ifer (CNFR) - 2025 Q2 - Quarterly Report

Part I — Financial Information Presents unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition Item 1 — Condensed Financial Statements Presents unaudited condensed consolidated financial statements, including balance sheets, income, cash flows, and detailed notes Condensed Consolidated Balance Sheets (Unaudited) Summarizes the company's financial position, detailing assets, liabilities, and shareholders' equity at specific dates | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | :------- | | Total assets | $283,262 | $281,656 | $1,606 | 0.57% | | Total liabilities | $255,054 | $260,131 | $(5,077) | -1.95% | | Total shareholders' equity | $28,208 | $21,525 | $6,683 | 31.05% | | Unpaid losses and loss adjustment expenses | $164,644 | $189,285 | $(24,641) | -13.02% | | Unearned premiums | $35,239 | $30,590 | $4,649 | 15.20% | | Debt | $12,060 | $11,932 | $128 | 1.07% | | Mandatorily redeemable preferred stock | $5,885 | — | $5,885 | N/A | Condensed Consolidated Statements of Operations (Unaudited) Presents the company's revenues, expenses, and net income or loss over specific reporting periods | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net earned premiums | $9,564 | $16,666 | $19,879 | $33,553 | | Total revenue and other income | $16,134 | $17,902 | $32,009 | $36,527 | | Total expenses | $14,083 | $21,963 | $29,436 | $39,170 | | Net income (loss) from continuing operations | $2,051 | $(3,728) | $2,573 | $(2,159) | | Net income (loss) | $2,051 | $(3,792) | $2,573 | $(3,561) | | Net income (loss) allocable to common shareholders | $2,051 | $(3,950) | $2,573 | $(3,876) | | EPS (basic and diluted) | $0.17 | $(0.32) | $0.21 | $(0.32) | Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Details net income or loss and other comprehensive income components, reflecting total non-owner changes in equity | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $2,051 | $(3,792) | $2,573 | $(3,561) | | Unrealized investment gains (losses), net of tax | $557 | $188 | $2,156 | $(248) | | Total comprehensive income (loss) | $2,608 | $(3,604) | $4,729 | $(3,809) | Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) Outlines changes in common stock, accumulated deficit, and other comprehensive income, impacting total shareholders' equity | Metric (in thousands) | Balance at Dec 31, 2024 | Net income (loss) | Issuance of warrants | Stock-based compensation expense | Other comprehensive income (loss) | Balance at June 30, 2025 | | :-------------------- | :---------------------- | :---------------- | :------------------- | :------------------------------- | :-------------------------------- | :----------------------- | | Common Stock | $98,178 | — | $1,924 | $30 | — | $100,132 | | Accumulated Deficit | $(63,153) | $2,573 | — | — | — | $(60,580) | | Accumulated Other Comprehensive Income (Loss) | $(13,500) | — | — | — | $2,156 | $(11,344) | | Total Shareholders' Equity | $21,525 | $2,573 | $1,924 | $30 | $2,156 | $28,208 | Condensed Consolidated Statements of Cash Flows (Unaudited) Reports cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $(18,016) | $(1,952) | | Net cash provided by (used in) investing activities | $4,815 | $1,358 | | Net cash provided by (used in) financing activities | $7,500 | $(834) | | Net increase (decrease) in cash | $(5,701) | $(1,428) | | Cash at end of period | $21,953 | $9,697 | Notes to Condensed Consolidated Financial Statements (Unaudited) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. Summary of Significant Accounting Policies Outlines the key accounting principles and methods used in preparing the financial statements - The Company's business model shifted significantly, no longer having an agency business after the sales of CIS and SSU in August 2024, now primarily writing a small amount of commercial and specialty homeowners business in Texas, Illinois, and Indiana[23][24] - The Company's Insurance Company Subsidiaries (CIC, WPIC, RCIC) faced significant losses in 2023 and 2024, primarily from strengthening reserves on commercial liability lines, leading to capital contributions from the Parent Company (CHI) to CIC ($16.0 million in late 2024/early 2025, $6.5 million in June 2025) to maintain regulatory capital levels, improving CIC's estimated RBC ratio to approximately 247% as of June 30, 2025[32][34] - New accounting guidance, ASU 2023-09 (Income Taxes) and ASU 2024-03 (Disaggregation of Income Statement Expenses), will be adopted in fiscal years beginning after December 15, 2024, and December 15, 2026, respectively, with the Company currently assessing their impact on disclosures and financial statements[28][29] 2. Investments Details the company's investment portfolio, including debt securities, unrealized gains/losses, and net investment income - The Company's investment portfolio consists primarily of investment-grade debt securities, with gross unrealized losses on available-for-sale securities totaling $10.2 million as of June 30, 2025, primarily due to market conditions and interest rate changes, though management expects no significant losses[39][40] Total Debt Securities Available for Sale (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------- | :------------ | :---------------- | | Amortized Cost | $108,000 | $117,827 | | Gross Unrealized Gains | $77 | $89 | | Gross Unrealized Losses | $(10,178) | $(12,251) | | Estimated Fair Value | $97,899 | $105,665 | Net Investment Income (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net investment income | $1,298 | $1,473 | $2,587 | $3,019 | 3. Fair Value Measurements Explains the valuation methodologies and hierarchy used for financial instruments, including contingent consideration and preferred stock - The Company classifies its financial instruments into a three-level fair value hierarchy, with Level 1 investments comprising 27% of marketable investments and Level 2 investments comprising 73% as of June 30, 2025[54][55] - The contingent consideration receivable from the CIS Sale is measured using Level 3 inputs, with the fair value of the third contingent payment ($10.0 million expected by December 2025) determined to be $7.8 million as of June 30, 2025, using a Monte Carlo analysis with a 12.7% discount rate and 17.5% gross revenue volatility[57][58] - The mandatorily redeemable Series B Preferred Stock, issued in Q1 2025, is a Level 3 liability with a fair value of approximately $5.8 million as of June 30, 2025, compared to a carrying value of $5.9 million, determined using a trinomial lattice model[61] 4. Deferred Policy Acquisition Costs Presents changes in deferred policy acquisition costs, reflecting balances at period start and end, and amortization Deferred Policy Acquisition Costs (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Balance at beginning of period | $6,647 | $6,775 | $6,380 | $6,405 | | Deferred policy acquisition costs | $(1,022) | $3,275 | $1,922 | $6,805 | | Amortization of policy acquisition costs | $(2,287) | $(3,392) | $(4,964) | $(6,552) | | Balance at end of period | $3,338 | $6,658 | $3,338 | $6,658 | 5. Unpaid Losses and Loss Adjustment Expenses Details changes in reserves for unpaid losses and loss adjustment expenses, net of reinsurance - Net losses and LAE decreased by $8.7 million (57.0%) to $6.6 million in Q2 2025 compared to Q2 2024, primarily due to a $6.5 million decrease in current accident year losses from reduced net earned premiums as commercial lines business is in run-off[68] - Prior-year adverse development in Q2 2024 was $2.8 million, with $2.1 million from commercial liability lines (Security Program, 2021-2022 accident years) and $747,000 from personal lines (high severity claims, 2023 accident year)[69] Changes in Reserves for Losses and LAE, Net of Reinsurance (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net reserves - beginning of period | $98,490 | $102,019 | $104,795 | $103,805 | | Total net incurred losses and LAE | $6,564 | $15,281 | $15,838 | $25,801 | | Total net loss and LAE payments | $18,302 | $16,872 | $33,881 | $29,178 | | Net reserves - end of period | $86,752 | $100,428 | $86,752 | $100,428 | 6. Reinsurance Describes the company's reinsurance agreements, including quota share and property catastrophe treaties - Effective June 1, 2025, the Company entered a new quota share reinsurance agreement, ceding 50% of written and unearned premiums on substantially all homeowners business, generating $16.4 million in ceded written premiums for the quarter and allowing a 36.2% ceding commission[71] - A property catastrophe reinsurance treaty became effective June 1, 2025, covering aggregate losses up to $56.0 million in excess of a $4.0 million retention, with the homeowners quota share reducing net retention for specific loss coverage from $500,000 to $250,000 and catastrophe reinsurance retention from $4.0 million to $2.0 million[72][73] - The Company's Loss Portfolio Transfer (LPT) reinsurance agreement provides up to $20.0 million in adverse reserve development coverage for accident years 2019 and prior, with $16.3 million of losses ceded as of June 30, 2025, leaving $3.7 million of coverage[75] 7. Debt Outlines the company's debt obligations, including senior unsecured notes and funds-withheld obligations - The Company has $16.9 million of 9.75% senior unsecured notes outstanding as of June 30, 2025, maturing on September 30, 2028, with $4.0 million of these notes owned by CIC and eliminated upon consolidation[79][81] - On August 30, 2024, the Company paid off all $9.3 million of its senior secured notes using proceeds from the CIS Sale, incurring a $753,000 call premium and amortizing $771,000 in debt issuance costs, and is no longer subject to restrictive financial debt covenants[80][82] - A funds-withheld obligation of $21.2 million (June 30, 2025) related to a reinsurance agreement is accounted for as an embedded derivative, with fair value changes recognized in operating expenses ($326,000 for Q2 2025, $650,000 for YTD Q2 2025)[85] 8. Mandatorily Redeemable Preferred Stock Details the issuance and terms of Series B Preferred Stock, including dividends and accretion to redemption value - In February and March 2025, the Company issued $7.5 million of Series B Preferred Stock (1,500 shares at $5,000/share) through a private placement, maturing December 31, 2026, and concurrently issued warrants to purchase 4,000,000 common shares at $1.50/share, valued at $2.0 million[86][87][90] - The Series B Preferred Stock requires quarterly dividends at the higher of prime rate + 600 basis points or 12.0%, equating to an annualized rate of 13.5% as of June 30, 2025, with related interest expense of $253,000 for Q2 2025[89] - The Preferred Stock liability, initially valued at $5.5 million, is being accreted to its $7.5 million redemption value over its term using the effective interest method, with accretion recorded as interest expense ($233,000 in Q2 2025)[90] 9. Shareholder's Equity Covers changes in common stock and preferred stock, including redemptions and outstanding shares - On August 30, 2024, the Company redeemed all $6.0 million of its outstanding Series A Preferred Stock, incurring a $397,000 redemption premium recorded as additional dividends, which reduced net income allocable to common shareholders[92] - As of June 30, 2025, and December 31, 2024, the Company had 12,222,881 issued and outstanding shares of common stock, with holders entitled to one vote per share and dividends only if declared[94] 10. Earnings Per Share Provides basic and diluted earnings per common share calculations and related weighted average shares outstanding Earnings (Loss) Per Common Share, Basic and Diluted | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) allocable to common shareholders | $2,051 | $(3,950) | $2,573 | $(3,876) | | EPS (basic and diluted) | $0.17 | $(0.32) | $0.21 | $(0.32) | | Weighted average common shares outstanding | 12,222,881 | 12,222,881 | 12,222,881 | 12,222,881 | - The 106,000 non-vested stock options and 4,000,000 recently issued warrants were anti-dilutive as of June 30, 2025, resulting in basic and diluted weighted average common shares being equal[95] 11. Stock-based Compensation Reports stock-based compensation expense and details outstanding unvested stock options and future expense - The Company recorded $15,000 and $30,000 in stock-based compensation expense for the three and six months ended June 30, 2025, respectively, down from $38,000 and $70,000 in the prior year periods[98][99] - As of June 30, 2025, there were 106,000 unvested stock options outstanding, with an estimated future expense of $86,000[99] 12. Commitments and Contingencies Addresses legal claims, lawsuits, and contingent consideration receivables, including related bonus accruals - The Company is subject to various legal claims and lawsuits in the ordinary course of business, which are generally covered by insurance policies, and management believes no material loss exceeding accrued amounts is reasonably possible[100] - As of June 30, 2025, the Company recorded a $7.8 million contingent consideration receivable from the CIS Sale, with a bonus agreement with three employees, contingent on the third payment of this consideration, leading to an accrual of $1.1 million bonus expense in Q2 2025, reflecting 78% of the total bonus consistent with the fair value of the contingent consideration[101][102] 13. Segment Information Provides financial data by operating segment, including commercial lines, personal lines, and corporate activities - Following the CIS Sale, the Company no longer operates a wholesale agency business, now reported as discontinued operations, with remaining operating segments being commercial lines and personal lines, and a Corporate and Other category for unallocated expenses and investment income[103][106] - The Company has significantly reduced its commercial lines writings, with these programs now largely in run-off, and gross written premiums attributable to Texas increased to 81% for the six months ended June 30, 2025, compared to 38% for the same period in 2024, reflecting a concentration of activity[105] Segment Underwriting Gain (Loss) (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Commercial Lines | $(735) | $(624) | $(1,249) | $(1,226) | | Personal Lines | $(1,286) | $(3,532) | $(4,961) | $(2,152) | | Total Underwriting | $(2,021) | $(4,156) | $(6,210) | $(3,378) | | Corporate | $(1,624) | $(196) | $(1,867) | $(268) | | Total segment gain (loss) | $(3,645) | $(4,352) | $(8,077) | $(3,646) | 14. Subsequent Events Confirms that no recognized or unrecognized events requiring adjustment or additional disclosure occurred after the reporting period - The Company evaluated subsequent events through the financial statement issuance date and found no recognized or unrecognized events requiring adjustment or additional disclosure[110] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition and results, highlighting strategic shifts, asset sales, premium trends, and liquidity Recent Developments Highlights key events impacting the company, including asset sales, business model changes, and rating downgrades - The Company completed the sale of Conifer Insurance Services (CIS) on August 30, 2024, disposing of its managing general agency (MGA) and wholesale agency segment, generating $46.6 million in initial cash proceeds and up to $25.0 million in contingent payments, with the first two $5.0 million and $10.0 million payments already received[115][118][119][120] - The CIS sale significantly impacts future revenues, as the Company now relies entirely on underwriting revenues, which have declined, with gross written premiums at $37.2 million for the six months ended June 30, 2025, down from $43.3 million in the prior year[116] - The Company also sold its 50% ownership interest in Sycamore Specialty Underwriters (SSU) for $6.5 million on August 30, 2024, amplifying concentration risk with remaining agency relationships and reducing internal staff to eleven people[123][125][126] - A.M. Best and Kroll downgraded the financial strength ratings of CIC and WPIC in March 2024, leading the Company to withdraw from the rating process, which could negatively impact the ability to market to policyholders and generate underwriting revenues[128][129][186] Business Overview Describes Conifer Holdings, Inc. as an insurance holding company marketing specialty commercial and personal insurance - Conifer Holdings, Inc. is an insurance holding company marketing specialty commercial and personal insurance, authorized as an excess and surplus lines carrier in 44 states and licensed as an admitted carrier in 42 states, primarily offering products in Texas, Illinois, Indiana (homeowners) and Nevada, Michigan (other lines)[130] - The Company's revenues are primarily from earned premiums and investment income, while expenses consist of losses, LAE, commissions, and underwriting/administrative costs, with commercial lines business expected to be minimal and a focus on specialty homeowners following strategic shifts[131][132][133][134] Critical Accounting Policies and Estimates States that no material changes occurred in critical accounting policies and estimating methodologies during the period - No material changes occurred in the Company's critical accounting policies and estimating methodologies during the six months ended June 30, 2025, as disclosed in the Annual Report on Form 10-K[135] Executive Overview Summarizes key financial highlights, including premiums, net income, EPS, and combined ratio for the reporting periods Key Financial Highlights (in thousands, except per share) | Metric | Q2 2025 | Q2 2024 | YTD Q2 2025 | YTD Q2 2024 | | :-------------------- | :------ | :------ | :---------- | :---------- | | Gross Written Premiums | $21,079 | $18,971 | $37,252 | $43,284 | | Net Income (Loss) from Continuing Operations | $2,051 | $(3,728) | $2,573 | $(2,159) |\ | Net Income (Loss) Allocable to Common Shareholders | $2,051 | $(3,950) | $2,573 | $(3,876) |\ | EPS (allocable to common shareholders) | $0.17 | $(0.32) | $0.21 | $(0.32) |\ | Underwriting Combined Ratio | 121.1% | 123.6% | 131.2% | 110.0% | - Gross written premiums increased 11.1% in Q2 2025, driven by a 46.8% increase in personal lines, offsetting a 53.0% decrease in commercial lines[136] - The Company reported net income from continuing operations of $2.1 million ($0.17/share) for Q2 2025, a significant improvement from a $3.7 million net loss ($0.31/share) in Q2 2024[137] Results of Operations for the Three Months Ended June 30, 2025 and 2024 Analyzes the company's financial performance for the three-month periods, focusing on premium, loss, and expense trends Summary of Operating Results (in thousands) | Metric | Q2 2025 | Q2 2024 | $ Change | % Change | | :-------------------------------- | :------ | :------ | :------- | :------- | | Gross written premiums | $21,079 | $18,971 | $2,108 | 11.1% | | Net written premiums | $1,383 | $13,247 | $(11,864) | (89.6)% | | Net earned premiums | $9,564 | $16,666 | $(7,102) | (42.6)% | | Losses and loss adjustment expenses, net | $6,564 | $15,281 | $(8,717) | (57.0)% | | Policy acquisition costs | $2,287 | $3,392 | $(1,105) | (32.6)% | | Operating expenses | $4,368 | $2,422 | $1,946 | 80.3% | | Underwriting gain (loss) | $(3,645) | $(4,352) | $707 | * | | Net income (loss) from continuing operations | $2,051 | $(3,728) | $5,779 | * | | Loss ratio | 68.8% | 91.5% | | | | Expense ratio | 52.3% | 32.1% | | | | Combined ratio | 121.1% | 123.6% | | | - Net written premiums decreased significantly by 89.6% to $1.4 million, primarily due to $16.4 million in premiums ceded under a new 50% quota share agreement for homeowners business effective June 1, 2025, and the continued run-off of commercial lines[152] - The expense ratio increased by 20.2% to 52.3% in Q2 2025, driven by higher commission rates under new producer agreements (especially with SSU) and increased operating expenses as a percentage of lower net earned premiums[156][157][158] Results of Operations for the Six Months Ended June 30, 2025 and 2024 Analyzes the company's financial performance for the six-month periods, focusing on premium, loss, and expense trends Summary of Operating Results (in thousands) | Metric | YTD Q2 2025 | YTD Q2 2024 | $ Change | % Change | | :-------------------------------- | :---------- | :---------- | :------- | :------- | | Gross written premiums | $37,252 | $43,284 | $(6,032) | (13.9)% | | Net written premiums | $12,223 | $28,638 | $(16,415) | (57.3)% | | Net earned premiums | $19,879 | $33,553 | $(13,674) | (40.8)% | | Losses and loss adjustment expenses, net | $15,838 | $25,801 | $(9,963) | (38.6)% | | Policy acquisition costs | $4,964 | $6,552 | $(1,588) | (24.2)% | | Operating expenses | $7,229 | $5,072 | $2,157 | 42.5% | | Underwriting gain (loss) | $(8,077) | $(3,646) | $(4,431) | (121.5)% |\n| Net income (loss) from continuing operations | $2,573 | $(2,159) | $4,732 | * | | Loss ratio | 79.7% | 76.6% | | | | Expense ratio | 51.5% | 33.4% | | | | Combined ratio | 131.2% | 110.0% | | | - Gross written premiums decreased by 13.9% to $37.3 million, primarily due to a 73.2% reduction in commercial lines as they are in run-off, partially offset by a 34.9% increase in personal lines from organic growth in Texas and Midwest low-value dwelling business[166][167][168] - Net losses and LAE decreased by 38.6% to $15.8 million, mainly due to an $8.3 million decrease in current accident year losses from reduced net earned premiums and a $1.6 million decrease in adverse development on prior-year loss reserves[171] - The expense ratio increased by 18.1% to 51.5% for the six months ended June 30, 2025, driven by higher policy acquisition costs due to increased commission rates and a higher proportion of operating expenses relative to significantly lower net earned premiums[174][175][176] Liquidity and Capital Resources Discusses the company's cash position, capital contributions, and statutory capital and surplus levels - As of June 30, 2025, the Company had $58.3 million in cash, cash equivalents, and short-term investments, with the Parent Company (CHI) having $2.2 million in cash and relying on intercompany service fees (currently suspended for 2025), asset sales, capital raises, and contingent consideration payments to meet obligations[180][184][187] - Due to significant losses, the Insurance Company Subsidiaries (CIC, WPIC) lack sufficient capital, leading CHI to contribute $16.0 million (late 2024/early 2025) and an additional $6.5 million (June 2025) to CIC to improve its RBC ratio to approximately 247% as of June 30, 2025, aiming to keep it above 200%[182][184] Cash Flow Summary (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :----------------- | :----------------------------- | :----------------------------- | :----- | | Operating Activities | $(18,016) | $(1,952) | $(16,064) | | Investing Activities | $4,815 | $1,358 | $3,457 | | Financing Activities | $7,500 | $(834) | $8,334 | - Statutory capital and surplus for the Insurance Company Subsidiaries increased to $50.0 million at June 30, 2025, from $41.1 million at December 31, 2024[196] Non-GAAP Financial Measures Explains the use of adjusted operating income as a non-GAAP measure, excluding highly variable items - Adjusted operating income and adjusted operating income per share are non-GAAP measures used to assess performance by excluding highly variable items like net realized investment gains/losses, changes in fair value of equity securities, and net income from discontinued operations[197][199] Adjusted Operating Income (Loss) Reconciliation (in thousands, except per share) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $2,051 | $(3,792) | $2,573 | $(3,561) | | Adjusted operating income (loss) | $(2,070) | $(3,414) | $(5,754) | $(1,888) | | Diluted income (loss) per common share | $0.17 | $(0.31) | $0.21 | $(0.29) | | Adjusted operating income (loss) per share | $(0.17) | $(0.28) | $(0.47) | $(0.15) | Recent Accounting Pronouncements Refers to Note 1 for details on recently issued accounting pronouncements and their potential impact - Refer to Note 1 for detailed information regarding recently issued accounting pronouncements, including ASU 2023-09 (Income Taxes) and ASU 2024-03 (Disaggregation of Income Statement Expenses), which the Company is evaluating for impact[200] Item 3. Quantitative and Qualitative Disclosures about Market Risk This item is not applicable for smaller reporting companies, as indicated by the Company's filing status - This item is not applicable for smaller reporting companies[201] Item 4. Controls and Procedures Management concluded disclosure controls and procedures were effective as June 30, 2025, with no material changes to internal control - The Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[202] - There were no changes in internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting for the three months ended June 30, 2025[203] Part II — Other Information Presents additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings Legal proceedings information is incorporated by reference from Note 12, 'Commitments and Contingencies' - Information required by this item is included under Note 12 ~ Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements[205] Item 1A. Risk Factors No material changes occurred to the risk factors previously disclosed in the Company's Annual Report on Form 10-K - There were no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K filed with the SEC on March 28, 2025[206] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds All unregistered sales of equity securities were previously disclosed on a Form 8-K - All unregistered sales of equity securities were previously disclosed on a Form 8-K[207] Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities - No defaults upon senior securities were reported[208] Item 4. Mine Safety Disclosures This item is not applicable to the Company - This item is not applicable[209] Item 5. Other Information No directors or Section 16 officers adopted or terminated Rule 10b5-1 trading arrangements during Q2 2025 - During the three months ended June 30, 2025, none of the Company's directors or Section 16 officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Conifer securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any 'non-Rule 10b5-1 trading arrangement'[210] Item 6. Exhibits Lists exhibits filed with Form 10-Q, including Section 302 and 906 certifications, and XBRL documents - The exhibits include Section 302 Certifications from the CEO and CFO, Section 906 Certifications from the CEO and CFO, and various inline XBRL documents[213] Signatures Provides the required signatures for the financial report, certifying its accuracy and completeness