S-1 1 ny20004217x1_s1.htm S-1

As filed with the Securities and Exchange Commission on May 17, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Conifer Holdings, Inc.

(Exact name of registrant as specified in its charter)

Michigan			6331			27-1298795
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

550 West Merrill Street, Suite 200

Birmingham, Michigan 48009

(248) 559-0840

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Richard J. Fiato

Corporate Counsel

Conifer Holdings, Inc.

550 West Merrill Street, Suite 200

Birmingham, Michigan 48009

(248) 559-0840

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Donald J. Kunz

Honigman LLP

2290 First National Building

660 Woodward Avenue

Detroit, Michigan 48226

(313) 465-7454

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act. ☐

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

	Per Note	Total
Public offering price⁽¹⁾	%	$
Underwriting discounts and commissions⁽²⁾	%	$
Proceeds to us, before expenses⁽³⁾	%	$

			Page No.
PROSPECTUS SUMMARY			1
RISK FACTORS			11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA			16
USE OF PROCEEDS			18
CAPITALIZATION			19
DESCRIPTION OF THE NOTES			20
DESCRIPTION OF OTHER INDEBTEDNESS			33
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			34
UNDERWRITING			38
LEGAL MATTERS			41
EXPERTS			41
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			42
WHERE YOU CAN FIND MORE INFORMATION			43

	Gross Written Premium by Segment
	Three months ended March 31, 2022	%	Year ended Dec 31, 2021	%	Year ended Dec 31, 2020	%	Year ended Dec 31, 2019	%
Commercial	$28,586	87%	$117,075	89%	$102,763	92%	$94,391	93%
Personal	4,378	13%	15,020	11%	8,572	8%	7,462	7%
Total	$32,964	100%	$132,095	100%	$111,335	100%	$101,853	100%

	Gross Written Premiums by State
	Three months ended March 31, 2022%	%	Year ended Dec 31, 2021	%	Year ended Dec 31, 2020	%	Year ended Dec 31, 2019	%
Michigan	$9,306	28.2%	$29,314	22.2%	$23,304	20.9%	$19,346	19.0%
California	3,638	11.0%	11,805	8.9%	8,140	7.3%	7,037	6.9%
Florida	3,406	10.3%	13,727	10.4%	13,573	12.2%	16,993	16.7%
Texas	3,193	9.7%	12,062	9.1%	10,243	9.2%	8,236	8.1%
Oklahoma	2,234	6.8%	7,695	5.8%	2,264	2.2%	912	0.9%
New York	1,482	4.5%	7,893	6.0%	6,386	5.7%	7,955	7.8%
Ohio	1,313	4.0%	4,123	3.1%	3,823	3.4%	4,129	4.1%
Colorado	960	2.9%	2,917	2.2%	2,832	2.5%	3,044	3.0%
Indiana	765	2.3%	3,692	2.8%	3,559	3.2%	3,937	3.9%
Pennsylvania	631	1.9%	4,863	3.7%	4,846	4.4%	6,015	5.9%
West Virginia	507	1.5%	2,006	1.5%	1,774	1.6%	1,924	1.9%
All Other States	5,529	16.9%	31,998	24.3%	30,591	27.4%	22,325	21.9%
Total	32,964	100.0%	132,095	100.0%	111,335	100.0%	101,853	100.0%

	Three Months Ended March 31,	Three Months Ended March 31,	Year Ended December 31,
	2022	2021	2021	2020	2019
	(dollars in thousands)
Operating Results:
Gross written premiums	$32,964	$30,373	$132,095	$111,335	$101,853
Ceded written premiums	(14,943)	(5,890)	(30,666)	(18,395)	(14,129)
Net written premiums	$18,021	$24,483	$101,429	$92,940	$87,724
Net earned premiums	$23,955	$22,835	$98,802	$89,103	$89,089
Net investment income	507	532	1,968	3,156	4,031
Net realized investment gains (losses)	(69)	2,924	2,878	8,126	1,196
Change in fair value of equity securities	280	(540)	(2,020)	228	(427)
Other gains (losses)	(5)	—	11,664	260	—
Other income	698	556	2,671	2,615	2,109
Total revenue	25,366	26,307	115,963	103,488	95,998
Losses and loss adjustment expenses, net	18,018	19,362	69,861	56,228	59,744
Policy acquisition costs	5,464	6,750	28,451	26,105	24,911
Operating expenses	4,160	4,349	16,509	18,468	17,582
Interest expense	711	721	2,852	2,925	2,882
Total expenses	28,353	31,182	117,673	103,726	105,119

	March 31, 2022
	Actual	As Adjusted
	(dollars in thousands)
Cash and cash equivalents	$7,837
Debt
Senior unsecured notes	23,991
Subordinated notes	9,651
Line of credit	5,000
Total debt	38,642
Shareholders' equity	30,384
Common stock	92,730
Accumulated deficit	(52,949)
Accumulated other comprehensive income (loss)	(9,397)
Total shareholders' equity	30,384
Total capitalization	69,026

SEC Registration Fee			$
FINRA filing fee
Nasdaq listing fee
Legal Fees and Expenses
Accounting Fees and Expenses
Printing Fees and Expenses
Trustee Fees
Miscellaneous Expenses
Total			$

Exhibit Number			Description
1.1**			Form of Underwriting Agreement

3.1			Second Amended and Restated Articles of Incorporation of Conifer Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 28, 2015)

3.2			Amended and Restated Bylaws of Conifer Holdings, Inc. (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement Form S-1/A filed on July 30, 2015)

4.1			Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement Form S-1/A filed on July 30, 2015)

4.2			2018 Indenture (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 24, 2018)

4.3			2018 Supplemental Indenture (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on September 24, 2018)

4.4			Form of 2018 Note (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-1/A filed on September 10, 2018)

4.5**			Form of 2022 Indenture

4.6**			Form of 2022 Supplemental Indenture

4.7**			Form of 2022 Note

5.1**			Opinion of Honigman LLP

10.1			2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement Form S-1 filed on July 2, 2015)

10.2			Lease Agreement, dated September 18, 2013, as amended (incorporated by reference to Exhibit 10.3 to the Company’s S-1 filed on July 2, 2015)

10.3			Employment Agreements with Nicholas J. Petcoff, James G. Petcoff, Andrew D. Petcoff and Brian J. Roney (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K filed on March 15, 2017)

Exhibit Number			Description
10.4			Note Purchase Agreement dated September 29, 2017 between the Company and Elanus Capital Investments Master SP Series 3 (incorporated by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-Q filed on November 8, 2017)

10.5			Credit Agreement dated as of June 21, 2018 between the Company and The Huntington National Bank (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K filed on March 13, 2019)

10.5.1			First Amendment to Credit Agreement dated as of December 27, 2018 between the Company and the Huntington National Bank (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K filed on March 13, 2019)

10.5.2			Second Amendment to Credit Agreement dated as of June 21, 2019 between the Company and The Huntington National Bank (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K filed on March 12, 2020)

10.5.3			Third Amendment to Credit Agreement dated as of April 24, 2020 between the Company and The Huntington National Bank (incorporated by reference to Exhibit 10.24 of the Company’s Quarterly Report on Form 10-Q filed on May 13, 2020)

10.5.4			Fourth Amendment to Credit Agreement dated as of June 19, 2020 between the Company and The Huntington National Bank (incorporated by reference to Exhibit 10.26 of the Company’s Quarterly Report on Form 10-Q filed on August 12, 2020)

10.5.5			Fifth Amendment to Credit Agreement dated as of June 18, 2021 between the Company and the Huntington National Bank (incorporated by reference to Exhibit 10.28 of the Company’s Quarterly Report on Form 10-Q filed on August 11, 2021)

10.6			Amended and Restated Note Purchase Agreement dated September 25, 2018 between the Company and Elanus Capital Investments Master SP Series 3 (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on March 13, 2019)

10.6.1			First Amendment to Amended and Restated Note Purchase Agreement dated as of December 13, 2018 between the Company and Elanus Capital Investments Master SP Series 3 (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K filed on March 13, 2019)

10.6.2			Second Amendment to Amended and Restated Note Purchase Agreement dated as of June 21, 2019 between the Company and Elanus Capital Investments Master SP Series 3 (incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K filed on March 12, 2020)

10.6.3*			Third Amendment to Amended and Restated Note Purchase Agreement dated as of May 9, 2022 between the Company and Elanus Capital Investments Master SP Series 3

10.7			Waiver and Consent from The Huntington National Bank dated as of October 31, 2018 regarding the Amended and Restated Note Purchase Agreement between the Company and Elanus Capital Investments Master SP Series 3 (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K filed on March 13, 2019)

10.8*			Waiver from The Huntington National Bank dated as of May 11, 2022

Exhibit Number			Description
10.9*			Waiver from Elanus Capital Investments Master SP Series 3 dated as of May 9, 2022

21.1			List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K filed on March 10, 2022)

23.1*			Consent of Deloitte & Touche LLP

23.2**			Consent of Honigman LLP (included in Exhibit 5.1)

	Three Months Ended March 31,	Three Months Ended March 31,	Year Ended December 31,
	2022	2021	2021	2020	2019
	(dollars in thousands)
Income (loss) before income taxes	(2,987)	(4,875)	(1,710)	(238)	(9,121)
Equity earnings in Affiliate, net of tax	76	248	824	839	386
Income tax expense (benefit)	(41)	9	208	6	(913)
Net income (loss)	(2,870)	(4,636)	(1,094)	595	(7,822)
Net income (loss) allocable to common shareholders	$(2,870)	$(4,636)	$(1,094)	$595	$(7,822)
Net income (loss) per share allocable to common shareholders, basic and diluted	$(0.30)	$(0.48)	$(0.11)	$0.06	$(0.88)
Weighted average common shares outstanding, basic and diluted	9,707,817	9,681,728	9,691,998	9,625,059	8,880,107

	Three Months Ended March 31,	Three Months Ended March 31,	Year Ended December 31,
	2022	2021	2021	2020	2019
	(dollars in thousands)
Balance Sheet Data:
Cash and invested assets	$180,961	$184,406	$192,640	$191,400	$177,196
Reinsurance recoverables	42,892	30,482	41,691	26,356	27,734
Total assets	284,931	259,687	290,404	261,597	247,265
Unpaid losses and loss adjustment expenses	140,938	118,676	139,085	111,270	107,246
Unearned premiums	65,468	58,350	65,269	56,224	51,503
Debt	38,642	39,075	33,564	40,997	35,824
Total liabilities	254,547	222,711	249,901	217,184	204,540
Total shareholders’ equity	30,384	36,976	40,503	44,413	42,725

Other Data:
Shareholders’ equity per common share outstanding	$3.13	$3.82	$4.17	$4.59	$4.45
Regulatory capital and surplus⁽²⁾	62,394	58,726	63,854	64,066	59,561

	Three Months Ended March 31,	Three Months Ended March 31,
	2022	2021	2021	2020	2019
Underwriting Ratios:
Loss ratio	75.0%	84.4%	70.5%	62.8%	66.8%
Expense ratio	37.5%	44.6%	42.4%	45.6%	44.0%
Combined ratio	112.5%	129.0%	112.9%	108.4%	110.8%

SEC Form S-1 filed by Conifer Holdings Inc.