Conifer Holdings, Inc. (Form: 10-K, Received: 03/15/2017 15:55:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



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

For the Fiscal Year Ended December 31, 2016



☐	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)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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



Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

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 March 10, 2017, was 7,633,070.

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Form 10-K

INDEX



		Page No.
Part I
Item 1 .	Business	1
Item 1 A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	25
Item 2 .	Properties	25
Item 3 .	Legal Proceedings	25
Item 4 .	Mine Safety Disclosures	25
Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Consolidated Financial Data	28
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 8.	Financial Statements and Supplementary Data	51
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A.	Controls and Procedures	51
Item 9B.	Other Information	51
Part II I
Item 10-14.		52
Part I V
Item 15.	Exhibits and Financial Statement Schedules	53
Signatures		97

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

PART I

ITEM 1. BUSINESS

Legal Organization

Conifer Holdings, Inc. (Nasdaq: CNFR) is a Michigan‑domiciled insurance holding company formed in 2009. Our principal executive offices are located at 550 W. Merrill, Suite 200, Birmingham, MI 48009 (telephone number: (248) 559-0840). Our corporate website address is www.cnfrh.com.

As used in this Form 10-K, references to “Conifer,” “Conifer Holdings,” “the Company,” “our Company,” “we,” “us,” and “our” refer to Conifer Holdings, Inc., a Michigan corporation, and its wholly owned subsidiaries Conifer Insurance Company (“CIC”), Red Cedar Insurance Company (“RCIC”), White Pine Insurance Company (“WPIC”), American Colonial Insurance Services (“ACIS”) and Sycamore Insurance Agency, Inc. (“SIA”). CIC, RCIC and WPIC are collectively referred to as the "Insurance Company Subsidiaries." On a stand-alone basis Conifer Holdings, Inc is referred to as the "Parent Company." On December 30, 2016, the Company's wholly owned subsidiary, American Colonial Insurance Company ("ACIC") was merged into WPIC.

Business Overview

Through our Insurance Company Subsidiaries, we offer insurance coverage in both specialty commercial and specialty personal product lines. Currently, we are authorized to write insurance as an excess and surplus lines (“E&S”) carrier in 44 states, we are licensed to write insurance in 40 states as an admitted carrier and we offer our insurance products in all 50 states.

Many of our products are targeted to traditionally profitable classes of policyholders that we believe are underserved by other insurers. We market and sell these insurance products through a growing network of over 6,300 independent agents that distribute our policies through their approximately 2,200 sales offices. We are focused on growing our business in non‑commoditized property and casualty insurance markets, while maintaining underwriting discipline and a conservative investment strategy.

We have substantial expertise in serving the unique commercial insurance needs of owner‑operated businesses in the following markets:


•	Hospitality, such as restaurants, bars, taverns, and bowling centers (that require, among other lines, liquor liability insurance), as well as small grocery and convenience stores;


•	Artisan contractors, such as plumbers, painters, carpenters, electricians and other independent contractors; and


•	Security service providers, such as companies that provide security guard services, security alarm products and services, and private investigative services.

In our commercial lines business, we seek to differentiate ourselves and provide value to small business owner‑operators by bundling different insurance products that meet a significant portion of their insurance needs. For example, in the hospitality market we offer property, casualty, and liquor liability, as well as, in some jurisdictions, workers’ compensation coverage. The breadth of our specialty commercial insurance products enables our small business customers, many of whom do not have dedicated risk management personnel, and their agents to save the administrative costs and time required to seek coverage for these items from separate insurers. As such, we compete for commercial lines business based on our flexible product offerings and customer service, rather than on pricing alone. Our target commercial lines customer has an average account size of $4,500 in premium.

We also have substantial expertise in providing specialty homeowners insurance products to targeted customers that are often underserved by other homeowners insurance carriers. Our personal lines products primarily include the following:


•	Low-value dwelling insurance tailored for owners of lower valued homes, which we currently offer in Illinois, Indiana, Louisiana and Texas; and


•	Wind-exposed catastrophe coverage, including hurricane and wind coverage, to under-served homeowners in Hawaii, Texas and Florida.

In our personal lines business, we target homeowners in need of specific catastrophe coverage or dwelling insurance that are currently underserved by the insurance market, due to the modest value of their homes or the exposure to natural catastrophes in their geographic area. Because these homeowners are underserved, this portion of the market is typically subject to less pricing pressure from larger nationwide insurers that offer a more commoditized

product. We believe our underwriting expertise enables us to compete effectively in these markets by evaluating and appropriately pricing risk. In addition, we believe our willingness to meet these underserved segments of the personal lines insurance market fosters deeper relationships with, and increased loyalty from, the agents who distribute our products. Our target personal lines customer has an average account size of $1,100 in premium.

Overall, we seek multi-line distribution of our premiums earned between commercial and personal lines to better diversify our business and mitigate the potential cyclical nature of either market.

Geographic Diversity and Mix of Business

While we pursue top line premium growth, we do not do so at the expense of losing underwriting discipline. Our underwriters have the experience and institutional flexibility to recognize when to exit certain products in favor of more profitable opportunities as insurance market conditions dictate. The following tables summarize our gross written premiums by segment and state for the years indicated therein (dollars in thousands):



			Gross Written Premium by Segment
	2016		%		2015		%		2014		%
Commercial	$	88,242	77	%	$	68,197	73	%	$	55,056	66	%
Personal	26,681		23	%	25,553		27	%	28,791		34	%
Total	$	114,923	100	%	$	93,750	100	%	$	83,847	100	%



	Gross Written Premiums by State
	2016		%		2015		%		2014		%
Florida	$	23,910	20.7	%	$	23,048	24.6	%	$	24,295	29.2	%
Michigan	17,572		15.4	%	16,074		17.1	%	14,373		17.1	%
Texas	12,993		11.3	%	10,381		11.1	%	7,987		9.5	%
Pennsylvania	10,718		9.3	%	12,931		13.8	%	12,316		14.7	%
Indiana	4,582		4.0	%	6,068		6.5	%	6,644		7.9	%
Hawaii	3,885		3.4	%	2,661		2.8	%	274		0.3	%
Ohio	3,556		3.1	%	3,693		3.9	%	2,966		3.5	%
Montana	3,041		2.6	%	2,945		3.1	%	2,423		2.9	%
Colorado	2,544		2.2	%	1,249		1.3	%	120		0.1	%
Illinois	1,786		1.6	%	2,453		2.6	%	4,015		4.8	%
West Virginia	1,715		1.5	%	1,518		1.6	%	1,298		1.5	%
All Other States	28,621		24.9	%	10,729		11.6	%	7,136		8.5	%
Total	$	114,923	100.0	%	$	93,750	100.0	%	$	83,847	100.0	%

The Conifer Approach

We have built our business in a manner that is designed to adapt to changing market conditions and deliver predictable results over time. The following highlights key aspects of our model that contribute to our balanced approach:

•

Focus on under-served markets. We focus on providing specialty insurance products to targeted policyholders in under-served markets. We believe that most of our small business customers, many of which are owner‑operated, value the efficiency of dealing with a single insurer for multiple products. By targeting small- to medium-sized accounts, we add value to the business owner directly without competing solely on price.


•	Strong relationships with our agents. We develop strong relationships with our independent agents and provide them with competitive products to offer policyholders, responsive service and attractive commissions. We believe our agents understand that we view them as key partners in risk selection that help us serve our ultimate client-the insured.

•

Deep understanding of the business and regulatory landscapes of our markets. The competition for insurance business and the regulatory operating environment vary significantly from state to state. Our business plan includes identification of market opportunities in jurisdictions where due to regulatory conditions, our insurance products can profitably suit the needs of our potential customers. We focus on tailoring our business to concentrate on the geographic markets and regulatory environments with the greatest opportunities for growth and profitability.


•	Emphasis on flexibility. We offer coverage to our insureds both on an E&S and admitted basis. We believe this flexibility enables us to pivot effectively between E&S and admitted policies as customer needs and regulatory conditions dictate.

•

Conservative risk management with an emphasis on lowering volatility. We focus on the risk/reward of insurance underwriting, while maintaining a prudent investment policy. We employ conservative risk management practices and opportunistically purchase reinsurance to minimize our exposure to liability for individual risks. In addition, we seek to maintain a diversified liquid investment portfolio to reduce overall balance sheet volatility. As of December 31, 2016 , our investments primarily consisted of fixed income investments with an average credit rating of “ AA ” and an average duration of 3.2 years.

Our Competitive Strengths

We believe the following competitive strengths have allowed us to grow our business and will continue to support our strategic growth initiatives:


•	Talented underwriters with broad expertise. Our underwriters have significant experience managing account profitability across market cycles. With an average of over 26 years of experience, our senior underwriters possess the required expertise to respond appropriately to market forces.

•

Controlled and disciplined underwriting. We underwrite substantially all policies to our specific guidelines with our experienced, in-house underwriting team. We customize the coverages we offer, and continually monitor our markets and respond to changes in our markets by adjusting our pricing, product structures and underwriting guidelines. By tailoring the terms and conditions of our policies, we align our actual underwriting risk with the profit of each insurance account that we write.

•

Proactive claims handling. We have a proactive claims handling philosophy that utilizes an internal team of experienced in-house attorneys to manage and supervise our claims from inception until resolution. We pay what we owe, contest what we don't, and make sound judgment for those claims that fall in between. Our proactive handling of claims reinforces our relationships with our customers and agents by demonstrating our willingness to defend our insureds aggressively and help them mitigate losses.


•	Proven management team. Our senior management team has an average of over 22 years of experience in the insurance industry. Our senior management team has successfully created, managed and grown numerous insurance companies and books of business, and has longstanding relationships with many independent agents and policyholders in our targeted markets.

•

Ability to leverage technology to drive efficiency. As a relatively new insurance company, we are not burdened with inefficient legacy systems. We utilize a web‑based information technology system that creates greater organizational efficiency in our company. Leveraging the infrastructure of programmers and support staff of third‑party vendors allows our in‑house business analysts to focus on new product development and roll‑out. We believe this capability reduces our time to market for new products, enhances services for insureds, increases our ability to capture data, and reduces cost.

Marketing and Distribution

Independent agents are our main distribution source. The selection of an insurance company by a business or individual is strongly influenced by the business or individual’s agent. We seek to maintain favorable relationships with our select group of agents. Our distribution philosophy is to treat our agents as partners, and we provide them with competitive products, personal service and attractive commissions. We believe these factors contribute to our positive agency retention.

In 2016, our top six select agencies, including affiliated agencies, accounted for approximately 59% of our gross written premiums in our commercial lines, and our top four select agencies, including affiliated agencies accounted for approximately 52% of our gross written premiums in our personal lines. We have long term relationships with each of these agencies. We anticipate our concentration in these agencies will decrease in future periods as we establish relationships with additional agencies, as part of our strategic growth plan. Our Insurance Company Subsidiaries market and distribute their products mainly through an independent agency network, but we do utilize a few managing general agents and certain key wholesalers when appropriate.

We pay competitive commissions in accordance with the custom of the marketplace. We recruit our producers through referrals from our existing network of agents, word‑of‑mouth, advertisement, as well as direct contacts initiated by potential agents. Our marketing efforts are directed through our offices in Michigan, Florida, Pennsylvania, Tennessee and Texas.

We view our agents as key partners in risk selection. We actively solicit their input regarding potential improvements to our business methods and consult with them in developing new commercial products and entering new customer markets. At the same time, we take careful measure to appropriately control and monitor our agents’ operations. Controls include frequent review of the quality of business, loss experience and other mechanisms. We retain sole binding authority on the majority of our business. Binding authority is only granted to select long-term agents. When binding authority is granted, we restrict such authority to a specific set of guidelines that are provided to agents beforehand and our underwriters review each risk to ensure the guidelines are followed.

In addition to marketing to individual agents, we formed Sycamore Insurance Agency to review specific opportunities to write select business on a direct basis. SIA also owns 50% of a small insurance agency that places small commercial risks, mainly for alarm and security guard markets.

Underwriting

We are focused on underwriting profitability and effective enterprise risk management. With an average of over 26 years of experience, our senior underwriters have the experience to properly manage account profitability across market cycles.

Our focus in the hospitality industry centers on small to medium-sized businesses. Our underwriting philosophy for our specialty commercial risks in this industry is to look at each risk individually and selectively before writing any policies. We remain focused on the small to medium-sized, well operated business, where the owner is often on site and in a better position to efficiently and safely run the overall operations. We understand the risks associated with the smaller enterprises and, due to lighter competition, believe we can receive a fair premium to compensate for the risk taken.

With respect to property coverages, particularly for the commercial lines, we believe it is important to focus on the profitability of the insureds’ business, as well as the traditional risk factors. Therefore, in addition to obtaining inspections on commercial packages written, we strive to understand the insureds’ business operations and bottom line to verify the underlying business is an acceptable risk.

All commercial and personal policy applications are underwritten according to established guidelines that have been provided to our independent agency force. These guidelines have been integrated into our information technology system framework and only policies that meet our guidelines are accepted by our system. Our underwriting staff has substantial industry experience in matching policy terms, conditions, and pricing to the risk profiles of our policyholders and therefore strengthens our ability to achieve profitability in the product lines we write.

Commercial Lines. In writing commercial lines policies, we frequently employ tailored limiting endorsements, rating surcharges and customized limits to align our product offerings to the risk profile of the class and the specific policyholder being underwritten. Furthermore, we consistently monitor our markets so that we are able to quickly implement changes in pricing, underwriting guidelines and product offerings as necessary to remain competitive. We do not pursue commercial product lines where competition is based primarily on price. We augment our own internally developed pricing models with benchmark rates and policy terms set forth by the Insurance Services Office, or ISO. The ISO system is a widely recognized industry resource for common and centralized rates and forms. It provides advisory ratings, statistical and actuarial services, sample policy provisions and other services to its members.

Personal Lines. We employ internal product managers to review our position relative to our competition, create better segmentation of pricing and originate premium rate changes as appropriate. Consistent with industry practice, we grant our personal lines agents limited binding authority within our specific guidelines. Once a completed application and premium payment are submitted to us, the application is bound but still reviewed for final approval. If the agent has underwritten and submitted the account according to our guidelines, we process the application as complete. If our guidelines have not been followed, the application may be cancelled or updated and re‑submitted for further underwriting review. If the agent does not submit the minimum down payment, we allow for a specific notice and cure period, then process or cancel as appropriate.

Claims

We believe that effective claims management is vitally important to our success, allowing us to cost effectively pay valid claims, while vigorously defending those claims that lack merit. Our claims department consists of experienced claims professionals located in Michigan, Florida, Pennsylvania and Tennessee. We utilize a proactive claims handling philosophy and seek to internally manage or supervise all of our claims from inception until settlement. By handling our claims internally, we can quickly assess claims, improve communication with our policyholders and claimants and better control our claims management costs.

We have several in‑house attorneys with considerable legal experience in trying cases in the lines of business upon which we concentrate. Included among these attorneys is our head in‑house litigator, who consults on all trials and has 23 years of litigation experience. We also have numerous seasoned property and liability adjusters which allow us to manage our claims exposures more carefully, across all markets. In addition, our claims professionals utilize a network of independent local adjusters and appraisers to assist with specific aspects of claims investigations, such as securing witness statements and conducting initial appraisals in states where it is practical to do so. These outside vendors are compensated based on pre‑negotiated fee schedules to control overall costs.

Claims personnel are organized by line of business, with specific managers assigned as supervisors for each line of business. Reserving and payment authority levels of claims personnel are set by our Senior Vice President of claims and our Executive Vice President. Those limits of authority are integrated into our claims information technology systems to ensure strict compliance.

Initial claim reserves are determined and set using our statistical averages of paid indemnity and loss adjustment expenses by line of business. After reviewing statistical data and consulting with our internal actuary, our senior vice president of claims, together with other members of management, set initial reserves by line of business. Once initial reserves have been set, reserves are evaluated periodically as specific claim information changes to generate management’s overall best estimate of reserves. In addition, claim reviews with in‑house adjusters and attorneys provide a regular opportunity to review the adequacy of reserves. Changes to claims reserves are made by senior management based on claim developments and input from these attorneys and adjusters. We utilize an in‑house, experienced and fully credentialed actuary to support our financial efforts. A full ground-up reserve analysis is completed in the third quarter of each year, with a roll forward to a final reserve review for year-end.

Reinsurance

We routinely purchase reinsurance for our commercial and personal lines to reduce volatility by limiting our exposure to large losses and to provide capacity for growth. In a reinsurance transaction, an insurance company transfers, or cedes, all or part of its exposure in return for a portion of the premium. We remain legally responsible for the entire obligation to policyholders, irrespective of any reinsurance coverage we may purchase.

Information relating to our reinsurance structure and treaty information is included within Note 6 ~ Reinsurance of the Notes to the Consolidated Financial Statements.

Loss Reserve Development

The following table presents the development of our loss and loss adjustment expenses ("LAE") reserves from 2009 through 2016, net of reinsurance recoverables (dollars in thousands).



			Year Ended December 31,
	2009		2010		2011		2012		2013			2014			2015			2016

Net liability for losses and loss expenses	$	911	$	18,795	$	17,164	$	17,547	$	24,956		$	28,307		$	30,017		$	47,993
Liability re‑estimated as of:
One year later	$	764	16,565		12,807		13,508		23,763			29,321			40,238
Two years later	593		13,071		9,870		13,601		25,521			33,274
Three years later	495		10,300		10,038		13,821		26,560
Four years later	452		10,698		10,064		13,860
Five years later	434		10,926		10,227
Six years later	434		11,215
Seven years later	434

Net cumulative redundancy (deficiency)	$	477	$	7,580	$	6,937	$	3,687	$	(1,604	)	$	(4,967	)	$	(10,221	)

Cumulative amount of net liability paid as of:
One year later	$	253	$	4,112	$	3,383	$	5,186	$	13,245		$	16,091		$	20,020
Two years later	315		6,277		6,092		9,106		19,711			24,060
Three years later	426		8,302		7,917		11,444		23,241
Four years later	434		9,372		8,788		13,015
Five years later	434		9,971		9,730
Six years later	434		10,799
Seven years later	434

Gross liability‑end of year	911		32,047		29,574		24,843		28,908			31,531			35,422			54,651
Reinsurance recoverable on unpaid losses	—		13,252		12,410		7,296		3,952			3,224			5,405			6,658
Net liability‑end of year	911		18,795		17,164		17,547		24,956			28,307			30,017			47,993

Gross liability re‑estimated‑latest	434		21,316		17,849		19,579		31,475			36,909			49,398
Reinsurance recoverable on unpaid losses re‑estimated‑latest	—		10,101		7,622		5,719		4,915			3,635			9,160
Net liability re‑estimated‑latest	434		11,215		10,227		13,860		26,560			33,274			40,238

Gross cumulative redundancy (deficiency)	$	477	$	10,731	$	11,725	$	5,264	$	(2,567	)	$	(5,378	)	$	(13,976	)

Data from 2009 relates only to American Equable, Inc., which is now known as CIC and the 2010 data column includes CIC and WPIC. The 2011 and 2012 data columns include CIC and WPIC. The 2013, 2014, 2015, and 2016 data columns include all Insurance Company Subsidiaries.

The first line of the table presents the unpaid loss and LAE reserves at December 31 for each year, including the incurred but not reported ("IBNR") reserve. The next section of the table sets forth the re‑estimates of incurred losses from later years, including payments, for the years indicated. The increase/decrease from the original estimate would generally be a combination of factors, including, but not limited to:


•	Claims being settled for amounts different from the original estimates;


•	Reserves being increased or decreased for individual claims that remain open as more information becomes known about those individual claims; and


•	More or fewer claims being reported after the related year end, than had been expected to be reported before that date.

As our historical data for a particular line of business increases, both in terms of the number of years of loss experience and the size of our data pool, we will increasingly rely upon our own loss experience rather than industry loss experience in

establishing our loss and LAE reserves. We plan to continue to apply reserving practices consistent with historical methodologies.

Additional information relating to our reserves is included within the Losses and Loss Adjustment Expenses section of Note 1 ~ Summary of Significant Accounting Policies and Note 5 ~ Unpaid Losses and Loss Adjustment Expenses of the Notes to the Consolidated Financial Statements, as well as in the Critical Accounting Policies ~ Unpaid Losses and Loss Adjustment Expenses section of Item 7, Management’s Discussion and Analysis .

Regulation

Insurance Company Regulation

Our Insurance Company Subsidiaries are subject to regulation in the states where they conduct business. State insurance regulations generally are designed to protect the interests of policyholders, state insurance consumers or claimants rather than shareholders or other investors. The nature and extent of such state regulation varies by jurisdiction, but generally involves:


•	Prior approval of the acquisition of control of an insurance company or of any company controlling an insurance company;


•	Regulation of certain transactions entered into by such insurance company subsidiary with any of its affiliates;


•	Approval of premium rates, forms and policies used for many lines of insurance;


•	Standards of solvency and minimum amounts of capital and surplus that must be maintained;


•	Limitations on types and concentration of investments;


•	Licensing of insurers and agents;


•	Deposits of securities for the benefit of policyholders; and


•	The filing of periodic reports with state insurance regulators with respect to financial condition and other matters.

In addition, state regulatory examiners perform periodic examinations of our Insurance Company Subsidiaries. The results of these examinations can give rise to regulatory orders requiring remedial, injunctive or other corrective action.

Insurance Holding Company Regulation

We operate as an insurance holding company and are subject to regulation in the jurisdictions in which we conduct business. These regulations require that each of our Insurance Company Subsidiaries register with the insurance department of its state of domicile and furnish information concerning the operations of companies within the holding company system that may materially affect the operations, management or financial condition of the insurers within the system. The insurance laws similarly provide that all transactions among members of a holding company system must be fair and reasonable. Certain types of transactions between our Insurance Company Subsidiaries and the Company and our other affiliates generally must be disclosed to the state regulators, and prior approval of the applicable state insurance regulator generally is required for any material or extraordinary transaction. In addition, a change of control of a domestic insurer or of any controlling person requires the prior approval of the state insurance regulator.

Various State and Federal Regulation

Insurance companies are also affected by a variety of state and federal legislative and regulatory measures and judicial decisions that define and extend the risks and benefits for which insurance is sought and provided. In addition, for some classes of insureds individual state insurance departments may prevent premium rates for some classes of insureds from reflecting the level of risk assumed by the insurer for those classes. Such developments may adversely affect the profitability of various lines of insurance. In some cases, if permitted by applicable regulations, these adverse effects on profitability can be minimized through repricing of coverages or limitations or cessation of the affected business.

Reinsurance Intermediary

Our reinsurance intermediaries are also subject to regulation. Under applicable regulations, an intermediary is responsible, as a fiduciary, for funds received on account of the parties to the reinsurance transaction. The intermediaries are required to hold such funds in appropriate bank accounts subject to restrictions on withdrawals and prohibitions on commingling.

Licensing and Agency Contracts

We, or certain of our designated employees, must be licensed to act as agents by state regulatory authorities in the states in which we conduct business. Regulations and licensing laws vary in individual states and are often complex.

Insurance licenses are issued by state insurance regulators upon application and may be of perpetual duration or may require periodic renewal. There are often requirements to obtain appropriate new licenses before we can begin writing or offer new coverages in a new state. The requirements are more stringent when writing on an admitted basis, as opposed to E&S where there is greater form and rate flexibility.

Insurers operating on an admitted basis must file premium rate schedules and policy or coverage forms for review and approval by the insurance regulators. In many states, rates and policy forms must be approved prior to use, and insurance regulators have broad discretion in judging whether an insurer’s rates are adequate, not excessive and not unfairly discriminatory.

The applicable licensing laws and regulations in all states are subject to amendment or reinterpretation by state regulatory authorities, and such authorities are vested in most cases with relatively broad discretion as to the granting, revocation, suspension and renewal of licenses. We, or our employees, could be excluded, or temporarily suspended, from continuing with some or all of our activities in, or otherwise subjected to penalties by, a particular state.

Membership in Insolvency Funds and Associations, Mandatory Pools and Insurance Facilities

Most states require admitted property and casualty insurers to become members of insolvency funds or associations, which generally protect policyholders against the insolvency of insurers. Members of the fund or association must contribute to the payment of certain claims made against insolvent insurers. The Company's assessments from insolvency funds were minimal for the years ended December 31, 2016, 2015, and 2014.

Our Insurance Company Subsidiaries are also required to participate in various mandatory insurance facilities or in funding mandatory pools, which are generally designed to provide insurance coverage for consumers who are unable to obtain insurance in the voluntary insurance market. Among the pools participated in are those established in certain states to provide windstorm and other similar types of property coverage. These pools typically require all companies writing applicable lines of insurance in the state for which the pool has been established to fund deficiencies experienced by the pool based upon each company’s relative premium writings in that state, with any excess funding typically distributed to the participating companies on the same basis. To the extent that reinsurance treaties do not cover these assessments, they may have an adverse effect on the Company. For the years ended December 31, 2016, 2015 and 2014, total assessments paid to all such facilities were minimal.

Restrictions on Dividends and Risk-Based Capital

For information on Restrictions on Dividends and Risk-based Capital that affect us please refer to Note 9 ~ Statutory Financial Data, Risk-Based Capital and Dividend Restrictions of the Notes to the Consolidated Financial Statements and the Regulatory and Rating Issues section within Item 7, Management’s Discussion and Analysis .

NAIC-IRIS Ratios

The National Association of Insurance Commissioners’ (“NAIC”) Insurance Regulatory Information System (“IRIS”) was developed by a committee of state insurance regulators and is primarily intended to assist state insurance departments in executing their statutory mandates to oversee the financial condition of insurance companies operating in their respective states. IRIS identifies thirteen industry ratios and specifies “usual values” for each ratio. Departure from the usual values on four or more ratios generally leads to inquiries or possible further review from individual state insurance commissioners. However, the generation of ratios outside of the usual values does not necessarily indicate a financial problem. For example, premium growth, alone, can trigger one or more unusual values. Refer to the Regulatory and Rating Issues section within Item 7, Management’s Discussion and Analysis .

Effect of Federal Legislation

The Terrorism Risk Insurance Act, (“TRIA”), was enacted in November 2002. After several extensions, Congress enacted the Terrorism Risk Insurance Program Reauthorization of 2015 (“Act”). The Act extends the Federal Terrorism Insurance Program until December 31, 2020. The Act continues to require insurance companies to offer terrorism coverage. There is minimal exposure to this coverage as most of our policyholders decline this coverage option.

Employees

At December 31, 2016, we had 146 employees. Substantially all of our employees are full-time. Our employees are not subject to any collective bargaining agreement and we are not aware of any current efforts to implement such an agreement. We believe we have good working relations with our employees.

Effective March 13, 2017, the Company entered into employment agreements (the “Employment Agreements”) with each of Mr. James G. Petcoff, the Company’s Chairman and CEO, Mr. Brian J. Roney, the Company’s President, Mr. Nicholas J. Petcoff,

the Company’s Executive Vice President, and Mr. Andrew D. Petcoff, the Company’s Senior Vice President. The Employment Agreements are the same except for the individuals’ titles and annual base salaries, which are $550,000 for Mr. James G. Petcoff, $425,000 for Mr. Brian J. Roney, $425,000 for Mr. Nicholas J. Petcoff and $375,000 for Mr. Andrew D. Petcoff. The initial term for each of the Employment Agreements ends on March 13, 2018, with unlimited one-year automatic extensions unless the Employee gives written notice of non-extension, not less than 30 days prior to the expiration of the term, or the Company gives written notice of non-extension prior to the expiration of the term. The Employment Agreements provide for an annual base salary, participation in the annual bonus plan, participation in any long-term incentive plan made generally available to senior executive officers of the Company and other fringe benefits and perquisites as are generally made available to the Company’s executives.

If any of the executives’ employment is terminated for cause, the executive will receive the accrued and unpaid portion of base salary. If any of the executives’ employment is terminated due to death or permanent disability, the executive (or his legal representative or beneficiary) will receive the accrued and unpaid portion of base salary and any earned but not yet paid incentive awards for already completed years or award cycles. If any of the executives’ employment is terminated without cause or if he terminates his employment for good reason (assuming the change of control provisions below do not apply), the executive will receive the accrued and unpaid portion of base salary, any earned but not yet paid incentive awards for already completed years or award cycles, plus one times his annual base salary. In addition, any unvested equity awards will immediate vest. If any of the executives’ employment is terminated without cause (other than due to death or permanent disability) or he terminates such employment for good reason, in each case within 24 months after a change of control, the executive will receive the accrued and unpaid portion of base salary, any earned but not yet paid incentive awards for already completed years or award cycles and 2.99 times the sum of (i) his annual base salary and (ii) the greater of his annual target bonus or his average bonus for the prior three years. In addition, any unvested equity awards will immediate vest.

The employment agreements also provide for confidentiality and non-solicitation provisions, the latter for one year after termination of employment.

Available Information

We maintain an internet website at http://www.cnfrh.com, where we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Statements of Beneficial Ownership (Forms 3, 4, and 5), and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish to, the SEC. In addition, the SEC maintains an Internet site that contains reports, proxy statements, and other information that we file at www.sec.gov . The public may read and copy any materials we file with the Commission at the SEC's Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Information found on our website or any other website is not part of this annual report on Form 10-K or any other report we file with, or furnish to the SEC.

Glossary



Accident year	The annual calendar accounting period in which loss events occurred, regardless of when the losses are actually reported, booked or paid.
Accident year combined ratio	The accident year combined ratio is an insurance industry measure that excludes changes in net ultimate loss estimates from prior accident year loss reserves. The accident year combined ratio provides management with an assessment of the specific policy year’s profitability (which matches policy pricing with related losses) and assists management in their evaluation of product pricing levels and quality of business written. Management uses accident year combined ratio as one component to assess the Company's current year performance and as a measure to evaluate, and if necessary, adjust current year pricing and underwriting.
Adjusted operating income (loss)	Net income (loss) excluding the after-tax impact of net realized investment gains (losses), other gains (losses), the tax effect of changes in unrealized gains (to the extent included in net income), and cumulative effect of changes in accounting principles when applicable.
Adjusted operating income (loss), per share	Adjusted operating income (loss) on a per share basis.
Amended Credit Agreement / Amended and Restated Credit Agreement	The Amended and Restated Credit Agreement, dated September 29, 2014, is between the Company and Comerica Bank, N.A. (refer to the exhibits hereto, as amended from time to time). The Agreement defines our credit facility and its terms; it has since been amended (refer to the exhibit listing for details of the term changes, maturity dates, etc.).
A.M. Best’s Capital Adequacy Ratio (BCAR)	An integrated review of underwriting, financial and asset leverage. BCAR calculates the net required capital to support the financial risks of the company associated with the exposure of assets and underwriting to adverse economic and market conditions, and compares it to economic capital.
Assignment of Benefits	A legal tool that allows a third party to be paid for services performed for an insured homeowner who would normally be reimbursed by the insurance company directly after making a claim.
Book value per share	Total common shareholders' equity divided by the number of common shares outstanding.
Case reserves	Claim department estimates of anticipated future payments to be made on each specific individual reported claim.
Combined Ratio based on accounting principles generally accepted in the United States of America (“GAAP”)	The statutory combined ratio is modified to reflect GAAP accounting, as management evaluates the performance of our underwriting operations using the GAAP combined ratio. Specifically, the GAAP combined ratio is the sum of the loss and LAE ratio, plus the ratio of GAAP underwriting expenses (which include the change in deferred policy acquisition costs) to net earned premiums (expense ratio).
Combined Ratio based on statutory accounting practices (“SAP”)	The combined loss and expense ratio (or combined ratio), expressed as a percentage, is the key measure of underwriting profitability traditionally used in the property and casualty insurance business. The combined ratio is a statutory accounting measurement, which represents the sum of (i) the ratio of losses and loss expenses to net earned premiums (loss ratio), plus (ii) the ratio of underwriting expenses to net written premiums (expense ratio).
Combined Ratio (Overall)	When the combined ratio is under 100%, underwriting results are generally considered profitable; when the combined ratio is over 100%, underwriting results are generally considered unprofitable.



Deferred policy acquisition costs	Primarily commissions and premium-related taxes that vary with, and are primarily related to, the production of new contracts and are deferred and amortized to achieve a matching of revenues and expenses when reported in financial statements prepared in accordance with GAAP.
Deficiency	With regard to reserves for a given liability, a deficiency exists when it is estimated or determined that the reserves are insufficient to pay the ultimate settlement value of the related liabilities. Where the deficiency is the result of an estimate, the estimated amount of deficiency (or even the finding of whether or not a deficiency exists) may change as new information becomes available.
Expense Ratio	For GAAP, it is the ratio of GAAP underwriting expenses incurred to net earned premiums. For SAP, it is the ratio of Statutory underwriting expenses incurred to net written premiums.
Incurred but not reported (IBNR) reserves	Reserves for estimated losses and LAE that have been incurred but not yet reported to the insurer. This includes amounts for unreported claims, development on known cases, and re-opened claims.
Loss	An occurrence that is the basis for submission and/or payment of a claim. Losses may be covered, limited or excluded from coverage, depending on the terms of the policy.
Loss adjustment expenses (LAE)	The expenses of settling claims, including legal and other fees and the portion of general expenses allocated to claim settlement costs.
Loss and LAE ratio	The ratio of incurred losses and loss adjustment expenses to net earned premiums.
Loss reserves	Liabilities established by insurers and reinsurers to reflect the estimated cost of claims incurred that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance it has written. Reserves are established for losses and for LAE, and consist of case reserves and IBNR reserves. As the term is used in this document, “loss reserves” is meant to include reserves for both losses and LAE, unless stated otherwise.
Loss reserve development	The increase or decrease in incurred claims and claim adjustment expenses as a result of the re-estimation of claims and claim adjustment expense reserves at successive valuation dates for a given group of claims. Loss reserve development may be related to prior year or current year development.
Losses incurred	The total losses sustained by an insurance company under a policy or policies, whether paid or unpaid. Incurred losses include a provision for IBNR.
NAIC-IRIS ratios	Financial ratios calculated by the NAIC to assist state insurance departments in monitoring the financial condition of insurance companies.
Policyholders' surplus	As determined under SAP, the amount remaining after all liabilities, including loss reserves, are subtracted from all admitted assets. Admitted assets are assets of an insurer prescribed or permitted by a state to be recognized on the statutory balance sheet. Policyholders' surplus is also referred to as “surplus” or “statutory surplus” for statutory accounting purposes.
Premium leverage ratio (Gross / Net)	The ratio of gross / net written premium to consolidated statutory surplus.
Redundancy	With regard to reserves for a given liability, a redundancy exists when it is estimated or determined that the reserves are greater than what will be needed to pay the ultimate settlement value of the related liabilities. Where the redundancy is the result of an estimate, the estimated amount of redundancy (or even the finding of whether or not a redundancy exists) may change as new information becomes available.
Risk-Based Capital (RBC)	A measure adopted by the NAIC and enacted by states for determining the minimum statutory policyholders' surplus requirements of insurers. Insurers having total adjusted capital less than that required by the RBC calculation will be subject to varying degrees of regulatory action depending on the level of capital inadequacy.
Statutory accounting practices (SAP)	The practices and procedures prescribed or permitted by domiciliary state insurance regulatory authorities in the United States for recording transactions and preparing financial statements. Statutory accounting practices generally reflect a modified going concern basis of accounting.
Underwriting gain or loss	Net earned premiums less losses, LAE, commissions, and operating expenses.

ITEM 1A. RISK FACTORS

Summary Risk Factors

You should read the following risk factors carefully in connection with evaluating our business and the forward-looking information contained in this Annual Report on Form 10-K. Any of the following risks could materially and adversely affect our business, operating results, financial condition and the actual outcome of matters as to which forward-looking statements are made in this Annual Report on Form 10-K. While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, operating results or financial condition in the future.

Industry Risks

Our actual incurred losses may be greater than our loss and loss adjustment expense reserves, which could have a material adverse effect on our financial condition and results of operations.

Insurance companies’ financial condition and results of operations depend upon their ability to accurately assess the potential losses and loss adjustment expenses under the terms of the insurance policies they underwrite. Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what the expected ultimate settlement and administration of claims will cost, and the ultimate liability may be greater or less than the current estimate. In the insurance industry, there is always the risk that reserves may prove inadequate as it is possible for insurance companies to underestimate the cost of claims.

We base our estimates on our assessment of known facts and circumstances, as well as estimates of future trends in claim severity, claim frequency, judicial theories of liability and other factors. These variables are affected by both internal and external events that could increase our exposure to losses, including changes in actuarial projections, claims handling procedures, inflation, severe weather, climate change, economic and judicial trends, and legislative changes. We continually monitor reserves using new information on reported claims and a variety of statistical techniques to update our current estimate. Our estimates could prove to be inadequate, and this underestimation could have a material adverse effect on our financial strength.

Among the uncertainties we encounter in establishing our reserves for losses and related expenses in connection with our insurance businesses are as follows:


•	When we write “occurrence” policies, we are obligated to pay covered claims, up to the contractually agreed amount, for any covered loss that occurs while the policy is in force. Accordingly, claims may arise many years after a policy has lapsed;


•	Even when a claim is received (irrespective of whether the policy is a "claims-made”, which requires claims to be reported during the policy period, or “occurrence” basis form), it may take considerable time to fully appreciate the extent of the covered loss suffered by the insured and, consequently, estimates of loss associated with specific claims can increase over time;


•	New theories of liability are enforced retroactively from time to time by courts;


•	Volatility in the financial markets, economic events, weather events and other external factors may result in an increase in the number of claims and the severity of the claims reported. In addition, elevated inflationary conditions would, among other things, drive loss costs to increase;


•	If claims became more frequent, even if we had no liability for those claims, the cost of evaluating these potential claims could escalate beyond the amount of the reserves we have established. If we enter new lines of business, or encounter new theories of claims liability, we may encounter an increase in claims frequency and greater claims handling costs than we had anticipated; and


•	Estimation of incurred but not reported (“IBNR”) losses is a complex and inherently uncertain process which involves a considerable degree of judgment and expertise, which adds to the overall difficulty of estimating loss reserves.

If any of our insurance reserves should prove to be inadequate for the reasons discussed above, or for any other reason, we will be required to increase reserves, resulting in a reduction in our net income and shareholders’ equity in the period in which the deficiency is identified. Future loss experience substantially in excess of established reserves could also have a material adverse effect on future earnings and liquidity and financial rating, which would affect our ability to attract business and could affect our ability to retain or hire qualified personnel.

Severe weather conditions and other catastrophes are inherently unpredictable and may have a material adverse effect on our financial results and financial condition.

Our property insurance business is exposed to the risk of severe weather conditions and other catastrophes. Catastrophes can be caused by various events, including natural events such as hurricanes, winter weather, tornadoes, windstorms, earthquakes, hailstorms, severe thunderstorms, fires and other non-natural events such as explosions or riots. Additionally, as we continue to grow our homeowners line of business in Florida, Hawaii, Texas and other catastrophe exposed states, our risks related to hurricanes and other tropical storms increase.

The incidence and severity of catastrophes and severe weather conditions are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Severe weather conditions and catastrophes can cause greater losses in our property lines and cause our liquidity and financial condition to deteriorate. In addition, our inability to obtain reinsurance coverage at reasonable rates and in amounts adequate to mitigate the risks associated with severe weather conditions and other catastrophes could have a material adverse effect on our business and results of operation.

Part of our growth strategy involves expansion into areas with a history of severe catastrophic events, the occurrence of which could have a materially adverse effect on our business, financial condition, and results of operations.

Part of our growth strategy has involved expanding our specialty property and casualty lines of business into states such as Hawaii, Florida, and Texas that have historically experienced severe catastrophic events such as hurricanes, tornados, and other severe weather events. Generally, while we believe that geographic diversification and disciplined underwriting will mitigate our overall exposure, severe weather events are inherently unpredictable. Contemporaneous or near contemporaneous catastrophic events across these geographies, each of which has a history of severe catastrophic events, would have a materially adverse effect on our business, financial condition, and results of operations. In addition, as a result of current industry non-weather factors, such as the increase in litigation surrounding the Assignment of Benefits claims and lawsuits in Florida, in particular, we began significantly reducing our overall homeowners' exposure in Florida.

The property and casualty insurance business is historically cyclical in nature, and we may experience periods with excess underwriting capacity and unfavorable premium rates, which could adversely affect our business.

Historically, insurers have experienced significant fluctuations in operating results due to competition, frequency and severity of catastrophic events, levels of capacity, adverse trends in litigation, regulatory constraints, general economic conditions and other factors. The supply of insurance is related to prevailing prices, the level of insured losses and the level of capital available to the industry that, in turn, may fluctuate in response to changes in rates of return on investments being earned in the insurance industry. As a result, the insurance business historically has been a cyclical industry characterized by periods of intense price competition due to excessive underwriting capacity as well as periods when shortages of capacity increased premium levels. Demand for insurance depends on numerous factors, including the frequency and severity of catastrophic events, levels of capacity, the introduction of new capital providers, and general economic conditions. All of these factors fluctuate and may contribute to price declines generally in the insurance industry.

We cannot predict with certainty whether market conditions will improve, remain constant or deteriorate. Negative market conditions may impair our ability to underwrite insurance at rates we consider appropriate and commensurate relative to the risk assumed. If we cannot underwrite insurance at appropriate rates, our ability to transact business will be materially and adversely affected. Any of these factors could lead to an adverse effect on our business, financial condition and results of operations.

If we are unable to underwrite risks accurately and charge competitive yet profitable rates to our policyholders, our business, financial condition and results of operations will be adversely affected.

In general, the premiums for our insurance policies are established at the time a policy is issued and, therefore, before all of our underlying costs are known. Like other insurance companies, we rely on estimates and assumptions in setting our premium rates. Establishing adequate premium rates is necessary, together with investment income, to generate sufficient revenue to offset losses, LAE and other underwriting costs and to earn a profit. If we do not accurately assess the risks that we underwrite, we may not charge adequate premiums to cover our losses and expenses, which would adversely affect our results of operations and our profitability. Alternatively, we could set our premiums too high, which could reduce our competitiveness and lead to lower revenues.

Pricing involves the acquisition and analysis of historical loss data and the projection of future trends, loss costs and expenses, and inflation trends, among other factors, for each of our products in multiple risk tiers and many different markets. In order to accurately price our policies, we:


•	Collect and properly analyze a substantial volume of data from our insureds;


•	Develop, test and apply appropriate actuarial projections and rating formulas;


•	Closely monitor and timely recognize changes in trends; and


•	Project both frequency and severity of our insureds’ losses with reasonable accuracy.

We seek to implement our pricing accurately in accordance with our assumptions. Our ability to undertake these efforts successfully and, as a result, accurately price our policies, is subject to a number of risks and uncertainties, including:


•	Insufficient or unreliable data;


•	Incorrect or incomplete analysis of available data;


•	Uncertainties generally inherent in estimates and assumptions;


•	Our failure to implement appropriate actuarial projections and rating formulas or other pricing methodologies;


•	Regulatory constraints on rate increases; and


•	Our failure to accurately estimate investment yields and the duration of our liability for loss and loss adjustment expenses, as well as unanticipated court decisions, legislation or regulatory action.

We operate in a highly competitive environment and we may not continue to be able to compete effectively against larger or more well‑established business rivals.

We compete with a large number of other companies in our selected lines of business. Many of our competitors are substantially larger and may enjoy better name recognition, substantially greater financial resources, higher financial strength ratings by rating agencies, broader and more diversified product lines and more widespread agency relationships than us. Insurers in our markets generally compete on the basis of price, consumer recognition, coverages offered, claims handling, financial stability, customer service and geographic coverage. Although pricing is influenced to some degree by that of our competitors, it is not in our best interests to compete solely on price, and we may from time-to-time experience a loss of market share during periods of intense price competition. A number of new, proposed or potential legislative or industry developments could further increase competition in our industry including, but not limited to:


•	An increase in capital‑raising by companies in our lines of business, which could result in new entrants to our markets and an excess of capital in the industry;


•	The deregulation of commercial insurance lines in certain states and the possibility of federal regulatory reform of the insurance industry, which could increase competition from standard carriers for our E&S lines of insurance business; and

•

Changing practices caused by the Internet may lead to greater competition in the insurance business. Among the possible changes are shifts in the way in which admitted and E&S insurance is purchased. If our distribution model was to be significantly altered by changes in the way admitted and E&S risks were marketed, including, without limitation, through use of the Internet, it could have a material adverse effect on our premiums, underwriting results and profits.

There is no assurance that we will be able to continue to compete successfully in the insurance market. Increased competition in our market could result in a change in the supply and/or demand for insurance, affect our ability to price our products at risk‑adequate rates and retain existing business, or underwrite new business on favorable terms. If this increased competition so limits our ability to transact business, our operating results could be adversely affected.

Adverse economic factors, including recession, inflation, periods of high unemployment or lower economic activity could result in the sale of fewer policies than expected or an increase infrequency or severity of claims and premium defaults or both, which, in turn, could affect our growth and profitability.

Factors, such as business revenue, economic conditions, the volatility and strength of the capital markets and inflation can all affect the business and economic environment in which we operate. These same factors affect our ability to generate revenue and profits. In an economic downturn that is characterized by higher unemployment, declining spending and reduced corporate revenues, the demand for insurance products is adversely affected, which directly affects our premium levels and profitability. Negative economic factors may also affect our ability to receive the appropriate rate for the risk we insure with our policyholders and may adversely affect the number of policies we can write, including with respect to our opportunities to underwrite profitable business. In an economic downturn, our customers may have less need for insurance coverage, cancel existing insurance policies, modify their coverage or not renew with us. Existing policyholders may exaggerate or even falsify claims to obtain higher claims payments. These outcomes would reduce our underwriting profit to the extent these factors are not reflected in the rates we charge.

We are subject to extensive regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations.

As a holding company which owns insurance companies domiciled in the United States, we and our admitted Insurance Company Subsidiaries are subject to extensive regulation, primarily by Michigan (the domiciliary state for CIC and WPIC) and to a lesser degree, the other jurisdictions in which we operate. Most insurance regulations are designed to protect the interests of insurance policyholders, as opposed to the interests of shareholders. These regulations generally are administered by a department of insurance in each state and relate to, among other things, authorizations to write certain lines of business, capital and surplus requirements, reserve requirements, rate and form approvals, investment and underwriting limitations, affiliate transactions, dividend limitations, cancellation and non‑renewal of policies, changes in control, solvency and a variety of other financial and non‑financial aspects of our business. These laws and regulations are regularly re‑examined and any changes in these laws and regulations or new laws may be more restrictive, could make it more expensive to conduct business or otherwise adversely affect our operations. State insurance departments also conduct periodic examinations of the affairs of insurance companies and require the filing of annual and other reports relating to financial condition, holding company issues and other matters. These regulatory requirements may impose timing and expense or other constraints that could adversely affect our ability to achieve some or all of our business objectives.

In addition, regulatory authorities have broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, where there is uncertainty as to applicability, we follow practices based on our interpretations of regulations or practices that we believe are generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us. This could adversely affect our ability to operate our business.

The admitted market is subject to more state regulation than the E&S market, particularly with regard to rate and form filing requirements, restrictions on the ability to exit lines of business, premium tax payments and membership in various state associations, such as guaranty funds. Some states have deregulated their commercial insurance markets. We cannot predict the effect that further deregulation would have on our business, financial condition or results of operations.

The NAIC has developed a system to test the adequacy of statutory capital of U.S.‑based insurers, known as Risk-Based Capital ("RBC"), that many states have adopted. This system establishes the minimum amount of RBC necessary for a company to support its overall business operations. It identifies property‑casualty insurers that may be inadequately capitalized by looking at certain inherent risks of each insurer’s assets and liabilities and its mix of net written premiums. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action, including supervision, rehabilitation or liquidation. Failure to maintain adequate risk‑based capital at the required levels could adversely affect the ability of our Insurance Company Subsidiaries to maintain regulatory authority to conduct their business.

In addition, the various state insurance regulators have increased their focus on risks within an insurer’s holding company system that may pose enterprise risk to the insurer. In 2012, the NAIC adopted significant changes to the insurance holding company act and regulations (the “NAIC Amendments”). The NAIC Amendments, when adopted by the various states, are designed to respond to perceived gaps in the regulation of insurance holding company systems in the United States. One of the major changes is a requirement that an insurance holding company system’s ultimate controlling person submit annually to its lead state insurance regulator an “enterprise risk report” that identifies activities, circumstances or events involving one or more affiliates of an insurer that, if not remedied properly, are likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole. Other changes include requiring a controlling person to submit prior notice to its domiciliary insurance regulator of a divestiture of control, having detailed minimum requirements for cost sharing and management agreements between an insurer and its affiliates and expanding of the agreements between an insurer and its affiliates to be filed with its domiciliary insurance regulator. The NAIC Amendments must be adopted by the individual state legislatures and insurance regulators in order to be effective. Michigan (i.e., our main domiciliary state for both our CIC and WPIC subsidiaries), requires a form of the enterprise risk report.

In 2012, the NAIC also adopted the Risk Management and Own Risk and Solvency Assessment Model Act (the “ORSA Model Act”). The ORSA Model Act, when adopted by the various states, will require an insurance holding company system’s Chief Risk Officer to submit annually to its lead state insurance regulator an Own Risk and Solvency Assessment Summary Report (“ORSA”). The ORSA is a confidential internal assessment appropriate to the nature, scale and complexity of an insurer, conducted by that insurer of the material and relevant risks identified by the insurer associated with an insurer’s current business plan and the sufficiency of capital resources to support those risks. The ORSA Model Act must be adopted by the individual state legislature and insurance regulators in order to be effective. While Michigan has not formally passed the ORSA requirement, Michigan has implemented a form “F” filing requirement that is the initial response to the ORSA Model Act.

We cannot predict the impact, if any, that the NAIC Amendments, compliance with the ORSA Model Act or any other regulatory requirements may have on our business, financial condition or results of operations.

We may become subject to additional government or market regulation which may have a material adverse impact on our business.

Market disruptions like those experienced during the credit‑driven financial market collapse in 2008, as well as the dramatic increase in the capital allocated to alternative asset management during recent years, have led to increased governmental as well as self‑regulatory scrutiny of the insurance industry in general. In addition, certain legislation proposing greater regulation of the industry is periodically considered by governing bodies of some jurisdictions, and the credit‑driven equity market collapse may increase the likelihood that some increased regulation of the industry is mandated.

Our business could be adversely affected by changes in state laws, including those relating to asset and reserve valuation requirements, surplus requirements, limitations on investments and dividends, enterprise risk and risk‑based capital requirements and, at the federal level, by laws and regulations that may affect certain aspects of the insurance industry, including proposals for preemptive federal regulation. The U.S. federal government generally has not directly regulated the insurance industry except for certain areas of the market, such as insurance for flood, nuclear and terrorism risks. However, the federal government has undertaken initiatives or considered legislation in several areas that may affect the insurance industry, including tort reform and corporate governance. The Dodd‑Frank Wall Street Reform and Consumer Protection Act (the “Dodd‑Frank Act”) also established the Federal Insurance Office, which is authorized to study, monitor and report to Congress on the insurance industry and to recommend that the Financial Stability Oversight Council (the “FSOC”) designate an insurer as an entity posing risks to U.S. financial stability in the event of the insurer’s material financial distress or failure. In December 2013, the Federal Insurance Office issued a report on alternatives to modernize and improve the system of insurance regulation in the United States, including increasing national uniformity through either a federal charter or effective action by the states. Any additional regulations established as a result of the Dodd‑Frank Act or actions in response to the Federal Insurance Office Report could increase our costs of compliance or lead to disciplinary action. In addition, legislation has been introduced from time to time that, if enacted, could result in the federal government assuming a more direct role in the regulation of the insurance industry, including federal licensing in addition to or in lieu of state licensing and reinsurance for natural catastrophes. We are unable to predict whether any legislation will be enacted or any regulations will be adopted, or the effect any such developments could have on our business, financial condition or results of operations.

It is impossible to predict what, if any, changes in the regulations applicable to us, the markets in which we operate, trade and invest or the counterparties with which we do business may be instituted in the future. Any such regulation could have a material adverse impact on our business.

The effect of emerging claim and coverage issues on our business is uncertain.

As industry practices and legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge. These issues may adversely affect our business by either broadening coverage beyond our underwriting intent or by increasing the number or size of claims. In some instances, these changes may not become apparent until sometime after we have issued insurance contracts that are affected by the changes. As a result, the full extent of liability under our insurance contracts may not be known for many years after a contract is issued.

Three examples of unanticipated risks that have affected the overall insurance industry are:


•	Apportionment of liability for ground settlement assigned to subcontractors who may have been involved in mundane tasks (such as installing sheetrock in a home);


•	Court decisions, such as the 1995 Montrose decision in California that read policy exclusions narrowly so as to expand coverage, thereby requiring insurers to create and write new exclusions; and


•	Asbestos liability applied to manufacturers of products and contractors who installed those products.

While not all of these examples have directly affected our business, similarly disruptive unanticipated risks could arise in the select markets in which we compete, and would have a disproportionate and adverse effect on our financial condition and results of operations.

Risks Relating to Our Business

We may not be able to manage our growth effectively.

We intend to continue to grow our business, which could require additional capital, systems development and skilled personnel. We cannot assure you that we will be able to locate profitable business opportunities, meet our capital needs, expand our systems and our internal controls effectively, allocate our human resources optimally, identify qualified employees or agents or incorporate effectively the components of any businesses we may acquire in our effort to achieve growth. The failure

to manage our growth effectively and maintain underwriting discipline could have a material adverse effect on our business, financial condition and results of operations.

Our investment portfolio is subject to significant market and credit risks, which could result in an adverse impact on our financial condition or results of operations.

Our results of operations depend, in part, on the performance of our investment portfolio. We seek to hold a diversified portfolio of investments that is managed by professional investment advisory management firms in accordance with our investment policy and routinely reviewed by our Investment Committee. However, our investments are subject to general economic conditions and market risks as well as risks inherent to particular securities.

The value of our investment portfolio is subject to the risk that certain investments may default or become impaired due to deterioration in the financial condition of one or more issuers of the securities held, or due to deterioration in the financial condition of an insurer that guarantees an issuer’s payments of such investments. Such defaults and impairments could reduce our net investment income and result in realized investment losses.

Risks for all types of securities are managed through application of our investment policy, which establishes investment parameters that include but are not limited to maximum percentages of investment in certain types of securities and minimum levels of credit quality, which we believe are within guidelines established by the NAIC and various state insurance departments, as applicable.

A severe economic downturn could cause us to incur substantial realized and unrealized investment losses in future periods, which would have an adverse impact on our financial condition, results of operations, debt and financial strength ratings, Insurance Company Subsidiaries’ capital liquidity and ability to access capital markets.

Although we seek to preserve our capital, we cannot be certain that our investment objectives will be achieved, and results may vary substantially over time. In addition, although we seek to employ investment strategies that are not correlated with our insurance exposures, losses in our investment portfolio may occur at the same time as underwriting losses and, therefore, exacerbate the adverse effect of the losses on us.

A decline in our financial strength rating may result in a reduction of new or renewal business.

Participants in the insurance industry use ratings from independent ratings agencies, such as A.M. Best Company, Inc. (“A.M. Best”) and Demotech, Inc. (“Demotech”), as an important means of assessing the financial strength and quality of insurers. In setting their ratings, both A.M. Best and Demotech utilize a quantitative and qualitative analysis of a company’s balance sheet strength, operating performance and business profile. These analyses include comparisons to peers and industry standards as well as assessments of operating plans, philosophy and management. For A.M. Best, the ratings range from A++, or superior, to F for in liquidation. Demotech’s ratings range from “A” (unsurpassed) to M (moderate). As of the date of this Form 10-K, A.M. Best has assigned financial strength ratings of B++ to CIC (the fifth highest rating level out of sixteen rating levels) and B+ for WPIC (the sixth highest out of sixteen). A rating of B++ for CIC and a rating of B+ for WPIC means A.M. Best considers both companies to have a “good” ability to meet their ongoing insurance obligations, i.e., to pay claims. Both CIC, WPIC are rated “A” by Demotech (the third highest rating level out of six rating levels) as of the date of this Form 10-K. A financial stability rating of “A” from Demotech indicates “exceptional” financial stability related to maintaining surplus at an acceptable level.

A.M. Best and Demotech assign ratings that are intended to provide an independent opinion of an insurance company’s ability to meet its obligations to policyholders and such ratings are not evaluations directed to investors. A.M. Best and Demotech periodically review our ratings and may revise them downward or revoke them at their sole discretion based primarily on their analyses of our balance sheet strength (including capital adequacy and loss and loss adjustment expense reserve adequacy), operating performance and business profile. Factors that could affect such analyses include but are not limited to:


•	If we change our business practices from our organizational business plan in a manner that no longer supports A.M. Best’s or Demotech’s rating;


•	If unfavorable financial, regulatory or market trends affect us, including excess market capacity;


•	If our losses exceed our loss reserves;


•	If we have unresolved issues with government regulators;


•	If we are unable to retain our senior management or other key personnel;


•	If our investment portfolio incurs significant losses; or


•	If A.M. Best or Demotech alters its capital adequacy assessment methodology in a manner that would adversely affect our rating.

These and other factors could result in a downgrade of our rating. A downgrade of our rating could cause our current and future agents, retail brokers and insureds to choose other, more highly‑rated competitors. A downgrade of this rating could also increase the cost or reduce the availability of reinsurance to us.

In addition, in view of the earnings and capital pressures recently experienced by many financial institutions, including insurance companies, it is possible that rating organizations will heighten the level of scrutiny that they apply to such institutions, will increase the frequency and scope of their credit reviews, will request additional information from the companies that they rate and may increase the capital and other requirements employed in the rating organizations’ models for maintenance of certain ratings levels. It is possible that such reviews of us may result in adverse ratings consequences, which could have a material adverse effect on our financial condition and results of operations. A downgrade or withdrawal of any rating could severely limit or prevent us from writing new and renewal insurance contracts. A downgrade of our rating by A.M. Best could also have adverse consequences under our credit agreement.

We may be unable to obtain reinsurance coverage at reasonable prices or on terms that provide us adequate protection.

We purchase reinsurance in many of our lines of business to help manage our exposure to insurance risks that we underwrite and to reduce volatility in our results.

The availability and cost of reinsurance are subject to prevailing market conditions, both in terms of price and available capacity, each of which can affect our business volume and profitability. The availability of reasonably affordable reinsurance is a critical element of our business plan. One important way we utilize reinsurance is to reduce volatility in claims payments by limiting our exposure to losses from large risks. Another way we use reinsurance is to purchase substantial protection against concentrated losses when we enter new markets. As a result, our ability to manage volatility and avoid significant losses, expand into new markets or grow by offering insurance to new kinds of enterprises may be limited by the unavailability of reasonably priced reinsurance. We may not be able to obtain reinsurance on acceptable terms or from entities with satisfactory creditworthiness. In such event, if we are unwilling to accept the terms or credit risk of potential reinsurers, we would have to reduce the level of our underwriting commitments, which would reduce our revenues.

Many reinsurance companies have begun to exclude certain coverages from, or alter terms in, the reinsurance contracts we enter into with them. Some exclusions relate to risks that we cannot in turn exclude from the policies we write due to business or regulatory constraints. In addition, reinsurers are imposing terms, such as lower per occurrence and aggregate limits, on direct insurers that do not wholly cover the risks written by these direct insurers. As a result, we, like other direct insurance companies, write insurance policies which to some extent do not have the benefit of reinsurance protection. These gaps in reinsurance protection expose us to greater risk and greater potential losses. For example, certain reinsurers have excluded coverage for terrorist acts or priced such coverage at unreasonably high rates.

If we are unable to retain key management and employees or recruit other qualified personnel, we may be adversely affected.

We believe that our future success depends, in large part, on our ability to retain our experienced management team and key employees, particularly our chairman and chief executive officer, James G. Petcoff. There can be no assurance that we can attract and retain the necessary employees to conduct our business activities on a timely basis or at all. Our competitors may offer more favorable compensation arrangements to our key management or employees to incentivize them to leave our Company. Furthermore, our competitors may make it more difficult for us to hire their personnel by offering excessive compensation arrangements to certain employees to induce them not to leave their current employment and bringing litigation against employees who do leave (and possibly us as well) to join us. We do not have employment agreements with any of our executive officers or employees. The loss of any of our executive officers or other key personnel, or our inability to recruit and retain additional qualified personnel as we grow, could materially and adversely affect our business and results of operations, and could prevent us from fully implementing our growth strategies.

We, or agents we have appointed, may act based on inaccurate or incomplete information regarding the accounts we underwrite, or such agents may exceed their authority or commit fraud when binding policies on our behalf.

We, and our very select few managing general agencies and other agents who have the ability to bind our policies, rely on information provided by insureds or their representatives when underwriting insurance policies. While we may make inquiries to validate or supplement the information provided, we may make underwriting decisions based on incorrect or incomplete information. It is possible that we will misunderstand the nature or extent of the activities or facilities and the corresponding extent of the risks that we insure because of our reliance on inadequate or inaccurate information. If any such agents exceed their authority or engage in fraudulent activities, our financial condition and results of operations could be adversely affected.

We may be adversely affected by interest rate changes .

Our investment portfolio is predominantly comprised of fixed income securities. These securities are sensitive to changes in interest rates. An increase in interest rates typically reduces the fair market value of fixed income securities. In addition, if

interest rates decline, investment income earned from future investments in fixed income securities will be lower. We generally hold our fixed income securities to maturity, so our interest rate exposure does not usually result in realized losses. However, as noted above, rising interest rates could result in a significant reduction of our book value. A low investment yield environment could adversely impact our net earnings, as a result of fixed income securities maturing and being replaced with lower yielding securities which impact investing results.

Interest rates are highly sensitive to many factors beyond our control including general economic conditions, governmental monetary policy, and political conditions. As discussed above, fluctuations in interest rates may adversely impact our business. See “Item 7A. Qualitative and Quantitative Disclosures About Market Risk” for further discussion on interest rate risk.

Our ability to meet ongoing cash requirements, service debt and pay dividends may be limited by our holding company structure and regulatory constraints restricting dividends or other distributions by our Insurance Company Subsidiaries.

We are a holding company that transacts the majority of our business through our Insurance Company Subsidiaries. Our ability to meet our obligations on our outstanding debt, and to pay our expenses and shareholder dividends, depends upon the dividend paying capacity of our Insurance Company Subsidiaries. We will be limited by the earnings of our Insurance Company Subsidiaries, and the distribution or other payment of such earnings to it in the form of dividends, loans, advances or the reimbursement of expenses. Payments of dividends to us by our Insurance Company Subsidiaries are subject to various business considerations and restricted by state insurance laws, including laws establishing minimum solvency and liquidity thresholds, and could be subject to revised restrictions in the future. The ability to pay ordinary and extraordinary dividends must be reviewed in relation to the impact on key financial measurement ratios, including RBC ratios and A.M. Best's Capital Adequacy Ratio ("BCAR"). The Insurance Company Subsidiaries’ ability to pay future dividends without advance regulatory approval is dependent upon maintaining a positive level of unassigned surplus, which in turn, is dependent upon the Insurance Company Subsidiaries generating net income. As a result, at times, we may not be able to receive dividends from our Insurance Company Subsidiaries in amounts necessary to meet our debt obligations, to pay shareholder dividends on our capital stock or to pay corporate expenses. Therefore, the inability of our Insurance Company Subsidiaries to pay dividends or make other distributions could have a material adverse effect on our business and financial condition.

We may require additional capital in the future, which may not be available or available only on unfavorable terms.

Our future capital requirements depend on many factors, including our ability to write new and renewal business successfully and to establish premium rates and reserves at levels sufficient to cover losses. Our ability to underwrite depends largely upon the expected quality of our claims paying process and our perceived financial strength as estimated by potential insureds, agents, brokers, other intermediaries and independent rating agencies. To the extent that our existing capital is insufficient to fund our future operating requirements, cover claim losses, or satisfy ratings agencies in order to maintain a satisfactory rating, we may need to raise additional capital in the future through offerings of debt or equity securities or otherwise to:


•	Fund liquidity needs caused by underwriting or investment losses;


•	Replace capital lost in the event of significant reinsurance losses or adverse reserve developments;


•	Satisfy letters of credit or guarantee bond requirements that may be imposed by our clients or by regulators;


•	Meet rating agency or regulatory capital requirements; or


•	Respond to competitive pressures.

Any equity or debt financing, if available at all, may be on terms that are unfavorable to us. Further, any additional capital raised through the sale of equity could dilute your ownership interest in the Company and may cause the value of our shares to decline. Additional capital raised through the issuance of debt may result in creditors having rights, preferences and privileges senior or otherwise superior to those of the holders of our shares and may limit our flexibility in operating our business and make it more difficult to obtain capital in the future. Disruptions, uncertainty, or volatility in the capital and credit markets may also limit our access to capital required to operate our business. If we are not able to obtain adequate capital, our business, financial condition and results of operations could be materially adversely affected.

We are subject to credit risk with regard to our reinsurance counterparties.

Although reinsurance makes the assuming reinsurer liable to us to the extent of the risk ceded, we are not relieved of our primary liability to our insureds as the direct insurer. We cannot be sure that our reinsurers will pay all reinsurance claims on a timely basis or at all. For example, reinsurers may default in their financial obligations to us as the result of insolvency, lack of liquidity, operational failure, fraud, asserted defenses based on agreement wordings or the principle of utmost good faith, asserted deficiencies in the documentation of agreements or other reasons. The failure of a reinsurer to pay us does not lessen our contractual obligations to insureds. If a reinsurer fails to pay the expected portion of a claim or claims, our net losses might

increase substantially and adversely affect our financial condition. Any disputes with reinsurers regarding coverage under reinsurance contracts could be time‑consuming, costly and uncertain of success.

Downgrades to the credit ratings of our reinsurance counterparties may result in the reduction of rating agency capital credit provided by those reinsurance contracts and could, therefore, result in a downgrade of our own credit ratings. We evaluate each reinsurance claim based on the facts of the case, historical experience with the reinsurer on similar claims and existing case law and include any amounts deemed uncollectible from the reinsurer in our reserve for uncollectible reinsurance.

Our Insurance Company Subsidiaries are subject to minimum capital and surplus requirements. Failure to meet these requirements could subject us to regulatory action.

Our Insurance Company Subsidiaries are subject to minimum capital and surplus requirements imposed under the laws of their respective states of domicile and each state in which they issue policies. As of December 31, 2016, our Insurance Company Subsidiaries were in compliance with all such reserves. Any failure by one of our Insurance Company Subsidiaries to meet minimum capital and surplus requirements imposed by applicable state law will subject it to corrective action. This may include requiring adoption of a comprehensive financial plan, revocation of its license to sell insurance products or placing the subsidiary under state regulatory control. A decline in the risk based capital ratios of our Insurance Company Subsidiaries could limit their ability to make a dividend to us and could be a factor in causing rating agencies to downgrade our ratings. Any new minimum capital and surplus requirements adopted in the future may require us to increase the capital and surplus of our Insurance Company Subsidiaries, which we may not be able to do.

Any debt service obligations will reduce the funds available for other business purposes, and the terms and covenants relating to our current and future indebtedness could adversely impact our financial performance and liquidity.

As of December 31, 2016 , we had an aggregate amount of $17.8 million outstanding under our revolving line of credit and our two term loans, combined. To the extent we incur additional debt in the future for acquisitions, capital expenditures, working capital or otherwise, we will be subject to risks typically associated with debt financing, such as insufficient cash flow to meet required debt service payment obligations and the inability to refinance existing indebtedness.

The Credit Facility contains various restrictive covenants that relate to the Company’s shareholders’ equity, premiums‑to‑capital and surplus ratios, fixed‑charge coverage ratio, and certain other metrics such as risk‑based capital ratios. Certain of the Company’s Insurance Company Subsidiaries are also required to maintain minimum A.M. Best ratings. If we are unable to meet debt covenant requirements or to obtain future waivers regarding such failures, we could be in breach of our credit agreement. Any such breach could cause significant disruption to our operations, including a requirement to immediately repay our indebtedness, and would have severe adverse effects on our liquidity and financial flexibility.

The failure of any of the loss limitations or exclusions we employ, or changes in other claims or coverage issues, could have a material adverse effect on our financial condition or results of operations.

Although we seek to mitigate our loss exposure through a variety of methods, the future is inherently unpredictable. It is difficult to predict the timing, frequency and severity of losses with statistical certainty. It is not possible to completely eliminate our exposure to un‑forecasted or unpredictable events and, to the extent that losses from such risks occur, our financial condition and results of operations could be materially adversely affected.

For instance, various provisions of our policies, such as limitations or exclusions from coverage or choice of forum, which have been negotiated to limit our risks, may not be enforceable in the manner we intend. At the present time, we employ a variety of endorsements to our policies that limit exposure to known risks. As industry practices and legal, judicial, social and other conditions change, unexpected and unintended issues related to claims and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond the underwriting intent or by increasing the size or number of claims.

In addition, we design our E&S lines’ policy terms to manage our exposure to expanding theories of legal liability like those which have given rise to claims for lead paint, asbestos, mold, construction defects and environmental matters. Many of the policies we issue also include conditions requiring the prompt reporting of claims to us and entitle us to decline coverage in the event of a violation of that condition. Also, many of our policies limit the period during which a policyholder may bring a claim under the policy, which in many cases is shorter than the statutory period under which such claims can be brought against our policyholders. While these exclusions and limitations help us assess and reduce our loss exposure and help eliminate known exposures to certain risks, it is possible that a court or regulatory authority could nullify or void an exclusion or legislation could be enacted modifying or barring the use of such endorsements and limitations. These types of governmental actions could result in higher than anticipated losses and loss adjustment expenses, which could have a material adverse effect on our financial condition or results of operations. In some instances, these changes may not become apparent until sometime after we have issued insurance policies that are affected by the changes. As a result, the full extent of liability under our insurance contracts may not be known for many years after a contract is issued.

We distribute our insurance products through a select group of agents, several of which account for a significant portion of our business, and there can be no assurance that such relationships will continue, or if they do continue, that the relationship will be on favorable terms to us. In addition, reliance on agents subjects us to their credit risk.

Our distribution model depends almost entirely on the agencies that distribute our products. In 2016, our top six select agencies, including affiliated agencies, accounted for approximately 59% of our gross written premiums in our commercial lines, and our top four select agencies, including affiliated agencies accounted for approximately 52% of our gross written premiums in our personal lines. We cannot assure you that these relationships, or our relationships with any of our agencies will continue. Even if the relationships do continue, they may not be on terms that are profitable for us. The termination of a relationship with one or more significant agents could result in lower direct written premiums and could have a material adverse effect on our results of operations or business prospects.

Certain premiums from policyholders, where the business is produced by agents, are collected directly by the agents and forwarded to our Insurance Company Subsidiaries. In certain jurisdictions, when the insured pays its policy premium to these agents for payment on behalf of our Insurance Company Subsidiaries, the premiums might be considered to have been paid under applicable insurance laws and regulations. Accordingly, the insured would no longer be liable to us for those amounts, whether or not we have actually received the premiums from that agent. Consequently, we assume a degree of credit risk associated with agents. Where necessary, we review the financial condition of potential new agents before we agree to transact business with them. Although failures by agents to remit premiums have not been material to date, there may be instances where agents collect premiums but do not remit them to us and we may be required under applicable law to provide the coverage set forth in the policy despite the absence of premiums.

Because the possibility of these events depends in large part upon the financial condition and internal operations of our agents (which in most cases is not public information), we are not able to quantify the exposure presented by this risk. If we are unable to collect premiums from agents in the future, underwriting profits may decline and our financial condition and results of operations could be materially and adversely affected.

We could be forced to sell investments to meet our liquidity requirements.

We invest the premiums we receive from our insureds until they are needed to pay policyholder claims or until they are recognized as profits. Consequently, we seek to manage the duration of our investment portfolio based on the duration of our loss and loss adjustment expense reserves to ensure sufficient liquidity and avoid having to liquidate securities to fund claims. Risks such as inadequate loss and loss adjustment reserves or unfavorable trends in litigation could potentially result in the need to sell investments to fund these liabilities. Such sales could result in significant realized losses depending on the conditions of the general market, interest rates and credit issues with individual securities.

Increased information technology security threats and more sophisticated computer crimes pose a risk to our systems, networks, products and services.

Our business is dependent upon the uninterrupted functioning of our information technology and telecommunication systems. We rely upon our systems, as well as the systems of our vendors, to underwrite and process our business; make claim payments; provide customer service; provide policy administration services, such as endorsements, cancellations and premium collections; comply with insurance regulatory requirements; and perform actuarial and other analytical functions necessary for pricing and product development. We have established security policies, processes and layers of defense designed to help identify and protect against intentional and unintentional misappropriation or corruption of our systems and information and disruption of our operations. Our security measures are focused on the prevention, detection and remediation of damage from computer viruses, natural disasters, unauthorized access, cyber attack and other similar disruptions.

Despite these efforts, our systems may be damaged, disrupted, or shut down due to attacks by unauthorized access, malicious software, undetected intrusion, hardware failures, or other events, and in these circumstances our disaster recovery planning may be ineffective or inadequate. Information technology security threats from user error to cybersecurity attacks are increasing in frequency and sophistication. Cybersecurity attacks may range from random attempts to coordinated and targeted attacks, including sophisticated computer crime and advanced threats. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. No cybersecurity attack has had a material impact on our financial condition, results of operations or liquidity. However, the potential consequences of a material cybersecurity attack include reputational damage, litigation with third parties, and increased cybersecurity protection and remediation costs. A sustained business interruption or system failure could adversely impact our ability to process our business, provide customer service, pay claims in a timely manner or perform other necessary business functions. We could also be subject to fines and penalties from a security breach. The cost to remedy a severe breach could be substantial.

We rely on our systems and employees, and those of certain third‑party vendors and service providers in conducting our operations, and certain failures, including internal or external fraud, operational errors, or systems malfunctions, could materially adversely affect our operations.

We are exposed to many types of operational risk, including the risk of fraud by employees and outsiders, clerical and recordkeeping errors and computer or telecommunications systems malfunctions. Our business depends on our ability to process a large number of increasingly complex transactions. If any of our operational, accounting, or other data processing systems fail or have other significant shortcomings, we could be materially adversely affected. Similarly, we depend on our employees. We could be materially adversely affected if one or more of our employees cause a significant operational breakdown or failure, either as a result of human error or intentional sabotage or fraudulent manipulation of our operations or systems.

Third parties with whom we do business, including vendors that provide services or security solutions for our operations, could also be sources of operational and information security risk to us, including from breakdowns, failures, or capacity constraints of their own systems or employees. Any of these occurrences could diminish our ability to operate our business, or cause financial loss, potential liability to insureds, inability to secure insurance, reputational damage or regulatory intervention, which could materially adversely affect us.

Our geographic concentration ties our performance to the business, economic, natural perils, man-made perils, and regulatory conditions within our most concentrated region.

Our revenues and profitability are subject to the prevailing regulatory, legal, economic, political, demographic, competitive, weather and other conditions in the principal states in which we do business. Changes in any of these conditions could make it less attractive for us to do business in such states and would have a more pronounced effect on us compared to companies that are more geographically diversified. In addition, our exposure to severe losses from localized perils, such as earthquakes, hurricanes, tropical storms, tornadoes, wind, ice storms, hail, fires, terrorism, riots and explosions, is increased in those areas where we have written significant numbers of insurance policies.

Litigation and legal proceedings against our subsidiaries could have a material adverse effect on our business, financial condition and/or results of operations.

As an insurance holding company, our subsidiaries are named as defendants in various legal actions in the ordinary course of business. We believe that the outcome of presently pending matters, individually and in the aggregate, will not have a material adverse effect on our consolidated financial position, operating results or liquidity. However, the outcomes of lawsuits cannot be predicted and, if determined adversely, could require us to pay significant damage amounts or to change aspects of our operations, which could have a material adverse effect on our financial results.

We are subject to assessments and other surcharges from state guaranty funds, and mandatory state insurance facilities, which may reduce our profitability.

Our Insurance Company Subsidiaries are subject to assessments in most states where we are licensed for the provision of funds necessary for the settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies. These assessments, which are levied by guaranty associations within the state up to prescribed limits, are imposed on all member insurers in the applicable state on the basis of the proportionate share of the premiums written by member insures in the lines of business in which the impaired, insolvent or failed insurer was engaged. Accordingly, the assessments levied on us by the states in which we are licensed to write insurance may increase as we increase our premiums written. Maximum contributions required by law in any one year vary by state, and have historically been less than one percent of annual premiums written. We cannot predict with certainty the amount of future assessments because they depend on factors outside our control, such as insolvencies of other insurance companies. Significant assessments could have a material adverse effect on our financial condition and results of operations.

Risks Related to Ownership of Our Common Stock

The price of our common stock may be volatile and limited public float and low trading volume for our shares may have an adverse impact on the share price or make it difficult to liquidate.

The trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could be significant and could cause a loss in the amount invested in our shares of common stock. Factors that could cause fluctuation are listed in the “ Industry Risks ” and “ Risks Related to our Business ” listed above.

In addition, the stock market in general, and the market for insurance companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources, and harm our business, operating results, and financial condition.

As a result of these factors, investors in our common stock may not be able to resell their shares at or above their purchase price or may not be able to resell them at all. These market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and the trading volume of our common stock remain low.

Our principal shareholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to shareholder approval.

As of December 31, 2016 , our executive officers, directors, 5% shareholders and their affiliates owned approximately 50.0% of our voting stock. Therefore, these shareholders will have the ability to influence us through their ownership position. These shareholders may be able to significantly influence all matters requiring shareholder approval. For example, these shareholders may be able to significantly influence elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest as one of our shareholders.

We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an emerging growth company, as defined in the Jumpstart Our Business Startups ("JOBS") Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company until 2020, up to five years following the year in which we completed our offering. Circumstances could cause us to lose that status earlier, including: (i) we are deemed to be a “large accelerated filer,” as defined under the Exchange Act before that time, (ii) we have total annual gross revenue of $1.0 billion or more during any fiscal year before that time or (iii) we issue more than $1.0 billion in non‑convertible debt during any three year period before that time.

Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company” which would allow us to take advantage of many of the same exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. As a result, changes in rules of U.S. generally accepted accounting principles or their interpretation, the adoption of new guidance or the application of existing guidance to changes in our business could significantly affect our financial position and results of operations.

We cannot assure you that we will declare or pay dividends on our common shares in the future so any returns may be limited to the value of our stock.

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to shareholders will therefore be limited to appreciation in value of their stock, if any. In addition, certain regulatory concerns limit our ability to pay dividends even if we were to determine such dividends were appropriate at this stage of our business development. Because we are a holding company that has no substantial operations of our own, we rely primarily on cash dividends or distributions from our subsidiaries to pay our operating expenses and dividends to shareholders. The payment of dividends by our Insurance Company Subsidiaries is limited under the laws and regulations of their respective domicile. These regulations stipulate the maximum amount of annual dividends or other distributions available to shareholders without prior approval of the relevant regulatory authorities. As a result of such regulations, we may not be able to pay our operating expenses as they become due and our payment of future dividends to shareholders may be limited.

In addition, any determination to declare or pay future dividends to our shareholders will be at the discretion of our board of directors and will depend on a variety of factors, including (1) our financial condition, liquidity, results of operations (including our ability to generate cash flow in excess of expenses and our expected or actual net income), retained earnings and collateral and capital requirements, (2) general business conditions, (3) legal, tax and regulatory limitations, (4) contractual

prohibitions and other restrictions, (5) the effect of a dividend or dividends upon our financial strength ratings and (6) any other factors that our board of directors deems relevant. See “Dividend Policy.”

We incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, we are subject to the reporting requirements of the Exchange Act, which require, among other things, that we file with the SEC, annual, quarterly and current reports with respect to our business and financial condition. We are also subject to other reporting and corporate governance requirements, including certain requirements of Nasdaq and certain provisions of the Sarbanes‑Oxley Act and the regulations promulgated thereunder, which will impose significant compliance obligations upon us.

The Sarbanes‑Oxley Act and the Dodd‑Frank Act, as well as new rules subsequently implemented by the SEC and Nasdaq, have increased regulation of, and imposed enhanced disclosure and corporate governance requirements on, public companies. Our efforts to comply with these evolving laws, regulations and standards have increased our operating costs and may divert management’s time and attention from revenue‑generating activities.

Other expenses associated with being a public company include increases in auditing, accounting and legal fees and expenses, investor relations expenses, increased directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses.

Certain provisions of our corporate governance documents and Michigan law could discourage, delay or prevent a merger or acquisition at a premium price.

Our amended and restated articles of incorporation and bylaws will contain provisions that may make the acquisition of our Company more difficult without the approval of our board of directors (our “Board”). These include provisions that, among other things:


•	Permit the Board to issue up to 10 million shares of preferred stock, with any rights, preferences and privileges as they may determine (including the right to approve an acquisition or other change in control);


•	Provide that the authorized number of directors may be fixed only by the Board in accordance with our amended and restated bylaws;


•	Do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares entitled to vote in any election of directors to elect all of the directors standing for election);


•	Provide that all vacancies and newly created directorships may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;


•	Prohibit removal of directors without cause;


•	Prohibit shareholders from calling special meetings of shareholders;


•	Requires unanimous consent for shareholders to take action by written consent without approval of the action by our Board;


•	Provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at a meeting of shareholders must provide advance notice in writing and also comply with specified requirements related to the form and content of a shareholder’s notice;


•	Require at least 80% supermajority shareholder approval to alter, amend or repeal certain provisions of our amended and restated articles of incorporation; and


•	Require at least 80% supermajority shareholder approval in order for shareholders to adopt, amend or repeal our amended and restated bylaws.

These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of the Board of Directors, which is responsible for appointing members of our management.

In addition, the 2015 Omnibus Incentive Plan permits the Board or a committee thereof to accelerate, vest or cause the restrictions to lapse with respect to outstanding equity awards, in the event of, or immediately prior to, a change in control. Such vesting or acceleration could discourage the acquisition of our Company.

We could also become subject to certain anti‑takeover provisions under Michigan law which may discourage, delay or prevent someone from acquiring us or merging with us, whether or not an acquisition or merger is desired by or beneficial to

our shareholders. If a corporation’s board of directors chooses to “opt in” to certain provisions of Michigan Law, such corporation may not, in general, engage in a business combination with any beneficial owner, directly or indirectly, of 10% of the corporation’s outstanding voting shares unless the holder has held the shares for five years or more or, among other things, the board of directors has approved the business combination. Our Board of Directors has not elected to be subject to this provision, but could do so in the future. Any provision of our amended and restated articles of incorporation or bylaws or Michigan law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares, and could also affect the price that some investors are willing to pay for our common stock otherwise.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We lease office space in Birmingham, Michigan, where our principal executive office is located. We also lease offices in Southfield, Michigan; Jacksonville, Longwood and Miami, Florida; Somerset, Pennsylvania; Brentwood, Tennessee; and Waco, Texas. We believe that our facilities are adequate for our current needs and that suitable additional or substitute space will be available as needed.

ITEM 3. LEGAL PROCEEDINGS

We are party to legal proceedings which arise in the ordinary course of business. We believe that the outcome of such matters, individually and in the aggregate, will not have a material adverse effect on our consolidated financial position, operating results or liquidity.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.



Shareholder Information Corporate Headquarters	Transfer Agent & Registrar
550 W. Merrill Street	American Stock Transfer & Trust Co, LLC
Birmingham, MI 48009	6201 15 ^th Avenue
Phone: (248) 559-0870	Brooklyn, NY 11219

Independent Registered Public Accounting Firm
Deloitte & Touche, LLP	Stock Listing
200 Renaissance Center	Nasdaq
Suite 3900	Symbol: CNFR
Detroit, MI 48243

Corporate Counsel
Honigman Miller Schwartz and Cohn, LLP
600 Woodward Avenue 2290 First National Building
Detroit, MI 48226-3506

Shareholder Relations and Form 10-K

A copy of our 2016 Annual Report and Form 10-K, as filed with the Securities and Exchange Commission, may be obtained upon written request to our Financial Reporting Department at our corporate headquarters at ir@cnfrh.com.

Share Price and Dividend Information

Our common stock is traded on the Nasdaq under the symbol “CNFR.” The following table sets forth the high and low sale prices of our common shares as reported by the Nasdaq for each period shown:



	High	Low
2016
First Quarter	9.22	6.04
Second Quarter	7.00	6.27
Third Quarter	8.59	7.15
Fourth Quarter	8.55	6.65

2015
Third Quarter (beginning August 13, 2015)	10.60	9.75
Fourth Quarter	10.09	8.94

Neither Michigan law nor our amended and restated articles of incorporation requires our board of directors to declare dividends on our common stock. Conifer Holdings, Inc. is a holding company that has no substantial revenues of its own, and relies primarily on intercompany service fees, cash dividends or distributions from its subsidiaries to pay operating expenses, service debts, and pay dividends to shareholders. The payment of dividends by the Insurance Company Subsidiaries is limited under the laws and regulations of their respective state of domicile. These regulations stipulate the maximum amount of annual dividends or other distributions available to shareholders without prior approval of the relevant regulatory authorities. Any future determination to declare cash dividends on our common stock will be made at the discretion of the board of directors and will depend on the financial condition, results of operations, capital requirements, general business conditions and other factors

that the board of directors may deem relevant. The Parent Company has not historically paid dividends and does not anticipate paying cash dividends on its common stock for the foreseeable future.

For additional information regarding dividend restrictions, refer to the Liquidity and Capital Resources section of Management’s Discussion and Analysis.

Shareholders of Record

As of March 10, 2017, there were 35 shareholders of record of our common stock. A substantially greater number of holders are beneficial owners whose shares are held of record by banks, brokers and other nominees.

Recent Sales of Unregistered Securities

In the past three years, we have sold and issued the following unregistered securities:

In a related series of transactions ranging from January 1, 2014 through June 30, 2014, we sold an aggregate of 764,602 shares of our common stock at a per share price of $12.16, resulting in aggregate gross proceeds of $9.3 million (approximately $1.0 million of which resulted from the conversion of a loan from one of our executive officers at the same per share price). These shares were sold to certain of our officers and directors and other accredited investors known to our management.

In a related series of transactions ranging from January 8, 2014 through February 27, 2014, and again on July 24, 2014, we sold an aggregate of 66,000 shares of newly designated preferred stock at $10 per share for aggregate gross proceeds of $660,000.

On September 30, 2014, we amended the designations of our preferred stock. In a related series of transactions ranging from September 30, 2014 through November 20, 2014, we sold an additional 54,000 redeemable preferred shares at $100 per share to certain of our directors and officers and other accredited investors known to management. These transactions resulted in aggregate gross proceeds of $5.4 million. Also, in connection with the change in designations of our preferred stock, on September 30, 2014, we exchanged shares of our new redeemable preferred shares for shares of our previously existing preferred shares on a 1‑for‑10 basis, reflecting the $100 original issue price of the new redeemable preferred shares. We did not receive any proceeds from this exchange.

In the fourth quarter of 2014, in a series of transactions ranging from September 30, 2014 through January 16, 2015, we sold an aggregate of 1,535,814 shares of our common stock at a per share price of $13.63, resulting in aggregate gross proceeds of $20.9 million. These shares were sold to certain of our officers and directors and other third party accredited investors.

No underwriters were involved in the foregoing sales of securities. The issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering.

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following tables set forth selected consolidated historical financial information of Conifer Holdings, Inc. and Subsidiaries as of the dates and for the periods indicated. The selected financial data for the years ended December 31, 2016 , 2015 , 2014 , 2013 and 2012 were derived from our audited consolidated financial statements and related notes thereto.

These historical results are not necessarily indicative of results to be expected for any future period. The following financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto included elsewhere in this report (dollars in thousands, except for per share data).



	Year Ended December 31,
	2016			2015			2014			2013		2012
Operating Results:
Gross written premiums	$	114,923		$	93,750		$	83,847		$	44,087	$	22,838
Ceded written premiums	(14,994		)	(14,076)			(17,548)			(6,439)		(543)
Net written premiums	$	99,929		$	79,674		$	66,299		$	37,648	$	22,295
Net earned premiums	89,627			$	66,765		$	57,528		$	27,629	$	16,934
Net investment income	2,173			1,902			1,175			1,000		1,072
Net realized investment gains	1,365			285			417			299		1273
Other gains (losses) (1)	(400		)	104			—			3,714		—
Other income	1,118			1,667			1,809			834		309
Total revenue	93,883			70,723			60,929			33,476		19,588
Losses and loss adjustment expenses, net	59,003			38,882			40,730			15,824		7,591
Policy acquisition costs	25,280			16,183			14,696			7,667		4,652
Operating expenses	17,596			14,806			12,139			9,161		6,520
Interest expense	647			769			584			541		428
Total expenses	102,526			70,640			68,149			33,193		19,191
Income (loss) before income taxes	(8,643)			83			(7,220)			283		397
Income tax expense (benefit)	(77		)	48			(281)			3		(16)
Equity earnings (losses) in affiliates, net of tax	129			(52)			—			—		—
Net income (loss)	(8,437)			(17)			(6,939)			280		413
Less net income (loss) attributable to non-controlling interest	—			(81)			(4)			(69)
Net income (loss) attributable to Conifer	$	(8,437	)	$	64		$	(6,935	)	$	349	$	413
Net income (loss) allocable to common shareholders	$	(8,437	)	$	(476	)	$	(7,200	)	$	349	$	413
Net income (loss) per share allocable to common shareholders, basic and diluted	$	(1.11	)	$	(0.09	)	$	(2.69	)	$	0.20	$	0.24
Weighted average common shares outstanding, basic and diluted	7,618,588			5,369,960			2,672,440			1,749,626		1,741,517



	Year Ended December 31,
	2016		2015		2014		2013		2012
Balance Sheet Data:
Cash and invested assets	141,023		$	130,427	$	123,726	$	68,445	$	54,618
Reinsurance recoverables	7,498		7,044		5,139		4,394		7,978
Total assets	203,701		177,927		163,738		96,856		73,712
Unpaid losses and loss adjustment expenses	54,651		35,422		31,531		28,908		24,843
Unearned premiums	58,126		47,916		43,381		26,505		11,905
Senior debt	17,750		12,750		27,562		13,087		11,987
Total liabilities	135,907		100,665		113,460		75,605		52,097
Preferred stock(2)	—		—		6,119		—		—
Total shareholders’ equity attributable to Conifer	67,794		77,262		44,182		21,270		21,615
Other Data:
Shareholders’ equity per common share outstanding	$	8.88	$	10.11	$	11.06	$	12.16	$	12.35
Regulatory capital and surplus(3)	62,189		71,153		65,974		34,817		35,600



	Year Ended December 31,
	2016		2015		2014		2013		2012
Underwriting Ratios:
Loss ratio	65.0	%	56.8	%	68.6	%	55.6	%	44.0	%
Expense ratio	47.2	%	45.3	%	45.2	%	59.1	%	64.8	%
Combined ratio	112.2	%	102.1	%	113.8	%	114.7	%	108.8	%

(1)

In 2016, as a result of the merger of ACIC into WPIC, the value of intangible assets recorded for insurance licenses on ACIC were written off resulting in a loss. In 2015, the Company recognized a gain as a result of the deconsolidation of an affiliate. In 2013, the Company recognized a gain on the acquisitions of EGI Insurance Services, Inc. and MLBA Mutual Insurance Company. The acquisitions were accounted for as bargain purchases.


(2)	In March 2015, the Company reclassified the then carrying amount of its preferred stock of $6,180 from temporary equity to permanent equity as the redemption of the preferred stock became within the Company’s control as a result of the amendments to the preferred stock designations.


(3)	For our Insurance Company Subsidiaries, the excess of assets over liabilities are determined in accordance with statutory accounting principles as determined by the NAIC.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements, related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K, filed with the U. S. Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

Certain statements contained in this Annual Report on Form 10-K, 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, which could cause our actual results to differ materially from those in the forward-looking statements, including those described above in Item 1A Risk Factors 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.

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 44 states, we are licensed to write insurance in 40 states as an admitted carrier 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 and commission income from SIA's 50% owned agency (the "Affiliate"). The Affiliate places small commercial risks mainly for alarm and security guard markets.

Our expenses consist primarily of losses and loss adjustment expenses, agents’ commissions, and other underwriting and administrative expenses. We organize our operations in two insurance businesses: commercial insurance lines and personal insurance lines.

Through our commercial insurance 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 lines, we offer homeowners insurance and dwelling fire insurance products to individuals in several states. Our specialty homeowners insurance line is primarily comprised of either wind-exposed homeowners insurance providing hurricane and wind coverage to underserved homeowners in Texas, Hawaii and Florida or low-value dwelling insurance tailored for owners of lower valued homes, which we have historically offered in Illinois and Indiana, and have now expanded to Louisiana and Texas (where we have an office in Waco). Due to recent Florida-based industry events, we have been de-emphasizing our Florida homeowners' business and reducing our exposures in that state. Otherwise, there has been little change in our approach to managing or evaluating these lines.

Critical Accounting Policies and Estimates

General

We identified the accounting estimates below as critical to the understanding of our financial position and results of operations. Critical accounting estimates are defined as those estimates that are both important to the portrayal of our financial condition and results of operations and which require us to exercise significant judgment. We use significant judgment concerning future results and developments in applying these critical accounting estimates and in preparing our consolidated financial statements. These judgments and estimates affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of material contingent assets and liabilities. Actual results may differ materially from the estimates and

assumptions used in preparing the consolidated financial statements. We evaluate our estimates regularly using information that we believe to be relevant. See the Consolidated Financial Statements Note 1 – Summary of Significant Accounting Policies, for further details.

Loss and Loss Adjustment Expense Reserves

Our recorded loss and loss adjustment expenses ("LAE") reserves represent management’s best estimate of unpaid loss and LAE at each balance sheet date, based on information, facts and circumstances known at such time. Our loss and LAE reserves reflect our estimates at the balance sheet date of the following items:

• Case reserves, which are unpaid loss and LAE amounts we expect to pay for losses that have been reported; and

• Incurred but not reported ("IBNR") reserves, which are (1) unpaid loss and LAE amounts we expect to pay for losses that have been incurred but not yet reported; and (2) the expected development of losses and LAE on open reported cases.

We do not discount the loss and LAE reserves for the time value of money.

Case reserves for reported losses and LAE are initially set by our claims personnel. When a claim is reported to us, our claims department completes a case‑basis valuation and establishes a case reserve for the estimated amount of the ultimate payment as soon as practicable and after it has sufficient information to form a judgment about the probable ultimate losses and LAE associated with that claim, with a goal of setting the case reserve at the ultimate expected loss and LAE amount. Our claims department updates their case‑basis valuations upon receipt of additional information. The case reserve is based primarily upon an evaluation of the following factors:

• The type of loss;

• The severity of injury or damage;

• Our knowledge of the circumstances surrounding the claim;

• The jurisdiction of the occurrence;

• Policy provisions related to the claim;

• Expenses intended to cover the ultimate cost of settling claims, including investigation and defense of lawsuits resulting from such claims, costs of outside adjusters and experts, and all other expenses which are identified to the case; and

• Any other information considered pertinent to estimating the indemnity and expense exposure presented by the claim.

IBNR reserves are determined by subtracting case reserves from total estimated loss and LAE reserves, which are based on the ultimate expected losses and LAE less paid loss and LAE. Our actuarial department develops estimated ultimate loss and LAE on a quarterly basis. Our Reserve Review Committee (which includes our Chief Executive Officer, President, Chief Financial Officer, other members of executive management, and key actuarial, underwriting and claims personnel) meets each quarter to review our actuaries’ estimated ultimate expected loss and LAE.

The carried reserves reflect management’s best estimate of the outstanding loss and LAE liabilities. Management arrives at this estimate after reviewing an internal analysis prepared by the Company's certified actuary.

We use several generally accepted actuarial methods to develop estimated ultimate loss and LAE estimates by line of business and accident year. This process relies on the basic assumption that past experience, adjusted for the effects of current developments and likely trends, is a reasonable basis for predicting future outcomes. These methods utilize various inputs, including but not limited to:

• Written and earned premiums;

• Paid and reported losses and LAE;

• Expected initial loss and LAE ratio, which is the ratio of incurred losses and LAE to earned premiums; and

• Expected claim reporting and payout patterns based on our own loss experience and supplemented with insurance industry data where applicable.

The principal standard actuarial methods used by our actuaries for their comprehensive reviews include:

• Loss ratio method—This method uses loss and LAE ratios for prior accident years, adjusted for current trends, to determine an appropriate expected loss and LAE ratio for a given accident year;

• Loss development methods—Loss development methods assume that the losses and LAE yet to emerge for an accident year are proportional to the paid or reported loss and LAE amounts observed to‑date. The paid loss development method uses losses and LAE paid to date, while the reported loss development method uses losses and LAE reported to date;

• Bornheutter‑Ferguson method—This method is a combination of the loss ratio and loss development methods, where the loss development factor is given more weight as an accident year matures; and

• Frequency/severity method—This method projects claim counts and average cost per claim on a paid or reported basis for high frequency, low severity products.

Our actuaries give different weights to each of these methods based upon the amount of historical experience data by line of business and by accident year, and based on judgment as to what method is believed to result in the most accurate estimate. The application of each method by line of business and by accident year may change in the future if it is determined that a different emphasis for each method would result in more accurate estimates.

Our actuaries also analyze several diagnostic measures by line of business and accident year, including but not limited to: reported and closed frequency and severity, claim reporting and claim closing patterns, paid and incurred loss ratio development, and ratios of paid loss and LAE to incurred loss and LAE. After the actuarial methods and diagnostic measures have been performed and analyzed, our actuaries use their judgment and expertise to select an estimated ultimate loss and LAE by line of business and by accident year.

Our actuaries estimate an IBNR reserve for our unallocated LAE not specifically identified to a particular claim, namely our internal claims department salaries and associated general overhead and administrative expenses associated with the adjustment and processing of claims. These estimates, which are referred to as unallocated loss adjustment expense ("ULAE") reserves, are based on internal cost studies and analyses reflecting the relationship of ULAE paid to actual paid and incurred losses. We select factors that are applied to case reserves and IBNR reserve estimates in order to estimate the amount of ULAE reserves applicable to estimated loss reserves at the balance sheet date.

We allocate the applicable portion of our estimated loss and LAE reserves to amounts recoverable from reinsurers under reinsurance contracts and report those amounts separately from our loss and LAE reserves as an asset on our balance sheet.

The estimation of ultimate liability for losses and LAE is a complex, imprecise and inherently uncertain process, and therefore involves a considerable degree of judgment and expertise. Our loss and LAE reserves do not represent an exact measurement of liability, but are estimates based upon various factors, including but not limited to:

• Actuarial projections of what we, at a given time, expect to be the cost of the ultimate settlement and administration of claims reflecting facts and circumstances then known;

• Estimates of future trends in claims severity and frequency;

• Assessment of asserted theories of liability; and

• Analysis of other factors, such as variables in claims handling procedures, economic factors, and judicial and legislative trends and actions.

Most or all of these factors are not directly or precisely quantifiable, particularly on a prospective basis, and are subject to a significant degree of variability over time. In addition, the establishment of loss and LAE reserves makes no provision for the broadening of coverage by legislative action or judicial interpretation or for the extraordinary future emergence of new types of losses not sufficiently represented in our historical experience or which cannot yet be quantified. As a result, an integral component of our loss and LAE reserving process is the use of informed subjective estimates and judgments about our ultimate exposure to losses and LAE. Accordingly, the ultimate liability may be more or less than the current estimate. The effects of change in the estimated loss and LAE reserves are included in the results of operations in the period in which the estimate is revised.

Our reserves consist entirely of reserves for property and liability losses, consistent with the coverages provided for in the insurance policies directly written or assumed by us under reinsurance contracts. Occasionally, several years may elapse between the occurrence of an insured loss, the reporting of the loss to us and our payment of the loss. The level of IBNR reserves in relation to total reserves depends upon the characteristics of the specific line of business, particularly related to the speed with which claims are reported and outstanding claims are paid. Lines of business for which claims are reported slowly will have a higher percentage of IBNR reserves than lines of business that report and settle claims more quickly.

The following table shows the ratio of IBNR reserves to total reserves net of reinsurance recoverables as of December 31, 2016 (dollars in thousands):



Line of Business	Case Reserves		IBNR Reserves		Total Reserves		Ratio of IBNR to Total Reserves

Commercial Lines	$	24,345	$	22,572	$	46,917	48.1	%
Personal Lines	$	5,518	$	2,216	$	7,734	28.7	%
Total Lines	$	29,863	$	24,788	$	54,651	45.4	%

Although we believe that our reserve estimates are reasonable, it is possible that our actual loss and LAE experience may not conform to our assumptions and may, in fact, vary significantly from our assumptions. Accordingly, the ultimate settlement of losses and the related LAE may vary significantly from the estimates included in our financial statements. We continually review our estimates and adjust them as we believe appropriate as our experience develops or new information becomes known to us. Such adjustments are included in current operations.

Our loss and LAE reserves do not represent an exact measurement of liability, but are estimates. The most significant assumptions affecting our IBNR reserve estimates are the loss development factors applied to paid losses and case reserves to develop IBNR by line of business and accident year. Although historical loss development provides us with an indication of future loss development, it typically varies from year to year. Thus, for each accident year within each line of business we select one loss development factor out of a range of historical factors.

We generated a sensitivity analysis of our net reserves which represents reasonably likely levels of variability in our selected loss development factors. We believe the most meaningful approach to the sensitivity analysis is to vary the loss development factors that drive the ultimate loss and LAE estimates. We applied this approach on an accident year basis, reflecting the reasonably likely differences in variability by level of maturity of the underlying loss experience for each accident year. Generally, the most recent accident years are characterized by more unreported losses and less information available for settling claims, and have more inherent uncertainty than the reserve estimates for more mature accident years. Therefore, we used variability factors of plus or minus 10% for the most recent accident year, 5% for the preceding accident year, and 2.5% for the second preceding accident year. There is minimal expected variability for accident years at four or more years’ maturity.

The following table displays ultimate net loss and LAE and net loss and LAE reserves by accident year for the year ended December 31, 2016 . We applied the sensitivity factors to each accident year amount and have calculated the amount of potential net loss and LAE reserve change and the impact on 2016 reported pre-tax income and on net income and shareholders’ equity at December 31, 2016 . We believe it is not appropriate to sum the illustrated amounts as it is not reasonably likely that each accident year’s reserve estimate assumptions will vary simultaneously in the same direction to the full extent of the sensitivity factor. We also believe that such changes to our reserve balance would not have a material impact on our operating results, financial position, or liquidity. The net income and shareholders' equity amounts include an income tax rate assumption of 34%. The dollar amounts in the table are in thousands.



	Ultimate Loss and LAE Sensitivity Factor		December 31, 2016 Ultimate Loss and LAE		December 31, 2016 Loss and LAE Reserves		Potential Impact on 2016 Pre- Tax Income			Potential Impact on 2016 Net Income and December 31, 2016 Shareholders' Equity

Increased Ultimate Losses & LAE
Accident Year 2016	10.0	%	$	48,358	$	27,954	$	4,836		$	3,192
Accident Year 2015	5.0	%	43,007		10,826		2,150			1,419
Accident Year 2014	2.5	%	43,156		5,896		1,079			712
All Prior Accident Years	—	%	—		3,318		—			—

Decreased Ultimate Losses & LAE
Accident Year 2016	(10.0	)%	48,358		27,954		(4,836		)	(3,192		)
Accident Year 2015	(5.0	)%	43,007		10,826		(2,150		)	(1,419		)
Accident Year 2014	(2.5	)%	43,156		5,896		(1,079		)	(712		)
All Prior Accident Years	—	%	—		3,318		—			—

Investment Valuation and Impairment

We carry fixed maturity and equity securities classified as available‑for‑sale at fair value, and unrealized gains and losses on such securities, net of any deferred taxes, are reported as a separate component of accumulated other comprehensive income. We do not have any securities classified as trading or held‑to‑maturity.

We evaluate our available‑for‑sale investments regularly to determine whether there have been declines in value that are other‑than‑temporary. Our outside investment managers assist us in this evaluation. When we determine that a security has experienced an other‑than‑temporary impairment, the impairment loss is recognized as a realized investment loss.

We consider a number of factors in assessing whether an impairment is other‑than‑temporary, including (1) the amount and percentage that current fair value is below cost or amortized cost, (2) the length of time that the fair value has been below cost or amortized cost and (3) recent corporate developments or other factors that may impact an issuer’s near term prospects. In addition, for fixed maturity securities, we also consider the credit quality ratings for the securities, with a special emphasis on securities downgraded to below investment grade. We also consider our intent to sell available‑for‑sale fixed maturity securities in an unrealized loss position, and if it is more likely than not that we will be required to sell these securities before a recovery in fair value to their cost or amortized cost basis. For equity securities, we evaluate the near‑term prospect of these investments in relation to the severity and duration of the impairment, and we consider our ability and intent to hold these investments until they recover their fair value.

Fair values are measured in accordance with ASC 820, Fair Value Measurements . The guidance establishes a framework for measuring fair value and a three‑level hierarchy based upon the quality of inputs used to measure fair value. The three levels of the fair value hierarchy are: (1) Level 1: inputs are based on quoted prices (unadjusted) in active markets for identical assets or liabilities, (2) Level 2: inputs are other than quoted prices that are observable for the asset or liabilities, either directly or indirectly, for substantially the full term of the asset or liability and (3) 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.

The fair values of fixed maturity securities and equity securities have been determined using fair value prices provided by our investment managers, who utilize internationally recognized independent pricing services. The prices provided by the independent pricing services are generally based on observable market data in active markets (e.g., broker quotes and prices observed for comparable securities).

The values for publicly‑traded equity securities are generally based on Level 1 inputs which use the market approach valuation technique. The values for fixed maturity securities generally incorporate significant Level 2 inputs. The carrying value of cash and short‑term investments approximate their fair values due to their short‑term maturity.

We review fair value prices provided by our outside investment managers for reasonableness by comparing the fair values provided by the managers to those provided by our investment custodian. We also review and monitor changes in unrealized gains and losses. We obtain an understanding of the methods, models and inputs used by our investment managers and independent pricing services, and controls are in place to validate that prices provided represent fair values. Our control process includes initial and ongoing evaluation of the methodologies used, a review of specific securities and an assessment for proper classification within the fair value hierarchy.

Income Taxes

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We are subject to income taxes in the United States and numerous state jurisdictions. Significant judgment is required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax‑planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income or loss.

As of December 31, 2016 , we have federal and state income tax net operating loss (“NOL”) carryforwards of $22.8 million and $8.7 million , respectively, which will expire at various dates from 2019 through 2036. Of the federal NOL amount, $15.1 million are subject to limitations under Section 382 of the Internal Revenue Code. These net NOL carryforwards are limited in the amount that can be utilized in any one year and may expire before they are realized. At this time we do not expect that any of the remaining NOL carryforwards will expire before utilized.

The carrying value of our gross deferred tax asset for the NOL carryforwards is equal to the total NOL carryforward amount times the applicable federal and state tax rates, and was $8.0 million and $6.1 million as of December 31, 2016 and 2015 , respectively. Total gross deferred tax assets were $13.0 million and $9.8 million as of December 31, 2016 and 2015 . A valuation allowance of $8.4 million and $5.2 million has been recorded against the gross deferred tax assets as of December 31, 2016 and 2015 , respectively, as the Company has recognized a three year cumulative loss as of December 31, 2016 which is significant negative evidence to support the lack of recoverability of those deferred tax assets in accordance with ASC 740, Income Taxes . The net deferred tax liability was $179 thousand and $325 thousand as of December 31, 2016 and 2015 , respectively.

If, in the future, we determine we can support the recoverability of a portion or all of the deferred tax assets under the guidance, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets will be accounted for as a reduction of income tax expense and result in an increase in equity. Changes in tax laws and rates may affect recorded deferred tax assets and liabilities and our effective tax rate in the future.

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 and other gains (losses), net of tax, and the tax effect of changes in unrealized gains to the extent included in net income. 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 to adjusted operating income (dollars in thousands), as well as net income per share to adjusted operating income per share:



	For the Years Ended December 31,
	2016			2015			2014

Net (loss) allocable to common shareholders	$	(8,437	)	$	(476	)	(7,200		)
Net realized investment gains and other gains (losses)	1,112			389			417
Adjusted operating (loss) allocable to common shareholders	$	(9,549	)	$	(865	)	$	(7,617	)

Weighted average common shares, diluted	7,618,588			5,369,960			2,672,440

Diluted (loss) per common share:
Net (loss) per share	$	(1.11	)	$	(0.09	)	$	(2.69	)
Net realized investment gains and other gains (losses) per share	0.15			0.07			0.16
Adjusted operating (loss) per share	$	(1.26	)	$	(0.16	)	$	(2.85	)

We use adjusted operating income and adjusted operating income per share, in conjunction with other financial measures, to assess our performance and to evaluate the results of our business. We believe these measures provide investors with valuable information relating to our ongoing performance that may be obscured by the effect of investment gains and losses as a result of our market risk sensitive instruments, which primarily relate to fixed income securities that are available for sale and not held for trading purposes. Realized investment 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 loss or profitability 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.

Executive Overview

The Company reported a net loss of $8.4 million for the year ended December 31, 2016 , compared to a net loss of $17,000 for the year ended December 31, 2015 . Net loss allocable to common shareholders was $8.4 million or $1.11 per share for the year ended December 31, 2016 , compared to a net loss of $476,000 or $0.09 per share for the same period in 2015 .

Adjusted operating loss, a non-GAAP measure, allocable to common shareholders was $9.5 million or $1.26 per share for the year ended December 31, 2016 , compared to an adjusted operating loss allocable to common shareholders of $865,000 or $0.16 per share for the year ended December 31, 2015 .

Our combined ratio increased 10.1 percentage points for the year ended December 31, 2016 to 112.2% , compared to 102.1% for the same period in 2015 .

The increase was largely attributable to an 8.2 percentage point increase in the loss ratio in 2016 , compared to 2015 attributable to higher than expected losses in Florida homeowners, commercial auto, commercial liability products and the personal auto run-off. Our expense ratio increased by 1.9 percentage points for the year ended December 31, 2016 , as compared to the same period in 2015 . The increase in the expense ratio was primarily due to increased policy acquisition costs as ceding commissions from a quota share agreement reduced commission expense in the first seven months of 2015. This increase was partially offset by improved operating expense ratios as we gained efficiencies from an improved earned premium base.

Our results for the year ended December 31, 2016 also reflect the continued expansion of our commercial lines and repositioning of our personal lines. Our commercial lines gross written premiums grew by 29.4% for the year ended December 31, 2016 , as compared to the same period in 2015 . Gross written premiums in our personal lines grew by 4.4% for the year ended December 31, 2016 , compared to the same period in 2015 .

Results of Operations - 2016 Compared to 2015

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

Summary Operating Results



	Years Ended December 31,
	2016			2015			$ Change			% Change

Gross written premiums	$	114,923		$	93,750		$	21,173		22.6	%
Net written premiums	$	99,929		$	79,674		$	20,255		25.4	%
Net earned premiums	$	89,627		$	66,765		$	22,862		34.2	%
Other income	1,118			1,667			(549		)	(32.9	%)
Losses and loss adjustment expenses, net	59,003			38,882			20,121			51.7	%
Policy acquisition costs	25,280			16,183			9,097			56.2	%
Operating expenses	17,596			14,806			2,790			18.8	%
Underwriting gain (loss)	(11,134		)	(1,439		)	(9,695		)	*
Net investment income	2,173			1,902			271			14.2	%
Net realized investment gains	1,365			285			1,080			378.9	%
Other gains (losses)	(400		)	104			(504		)	*
Interest expense	647			769			(122		)	(15.9	%)
Income (loss) before income taxes	(8,643		)	83			(8,726		)	*
Income tax expense (benefit)	(77		)	48			(125		)	*
Equity earnings (losses) in affiliates, net of tax	129			(52		)	181			*
Net income (loss)	$	(8,437	)	$	(17	)	$	(8,420	)	*

Underwriting Ratios:
Loss ratio	65.0		%	56.8		%
Expense ratio	47.2		%	45.3		%
Combined ratio	112.2		%	102.1		%

* Percentage change is not meaningful

Premiums

Earned premiums are earned ratably over the term of the policy, whereas written premiums are reflected on the effective date of the policy. All commercial lines and homeowners products have annual policies, under which premiums are earned evenly over one year. Almost all personal automobile policies are six month term policies under which premiums are earned evenly over a six-month period. The resulting net earned premiums are impacted by the gross and ceded written premiums, earned ratably over time.

Our premiums are presented below for the years ended December 31, 2016 and 2015 (dollars in thousands):

Summary of Premium Revenue



	Years Ended December 31,
	2016		2015		$ Change			% Change

Gross written premiums
Commercial lines	$	88,242	$	68,197	$	20,045		29.4	%
Personal lines	26,681		25,553		1,128			4.4	%
Total	$	114,923	$	93,750	$	21,173		22.6	%

Net written premiums
Commercial lines	$	78,439	$	58,157	$	20,282		34.9	%
Personal lines	21,490		21,517		(27		)	(0.1	%)
Total	$	99,929	$	79,674	$	20,255		25.4	%

Net Earned premiums
Commercial lines	$	68,921	$	48,586	$	20,335		41.9	%
Personal lines	20,706		18,179		2,527			13.9	%
Total	$	89,627	$	66,765	$	22,862		34.2	%

Gross written premiums increased $21.2 million , or 22.6% , to $114.9 million for the year ended December 31, 2016 , as compared to $93.8 million for the same period in 2015 . The increase was driven by continued growth in our commercial lines. These results reflect our continued execution of our growth initiatives in the niche commercial insurance markets and our strategic change in the mix of business of our personal lines.

Commercial lines gross written premiums increased $20.0 million , or 29.4% , to $88.2 million for the year ended December 31, 2016 , as compared to $68.2 million for the year ended December 31, 2015 . This increase was primarily driven by expansion in the hospitality and security services product lines.

Personal lines gross written premiums increased $1.1 million , or 4.4% , to $26.7 million for the year ended December 31, 2016 , as compared to $25.6 million for the same period in 2015 . This was largely driven by favorable growth of 38% in the Company’s low-value dwelling product line, partially offset by reduction in gross written premiums in the Florida homeowners business as well as the personal automobile business which is in runoff.

Net written premiums increased $20.3 million , or 25.4% , to $99.9 million for the year ended December 31, 2016 , as compared to $79.7 million for the year ended December 31, 2015 . This result is consistent with the 22.6% increase in gross written premiums.

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 or policy issuance costs. Commission income is also received by the Company’s insurance agencies for writing policies for third party insurance companies. Other income for the year December 31, 2016 decreased $549,000 , or 32.9% , to $1.1 million as compared to $1.7 million for the year ended December 31, 2015 . The decrease was primarily due to the deconsolidation of the Affiliate at September 30, 2015. Prior to the deconsolidation their income was recorded as other income, since then their net profit or loss has been recorded as equity earnings.

Losses and Loss Adjustment Expenses

The tables below detail our losses and LAE and loss ratios for the years ended December 31, 2016 and 2015 (dollars in thousands).



Year Ended December 31, 2016	Commercial Lines			Personal Lines			Total

Accident year net losses and LAE	$	35,652		$	13,130		$	48,782
Net (favorable) adverse development	6,789			3,432			10,221
Calendar year net loss and LAE	$	42,441		$	16,562		$	59,003

Accident year loss ratio	51.4		%	61.8		%	53.7		%
Net (favorable) adverse development	9.8		%	16.1		%	11.3		%
Calendar year loss ratio	61.2		%	77.9		%	65.0		%



Year Ended December 31, 2015	Commercial Lines			Personal Lines			Total

Accident year net losses and LAE	$	25,365		$	12,057		$	37,422
Net (favorable) adverse development	365			1,095			1,460
Calendar year net loss and LAE	$	25,730		$	13,152		$	38,882

Accident year loss ratio	51.1		%	64.6		%	54.7		%
Net (favorable) adverse development	0.7		%	5.9		%	2.1		%
Calendar year loss ratio	51.8		%	70.5		%	56.8		%

Net losses and LAE increased by $20.1 million , or 51.7% , fo r the year ended December 31, 2016 , as compared to the same period in 2015 . The increase was primarily due to a 34.2% increase in net earned premiums and $10.2 million of unfavorable reserve development from prior years. The calendar year loss ratios were 65.0% and 56.8% for the years ended December 31, 2016 and 2015 , respectively. The 8.2 percentage point increase in our loss ratio was primarily attributable to the reserve strengthening in our Florida homeowners, commercial automobile and commercial liability lines of business.

Overall reserve development on prior accident years for the year ended December 31, 2016 was unfavorable by $10.2 million , or 11.3 percentage points of the loss ratio. Fo r the year ended December 31, 2016 , this was made up of $2.7 million of adverse development in both the wind-exposed homeowners and commercial auto lines of business as well as $2.6 million and $760,000 of adverse development in the hospitality line of business and personal auto lines of business, respectively.

Total reserve development on prior accident years for the year ended December 31, 2015 was unfavorable by $1.5 million, or 2.1 percentage points of the loss ratio . For the year ended December 31, 2015, there was $1.2 million and $835,000 of unfavorable reserve development in the personal automobile and commercial automobile lines, respectively. This unfavorable development was partially offset by $320,000, $189,000, and $101,000 of favorable reserve development in the workers' compensation line, the low-value dwelling lines and the other liability line, respectively.

Expense Ratio

Our expense ratio is calculated by dividing the sum of policy acquisition costs and operating expenses by the sum of net earned premiums and other income. We use the expense ratio to evaluate the operating efficiency of our consolidated operations and each segment. Costs that are not readily identifiable as a direct cost of a segment or product line remain in Corporate and Other for segment reporting purposes.

The table below provides the expense ratio by major component:



	Years Ended December 31,
	2016		2015

Commercial Lines
Policy acquisition costs	26.8	%	24.0	%
Operating expenses	9.7	%	10.0	%
Total	36.5	%	34.0	%

Personal Lines
Policy acquisition costs	31.6	%	22.7	%
Operating expenses	13.7	%	17.7	%
Total	45.3	%	40.4	%

Corporate and Other
Operating expenses	8.7	%	9.5	%
Total	8.7	%	9.5	%

Consolidated
Policy acquisition costs	27.8	%	23.7	%
Operating expenses	19.4	%	21.6	%
Total	47.2	%	45.3	%

Our expense ratio increased by 1.9 percentage points for the year ended December 31, 2016 , as compared to the same period in 2015 . The increase in the ratio was primarily due to increased policy acquisition costs as ceding commissions from a quota share agreement reduced commission expense in the first seven months of 2015. This increase was partially offset by improved operating expense ratios as we gained efficiencies from an improved earned premium base.

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 increased to 27.8% for the year ended December 31, 2016 , compared to 23.7% in 2015 , primarily due to the termination of a quota share reinsurance agreement in August 2015, which had previously reduced commission expense from ceding commission received from the reinsurer. The Company's direct commission expense rate was consistent between 2015 and 2016 .

Underwriting 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 years ended December 31, 2016 and 2015 (dollars in thousands):

Underwriting Gain (Loss)



	Years Ended December 31,
	2016			2015			$ Change			% Change


Commercial Lines	$	1,531		$	7,035		$	(5,504	)	(78.2	)%
Personal Lines	(4,929		)	(2,035		)	(2,894		)	142.2	%
Corporate and Other	(7,736		)	(6,439		)	(1,297		)	20.1	%
Total	$	(11,134	)	$	(1,439	)	$	(9,695	)	*

* Percentage change is not meaningful

Investment Income

Net investment income increased by $271,000 , or 14.2% , to $2.2 million for the year ended December 31, 2016 , as compared to $1.9 million for the year ended December 31, 2015 . This increase was the result of growth of the investment portfolio and a change in the mix of investments. Average invested assets as of December 31, 2016 were $123.1 million as compared to $111.5 million at December 31, 2015 , an increase of $11.6 million , or 10.4% . As of December 31, 2016 , the average invested asset balance was comprised of 89.4% fixed matur ities, 3.6% equity securities and 7.0% short-term investments, compared to the December 31, 2015 mix of 85.8% fixed maturities, 3.8% equity securities and 10.4% short term investments.

The portfolio’s average quality was AA at December 31, 2016 and 2015 . The portfolio produced a tax equivalent book yield of 2.2 % and 2.1% for the years ended December 31, 2016 and 2015 , respectively. The average duration of the fixed maturity portfolio was 3.2 years and 3.1 y ears at December 31, 2016 and 2015 .

Interest Expense

Interest expense was $647,000 and $769,000 for the years ended December 31, 2016 and 2015 , respectively. Interest expense decreased primarily due to the decrease in outstanding borrowings in 2016 until the fourth quarter when the company drew $4.0 million on the Revolver. Prior to fourth quarter the borrowings were lower because the previously outstanding borrowings under the Revolver were repaid from the proceeds received from the Company’s IPO, in August 2015.

Income Tax Expense

For the year ended December 31, 2016 , the Company had $0 of current federal income tax expense due to current year losses, which can provide no benefit, and $70,000 of state income tax expense. The Company also had a deferred tax benefit of $147,000 related to a $400,000 write-off of intangible assets resulting from the merger of ACIC into WPIC in 2016 . For the year ended December 31, 2015, the Company had $0 of federal income tax expense and $48,000 of state income tax expense.

The Company has established an $8.4 million valuation allowance against 100% of the net deferred tax assets for 2016 , which would increase book value per share by $1.10 if reversed in the future, based on current income tax rates. The valuation allowance was $5.2 million for 2015 . As of December 31, 2016 , the Company has net operating loss carryforwards for federal income tax purposes of $22.8 million , which expire in tax years 2019 through 2036. Of this amount, $15.1 million are limited in the amount that can be utilized in any one year and may expire before they are realized under Section 382 of the Internal Revenue Code. The Company has state net operating loss carryforwards of $8.7 million , which expire in tax years 2030 through 2036.

Results of Operations - 2015 Compared to 2014

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

Summary Operating Results



	Years Ended December 31,
	2015			2014			$ Change			% Change

Gross written premiums	$	93,750		$	83,847		$	9,903		11.8	%
Net written premiums	$	79,674		$	66,299		$	13,375		20.2	%
Net earned premiums	$	66,765		$	57,528		$	9,237		16.1	%
Other income	1,667			1,809			(142		)	(7.8	%)
Losses and loss adjustment expenses, net	38,882			40,730			(1,848		)	(4.5	%)
Policy acquisition costs	16,183			14,696			1,487			10.1	%
Operating expenses	14,806			12,139			2,667			22.0	%
Underwriting gain (loss)	(1,439		)	(8,228		)	6,789			*
Net investment income	1,902			1,175			727			61.9	%
Net realized investment gains	285			417			(132		)	(31.7	%)
Other gains	104			—			104			*
Interest expense	769			584			185			31.7	%
Income (loss) before income taxes	83			(7,220		)	7,303			*
Income tax expense (benefit)	48			(281		)	329			*
Equity earnings (losses) in affiliates, net of tax	(52		)	—			(52		)	*
Net income (loss)	$	(17	)	$	(6,939	)	$	6,922		*

Underwriting Ratios:
Loss ratio	56.8		%	68.6		%
Expense ratio	45.3		%	45.2		%
Combined ratio	102.1		%	113.8		%

* Percentage change is not meaningful

Premiums

Our premiums are presented below for the years ended December 31, 2015 and 2014 (dollars in thousands):

Summary of Premium Revenue



	Years Ended December 31,
	2015		2014		$ Change			% Change

Gross written premiums
Commercial lines	$	68,197	$	55,056	$	13,141		23.9	%
Personal lines	25,553		28,791		(3,238		)	(11.2	%)
Total	$	93,750	$	83,847	$	9,903		11.8	%

Net written premiums
Commercial lines	$	58,157	$	40,958	$	17,199		42.0	%
Personal lines	21,517		25,341		(3,824		)	(15.1	%)
Total	$	79,674	$	66,299	$	13,375		20.2	%

Net Earned premiums
Commercial lines	$	48,586	$	35,749	$	12,837		35.9	%
Personal lines	18,179		21,779		(3,600		)	(16.5	%)
Total	$	66,765	$	57,528	$	9,237		16.1	%

Gross written premiums increased $9.9 million , or 11.8% , to $93.8 million for the year ended December 31, 2015 , as compared to $83.8 million for the same period in 2014 . The increase was driven by continued growth in our commercial lines, offset by the run-off personal automobile line. These results reflect our continued execution of our growth initiatives in the niche commercial insurance markets and our strategic change in the mix of business of our personal lines.

Commercial lines gross written premiums increased $13.1 million , or 23.9% , to $68.2 million for the year ended December 31, 2015 , as compared to $55.1 million for the year ended December 31, 2014 . This increase was primarily driven by the commercial multi-peril and other liability lines, which together grew by 22.1% year over year, largely due to expansion in the hospitality and security services product lines.

Personal lines gross written premiums decreased $3.2 million , or 11.2% , to $25.6 million for the year ended December 31, 2015 , as compared to $28.8 million for the same period in 2014 . The premium decline was driven by the run-off of our personal automobile line in 2015 , which saw a $7.3 million decline in premiums, year over year, for 2015 . Partially offsetting the lower personal automobile premiums was a $4.1 million increase in premiums for our homeowners line of business. Homeowner premiums grew as a result of strategic underwriting and marketing changes to these lines implemented in late 2014. These changes favorably impacted our personal lines mix of business and drove a 40% increase in premiums in our more profitable wind-exposed business.

Net written premiums increased $13.4 million , or 20.2% , to $79.7 million for the year ended December 31, 2015 , as compared to $66.3 million for the year ended December 31, 2014 . Of this increase, $7.3 million is due to the termination of a quota share reinsurance agreement which occurred on August 1, 2015. The quota share arrangement was terminated as management determined the Company no longer needed the leverage support of this reinsurance arrangement due to the added capital raised from the IPO. Excluding the impact of the quota share reinsurance agreement, the net written premiums for the year ended December 31, 2015 increased $6.1 million compared to the same period in 2014 .

Other Income

Losses and Loss Adjustment Expenses

The tables below detail our losses and LAE and loss ratios for the years ended December 31, 2015 and 2014 (dollars in thousands).



Year Ended December 31, 2015	Commercial Lines			Personal Lines			Total

Accident year net losses and LAE	25,366			12,058			$	37,424
Net (favorable) adverse development	364			1,094			$	1,458
Calendar year net loss and LAE	$	25,730		$	13,152		$	38,882

Accident year loss ratio	51.1		%	64.6		%	54.7		%
Net (favorable) adverse development	0.7		%	5.9		%	2.1		%
Calendar year loss ratio	51.8		%	70.5		%	56.8		%



Year Ended December 31, 2014	Commercial Lines			Personal Lines			Total

Accident year net losses and LAE	$	21,803		$	20,120		$	41,923
Net (favorable) adverse development	(1,182		)	(11		)	(1,193		)
Calendar year net loss and LAE	$	20,621		$	20,109		$	40,730

Accident year loss ratio	59.5		%	88.7		%	70.7		%
Net (favorable) adverse development	(3.3		%)	0.0		%	(2.1		%)
Calendar year loss ratio	56.2		%	88.7		%	68.6		%

Net losses and LAE decreased by $1.8 million , or 4.5% , fo r the year ended December 31, 2015 , as compared to the same period in 2014 . The decrease in our net losses and LAE was attributable to a number of factors, including a significant reduction in weather-related property losses which were historically high in 2014, a decrease in losses in low-value dwelling resulting from our underwriting changes in late 2014, and an increase in ceded losses under the quota share reinsurance agreement. Partially offsetting these items were increases to net losses and LAE due to increases in the overall growth of our business as well as the strengthening of our commercial automobile reserves and losses in our run-off personal automobile line of business.

The calendar year loss ratios were 56.8% and 68.6% for the years ended December 31, 2015 and 2014 , respectively. The 11.8 percentage point decrease in the loss ratio was mainly the result of lower losses in the low-value dwelling and commercial multi-peril lines. Both lines experienced losses that were historically higher in 2014 due to weather-related property damage. In addition, the mix of business continues to evolve as our lines of business with historically lower overall loss ratios grow (such as wind-exposed homeowners, and commercial liability lines), and the historically higher loss ratio businesses decline (such as low-value dwelling in the Midwest and nonstandard automobile).

Overall reserve development on prior accident years for the year ended December 31, 2015 was unfavorable by $1.5 million , or 2.1 percentage points of the loss ratio. Fo r the year ended December 31, 2015 , there was $1.2 millio n and $835,000 of unfavorable reserve development in the personal automobile and commercial automobile lines, respectively. This unfavorable development was partially offset by $320,000, $189,000, and $101,000 of favorable reserve development in the workers' compensation line, the low-value dwelling lines and the other liability line, respectively.

Total reserve development on prior accident years for the year ended December 31, 2014 was favorable by $1.2 million, or 2.1 percentage points of the loss ratio . For the year ended December 31, 2014 , there was $702,000 and $509,000 of favorable reserve development in the commercial multi-peril and other liability lines, respectively.

Expense Ratio

The table below provides the expense ratio by major component:



	Years Ended December 31,
	2015		2014

Commercial Lines
Policy acquisition costs	24.0	%	25.1	%
Operating expenses	10.0	%	12.5	%
Total	34.0	%	37.6	%

Personal Lines
Policy acquisition costs	22.7	%	24.2	%
Operating expenses	17.7	%	10.8	%
Total	40.4	%	35.0	%

Corporate and Other
Operating expenses	9.5	%	8.6	%
Total	9.5	%	8.6	%

Consolidated
Policy acquisition costs	23.7	%	24.8	%
Operating expenses	21.6	%	20.4	%
Total	45.3	%	45.2	%

Our expense ratio remained flat for the year ended December 31, 2015 , as compared to the same period in 2014 . The expense ratio remained consistent with the prior year as we saw an increase in our expenses, and our earned premium base has not yet grown sufficiently to show a reduction in the expense ratio.

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 income was 21.6% and 20.4% for the years ended December 31, 2015 and 2014 , respectively. The 1.2 percentage point increase was due to the expansion of our underwriting operations, more specifically, the addition of our security guard team in late 2014 that began contributing premium at the beginning of 2015; the low-value dwelling team, located in the southwest United States, which was formed in early 2015 and began writing business in May 2015; and the hospitality team that joined the Company in the fourth quarter of 2015 and did not start binding policies until January 2016. For the year, expenses also increased as we added corporate staff to support the new underwriting teams and manage responsibilities associated with our recent status as a public company. The increase in the operating expenses as a percentage of net earned premiums and other income was also due to underwriting and administrative expenses related to our run-off personal automobile line (that had very little earned premium in 2015). The expenses related to the run-off business are expected to significantly decline in 2016.

Underwriting Results

Underwriting Gain (Loss)



	Years Ended December 31,
	2015			2014			$ Change			% Change

Commercial Lines	$	7,035		$	2,271		$	4,764		*
Personal Lines	$	(2,035	)	$	(5,366	)	$	3,331		*
Corporate and Other	(6,439		)	(5,133		)	(1,306		)	25.4	%
Total	$	(1,439	)	$	(8,228	)	$	6,789		*


*	Percentage change is not meaningful

Investment Income

Net investment income increased by $727,000 , or 61.9% , to $1.9 million for the year ended December 31, 2015 , as compared to $1.2 million for the year ended December 31, 2014 . This increase was the result of growth of the investment portfolio and a change in the mix of investments. Average invested assets as of December 31, 2015 were $111.5 million as compared to $81.2 million at December 31, 2014 , an increase of $30.3 million , or 37.3% . As of December 31, 2015 , the average invested asset balance was comprised of 85.8% fixed matur ities, 3.8% equity securities and 10.4% short-term investments, compared to the December 31, 2014 mix of 79.2% fixed maturities, 4.8% equity securities and 16.0% short term investments.

The portfolio’s average quality was AA at December 31, 2015 and December 31, 2014 . The portfolio produced a tax equivalent book yield of 2.1% and 1.9% for the years ended December 31, 2015 and 2014, respectively. The average duration of the fixed maturity portfolio was 3.1 y ears at December 31, 2015 and 2014 .

Interest Expense

Interest expense was $769,000 and $584,000 for the years ended December 31, 2015 and 2014 , respectively. Interest expense increased primarily due to the additional outstanding borrowings under the Revolver and 2014 Term Note. The outstanding borrowings under the Revolver were repaid from the proceeds received from the Company’s IPO, in August 2015.

Income Tax Expense

For the year ended December 31, 2015 , the Company had $0 of federal income tax expense due to a valuation allowance that offset any use of prior period net operating loss carryforwards and $48,000 of state income tax expense. The income tax benefit of $281,000 for the year ended December 31, 2014 relates to the impact of changes to net unrealized gains during the year. This tax effect was included in the change in other comprehensive income and the corresponding change to the valuation allowance was reflected in the consolidated statement of operations as a deferred tax benefit.

The Company has established a $5.2 million valuation allowance against 100% of the net deferred tax assets for 2015 and a $6.9 million valuation allowance for 2014 . As of December 31, 2015 , the Company has net operating loss carryforwards for federal income tax purposes of $17.4 million , which expire in tax years 2019 through 2035. Of this amount, $15.2 million are limited in the amount that can be utilized in any one year and may expire before they are realized under Section 382 of the Internal Revenue Code. The Company has state net operating loss carryforwards of $7.8 million , which expire in tax years 2029 through 2035.

Liquidity and Capital Resources

Sources and Uses of Funds

At December 31, 2016 , we had $23.3 million in cash and short-term investments. Our principal sources of funds, excluding capital raises, are insurance premiums, investment income, proceeds from maturity and sale 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, short-term investments and investment securities balances and the $7.0 million available under our revolving credit line, 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 holding company for management, administrative, and information technology services provided to the Insurance Company Subsidiaries by the holding company. Secondarily, the holding company may receive dividends from the Insurance Company Subsidiaries; however, this is not the primary means in which the holding company supports its funding as state insurance laws restrict the ability of our Insurance Company Subsidiaries to declare dividends to the holding company under certain circumstances. Generally, the limitations are based on the greater of statutory net income for the preceding year or 10% of statutory surplus at the end of the preceding year. There were $5.5 million , $3.1 million and $500,000 of dividends paid from our Insurance Company Subsidiaries to the holding company during the years ended December 31, 2016 , 2015 and 2014 , respectively.

We contributed $2.1 million to our Insurance Company Subsidiaries in 2016 to increase their statutory surplus levels. We believe that the current statutory surplus levels and the funds available at the holding company level will provide the necessary statutory capital to support our premium volume growth over the next two years.

On August 18, 2015, the Company completed its IPO in which it issued and sold 3,300,000 shares of common stock at an IPO of $10.50 per share. The Company received net proceeds of $30.4 million after deducting underwriting discounts and commissions of $2.4 million and other offering expenses of $1.8 million .

Cash Flows

Operating Activities . Cash provided by operating activities for the year ended December 31, 2016 , was $6.2 million as compared to cash used in operating activities of $3.1 million for the year ended December 31, 2015 . The increase in cash provided by operations was attributable to the overall growth of the business.

Cash used in operating activities for the year ended December 31, 2015 was $3.1 million as compared to cash provided by operating activities of $6.3 million for December 31, 2014 . $7.3 million of the change in cash from operating activities in 2015 from 2014 was primarily attributable to the change in the ceded unearned premium related to the quota share arrangement which was adopted December 31, 2014 and dissolved August 1, 2015.

Investing Activities. Cash used in investing activities for the year ended December 31, 2016 , was $10.8 million as compared to $15.3 million for the same period in 2015 . The fluctuation in the funds used in routine investing activities was due to the timing of standard purchases and sales to fund our insurance operations.

Net cash used in investing activities for the year ended December 31, 2015 was $15.3 million and was primarily attributable to net investments into fixed maturity securities of $23.9 million, offset by the sale of short term investments of $10.3 million.

Net cash used in investing activities for the year ended December 31, 2014 was $47.7 million and was primarily attributable to net investments into fixed maturity securities of $38.3 million and short term investments of $7.5 million.

Financing Activities . Cash provided by financing activities for the year ended December 31, 2016 , was $4.4 million as compared to $12.6 million for the same period in 2015 . The higher cash provided by financing activities in 2015 was from the proceeds of the initial public offering, partially offset by the repayment of the line of credit.

During the year ended December 31, 2015, we received net funds of $30.4 million from our IPO, received proceeds of $3.1 million for common stock issued to former holders of preferred stock. In addition, we used $6.3 million of the proceeds to repurchase outstanding shares of preferred stock and pay accrued preferred , used $17.0 million to pay off our revolving line of credit, received proceeds from our revolving line of credit of $4.4 million, and used $1.8 million for our routine payments on our term loans.

During the year ended December 31, 2014, the $48.6 million of cash provided by financing activities was primarily attributable to $28.5 million of cash raised through the issuance of common stock, $6.1 million from the issuance of preferred stock and $14.5 million of additional net senior debt borrowings.

Outstanding Debt

We are party to a $30.0 million senior credit facility (the "Credit Facility") with Comerica Bank which currently consists of the 2014 Term Note of $7.5 million, the Term Note of $5.0 million and the Revolver with an available $17.5 million. The Revolver was renewed on November 30, 2016 and the maturity date extended to August 1, 2018. Our total outstanding senior debt at December 31, 2016, was $17.8 million . Our minimum principal and interest payments on our senior debt for future years is $3.3 million for 2017, and $15.7 million for 2018-2019.

The Credit Facility contains various restrictive covenants that relate to the Company’s shareholders’ equity, premiums‑to‑capital and surplus ratios, fixed‑charge coverage ratio, risk‑based capital ratios, and A.M. Best ratings of its Insurance Company Subsidiaries. At December 31, 2016, the Company was in compliance with all of its Credit Facility covenants except for a minimum tangible net worth (as defined by the agreement) requirement to remain above $65.0 million. The Company’s tangible net worth was $64.1 million at December 31, 2016. The Company received a waiver on March 13, 2017 for this covenant breach as of December 31, 2016, and the agreement was amended to reduce the minimum requirement to $62.0 million from March 31, 2017 to December 30, 2017 and $64.0 million from December 31, 2017 and thereafter, which management expects the Company will exceed in future periods.

Contractual Obligations and Commitments

The following table is a summary of our contractual obligations and commitments as of December 31, 2016 (dollars in thousands):



	Payments due by period
	Total		Less than one year		One to three years		Three to five years		More than five years

Revolver	$	10,500	$	—	$	10,500	$	—	$	—
Term Note	1,750		1,000		750		—		—
2014 Term Note	5,500		1,500		4,000		—		—
Total Debt	17,750		2,500		15,250		—		—

Interest on Revolver	870		548		322		—		—
Interest on Term Note	52		41		11		—		—
Interest on 2014 Term Note	329		172		157		—		—
Total Interest Payable	1,251		761		490		—		—

Operating Lease Obligations	5,230		929		1,467		1,267		1,567
Loss and loss adjustment expense (1)	54,651		22,407		22,232		7,443		2,569
Purchase Obligations (2)	1,710		360		720		630		—

Total	$	80,592	$	26,957	$	40,159	$	9,340	$	4,136

(1) The estimated unpaid loss and loss adjustment expense payments were made using estimates based on historical payment patterns, however, future payments may be different than historical payment patterns.

(2) Includes estimated future payments under the software license agreement relating to our policy issuance system. This agreement requires minimum monthly payments of $30,000, and is variable with premium volume. The future payment assumptions are based on the minimum monthly payments. The software license agreement expires on September 30, 2022.

Regulatory and Rating Issues

The NAIC has a RBC formula to be applied to all property and casualty insurance companies. The formula measures required capital and surplus based on an insurance company’s products and investment portfolio and is used as a tool to evaluate the capital of regulated companies. The RBC formula is used by state insurance regulators to monitor trends in statutory capital and surplus for the purpose of initiating regulatory action. In general, an insurance company must submit a calculation of its RBC formula to the insurance department of its state of domicile as of the end of the previous calendar year. These laws require increasing degrees of regulatory oversight and intervention as an insurance company’s RBC declines.

At December 31, 2016 , both of our Insurance Company Subsidiaries were in excess of any minimum threshold at which corrective action would be required.

Insurance operations are subject to various leverage tests (e.g., premium-to-statutory surplus ratios), which are evaluated by regulators and rating agencies. As of December 31, 2016 , on a trailing twelve-month statutory combined basis, the gross written and net written premium leverage ratios were 1.9 to 1.0 and 1.6 to 1.0, respectively.

The NAIC’s Insurance Regulatory Information System (“IRIS”) was developed to assist state insurance departments in executing their statutory mandates to oversee the financial condition of insurance companies operating in their respective states. IRIS identifies thirteen industry ratios and specifies “usual values” for each ratio. State insurance regulators review the IRIS ratio results to determine if an insurer is in need of further regulatory scrutiny or action. While the ratios, individually and collectively, are useful tools for identifying companies that may be experiencing financial difficulty, they are only a guide for regulators and should not be considered an absolute indicator of a Company's financial condition. While inquiries from regulators are not uncommon, our Insurance Company Subsidiaries have not experienced any regulatory actions due to their IRIS ratio results or otherwise.

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.

ITEM 7A. 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, as well as, 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 risk exposures and how those exposures are currently managed as of December 31, 2016 . 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 December 31, 2016 and 2015, the fair value of our investment portfolio, excluding cash and cash equivalents, was $128.5 million and $117.7 million , respectively. 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 fixed-income securities increases or decreases inversely with changes in market interest rates, while net investment income realized from future investments in fixed-income 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 December 31, 2016 and 2015 was 3.2 and 3.1 years, respectively.

The table below summarizes our interest rate risk. The table also illustrates the sensitivity of the fair value of fixed-income investments, classified as fixed maturity securities and short-term investments, to selected hypothetical changes in interest rates as of December 31, 2016 . The selected scenarios are not predictions of future events, but rather illustrate the effect that events may have on the fair value of the fixed-income portfolio and shareholders’ equity (dollars in thousands).



				Hypothetical Percentage Increase (Decrease) in
Hypothetical Change in Interest Rates As of December 31, 2016	Estimated Fair Value	Estimated Change in Fair Value		Fair Value		Shareholders' Equity

200 basis point increase	116,266	(7,685	)	(6.2	)%	(11.3	)%
100 basis point increase	120,109	(3,842	)	(3.1	)%	(5.7	)%
No change	123,951	—		—	%	—	%
100 basis point decrease	127,422	3,471		2.8	%	5.1	%
200 basis point decrease	129,529	5,578		4.5	%	8.2	%

Credit Risk

An additional exposure to our fixed-income 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 December 31, 2016 and 2015, the net amount due to the Company from reinsurers, including prepaid reinsurance, was $11.6 million and $10.5 million , respectively. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Refer to list of Financial Statement Schedules (including the Report of Independent Registered Public Accounting Firm referenced therein) set forth in Item 15 of this Annual Report on Form 10-K and Note 19 ~ Quarterly Financial Data (Unaudited) of the Notes to the Consolidated Financial Statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, including its Chief Executive Officer 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 December 31, 2016 . Based on such evaluations, the Chief Executive Officer 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 Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management has concluded that, as of December 31, 2016 , the Company’s internal control over financial reporting was effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There was no change in internal controls over financial reporting during the quarter ended December 31, 2016 that has materially affected, or is reasonably likely to materially effect, our internal controls over financial reporting.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting as required by Section 404(c) of the Sarbanes Oxley Act of 2002. Because we qualify as an emerging growth company under the JOBS Act, management's report was not subject to attestation by our independent registered public accounting firm.

ITEM 9B. OTHER INFORMATION

None.

PART III

Certain information required by Part III is omitted from this Report in that the Registrant will file a definitive Proxy Statement pursuant to Regulation 14A (the “Proxy Statement”) not later than 120 days after the end of the fiscal year covered by this report and certain information included therein is incorporated herein by reference. Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

ITEMS 10 to 14

Items 10 through 14 (inclusive) of this Part III are not included herein because the Company will file a definitive Proxy Statement with the SEC that will include the information required by such Items, and such information is incorporated herein by reference. The Company’s Proxy Statement will be filed with the SEC and delivered to stockholders in connection with the Annual Meeting of Shareholders to be held on May 17, 2017 and the information under the following captions is included in such incorporation by reference: “Information about the Nominees, the Incumbent Directors and Other Executive Officers,” “Corporate Governance,” “Code of Conduct,” “Report of the Audit Committee,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Compensation of Executive Officers,” “Director Compensation,” “Report of the Compensation Committee of the Board on Executive Compensation,” “Compensation Committee Interlocks and Insider Participation”, “Security Ownership of Certain Beneficial Owners and Management”, “ Certain Relationships and Related Party Transactions,” “Independence Determination,” and “The Second Proposal on Which You are Voting on Ratification of Appointment of Independent Registered Public Accounting Firm." Our Code of Business Conduct and Ethics can be found on our website www.cnfrh.com.

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Report:



		Page No.
1.	List of Financial Statements
	Report of Independent Registered Public Accounting Firm on Financial Statements	54
	Consolidated Balance Sheets – December 31, 2016 and 2015	55
	Consolidated Statements of Operations – For Years Ended December 31, 2016, 2015 and 2014	56
	Consolidated Statements of Comprehensive Income (Loss) - For Years Ended December 31, 2016, 2015 and 2014	57
	Consolidated Statement of Changes in Redeemable Preferred Stock and Shareholders’ Equity - For Years Ended December 31, 2016, 2015 and 2014	58
	Consolidated Statements of Cash Flows - For Years Ended December 31, 2016, 2015 and 2014	59
	Notes to Consolidated Financial Statements	60
2.	Financial Statement Schedules
	Schedule I – Summary of Investments Other Than Investments in Related Parties - Omitted as information is included in the consolidated financial statements or notes thereto
	Schedule II – Condensed Financial Information of Registrant	90
	Schedule III – Supplementary Insurance Information – Omitted as information is included in the consolidated financial statements or notes thereto
	Schedule IV – Reinsurance – Omitted as information is included in the consolidated financial statements or notes thereto
	Schedule V – Valuation and Qualifying Accounts	94
	Schedule VI – Supplemental Information Concerning Property and Casualty Insurance Operations – Omitted as information is included in the consolidated financial statements or notes thereto
3.	Exhibits – The Exhibits listed on the accompanying Exhibit Index immediately following the financial statement schedule are filed as part of, or incorporated by reference into, this Form 10-K	95

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Conifer Holdings, Inc.

Birmingham, Michigan

We have audited the accompanying consolidated balance sheets of Conifer Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income (loss), changes in redeemable preferred stock and shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedules listed in the Index to Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Conifer Holdings, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Detroit, Michigan

March 15, 2017

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(dollars in thousands)



	December 31,
	2016			2015
Assets
Investment securities:
Fixed maturity securities, at fair value (amortized cost of $113,915 and $107,213, respectively)	$	113,163		$	107,093
Equity securities, at fair value (cost of $4,283 and $3,341, respectively)	4,579			4,240
Short-term investments, at fair value	10,788			6,391
Total investments	128,530			117,724

Cash	12,493			12,703
Premiums and agents' balances receivable, net	24,538			18,010
Receivable from Affiliate	1,751			1,792
Reinsurance recoverables on unpaid losses	6,658			5,405
Reinsurance recoverables on paid losses	840			1,639
Ceded unearned premiums	4,120			3,483
Deferred policy acquisition costs	13,290			12,102
Other assets	11,481			5,069
Total assets	$	203,701		$	177,927

Liabilities and Shareholders' Equity
Liabilities:
Unpaid losses and loss adjustment expenses	$	54,651		$	35,422
Unearned premiums	58,126			47,916
Reinsurance premiums payable	—			1,069
Senior debt	17,750			12,750
Accounts payable and accrued expenses	4,879			2,758
Other liabilities	501			750
Total liabilities	135,907			100,665

Commitments and contingencies (note 17)	—			—

Shareholders' equity:
Common stock, no par value (100,000,000 shares authorized; 7,633,070 and 7,644,492 issued and outstanding, respectively)	80,342			80,111
Accumulated deficit	(11,468		)	(3,031		)
Accumulated other comprehensive income (loss)	(1,080		)	182
Total shareholders' equity	67,794			77,262
Total liabilities and shareholders' equity	$	203,701		$	177,927

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

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(dollars in thousands, except per share data)



	Year Ended December 31,
	2016			2015			2014
Revenue
Gross earned premiums	$	104,713		$	89,216		$	66,969
Ceded earned premiums	(15,086		)	(22,451		)	(9,441		)
Net earned premiums	89,627			66,765			57,528
Net investment income	2,173			1,902			1,175
Net realized investment gains	1,365			285			417
Other gains (losses)	(400		)	104			—
Other income	1,118			1,667			1,809
Total revenue	93,883			70,723			60,929

Expenses
Losses and loss adjustment expenses, net	59,003			38,882			40,730
Policy acquisition costs	25,280			16,183			14,696
Operating expenses	17,596			14,806			12,139
Interest expense	647			769			584
Total expenses	102,526			70,640			68,149

Income (loss) before income taxes	(8,643		)	83			(7,220		)
Income tax expense (benefit)	(77		)	48			(281		)
Equity earnings (losses) in affiliates, net of tax	129			$	(52	)	—

Net income (loss)	(8,437		)	(17		)	(6,939		)
Less net loss attributable to noncontrolling interest	—			(81		)	(4		)
Net income (loss) attributable to Conifer	$	(8,437	)	$	64		$	(6,935	)

Net income (loss) allocable to common shareholders	$	(8,437	)	$	(476	)	$	(7,200	)

Net income (loss) allocable to common shareholders per share, basic and diluted	$	(1.11	)	$	(0.09	)	$	(2.69	)

Weighted average common shares outstanding, basic and diluted	7,618,588			5,369,960			2,672,440

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

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

(dollars in thousands)



	Year Ended December 31,
	2016			2015			2014
Net income (loss)	$	(8,437	)	$	(17	)	$	(6,939	)

Other comprehensive income (loss), net of tax:
Unrealized investment gains (losses):
Unrealized investment gains (losses) during the period	(2,139		)	(274		)	1,678
Income tax expense (benefit)	—			—			571
Unrealized investment gains (losses), net of tax	(2,139		)	(274		)	1,107

Less: reclassification adjustments to:
Net realized investment gains included in net income (loss)	(877		)	702			735
Income tax expense	—			—			250
Total reclassifications included in net income (loss), net of tax	(877		)	702			485

Other comprehensive income (loss)	(1,262		)	(976		)	622

Total comprehensive income (loss)	(9,699		)	(993		)	(6,317		)
Less comprehensive income (loss) attributable to noncontrolling interest	—			(81		)	(4		)
Comprehensive income (loss) attributable to Conifer	$	(9,699	)	$	(912	)	$	(6,313	)

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

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statement of Changes in Redeemable Preferred Stock and Shareholders' Equity

(dollars in thousands)



For the Years ended December 31, 2016, 2015 and 2014
	Redeemable Preferred Stock					Preferred Stock					No Par, Common Stock					Retained Earnings (Accumulated deficit)			Accumulated Other Comprehensive Income			Total Conifer Holdings Shareholders' Equity
	Shares		Amount			Shares		Amount			Shares		Amount			Retained Earnings (Accumulated deficit)			Accumulated Other Comprehensive Income			Total Conifer Holdings Shareholders' Equity			Noncontrolling Interest			Total Equity
Balances at December 31, 2013	—		$	—		—		$	—		1,749,626		$	16,883		$	3,851		$	536		$	21,270		$	(19	)	$	21,251
Net loss	—		—			—		—			—		—			(6,935		)	—			(6,935		)	(4		)	(6,939		)
Issuance of common stock	—		—			—		—			2,163,135		28,475			—			—			28,475			—			28,475
Conversion of note payable into shares of common stock	—		—			—		—			82,252		1,000			—			—			1,000			—			1,000
Issuance of Preferred Stock, $10	—		—			66,000		660			—		—			—			—			660			—			660
Issuance of Redeemable Preferred Stock, $100	54,000		5,400																			—			—			—
Exchange of Preferred Stock for Redeemable Preferred Stock, $100	6,600		660			(66,000	)	(660		)	—		—			—			—			(660		)	—			—
Paid-in-kind dividends on redeemable Preferred Stock	—		59			—		—			—		(59		)	—			—			(59		)	—			(59		)
Cash dividends paid on Preferred Stock	—		—			—		—			—		(180		)	(11		)	—			(191		)	—			(191		)
Other comprehensive income	—		—			—		—			—		—			—			622			622			—			622
Balances at December 31, 2014	60,600		$	6,119		—		$	—		3,995,013		$	46,119		$	(3,095	)	$	1,158		$	44,182		$	(23	)	$	44,159
Net income (loss)	—		—			—		—			—		—			64						64			(81		)	(17		)
Issuance of common stock (Pre IPO)*											55,029		750									750						750
Paid-in-kind dividends	—		61			—		95			—		(156		)	—			—			(61		)	—			(61		)
Cash dividends paid on preferred stock	—		—			—		—			—		(384		)	—			—			(384		)	—			(384		)
Reclassification of redeemable preferred stock to permanent equity	(60,600	)	(6,180		)	60,600		6,180			—		—			—			—			6,180			—			6,180
Issuance of common stock (IPO)*	—		—			—		—			3,300,000		32,224			—			—			32,224			—			32,224
IPO Expenses*	—		—			—		—			—		(1,837		)	—			—			(1,837		)	—			(1,837		)
Repurchase of preferred stock	—		—			(60,600	)	(6,275		)	—		—			—			—			(6,275		)	—			(6,275		)
Issuance of common stock to former preferred stockholders	—		—			—		—			294,450		3,092			—			—			3,092			—			3,092
RSU Expense **	—		—			—		—			—		303			—			—			303						303
Deconsolidation of affiliate	—		—			—		—			—		—			—			—			—			104			104
Other comprehensive loss	—		—			—		—			—		—			—			(976		)	(976		)	—			(976		)
Balances at December 31, 2015	—		$	—		—		$	—		7,644,492		$	80,111		$	(3,031	)	$	182		$	77,262		$	—		$	77,262
Net (loss)	—		—			—		—			—		—			(8,437		)	—			(8,437		)				(8,437		)
Repurchase of common stock	—		—			—		—			(88,650	)	(625		)	—			—			(625		)	—			(625		)
RSU Expense **	—		—			—		—			77,228		856			—			—			856			—			856
Other comprehensive income	—		—			—		—			—		—			—			(1,262		)	(1,262		)	—			(1,262		)
Balances at December 31, 2016	—		$	—		—		$	—		7,633,070		$	80,342		$	(11,468	)	$	(1,080	)	$	67,794		$	—		$	67,794

* "IPO" - initial public offering

** "RSU" - restricted stock units

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

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(dollars in thousands)



	Year Ended December 31,
	2016			2015			2014
Cash Flows from Operating Activities
Net income (loss)	$	(8,437	)	$	(17	)	$	(6,939	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization of property and equipment, and intangibles	401			398			371
Amortization of bond premium and discount, net	589			629			527
Gains on investments	(1,365		)	(285		)	(417		)
Other (gains) losses	400			(104		)	—
Incentive awards expenses - RSU	856			303			—
Deferred income taxes	(147		)	—			(302		)
Other	(130		)	(53		)	14
Changes in operating assets and liabilities:
(Increase) decrease in:
Premiums and agents' balances receivable	(6,487		)	(3,765		)	(2,174		)
Reinsurance recoverables	(454		)	(1,905		)	(745		)
Ceded unearned premiums	(637		)	6,027			(8,106		)
Deferred policy acquisition costs	(1,188		)	(6,423		)	68
Other assets	(7,139		)	(904		)	(526		)
Increase (decrease) in:
Unpaid losses and loss adjustment expenses	19,229			3,891			2,623
Unearned premiums	10,210			4,535			16,876
Reinsurance premiums payable	(1,069		)	(6,000		)	6,080
Accounts payable and accrued expenses	1,635			1,015			172
Other liabilities	(101		)	(478		)	(1,217		)
Net cash (used in) provided by operating activities	6,166			(3,136		)	6,305
Cash Flows From Investing Activities
Purchase of investments:
Fixed maturity securities	(46,511		)	(33,271		)	(44,632		)
Equity securities	(3,908		)	(1,507		)	(1,392		)
Short-term investments	(116,546		)	(83,842		)	(84,369		)
Proceeds from maturities and redemptions of investments:
Fixed maturity securities	5,980			1,400			4,892
Short-term investments	7,750			—			—
Proceeds from sales of investments:
Fixed maturity securities	34,263			7,885			1,345
Equity securities	4,017			1,331			—
Short-term investments	104,399			94,200			76,900
Purchases of property and equipment	(195		)	(167		)	(444		)
Deconsolidation of affiliate	—			(1,323		)	—
Net cash used in investing activities	(10,751		)	(15,294		)	(47,700		)
Cash Flows From Financing Activities
Proceeds received from issuance of shares of common stock	—			36,066			28,475
Proceeds from issuance of shares of preferred stock	—			—			6,060
Repurchase of common stock	(625		)	—			—
Repurchase of preferred stock	—			(6,275		)	—
Borrowings under debt arrangements	7,000			4,400			18,500
Repayment of borrowings under debt arrangements	(2,000		)	(19,212		)	(4,075		)
Dividends paid to preferred shareholders	—			(384		)	(191		)
Payout of contingent consideration	—			(113		)	(182		)
Payment of offering costs	—			(1,837		)	—
Net cash provided by financing activities	4,375			12,645			48,587
Net (decrease) increase in cash	(210		)	(5,785		)	7,192
Cash at beginning of period	12,703			18,488			11,296
Cash at end of period	$	12,493		$	12,703		$	18,488
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	641		$	844		$	510
Net income taxes paid	—			—			—
Paid-in-kind dividends	—			61			59
Payable for securities - non cash item	486			20			33

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

CONIFER HOLDINGS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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"), Red Cedar Insurance Company ("RCIC"), White Pine Insurance Company ("WPIC"), and Sycamore Insurance Agency, Inc ("SIA"). 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." On December 30, 2016, the Company's wholly owned subsidiary, American Colonial Insurance Company ("ACIC") was merged into WPIC.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which differ from statutory accounting practices prescribed or permitted for insurance companies by regulatory authorities.

Business

The Company is engaged in the sale of property and casualty insurance products and has organized its principal operations into two types of insurance businesses: commercial lines and personal lines. The Company underwrites a variety of specialty insurance products, including property, general liability, commercial multi-peril, 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 (“U.S.”). The Company’s corporate headquarters are located in Birmingham, Michigan with additional office facilities in Florida, Texas, Pennsylvania and Tennessee.

The Company discontinued offering nonstandard personal automobile policies in the first half of 2015. The Company will

continue to pay claims and perform other administrative services until existing policies expire and all claims are paid (a process

referred to as “run-off”). The run-off was substantially complete at the end of 2016.

Initial Public Offering

In August 2015, the Company completed its initial public offering (“IPO”) whereby it issued and sold 3,300,000 shares of common stock, which included 100,000 shares issued and sold to the Company’s Chief Executive Officer, at a public offering price of $10.50 per share. Refer to Note 10 ~ Shareholders’ Equity for further details.

Summary of Significant Accounting Policies

Principles of Consolidation

Prior to September 30, 2015, the consolidated financial statements included the accounts of Conifer Holdings, Inc. and its wholly owned subsidiaries, as well as a 50% -owned affiliate (the “Affiliate”) which the Company controlled due to its majority representation on the entity’s board of directors. Consolidated net income or loss is allocated to the Company and noncontrolling interest in proportion to their percentage ownership interests. As of September 30, 2015, the Company no longer controlled the Affiliate but retained significant influence. As a result the entity was deconsolidated from the consolidated financial statements and recognized as an investment in an affiliate utilizing the equity method of accounting. All intercompany transactions and accounts were eliminated.

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 and Short-term Investments

Cash consists of cash deposits in banks, generally in operating accounts. Short-term investments, consisting of money-market funds, are classified as investments in the consolidated balance sheets as they relate principally to the Company’s investment activities. The Company maintains its cash deposits in major banks and invests short-term funds in institutional money-market funds and short-term financial instruments. These securities typically mature within three months or less.

Investment Securities

Investment securities, consisting of fixed maturity securities and equity securities, are classified as available for sale and reported at fair value. The Company determines the fair value using the market approach, which uses quoted prices or other relevant data based on market transactions involving identical or comparable assets. The Company purchases the available-for-sale fixed maturity securities with the expectation that they will be held to maturity, but the Company may sell them if market conditions or credit‑related risk warrant earlier sales. The Company does not have any securities classified as held to maturity or trading.

The change in unrealized gain and loss on the investment securities is recorded as a component of accumulated other comprehensive income (loss), net of the related deferred tax effect, until realized.

The fixed maturity securities portfolio includes mortgage-backed and asset-backed securities. The Company recognizes income from these securities using a constant effective yield based on anticipated prepayments and the estimated economic life of the securities. When actual prepayments differ significantly from anticipated prepayments, the estimated economic life is recalculated and the remaining unamortized premium or discount is amortized prospectively over the remaining economic life. Premiums and discounts on mortgage-backed and asset-backed securities are amortized or accreted over the life of the related available‑for‑sale security as an adjustment to yield using the effective interest method. Such amortization and accretion is included in interest income in the consolidated statements of operations. Dividend and interest income are recognized when earned.

Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis and included in earnings on the trade date.

Other-than-Temporary Impairments

The Company reviews its impaired securities for possible other-than-temporary impairment ("OTTI") at each quarter-end. A security has an impairment loss when its fair value is less than its cost or amortized cost at the balance sheet date. The Company considers the following factors in performing its review: (i) the amount by which the security’s fair value is less than its cost, (ii) length of time the security has been impaired, (iii) whether management has the intent to sell the security, (iv) if it is more likely than not that management will be required to sell the security before recovery of its amortized cost basis, (v) whether the impairment is due to an issuer‑specific event, credit issues or change in market interest rates, (vi) the security’s credit rating and any recent downgrades or (vii) stress testing of expected cash flows under different scenarios. If the Company determines that a security has experienced an OTTI, the impairment is recognized as a realized investment loss in the consolidated statements of operations.

For each impaired security, the Company determines if: (i) it does not intend to sell the security and (ii) it will more likely than not be required to sell the security before recovery of its amortized cost basis. If the Company cannot assert these conditions, an OTTI loss is recorded through the consolidated statements of operations in the current period. For all other impaired securities, except equity securities, the Company will assess whether the net present value of the cash flows expected to be collected from the security is less than its amortized cost basis. Such a shortfall in cash flows is referred to as a “credit loss.” For any such security, the Company separates the impairment loss into: (i) the credit loss and (ii) the non-credit loss, which is the amount related to all other factors such as interest rate changes, fluctuations in exchange rates and market conditions. The credit loss charge is recorded to the current period statements of operations and the non-credit loss is recorded to accumulated other comprehensive income (loss), within shareholders’ equity, on an after-tax basis. A security’s cost basis is permanently reduced by the amount of a credit loss. Income is accreted over the remaining life of a fixed maturity security based on the interest rate necessary to discount the expected future cash flows to the new basis. If the security is non-income producing, any cash proceeds is applied as a reduction of principal when received.

For equity securities, if the impairment is deemed an OTTI, the loss is recognized in the statements of operations.

Recognition of Premium Revenues

All of the property and casualty policies written by our insurance companies are considered short-duration contracts. These policies are earned on a daily pro-rata basis, net of reinsurance, over the term of the policy, which are six or twelve months in duration. The portion of premiums written that relate to the unexpired terms of policies in force are deferred and reported as unearned premium at the balance sheet date. Premiums on reinsured business are accounted for on a basis consistent with that used in accounting for the original policies issued and terms of the reinsurance contracts.

Reinsurance

Reinsurance premiums, commissions, losses and loss adjustment expenses ("LAE") on reinsured business are accounted for on a basis consistent with that used in accounting for the original policies issued and the terms of the reinsurance contracts. The amounts reported as reinsurance recoverables include amounts billed to reinsurers on losses and LAE paid as well as estimates of amounts expected to be recovered from reinsurers on insurance liabilities that have not yet been paid. Reinsurance recoverables on unpaid losses and LAE are estimated based upon assumptions consistent with those used in establishing those gross liabilities as they are applied to the underlying reinsured contracts. The Company records an allowance for uncollectible reinsurance

recoverables based on an assessment of the reinsurer’s creditworthiness and collectability of the recorded amounts. Management believes an allowance for uncollectible recoverable from its reinsurers was not necessary for the periods presented.

The Company receives ceding commissions in connection with certain ceded reinsurance. The ceding commissions are recorded as a reduction of operating expenses.

Deferred Policy Acquisition Costs

Costs incurred which are incremental and directly related to the successful acquisition of new or renewal insurance business is deferred. These deferred costs consist of commissions paid to agents, premium taxes, and underwriting costs, including compensation and payroll related benefits. Proceeds from reinsurance transactions that represent recovery of acquisition costs reduce applicable unamortized acquisition costs in such a manner that net acquisition costs are capitalized and charged to expense. Amortization of such policy acquisition costs is charged to expense in proportion to premium earned over the estimated policy term.

To the extent that unearned premiums on existing policies are not adequate to cover the sum of expected losses and LAE, unamortized acquisition costs and policy maintenance costs, unamortized deferred policy acquisition costs are charged to expense to the extent required to eliminate the premium deficiency. If the premium deficiency is greater than the unamortized policy acquisition costs, a liability is recorded for any such deficiency. The Company considers anticipated investment income in determining whether a premium deficiency exists. Management performs this evaluation at each insurance product line level.

Unpaid Losses and Loss Adjustment Expenses

The liability for unpaid losses and LAE in the consolidated balance sheets represents the Company’s estimate of the amount it expects to pay for the ultimate cost of all losses and LAE incurred that remain unpaid at the balance sheet date. The liability is recorded on an undiscounted basis, except for the liability for unpaid losses and LAE assumed related to acquired companies which are initially recorded at fair value. The process of estimating the liability for unpaid losses and LAE is a complex process that requires a high degree of judgment.

The liability for unpaid losses and LAE represent the accumulation of individual case estimates for reported losses and LAE, and actuarially determined estimates for incurred but not reported losses and LAE. The liability for unpaid losses and LAE is intended to include the ultimate net cost of all losses and LAE incurred but unpaid as of the balance sheet date. The liability is stated net of anticipated deductibles, salvage and subrogation, and gross of reinsurance ceded. The estimate of the unpaid losses and LAE liability is continually reviewed and updated. Although management believes the liability for losses and LAE is reasonable, the ultimate liability may be more or less than the current estimate.

The estimation of ultimate liability for unpaid losses and LAE is a complex, imprecise and inherently uncertain process, and therefore involves a considerable degree of judgment and expertise. The Company utilizes various actuarially‑accepted reserving methodologies in deriving the continuum of expected outcomes and ultimately determining its estimated liability amount. These methodologies utilize various inputs, including but not limited to written and earned premiums, paid and reported losses and LAE, expected initial loss and LAE ratio, which is the ratio of incurred losses and LAE to earned premiums, and expected claim reporting and payout patterns (including company-specific and industry data). The liability for unpaid loss and LAE does not represent an exact measurement of liability, but is an estimate that is not directly or precisely quantifiable, particularly on a prospective basis, and is subject to a significant degree of variability over time. In addition, the establishment of the liability for unpaid losses and LAE makes no provision for the broadening of coverage by legislative action or judicial interpretation or for the extraordinary future emergence of new types of losses not sufficiently represented in the Company’s historical experience or which cannot yet be quantified. As a result, an integral component of estimating the liability for unpaid losses and LAE is the use of informed subjective estimates and judgments about the ultimate exposure to unpaid losses and LAE. The effects of changes in the estimated liability are included in the results of operations in the period in which the estimates are revised.

The Company allocates the applicable portion of the unpaid losses and LAE to amounts recoverable from reinsurers under reinsurance contracts and reports those amounts separately as assets on the consolidated balance sheets.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred tax assets are recognized to the extent that there is sufficient positive evidence, as allowed under the Accounting Standard Codification ("ASC") 740, Income Taxes, to support the recoverability of those deferred tax assets. The Company establishes a valuation allowance to the extent that there is insufficient evidence to support the recoverability of the deferred tax

asset under ASC 740. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax‑planning strategies, and results of recent operations. If it is determined that the deferred tax assets would be realizable in the future in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

As of December 31, 2016 and 2015 , the Company did not have any unrecognized tax benefits and had no accrued interest or penalties related to uncertain tax positions.

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 or policy issuance costs. Commission income is also received by the Company’s insurance agencies for writing policies for third party insurance companies. The Company recognizes commission income on the later of the effective date of the policy, the date when the premium can be reasonably established, or the date when substantially all services related to the insurance placement have been rendered.

Operating Expenses

Operating expenses consist primarily of other underwriting, compensation and benefits, information technology, facility and other administrative expenses.

Recently Issued Accounting Guidance

In May 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-09, Disclosures about Short-Duration Contracts (Topic 944) , which enhances disclosure requirements for insurance entities with short-duration insurance contracts. The Company adopted this new guidance as of December 31, 2016, as required, and included the required disclosures in Note 5 ~ Unpaid Losses and Loss Adjustment Expenses .

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this update modify the requirements related to the measurement of certain financial instruments in the statement of financial condition and results of operation. For equity investments (other than investments accounted for using the equity method), entities must measure such instruments at fair value with changes in fair value recognized in net income. Reporting entities may continue to elect to measure equity investments which do not have a readily determinable fair value at cost with adjustments for impairment and observable changes in price. In addition, for a liability (other than a derivative liability) that an entity measures at fair value, any change in fair value related to the instrument-specific credit risk, that is the entity’s own-credit, should be presented separately in other comprehensive income and not as a component of net income. The amendments are effective for the Company on January 1, 2018, with early adoption permitted solely for the instrument-specific credit risk for liabilities measured at fair value. The amendments must be applied on a modified retrospective basis with a cumulative effect adjustment as of the beginning of the fiscal year of initial adoption. Management is currently evaluating the impact of the guidance.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which addresses the financial reporting of leasing transactions. This update will require the recognition of a right-of-use asset and a corresponding lease liability, discounted to the present value, for all leases that extend beyond 12 months. For operating leases, the asset and liability will be expensed over the lease term on a straight-line basis, with all cash flows included in the operating section of the consolidated statement of cash flows. For finance leases, interest on the lease liability will be recognized separately from the amortization of the right-of-use asset in the consolidated statement of operations and the repayment of the principal portion of the lease liability will be classified as a financing activity while the interest component will be included in the operating section of the consolidated statement of cash flows. This ASU is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Management is currently evaluating the impact of the 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, 2019. Early adoption is permitted for years beginning after December 15, 2018. Management is currently evaluating the impact of the guidance.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) , which clarifies how certain cash receipts and cash payments should be presented and classified in the statement of cash flow under Topic 230, Statement of Cash Flows . This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. Management is currently evaluating the impact of the guidance.

2. Investments

The cost or amortized cost, gross unrealized gain or loss, and estimated fair value of the investments in securities classified as available for sale at December 31, 2016 and 2015 were as follows (dollars in thousands):



	December 31, 2016
	Cost or Amortized Cost		Gross Unrealized					Estimated Fair Value
			Gains		Losses
Fixed maturity securities:
U.S. Government obligations	$	5,908	$	31	$	(36	)	$	5,903
State and local government	13,618		106		(205		)	13,519
Corporate debt	34,105		205		(254		)	34,056
Commercial mortgage and asset-backed	60,284		132		(731		)	59,685
Total fixed maturity securities available for sale	113,915		474		(1,226		)	113,163
Equity securities:
Common stocks - Public Utilities	159		25		(1		)	183
Common stocks - Banks, Trusts and Insurance Companies	681		85		(9		)	757
Common stocks - Industrial, miscellaneous and all other	3,443		256		(60		)	3,639
Total equity securities available for sale	4,283		366		(70		)	4,579
Total securities available for sale	$	118,198	$	840	$	(1,296	)	$	117,742



	December 31, 2015
	Cost or Amortized Cost		Gross Unrealized					Estimated Fair Value
			Gains		Losses
Fixed maturity securities:
U.S. Government obligations	$	5,474	$	47	$	(13	)	$	5,508
State and local government	14,391		398		(6		)	14,783
Corporate debt	39,183		84		(483		)	38,784
Commercial mortgage and asset-backed	48,165		164		(311		)	48,018
Total fixed maturity securities available for sale	107,213		693		(813		)	107,093
Equity securities:
Common stocks - Public Utilities	122		20		(1		)	141
Common stocks - Banks, Trusts and Insurance Companies	503		150		(7		)	646
Common stocks - Industrial, miscellaneous and all other	2,716		836		(99		)	3,453
Total equity securities available for sale	3,341		1,006		(107		)	4,240
Total securities available for sale	$	110,554	$	1,699	$	(920	)	$	111,333

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, as follows (dollars in thousands):



	December 31, 2016
	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
Fixed maturity securities:
U.S. Government obligations	15	$	4,539	$	(36	)	—	$	—	$	—		15	$	4,539	$	(36	)
State and local government	29	8,217		(202		)	1	104		(3		)	30	8,321		(205		)
Corporate debt	22	9,031		(239		)	7	3,369		(15		)	29	12,400		(254		)
Commercial mortgage and asset-backed	59	38,048		(722		)	5	802		(9		)	64	38,850		(731		)
Total fixed maturity securities available for sale	125	59,835		(1,199		)	13	4,275		(27		)	138	64,110		(1,226		)
Equity securities:
Common stock	76	2,472		(61		)	2	66		(9		)	78	2,538		(70		)
Total equity securities available for sale	76	2,472		(61		)	2	66		(9		)	78	2,538		(70		)
Total securities	201	$	62,307	$	(1,260	)	15	$	4,341	$	(36	)	216	$	66,648	$	(1,296	)



	December 31, 2015
	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
Fixed maturity securities:
U.S. Government obligations	7	$	2,580	$	(7	)	2	$	679	$	(6	)	9	$	3,259	$	(13	)
State and local government	8	2,688		(6		)	—	—		—			8	2,688		(6		)
Corporate debt	80	21,760		(438		)	12	3,618		(45		)	92	25,378		(483		)
Commercial mortgage and asset-backed	67	32,539		(258		)	5	2,175		(53		)	72	34,714		(311		)
Total fixed maturity securities available for sale	162	59,567		(709		)	19	6,472		(104		)	181	66,039		(813		)
Equity securities:
Common stock	86	782		(72		)	3	79		(35		)	89	861		(107		)
Total equity securities available for sale	86	782		(72		)	3	79		(35		)	89	861		(107		)
Total securities	248	$	60,349	$	(781	)	22	$	6,551	$	(139	)	270	$	66,900	$	(920	)

The Company analyzed its investment portfolio in accordance with its OTTI review procedures and determined the Company did not need to record a credit related OTTI loss, nor recognize a non-credit related OTTI loss in other comprehensive income for the years ended December 31, 2016 and 2015 .

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



	December 31,
	2016			2015			2014
Fixed maturity securities	$	2,370		$	2,110		$	1,289
Equity securities	98			92			78
Cash and short-term investments	21			5			9
Total investment income	2,489			2,207			1,376
Investment expenses	(316		)	(305		)	(201		)
Net investment income	$	2,173		$	1,902		$	1,175

The following table summarizes the gross realized gains and losses from sales or maturities of available-for-sale fixed maturity and equity securities, as follows (dollars in thousands):



	December 31,
	2016			2015			2014
Fixed maturity securities:
Gross realized gains	$	587		$	92		$	47
Gross realized losses	(24		)	(6		)	(29		)
Total fixed maturity securities	563			86			18
Equity securities:
Gross realized gains	1,198			290			449
Gross realized losses	(396		)	(91		)	(50		)
Total equity securities	802			199			399
Total net investment realized gains	$	1,365		$	285		$	417

Proceeds from the sales of debt and equity securities available for sale were $38.3 million , $9.2 million and $1.3 million for the year s ended December 31, 2016 , 2015 and 2014 , respectively.

The table below summarizes the amortized cost and fair value of available-for-sale fixed maturity securities by contractual maturity at December 31, 2016 . 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	$	9,650	$	9,656
Due after one year through five years	24,693		24,721
Due after five years through ten years	10,986		10,945
Due after ten years	8,302		8,156
Securities with contractual maturities	53,631		53,478
Commercial mortgage and asset backed	60,284		59,685
Total fixed maturity securities	$	113,915	$	113,163

At December 31, 2016 and 2015 , the Insurance Companies Subsidiaries had an aggregate of $9.6 million and $8.9 million , respectively, on deposit in trust accounts to meet the deposit requirements of various state insurance departments. At December 31, 2016 and 2015 , the Company had $10.3 million and $169,000 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 principal 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.

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.

The following tables present the Company’s assets and liabilities measured at fair value, classified by the valuation hierarchy as of December 31, 2016 and 2015 (dollars in thousands):



	December 31, 2016
	Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Fixed Maturity Securities:
U.S. Government obligations	$	5,903	$	—	$	5,903	$	—
State and local government	13,519		—		13,519		—
Corporate debt	34,056		—		34,056		—
Commercial mortgage and asset-backed	59,685		—		59,685		—
Total fixed maturity securities	113,163		—		113,163		—
Equity Securities	4,579		4,469		110		—
Short-term investments	10,788		10,788		—		—
Total assets measured at fair value	$	128,530	$	15,257	$	113,273	$	—

Liabilities:
Senior debt*	$	17,750	$	—	$	17,750	$	—
Total Liabilities measured at fair value	$	17,750	$	—	$	17,750	$	—

* Carried at cost or amortized cost on the consolidated balance sheet



	December 31, 2015
	Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Fixed Maturity Securities:
U.S. Government obligations	$	5,508	$	—	$	5,508	$	—
State and local government	14,783		—		14,783		—
Corporate debt	38,784		—		38,784		—
Commercial mortgage and asset-backed	48,018		—		48,018		—
Total fixed maturity securities	107,093		—		107,093		—
Equity Securities	4,240		4,240		—		—
Short-term investments	6,391		6,391		—		—
Total assets measured at fair value	$	117,724	$	10,631	$	107,093	$	—

Liabilities:
Senior debt*	$	12,750	$	—	$	12,750	$	—
Total Liabilities measured at fair value	$	12,750	$	—	$	12,750	$	—

* Carried at cost or amortized cost on the consolidated balance sheet

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 11.9% of the fair value of the total investment portfolio as of December 31, 2016 .

Level 2 investments include fixed maturity 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 88.1% of the fair value of the total investment portfolio as of December 31, 2016 .

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 borrowings under the senior debt, consisting of the revolving credit facility and term loans, approximates its carrying amount because interest is based on a short-term, variable, market-based rate.

The Company’s policy on recognizing transfers between hierarchy levels is applied at the end of each reporting period. There were no transfers between Levels 1, 2 and 3 for the years ended December 31, 2016 and 2015 , respectively.

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 years December 31, 2016 , 2015 and 2014 . The activity in deferred policy acquisition costs, net of reinsurance transactions, is as follows (dollars in thousands):



	December 31,
	2016			2015			2014
Balance at beginning of period	$	12,102		$	5,679		$	5,747

Deferred policy acquisition costs	26,468			22,606			14,628
Amortization of policy acquisition costs	(25,280		)	(16,183		)	(14,696		)
Net change	1,188			6,423			(68		)

Balance at end of period	$	13,290		$	12,102		$	5,679

5. Unpaid Losses and Loss Adjustment Expenses

The Company establishes reserves for unpaid losses and 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 prior year 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 recoverables from reinsurers, for the periods indicated as follows (dollars in thousands):



	December 31,
	2016		2015		2014
Gross reserves - beginning of period	$	35,422	$	31,531	$	28,908
Less: reinsurance recoverables on unpaid losses	5,405		3,224		3,953
Net reserves - beginning of period	30,017		28,307		24,955

Add: incurred losses and loss adjustment expenses, net of reinsurance
Current period	48,782		37,422		41,923
Prior period	10,221		1,460		(1,193		)
Total net incurred losses and loss adjustment expenses	59,003		38,882		40,730

Deduct: loss and loss adjustment expense payments, net of reinsurance
Current period	20,828		20,635		24,134
Prior period	20,199		16,537		13,244
Total net loss and loss adjustment expense payments	41,027		37,172		37,378

Net reserves - end of period	47,993		30,017		28,307
Plus: reinsurance recoverables on unpaid losses	6,658		5,405		3,224
Gross reserves - end of period	$	54,651	$	35,422	$	31,531

As a result of development on prior accident years’ reserves, the estimate for net ultimate losses and LAE increased by $10.2 million in 2016 , increased by $1.5 million in 2015 and decreased by $1.2 million in 2014 . There were no significant changes in the key methods utilized in the analysis and calculations of the Company’s reserves during 2016 , 2015 or 2014 .

In 2016 , prior year net ultimate loss and LAE estimates increased $10.2 million . The $10.2 million increase reflects adverse development of $4.1 million in the commercial lines liability products, $2.7 million in the commercial automobile line, $2.7 million in the wind-exposed homeowners' line and $0.8 million in the run-off personal automobile line.

In 2015 , prior year net ultimate loss and LAE estimates increased $1.5 million . The $1.5 million increase reflects adverse development of $1.2 million in the run-off personal automobile line, $835,000 in the commercial automobile line and $121,000 in the wind-exposed homeowners' line. These were partially offset by favorable development in all of the other lines totaling $660,000 .

In 2014 , net ultimate loss and LAE estimates decreased by $1.2 million . The $1.2 million decrease primarily reflects favorable reserve development of $702,000 in the commercial multi-peril line, $550,000 in the personal automobile line, and $509,000 in the other liability line. These were partially offset by adverse development of $548,000 in the low-value dwelling line, as well as other small changes in the remaining lines.

Loss Development Tables

The following tables represent cumulative paid loss and allocated loss adjustment expenses ("ALAE"), net of reinsurance, by accident year and incurred loss and allocated loss adjustment expenses, net of reinsurance, by accident year, for the years ended December 31, 2009 to 2016, as well as total IBNR and the cumulative number of reported claims for the year ended December 31, 2016, by reportable segment and accident year, (dollars in thousands).



Commercial Lines
	Incurred loss and allocated loss adjustment expenses, net of reinsurance								Total IBNR	Cumulative number of reported claims
Accident Year	For the years ended December 31,
	2009*	2010*	2011*	2012*	2013*	2014*	2015*	2016	2016	2016
2009	11,400	12,066	10,312	8,943	8,232	8,403	8,359	8,414	13	877
2010		7,346	8,568	7,255	6,357	6,170	6,074	6,207	10	770
2011			6,753	5,758	5,326	5,049	4,932	4,903	27	590
2012				7,745	6,421	6,288	6,384	6,253	76	560
2013					10,018	9,435	9,893	10,237	334	596
2014						19,709	19,907	22,711	749	1,726
2015							22,442	26,633	2,810	2,269
2016								32,396	13,002	3,101
							Total	117,754

	Cumulative paid loss and allocated loss adjustment expenses, net of reinsurance
Accident Year	For the years ended December 31,
	2009*	2010*	2011*	2012*	2013*	2014*	2015*	2016
2009	4,436	5,942	6,410	7,233	7,800	7,867	7,933	8,321
2010		3,066	4,488	5,219	5,910	6,040	6,065	6,166
2011			2,645	3,534	3,964	4,449	4,641	4,744
2012				2,325	3,703	4,696	5,558	5,994
2013					3,979	6,211	7,643	8,622
2014						8,715	13,977	17,458
2015							10,470	17,817
2016								10,255
							Total	79,377
		Unpaid losses and ALAE - years 2009 through 2016						38,377
Unpaid losses and ALAE - prior to 2009 (1)*								241
Unpaid losses and ALAE, net of reinsurance								38,618

* Presented as unaudited required supplementary information.

(1) The Company's formation was in 2009, however, as a result of the acquisition of WPIC in 2010, incurred losses prior to the 2009 accident year remain outstanding.



Personal Lines
	Incurred loss and allocated loss adjustment expenses, net of reinsurance								Total IBNR	Cumulative number of reported claims
Accident Year	For the years ended December 31,
	2009*	2010*	2011*	2012*	2013*	2014*	2015*	2016	2016	2016
2009	667	639	634	634	634	634	634	634	—	65
2010		320	188	184	184	184	184	184	—	77
2011			1,678	1,758	1,981	2,031	2,030	2,043	11	717
2012				9,960	11,690	11,740	12,159	12,390	85	3,300
2013					18,034	17,996	18,925	19,138	205	5,095
2014						17,951	17,471	17,735	221	3,619
2015							10,877	13,445	221	2,104
2016								11,619	1,113	1,679
							Total	77,188

Cumulative paid loss and allocated loss adjustment expenses, net of reinsurance
Accident Year	For the years ended December 31,
	2009*	2010*	2011*	2012*	2013*	2014*	2015*	2016
2009	537	634	634	634	634	634	634	634
2010		151	174	184	184	184	184	184
2011			787	1,292	1,633	1,859	1,983	2,021
2012				5,665	9,251	10,844	11,777	12,202
2013					9,955	15,883	18,052	18,600
2014						12,819	16,515	17,260
2015							7,771	11,873
2016								7,119
							Total	69,893
Unpaid losses and ALAE, net of reinsurance								7,295

* Presented as unaudited required supplementary information.



Total Lines
	Incurred loss and allocated loss adjustment expenses, net of reinsurance								Total IBNR	Cumulative number of reported claims
Accident Year	For the years ended December 31,
	2009*	2010*	2011*	2012*	2013*	2014*	2015*	2016	2016	2016
2009	12,067	12,705	10,946	9,577	8,866	9,037	8,993	9,048	13	942
2010		7,666	8,756	7,439	6,541	6,354	6,258	6,391	10	847
2011			8,431	7,516	7,307	7,080	6,962	6,946	38	1,307
2012				17,705	18,111	18,028	18,543	18,643	161	3,860
2013					28,052	27,431	28,818	29,375	539	5,691
2014						37,660	37,378	40,446	970	5,345
2015							33,319	40,078	3,031	4,373
2016								44,015	14,115	4,780
							Total	194,942

Cumulative paid loss and allocated loss adjustment expenses, net of reinsurance
Accident Year	For the years ended December 31,
	2009*	2010*	2011*	2012*	2013*	2014*	2015*	2016
2009	4,973	6,576	7,044	7,867	8,434	8,501	8,567	8,955
2010		3,217	4,662	5,403	6,094	6,224	6,249	6,350
2011			3,432	4,826	5,597	6,308	6,624	6,765
2012				7,990	12,954	15,540	17,335	18,196
2013					13,934	22,094	25,695	27,222
2014						21,534	30,492	34,718
2015							18,241	29,690
2016								17,374
							Total	149,270
		Unpaid losses and ALAE - years 2009 through 2016						45,672
Unpaid losses and ALAE - prior to 2009*								241
Unpaid losses and ALAE, net of reinsurance								45,913

* Presented as unaudited required supplementary information.

The following table reconciles the claim development information to the Consolidated Balance Sheet for the year ended December 31, 2016 , by reportable segment (dollars in thousands).



	December 31, 2016
Net outstanding liabilities for unpaid claims and ALAE
Commercial Lines	38,618
Personal Lines	7,295
Liabilities for unpaid claims and ALAE, net or reinsurance	45,913

Reinsurance recoverable on unpaid claims
Commercial Lines	6,482
Personal Lines	176
Total reinsurance recoverable on unpaid claims	6,658

ULAE Expense	2,080

Total gross liability for unpaid claims and LAE	54,651

Loss Duration Disclosure (unaudited)

The following table represents the average annual percentage payout of incurred losses by age, net of reinsurance, for each reportable segment.



	Average annual percentage payout of incurred losses by age, net of reinsurance
	Year 1		Year 2		Year 3		Year 4		Year 5		Year 6		Year 7		Year 8		Year 9		Year 10+
Commercial Lines	37.1	%	24.2	%	18.3	%	9.8	%	5.2	%	2.6	%	1.6	%	0.9	%	0.1	%	0.2	%
Personal Lines	65.5	%	15.5	%	13.8	%	5.1	%	0.1	%	—	%	—	%	—	%	—	%	—	%
Total Lines	40.8	%	23.0	%	17.7	%	9.2	%	4.5	%	2.3	%	1.4	%	0.8	%	0.1	%	0.2	%

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 primarily ceded all specific risks in excess of $500,000 in 2016 , $500,000 in 2015 and $300,000 in 2014. Reinsurance does not discharge the Company, as 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's current reinsurance structure includes the following primary categories:

Casualty Clash

•

The Company is party to a workers' compensation and casualty clash reinsurance treaty with limits up to $18.0 million in excess of a $2.0 million retention. Clash coverage is a type of reinsurance that provides additional coverage in the event that one casualty loss event results in two or more claims and recovery under the reinsurance treaties may otherwise be limited due to the amount, type or number of claims. Clash reinsurance further protects the balance sheet as it reduces the potential maximum loss on either a single risk or a large number of risks.

Facultative


•	The Company has a facultative agreement with a large reinsurer for property risks with total insured values above the other reinsurance treaty limits. "Facultative" reinsurance is where a reinsurer negotiates an individual reinsurance agreement for every policy it will reinsure on a policy by policy basis.

Property


•	Effective November 1, 2014, the Company entered into an excess of loss reinsurance agreement for personal property coverage with limits up to $2.7 million in excess of $300,000 , for homeowners' and dwelling fire business. This agreement remained in effect through 2016.


•	Effective July 1, 2015, the Company entered into an excess of loss treaty for commercial property values from $2.0 million to $4.0 million , to replace much of the facultative reinsurance cover. The treaty remained in force throughout 2016. 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.


•	At December 31, 2016, the Company is covered for property catastrophe losses up to $160.0 million in excess of a $5.0 million retention for the first event. The Company also has second and third event property catastrophe coverage with a $1.0 million retention. The treaty renews June 1, 2017.

Multiple Line


•	Effective January 1, 2015, the Company has an excess of loss multi-line agreement that covers commercial property and casualty losses up to $1.5 million in excess of a $500,000 retention. The retention was $300,000 in 2014.

Quota Share

•

The Company has commercial umbrella treaties for commercial lines business in the form of a 90% quota share. A quota share agreement is an agreement between an insurer and a reinsurer whereby the reinsurer pays an agreed-upon percentage of all losses the insurer sustains. In turn, the insurer compensates the reinsurer for this agreement in the form of a percentage of the premiums written for the applicable lines covered and reinsurance period.

•

Effective December 31, 2014, the Company entered into a 25% quota share arrangement with a reinsurer for coverage net of the other reinsurance arrangements and within the Company's retention of $500,000 for commercial lines and $300,000 for personal homeowners lines. The Company terminated the agreement on August 1, 2015. The purpose of the quota share arrangement was to reduce the capital requirements necessary to support premium growth initiatives. The IPO provided sufficient capital to support growth initiatives, and the quota share was no longer deemed necessary.

Equipment Breakdown, Employment Practice Liability, and Data Compromise and Identity Recovery


•	The Company has a 100% quota share arrangement with another reinsurer for the small number of equipment breakdown, employment practices liability and data compromise coverages that are occasionally bundled with other products.

The Company assumes written premiums under a few fronting arrangements, most of which are net of other reinsurance 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 rating, or where the policies are written in a state where the Company is

not licensed or for other strategic reasons. Assumed premiums is comprised entirely of these arrangements other than where there are premiums assumed from Citizens Property and Casualty Corporation (“Citizens”).

Beginning in December 2014, the Company assumed written premium of $5.5 million under a policy assumption agreement with Citizens. Citizens is a Florida government-sponsored insurer that provides homeowners insurance to Florida residences that cannot find coverage in the voluntary market. Upon assuming this premium, the Company becomes the primary insurer to the policyholders. The Company is responsible for claims occurring on or after the effective date of the assumption.

In the first quarter of 2015, the Company assumed additional written premium from Citizens in the amount of $1.4 million . This assumption was offset during the year ended December 31, 2015 by a return of $1.3 million of assumed premiums from the 2014 assumption and $738,000 of assumed premiums from the 2015 assumption. The return premiums are related to the policyholders opting out of the related assumptions. The Company did not assume any Citizens business in 2016.

The Company assumed $19.7 million , $2.5 million, and $0.1 million of written premiums under the insurance fronting arrangements for the years ended ended December 31, 2016 , 2015 , and 2014 , respectively.

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



	Year Ended December 31,
	2016			2015			2014
Written premiums:
Direct	$	89,915		$	90,503		$	78,296
Assumed	25,008			3,247			5,551
Ceded	(14,994		)	(14,076		)	(17,548		)
Net written premiums	$	99,929		$	79,674		$	66,299

Earned premiums:
Direct	$	90,660		$	82,614		$	66,608
Assumed	14,053			6,602			361
Ceded	(15,086		)	(22,451		)	(9,441		)
Net earned premiums	$	89,627		$	66,765		$	57,528

Loss and loss adjustment expenses:
Direct	$	59,940		$	43,989		$	43,894
Assumed	11,955			2,756			107
Ceded	(12,892		)	(7,863		)	(3,271		)
Net Loss and loss adjustment expenses	$	59,003		$	38,882		$	40,730

7. Senior Debt

The Company's senior debt facility is comprised of three notes: a $17.5 million revolving line of credit ("Revolver") which commenced in October 2013; a $5.0 million five -year term note ("Term Note") which commenced in October 2013; and a $7.5 million five -year term note which commenced in September 2014 ("2014 Term Note"). A summary of the outstanding senior debt at December 31, 2016 is as follows (in thousands):



	December 31,
	2016		2015
Revolver	$	10,500	$	3,500
Term Note	1,750		2,750
2014 Term Note	5,500		6,500
Total	17,750		12,750

The obligations under the Amended Credit Agreement bear interest at LIBOR rate plus 3.25% , or the lender’s prime rate plus 1.5% , except for the 2014 Term Note. Interest on the 2014 Term Note is at LIBOR plus 3.75% or the lender’s prime rate plus 2% . The weighted average interest rate was 4.1% and 3.4% for the years ended December 31, 2016 and 2015 , respectively. The Company is required to pay quarterly commitment fees on the unused portion of the Credit Facility equal to 0.2% per annum.

The aggregate maturities under the Amended Credit Agreement for each of the five years subsequent to December 31, 2016 are as follows: $2.5 million in 2017, $13.3 million in 2018, $2.0 million in 2019 , $0.0 million in 2020, and $0.0 million in 2021.

The Company entered into various amendments during 2016, which, among other things, included the following key changes to the credit facility agreement:


•	At December 31, 2015, the Company was in compliance with all of its Credit Facility covenants except for the fixed-charge coverage ratio which fell below 1.20 -to-1.0, to 0.9 -to-1.0. The Company received a waiver as of January 26, 2016 for this covenant breach as of December 31, 2015.


•	Effective November 30, 2016, the Company renewed its $17.5 million Revolver. The maturity was extended from December 1, 2016 to August 1, 2018. The Company also amended the credit facility which modified several debt covenants and increased the interest rate spreads on the three notes by 50 basis points .

All outstanding borrowings under the Revolver were repaid from the proceeds received from the Company’s IPO, in August 2015; another $3.5 million was then drawn down in the fourth quarter of 2015 and $7.0 million was drawn down during 2016. The undrawn portion of the Revolver, which was $7.0 million as of December 31, 2016 , is available to finance working capital, fund other general corporate purposes and to provide surplus contributions to our Insurance Company Subsidiaries to support premium growth or strategic acquisitions.

The Credit Facility contains various restrictive covenants that relate to the Company’s shareholders’ equity, premiums-to-capital and surplus ratios, fixed-charge coverage ratio, risk-based capital ratios, and A.M. Best ratings of its Insurance Company Subsidiaries. At December 31, 2016, the Company was in compliance with all of its financial covenants except for a minimum tangible net worth (as defined by the agreement) requirement to remain above $65.0 million . The Company’s tangible net worth was $64.1 million at December 31, 2016. The Company received a waiver on March 13, 2017 for this covenant breach as of December 31, 2016, and the agreement was amended to reduce the minimum requirement to $62.0 million from March 31, 2017 to December 30, 2017 and $64.0 million from December 31, 2017 and thereafter, which management expects the Company will exceed in future periods.

Interest Rate Swap Agreement

In order to reduce its interest rate risk, the Company entered into an interest rate swap agreement for a notional amount of $5.0 million in September 2014, at the same time it refinanced the five year Term Note, and the notional amount decreases in proportion with the amortization of the Term Note. Under this swap agreement, the Company pays the fixed rate of 1.04% on the $5.0 million notional amount on a quarterly basis, and receives the LIBOR rate on a quarterly basis. Payments are settled on a net basis, and the Company has effectively converted its variable‑rate debt into fixed‑rate debt with an effective interest rate of 3.79% . Payments made or received on the swap are recorded as interest expense. The changes in fair value of the interest rate swap are recorded as other income or expense. At December 31, 2016 and 2015, the fair value of the interest rate swap of $1,200 and $4,000 , respectively (notional amounts of $1.8 million and $2.8 million , respectively), was recorded in other assets in the consolidated balance sheets.

8. Income Taxes

At December 31, 2016 and 2015 , the Company had current income taxes receivable of $110,000 and $106,000 , respectively, included in other assets in the consolidated balance sheets.

The income tax expense (benefit) is comprised of the following (dollars in thousands):



	Year Ended December 31,
	2016			2015		2014
Current tax expense (benefit)	$	70		$	48	$	3
Deferred tax expense (benefit)	(147		)	—		(284		)
Total income tax expense (benefit)	$	(77	)	$	48	$	(281	)

The income tax expense (benefit) differed from the amounts computed by applying the statutory U.S. federal income tax rate of 34% to pretax income as a result of the following (dollars in thousands):



	Year Ended December 31,
	2016			2015			2014

Income (loss) before income taxes	$	(8,643	)	$	83		$	(7,220	)
Deconsolidation of affiliate	—			55			—
Statutory U.S. federal income tax rate	(2,939		)	28			(2,455		)
State income taxes, net of federal benefit	(3		)	(72		)	(246		)
Tax‑exempt investment income and dividend received deduction	(106		)	(116		)	(66		)
Nondeductible acquisition costs and purchase adjustments	—			—			143
Nondeductible meals and entertainment	61			45			30
Valuation allowance on deferred tax assets	2,808			(2,050		)	2,283
Net operating loss write-off	—			2,150			—
Other	102			8			30
Income tax expense (benefit)	$	(77	)	$	48		$	(281	)
Effective tax rate	0.9		%	57.8		%	3.9		%

For the year ended December 31, 2015, the Company reconsidered how it presents deferred tax assets and the associated valuation allowance which are subject to permanent limitation and which will expire unused. As such, the 2015 valuation allowance and gross net operating loss deferred tax asset were reduced by $2.2 million to remove the deferred tax assets that would not be realized from consideration. No such write-off occurred in 2016.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below (dollars in thousands):



	December 31,
	2016			2015
Deferred tax assets:
Discounted unpaid losses and loss adjustment expenses	$	715		$	465
Unearned premiums	4,085			3,385
Net operating loss carryforwards	7,757			5,932
State net operating loss carryforwards	223			209
Other	203			(152		)
Gross deferred tax assets	12,983			9,839
Less valuation allowance	(8,389		)	(5,160		)
Total deferred tax assets, net of allowance	4,594			4,679
Deferred tax liabilities:
Investment basis difference	45			49
Unrealized gains on investments	(156		)	266
Deferred policy acquisition costs	4,519			4,115
Intangible assets	163			307
Property and equipment	202			267
Total deferred tax liabilities	4,773			5,004
Net deferred tax liability	$	(179	)	$	(325	)

The net deferred tax liability is recorded in other liabilities in the consolidated balance sheets.

As of December 31, 2016 , the Company has net operating loss carryforwards for federal income tax purposes of $22.8 million , which expire in tax years 2019 through 2036. Of this amount, $15.1 million are limited in the amount that can be utilized in any one year and may expire before they are realized under Section 382 of the Internal Revenue Code. The Company has state net operating loss carryforwards of $8.7 million , which expire in tax years 2030 through 2036.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax assets under the guidance of ASC 740. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three‑year period ended December 31, 2016 . Such objective evidence limits the Company's ability to consider other subjective evidence, such as management's projections for future growth.

Based on its evaluation, the Company has recorded a valuation allowance of $8.4 million and $5.2 million at December 31, 2016 and 2015 , respectively, to reduce the deferred tax assets to an amount that is more likely than not to be realized based on the provisions in ASC 740. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or if objective negative evidence in the form of cumulative losses is no longer present, and additional weight may be given to subjective evidence, such as the Company’s projections for growth.

The Company files consolidated federal income tax returns. For the years before 2013, the Company is no longer subject to U.S. federal examinations; however, the Internal Revenue Service has the ability to review years prior to 2013 to the extent the Company utilized tax attributes carried forward from those prior years. The statute of limitations on state filings is generally three to four years.

9. Statutory Financial Data, Risk-Based Capital and Dividend Restrictions

U.S. state insurance laws and regulations prescribe accounting practices for determining statutory net income and capital and surplus for insurance companies. In addition, state regulators may permit statutory accounting practices that differ from prescribed practices. Statutory accounting practices prescribed or permitted by regulatory authorities for the Company’s Insurance Company Subsidiaries differ from GAAP. The principal differences between SAP and GAAP as they relate to the financial statements of the Company’s Insurance Company Subsidiaries are (i) policy acquisition costs are expensed as incurred under SAP, whereas they are deferred and amortized under GAAP, (ii) deferred tax assets are subject to more limitations regarding what amounts can be recorded under SAP and (iii) bonds are recorded at amortized cost under SAP and fair value under GAAP.

Risk-Based Capital ("RBC") requirements as promulgated by the National Association of Insurance Commissioners (‘‘NAIC’’) require property and casualty insurers to maintain minimum capitalization levels determined based on formulas incorporating various business risks (e.g., investment risk, underwriting profitability, etc.) of the Insurance Company Subsidiaries. As of December 31, 2016 , 2015 and 2014 , the Insurance Company Subsidiaries’ adjusted capital and surplus exceeded their authorized control level as determined by the NAIC’s risk-based capital models.

Summarized 2016 , 2015 and 2014 statutory basis information for the non-captive Insurance Company Subsidiaries, which differs from generally accepted accounting principles, is as follows (dollars in thousands). On December 30, 2016, the Company's wholly owned subsidiary, ACIC was merged into WPIC. As a result, 2016 statutory data is shown for the remaining two Insurance Company Subsidiaries, while prior year data is shown for the prior three Insurance Company Subsidiaries, (dollars in thousands).



	Conifer			White Pine
2016:
Statutory capital and surplus	$	29,539		$	32,391
RBC authorized control level	6,676			6,583
Statutory net income (loss)	(2,782		)	(1,209		)
RBC %	442.4		%	492.1		%



	Conifer			American Colonial			White Pine
2015:
Statutory capital and surplus	$	30,637		$	22,523		$	17,452
RBC authorized control level	5,390			2,809			2,978
Statutory net income (loss)	387			(2,278		)	784
RBC %	568.5		%	801.8		%	585.1		%



	Conifer			American Colonial			White Pine
2014:
Statutory capital and surplus	$	28,304		$	24,461		$	13,209
RBC authorized control level	5,008			1,460			2,708
Statutory net income (loss)	(2,777		)	(1,670		)	(58		)
RBC %	565.1		%	1,675.7		%	487.7		%

Dividend Restrictions

The state insurance statutes in which the Insurance Company Subsidiaries are domiciled limit the amount of dividends that they may pay annually without first obtaining regulatory approval. Generally, the limitations are based on the greater of statutory net income for the preceding year or 10% of statutory surplus at the end of the preceding year. The Company must receive regulatory approval in order to pay dividends to the Parent Company from its Insurance Company Subsidiaries in 2017.

10. Shareholders’ Equity

Common Stock

On February 25, 2016, the Company's Board of Directors authorized a stock repurchase program, under which the Company may repurchase up to $2.1 million of its outstanding common stock. Under this program, management is authorized to repurchase shares at prevailing market prices through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended. The actual timing, number and value of shares repurchased under the program is determined by management at its discretion and depended on a number of factors, including the market price of the Company’s stock, general market conditions, and other factors. As of December 31, 2016, the Company had repurchased and retired 88,650 shares of stock valued at approximately $625,000 .

As of December 31, 2016 and 2015 , the Company had 7,633,070 and 7,644,492 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.

Preferred Stock

In 2014, the Company issued 66,000 shares of preferred stock at $10.00 per share to certain third-party investors. On October 1, 2014, the then-outstanding shares of preferred stock were exchanged for shares of redeemable preferred stock. Refer to Note 11 ~ Redeemable Preferred Stock for further details.

11. Redeemable Preferred Stock

At December 31, 2014, the Company had 60,600 shares of redeemable preferred stock outstanding. The shares of redeemable preferred stock were initially recorded at fair value and thereafter increased by accrued paid-in-kind dividends. The Company classified the shares of redeemable preferred stock within temporary equity on its consolidated balance sheet at December 31, 2014, due to its liquidation rights.

On March 25, 2015, the Company amended its articles of incorporation with the consent of more than 80% of the holders of the preferred stock and a majority of the holders of the common stock to restrict the liquidation rights to the liquidation, dissolution or winding up of the Company. It was previously more broadly defined. On the effective date of the modification, the Company reclassified the carrying amount of its redeemable preferred stock from temporary equity to permanent equity.

Pursuant to agreements effective on or before July 1, 2015, the holders of preferred stock agreed to allow the Company to repurchase their outstanding preferred shares at the original purchase price (i.e., $100 per share) plus all accrued and unpaid preferred dividends. In addition, the holders of 29,550 shares (or 49% ) of preferred stock agreed to use such cash received from the Company’s repurchase of their preferred stock to purchase shares of common stock at the same per share price as the common stock offered in the Company’s IPO. The closing of these transactions were conditioned on the completion of the Company’s IPO.

Following the closing of the Company’s IPO on August 18, 2015, the Company paid $6.3 million to holders of shares of preferred stock to repurchase such shares and for the payment of accrued dividends. Additionally, the Company issued 294,450 shares of common stock to former holders of the preferred stock for proceeds of $3.1 million . There are no shares of redeemable preferred stock outstanding after the closing of the IPO.

12. 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 (in thousands):



	Year Ended December 31,
	2016			2015
Balance at beginning of period	$	182		$	1,158
Other comprehensive income (loss) before reclassifications	(2,139		)	(274		)
Less: amounts reclassified from accumulated other comprehensive income (loss)	(877		)	702
Net current period other comprehensive income (loss)	(1,262		)	(976		)
Balance at end of period	$	(1,080	)	$	182

13. Earnings Per Share

Basic and diluted earnings (loss) per share are computed by dividing net income allocable to common shareholders by the weighted average number of common shares outstanding during the period. The dividends on preferred stock are deducted from the net income to arrive at net income allocable to common shareholders. In the period of a net loss, the dividends on preferred stock are added to the net loss to arrive at net loss allocable to common shareholders. The following table presents the calculation of basic and diluted earnings (loss) per common share, as follows (in thousands, except share and per share amounts):



	Year Ended December 31,
	2016			2015			2014
Net income (loss) attributable to Conifer	$	(8,437	)	$	64		$	(6,935	)
Preferred stock dividends	—			384			191
Paid-in-kind dividends	—			156			59
Deemed dividend on preferred stock	$	—		$	—		$	15
Net income (loss) allocable to common shareholders	$	(8,437	)	$	(476	)	$	(7,200	)

Weighted average common shares, basic and diluted*	7,618,588			5,369,960			2,672,440

Earnings (loss) per share allocable to common, basic and diluted	$	(1.11	)	$	(0.09	)	$	(2.69	)

* The non-vested shares of the restricted stock units were anti-dilutive as of December 31, 2016 and December 31, 2015 . Therefore, the basic and diluted weighted average common shares are equal as of December 31, 2016 and December 31, 2015 .

14. Stock-based Compensation

In 2015, the Company established the Conifer Holdings, Inc. 2015 Omnibus Incentive Plan (“2015 Plan”), which permits the granting of stock options, stock appreciation rights, restricted stock units ("RSU") and other stock-based awards. The 2015 Plan authorizes up to 1,377,000 shares of common stock for awards to be issued to employees, directors or consultants of the Company. The RSUs are issued at no less than the market price on the date the awards are granted. The awards vest in five annual installments, commencing on the first anniversary from the date of grant. The Company will expense the grant date fair value of the RSUs as compensation expense on a straight-line basis over the requisite service period. Upon vesting, each RSU will convert into one share of common stock. The unvested RSUs are subject to forfeiture in the event the employee is involuntarily or voluntarily terminated. If the employee is terminated by the Company for cause, the Company has the option to forfeit the terminated employees’ vested shares for no consideration and to cause the employee to have no further rights or interest in the vested RSUs.

The following summarizes our RSU activity (units in thousands):



	Number of Units		Weighted Average Grant-Date Fair Value

Outstanding at August 12, 2015 (IPO)	—		$	—
Units granted	390		10.48
Units vested	—		—
Units forfeited	—		—
Outstanding at December 31, 2015	390		$	10.48
Units granted	111		8.17
Units vested	(77	)	10.48
Units forfeited	(8	)	9.95
Outstanding at December 31, 2016	416		$	9.87

The scheduled vesting for the restricted stock units at December 31, 2016 was as follows (in thousands):



	Year Ended December 31,
	2017	2018	2019	2020	2021	Total

Scheduled vesting - RSUs	99	99	99	99	20	416

In 2015, the Company issued 390,352 RSUs to executive officers and other employees to be settled in shares of common stock. The total RSUs were valued at $4.1 million on the date of grant. In 2016, the Company issued 111,281 RSUs to executive officers and other employees valued at $909,000 on the date of grant.

The Company recorded $856,000 and $303,000 of compensation expense related to the RSUs for the year ended December 31, 2016 and 2015, respectively. The total compensation cost related to the non-vested portion of the restricted stock units which has not been recognized as of December 31, 2016 was $3.8 million .

15. Related Party Transactions

Related Party Indebtedness

In December 2012, the Company entered into a short-term, unsecured note payable with an executive of the Company for $1.0 million . The note required quarterly interest-only payments at 12% per annum. The note was converted to equity of the Company in two separate transactions in which the common stock was valued at $12.16 per share. On January 31, 2014, the Company issued 41,126 shares of common stock in satisfaction of $500,000 of the note balance. The remaining note balance was satisfied through the issuance of 41,126 shares of common stock on June 30, 2014. Interest expense recorded on the note was $34,500 for the year ended December 31, 2014.

Other Family Relationships

In October 2015, the Company hired the brother of the chairman and chief executive officer, James G. Petcoff, as the president of a newly created managing general agency, Blue Spruce Underwriters. In this capacity, B. Matthew Petcoff leads a team of agents in writing business in the hospitality industry, focusing on quick-service restaurants.

The Company employs Nicholas J. Petcoff as its Executive Vice President and a director and Andrew D. Petcoff as its Senior Vice President of Personal Lines; each of those individuals have been employed since 2009. They are the sons of the Company's Chairman and Chief Executive Officer, James G. Petcoff.

16. Employee Benefit Plans

In 2014, the Company established a retirement savings plan under section 401(k) of the Internal Revenue Code (the “Plan”) for certain eligible employees. Eligible employees electing to participate in the 401(k) plan may defer and contribute from 1% to 100% of their compensation on a pre‑tax basis, subject to statutory limits. The Company will match the employees’ contributions up to the first 4% of their compensation. The Company’s Plan expense amounted to $405,000 and $346,000 for the years ended December 31, 2016 and 2015 , respectively.

17. 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 balance sheets. 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.

Commitments

In 2010, the Company entered into an agreement with an unaffiliated party to design, develop, and implement a new policy administration, billing, and claims system for the Company. The scope of work and fee structure has changed over time. Currently, the agreement requires a minimum monthly payment of $30,000 with a fee schedule that is scalable with the premium volume, and expires on September 30, 2022.

Operating leases

The Company leases administrative office facilities, including its corporate headquarters, and office equipment under operating leases that expire at various dates through 2024. The Company has the option to extend its corporate headquarters lease for two additional five ‑year periods. The Company recognizes rent expense on a straight‑line basis over the term of the lease. Rent expense under the operating leases totaled $915,000 in 2016 , $795,000 in 2015 , and $871,000 in 2014 .

In 2014, the Company terminated its lease for its previous corporate headquarters before the end of the lease term. The Company paid a termination fee of $280,000 to the property owner, which was included in rent expense in 2014.

The future minimum rental payments under non-cancelable operating leases as of December 31, 2016 , are as follows (in thousands):



Years Ending December 31,	Amount
2017	$	929
2018	825
2019	642
2020	628
2021	639
2022 and thereafter	1,567
Total future minimum rental payments	$	5,230

18. Segment Information

The Company is engaged in the sale of property and casualty insurance products and has organized its principal operations into two types of insurance businesses: commercial lines and personal lines. Within these two insurance businesses, the Company offers various insurance products. Such insurance businesses are engaged in underwriting and marketing insurance coverages, and administering claims processing for such policies.

The Company defines its operating segments as components of the business where separate financial information is available and used by the chief operating decision-making group in deciding how to allocate resources to its segments and in assessing its performance. In assessing performance of its operating segments, the Company’s chief operating decision-making group, comprised of key senior executives, reviews a number of financial measures including gross written premiums, net earned premiums and losses and LAE, net of reinsurance recoveries. 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 underwriting 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 Florida, Michigan, Texas and Pennsylvania. For the years ended December 31, 2016 , 2015 and 2014 , gross written premiums attributable to these four states were 56.7% , 66.6% , and 70.3% respectively, of the Company’s total gross written premiums.

The following table summarizes our net earned premiums:



	Net Earned Premium
	2016		2015		2014
Commercial	77	%	73	%	62	%
Personal	23	%	27	%	38	%
Total	100	%	100	%	100	%

The following provides a description of the Company’s two insurance businesses and product offerings within these businesses:


•	Commercial lines—offers coverage for property, liability, automobile and other miscellaneous coverage primarily to owner-operated small and mid-sized businesses, professional organizations and hospitality businesses such as restaurants, bars and taverns.


•	Personal lines—offers coverage for low-value dwelling, wind-exposed homeowners and automobile.

In addition to the reportable segments, the Company maintains a Corporate and Other category to reconcile segment results to the consolidated totals. The Corporate and Other 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 senior 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 and net realized investment gains on the consolidated statements of operations.

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




Year Ended December 31, 2016	Commercial Lines		Personal Lines			Corporate & Other			Total
Gross written premiums	$	88,242	$	26,681		$	—		$	114,923
Net written premiums	$	78,439	$	21,490		$	—		$	99,929
Net earned premiums	$	68,921	$	20,706		$	—		$	89,627
Other income	378		558			182			1,118
Segment revenue	69,299		21,264			182			90,745
Loss and loss adjustment expenses, net	42,441		16,562			—			59,003
Policy acquisition costs	18,560		6,720			—			25,280
Operating expenses	6,767		2,911			7,918			17,596
Segment expenses	67,768		26,193			7,918			101,879
Segment underwriting gain (loss)	$	1,531	$	(4,929	)	$	(7,736	)	$	(11,134	)

Investment income						2,173			2,173
Net realized investment gains						1,365			1,365
Other gains (losses)						(400		)	(400		)
Interest expense						(647		)	(647		)
Income (loss) before income taxes						$	(5,245	)	$	(8,643	)

Selected Balance Sheet Data:
Deferred policy acquisition costs	$	10,156	$	3,134		$	—		$	13,290
Unearned premiums	44,484		13,642			—			58,126
Loss and loss adjustment expense reserves	46,917		7,734			—			54,651




Year Ended December 31, 2015	Commercial Lines		Personal Lines			Corporate & Other			Total
Gross written premiums	$	68,197	$	25,553		$	—		$	93,750
Net written premiums	$	58,157	$	21,517		$	—		$	79,674
Net earned premiums	$	48,586	$	18,179		$	—		$	66,765
Other income	1,099		489			79			1,667
Segment revenue	49,685		18,668			79			68,432
Loss and loss adjustment expenses, net	25,730		13,152			—			38,882
Policy acquisition costs	11,937		4,246			—			16,183
Operating expenses	4,983		3,305			6,518			14,806
Segment expenses	42,650		20,703			6,518			69,871
Segment underwriting gain (loss)	$	7,035	$	(2,035	)	$	(6,439	)	$	(1,439	)

Investment income						1,902			1,902
Net realized investment gains						285			285
Other gains (losses)						104			104
Interest expense						(769		)	(769		)
Income (loss) before income taxes						$	(4,917	)	$	83

Selected Balance Sheet Data:
Deferred policy acquisition costs	$	8,401	$	3,701		$	—		$	12,102
Unearned premiums	33,337		14,579			—			47,916
Loss and loss adjustment expense reserves	29,739		5,683			—			35,422




Year Ended December 31, 2014	Commercial Lines		Personal Lines			Corporate & Other			Total
Gross written premiums	$	55,056	$	28,791		$	—		$	83,847
Net written premiums	$	40,958	$	25,341		$	—		$	66,299
Net earned premiums	$	35,749	$	21,779		$	—		$	57,528
Other income	918		904			(13		)	1,809
Segment revenue	36,667		22,683			(13		)	59,337
Loss and loss adjustment expenses, net	20,621		20,109			—			40,730
Policy acquisition costs	9,209		5,487			—			14,696
Operating expenses	4,566		2,453			5,120			12,139
Segment expenses	34,396		28,049			5,120			67,565
Segment underwriting gain (loss)	$	2,271	$	(5,366	)	$	(5,133	)	$	(8,228	)

Investment income						1,175			1,175
Net realized investment gains						417			417
Interest expense						(584		)	(584		)
Income (loss) before income taxes						$	(4,125	)	$	(7,220	)

Selected Balance Sheet Data:
Deferred policy acquisition costs	$	4,247	$	1,432		$	—		$	5,679
Unearned premiums	29,062		14,319			—			43,381
Loss and loss adjustment expense reserves	22,451		9,080			—			31,531

19. Quarterly Financial Data (Unaudited)

The following is a summary of quarterly results of operations for 2016 and 2015 (in thousands, except per share and ratio data). The fluctuations between periods and changes in reserves, as disclosed in Note 5, are due to the normal fluctuations in operations from quarter to quarter.



	1st Quarter			2nd Quarter			3rd Quarter			4th Quarter
2016:
Gross premiums written	$	25,393		29,725			28,497			31,308
Net premiums written	$	22,050		$	26,176		$	24,634		$	27,069
Net premiums earned	$	20,109		$	21,675		$	23,380		$	24,463
Net investment income	537			528			560			548
Net realized gains	(8		)	541			71			761
Other gains (losses)	—			—			—			(400		)
Other income	245			283			303			287
Losses and loss adjustment expenses, net	12,699			13,541			14,582			18,181
Policy acquisition costs	6,003			6,014			6,266			6,997
Operating expenses	4,139			4,536			4,710			4,211
Interest expense	157			143			168			179
Income tax (benefit) expense	—			(623		)	16			530
Equity earnings (losses) in affiliates, net of tax	87			71			(47		)	18
Net income (loss)	$	(2,028	)	$	(513	)	$	(1,475	)	$	(4,421	)
Net income (loss) allocable to common shareholders	$	(2,028	)	$	(513	)	$	(1,475	)	$	(4,421	)
Diluted earnings (loss) per common share (1)	$	(0.27	)	$	(0.07	)	$	(0.19	)	$	(0.58	)
Combined ratio (2)	112.2		%	109.7		%	107.9		%	118.7		%

2015:
Gross premiums written	$	21,204		23,059			24,242			25,245
Net premiums written	$	13,666		$	15,942		$	28,599		$	21,467
Net premiums earned	$	14,493		$	15,115		$	17,883		$	19,274
Net investment income	486			469			505			442
Net realized gains	145			87			6			47
Other gains (losses)	—			—			104			—
Other income	489			480			523			175
Losses and loss adjustment expenses, net	8,570			8,976			9,813			11,523
Policy acquisition costs	2,595			2,639			4,605			6,344
Operating expenses	3,692			3,619			3,325			4,170
Interest expense	244			239			181			105
Income tax (benefit) expense	—			48			(48		)	48
Equity losses in affiliates, net of tax	—			—			—			(52		)
Net income (loss)	$	512		$	630		$	1,145		$	(2,304	)
Net income (loss) allocable to common shareholders	$	250		$	366		$	1,212		$	(2,304	)
Diluted earnings (loss) per common share (1)	$	0.06		$	0.09		$	0.21		$	(0.30	)
Combined ratio (2)	99.2		%	97.7		%	96.4		%	113.3		%

(1) Due to the changes in the equity structure of the Company (Note ~ 10 Shareholders' Equity) the weighted average common shares outstanding has fluctuated over the past two years and therefore the quarterly diluted earnings (loss) per common share does not total the full-year earnings (loss) per common share stated on the face of the Consolidated Statements of Operations.

(2) The combined ratio is the sum of the loss ratio and the expense ratio. The loss ratio is the ratio, expressed as a percentage, of net losses and LAE to net premiums earned and other income. The expense ratio is the ratio, expressed as a percentage, of policy acquisition costs and operating expenses to net earned premiums and other income.

Schedule II

Conifer Holdings, Inc.

Condensed Financial Information of Registrant

Balance Sheets – Parent Company Only

(dollars in thousands)



	December 31,
	2016			2015

Assets
Investment in subsidiaries	$	78,637		$	84,982
Cash	4,639			2,529
Due from subsidiaries	946			1,096
Other assets	2,009			1,912
Total assets	$	86,231		$	90,519

Liabilities and Shareholders' Equity
Liabilities:
Senior debt	$	17,750		$	12,750
Accounts payable and accrued expenses	196			311
Other liabilities	491			196
Total liabilities	18,437			13,257

Shareholders' equity:
Common stock, no par value (100,000,000 shares authorized; 7,633,070 and 7,644,492 issued and outstanding, respectively)	80,342			80,111
Accumulated deficit	(11,468		)	(3,031		)
Accumulated other comprehensive income (loss)	(1,080		)	182
Total shareholders' equity	67,794			77,262
Total liabilities and shareholders' equity	$	86,231		$	90,519

Schedule II

Conifer Holdings, Inc.

Condensed Financial Information of Registrant

Statements of Comprehensive Income (Loss) – Parent Company Only

(dollars in thousands)



	Year Ended December 31,
	2016			2015			2014
Revenue
Management fees from subsidiaries	$	9,911		$	8,007		$	8,100
Other income	51			64			20
Total revenue	9,962			8,071			8,120

Expenses
Operating expenses	16,995			13,710			9,962
Interest expense	647			766			584
Total expenses	17,642			14,476			10,546

Loss before equity in earnings (losses) of subsidiaries and income tax benefit	(7,680		)	(6,405		)	(2,426		)
Income tax benefit	(864		)	(1,025		)	(77		)
Loss before equity earnings (losses) of subsidiaries	(6,816		)	(5,380		)	(2,349		)
Equity earnings (losses) in subsidiaries	(1,621		)	5,363			(4,590		)

Net income (loss)	(8,437		)	(17		)	(6,939		)
Less net loss attributable to noncontrolling interest	—			(81		)	(4		)
Net income (loss) attributable to Conifer	$	(8,437	)	$	64		$	(6,935	)

Other Comprehensive Income
Equity in other comprehensive income (loss) of subsidiaries	(1,262		)	(976		)	622
Total Comprehensive income (loss)	$	(9,699	)	$	(912	)	$	(6,313	)

Schedule II

Conifer Holdings, Inc.

Condensed Financial Information of Registrant

Statement of Cash Flows – Parent Company Only

(dollars in thousands)



	Year Ended December 31,
	2016			2015			2014
Cash Flows from Operating Activities
Net income (loss)	$	(8,437	)	$	(17	)	$	(6,939	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	364			321			287
Deferred income taxes	288			140			3
Equity in undistributed (income) loss of subsidiaries	1,621			(5,363		)	4,590
Incentive awards expenses - vesting of RSUs	856			303			—
Changes in operating assets and liabilities:
Changes in due from / payable to subsidiaries	150			(921		)	(10		)
Other assets	(270		)	(396		)	(92		)
Accounts payable and accrued expenses	(115		)	(20		)	86
Other liabilities	120			(480		)	(19		)
Net cash used in operating activities	(5,423		)	(6,433		)	(2,094		)
Cash Flows From Investing Activities
Contributions to subsidiaries	(2,100		)	(7,500		)	(46,006		)
Dividends received from subsidiaries	5,450			2,700			500
Purchases of property and equipment	(192		)	(146		)	(434		)
Net cash provided by (used in) investing activities	3,158			(4,946		)	(45,940		)
Cash Flows From Financing Activities
Proceeds received from issuance of shares of common stock	—			36,066			28,475
Proceeds from issuance of shares of preferred stock	—			—			6,060
Repurchase of common stock	(625		)	—			—
Repurchase of preferred stock	—			(6,275		)	—
Borrowings under debt arrangements	7,000			4,400			18,500
Repayment of borrowings under debt arrangements	(2,000		)	(19,212		)	(4,075		)
Dividends paid to preferred shareholders	—			(384		)	(191		)
Payment of offering costs	—			(1,837		)	—
Net cash provided by financing activities	4,375			12,758			48,769
Net increase in cash	2,110			1,379			735
Cash at beginning of period	2,529			1,150			415
Cash at end of period	$	4,639		$	2,529		$	1,150

Supplemental Disclosure of Cash Flow Information:
Interest paid	$	641		$	844		$	510
Non-cash dividend received from subsidiaries	—			400			—

Conifer Holding, Inc.

Condensed Financial Information of Registrant

Parent Company Only

Notes to Condensed Financial Statements

1. Accounting Policies

Organization

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

Basis of Presentation

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

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

Estimates and Assumptions

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

Dividends

The Parent received cash dividends from its subsidiaries of $5.5 million , $2.7 million and $500,000 for the years ended December 31, 2016, 2015 and 2014, respectively.

Schedule V

Conifer Holdings, Inc.

Valuation and Qualifying Accounts

For the Years Ended December 31, 2016, 2015 and 2014

(dollars in thousands)



	Balance at Beginning of Period		Charged to Expense		Decrease to Other Comprehensive Income		Deductions from Allowance Account			Balance at End of Period
Valuation for Deferred Tax Assets
2016	$	5,160	$	2,808	$	421	$	—		$	8,389
2015	$	6,917	$	—	$	—	$	(1,757	)	$	5,160
2014	$	4,634	2,283		—		—			$	6,917

CONIFER HOLDINGS, INC.

Exhibit Index



		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Period Ending	Exhibit / Appendix Number	Filing Date	Filed / Furnished Herewith
3.1	Second Amended and Restated Articles of Incorporation of Conifer Holdings, Inc.	8-K	September 30, 2015	3.1	August 28, 2015

3.2	Amended and Restated Bylaws of Conifer Holdings, Inc.	S-1A	September 30, 2015	3.4	July 30, 2015

10.1	Amended and Restated Credit Agreement dated as of September 29, 2014, between the Company and Comerica Bank, N.A.	S-1	December 30, 2014	10.1.1	July 2, 2015

10.2	First Amendment to Amended and Restated Credit Agreement and Waiver dated May 4, 2015, between the Company and Comerica Bank, N.A.	S-1	June 30, 2015	10.1.2	July 2, 2015

10.3	Second Amendment to Amended and Restated Credit Agreement dated June 29, 2015, between the Company and Comerica Bank, N.A.	S-1	June 30, 2015	10.1.3	July 30, 2015

10.4	Third Amendment to Amended and Restated Credit Agreement and Consent dated as of August 6, 2015 between the Company and Comerica Bank, N.A.	10-Q	June 30, 2015	10.1.3	September 14, 2015

10.5	Fourth Amendment to Amended and Restated Credit Agreement and Consent dated as of January 26, 2016 between the Company and Comerica Bank, N.A.	10-K	December 31, 2015	10.5	March 15, 2016

10.6	2015 Omnibus Incentive Plan	S-1		10.2	July 2, 2015

10.7	Lease Agreement, dated September 18, 2013, as amended	S-1		10.3	July 2, 2015

10.8	Fifth Amendment to Amended and Restated Credit Agreement and Consent dated as of July 21, 2016 between the Company and Comerica Bank, N.A.					*

10.9	Sixth Amendment to Amended and Restated Credit Agreement and Consent dated as of September 29, 2016 between the Company and Comerica Bank, N.A.					*

10.10	Seventh Amendment to Amended and Restated Credit Agreement and Consent dated as of October 28, 2016 between the Company and Comerica Bank, N.A.					*

10.11	Eighth Amendment to Amended and Restated Credit Agreement and Consent dated as of November 30, 2016 between the Company and Comerica Bank, N.A.					*



10.12	Ninth Amendment to Amended and Restated Credit Agreement and Consent dated as of March 13, 2017 between the Company and Comerica Bank, N.A.	*

10.13	Employment agreements - Nicholas J. Petcoff, James G. Petcoff Andrew D. Petcoff, Brian J. Roney	*

21.1	List of Subsidiaries of the Company	*

23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm	*

31.1	Section 302 Certification — CEO	*

31.2	Section 302 Certification — CFO	*

32.1*	Section 906 Certification — CEO	*

32.2*	Section 906 Certification — CFO	*

101.INS	XBRL Instance Document	*
101.SCH	XBRL Taxonomy Extension Schema Document	*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	*
101.DEF	XBRL Taxonomy Extension Definition Linkbase	*
101.LAB	XBRL Taxonomy Extension Label Linkbase	*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	*

* 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 Section 13 or 15(d) of the Securities and 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/ James G. Petcoff
		James G. Petcoff
		Chairman and Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Harold J. Meloche
		Harold J. Meloche
		Chief Financial Officer and Treasurer
		(Principal Accounting and Financial Officer)

Dated: March 15, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ James G. Petcoff	Chairman and Chief Executive Officer	March 15, 2017
James G. Petcoff	(Principal Executive Officer)

/s/ Harold J. Meloche	Chief Financial Officer and Treasurer	March 15, 2017
Harold J. Meloche	(Principal Accounting and Financial Officer)

/s/ Mark McCammon	Director	March 15, 2017
Mark McCammon

/s/ Nicholas J. Petcoff	Director	March 15, 2017
Nicholas J. Petcoff

/s/ Jorge Morales	Director	March 15, 2017
Jorge Morales

/s/ Richard J. Williams, Jr.	Director	March 15, 2017
Richard J. Williams, Jr.

Exhibit 21.1



Subsidiaries of Conifer Holdings, Inc.

Subsidiary		State of Formation
American Colonial Insurance Services f/k/a EGI Insurance Services (Florida)		Florida
Conifer Insurance Company		Michigan
Red Cedar Insurance Company		District of Columbia
Sycamore Insurance Agency		Michigan
White Pine Insurance Company		Michigan
Venture Agency Holdings, Inc. (50% ownership)		Michigan

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-206355 on Form S-8 of our report dated March 15, 2017, relating to the consolidated financial statements and financial statement schedules of Conifer Holdings, Inc., appearing in this Annual Report on Form 10-K of Conifer Holdings, Inc. for the year ended December 31, 2016.

/s/ Deloitte & Touche LLP

Detroit, MI

March 15, 2017

Exhibit 31.1

CHIEF EXECUTIVE OFFICER’S 302 CERTIFICATION

I, James G. Petcoff, certify that:

1. I have reviewed this Annual Report on Form 10-K of Conifer Holdings, Inc. for the year ended December 31, 2016;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting

to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2017

/s/ James G. Petcoff

James G. Petcoff

Chief Executive Officer

(principal executive officer)

Exhibit 31.2

CHIEF FINANCIAL OFFICER’S 302 CERTIFICATION

I, Harold J. Meloche, certify that:

1. I have reviewed this Annual Report on Form 10-K of Conifer Holdings, Inc. for the year ended December 31, 2016;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to

be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2017

/s/ Harold J. Meloche

Harold J. Meloche

Chief Financial Officer

(principal financial officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Conifer Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James G. Petcoff, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 15, 2017

/s/James G. Petcoff

James G. Petcoff

Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Conifer Holdings, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harold J. Meloche, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 15, 2017

/s/ Harold J. Meloche

Harold J. Meloche

Chief Financial Officer