Conifer Holdings, Inc. - Quarter Report: 2022 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-37536

Conifer Holdings, Inc.

(Exact name of registrant as specified in its charter)

Michigan		27-1298795
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

550 West Merrill Street, Suite 200
Birmingham, Michigan		48009
(Address of principal executive offices)		(Zip code)

(248) 559-0840

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☑	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of outstanding shares of the registrant’s common stock, no par value, as of August 10, 2022, was 12,215,324.

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Form 10-Q

INDEX

	Page No.
Part I — Financial Information
Item 1 — Financial Statements	3
Consolidated Balance Sheets (Unaudited)	3
Consolidated Statements of Operations (Unaudited)	4
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	5
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	6
Consolidated Statements of Cash Flows (Unaudited)	7
Notes to Consolidated Financial Statements (Unaudited)	8
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3 — Quantitative and Qualitative Disclosures about Market Risk	36
Item 4 — Controls and Procedures	37
Part II — Other Information
Item 1 — Legal Proceedings	38
Item 1A — Risk Factors	38
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 6 — Exhibits	39
Signatures	40

PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(dollars in thousands)

	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Investment securities:
Debt securities, at fair value (amortized cost of $132,427 and $150,732, respectively)	$	119,207		$	149,783
Equity securities, at fair value (cost of $1,433 and $10,972, respectively)		990			9,931
Short-term investments, at fair value		28,001			23,013
Total investments		148,198			182,727

Cash and cash equivalents		13,148			9,913
Premiums and agents' balances receivable, net		24,701			21,197
Receivable from Affiliate		5,216			5,784
Reinsurance recoverables on unpaid losses		37,769			40,344
Reinsurance recoverables on paid losses		4,479			1,347
Prepaid reinsurance premiums		15,381			8,301
Deferred policy acquisition costs		10,747			12,267
Other assets		15,416			8,524
Total assets	$	275,055		$	290,404

Liabilities and Shareholders' Equity
Liabilities:
Unpaid losses and loss adjustment expenses	$	140,996		$	139,085
Unearned premiums		69,104			65,269
Reinsurance premiums payable		3,711			5,318
Debt		33,720			33,564
Accounts payable and accrued expenses		10,547			6,665
Total liabilities		258,078			249,901

Commitments and contingencies

Shareholders' equity:
Common stock, no par value (100,000,000 shares authorized; 9,715,324 and 9,707,817 issued and outstanding, respectively)		92,799			92,692
Accumulated deficit		(61,348	)		(50,079	)
Accumulated other comprehensive income (loss)		(14,474	)		(2,110	)
Total shareholders' equity		16,977			40,503
Total liabilities and shareholders' equity	$	275,055		$	290,404

The accompanying notes are an integral part of the Consolidated Financial Statements.

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)

(dollars in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenue and Other Income
Premiums
Gross earned premiums	$	33,782			30,228		$	66,546		$	58,475
Ceded earned premiums		(9,206	)		(5,390	)		(18,015	)		(10,802	)
Net earned premiums		24,576			24,838			48,531			47,673
Net investment income		564			503			1,071			1,035
Net realized investment gains (losses)		(1,436	)		1,060			(1,505	)		3,984
Change in fair value of equity securities		317			(525	)		597			(1,065	)
Other gains (losses)		(1	)		8,910			(6	)		8,910
Other income		663			666			1,361			1,222
Total revenue and other income		24,683			35,452			50,049			61,759

Expenses
Losses and loss adjustment expenses, net		22,251			17,926			40,269			37,288
Policy acquisition costs		5,725			6,896			11,189			13,646
Operating expenses		4,470			4,342			8,630			8,691
Interest expense		727			732			1,438			1,453
Total expenses		33,173			29,896			61,526			61,078

Income (loss) before equity earnings in Affiliate and income taxes		(8,490	)		5,556			(11,477	)		681
Equity earnings in Affiliate, net of tax		93			180			169			428
Income tax expense (benefit)		2			184			(39	)		193

Net income (loss)	$	(8,399	)	$	5,552		$	(11,269	)	$	916

Earnings (loss) per common share, basic and diluted	$	(0.86	)	$	0.57		$	(1.16	)	$	0.09

Weighted average common shares outstanding, basic and diluted		9,712,602			9,686,631			9,710,223			9,684,193

The accompanying notes are an integral part of the Consolidated Financial Statements.

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net income (loss)	$	(8,399	)	$	5,552		$	(11,269	)	$	916

Other comprehensive income (loss), net of tax:
Unrealized investment gains (losses):
Unrealized investment gains (losses) during the period		(5,007	)		394			(12,294	)		(1,530	)
Income tax (benefit) expense		—			—			—			—
Unrealized investment gains (losses), net of tax		(5,007	)		394			(12,294	)		(1,530	)

Less: reclassification adjustments to:
Net realized investment gains (losses) included in net income (loss)		70			(902	)		70			41
Income tax (benefit) expense		—			—			—			—
Total reclassifications included in net income (loss), net of tax		70			(902	)		70			41

Other comprehensive income (loss)		(5,077	)		1,296			(12,364	)		(1,571	)

Total comprehensive income (loss)	$	(13,476	)	$	6,848		$	(23,633	)	$	(655	)

The accompanying notes are an integral part of the Consolidated Financial Statements.

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders' Equity (Unaudited)

(dollars in thousands)

	No Par, Common Stock						Accumulated			Accumulated Other Comprehensive			Total Shareholders'
	Shares			Amount			Deficit			Income (Loss)			Equity
Balances at March 31, 2022		9,707,817		$	92,730		$	(52,949	)	$	(9,397	)	$	30,384
Net income (loss)		—			—			(8,399	)		—			(8,399	)
Repurchase of common stock		(1,493	)		11			—			—			11
Stock-based compensation expense		9,000			58			—			—			58
Other comprehensive income (loss)		—			—			—			(5,077	)		(5,077	)
Balances at June 30, 2022		9,715,324		$	92,799		$	(61,348	)	$	(14,474	)	$	16,977


Balances at March 31, 2021		9,681,728		$	92,552		$	(53,621	)	$	(1,955	)	$	36,976
Net income (loss)		—			—			5,552			—			5,552
Repurchase of common stock		(2,307	)		(7	)		—			—			(7	)
Stock-based compensation expense		10,000			67			—			—			67
Other comprehensive income (loss)		—			—			—			1,296			1,296
Balances at June 30, 2021		9,689,421		$	92,612		$	(48,069	)	$	(659	)	$	43,884

	No Par, Common Stock						Accumulated			Accumulated Other Comprehensive			Total Shareholders'
	Shares			Amount			Deficit			Income (Loss)			Equity
Balances at December 31, 2021		9,707,817		$	92,692		$	(50,079	)	$	(2,110	)	$	40,503
Net income (loss)		—			—			(11,269	)		—			(11,269	)
Repurchase of common stock		(1,493	)		11			—			—			11
Stock-based compensation expense		9,000			96			—			—			96
Other comprehensive income (loss)		—			—			—			(12,364	)		(12,364	)
Balances at June 30, 2022		9,715,324		$	92,799		$	(61,348	)	$	(14,474	)	$	16,977


Balances at December 31, 2020		9,681,728		$	92,486		$	(48,985	)	$	912		$	44,413
Net income (loss)		—			—			916			—			916
Repurchase of common stock		(2,307	)		(7	)		—			—			(7	)
Stock-based compensation expense		10,000			133			—			—			133
Other comprehensive income (loss)		—			—			—			(1,571	)		(1,571	)
Balances at June 30, 2021		9,689,421		$	92,612		$	(48,069	)	$	(659	)	$	43,884

The accompanying notes are an integral part of the Consolidated Financial Statements.

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)

	Six Months Ended June 30,
	2022			2021
Cash Flows From Operating Activities
Net income (loss)	$	(11,269	)	$	916
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Gain on sale of agency business		—			(8,910	)
Depreciation and amortization		205			217
Amortization of bond premium and discount, net		217			255
Net realized investment (gains) losses		1,505			(3,984	)
Change in fair value of equity securities		(597	)		1,065
Stock-based compensation expenses		96			133
Equity earnings in Affiliate, net of tax		(169	)		(428	)
Other		—			17
Changes in operating assets and liabilities:
(Increase) decrease in:
Premiums and agents' balances and other receivables		(2,936	)		(2,719	)
Reinsurance recoverables		(557	)		263
Prepaid reinsurance premiums		(7,080	)		(3,648	)
Deferred policy acquisition costs		1,520			(878	)
Other assets		(454	)		344
Increase (decrease) in:
Unpaid losses and loss adjustment expenses		1,911			6,582
Unearned premiums		3,835			6,879
Reinsurance premiums payable		(1,607	)		—
Accounts payable and other liabilities		(94	)		(564	)
Net cash provided by (used in) operating activities		(15,474	)		(4,460	)
Cash Flows From Investing Activities
Purchase of investments		(151,809	)		(112,849	)
Proceeds from maturities and redemptions of investments		15,015			11,793
Proceeds from sales of investments		150,492			104,118
Proceeds from sale of agency business		—			1,000
Dividends from Affiliate		—			900
Purchases of property and equipment		—			(20	)
Net cash provided by (used in) investing activities		13,698			4,942
Cash Flows From Financing Activities
Proceeds received from common stock subscription agreement		5,000			—
Repurchase of common stock		11			(7	)
Borrowings under debt arrangements		5,000			3,000
Repayment of borrowings under debt arrangements		(5,000	)		(7,000	)
Net cash provided by (used in) financing activities		5,011			(4,007	)
Net increase (decrease) in cash		3,235			(3,525	)
Cash at beginning of period		9,913			8,193
Cash at end of period	$	13,148		$	4,668
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	1,429		$	1,450
Income taxes paid (refunded), net		(12	)		(9	)
Note receivable from sale of agency business		—			9,000
Payable from purchase of agency		—			1,051

The accompanying notes are an integral part of the Consolidated Financial Statements.

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

Recent Developments

COVID-19 (the “Pandemic”) caused significant disruption to public health, the global economy, financial markets, and commercial, social and community activity in general. As there has been a significant reduction in reported cases and correspondingly a reduction in government restrictions, we see reduced risk to our business. We continue to monitor potential risks the Pandemic may present including a potential resurgence. Our exposure to the Pandemic is manifold. The majority of our employees continue to work remotely however strict “shelter-in-place” or “stay-at-home” orders have been lifted. A significant portion of our revenues are generated from the hospitality sector within the U.S. which remains under stress due to the threats of resurgence and resource shortages that resulted from the Pandemic.

We have continued to provide customer service, process new and renewal business, handle claims and otherwise manage all operations even though the vast majority of the staff is working remotely. To date, we have not seen a major disruption in our business as a result of the Pandemic and currently do not expect to see a material negative impact to our financial position or results of operations as a result of the Pandemic.

Basis of Presentation and Management Representation

The consolidated financial statements include accounts, after elimination of intercompany accounts and transactions, of Conifer Holdings, Inc. (the “Company” or “Conifer”), its wholly owned subsidiaries, Conifer Insurance Company ("CIC"), White Pine Insurance Company ("WPIC"), Red Cedar Insurance Company ("RCIC"), and Sycamore Insurance Agency, Inc. ("Sycamore"). CIC, WPIC, and RCIC are collectively referred to as the "Insurance Company Subsidiaries." On a stand-alone basis, Conifer Holdings, Inc. is referred to as the "Parent Company." Sycamore owns a 50% non-controlling interest in Venture Holdings, Inc. (“Venture” or “Affiliate”).

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which differ from statutory accounting practices prescribed or permitted for insurance companies by regulatory authorities. The Company has applied the rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting and therefore the consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments, consisting of items of a normal recurring nature, necessary for a fair presentation of the consolidated interim financial statements, have been included.

These consolidated financial statements and the notes thereto should be read in conjunction with the Company's audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC.

The results of operations for the six months ended June 30, 2022, are not necessarily indicative of the results expected for the year ended December 31, 2022.

Business

The Company is engaged in the sale of property and casualty insurance products and has organized its principal operations into three types of insurance businesses: commercial lines, personal lines, and agency business. The Company underwrites a variety of specialty insurance products, including property, general liability, liquor liability, automobile, and homeowners and dwelling policies. The Company markets and sells its insurance products through a network of independent agents, including managing general agents, whereby policies are written in all 50 states in the United States of America (“U.S.”). The Company’s corporate headquarters are located in Birmingham, Michigan with additional office facilities in Florida and Michigan.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While management believes the amounts included in the consolidated financial statements reflect management's best estimates and assumptions, actual results may differ from these estimates.

Cash, Cash Equivalents, and Short-term Investments

Cash consists of cash deposits in banks, generally in operating accounts. Cash equivalents consist of money-market funds that are specifically used as overnight investments tied to cash deposit accounts. Short-term investments, consisting of money market funds, are classified as investments in the consolidated balance sheets as they relate to the Company’s investment activities.

Recently Issued Accounting Guidance

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which amends the current methodology and timing for recognizing credit losses. This amendment will replace the current GAAP "incurred loss" methodology for credit losses with a methodology based on expected credit losses. The new guidance will also require expanded consideration of a broader range of reasonable and increased supportable information for the credit loss estimates. This ASU is effective for annual and interim reporting periods beginning after December 15, 2022. Management is currently evaluating the impact of the guidance. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This guidance provides optional expedients and exceptions that are intended to ease the burden of updating contracts to contain a new reference rate due to the discontinuation of the London Inter-Bank Offered Rate (LIBOR). This guidance is available immediately and may be implemented in any period prior to the guidance expiration on December 31, 2022. Management does not expect the new guidance to have a material impact on the Company’s consolidated financial statements.

2. Investments

The cost or amortized cost, gross unrealized gains or losses, and estimated fair value of the investments in securities classified as available for sale at June 30, 2022 and December 31, 2021, were as follows (dollars in thousands):

	June 30, 2022
	Cost or		Gross Unrealized					Estimated
	Amortized Cost		Gains		Losses			Fair Value
Debt Securities:
U.S. Government	$	7,833	$	—	$	(259	)	$	7,574
State and local government		26,530		24		(3,382	)		23,172
Corporate debt		35,570		—		(4,086	)		31,484
Asset-backed securities		23,885		—		(1,040	)		22,845
Mortgage-backed securities		30,724		3		(4,021	)		26,706
Commercial mortgage-backed securities		3,421		—		(152	)		3,269
Collateralized mortgage obligations		4,464		1		(308	)		4,157
Total debt securities available for sale	$	132,427	$	28	$	(13,248	)	$	119,207

	December 31, 2021
	Cost or		Gross Unrealized					Estimated
	Amortized Cost		Gains		Losses			Fair Value
Debt Securities:
U.S. Government	$	20,723	$	74	$	(77	)	$	20,720
State and local government		30,063		555		(189	)		30,429
Corporate debt		30,808		88		(550	)		30,346
Asset-backed securities		28,652		10		(224	)		28,438
Mortgage-backed securities		33,178		105		(762	)		32,521
Commercial mortgage-backed securities		1,659		31		0			1,690
Collateralized mortgage obligations		5,649		35		(45	)		5,639
Total debt securities available for sale	$	150,732	$	898	$	(1,847	)	$	149,783

The following table summarizes the aggregate fair value and gross unrealized losses, by security type, of the available-for-sale securities in unrealized loss positions. The table segregates the holdings based on the length of time that individual securities have been in a continuous unrealized loss position (dollars in thousands):

	June 30, 2022
	Less than 12 months							Greater than 12 months							Total
	No. of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses			No. of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses			No. of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses
Debt Securities:
U.S. Government		9	$	3,818	$	(91	)		4	$	3,756	$	(168	)		13	$	7,574	$	(259	)
State and local government		108		19,316		(3,194	)		8		800		(188	)		116		20,116		(3,382	)
Corporate debt		55		23,297		(2,797	)		13		7,837		(1,289	)		68		31,134		(4,086	)
Asset-backed securities		18		9,225		(158	)		12		13,620		(882	)		30		22,845		(1,040	)
Mortgage-backed securities		45		6,227		(612	)		7		20,338		(3,409	)		52		26,565		(4,021	)
Commercial mortgage-backed securities		4		3,243		(152	)		—		—		—			4		3,243		(152	)
Collateralized mortgage obligations		26		2,865		(187	)		5		1,131		(121	)		31		3,996		(308	)
Total debt securities available for sale		265	$	67,991	$	(7,191	)		49	$	47,482	$	(6,057	)		314	$	115,473	$	(13,248	)

	December 31, 2021
	Less than 12 months							Greater than 12 months							Total
	No. of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses			No. of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses			No. of Issues		Fair Value of Investments with Unrealized Losses		Gross Unrealized Losses
Debt Securities:
U.S. Government		6	$	10,323	$	(47	)		1	$	4,728	$	(30	)		7	$	15,051	$	(77	)
State and local government		41		8,875		(172	)		4		446		(17	)		45		9,321		(189	)
Corporate debt		41		22,748		(505	)		1		705		(45	)		42		23,453		(550	)
Asset-backed securities		24		24,305		(219	)		2		1,893		(5	)		26		26,198		(224	)
Mortgage-backed securities		12		27,034		(762	)		—		—		—			12		27,034		(762	)
Commercial mortgage-backed securities		—		—		—			—		—		—			—		—		—
Collateralized mortgage obligations		10		2,638		(45	)		2		29		—			12		2,667		(45	)
Total debt securities available for sale		134	$	95,923	$	(1,750	)		10	$	7,801	$	(97	)		144	$	103,724	$	(1,847	)

The Company analyzed its investment portfolio in accordance with its other-than-temporary impairment ("OTTI") review procedures and determined the Company did not need to record a credit-related OTTI loss in net income, nor recognize a non-credit related OTTI loss in other comprehensive income for the six months ended June 30, 2022 and December 31, 2021.

The Company’s sources of net investment income and losses are as follows (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Debt securities	$	596		$	554		$	1,178		$	1,154
Equity securities		10			55			38			103
Cash, cash equivalents and short-term investments		36			—			37			1
Total investment income		642			609			1,253			1,258
Investment expenses		(78	)		(106	)		(182	)		(223	)
Net investment income	$	564		$	503		$	1,071		$	1,035

The following table summarizes the gross realized gains and losses from sales, calls and maturities of available-for-sale debt and equity securities (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Debt securities:
Gross realized gains	$	6		$	—		$	6		$	27
Gross realized losses		(155	)		—			(155	)		(6	)
Total debt securities		(149	)		—			(149	)		21
Equity securities:
Gross realized gains		356			1,105			375			4,008
Gross realized losses		(1,643	)		(45	)		(1,731	)		(45	)
Total equity securities		(1,287	)		1,060			(1,356	)		3,963
Total net realized investment gains (losses)	$	(1,436	)	$	1,060		$	(1,505	)	$	3,984

Proceeds from available-for-sale debt securities were $27.2 million and $20.0 million for the six months ended June 30, 2022 and 2021, respectively.

The gross realized gains and losses from the sale of available-for-sale debt securities for three months and six months ended June 30, 2022, were $5,000 and $155,000, respectively.

There were no gross realized gains or losses from the sales of available-for-sale securities for the three months ended June 30, 2021. The gross realized gains and losses from the sales of available-for-sale debt securities for the six months ended June 30, 2021, were $27,000 and $6,000, respectively.

As of June 30, 2022 and 2021, there were $0 and $249,000 of payables from securities purchased, respectively. There were $6.9 million and $11,000 of receivables from securities sold as of June 30, 2022, and 2021, respectively.

The Company’s gross unrealized losses related to its equity investments were $443,000 and $1.0 million as of June 30, 2022 and December 31, 2021, respectively. The Company also carries other equity investments that do not have a readily determinable fair value at cost, less impairment or observable changes in price. We review these investments for impairment during each reporting period. There were no impairments or observable changes in price recorded during 2022 related to the Company's equity securities without readily determinable fair value. These investments are included in Other Assets in the Consolidated Balance Sheets and amounted to $1.2 million as of June 30, 2022 and December 31, 2021.

The table below summarizes the amortized cost and fair value of available-for-sale debt securities by contractual maturity at June 30, 2022. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties (dollars in thousands):

	Amortized Cost		Estimated Fair Value
Due in one year or less	$	3,514	$	3,460
Due after one year through five years		28,744		26,948
Due after five years through ten years		23,894		20,717
Due after ten years		13,781		11,105
Securities with contractual maturities		69,933		62,230
Asset-backed securities		23,885		22,845
Mortgage-backed securities		30,724		26,706
Commercial mortgage-backed securities		3,421		3,269
Collateralized mortgage obligations		4,464		4,157
Total debt securities	$	132,427	$	119,207

At June 30, 2022 and December 31, 2021, the Insurance Company Subsidiaries had $8.6 million and $8.5 million, respectively, on deposit in trust accounts to meet the deposit requirements of various state insurance departments. At June 30, 2022 and December 31, 2021, the Company had $81.2 million and $76.1 million, respectively, held in trust accounts to meet collateral requirements with other third-party insurers, relating to various fronting arrangements. There are withdrawal and other restrictions on these deposits, including the type of investments that may be held, however, the Company may generally invest in high-grade bonds and short-term investments and earn interest on the funds.

3. Fair Value Measurements

The Company’s financial instruments include assets and liabilities carried at fair value, as well as assets and liabilities carried at cost or amortized cost but disclosed at fair value in these consolidated financial statements. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in the principally most advantageous market for the asset or liability in an orderly transaction between market participants. In determining fair value, the Company applies the market approach, which uses prices and other relevant data based on market transactions involving identical or comparable assets and liabilities. The inputs to valuation techniques used to measure fair value are prioritized into a three-level hierarchy. The hierarchy gives the highest priority to quoted prices from sources independent of the reporting entity (“observable inputs”) and the lowest priority to prices determined by the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). The fair value hierarchy is as follows:

Level 1—Valuations that are based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Valuations that are based on observable inputs (other than Level 1 prices) such as quoted prices for similar assets or liabilities at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability. The Level 2 financial instruments also include our line of credit.

Level 3—Unobservable inputs that are supported by little or no market activity. The unobservable inputs represent the Company’s best assumption of how market participants would price the assets or liabilities.

Net Asset Value (NAV)—The fair values of investment company limited partnership investments are based on the capital account balances reported by the investment funds subject to their management review and adjustment. These capital account balances reflect the fair value of the investment funds.

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis, classified by the valuation hierarchy as of June 30, 2022 and December 31, 2021 (dollars in thousands):

	June 30, 2022
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Debt Securities:
U.S. Government	$	7,574	$	—	$	7,574	$	—
State and local government		23,172		—		23,172		—
Corporate debt		31,484		—		31,484		—
Asset-backed securities		22,845		—		22,845		—
Mortgage-backed securities		26,706		—		26,706		—
Commercial mortgage-backed securities		3,269		—		3,269		—
Collateralized mortgage obligations		4,157		—		4,157		—
Total debt securities		119,207		—		119,207		—
Equity Securities		537		255		282		—
Short-term investments		28,001		28,001		—		—
Total marketable investments measured at fair value	$	147,745	$	28,256	$	119,489	$	—

Investments measured at NAV:
Investment in limited partnership		453
Total assets measured at fair value	$	148,198

Liabilities:
Senior Unsecured Notes *	$	20,821	$	—	$	20,821	$	—
Subordinated Notes *		11,517		—		—		11,517
Total Liabilities measured at fair value	$	32,338	$	—	$	20,821	$	11,517

*	Carried at face value of debt net of unamortized debt issuance costs on the consolidated balance sheets

	December 31, 2021
	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Debt Securities:
U.S. Government	$	20,720	$	—	$	20,720	$	—
State and local government		30,429		—		30,429		—
Corporate debt		30,346		—		30,346		—
Asset-backed securities		28,438		—		28,438		—
Mortgage-backed securities		32,521		—		32,521		—
Commercial mortgage-backed securities		1,690		—		1,690		—
Collateralized mortgage obligations		5,639		—		5,639		—
Total debt securities		149,783		—		149,783		—
Equity securities		9,437		9,154		283		—
Short-term investments		23,013		23,013		—		—
Total marketable investments measured at fair value	$	182,233	$	32,167	$	150,066	$	—

Investments measured at NAV:
Investment in limited partnership		494
Total assets measured at fair value	$	182,727

Liabilities:
Senior Unsecured Notes *	$	24,118	$	—	$	24,118	$	—
Subordinated Notes *		11,704		—		—		11,704
Total Liabilities measured at fair value	$	35,822	$	—	$	24,118	$	11,704

*	Carried at face value of debt net of unamortized debt issuance costs on the consolidated balance sheets

Level 1 investments consist of equity securities traded in an active exchange market. The Company uses unadjusted quoted prices for identical instruments to measure fair value. Level 1 also includes money market funds and other interest-bearing deposits at banks, which are reported as short-term investments. The fair value measurements that were based on Level 1 inputs comprise 19.1% and 17.6% of the fair value of the total investment portfolio as of June 30, 2022 and December 31, 2021, respectively.

Level 2 investments include debt securities, which consist of U.S. government agency securities, state and local municipal bonds (including those held as restricted securities), corporate debt securities, mortgage-backed and asset-backed securities. The fair value of securities included in the Level 2 category were based on the market values obtained from a third-party pricing service that were evaluated using pricing models that vary by asset class and incorporate available trade, bid and other observable market information. The third-party pricing service monitors market indicators, as well as industry and economic events. The fair value measurements that were based on Level 2 inputs comprise 80.6% and 82.1% of the fair value of the total investment portfolio as of June 30, 2022 and December 31, 2021, respectively.

The Company obtains pricing for each security from independent pricing services, investment managers or consultants to assist in determining fair value for its Level 2 investments. To validate that these quoted prices are reasonable estimates of fair value, the Company performs various quantitative and qualitative procedures, such as (i) evaluation of the underlying methodologies, (ii) analysis of recent sales activity, (iii) analytical review of our fair values against current market prices and (iv) comparison of the pricing services’ fair value to other pricing services’ fair value for the same investment. No markets for the investments were determined to be inactive at period-ends. Based on these procedures, the Company did not adjust the prices or quotes provided from independent pricing services, investment managers or consultants. The Level 2 financial instruments also include the Company's senior debt. The fair value of the borrowings under the senior revolving credit facility approximates its carrying amount because interest is based on a short-term, variable, market-based rate.

As of June 30, 2022 and December 31, 2021, Level 3 is entirely comprised of the Company's subordinated debt. In determining the fair value of the subordinated debt outstanding at June 30, 2022 and December 31, 2021, the security attributes (issue date, maturity, coupon, calls, etc.) and market rates on September 24, 2018 (the date of the restated and amended agreement which was repriced at that time) were entered into a valuation model. A lognormal trinomial interest rate lattice was created within the model to compute the option adjusted spread (“OAS”) which is the amount, in basis points, of interest rate

required to be paid under the debt agreement over the risk-free U.S. Treasury rates. The OAS was then used in the model along with the June 30, 2022 and December 31, 2021 U.S. Treasury rates. A new lattice was generated and the fair value was computed from the OAS. There were no changes in assumptions of credit risk from the issuance date.

4. Deferred Policy Acquisition Costs

The Company defers costs incurred which are incremental and directly related to the successful acquisition of new or renewal insurance business, net of corresponding amounts of ceded reinsurance commissions. Net deferred policy acquisition costs are amortized and charged to expense in proportion to premium earned over the estimated policy term. The Company anticipates that its deferred policy acquisition costs will be fully recoverable and there were no premium deficiencies for the six months ended June 30, 2022 and 2021. The activity in deferred policy acquisition costs, net of reinsurance transactions, is as follows (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Balance at beginning of period	$	10,124		$	12,459		$	12,267		$	12,243

Deferred policy acquisition costs		6,348			7,558			9,669			14,524
Amortization of policy acquisition costs		(5,725	)		(6,896	)		(11,189	)		(13,646	)
Net change		623			662			(1,520	)		878

Balance at end of period	$	10,747		$	13,121		$	10,747		$	13,121

5. Unpaid Losses and Loss Adjustment Expenses

The Company establishes reserves for unpaid losses and loss adjustment expenses ("LAE") which represent the estimated ultimate cost of all losses incurred that were both reported and unreported (i.e., incurred but not yet reported losses; or “IBNR”) and LAE incurred that remain unpaid at the balance sheet date. The Company’s reserving process takes into account known facts and interpretations of circumstances and factors including the Company’s experience with similar cases, actual claims paid, historical trends involving claim payment patterns and pending levels of unpaid claims, loss management programs, product mix and contractual terms, changes in law and regulation, judicial decisions, and economic conditions. In the normal course of business, the Company may also supplement its claims processes by utilizing third-party adjusters, appraisers, engineers, inspectors, and other professionals and information sources to assess and settle catastrophe and non-catastrophe related claims. The effects of inflation are implicitly considered in the reserving process.

Reserves are estimates of unpaid portions of losses that have occurred, including IBNR losses; therefore, the establishment of appropriate reserves is an inherently uncertain and complex process. The ultimate cost of losses may vary materially from recorded amounts, which are based on management’s best estimates. The highest degree of uncertainty is associated with reserves for losses incurred in the current reporting period as it contains the greatest proportion of losses that have not been reported or settled. The Company regularly updates its reserve estimates as new information becomes available and as events unfold that may affect the resolution of unsettled claims. Changes in reserve estimates, which may be material, are reported in the results of operations in the period such changes are determined to be needed and recorded.

Management believes that the reserve for losses and LAE, net of reinsurance recoverables, is appropriately established in the aggregate and adequate to cover the ultimate net cost of reported and unreported claims arising from losses which had occurred by the date of the consolidated financial statements based on available facts and in accordance with applicable laws and regulations.

The table below provides the changes in the reserves for losses and LAE, net of reinsurance recoverables, for the periods indicated as follows (dollars in thousands):

	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Gross reserves - beginning of period	$	140,938		$	118,676		$	139,085		$	111,270
Less: reinsurance recoverables on unpaid losses		(40,605	)		(26,559	)		(40,344	)		(24,218	)
Net reserves - beginning of period		100,333			92,117			98,741			87,052
Add: incurred losses and LAE, net of reinsurance:
Current period		12,727			11,716			25,224			25,300
Prior period		9,524			6,210			15,045			11,988
Total net incurred losses and LAE		22,251			17,926			40,269			37,288
Deduct: loss and LAE payments, net of reinsurance:
Current period		5,167			5,120			7,679			8,300
Prior period		14,190			9,895			28,104			21,012
Total net loss and LAE payments		19,357			15,015			35,783			29,312
Net reserves - end of period		103,227			95,028			103,227			95,028
Plus: reinsurance recoverables on unpaid losses		37,769			22,824			37,769			22,824
Gross reserves - end of period	$	140,996		$	117,852		$	140,996		$	117,852

The Company’s incurred losses during the three and six months ended June 30, 2022 included prior-year adverse reserve development of $9.5 million and $15.0 million, respectively. Of the $9.5 million of adverse development, $4.3 million was related to 2018 and prior accident years, $3.6 million was related to the 2019 accident year, and $1.6 million was related to the 2020 accident year, substantially all attributable to the commercial lines of business.

Of the $15.0 million of adverse development for the six months ended June 30, 2022, $7.1 million was related to 2018 and prior accident years, $4.9 million was related to 2019 accident year, and $3.1 million was related to the 2020 accident year, substantially all attributable to the commercial lines of business.

The Company’s incurred losses during the three and six months ended June 30, 2021 included prior-year adverse reserve development of $6.2 million and $12.0 million, respectively. Of the $6.2 million of adverse development, $1.9 million was related 2017 and prior accident years, $2.4 million was related to the 2018 accident year, and $1.9 million was related to the 2019 and 2020 accident years. Substantially all of the development was from the Company’s commercial lines of business.

Of the $12.0 million of adverse development for the six months ended June 30, 2021, $11.4 million was related to commercial lines, while $636,000 was related to personal lines. The adverse development was mostly attributable to the 2018 and 2017 and prior accident years.

6. Reinsurance

In the normal course of business, the Company participates in reinsurance agreements in order to limit losses that may arise from catastrophes or other individually severe events. The Company ceded 40% of specific commercial liability risks in excess of $400,000, and 60% in excess of $300,000 in 2022. The Company primarily ceded all specific commercial liability risks in excess of $400,000 in 2021. The Company ceded specific commercial property risks in excess of $300,000 in 2022. The Company ceded specific commercial property risks in excess of $200,000 in 2021. The Company ceded homeowners specific risks in excess of $300,000 in both 2022 and 2021.

A "treaty" is a reinsurance agreement in which coverage is provided for a class of risks and does not require policy by policy underwriting of the reinsurer. "Facultative" reinsurance is where a reinsurer negotiates an individual reinsurance agreement for every policy it will reinsure on a policy by policy basis. A loss is covered under a reinsurance contract if the loss occurs within the effective dates of the agreement notwithstanding when the loss is reported.

Reinsurance does not discharge the direct insurer from liability to its policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers and monitors the concentration of credit risk arising from similar geographic regions, activities, or economic characteristics of the reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. To date, the Company has not experienced any significant difficulties in collecting reinsurance recoverables.

The Company assumes written premiums under a few fronting arrangements. The fronting arrangements are with unaffiliated insurers who write on behalf of the Company in markets that require a higher A.M. Best rating than the Company’s current rating, where the policies are written in a state where the Company is not licensed or for other strategic reasons.

The following table presents the effects of reinsurance and assumption transactions on written premiums, earned premiums and losses and LAE (dollars in thousands):

	Three Months Ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Written premiums:
Direct	$	26,311		$	26,153		$	51,107		$	49,586
Assumed		11,107			8,828			19,275			15,768
Ceded		(10,152	)		(6,449	)		(25,095	)		(12,339	)
Net written premiums	$	27,266		$	28,532		$	45,287		$	53,015

Earned premiums:
Direct	$	24,865		$	22,607		$	48,988		$	43,597
Assumed		8,917			7,621			17,558			14,878
Ceded		(9,206	)		(5,390	)		(18,015	)		(10,802	)
Net earned premiums	$	24,576		$	24,838		$	48,531		$	47,673

Losses and LAE:
Direct	$	17,472		$	15,367		$	30,538		$	36,117
Assumed		11,503			48			18,911			6,829
Ceded		(6,724	)		2,511			(9,180	)		(5,658	)
Net Losses and LAE	$	22,251		$	17,926		$	40,269		$	37,288

Some of the excess of loss treaties that renewed on December 31, 2021 and January 1, 2022, included ceding commissions equal to 40% of the ceded premiums. The ceding commission is reflected as a reduction in acquisition costs and amounted to $2.1 million and $4.3 million for the three and six months ended June 30, 2022. There were no ceding commissions on the excess of loss treaties during 2021.

7. Debt

As of June 30, 2022, the Company's debt is comprised of three instruments: $24.4 million of publicly traded senior unsecured notes which were issued in 2018, a $10.0 million line of credit which commenced in June 2018, and $10.5 million of privately placed subordinated notes. A summary of the Company's outstanding debt is as follows (dollars in thousands):

	June 30, 2022		December 31, 2021
Senior unsecured notes	$	24,056	$	23,926
Subordinated notes		9,664		9,638
Total	$	33,720	$	33,564

Senior unsecured notes

The Company issued $25.3 million of public senior unsecured notes (the "Notes") in 2018. The Notes bear an interest rate of 6.75% per annum, payable quarterly at the end of March, June, September and December and mature on September 30, 2023. The Company may redeem the Notes, in whole or in part, at face value at any time after September 30, 2021.

The Company did not repurchase any of the Notes for the three and six months ended June 30, 2022 and 2021.

Subordinated notes

The Company also has outstanding $10.5 million of Subordinated Notes maturing on September 30, 2038. The Subordinated Notes bear an interest rate of 7.5% per annum until September 30, 2023, and 12.5% thereafter, and allow for four quarterly interest payment deferrals. Interest is payable quarterly at the end of March, June, September and December. Beginning September 30, 2021, the Company may redeem the Subordinated Notes, in whole or in part, for a call premium of $1.1 million. The call premium escalates each quarter to ultimately $1.75 million on September 30, 2023, then steps up to $3.05 million on December 31, 2023, and increases quarterly at a 12.5% per annum rate thereafter.

As of June 30, 2022, the carrying value of the Notes and Subordinated Notes are offset by $325,000 and $836,000 of debt issuance costs, respectively. The debt issuance costs will be amortized through interest expense over the life of the loans.

The Subordinated Notes contain restrictive financial debt covenants that relate to the Company’s minimum tangible net worth, minimum fixed-charge coverage ratios, dividend paying capacity, reinsurance retentions, risk-based capital ratios, and debt-to-total capital. As of March 31, 2022, the Company was not in compliance with the tangible net worth and the debt-to-total capital financial covenants, principally due to changes in unrealized fair values of the bond portfolio resulting from the significant increase in the interest rate environment. On May 9, 2022, the holders of the Subordinated Notes waived the March 31, 2022 tangible net worth and debt-to-total capital requirements and the agreement was amended to exclude changes in unrealized gains or losses in the debt securities investment portfolio of the Company subsequent to December 31, 2021, when calculating the debt covenant ratios.

As of June 30, 2022, the Company was not in compliance on the tangible net worth covenant of the Subordinated Notes. On August 8, 2022, the holders of the Subordinated Notes waived the June 30, 2022 tangible net worth requirement. The $5.0 million contribution to the Company on August 10, 2022 (see Note 14 ~ Subsequent Events), increased the net worth sufficiently to bring the Company back into compliance. Management expects to be in compliance with all debt covenants in future periods.

Line of credit

The Company maintains a $10.0 million line of credit with a national bank (the “Lender”). The line of credit bears interest at the London Interbank rate ("LIBOR") plus 2.75% per annum, payable monthly. On June 18, 2021, the line of credit was renewed with a maturity of December 1, 2022. The line of credit contains restrictive financial debt covenants that relate to the Company’s minimum tangible net worth, minimum fixed-charge coverage ratios, dividend paying capacity, reinsurance retentions, risk-based capital ratios, and debt-to-total capital. As of March 31, 2022, the Company was not in compliance with the tangible net worth and the debt-to-total capital financial covenants of the line of credit. On May 11, 2022, the holders of the line of credit waived the March 31, 2022 tangible net worth and total debt to capital requirements.

As of June 30, 2022, the Company had no balance outstanding on the line of credit but was not in compliance with the tangible net worth and debt-to-total capital debt covenants. On August 8, 2022, the Company entered into an amendment with the Lender which waived the June 30, 2022 debt covenant requirements, eliminated the financial debt covenant requirements going forward and requires prior bank approval for any future draws on the line of credit. Management expects to be in compliance with all debt covenants in future periods.

Paycheck Protection Program loan

On April 24, 2020, the Company received a $2.7 million loan from the line of credit Lender pursuant to the Paycheck Protection Program of the CARES Act administered by the U.S. Small Business Administration (“SBA”). The Company received notice from the SBA that the loan was 100% forgiven, including accrued interest, on July 8, 2021. This resulted in a $2.8 million gain that was included in Other Gains on the Consolidated Statement of Operations in the third quarter of 2021.

8. Shareholder’s Equity

On May 11, 2022, the Company entered into a subscription agreement to issue $5.0 million of equity. The Company received the $5.0 million of cash in the second quarter of 2022, however, pricing and terms were pending as of June 30, 2022. The $5.0 million of cash was converted into 2,500,000 shares of common stock, at a price of $2.00 per share in August 2022. See Note 14 ~ Subsequent Events, for further details. Accordingly, the Company’s total equity is higher by $5.0 million as of the date of the filing of this Form 10-Q.

For the three months ended June 30, 2022, and 2021, the Company repurchased 1,493 and 2,307 shares of stock valued at approximately $3,000 and $7,000, respectively, related to the vesting of the Company’s restricted stock units. The Company made no repurchases of stock relating to the vesting of restricted stock units during the first quarters of 2022 and 2021. Upon the repurchase of the Company’s shares, the shares remain authorized, but not issued or outstanding.

As of June 30, 2022 and December 31, 2021, the Company had 9,715,324 and 9,707,817 issued and outstanding shares of common stock, respectively. Holders of common stock are entitled to one vote per share and to receive dividends only when and if declared by the board of directors. The holders have no preemptive, conversion or subscription rights.

9. Accumulated Other Comprehensive Income (Loss)

The following table presents changes in accumulated other comprehensive income (loss) for unrealized gains and losses on available-for-sale securities (dollars in thousands):

	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Balance at beginning of period	$	(9,397	)	$	(1,955	)	$	(2,110	)	$	912
Other comprehensive income (loss) before reclassifications, net of tax		(5,007	)		394			(12,294	)		(1,530	)
Less: amounts reclassified from accumulated other comprehensive income (loss), net of tax		70			(902	)		70			41
Net other comprehensive income (loss)		(5,077	)		1,296			(12,364	)		(1,571	)
Balance at end of period	$	(14,474	)	$	(659	)	$	(14,474	)	$	(659	)

10. Earnings Per Share

Basic and diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. The following table presents the calculation of basic and diluted earnings (loss) per common share, as follows (dollars in thousands, except per share and share amounts):

	Three Months Ended June 30,					Six months ended June 30,
	2022			2021		2022			2021
Net income (loss)	$	(8,399	)	$	5,552	$	(11,269	)	$	916

Weighted average common shares, basic and diluted *		9,712,602			9,686,631		9,710,223			9,684,193

Earnings (loss) per common share, basic and diluted	$	(0.86	)	$	0.57	$	(1.16	)	$	0.09

*	The non-vested shares of the restricted stock units and stock options were anti-dilutive as of June 30, 2022 and 2021. Therefore, the basic and diluted weighted average common shares are equal for the three months and six months ended June 30, 2022 and 2021.

11. Stock-based Compensation

On March 8, 2022, the Company issued options to purchase 630,000 shares of the Company’s common stock to two named executive officers. The right to exercise the options will vest over a five-year period on a straight-line basis. The options will have a strike price of $4.53 per share and will expire on March 8, 2032. The estimated value of these options is $612,000, which is being expensed ratably over the vesting period.

On June 30, 2020, the Company issued options to purchase 280,000 shares of the Company’s common stock, to certain executive officers and other employees. The right to exercise the options will vest over a five-year period on a straight-line basis. The options have a strike price of $3.81 per share and expire on June 30, 2030. The estimated value of these options is $290,000, which is being expensed ratably over the vesting period.

In 2015, 2016, and 2018, the Company issued 390,352, 111,281, and 70,000, respectively, of restricted stock units (“RSUs”) to various employees to be settled in shares of common stock, which were valued at $4.1 million, $909,000, and $404,000, respectively, on the dates of grant.

The Company recorded $29,000 and $108,000 of compensation expense related to the RSUs for the six months ended June 30, 2022 and 2021, respectively. There were 10,000 unvested RSUs as of June 30, 2022, which will generate an estimated future expense of $44,000.

The Company recorded $67,000 and $25,000 of compensation expense related to the stock options for the six months ended June 30, 2022 and 2021, respectively. There were 783,000 unvested options as of June 30, 2022, which will generate an estimated future expense of $729,000.

12. Commitments and Contingencies

Legal proceedings

The Company and its subsidiaries are subject at times to various claims, lawsuits and proceedings relating principally to alleged errors or omissions in the placement of insurance, claims administration, and other business transactions arising in the ordinary course of business. Where appropriate, the Company vigorously defends such claims, lawsuits and proceedings. Some of these claims, lawsuits and proceedings seek damages, including consequential, exemplary or punitive damages, in amounts that could, if awarded, be significant. Most of the claims, lawsuits and proceedings arising in the ordinary course of business are covered by the insurance policy at issue. We account for such activity through the establishment of unpaid losses and LAE reserves. In accordance with accounting guidance, if it is probable that a liability has been incurred as of the date of the financial statements and the amount of loss is reasonably estimable; then an accrual for the costs to resolve these claims is recorded by the Company in the accompanying consolidated financial statements. Periodic expenses related to the defense of such claims are included in the accompanying consolidated statements of operations. On the basis of current information, the Company does not believe that there is a reasonable possibility that any material loss exceeding amounts already accrued, if any, will result from any of the claims, lawsuits and proceedings to which the Company is subject to, either individually or in the aggregate.

13. Segment Information

The Company is engaged in the sale of property and casualty insurance products and has organized its business model around three classes of insurance businesses: commercial lines, personal lines, and wholesale agency business. Within these three businesses, the Company offers various insurance products and insurance agency services. Such insurance businesses are engaged in underwriting and marketing insurance coverages, and administering claims processing for such policies. The Company views the commercial and personal lines segments as underwriting business (business that takes on insurance underwriting risk). The wholesale agency business provides non-risk bearing revenue through commissions and policy fees. The wholesale agency business increases the product options to the Company’s independent retail agents by offering both insurance products from the Insurance Company Subsidiaries as well as products offered by other insurers.

The Company defines its operating segments as components of the business where separate financial information is available and used by the co-chief operating decision makers in deciding how to allocate resources to its segments and in assessing its performance. In assessing performance of its operating segments, the Company’s co-chief operating decision makers, the Co-Chief Executive Officers, review a number of financial measures including gross written premiums, net earned premiums, losses and LAE, net of reinsurance recoveries, and other revenue and expenses. The primary measure used for making decisions about resources to be allocated to an operating segment and assessing its performance is segment underwriting gain or loss which is defined as segment revenues, consisting of net earned premiums and other income, less segment expenses, consisting of losses and LAE, policy acquisition costs and operating expenses of the operating segments. Operating expenses primarily include compensation and related benefits for personnel, policy issuance and claims systems, rent and utilities. The Company markets, distributes and sells its insurance products through its own insurance agencies and a network of independent agents. All of the Company’s insurance activities are conducted in the United States with a concentration of activity in Michigan, Florida, Texas and California. For the six months ended June 30, 2022 and 2021, gross written premiums attributable to these four states were 57.0% and 51.7%, respectively, of the Company’s total gross written premiums.

The Wholesale Agency business sells insurance products on behalf of the Company’s commercial and personal lines businesses as well as to third-party insurers. Certain acquisition costs incurred by the commercial and personal lines businesses are reflected as commission revenue for the Wholesale Agency business and are eliminated in the Eliminations category.

In addition to the reportable operating segments, the Company maintains a Corporate category to reconcile segment results to the consolidated totals. The Corporate category includes: (i) corporate operating expenses such as salaries and related benefits of the Company’s executive management team and finance and information technology personnel, and other corporate headquarters expenses, (ii) interest expense on the Company’s debt obligations; (iii) depreciation and amortization on property and equipment, and (iv) all investment income activity. All investment income activity is reported within net investment income, net realized investment gains, and change in fair value of equity securities on the consolidated statements of operations. The Company’s assets on the consolidated balance sheet are not allocated to the reportable segments.

The following tables present information by reportable operating segment (dollars in thousands):

Three months ended June 30, 2022	Commercial Lines			Personal Lines			Total Underwriting			Wholesale Agency		Corporate			Eliminations			Total

Gross written premiums	$	32,076		$	5,342		$	37,418		$	—	$	—		$	—		$	37,418

Net written premiums	$	22,386		$	4,880		$	27,266		$	—	$	—		$	—		$	27,266

Net earned premiums	$	20,784		$	3,792		$	24,576		$	—	$	—		$	—		$	24,576
Other income		67			26			93			1,064		147			(641	)		663
Segment revenue		20,851			3,818			24,669			1,064		147			(641	)		25,239

Losses and LAE, net		19,906			2,345			22,251			—		—			—			22,251
Policy acquisition costs		4,410			1,223			5,633			770		—			(678	)		5,725
Operating expenses		3,508			484			3,992			274		204			—			4,470
Segment expenses		27,824			4,052			31,876			1,044		204			(678	)		32,446

Segment gain (loss)	$	(6,973	)	$	(234	)	$	(7,207	)	$	20	$	(57	)	$	37		$	(7,207	)
Investment income													564						564
Net realized investment gains (losses)													(1,436	)					(1,436	)
Change in fair value of equity securities													317						317
Other gains (losses)													(1	)					(1	)
Interest expense													(727	)					(727	)
Income (loss) before equity earnings in Affiliate and income taxes	$	(6,973	)	$	(234	)	$	(7,207	)	$	20	$	(1,340	)	$	37		$	(8,490	)

Three months ended June 30, 2021	Commercial Lines			Personal Lines		Total Underwriting			Wholesale Agency			Corporate			Eliminations			Total

Gross written premiums	$	30,947		$	4,034	$	34,981		$	—		$	—		$	—		$	34,981

Net written premiums	$	24,672		$	3,860	$	28,532		$	—		$	—		$	—		$	28,532

Net earned premiums	$	22,188		$	2,650	$	24,838		$	—		$	—		$	—		$	24,838
Other income		52			44		96			1,971			28			(1,429	)		666
Segment revenue		22,240			2,694		24,934			1,971			28			(1,429	)		25,504

Losses and LAE, net		16,940			986		17,926			—			—			—			17,926
Policy acquisition costs		6,326			740		7,066			1,242			—			(1,412	)		6,896
Operating expenses		2,852			391		3,243			816			283			—			4,342
Segment expenses		26,118			2,117		28,235			2,058			283			(1,412	)		29,164

Segment gain (loss)	$	(3,878	)	$	577	$	(3,301	)	$	(87	)	$	(255	)	$	(17	)	$	(3,660	)
Investment income													503						503
Net realized investment gains													1,060						1,060
Change in fair value of equity securities													(525	)					(525	)
Other gains													8,910						8,910
Interest expense													(732	)					(732	)
Income (loss) before equity earnings in Affiliate and income taxes	$	(3,878	)	$	577	$	(3,301	)	$	(87	)	$	8,961		$	(17	)	$	5,556

Six months ended June 30, 2022	Commercial Lines			Personal Lines		Total Underwriting			Wholesale Agency		Corporate			Eliminations			Total

Gross written premiums	$	60,662		$	9,720	$	70,382		$	—	$	—		$	—		$	70,382

Net written premiums	$	36,726		$	8,561	$	45,287		$	—	$	—		$	—		$	45,287

Net earned premiums	$	41,308		$	7,223	$	48,531		$	—	$	—		$	—		$	48,531
Other income		138			32		170			2,176		294			(1,279	)		1,361
Segment revenue		41,446			7,255		48,701			2,176		294			(1,279	)		49,892

Losses and LAE, net		36,516			3,753		40,269			—		—			—			40,269
Policy acquisition costs		8,767			2,316		11,083			1,528		—			(1,422	)		11,189
Operating expenses		6,669			886		7,555			566		509			—			8,630
Segment expenses		51,952			6,955		58,907			2,094		509			(1,422	)		60,088

Segment gain (loss)	$	(10,506	)	$	300	$	(10,206	)	$	82	$	(215	)	$	143		$	(10,196	)
Investment income												1,071						1,071
Net realized investment gains												(1,505	)					(1,505	)
Change in fair value of equity securities												597						597
Other gains												(6	)					(6	)
Interest expense												(1,438	)					(1,438	)
Income (loss) before equity earnings in Affiliate and income taxes	$	(10,506	)	$	300	$	(10,206	)	$	82	$	(1,496	)	$	143		$	(11,477	)

Six months ended June 30, 2021	Commercial Lines			Personal Lines			Total Underwriting			Wholesale Agency			Corporate			Eliminations			Total

Gross written premiums	$	58,168		$	7,186		$	65,354		$	—		$	—		$	—		$	65,354

Net written premiums	$	46,229		$	6,786		$	53,015		$	—		$	—		$	—		$	53,015

Net earned premiums	$	42,894		$	4,779		$	47,673		$	—		$	—		$	—		$	47,673
Other income		108			84			192			3,697			71			(2,738	)		1,222
Segment revenue		43,002			4,863			47,865			3,697			71			(2,738	)		48,895

Losses and LAE, net		33,895			3,393			37,288			—			—			—			37,288
Policy acquisition costs		12,644			1,340			13,984			2,369			—			(2,707	)		13,646
Operating expenses		5,807			740			6,547			1,560			584			—			8,691
Segment expenses		52,346			5,473			57,819			3,929			584			(2,707	)		59,625

Segment gain (loss)	$	(9,344	)	$	(610	)	$	(9,954	)	$	(232	)	$	(513	)	$	(31	)	$	(10,730	)
Investment income														1,035						1,035
Net realized investment gains														3,984						3,984
Change in fair value of equity securities														(1,065	)					(1,065	)
Other gains														8,910						8,910
Interest expense														(1,453	)					(1,453	)
Income (loss) before equity earnings in Affiliate and income taxes	$	(9,344	)	$	(610	)	$	(9,954	)	$	(232	)	$	10,898		$	(31	)	$	681

14. Subsequent Events

On May 11, 2022, the Company entered into a subscription agreement to issue $5.0 million of equity. While the cash was received by June 30, 2022, pricing and terms were still pending. On August 10, 2022, the terms were finalized and the Company issued 2,500,000 shares of common stock at $2.00 per share. The additional equity will increase the June 30, 2022 total shareholders’ equity from $17.0 million to $22.0 million.

One of the Company’s Insurance Company Subsidiaries borrowed $14.5 million from the Federal Home Loan Bank of Indiana on July 7, 2022. It matures on January 9, 2023, and has a floating interest rate that was initially 1.93% per annum. This fully-collateralized loan was drawn for short-term cash needs to avoid realized losses on a statutory accounting basis due to temporary market-timing issues caused by the recent fluctuations in the interest rate markets.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the Periods Ended June 30, 2022 and 2021

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements (Unaudited), related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K, filed on March 10, 2022 with the U. S. Securities and Exchange Commission.

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, which are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, as Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek” and similar terms and phrases, or the negative thereof, may be used to identify forward-looking statements.

The forward-looking statements contained in this report are based on management’s good-faith belief and reasonable 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 10, 2022 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.

Recent Developments

COVID-19

Sale of Certain Agency Business

On June 30, 2021, our agency (Sycamore Insurance Agency) sold to Venture Agency Holdings, Inc., a related party, the customer accounts and other related assets of some of its personal and commercial lines of business (the “Venture Transaction”). Sycamore will continue to produce various personal and commercial lines that it did not sell which is substantially all produced for, and underwritten by, our Insurance Company Subsidiaries. We recognized an $8.9 million gain on the sale which is reflected in Other Gains in the Consolidated Statement of Operations. In order to determine the value of the portion of the business sold, the Company obtained a third party valuation based on a weighting of discounted cash flows and earnings before interest, taxes, depreciation and amortization (EBITDA) multiple valuation methods. The valuation included significant estimates and assumptions related to (i) forecasted revenue and EBITDA and (ii) the selection of the EBITDA multiple and discount rate.

The purchase price was $10.0 million of which $1.0 million was paid in cash on June 30, 2021, and $9.0 million was in the form of two promissory notes (one for $6.0 million and one for $3.0 million). Both notes require interest-only quarterly payments at a per annum rate of 7.0%, with a five-year maturity. There are no prepayment penalties. On December 14, 2021, Venture paid off the $3.0 million note.

The assets sold included the customer accounts (mainly agency-related new and renewal rights) of substantially all of the personal lines business and a small subset of the commercial lines business underwritten by our Insurance Company

Subsidiaries, and all of the customer accounts Sycamore produced for third-party insurers. The Venture Transaction included the transition of 21 employees from Conifer to Venture as well as necessary systems and office functions to operate the business. Venture did not assume any in-force business or liabilities. The business will transition to Venture as it produces new or renewal business effective July 1, 2021. We expect our Insurance Company Subsidiaries will continue to underwrite substantially all of the business we sold to Venture that we underwrote prior to the transaction. We expect Venture to be able to grow both the business we underwrite as well as the third-party business more effectively as a separate entity outside of Conifer. As of June 30, 2022, the Company had a non-controlling 50% interest in Venture.

On April 21, 2022, A.M. Best downgraded the Company’s Long-Term Issuer Credit Rating (Long-Term ICR) from “bb” (Fair) to “bb-” (Fair), and downgraded the Company’s insurance subsidiaries Financial Strength Rating from “B++” (Good) to “B+” (Good) and the Long-Term ICR from “bbb” (Good) to “bbb-” (Good). The outlook assigned to all these ratings by A.M. Best was Stable. We do not believe the rating changes will have a material effect on our business.

Business Overview

We are an insurance holding company that markets and services our product offerings through specialty commercial and specialty personal insurance business lines. Our growth has been significant since our founding in 2009. Currently, we are authorized to write insurance as an excess and surplus lines carrier in 45 states, including the District of Columbia. We are also licensed to write insurance as an admitted carrier in 42 states, including the District of Columbia, and we offer our insurance products in all 50 states.

Our revenues are primarily derived from premiums earned from our insurance operations. We also generate other revenues through investment income and other income which mainly consists of installment fees and policy issuance fees generally related to the policies we write.

Our expenses consist primarily of losses and loss adjustment expenses, agents’ commissions, and other underwriting and administrative expenses. We organize our operations into three insurance businesses: commercial insurance lines, personal insurance lines, and wholesale agency business. Together, the commercial and personal lines refer to "underwriting" operations that take insurance risk, and the wholesale agency business refers to non-risk insurance business.

Through our commercial insurance product lines, we offer coverage for both commercial property and commercial liability. We also offer coverage for commercial automobiles and workers’ compensation. Our insurance policies are sold to targeted small and mid-sized businesses on a single or multiple-coverage basis.

Through our personal insurance product lines, we offer homeowners insurance and dwelling fire insurance policies to individuals in several states. Our specialty homeowners insurance product line is primarily comprised of low-value dwelling insurance tailored for owners of lower valued homes, which we offer in Illinois, Indiana and Texas. Due to recent Florida-based industry events, we have been de-emphasizing our Florida homeowners' business and reducing our exposures in that state, as well as other wind-exposed states like Texas and Hawaii.

Through our wholesale agency business segment, we offer commercial and personal lines insurance products for our Insurance Company Subsidiaries as well as third-party insurers. We have expanded the wholesale agency business to develop more non-risk revenue streams, and provide our agents with more insurance product options. However, as a result of the sale of certain agency business on June 30, 2021, going forward, our agency segment will not be producing any significant amounts of business for third-party insurers and will produce approximately 50% less business for the Insurance Company Subsidiaries.

Critical Accounting Policies and Estimates

In certain circumstances, we are required to make estimates and assumptions that affect amounts reported in our consolidated financial statements and related footnotes. We evaluate these estimates and assumptions periodically on an on-going basis based on a variety of factors. There can be no assurance, however, that actual results will not be materially different than our estimates and assumptions, and that reported results of operations will not be affected by accounting adjustments needed to reflect changes in these estimates and assumptions. During the six months ended June 30, 2022, there were no material changes to our critical accounting policies and estimating methodologies, which are disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2022.

Executive Overview

The Company reported $37.4 million of gross written premiums in the second quarter of 2022, representing a 7.0% increase as compared to the same period in 2021. Our commercial lines gross written premiums increased by $1.1 million, or 3.6%, to $32.1 million in the second quarter of 2022, compared to $30.9 million for the same period in 2021. Personal lines gross written premiums increased by $1.3 million, or 32.4%, to $5.3 million in the second quarter of 2022, compared to $4.0 million for the same period in 2021.

The Company reported $70.4 million of gross written premiums for the six months ended June 30, 2022, compared to $65.4 million for the same period in 2021.

The Company reported a net loss of $8.4 million, or $0.86 per share, and a net loss of $11.3 million, or $1.16 per share, for the three and six months ended June 30, 2022, respectively. The Company reported net income of $5.6 million, or $0.57 per share, and net income of $916,000, or $0.09 per share, for the three and six months ended June 30, 2021, respectively.

Adjusted operating loss, a non-GAAP measure, was $7.3 million, or $0.75 per share for the three months ended June 30, 2022. Adjusted operating loss was $10.4 million, or $1.07 per share for the six months ended June 30, 2022. Adjusted operating loss, a non-GAAP measure, was $3.9 million, or $0.40 per share for the three months ended June 30, 2021. Adjusted operating loss was $10.9 million, or $1.13 per share for the six months ended June 30, 2021.

Our underwriting combined ratio was 129.2% and 121.0% for the three and six months ended June 30, 2022, compared to 113.2% and 120.8% for the three and six months ended June 30, 2021, respectively.

Results of Operations For The Three Months Ended June 30, 2022 and 2021

The following table summarizes our operating results for the periods indicated (dollars in thousands):

Summary of Operating Results

	Three Months Ended June 30,
	2022			2021			$ Change			% Change
Gross written premiums	$	37,418		$	34,981		$	2,437			7.0	%

Net written premiums	$	27,266		$	28,532		$	(1,266	)		(4.4	%)

Net earned premiums	$	24,576		$	24,838		$	(262	)		(1.1	)%
Other income		663			666			(3	)		(0.5	%)
Losses and loss adjustment expenses, net		22,251			17,926			4,325			24.1	%
Policy acquisition costs		5,725			6,896			(1,171	)		(17.0	)%
Operating expenses		4,470			4,342			128			2.9	%
Underwriting gain (loss)		(7,207	)		(3,660	)		(3,547	)	*
Net investment income		564			503			61			12.1	%
Net realized investment gains (losses)		(1,436	)		1,060			(2,496	)	*
Change in fair value of equity securities		317			(525	)		842		*
Other gains (losses)		(1	)		8,910			(8,911	)	*
Interest expense		727			732			(5	)		(0.7	)%
Income (loss) before equity earnings in Affiliate, net of tax		(8,490	)		5,556			(14,046	)	*
Equity earnings in Affiliate, net of tax		93			180			(87	)	*
Income tax expense		2			184			(182	)	*
Net income (loss)	$	(8,399	)	$	5,552		$	(13,951	)	*

Book value per common share outstanding	$	1.75		$	4.53

Underwriting Ratios:
Loss ratio (1)		90.2	%		71.9	%
Expense ratio (2)		39.0	%		41.3	%
Combined ratio (3)		129.2	%		113.2	%

(1)	The loss ratio is the ratio, expressed as a percentage, of net losses and loss adjustment expenses to net earned premiums and other income from underwriting operations.

(2)	The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and other underwriting expenses to net earned premiums and other income from underwriting operations.

(3)	The combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

*	Percentage change is not meaningful.

Premiums

Premiums are earned ratably over the term of the policy, whereas written premiums are reflected on the effective date of the policy. Almost all commercial lines and homeowners products have annual policies, under which premiums are earned evenly over one year. The resulting net earned premiums are impacted by the gross and ceded written premiums, earned ratably over the terms of the policies.

Our premiums are presented below for the three months ended June 30, 2022 and 2021 (dollars in thousands):

Summary of Premium Revenue

	Three Months Ended June 30,
	2022		2021		$ Change			% Change
Gross written premiums
Commercial lines	$	32,076	$	30,947	$	1,129			3.6	%
Personal lines		5,342		4,034		1,308			32.4	%
Total	$	37,418	$	34,981	$	2,437			7.0	%

Net written premiums
Commercial lines	$	22,386	$	24,672	$	(2,286	)		(9.3	)%
Personal lines		4,880		3,860		1,020			26.4	%
Total	$	27,266	$	28,532	$	(1,266	)		(4.4	)%

Net earned premiums
Commercial lines	$	20,784	$	22,188	$	(1,404	)		(6.3	)%
Personal lines		3,792		2,650		1,142			43.1	%
Total	$	24,576	$	24,838	$	(262	)		(1.1	)%

Gross written premiums increased $2.4 million, or 7.0%, to $37.4 million for the three months ended June 30, 2022, as compared to $35.0 million for the same period in 2021.

Commercial lines gross written premiums increased $1.1 million, or 3.6%, to $32.1 million in the second quarter of 2022, as compared to $30.9 million for the second quarter of 2021.

Personal lines gross written premiums increased $1.3 million, or 32.4%, to $5.3 million in the second quarter of 2022, as compared to $4.0 million for the same period in 2021. The increased gross written premiums were due to $950,000 of premium growth in the Company’s low-value dwelling book of business.

Net written premiums decreased $1.3 million, or 4.4%, to $27.3 million for the three months ended June 30, 2022, as compared to $28.5 million for the same period in 2021. The Company entered into new specific loss reinsurance treaties on December 31, 2021 and January 1, 2022, which included a 40% ceding commission. This increased ceded written premiums by $2.2 million in the second quarter of 2022. There was no ceding commission on excess of loss treaties during 2021. Ceded earned premiums also increased due to the new treaties by $2.1 million. The increase in ceded earned premiums was offset by the same increase in ceding commissions, which reduced acquisition costs. Ceded earned premiums also increased by $950,000 in the second quarter of 2022 as compared to 2021 due to growth in umbrella insurance premiums which are 94.0% ceded under existing quota share reinsurance agreements.

Other Income

Losses and Loss Adjustment Expenses

The tables below detail our losses and loss adjustment expenses and loss ratios in our underwriting business for the three months ended June 30, 2022 and 2021 (dollars in thousands).

Three months ended June 30, 2022	Commercial Lines			Personal Lines			Total
Accident year net losses and LAE	$	10,650		$	2,077		$	12,727
Net (favorable) adverse development		9,256			268			9,524
Calendar year net losses and LAE	$	19,906		$	2,345		$	22,251

Accident year loss ratio		51.1	%		54.4	%		51.6	%
Net (favorable) adverse development		44.4	%		7.0	%		38.6	%
Calendar year loss ratio		95.5	%		61.4	%		90.2	%

Three months ended June 30, 2021	Commercial Lines			Personal Lines			Total
Accident year net losses and LAE	$	10,754		$	962		$	11,716
Net (favorable) adverse development		6,186			24			6,210
Calendar year net losses and LAE	$	16,940		$	986		$	17,926

Accident year loss ratio		48.4	%		35.7	%		47.0	%
Net (favorable) adverse development		27.8	%		0.9	%		24.9	%
Calendar year loss ratio		76.2	%		36.6	%		71.9	%

Net losses and LAE increased by $4.3 million, or 24.1%, to $22.3 million during the second quarter of 2022, compared to $17.9 million for the same period in 2021. The increase in losses was driven by adverse development in the commercial lines of business that occurred during the second quarter of 2022, of which $4.3 million, $3.6 million, and $1.6 million occurred in the 2018 and prior, 2019 and 2020 accident years, respectively.

The Company experienced $6.2 million of adverse development for the three months ended June 30, 2021. Of the $6.2 million in adverse development, $1.9 million was related to 2017 and prior accident years, $2.4 million was related to the 2018 accident year, and $1.9 million was related to the 2019 and 2020 accident years. Substantially all of the development was from the Company’s commercial lines of business.

Expense Ratio

Our expense ratio is a measure of the efficiency and performance of the commercial and personal lines of business (our risk-bearing underwriting operations). It is calculated by dividing the sum of policy acquisition costs and other underwriting expenses by the sum of net earned premiums and other income of the underwriting business. Costs that cannot be readily identifiable as a direct cost of a segment or product line remain in Corporate for segment reporting purposes. The expense ratio excludes wholesale agency and Corporate expenses.

The table below provides the expense ratio by major component.

	Three Months Ended June 30,
	2022			2021
Commercial Lines
Policy acquisition costs		21.2	%		28.4	%
Operating expenses		16.8	%		12.8	%
Total		38.0	%		41.2	%
Personal Lines
Policy acquisition costs		32.0	%		27.5	%
Operating expenses		12.7	%		14.5	%
Total		44.7	%		42.0	%
Total Underwriting
Policy acquisition costs		22.8	%		28.3	%
Operating expenses		16.2	%		13.0	%
Total		39.0	%		41.3	%

Our expense ratio decreased by 2.3 percentage points in the second quarter of 2022 as compared to the same period in 2021. The decrease was largely due to a reduction in policy acquisition costs attributable to $2.1 million of ceding commission from new excess of loss reinsurance treaties. There were no ceding commissions on excess of loss treaties in 2021.

Policy acquisition costs are costs we incur to issue policies, which include commissions, premium taxes, underwriting reports and underwriter compensation costs. The Company offsets direct commissions with ceding commissions from reinsurers. The percentage of policy acquisition costs to net earned premiums and other income decreased by 5.5%, from 28.3% in the second quarter of 2021, to 22.8% for the same period in 2022, mostly due to the new ceding commission mentioned above.

Operating expenses consist primarily of employee compensation, information technology and occupancy costs, such as rent and utilities. Operating expenses as a percent of net earned premiums and other underwriting income increased by 3.2% during the second quarter of 2022 to 16.2%, compared to 13.0% for the same period in 2021. While overall operating expenses were fairly consistent quarter-over-quarter, the new excess of loss reinsurance treaties with the ceding commission drove net earned premiums lower, resulting in a slightly higher operating expense ratio.

The personal lines operating expense ratio was lower in the second quarter of 2022 due to significant growth in premium volume on substantially the same operating expense base.

Segment Results

We measure the performance of our consolidated results, in part, based on our underwriting gain or loss. The following table provides the underwriting gain or loss for the three months ended June 30, 2022 and 2021 (dollars in thousands):

Segment Gain (Loss)

	Three Months Ended June 30,
	2022			2021			$ Change
Commercial Lines	$	(6,973	)	$	(3,878	)	$	(3,095	)
Personal Lines		(234	)		577			(811	)
Total Underwriting		(7,207	)		(3,301	)		(3,906	)
Wholesale Agency		20			(87	)		107
Corporate		(57	)		(255	)		198
Eliminations		37			(17	)		54
Total segment gain (loss)	$	(7,207	)	$	(3,660	)	$	(3,547	)

Results of Operations For The Six Months Ended June 30, 2022 and 2021

The following table summarizes our operating results for the periods indicated (dollars in thousands):

	Six months ended June 30,
	2022			2021			$ Change			% Change
Gross written premiums	$	70,382		$	65,354		$	5,028			7.7	%

Net written premiums	$	45,287		$	53,015		$	(7,728	)		(14.6	)%

Net earned premiums	$	48,531		$	47,673		$	858			1.8	%
Other income		1,361			1,222			139			11.4	%
Losses and loss adjustment expenses, net		40,269			37,288			2,981			8.0	%
Policy acquisition costs		11,189			13,646			(2,457	)		(18.0	)%
Operating expenses		8,630			8,691			(61	)		(0.7	)%
Underwriting gain (loss)		(10,196	)		(10,730	)		534			5.0	%
Net investment income		1,071			1,035			36			3.5	%
Net realized investment gains		(1,505	)		3,984			(5,489	)	*
Change in fair value of equity securities		597			(1,065	)		1,662		*
Other gains		(6	)		8,910			(8,916	)	*
Interest expense		1,438			1,453			(15	)		(1.0	)%
Income (loss) before equity earnings in Affiliate and income taxes		(11,477	)		681			(12,158	)	*
Equity earnings in Affiliate, net of tax		169			428			(259	)	*
Income tax expense		(39	)		193			(232	)	*
Net income (loss)	$	(11,269	)	$	916		$	(12,185	)	*

Book value per common share outstanding	$	1.75		$	4.53

Underwriting Ratios:
Loss ratio (1)		82.7	%		77.9	%
Expense ratio (2)		38.3	%		42.9	%
Combined ratio (3)		121.0	%		120.8	%

(1)	The loss ratio is the ratio, expressed as a percentage, of net losses and loss adjustment expenses to net earned premiums and other income from underwriting operations.

(2)	The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and other underwriting expenses to net earned premiums and other income from underwriting operations.

(3)	The combined ratio is the sum of the loss ratio and the expense ratio. A combined ratio under 100% indicates an underwriting profit. A combined ratio over 100% indicates an underwriting loss.

*	Percentage change is not meaningful.

Premiums

Our premiums are presented below for the six months ended June 30, 2022 and 2021 (dollars in thousands):

	Six months ended June 30,
	2022		2021		$ Change			% Change
Gross written premiums
Commercial lines	$	60,662	$	58,168	$	2,494			4.3	%
Personal lines		9,720		7,186		2,534			35.3	%
Total	$	70,382	$	65,354	$	5,028			7.7	%
Net written premiums
Commercial lines	$	36,726	$	46,229	$	(9,503	)		(20.6	)%
Personal lines		8,561		6,786		1,775			26.2	%
Total	$	45,287	$	53,015	$	(7,728	)		(14.6	)%
Net earned premiums
Commercial lines	$	41,308	$	42,894	$	(1,586	)		(3.7	)%
Personal lines		7,223		4,779		2,444			51.1	%
Total	$	48,531	$	47,673	$	858			1.8	%

Gross written premiums increased $5.0 million, or 7.7%, to $70.4 million for the six months ended June 30, 2022, as compared to $65.4 million for the same period in 2021.

Commercial lines gross written premiums increased $2.5 million, or 4.3%, to $60.7 million for the six months ended June 30, 2022, as compared to $58.2 million in the same period of 2021. The increase was due to $4.0 million of premium growth in the Company’s small business programs, partially offset by a $1.5 million reduction of gross written premium in the Company’s hospitality programs.

Personal lines gross written premiums increased $2.5 million, or 35.3%, to $9.7 million for the six months ended June 30, 2022, as compared to $7.2 million for the same period in 2021. The increased gross written premiums were due to $2.0 million of premium growth in the Company’s low-value dwelling book of business.

Net written premiums decreased $7.7 million, or 14.6%, to $45.3 million for the six months ended June 30, 2022, as compared to $53.0 million for the same period in 2021. The Company entered into new specific loss reinsurance treaties on December 31, 2021 and January 1, 2022, which included a 40% ceding commission. This increased ceded written premiums by approximately $6.6 million for the six months ended June 30, 2022. There was no ceding commission on excess of loss treaties during 2021. Ceded earned premiums also increased due to the new treaties by $4.3 million. The increase in ceded earned premiums was offset by the same increase in ceding commissions, which reduced acquisition costs. Ceded earned premiums also increased by $7.2 million for the six months ended June 30, 2022, as compared to the same period in 2021 due to growth in umbrella insurance premiums which are 94.0% ceded under existing quota share reinsurance agreements.

Other Income

Other income consists primarily of fees charged to policyholders by the Company for services outside of the premium charge, such as installment billings and policy issuance costs. Other income also includes the interest income from the $6.0 million promissory note receivable from Venture relating to the Venture Transaction. Commission income is also received by the Company’s insurance agency for writing policies for third-party insurance companies. All of the third-party business was sold to Venture at June 30, 2021. Accordingly, other income from that business will diminish over the next few quarters as it transitions over to Venture, and will ultimately no longer occur. Other income for the six months ended June 30, 2022, increased by $139,000, or 11.4%, to $1.4 million as compared to $1.2 million for the same period in 2021. Other income relating to installment billings and policy issuance costs was lower in the first six months of 2022, as the business that was sold to Venture at June 30, 2021, no longer produces other income for the Company. This was more than offset by an increase in the interest income of $210,000 for the six months ended June 30, 2022, from the $6.0 promissory note receivable from Venture from the Venture Transaction.

Losses and Loss Adjustment Expenses

The tables below detail our losses and loss adjustment expenses and loss ratios in our underwriting business for the six months ended June 30, 2022 and 2021 (dollars in thousands).

Six months ended June 30, 2022	Commercial Lines			Personal Lines			Total
Accident year net losses and LAE	$	21,520		$	3,704		$	25,224
Net (favorable) adverse development		14,996			49			15,045
Calendar year net losses and LAE	$	36,516		$	3,753		$	40,269

Accident year loss ratio		52.0	%		51.1	%		51.8	%
Net (favorable) adverse development		36.1	%		0.6	%		30.9	%
Calendar year loss ratio		88.1	%		51.7	%		82.7	%

Six months ended June 30, 2021	Commercial Lines			Personal Lines			Total
Accident year net losses and LAE	$	22,543		$	2,757		$	25,300
Net (favorable) adverse development		11,352			636			11,988
Calendar year net losses and LAE	$	33,895		$	3,393		$	37,288

Accident year loss ratio		52.4	%		56.7	%		52.9	%
Net (favorable) adverse development		26.4	%		13.1	%		25.0	%
Calendar year loss ratio		78.8	%		69.8	%		77.9	%

Net losses and LAE decreased by $3.0 million, or 8.0%, to $40.3 million for the six months ended June 30, 2022, compared to $37.3 million for the same period in 2021. The increase in losses was driven by adverse development that occurred during the first six months of 2022. The Company experienced $15.0 million of adverse development for the six months ended June 30, 2022, as compared to $12.0 million of adverse development for the same period in 2021.

Of the $15.0 million of adverse development experienced in the first six months of 2022, $7.1 million was related to 2018 and prior accident years, $4.9 million was related to the 2019 accident year, and $3.1 million was related to the 2020 accident year. Substantially all of the $15.0 million of adverse development was related to the Company’s commercial lines of business.

Net losses and LAE increased were $37.3 million for the six months ended June 30, 2021. The Company experienced $2.0 million of catastrophe losses, net of reinsurance recoverables, during the first quarter of 2021 from Winter Storm Uri. The Company also experienced $12.0 million of adverse development for the six months ended June 30, 2021, which increased losses further. Of the $12.0 million in adverse development, $11.4 million was related to commercial lines, while $636,000 was related to personal lines. The adverse development was mostly attributable to the 2018 and 2017 and prior accident years.

Expense Ratio

The table below provides the expense ratio by major component.

	Six months ended June 30,
	2022			2021
Commercial Lines
Policy acquisition costs		21.1	%		29.4	%
Operating expenses		16.1	%		13.5	%
Total		37.2	%		42.9	%
Personal Lines
Policy acquisition costs		31.9	%		27.6	%
Operating expenses		12.2	%		15.2	%
Total		44.1	%		42.8	%
Total Underwriting
Policy acquisition costs		22.8	%		29.2	%
Operating expenses		15.5	%		13.7	%
Total		38.3	%		42.9	%

Our expense ratio decreased by 4.6 percentage points for the six months ended June 30, 2022, as compared to the same period in 2021. The decrease was largely due to a reduction in policy acquisition costs attributable to $4.3 million of ceding commission from new excess of loss reinsurance treaties. There were no commissions on excess of loss treaties in 2021. The expense ratio also decreased as a result of a $836,000 increase in underwriting revenue for the six months ended June 30, 2022, as compared to the same period in 2021, while operating expenses were slightly higher in 2022.

Policy acquisition costs are costs we incur to issue policies, which include commissions, premium taxes, underwriting reports and underwriter compensation costs. The Company offsets direct commissions with ceded commissions from reinsurers. The percentage of policy acquisition costs to net earned premiums and other income decreased by 6.4%, from 29.2% in the first six months of 2021, to 22.8% for the same period in 2022, mostly due to the new ceding commission mentioned above.

Operating expenses consist primarily of employee compensation, information technology and occupancy costs, such as rent and utilities. Operating expenses as a percent of net earned premiums and other underwriting income increased by 1.8% to 15.5% for the six months ended June 30, 2022, as compared to 13.7% for the same period in 2021. The new excess of loss reinsurance treaties with the ceding commission drove net earned premiums lower, resulting in a slightly higher operating expense ratio.

The personal lines operating expense ratio was lower for the six months ended June 30, 2022 due to significant growth in premium volume on substantially the same operating expense base.

Segment Results

We measure the performance of our consolidated results, in part, based on our underwriting gain or loss. The following table provides the underwriting gain or loss for the six months ended June 30, 2022 and 2021 (dollars in thousands):

Segment Gain (Loss)

	Six months ended June 30,
	2022			2021			$ Change
Commercial Lines	$	(10,506	)	$	(9,344	)	$	(1,162	)
Personal Lines		300			(610	)		910
Total Underwriting		(10,206	)		(9,954	)		(252	)
Wholesale Agency		82			(232	)		314
Corporate		(215	)		(513	)		298
Eliminations		143			(31	)		174
Total segment gain (loss)	$	(10,196	)	$	(10,730	)	$	534

Liquidity and Capital Resources

Sources and Uses of Funds

At June 30, 2022, we had $41.1 million in cash, cash equivalents and short-term investments. Our principal sources of funds are insurance premiums, investment income, proceeds from maturities and sales of invested assets and installment fees. These funds are primarily used to pay claims, commissions, employee compensation, taxes and other operating expenses, and service debt.

We believe that our existing cash, cash equivalents, short-term investments and investment securities balances will be adequate to meet our capital and liquidity needs and the needs of our subsidiaries on a short-term and long-term basis.

We conduct our business operations primarily through our Insurance Company Subsidiaries. Our ability to service debt, and pay administrative expenses is primarily reliant upon our intercompany service fees paid by the Insurance Company Subsidiaries to the Parent Company for management, administrative, and information technology services provided to the Insurance Company Subsidiaries by the Parent Company. Secondarily, the Parent Company may receive dividends from the Insurance Company Subsidiaries; however, this is not the primary means in which the Parent Company supports its funding as state insurance laws restrict the ability of our Insurance Company Subsidiaries to declare dividends to the Parent Company. There were no dividends paid from our Insurance Company Subsidiaries during the six months ended June 30, 2022 and 2021.

Cash Flows

Operating Activities. Cash used in operating activities for the six months ended June 30, 2022 was $15.5 million compared to $4.5 million for the same period in 2021. The $11.0 million increase was primarily due to a $8.1 million increase in ceded premiums paid during the six months ended June 30, 2022, compared to the same period in 2021. This was due to the new specific commercial liability treaty the Company entered into as of December 31, 2021, which includes a 40% ceding commission. The increase in ceded premiums paid was offset by a $5.1 million decrease in acquisition costs paid for the six months ended June 30, 2022, compared to the same period in 2021. This decrease was also related to the new specific commercial liability treaty the Company entered into on December 31, 2021. There was also an $8.5 million increase in paid losses as the Company has accelerated closing claims which resulted in a significant decline in outstanding cases.

Investing Activities. Cash provided by investing activities for the six months ended June 30, 2022 was $13.7 million, compared to $4.9 million in the same period in 2021. The $8.8 million increase of cash provided by investing activities was driven by a $46.4 million increase in the sales of investment during the first six months of 2022, compared to the same period in 2021. This was offset by an increase of $39.0 million increase in the purchases of investment for the six months ended June 30, 2022, compared to the same period in 2021.

Financing Activities. Cash provided by financing activities for the six months ended June 30, 2022 was $5.0 million compared to $4.0 million of cash used in the same period in 2021. The $9.0 million increase was driven by the Company paying down a net amount of $0 on the line of credit during the first six months of 2022, compared to the Company paying down a net amount of $4.0 million during the first six months of 2021. The Company also received proceeds of $5.0 million of common equity which was effective on August 10, 2022. The was no balance outstanding on the line of credit as of June 30, 2022.

Statutory Capital and Surplus

Our Insurance Company Subsidiaries are required to file quarterly and annual financial reports with state insurance regulators. These financial reports are prepared using statutory accounting practices promulgated by the Insurance Company Subsidiaries’ state of domiciliary, rather than GAAP. The Insurance Company Subsidiaries’ aggregate statutory capital and surplus (which is a statutory measure of equity) was $58.0 million and $63.9 million at June 30, 2022 and December 31, 2021, respectively.

Non-GAAP Financial Measures

Adjusted Operating Income and Adjusted Operating Income Per Share

Adjusted operating income and adjusted operating income per share are non-GAAP measures that represent net income allocable to common shareholders excluding net realized investment gains or losses, other gains or losses, and changes in fair value of equity securities; all net of tax. The most directly comparable financial GAAP measures to adjusted operating income and adjusted operating income per share are net income and net income per share, respectively. Adjusted operating income and adjusted operating income per share are intended as supplemental information and are not meant to replace net income or net income per share. Adjusted operating income and adjusted operating income per share should be read in conjunction with the

GAAP financial results. Our definition of adjusted operating income may be different from that used by other companies. The following is a reconciliation of net income (loss) to adjusted operating income (loss) (dollars in thousands), as well as net income (loss) per share to adjusted operating income (loss) per share:

	Three Months Ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Net income (loss)	$	(8,399	)	$	5,552		$	(11,269	)	$	916
Exclude:
Net realized investment gains (losses), net of tax		(1,436	)		1,060			(1,505	)		3,984
Other gains (losses), net of tax		(1	)		8,910			(6	)		8,910
Change in fair value of equity securities, net of tax		317			(525	)		597			(1,065	)
Adjusted operating income (loss)	$	(7,279	)	$	(3,893	)	$	(10,355	)	$	(10,913	)

Weighted average common shares diluted		9,712,602			9,686,631			9,710,223			9,684,193
Diluted income (loss) per common share:
Net income (loss)	$	(0.86	)	$	0.57		$	(1.16	)	$	0.09
Exclude:
Net realized investment gains (losses), net of tax		(0.14	)		0.11			(0.15	)		0.41
Other gains (losses), net of tax		—			0.92			—			0.92
Change in fair value of equity securities, net of tax		0.03			(0.06	)		0.06			(0.11	)
Adjusted operating income (loss) per share	$	(0.75	)	$	(0.40	)	$	(1.07	)	$	(1.13	)

We use adjusted operating income and adjusted operating income per share to assess our performance and to evaluate the results of our overall business. We believe these measures provide investors with valuable information relating to our ongoing performance that may be obscured by the net effect of realized gains and losses as a result of our market risk sensitive instruments, which primarily relate to debt securities that are available for sale and not held for trading purposes. The change in fair value of equity securities and realized gains and losses may vary significantly between periods and are generally driven by external economic developments, such as capital market conditions. Accordingly, adjusted operating income excludes the effect of items that tend to be highly variable from period to period and highlights the results from our ongoing business operations and the underlying results of our business. We believe that it is useful for investors to evaluate adjusted operating income and adjusted operating income per share, along with net income and net income per share, when reviewing and evaluating our performance.

Recently Issued Accounting Pronouncements

Refer to Note 1 ~ Summary of Significant Accounting Policies – Recently Issued Accounting Guidance of the Notes to the Consolidated Financial Statements for detailed information regarding recently issued accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices such as interest rates, other relevant market rates or price changes. The volatility and liquidity in the markets in which the underlying assets are traded directly influence market risk. The following is a discussion of our primary market risk exposures and how those exposures are currently managed as of June 30, 2022. Our market risk sensitive instruments are primarily related to fixed income securities, which are available-for-sale and not held for trading purposes.

Interest Rate Risk

At June 30, 2022, the fair value of our investment portfolio, excluding cash and cash equivalents, was $148.2 million. Our investment portfolio consists principally of investment-grade, fixed-income securities, all of which are classified as available for sale. Accordingly, the primary market risk exposure to our debt securities is interest rate risk. In general, the fair market value of a portfolio of debt securities increases or decreases inversely with changes in market interest rates, while net investment income realized from future investments in debt securities increases or decreases along with interest rates. We attempt to mitigate interest rate risks by investing in securities with varied maturity dates and by managing the duration of our investment portfolio to a defined range of three to four years. The effective duration of our portfolio as of June 30, 2022 and December 31, 2021 was 3.5 and 3.6 years, respectively.

The table below illustrates the sensitivity of the fair value of our debt investments, classified as debt securities and short-term investments, to selected hypothetical changes in interest rates as of June 30, 2022. The selected scenarios are not predictions of future events, but rather illustrate the effect that events may have on the fair value of the debt portfolio and shareholders’ equity (dollars in thousands).

			Estimated			Hypothetical Percentage Increase (Decrease) in
Hypothetical Change in Interest Rates	Estimated		Change in						Shareholders'
As of June 30, 2022	Fair Value		Fair Value			Fair Value			Equity
200 basis point increase	$	137,669	$	(9,539	)		(6.48	)%		(43.40	)%
100 basis point increase		142,247		(4,961	)		(3.37	)%		(22.57	)%
No change		147,208		—			—			—
100 basis point decrease		152,552		5,344			3.63	%		24.31	%
200 basis point decrease		158,116		10,908			7.41	%		49.63	%

Credit Risk

An additional exposure to our debt securities portfolio is credit risk. We manage our credit risk by investing only in investment-grade securities. In addition, we comply with applicable statutory requirements, which limit the portion of our total investment portfolio that we can invest in any one security.

We are subject to credit risks with respect to our reinsurers. Although a reinsurer is liable for losses to the extent of the coverage which it assumes, our reinsurance contracts do not discharge our insurance companies from primary liability to each policyholder for the full amount of the applicable policy, and consequently our insurance companies remain obligated to pay claims in accordance with the terms of the policies regardless of whether a reinsurer fulfills or defaults on its obligations under the related reinsurance agreement. To mitigate our credit risk to reinsurance companies, we attempt to select financially strong reinsurers with an A.M. Best rating of “A-” or better and continue to evaluate their financial condition throughout the duration of our agreements.

At June 30, 2022, the net amount due to the Company from reinsurers, including prepaid reinsurance premiums, was $61.3 million. We believe all amounts recorded as due from reinsurers are recoverable.

Effects of Inflation

We do not believe that inflation has a material effect on our results of operations, except for the effect that inflation may have on interest rates and claims costs. We consider the effects of inflation in pricing and estimating reserves for unpaid losses and LAE. The actual effects of inflation on our results are not known until claims are ultimately settled. In addition to general price inflation, we are exposed to a long-term upward trend in the cost of judicial awards for damages.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, including its Co-Chief Executive Officers and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of June 30, 2022. Based on such evaluations, the Co-Chief Executive Officers and Chief Financial Officer have concluded the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company’s management, including the Co-Company’s Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

For the three months ended June 30, 2022, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required by this item is included under Note 12 ~ Commitments and Contingencies of the Notes to the Consolidated Financial Statements of the Company’s Form 10-Q for the six months ended June 30, 2022, which is hereby incorporated by reference.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors disclosed in our Annual Report on Form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 10, 2022.

ITEM 5. OTHER INFORMATION

(a)

Unregistered sales of Equity Securities and Use of Proceeds after June 30, 2022

On May 9, 2022, the Company’s Board of Directors authorized a subscription agreement for a private placement stock purchase offering wherein the Company was authorized to sell a maximum of $5.0 million of the Company’s common stock, no par value per share, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D as promulgated under the Securities Act and in accordance with applicable federal securities laws.. The participants in the private placement consisted mainly of members of the Company's Board of Directors.

Under this private placement offering, the Company issued $5.0 million of common equity consisting of 2,500,000 shares at a price of $2.00 per share on August 10, 2022. The Company's common stock closing market price on the Nasdaq Stock Market on August 9, 2022, was $1.51 per share. The offering was made to accredited investors only. No commissions or other remuneration were paid in connection with the issuance. The actual timing, number and value of shares to be issued under the private placement offering was determined by management in its discretion and depended on a number of factors, including the market price of the Company’s stock, general marketing conditions, and other factors. The Company used the proceeds for growth capital in the Company's specialty core commercial business segments.

(b)

Amendment of Line of Credit after June 30, 2022

The Company maintains a $10.0 million line of credit with a national bank (the “Lender”). The line of credit bears interest at the London Interbank rate ("LIBOR") plus 2.75% per annum, payable monthly. On June 18, 2021, the line of credit was renewed with a maturity of December 1, 2022. As of June 30, 2022, the Company had no balance outstanding on the line of credit but was out of compliance on the tangible net worth and debt-to-total capital debt covenants on the line of credit. On August 8, 2022, the Company entered into an amendment with the Lender which waived the June 30, 2022 debt covenant breaches, eliminated the financial debt covenant requirements going forward and requires prior bank approval for any future draws on the line of credit.

(c)

Federal Home Loan Bank of Indiana Loan

One of the Company’s Insurance Company Subsidiaries borrowed $14.5 million from the Federal Home Loan Bank of Indiana on July 7, 2022. See Note 14 ~ Subsequent Events for more information.

ITEM 6. EXHIBITS

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Period Ending	Exhibit / Appendix Number	Filing Date

10.29	Six Amendment to Credit Agreement dated as of August 8, 2022 between the Company and the Huntington National Bank

31.1	Section 302 Certification — Co-CEO

31.2	Section 302 Certification — Co-CEO

31.3	Section 302 Certification — CFO

32.1*	Section 906 Certification — Co-CEO

32.2*	Section 906 Certification — Co-CEO

32.3*	Section 906 Certification — CFO

101.INS	inline XBRL Instance Document

101.SCH	inline XBRL Taxonomy Extension Schema Document

101.CAL	inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF	inline XBRL Taxonomy Extension Definition Linkbase

101.LAB	inline XBRL Taxonomy Extension Label Linkbase

101.PRE	inline XBRL Taxonomy Extension Presentation Linkbase

104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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, thereunto duly authorized.

	CONIFER HOLDINGS, INC.

	By:	/s/ Harold J. Meloche
		Harold J. Meloche
		Chief Financial Officer,
		Principal Financial Officer,
		Principal Accounting Officer

Dated: August 10, 2022