UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) | |||||
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For Quarterly Period Ended | |||||
| or | |||||
| | 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:
Kingsway Financial Services Inc.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | ||
| (Address of principal executive offices and zip code) | ||
| 1- | ||
| (Registrant's telephone number, including area code) |
| Securities registered pursuant to Section 12(b) of the Act: |
|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| | |
Indicate by checkmark 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | | Non-accelerated filer ☐ | Smaller Reporting Company | Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The number of shares, including restricted common shares, outstanding of the registrant's common stock as of May 8, 2024 was
| Table Of Contents |
|
| PART I - FINANCIAL INFORMATION |
|
| ITEM 1. FINANCIAL STATEMENTS |
|
| Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 |
|
| Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited) |
|
| Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2024 and 2023 (unaudited) |
|
| Consolidated Statements of Shareholder's Equity for the Three Months Ended March 31, 2024 and 2023 (unaudited) | 6 |
| Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited) |
|
| Notes to Consolidated Financial Statements (unaudited) |
|
| ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
|
| ITEM 4. CONTROLS AND PROCEDURES |
|
| PART II - OTHER INFORMATION |
|
| ITEM 1. LEGAL PROCEEDINGS |
|
| ITEM 1A. RISK FACTORS |
|
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
|
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES |
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| ITEM 4. MINE SAFETY DISCLOSURES |
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| ITEM 5. OTHER INFORMATION |
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| ITEM 6. EXHIBITS |
|
| SIGNATURES |
|
| KINGSWAY FINANCIAL SERVICES INC. |
(in thousands, except share data)
| March 31, 2024 | December 31, 2023 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Investments: | ||||||||
| Fixed maturities, at fair value (amortized cost of $ and $, respectively) | $ | $ | ||||||
| Equity investments, at fair value (cost of $ and $, respectively) | ||||||||
| Limited liability investments | ||||||||
| Limited liability investments, at fair value | ||||||||
| Investments in private companies, at adjusted cost | ||||||||
| Other investments, at cost which approximates fair value (net of allowance of $ and $, respectively) | ||||||||
| Short-term investments, at cost which approximates fair value | ||||||||
| Total investments | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Accrued investment income | ||||||||
| Service fee receivable, net of allowance for credit losses of $ and $, respectively | ||||||||
| Other receivables, net of allowance of $ and $, respectively | ||||||||
| Deferred contract costs | ||||||||
| Income taxes recoverable | ||||||||
| Property and equipment, net of accumulated depreciation of $ and $, respectively | ||||||||
| Right-of-use asset | ||||||||
| Goodwill | ||||||||
| Intangible assets, net of accumulated amortization of $ and $, respectively | ||||||||
| Other assets, net of allowance for credit losses of $ and , respectively | ||||||||
| Assets held for sale | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders' Equity | ||||||||
| Liabilities: | ||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||
| Deferred service fees | ||||||||
| Bank loans | ||||||||
| Subordinated debt, at fair value | ||||||||
| Lease liability | ||||||||
| Net deferred income tax liabilities | ||||||||
| Liabilities held for sale | ||||||||
| Total Liabilities | ||||||||
| Shareholders' Equity: | ||||||||
| Common stock, par value; authorized; and issued at March 31, 2024 and December 31, 2023, respectively; and and outstanding at March 31, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost; and outstanding at March 31, 2024 and December 31, 2023, respectively | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Shareholders' equity attributable to common shareholders | ||||||||
| Noncontrolling interests in consolidated subsidiaries | ( | ) | ( | ) | ||||
| Total Shareholders' Equity | ||||||||
| Total Liabilities and Shareholders' Equity | $ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
| Three months ended March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Revenues: |
||||||||
| Service fee and commission revenue |
$ | $ | ||||||
| Total revenues |
||||||||
| Operating expenses: |
||||||||
| Claims authorized on vehicle service agreements |
||||||||
| Commissions |
||||||||
| Cost of services sold |
||||||||
| General and administrative expenses |
||||||||
| Total operating expenses |
||||||||
| Operating income |
||||||||
| Other revenues (expenses), net: |
||||||||
| Net investment income |
||||||||
| Net realized gains |
||||||||
| Net (loss) gain on equity investments |
( |
) | ||||||
| Loss on change in fair value of limited liability investments, at fair value |
( |
) | ( |
) | ||||
| Loss on change in fair value of derivative asset option contracts |
( |
) | ||||||
| Non-operating other expense |
( |
) | ( |
) | ||||
| Interest expense |
( |
) | ( |
) | ||||
| Amortization of intangible assets |
( |
) | ( |
) | ||||
| Impairment of intangible assets |
( |
) | ||||||
| (Loss) gain on change in fair value of debt |
( |
) | ||||||
| Gain on extinguishment of debt |
||||||||
| Total other (expenses) revenue, net |
( |
) | ||||||
| (Loss) income from continuing operations before income tax expense |
( |
) | ||||||
| Income tax expense |
||||||||
| (Loss) income from continuing operations |
( |
) | ||||||
| Income from discontinued operations, net of taxes |
||||||||
| Loss on disposal of discontinued operations, net of taxes |
( |
) | ||||||
| Net (loss) income |
( |
) | ||||||
| Less: Net income (loss) from continuing operations attributable to noncontrolling interests in consolidated subsidiaries |
( |
) | ||||||
| Less: Dividends on preferred stock |
||||||||
| Net (loss) income attributable to common shareholders |
$ | ( |
) | $ | ||||
| Net (loss) income from continuing operations attributable to common shareholders |
$ | ( |
) | $ | ||||
| Net (loss) income from discontinued operations attributable to common shareholders |
( |
) | ||||||
| Net (loss) income attributable to common shareholders |
$ | ( |
) | $ | ||||
| Basic (loss) earnings per share attributable to common shareholders: |
||||||||
| Continuing operations |
$ | ( |
) | $ | ||||
| Discontinued operations |
$ | ( |
) | $ | ||||
| Basic (loss) earnings per share - net (loss) income attributable to common shareholders |
$ | ( |
) | $ | ||||
| Diluted (loss) earnings per share attributable to common shareholders: |
||||||||
| Continuing operations |
$ | ( |
) | $ | ||||
| Discontinued operations |
$ | ( |
) | $ | ||||
| Diluted (loss) earnings per share - net (loss) income attributable to common shareholders |
$ | ( |
) | $ | ||||
| Weighted-average shares outstanding (in ‘000s): |
||||||||
| Basic: |
||||||||
| Diluted: |
||||||||
See accompanying notes to unaudited consolidated financial statements.
Consolidated Statements of Comprehensive (Loss) Income
(in thousands)
(Unaudited)
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Other comprehensive loss, net of taxes(1): | ||||||||
| Unrealized (losses) gains on available-for-sale investments: | ||||||||
| Unrealized (losses) gains arising during the period | ( | ) | ||||||
| Reclassification adjustment for amounts included in net (loss) income | ( | ) | ( | ) | ||||
| Change in fair value of debt attributable to instrument-specific credit risk: | ||||||||
| Unrealized gains (losses) arising during the period | ( | ) | ||||||
| Reclassification adjustment for amounts included in net (loss) income | ( | ) | ||||||
| Other comprehensive loss, net of taxes(1): | ( | ) | ( | ) | ||||
| Comprehensive (loss) income | ( | ) | ||||||
| Less: comprehensive income attributable to noncontrolling interests in consolidated subsidiaries | ||||||||
| Comprehensive (loss) income attributable to common shareholders | $ | ( | ) | $ | ||||
(1) Net of income tax expense of $0 for the three months ended March 31, 2024 and March 31, 2023.
See accompanying notes to unaudited consolidated financial statements.
Consolidated Statements of Shareholders' Equity
(in thousands, except share data)
| Three Months Ended March 31, 2024 |
||||||||||||||||||||||||||||||||||||
| Common Stock |
Additional Paid-in Capital |
Treasury Stock |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Shareholders' Equity Attributable to Common Shareholders |
Noncontrolling Interests in Consolidated Subsidiaries |
Total Shareholders' Equity |
|||||||||||||||||||||||||||||
| Shares |
Amount |
|||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||||||||
| Vesting of restricted stock awards |
||||||||||||||||||||||||||||||||||||
| Tax withholding related to net share settlement of restricted stock awards |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
| Net (loss) income |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Repurchases of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
| Other comprehensive loss |
— | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||||
| Three Months Ended March 31, 2023 |
||||||||||||||||||||||||||||||||||||
| Common Stock |
Additional Paid-in Capital |
Treasury Stock |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Shareholders' Equity Attributable to Common Shareholders |
Noncontrolling Interests in Consolidated Subsidiaries |
Total Shareholders' Equity |
|||||||||||||||||||||||||||||
| Shares |
Amount |
|||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | $ | $ | ||||||||||||||||||||||||
| Conversion of redeemable Class A preferred stock to common stock |
||||||||||||||||||||||||||||||||||||
| Exercise of Series B warrants |
||||||||||||||||||||||||||||||||||||
| Net income (loss) |
— | ( |
) | |||||||||||||||||||||||||||||||||
| Preferred stock dividends |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Distributions to noncontrolling interest holders |
— | ( |
) | ( |
) | |||||||||||||||||||||||||||||||
| Other comprehensive (loss) income |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ||||||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash provided by (used in): | ||||||||
| Operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||||
| Income from discontinued operations, net of taxes | ( | ) | ( | ) | ||||
| Loss on disposal of discontinued operations, net of taxes | ||||||||
| Equity in net loss of limited liability investments | ||||||||
| Depreciation and amortization expense | ||||||||
| Stock-based compensation expense | ||||||||
| Net realized gains | ( | ) | ( | ) | ||||
| Loss (gain) on change in fair value of equity investments | ( | ) | ||||||
| Loss on change in fair value of limited liability investments, at fair value | ||||||||
| Impairment of intangible assets | ||||||||
| Loss (gain) on change in fair value of debt | ( | ) | ||||||
| Loss on change in fair value of derivatives | ||||||||
| Loss on change in fair value of contingent consideration | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Amortization of fixed maturities premiums and discounts | ( | ) | ||||||
| Gain on extinguishment of debt | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Service fee receivable, net | ( | ) | ( | ) | ||||
| Other receivables, net | ||||||||
| Deferred contract costs | ( | ) | ( | ) | ||||
| Other assets | ||||||||
| Deferred service fees | ( | ) | ||||||
| Other, net | ( | ) | ( | ) | ||||
| Cash provided by (used in) operating activities - continuing operations | ( | ) | ||||||
| Cash provided by operating activities - discontinued operations | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Investing activities: | ||||||||
| Proceeds from sales and maturities of fixed maturities | ||||||||
| Proceeds from sales of equity investments | ||||||||
| Purchases of fixed maturities | ( | ) | ( | ) | ||||
| Net proceeds from limited liability investments | ||||||||
| Net proceeds from limited liability investments, at fair value | ||||||||
| Net proceeds from investments in private companies | ||||||||
| Net proceeds from other investments and short-term investments | ||||||||
| Net purchases of property and equipment | ( | ) | ( | ) | ||||
| Cash (used in) provided by investing activities - continuing operations | ( | ) | ||||||
| Cash used in investing activities - discontinued operations | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Cash paid for repurchase of common stock | ( | ) | ||||||
| Distributions to noncontrolling interest holders | ( | ) | ||||||
| Principal proceeds from bank loans, net of debt issuance costs of $ | ||||||||
| Principal payments on bank loans | ( | ) | ( | ) | ||||
| Purchase of subordinated debt | ( | ) | ||||||
| Payment of debt issuance costs | ( | ) | ||||||
| Cash provided by (used in) financing activities - continuing operations | ( | ) | ||||||
| Cash used in financing activities - discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash from continuing operations | ( | ) | ||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||
| Less: cash and cash equivalents and restricted cash of discontinued operations | ||||||||
| Cash and cash equivalents and restricted cash of continuing operations at beginning of period | ||||||||
| Cash and cash equivalents and restricted cash of continuing operations at end of period | $ | $ | ||||||
| (in thousands) |
March 31, |
|||||||
| 2024 |
2023 |
|||||||
| Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: |
||||||||
| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash |
||||||||
| Cash and cash equivalents and restricted cash per statements of cash flows |
$ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
NOTE 1 BUSINESS
Kingsway Financial Services Inc. (the "Company" or "Kingsway") was incorporated under the Business Corporations Act (Ontario) on September 19, 1989. Effective December 31, 2018, the Company changed its jurisdiction of incorporation from the province of Ontario, Canada, to the State of Delaware. Kingsway is a holding company with operating subsidiaries located in the United States. The Company owns or controls subsidiaries primarily in the extended warranty and business services industries.
NOTE 2 BASIS OF PRESENTATION
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements of the Company. In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the year.
The accompanying unaudited consolidated interim financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and footnotes included within our Annual Report on Form 10-K ("2023 Annual Report") for the year ended December 31, 2023.
The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries, as well as certain variable interest entities as further described in Note 6, "Variable Interest Entities," to the consolidated financial statements in the 2023 Annual Report. All material intercompany transactions and balances have been eliminated in consolidation.
The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined.
The critical accounting estimates and assumptions in the accompanying unaudited consolidated interim financial statements include, but are not limited to, revenue recognition; valuation of fixed maturities and equity investments; impairment assessment of investments; valuation of limited liability investments, at fair value; valuation of deferred income taxes; accounting for business combinations; contingent considerations; valuation and impairment assessment of intangible assets; goodwill recoverability; deferred contract costs; fair value assumptions for subordinated debt obligations; fair value assumptions for subsidiary stock-based compensation awards; and fair value assumptions for derivative financial instruments.
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes to our significant accounting policies as reported in our 2023 Annual Report.
NOTE 4 RECENTLY ISSUED ACCOUNTING STANDARDS
(a) Adoption of New Accounting Standards:
Effective January 1, 2024, the Company adopted ASU 2023-02, Investments Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. These amendments allow reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits. The adoption of ASU 2023-02 did not have an impact on the Company's consolidated financial statements.
(b) Accounting Standards Not Yet Adopted:
In March 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU 2023-09 is effective for public companies with annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative issued in August 2018 ("ASU 2023-06"), which amends U.S. GAAP to reflect updates and simplifications to certain disclosure requirements referred to FASB by the SEC. The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into Codification. Some of the amendments represent clarifications to, or technical corrections of, the current requirements. ASU 2023-06 could move certain disclosures from the nonfinancial portions of SEC filings to the financial statement notes. Each amendment in ASU 2023-06 will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulation by June 30, 2027. No amendments were effective at March 31, 2024. The Company is currently evaluating the impact of the adoption of the new standard but does not expect a significant impact on its consolidated financial statements.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. ASU 2023-07 is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024. Although the Company continues to evaluate the impact of adopting this new accounting standard, the amendments are disclosure-related and should not have a material impact on the Company's consolidated financial statements.
In March 2024, the FASB issued ASU 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements ("ASU 2024-02"). ASU 2024-02 amends the Codification to remove references to various concepts statements and impacts a variety of topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance, but in most instances the references removed are extraneous and not required to understand or apply the guidance. Generally, the amendments in ASU 2024-02 are not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective January 1, 2025. The Company does not expect ASU 2024-02 to have a significant impact on its consolidated financial statements.
NOTE 5 ACQUISITIONS AND DISCONTINUED OPERATIONS
| (a) | Business Combinations |
Systems Products International, Inc.
On September 7, 2023, the Company acquired
This acquisition was accounted for as a business combination using the acquisition method of accounting. The purchase price was provisionally allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition and are subject to adjustment during a measurement period subsequent to the acquisition date, not to exceed one year as permitted under U.S. GAAP. The Company expects to complete its purchase price allocation during the first half of 2024. These estimates, allocations and calculations are subject to change as we obtain further information; therefore, the final fair values of the assets acquired and liabilities assumed could change from the estimates included in these consolidated financial statements.
The Company records measurement period adjustments in the period in which the adjustments occur. During the three months ended March 31, 2024, the Company recorded a measurement period adjustment that increased goodwill by $
The following table summarizes the preliminary estimated allocation of the SPI assets acquired and liabilities assumed at the date of acquisition:
| (in thousands) | ||||
| September 7, 2023 | ||||
| Cash and cash equivalents | $ | |||
| Restricted cash | ||||
| Service fee receivable | ||||
| Goodwill | ||||
| Intangible asset not subject to amortization - trade name | ||||
| Intangible asset subject to amortization - customer relationships | ||||
| Intangible asset subject to amortization - developed technology | ||||
| Other assets | ||||
| Total assets | $ | |||
| Accrued expenses and other liabilities | $ | |||
| Deferred service fees | ||||
| Net deferred income tax liabilities | ||||
| Total liabilities | $ | |||
| Purchase price | $ | |||
KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2024
Digital Diagnostics Imaging, Inc.
On October 26, 2023, the Company acquired
The following table summarizes the preliminary estimated allocation of the DDI assets acquired and liabilities assumed at the date of acquisition:
| (in thousands) | ||||
| October 26, 2023 | ||||
| Cash and cash equivalents | $ | |||
| Service fee receivable | ||||
| Property and equipment, net | ||||
| Right-of-use asset | ||||
| Goodwill | ||||
| Intangible asset not subject to amortization - trade name | ||||
| Intangible asset subject to amortization - customer relationships | ||||
| Other assets | ||||
| Total assets | $ | |||
| Accrued expenses and other liabilities | $ | |||
| Income taxes payable | ||||
| Lease liability | ||||
| Net deferred income tax liabilities | ||||
| Total liabilities | $ | |||
| Purchase price | $ | |||
| (b) | Discontinued Operations |
Leased Real Estate Segment
The Company’s subsidiaries, VA Lafayette, LLC ("VA Lafayette") and CMC Industries Inc. ("CMC"), which includes CMC’s subsidiaries Texas Rail Terminal LLC and TRT Leaseco, LLC ("TRT"), comprised the Company's entire Leased Real Estate segment prior to the fourth quarter of 2022. Each of CMC, through indirect wholly owned subsidiary, TRT, and VA Lafayette own a single asset, which is real estate property. On December 29, 2022, TRT sold its assets and at December 31, 2022, VA Lafayette was classified as held for sale.
In accordance with ASU No. 2014-08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal is categorized as a discontinued operation if the disposal group is a component of an entity or group of components that meets the held for sale criteria, is disposed of by sale, or is disposed of other than by sale, and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results.
Leased Real Estate is a component of Kingsway since its operations and cash flows can be clearly distinguished, both operationally and for financial reporting purposes, from the rest of the reporting entity. A component of an entity may consist of multiple disposal groups and does not need to be disposed of in a single transaction. The disposal of the Leased Real Estate segment represents a strategic shift that will have a major effect on the Company's operations and financial results, as the disposal of the Leased Real Estate assets was in excess of 20% of the entity's total assets. As a result, the assets, liabilities, operating results and cash flows related to Leased Real Estate have been classified as discontinued operations in the consolidated financial statements for all periods presented.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
VA Lafayette
During the fourth quarter of 2022, the Company began executing a plan to sell its subsidiary, VA Lafayette. VA Lafayette owns the LA Real Property, that is subject to a long-term lease and the LA Mortgage. During the second quarter of 2024, the Company entered into a letter of intent for the sale of VA Lafayette. As part of recognizing the business as held for sale, the Company is required to measure VA Lafayette at the lower of its carrying amount or fair value less cost to sell. As a result of this analysis, during the first quarter of 2024, the Company recognized an estimated non-cash, loss on disposal of $
As discussed above, VA Lafayette is part of the Leased Real Estate disposal group. In conjunction with the sale of the CMC Real Property on December 29, 2022, the sale of the Leased Real Estate's assets represents a strategic shift that will have a major effect on the Company's operations and financial results. As a result, VA Lafayette has been classified as a discontinued operation and the results of its operations are reported separately for all periods presented. The assets and liabilities of VA Lafayette are presented as held for sale in the consolidated balance sheets at March 31, 2024 and December 31, 2023.
Summary financial information for Leased Real Estate included in income from discontinued operations, net of taxes in the unaudited consolidated statements of operations for the three months ended March 31, 2024 and March 31, 2023 is presented below:
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Income from discontinued operations, net of taxes: | ||||||||
| Revenues: | ||||||||
| Rental revenue | $ | $ | ||||||
| Total revenues | ||||||||
| Expenses: | ||||||||
| Cost of services sold | ||||||||
| General and administrative expenses | ||||||||
| Leased real estate segment interest expense | ||||||||
| Total expenses | ||||||||
| Non-operating other revenue | ||||||||
| Income from discontinued operations before income tax expense | ||||||||
| Income tax expense | ||||||||
| Income from discontinued operations, net of taxes | $ | $ | ||||||
For the three months ended March 31, 2024 and March 31, 2023, all of the pre-tax income from discontinued operations disclosed in the table above is attributable to the controlling interest.
The carrying amounts of the major classes of assets and liabilities of Leased Real Estate presented as held for sale at March 31, 2024 and December 31, 2023 are as follows:
| (in thousands) | March 31, 2024 | December 31, 2023 | ||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other receivables, net | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Loss on write-down of disposal group | ( | ) | ( | ) | ||||
| Assets held for sale | $ | $ | ||||||
| Liabilities | ||||||||
| Accrued expenses and other liabilities | $ | $ | ||||||
| Notes payable | ||||||||
| Liabilities held for sale | $ | $ | ||||||
Loss on disposal of discontinued operations, net of taxes, related to Leased Real Estate, in the unaudited consolidated statement of operations for the three months ended March 31, 2024 is comprised of $
KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2024
NOTE 6 INVESTMENTS
The amortized cost, gross unrealized gains and losses included in accumulated other comprehensive loss,and estimated fair value of the Company's available-for-sale investments at March 31, 2024 and December 31, 2023 are summarized in the tables shown below:
| (in thousands) | March 31, 2024 | |||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
| Fixed maturities: | ||||||||||||||||
| U.S. government, government agencies and authorities | $ | $ | $ | $ | ||||||||||||
| States, municipalities and political subdivisions | ||||||||||||||||
| Mortgage-backed | ||||||||||||||||
| Asset-backed | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total fixed maturities | $ | $ | $ | $ | ||||||||||||
| (in thousands) | December 31, 2023 | |||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
| Fixed maturities: | ||||||||||||||||
| U.S. government, government agencies and authorities | $ | $ | $ | $ | ||||||||||||
| States, municipalities and political subdivisions | ||||||||||||||||
| Mortgage-backed | ||||||||||||||||
| Asset-backed | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total fixed maturities | $ | $ | $ | $ | ||||||||||||
The table below summarizes the Company's fixed maturities at March 31, 2024 by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of these obligations.
| (in thousands) | March 31, 2024 | |||||||||
| Amortized Cost | Estimated Fair Value | |||||||||
| Due in one year or less | $ | $ | ||||||||
| Due after one year through five years | ||||||||||
| Due after five years through ten years | ||||||||||
| Due after ten years | ||||||||||
| Total | $ | $ | ||||||||
The following tables highlight the aggregate unrealized loss position, by security type, of available-for-sale investments in unrealized loss positions where
| (in thousands) | March 31, 2024 | |||||||||||||||||||||||
| Less than 12 Months | Greater than 12 Months | Total | ||||||||||||||||||||||
| Estimated Fair Value | Unrealized Loss | Estimated Fair Value | Unrealized Loss | Estimated Fair Value | Unrealized Loss | |||||||||||||||||||
| Fixed maturities: | ||||||||||||||||||||||||
| U.S. government, government agencies and authorities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| States, municipalities and political subdivisions | ||||||||||||||||||||||||
| Mortgage-backed | ||||||||||||||||||||||||
| Asset-backed | ||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||
| Total fixed maturities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2024
| (in thousands) | December 31, 2023 | |||||||||||||||||||||||
| Less than 12 Months | Greater than 12 Months | Total | ||||||||||||||||||||||
| Estimated Fair Value | Unrealized Loss | Estimated Fair Value | Unrealized Loss | Estimated Fair Value | Unrealized Loss | |||||||||||||||||||
| Fixed maturities: | ||||||||||||||||||||||||
| U.S. government, government agencies and authorities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| States, municipalities and political subdivisions | ||||||||||||||||||||||||
| Mortgage-backed | ||||||||||||||||||||||||
| Asset-backed | ||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||
| Total fixed maturities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
At March 31, 2024 and December 31, 2023, there are approximately
The Company did not record any write-downs for impairment related to investments for the three months ended March 31, 2024 and March 31, 2023.
The Company does not have any exposure to subprime mortgage-backed investments.
Limited liability investments include investments in limited liability companies and limited partnerships. The Company's interests in these investments are not deemed minor and, therefore, are accounted for under the equity method of accounting. The most recently available financial statements are used in applying the equity method. The difference between the end of the reporting period of the limited liability entities and that of the Company is no more than three months. As of March 31, 2024 and December 31, 2023, the carrying value of limited liability investments totaled $
Limited liability investment, at fair value represents the underlying investments of the Company’s consolidated entity Argo Holdings Fund I, LLC ("Argo Holdings"). As of March 31, 2024 and December 31, 2023, the carrying value of the Company's limited liability investment, at fair value was $
Investments in private companies consist of convertible preferred stocks and notes in privately owned companies and investments in limited liability companies in which the Company’s interests are deemed minor. The Company's investments in private companies do have readily determinable fair values. The Company has elected to record investments in private companies at cost, adjusted for observable price changes and impairments. As of March 31, 2024 and December 31, 2023, the carrying value of the Company's investments in private companies totaled $
The Company performs a quarterly impairment analysis of its investments in private companies. As a result of the analysis performed, the Company did not record any impairments related to investments in private companies for the three months ended March 31, 2024 and March 31, 2023.
Net investment income for the three months ended March 31, 2024 and March 31, 2023 is comprised as follows:
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Investment income: | ||||||||
| Interest from fixed maturities | $ | $ | ||||||
| Dividends | ||||||||
| Loss from limited liability investments | ( | ) | ( | ) | ||||
| Other | ||||||||
| Gross investment income | ||||||||
| Investment expenses | ( | ) | ( | ) | ||||
| Net investment income | $ | $ | ||||||
KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2024
Net realized gains on investments for the three months ended March 31, 2024 and March 31, 2023 are comprised as follows:
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Available-for-sale fixed maturities: | ||||||||
| Gross realized gains | $ | $ | ||||||
| Gross realized losses | ||||||||
| Net realized gains on available-for-sale fixed maturities | ||||||||
| Limited liability investments | ||||||||
| Limited liability investments, at fair value | ||||||||
| Investments in private companies | ||||||||
| Net realized gains | $ | $ | ||||||
Net (loss) gain on equity investments for the three months ended March 31, 2024 and March 31, 2023 is comprised as follows:
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Net losses recognized on equity investments sold during the period | $ | ( | ) | $ | ||||
| Change in net unrealized gains recognized on equity investments held at end of the period | ||||||||
| Net (loss) gain on equity investments | $ | ( | ) | $ | ||||
Prior to the second quarter of 2023, the Company held
NOTE 7 GOODWILL
The following table summarizes the goodwill activity for the three months ended March 31, 2024:
| (in thousands) | Extended Warranty | Kingsway Search Xcelerator | Corporate | Total | ||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ||||||||||||
| Measurement period adjustments | ||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ||||||||||||
As further discussed in Note 5, "Acquisitions and Discontinued Operations," during the first quarter of 2024, the Company recorded measurement period adjustments, related to acquisitions of SPI and DDI, that increased goodwill by $
Goodwill is assessed for impairment annually as of November 30, or more frequently if events or circumstances indicate that the carrying value may not be recoverable. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of the goodwill impairment charge, or both.
NOTE 8 INTANGIBLE ASSETS
Intangible assets at March 31, 2024 and December 31, 2023 are comprised as follows:
| (in thousands) | March 31, 2024 | |||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Accumulated Impairment Losses | Net Carrying Value | |||||||||||||
| Intangible assets subject to amortization: | ||||||||||||||||
| Database | $ | $ | $ | $ | ||||||||||||
| Vehicle service agreements in-force | ||||||||||||||||
| Customer relationships | ||||||||||||||||
| Developed technology | ||||||||||||||||
| Intangible assets not subject to amortization: | ||||||||||||||||
| Trade names | — | |||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
| (in thousands) | December 31, 2023 | |||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||
| Intangible assets subject to amortization: | ||||||||||||
| Database | $ | $ | $ | |||||||||
| Vehicle service agreements in-force | ||||||||||||
| Customer relationships | ||||||||||||
| Developed technology | 600 | 18 | 582 | |||||||||
| Intangible assets not subject to amortization: | ||||||||||||
| Trade names | — | |||||||||||
| Total | $ | $ | $ | |||||||||
The Company's other intangible assets with definite useful lives are amortized either based on the patterns in which the economic benefits of the intangible assets are expected to be consumed or using the straight-line method over their estimated useful lives, which range from to
The trade names intangible assets have indefinite useful lives and are not amortized. Indefinite-lived intangible assets are assessed for impairment annually as of November 30, or more frequently if events or circumstances indicate that the carrying value may not be recoverable. The Company may perform its impairment test for any indefinite-lived intangible asset through a qualitative assessment or elect to proceed directly to a quantitative impairment test, however, the Company may resume a qualitative assessment in any subsequent period if facts and circumstances permit.
At March 31, 2024, the Company determined that certain trade names should be further examined under a quantitative approach. Based upon this assessment, the Company recorded an impairment charge of $
NOTE 9 PROPERTY AND EQUIPMENT
| (in thousands) | March 31, 2024 | |||||||||||
| Cost | Accumulated Depreciation | Carrying Value | ||||||||||
| Leasehold improvements | ||||||||||||
| Furniture and equipment | ||||||||||||
| Computer hardware | ||||||||||||
| Medical equipment | ||||||||||||
| Total | $ | $ | $ | |||||||||
| (in thousands) | December 31, 2023 | |||||||||||
| Cost | Accumulated Depreciation | Carrying Value | ||||||||||
| Leasehold improvements | ||||||||||||
| Furniture and equipment | ||||||||||||
| Computer hardware | ||||||||||||
| Medical equipment | ||||||||||||
| Total | $ | $ | $ | |||||||||
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
NOTE 10 DERIVATIVES
| (a) | Interest rate swap |
On April 1, 2021, the Company entered into an interest rate swap agreement with CIBC Bank USA to convert the variable London interbank offered interest rate for three-month U.S. dollar deposits ("LIBOR") interest rate on a portion of its 2020 KWH Loan (as defined below in Note 11, "Debt,") to a fixed interest rate of
The purpose of this interest rate swap, which was not designated as a cash flow hedge, was to reduce the Company's exposure to variability in cash flows from interest payments attributable to fluctuations in the variable interest rate associated with the 2020 KWH Loan. The Company had not elected hedge accounting for the interest rate swap. The interest rate swap was recorded in the consolidated balance sheets at fair value with changes in fair value recorded in the consolidated statements of operations.
| (b) | Trust preferred debt repurchase options |
On August 2, 2022, the Company entered into an agreement with a holder of four of the trust preferred debt instruments ("TruPs") that gave the Company the option to repurchase up to
Until the earlier of (i) the date that all four of the preferred debt instruments have been repurchased and (ii) the nine month anniversary of the agreement ( "May Termination Date"), all interest on the four preferred debt instruments continued to accrue. However, with respect to TruPs that were repurchased prior to the May Termination Date, the amount of interest accrued during the term of the agreement was treated as an offset and reduced the repurchase price for such TruPs. The Company had no obligation to pay any such accrued interest with respect to any of the TruPs that were repurchased prior to the May Termination Date.
The Company paid approximately $
On September 20, 2022, the Company entered into an additional agreement with the same party to the August 2, 2022 agreement that gave the Company the option to repurchase up to
On September 26, 2022, the Company entered into an agreement with a holder of a portion of one of the TruPs that gave the Company the option to repurchase up to
Until the earlier of (i) the date that all of the preferred debt instrument has been repurchased and (ii) the May Termination Date, all interest on the preferred debt instrument continued to accrue. However, with respect to TruPs that were repurchased prior to the May Termination Date, the amount of interest accrued during the term of the agreement was treated as an offset and reduce the repurchase price for such TruPs. The Company had no obligation to pay any such accrued interest with respect to the TruPs that were repurchased prior to the May Termination Date.
The Company paid approximately $
In February 2023, the Company entered into amendments to the repurchase agreements described above that gave the Company an additional discount on the total repurchase price if the Company effected a
The August Option, September 20 Option and September 26 Options (collectively "the TruPs Options") are derivative contracts. The Company's accounting policies do not apply hedge accounting treatment to derivative instruments. The TruPs options were recorded in the at fair value with changes in fair value recorded in the unaudited . See Note 20, "Fair Value of Financial Instruments," for further discussion.
During the three months ended March 31, 2023, the Company recognized a loss on change in fair value of the TruPs Options contracts of $
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
NOTE 11 DEBT
Debt consists of the following instruments at March 31, 2024 and December 31, 2023:
| (in thousands) | March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| Principal | Carrying Value | Fair Value | Principal | Carrying Value | Fair Value | |||||||||||||||||||
| Bank loan: | ||||||||||||||||||||||||
| 2021 Ravix Loan | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2022 Ravix Loan | ||||||||||||||||||||||||
| SNS Loan | ||||||||||||||||||||||||
| DDI Loan | ||||||||||||||||||||||||
| 2020 KWH Loan | ||||||||||||||||||||||||
| Total bank loans | ||||||||||||||||||||||||
| Subordinated debt | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Subordinated debt mentioned above consists of the following trust preferred debt instrument at March 31, 2024 and December 31, 2023:
| Issuer | Principal (in thousands) | Issue date | Interest | Redemption date | |||||
| Kingsway DE Statutory Trust III |
| 5/22/2003 |
|
|
The 2021 Ravix Loan has an annual interest rate equal to the greater of the Pr ime Rate plus
Subsequent to the acquisition of CSuite Financial Partners, LLC ("CSuite") on November 1, 2022, CSuite became a wholly owned subsidiary of Ravix LLC. As a result of the acquisition of CSuite, on November 16, 2022, the 2021 Ravix Loan was amended to: (1) include CSuite as a borrower; (2) borrow an additional principal amount of $
The Company also recorded as a discount to the carrying value of the 2022 Ravix Loan issuance costs of $
The 2022 Ravix Loan and the 2021 Ravix Loan were not deemed to be substantially different; therefore, the 2022 Ravix Loan is accounted for as a modification of the 2021 Ravix Loan and a new effective interest rate was determined based on the carrying amount of the 2021 Ravix Loan. The issuance costs related to the 2022 Ravix Loan, along with the existing unamortized issuance costs from the 2021 Ravix Loan, are being amortized over the remaining term of the 2022 Ravix Loan using the effective interest rate.
The fair values of the 2021 Ravix Loan and the 2022 Ravix Loan disclosed in the table above is derived from quoted market prices of B and BB minus rated industrial bonds with similar maturities and is categorized within Level 2 of the fair value hierarchy. The 2021 Ravix Loan and the 2022 Ravix Loan are secured by certain of the equity interests and assets of Ravix and CSuite.
The 2021 Ravix Loan and the 2022 Ravix Loan contains a number of covenants, including, but not limited to, a leverage ratio and a fixed charge ratio, all of which are as defined in and calculated pursuant to the 2021 Ravix Loan and 2022 Ravix Loan that, among other things, restrict Ravix and CSuite’s ability to incur additional indebtedness, create liens, make dividends and distributions, engage in mergers, acquisitions and consolidations, make certain payments and investments and dispose of certain assets.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
SNS
As part of the asset acquisition of Secure Nursing Service, Inc. on November 18, 2022, the Company formed Secure Nursing Service LLC ("SNS"), who became a wholly owned subsidiary of Pegasus Acquirer Holdings LLC ("Pegasus LLC"), and together they borrowed from a bank a principal amount of $
The Company also recorded as a discount to the carrying value of the SNS Loan issuance costs of $
The SNS Loan contains a number of covenants, including, but not limited to, a leverage ratio and a fixed charge ratio and limits on annual capital expenditures, all of which are as defined in and calculated pursuant to the SNS Loan that, among other things, restrict SNS’s ability to incur additional indebtedness, create liens, make dividends and distributions, engage in mergers, acquisitions and consolidations, make certain payments and investments and dispose of certain assets. At March 31, 2024 SNS is in default under the SNS Loan due to debt covenant violations related to the leverage and fixed charge ratios. The Company has received an amendment to the SNS Loan that waives the events of default for the fiscal quarter ended March 31, 2024. As of the report date, there is some uncertainty as to whether the Company will be in compliance with the covenants in future periods, and if not, when the Company will be able to cure any potential violations. A default may permit the lender to declare the amounts owed under the SNS Loan immediately due and payable, exercise their rights with respect to collateral securing the obligation, and/or exercise any other rights and remedies available.
DDI
As part of the asset acquisition of DDI on October 26, 2023, DDI became a wholly owned subsidiary of DDI Acquisition, LLC ("DDI LLC"), and together they borrowed from a bank a principal amount of $
The Company also recorded as a discount to the carrying value of the DDI Loan issuance costs of $
The DDI Loan contains a number of covenants, including, but not limited to, a senior leverage ratio and a fixed charge ratio and limits on annual capital expenditures, all of which are as defined in and calculated pursuant to the DDI Loan that, among other things, restrict DDI’s ability to incur additional indebtedness, create liens, make dividends and distributions, engage in mergers, acquisitions and consolidations, make certain payments and investments and dispose of certain assets.
KWH
In 2019, the Company formed Kingsway Warranty Holdings LLC ("KWH"), whose subsidiaries include IWS Acquisition Corporation ("IWS"), Geminus Holdings Company, Inc. ("Geminus") and Trinity Warranty Solutions LLC ("Trinity"). As part of the acquisition of PWI Holdings, Inc. ("PWI") on December 1, 2020, PWI became a wholly owned subsidiary of KWH, which borrowed a principal amount of $
On February 28, 2023, KWH entered into a second amendment to the 2020 KWH Loan (the “KWH DDTL”) that provides for an additional delayed draw term loan in the principal amount of up to $
The carrying values at March 31, 2024 and December 31, 2023 includes $
The Company also recorded as a discount to the carrying value of the 2020 KWH Loan issuance costs of $
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
The 2020 KWH Loan contains a number of covenants, including, but not limited to, a leverage ratio, a fixed charge ratio and limits on annual capital expenditures, all of which are as defined in and calculated pursuant to the 2020 KWH Loan that, among other things, restrict KWH’s ability to incur additional indebtedness, create liens, make dividends and distributions, engage in mergers, acquisitions and consolidations, make certain payments and investments and dispose of certain assets.
(b) Subordinated debt:
Between December 4, 2002 and December 16, 2003, six subsidiary trusts of the Company issued $
The subordinated debt, or TruPs, is carried in the consolidated balance sheets at fair value. See Note 20, "Fair Value of Financial Instruments," for further discussion of the subordinated debt. The portion of the change in fair value of subordinated debt related to the instrument-specific credit risk is recognized in other comprehensive (loss) income.
Of the $
In February 2023, the Company entered into amendments to the trust preferred option repurchase agreements described in Note 10, "Derivatives," that would give the Company an additional discount on the total repurchase price of the TruPs if the Company effected a 100% repurchase on or before March 15, 2023. On March 2, 2023, the Company gave notice to the holders of five of its TruPs that it intended to exercise its options to repurchase 100% of the principal. On March 22, 2023, the Company completed the repurchases of the five TruPs using available funds from working capital to fund the repurchases. The total amount paid for the five TruPs was $
The unaudited consolidated statements of comprehensive (loss) income for the three months ended March 31, 2023 includes a reclassification adjustment of $
During the third quarter of 2018, the Company gave notice to its Trust Preferred trustees of its intention to exercise its voluntary right to defer interest payments for up to 20 quarters, pursuant to the contractual terms of its outstanding Trust Preferred indentures, which permit interest deferral. This action does not constitute a default under the Company's Trust Preferred indentures or any of its other debt indentures. In order to execute the TruPs repurchases described above, on March 13, 2023, the Company paid $
The agreement governing the remaining subordinated debt contains a number of covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, make dividends and distributions, and make certain payments in respect of the Company’s outstanding securities.
NOTE 12 LEASES
The Company has operating leases for office space that include fixed base rent payments, as well as variable rent payments to reimburse the landlord for operating expenses and taxes. The Company’s variable lease payments do not depend on a published index or rate, and therefore, are expensed as incurred. The Company includes only fixed payments for lease components in the measurement of the right-of-use asset and lease liability. There are no residual value guarantees.
Operating lease costs and variable lease costs included in general and administrative expenses for the three months ended March 31, 2024 were $
The annual maturities of lease liabilities as of March 31, 2024 were as follows:
| (in thousands) | Lease Commitments | |||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 and thereafter | ||||
| Total undiscounted lease payments | ||||
| Imputed interest | ||||
| Total lease liabilities | $ | |||
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
The weighted-average remaining lease term for our operating leases was
NOTE 13 REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from contracts with customers relates to the Extended Warranty and Kingsway Search Xcelerator segments and includes: vehicle service agreement fees, guaranteed asset protection products ("GAP") commissions, maintenance support service fees, warranty product commissions, business services consulting revenue, healthcare services revenue and software license and support revenue. Revenue is based on terms of various agreements with credit unions, consumers and businesses. Customers either pay in full at the inception of a warranty contract or commission product sale, or when consulting, healthcare and software license and support services are billed, or on terms subject to the Company’s customary credit reviews.
The following table disaggregates revenues from contracts with customers by revenue type:
| (in thousands) | Three months ended March 31, | |||||||||
| 2024 | 2023 | |||||||||
| Vehicle service agreement fees and GAP commissions | IWS, Geminus and PWI | $ | $ | |||||||
| Maintenance support service fees | Trinity | $ | ||||||||
| Warranty product commissions | Trinity | |||||||||
| Business services consulting fees | Ravix and Csuite | |||||||||
| Healthcare services fees | SNS and DDI | |||||||||
| Software license and support fees | SPI | |||||||||
| Service fee and commission revenue | $ | $ | ||||||||
Vehicle service agreement fees include the fees collected to cover the costs of future automobile mechanical breakdown claims and the associated administration of those claims. Vehicle service agreement fees are earned over the duration of the vehicle service agreement contracts as the single performance obligation is satisfied. Vehicle service agreement fees are initially recorded as deferred service fees with revenues recognized over the term of the contract based on the proportion of expected claims to total overall claims to be incurred over the life of the contract. The Company believes this reasonably represents the transfer of services to the vehicle service contract holder over the warranty term. The Company compares the remaining deferred service fees balance to the estimated amount of expected future claims under the vehicle service agreement contracts and records an additional accrual if the deferred service fees balance is less than expected future claims costs.
In certain jurisdictions the Company is required to refund to a customer a pro-rata share of the vehicle service agreement fees if a customer cancels the agreement prior to the end of the term. Depending on the jurisdiction, the Company may be entitled to deduct from the refund a cancellation fee and/or amounts for claims incurred prior to cancellation. While refunds vary depending on the term and type of product offered, historically refunds have averaged
Maintenance support service fees include the service fees collected to administer equipment breakdown and maintenance support services and are earned as services are rendered.
Warranty product commissions include the commissions from the sale of warranty contracts for certain new and used heating, ventilation, air conditioning ("HVAC"), standby generator, commercial LED lighting and commercial refrigeration equipment. The Company acts as an agent on behalf of the third-party insurance companies that underwrite and guaranty these warranty contracts. The Company does not guaranty the performance underlying the warranty contracts it sells. Warranty product commissions are earned at the time of the warranty product sales.
Business services consulting revenue includes the revenue from providing outsourced finance and human resources consulting services. The Company invoices for business services revenue based on contracted rates. Revenue is earned as services are provided.
Healthcare services revenue includes revenue from providing healthcare professional staffing services and outsourced cardiac telemetry services for long-term acute care and inpatient rehabilitation hospitals. The Company invoices for healthcare services revenue based on contracted rates. Revenue is earned as services are provided.
Software license and support revenue includes revenue from the sale or rental of software products created exclusively to serve the management needs of all types of shared-ownership properties. Software licenses are on-premise at customer locations and considered fully functional when made available and delivered to the customer. As the customer can use and benefit from the license on its own, software licenses represent distinct performance obligations. Revenue is recognized upfront at the point in time when control is transferred, which is defined as the point in time when the customer can use and benefit from the license. The Company's software licenses are sold as term licenses, and the contracts include software support services, which are accounted for as separate performance obligations. Software support revenue is recognized ratably over the contract period as services are rendered.
The Company's revenue recognition policies are further described in Note 2(p), "Summary of Significant Accounting Policies - Revenue recognition," to the consolidated financial statements in the 2023 Annual Report.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
Service fee receivables
Receivables from contracts with customers are reported as service fee receivable, net in the consolidated balance sheets and at March 31, 2024 and December 31, 2023 were $
Service fee receivable is reported net of an estimated allowance for credit losses. During the three months ended March 31, 2024 and March 31, 2023, the Company recorded an increase to its allowance for credit losses of $
Contract asset
The Company records a contract asset when revenue is recognized prior to billing the customer. Upon billing, which typically occurs over a three to five year installment period, the value of the contract asset is reversed and service fee receivable is recorded. The Company had no contract asset prior to the acquisition of SPI on September 7, 2023. The contract asset is included in other assets in the consolidated balance sheets, and at at March 31, 2024 and December 31, 2023 was $
Contract asset is reported net of an estimated allowance for credit losses. During the three months ended March 31, 2024, the Company recorded an increase to its allowance for credit losses of less than $
Deferred service fees
The Company records deferred service fees resulting from contracts with customers when payment is received in advance of satisfying the performance obligations. Changes in deferred service fees for the three months ended March 31, 2024 were as follows:
| (in thousands) | Three Months Ended March 31, 2024 | |||
| Balance, December 31, 2023 | $ | |||
| Deferral of revenue | ||||
| Recognition of deferred service fees | ( | ) | ||
| Balance, March 31, 2024 | $ | |||
The increase in deferred service fees between December 31, 2023 and March 31, 2024 is primarily due to additions to deferred service fees in excess of deferred service fees recognized during the three months ended March 31, 2024.
Approximately $
Remaining performance obligations
The Company expects to recognize within one year as service fee and commission revenue approximately
Deferred contract costs
Deferred contract costs represent the deferral of incremental costs to obtain or fulfill a contract with a customer. Incremental costs to obtain a contract with a customer primarily include sales commissions. The Company capitalizes costs incurred to fulfill a contract if the costs are identifiable, generate or enhance resources used to satisfy future performance obligations and are expected to be recovered. Costs to fulfill a contract include labor costs for set-up activities directly related to the acquisition of vehicle service agreements. Contract costs are deferred and amortized over the expected customer relationship period consistent with the pattern in which the related revenues are earned. Amortization of incremental costs to obtain a contract and costs to fulfill a contract with a customer are recorded in commissions in the unaudited consolidated statements of operations.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
The deferred contract costs balances and related amortization expense for the three months ended March 31, 2024 and March 31, 2023 are comprised as follows:
| (in thousands) | Three months ended March 31, 2024 | Three months ended March 31, 2023 | ||||||||||||||||||||||
| Costs to Obtain a Contract | Costs to Fulfill a Contract | Total | Costs to Obtain a Contract | Costs to Fulfill a Contract | Total | |||||||||||||||||||
| Balance at December 31, net | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance at March 31, net | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
NOTE 14 INCOME TAXES
Income tax expense for the three months ended March 31, 2024 and March 31, 2023 varies from the amount that would result by applying the applicable U.S. federal corporate income tax rate of
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Income tax (benefit) expense at U. S. statutory income tax rate | $ | ( | ) | $ | ||||
| Valuation allowance | ( | ) | ||||||
| Compensation | ( | ) | ||||||
| Investment income | ( | ) | ||||||
| State income tax | ||||||||
| Indefinite life intangibles | ( | ) | ||||||
| Contingent consideration | ||||||||
| Other | ||||||||
| Income tax expense | $ | $ | ||||||
The Company maintains a valuation allowance for its gross deferred tax assets at March 31, 2024 and December 31, 2023. The Company's operations have generated substantial operating losses in prior years. These losses can be available to reduce income taxes that might otherwise be incurred on future taxable income; however, it is uncertain whether the Company will generate the taxable income necessary to utilize these losses or other reversing temporary differences. This uncertainty has caused management to place a full valuation allowance on its March 31, 2024 and December 31, 2023 net deferred tax asset, excluding the deferred income tax liability amounts set forth in the paragraph below which were determined to not reverse and offset existing deferred tax assets.
The Company carries net deferred income tax liabilities of $
| • | $ | |
| • | $ |
As of March 31, 2024 and December 31, 2023, the Company carried a liability for unrecognized tax benefits of zero. The Company classifies interest and penalty accruals, if any, related to unrecognized tax benefits as income tax expense. The Company recorded income tax expense of related to interest and penalty accruals for the three months ended March 31, 2024 and March 31, 2023.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
NOTE 15 (LOSS) EARNINGS PER SHARE
The following table sets forth the reconciliation of numerators and denominators for the basic and diluted (loss) earnings per share computation for the three months ended March 31, 2024 and March 31, 2023:
| (in thousands, except per share data) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Numerator: | ||||||||
| (Loss) income from continuing operations | $ | ( | ) | $ | ||||
| (Less) plus: net (income) loss from continuing operations attributable to noncontrolling interests | ( | ) | ||||||
| Less: dividends on preferred stock | ( | ) | ||||||
| Numerator used in calculating basic (loss) earnings per share from continuing operations attributable to common shareholders | $ | ( | ) | $ | ||||
| Adjustment to add-back dividends on preferred stock | ||||||||
| Adjustment for proportionate interest in Ravix, SNS and SPI's earnings attributable to common stock | ( | ) | ||||||
| Numerator used in calculating diluted (loss) earnings per share from continuing operations attributable to common shareholders | $ | ( | ) | $ | ||||
| (Loss) income from discontinued operations | ( | ) | ||||||
| Numerator used in calculating diluted (loss) earnings per share - net (loss) income attributable to common shareholders | $ | ( | ) | $ | ||||
| Denominator: | ||||||||
| Weighted-average basic shares | ||||||||
| Weighted-average common shares outstanding | ||||||||
| Weighted-average diluted shares | ||||||||
| Weighted-average common shares outstanding | ||||||||
| Effect of potentially dilutive securities (a) | ||||||||
| Unvested restricted stock awards | ||||||||
| Warrants | ||||||||
| Convertible preferred stock | ||||||||
| Total weighted-average diluted shares | ||||||||
| Basic (loss) earnings attributable to common shareholders: | ||||||||
| Continuing operations | $ | ( | ) | $ | ||||
| Discontinued operations | $ | ( | ) | $ | ||||
| Basic (loss) earnings per share - net (loss) income attributable to common shareholders: | $ | ( | ) | $ | ||||
| Diluted (loss) earnings attributable to common shareholders: | ||||||||
| Continuing operations | $ | ( | ) | $ | ||||
| Discontinued operations | $ | ( | ) | $ | ||||
| Diluted (loss) earnings per share - net (loss) income attributable to common shareholders | $ | ( | ) | $ | ||||
| (a) | Potentially dilutive securities consist of unvested restricted stock awards and warrants, calculated using the treasury stock method, and convertible preferred stock, using the if-converted method. Because the Company is reporting a loss from continuing operations attributable to common shareholders for the three months ended March 31, 2024, all potentially dilutive securities outstanding were excluded from the calculation of diluted loss from continuing operations per share since their inclusion would have been anti-dilutive. |
Basic (loss) earnings per share excludes dilution and is computed by dividing (loss) income attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted (loss) earnings per share is calculated using weighted-average diluted shares. Weighted-average diluted shares is calculated by adding the effect of potentially dilutive securities to weighted-average common shares outstanding. Potentially dilutive securities are excluded from the diluted (loss) earnings per share computation in loss periods and when the applicable exercise price is greater than the market price on the period end date as their effect would be anti-dilutive.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
| Three months ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Unvested restricted stock awards | ||||||||
| Warrants | ||||||||
| Convertible preferred stock | ||||||||
| Total | ||||||||
NOTE 16 STOCK-BASED COMPENSATION
(a) Restricted Stock Awards of the Company
Under the 2013 Equity Incentive Plan, the Company granted
Under the 2020 Equity Incentive Plan, the Company has granted restricted common stock awards to certain officers of the Company (the "2020 Plan Restricted Stock Awards"). The 2020 Plan Restricted Stock Awards vest according to a graded vesting schedule and shall become fully vested subject to the officers' continued employment through the applicable vesting dates. The 2020 Plan Restricted Stock Awards are amortized on a straight-line basis over the requisite service periods. The grant-date fair values of the 2020 Plan Restricted Stock Awards were determined using the closing price of Kingsway common stock on the date of grant. During the three months ended March 31, 2024,
The following table summarizes the activity related to unvested 2020 Plan Restricted Stock Awards and 2018 Restricted Stock Award (collectively "Restricted Stock Awards") for the three months ended March 31, 2024:
| Number of | Weighted-Average | |||||||
| Restricted | Grant Date Fair | |||||||
| Stock Awards | Value (per Share) | |||||||
| Unvested at December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Vested and settled for tax withholding | ( | ) | ||||||
| Unvested at March 31, 2024 | $ | |||||||
The unvested balance at March 31, 2024 in the table above is comprised of
Stock-based compensation expense related to the Restricted Stock Awards was $
(b) Restricted Common Unit Awards of Ravix
Ravix LLC granted
The grant-date fair value of the 2021 Ravix RUA was estimated using the Black-Scholes option pricing model, using the following assumptions: expected term of years, expected volatility of
On October 1, 2021,
On November 1, 2022, the Company modified the inputs related to the IRR portion of the 2021 Ravix RUA to be based on the combined internal rate of return of Ravix and CSuite. The modified portion of the awards was probable of vesting both immediately before and after the modification. As a result, the fair value of the award that is subject to the IRR was measured at the modification date and compared to the fair value of the modified portion of the award immediately prior to the modification, with the difference resulting in incremental compensation expense of less than $
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
During the three months ended March 31, 2024,
Stock-based compensation expense related to the 2021 Ravix RUA was less than $
(c) Restricted Common Unit Awards of SNS
Pegasus LLC granted
The grant-date fair value of the SNS RUA was estimated using the Monte Carlo simulation model, using the following assumptions: expected term of years, expected volatility of
On November 18, 2022,
During the three months ended March 31, 2024,
Stock-based compensation expense related to the SNS RUA was less than $
Vertical Market Solutions LLC, a subsidiary of the Company, granted
The grant-date fair value of the SPI RUA was estimated using the Monte Carlo simulation model, using the following assumptions: expected term of years, expected volatility of
On September 7, 2023,
During the three months ended March 31, 2024,
Stock-based compensation expense related to the SPI RUA was less than $
(e) Restricted Common Unit Awards of DDI
DDI LLC granted
The grant-date fair value of the DDI RUA was estimated using the Monte Carlo simulation model, using the following assumptions: expected term of years, expected volatility of
On October 26, 2023,
During the three months ended March 31, 2024,
Stock-based compensation expense related to the DDI RUA was less than $
KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2024
NOTE 17 Shareholders' Equity
During the three months ended March 31, 2023,
On March 21, 2023, the Company's Board of Directors approved a security repurchase program under which the Company is authorized to repurchase up to $
The Company previously had warrants outstanding that expired on September 15, 2023. Prior to the expiration thereof, the warrants were recorded in shareholders' equity and entitled each subscriber to purchase common share of Kingsway at an exercise price of $
NOTE 18 ACCUMULATED OTHER COMPREHENSIVE LOSS
The tables below detail the change in the balance of each component of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2024 and March 31, 2023 as relates to shareholders' equity attributable to common shareholders on the consolidated balance sheets.
| (in thousands) | Three months ended March 31, 2024 | |||||||||||||||
| Unrealized | Foreign | Change in Fair Value | Total | |||||||||||||
| Losses on | Currency | of Debt Attributable | Accumulated Other | |||||||||||||
| Available-for-Sale | Translation | to Instrument-Specific | Comprehensive | |||||||||||||
| Investments | Adjustments | Credit Risk | Loss | |||||||||||||
| Balance at December 31, 2023 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Other comprehensive (loss) income arising during the period | ( | ) | ( | ) | ||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | ( | ) | ( | ) | ||||||||||||
| Net current-period other comprehensive (loss) income | ( | ) | ( | ) | ||||||||||||
| Balance at March 31, 2024 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| (in thousands) | Three months ended March 31, 2023 | |||||||||||||||
| Unrealized Gains | Foreign | Change in Fair Value | Total | |||||||||||||
| (Losses) on | Currency | of Debt Attributable | Accumulated Other | |||||||||||||
| Available-for-Sale | Translation | to Instrument-Specific | Comprehensive | |||||||||||||
| Investments | Adjustments | Credit Risk | Income (Loss) | |||||||||||||
| Balance at December 31, 2022 | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||
| Other comprehensive income (loss) arising during the period | ( | ) | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net current-period other comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Balance at March 31, 2023 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
It should be noted that the unaudited consolidated statements of comprehensive (loss) income present the components of other comprehensive loss, net of tax, only for the three months ended March 31, 2024 and March 31, 2023 and inclusive of the components attributable to noncontrolling interests in consolidated subsidiaries.
Components of accumulated other comprehensive loss were reclassified to the following lines of the unaudited consolidated statements of operations for the three months ended March 31, 2024 and March 31, 2023:
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Reclassification of accumulated other comprehensive income from unrealized gains (losses) on available-for-sale investments to: | ||||||||
| Net realized gains | $ | $ | ||||||
| Reclassification of accumulated other comprehensive income from change in fair value of debt attributable to instrument-specific credit risk to: | ||||||||
| Gain on extinguishment of debt | ||||||||
| (Loss) income from continuing operations before income tax expense | ||||||||
| Income tax expense | ||||||||
| (Loss) income from continuing operations, net of taxes | ||||||||
| Income from discontinued operations, net of taxes | ||||||||
| Net (loss) income | $ | $ | ||||||
As further discussed in Note 11, "Debt," during the first quarter of 2023, the Company completed the repurchases of five TruPs. The unaudited consolidated statements of comprehensive (loss) income for the three months ended March 31, 2023 includes a reclassification adjustment of $
NOTE 19 SEGMENTED INFORMATION
The Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as a source of the Company’s reportable operating segments. The Company conducts its business through the following reportable segments: Extended Warranty and Kingsway Search Xcelerator.
Geminus primarily sells vehicle service agreements to used car buyers across the United States, through its subsidiaries, Penn and Prime. Penn and Prime distribute these products in
PWI markets, sells and administers vehicle service agreements to used car buyers in all fifty states via independent used car and franchise network of approved automobile and motorcycle dealer partners. PWI’s business model is supported by an internal sales and operations team and partners with American Auto Shield in three states with a "white label" agreement. PWI also sells and administers a GAP product, under the Penn name, in states where Penn is approved.
Trinity sells HVAC, standby generator, commercial LED lighting and commercial refrigeration warranty products and provides equipment breakdown and maintenance support services to companies across the United States. As a seller of warranty products, Trinity markets and administers product warranty contracts for certain new and used products in the HVAC, standby generator, commercial LED lighting and commercial refrigeration industries throughout the United States. Trinity acts as an agent on behalf of the third-party insurance companies that underwrite and guaranty these warranty contracts. Trinity does not guaranty the performance underlying the warranty contracts it sells. As a provider of equipment breakdown and maintenance support services, Trinity acts as a single point of contact to its clients for both certain equipment breakdowns and scheduled maintenance of equipment. Trinity will provide such repair and breakdown services by contracting with certain HVAC providers.
Kingsway Search Xcelerator Segment
Kingsway Search Xcelerator includes the Company's subsidiaries CSuite, Ravix, SNS, SPI and DDI.
CSuite is a professional services firm that provides experienced chief financial officer and other finance professionals to its clients through a variety of flexible offerings. These offerings include project and interim staffing engagements, and contingent search services for permanent placements for its clients throughout the United States.
Ravix provides outsourced financial services and human resources consulting for short or long duration engagements for customers throughout the United States.
SNS provides healthcare staffing services to acute healthcare facilities on a contract or per diem basis in the United States, primarily in California.
SPI provides software products created exclusively to serve the management needs of all types of shared-ownership properties throughout the United States, Europe, Asia, Mexico and the Caribbean.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
DDI provides outsourced 24 hours a day and 7 days per week ("24/7") cardiac telemetry services for long-term acute care ("LTAC") and inpatient rehabilitation hospitals. Outsourcing cardiac monitoring is intended to allow hospitals to eliminate personnel callouts and human resources issues, remove distractions from onsite operations, and free up facility staff to assist directly with patient care. DDI has been operating for over 10 years and currently has a presence in
Revenues and Operating Income by Reportable Segment
Results for the Company's reportable segments are based on the Company's internal financial reporting systems and are consistent with those followed in the preparation of the unaudited consolidated interim financial statements. The following tables provide financial data used by management. Segment assets are not allocated for management use and, therefore, are not included in the segment disclosures below.
Revenues by reportable segment reconciled to consolidated revenues for the three months ended March 31, 2024 and March 31, 2023 were:
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Revenues: | ||||||||
| Service fee and commission revenue - Extended Warranty | $ | $ | ||||||
| Service fee and commission revenue - Kingsway Search Xcelerator | ||||||||
| Total revenues | $ | $ | ||||||
The operating income by reportable segment in the following table is before income taxes and includes revenues and direct segment costs. Total segment operating income reconciled to the consolidated (loss) income from continuing operations for the three months ended March 31, 2024 and March 31, 2023 were:
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Segment operating income: | ||||||||
| Extended Warranty | $ | $ | ||||||
| Kingsway Search Xcelerator | ||||||||
| Total segment operating income | ||||||||
| Net investment income | ||||||||
| Net realized gains | ||||||||
| Net (loss) gain on equity investments | ( | ) | ||||||
| Loss on change in fair value of limited liability investments, at fair value | ( | ) | ( | ) | ||||
| Loss on change in fair value of derivative asset option contracts | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other revenue and expenses not allocated to segments, net | ( | ) | ( | ) | ||||
| Amortization of intangible assets | ( | ) | ( | ) | ||||
| Impairment of intangible assets | ( | ) | ||||||
| (Loss) gain on change in fair value of debt | ( | ) | ||||||
| Gain on extinguishment of debt | ||||||||
| (Loss) income from continuing operations before income tax expense | ( | ) | ||||||
| Income tax expense | ||||||||
| (Loss) income from continuing operations | $ | ( | ) | $ | ||||
NOTE 20 FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best evidenced by quoted bid or ask price, as appropriate, in an active market. Where bid or ask prices are not available, such as in an illiquid or inactive market, the closing price of the most recent transaction of that instrument subject to appropriate adjustments as required is used. Where quoted market prices are not available, the quoted prices of similar financial instruments or valuation models with observable market-based inputs are used to estimate the fair value. These valuation models may use multiple observable market inputs, including observable interest rates, foreign-exchange rates, index levels, credit spreads, equity prices, counterparty credit quality, corresponding market volatility levels and option volatilities. Minimal management judgment is required for fair values calculated using quoted market prices or observable market inputs for models. Greater subjectivity is required when making valuation adjustments for financial instruments in inactive markets or when using models where observable parameters do not exist. Also, the calculation of estimated fair value is based on market conditions at a specific point in time and may not be reflective of future fair values. For the Company's financial instruments carried at cost or amortized cost, the book value is not adjusted to reflect increases or decreases in fair value due to market fluctuations, including those due to interest rate changes, as it is the Company's intention to hold them until there is a recovery of fair value, which may be to maturity.
The Company employs a fair value hierarchy to categorize the inputs it uses in valuation techniques to measure the fair value. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1:
| • | Level 1 – Quoted prices for identical instruments in active markets. |
| • | Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. |
| • | Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are not observable. |
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
The Company classifies its investments in fixed maturities as available-for-sale and reports these investments at fair value. The Company's equity investments, limited liability investments, at fair value, subordinated debt, derivative contracts (interest rate swap and trust preferred debt repurchase options) and contingent consideration are measured and reported at fair value.
Fixed maturities - Fair values of fixed maturities for which no active market exists are derived from quoted market prices of similar instruments or other third-party evidence. All classes of the Company’s fixed maturities, primarily consisting of investments in US. Treasury bills and government bonds; obligations of states, municipalities and political subdivisions; mortgage-backed securities; and corporate securities, are classified as Level 2. Level 2 is applied to valuations based upon quoted prices for similar assets in active markets; quoted prices for identical or similar assets in markets that are inactive; or valuations based on models where the significant inputs are observable or can be corroborated by observable market data.
The Company engages a third-party vendor who utilizes third-party pricing sources and primarily employs a market approach to determine the fair values of our fixed maturities. The market approach includes primarily obtaining prices from independent third-party pricing services as well as, to a lesser extent, quotes from broker-dealers. Our third-party vendor also monitors market indicators, as well as industry and economic events, to ensure pricing is appropriate. All classes of our fixed maturities are valued using this technique. The Company has obtained an understanding of our third-party vendor’s valuation methodologies and inputs. Fair values obtained from our third-party vendor are not adjusted by the Company.
The following is a description of the significant inputs, by asset class, used by the third-party pricing services to determine the fair values of our fixed maturities included in Level 2:
| • | U.S. government, government agencies and authorities are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets and maturity. |
| • | States, municipalities and political subdivisions are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, new issuances and credit spreads. |
| • | Mortgage-backed and asset-backed securities are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, expected prepayments, expected credit default rates, delinquencies and issue specific information including, but not limited to, collateral type, seniority and vintage. |
| • | Corporate securities are generally priced using the market approach using pricing vendors. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, issuer rating, benchmark yields, maturity and credit spreads. |
Equity investments - Fair values of equity investments reflect quoted market values based on latest bid prices, where active markets exist, or models based on significant market observable inputs, where no active markets exist.
Limited liability investments, at fair value - Limited liability investments, at fair value, include the underlying investments of Argo Holdings. Argo Holdings makes investments in limited liability companies and limited partnerships that hold investments in search funds and private operating companies.
The fair value of Argo Holdings' limited liability investments that hold investments in search funds is based on the initial investment in the search funds. The fair value of Argo Holdings' limited liability investments that hold investments in private operating companies is valued using a market approach including valuation multiples applied to corresponding performance metrics, such as earnings before interest, tax, depreciation and amortization; revenue; or net earnings. The selected valuation multiples were estimated using multiples provided by the investees and review of those multiples in light of investor updates, performance reports, financial statements and other relevant information. These investments are categorized in Level 3 of the fair value hierarchy.
Subordinated debt - The fair value of the subordinated debt is calculated using a model based on significant market observable inputs and inputs developed by a third party. These inputs include credit spread assumptions developed by a third party and market observable swap rates. The subordinated debt is categorized in Level 2 of the fair value hierarchy.
Derivative contract - interest rate swap - As described in Note 10, "Derivatives," the Company entered into an interest rate swap agreement effective April 1, 2021 to convert the variable interest rate on a portion of the 2020 KWH Loan to a fixed interest rate. On February 29, 2024, the interest rate swap matured and the Company did not enter into any additional interest rate swap agreement upon its expiration. The interest rate swap contract was measured and reported at fair value and is included in other receivables in the consolidated balance sheet at December 31, 2023. The fair value of the interest rate swap contract was estimated using inputs which the Company obtained from the counterparty and was determined using a discounted cash flow analysis on the expected cash flows of the derivative. The discounted cash flow valuation technique reflected the contractual term of the derivative contract, including the period to maturity, and used observable market based inputs, including quoted mid-market prices or third-party consensus pricing, interest rate curves and implied volatilities. The interest rate swap contract is categorized in Level 2 of the fair value hierarchy.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
Derivative contracts- trust preferred debt repurchase options - As described in Note 10, "Derivatives," the Company entered into TruPs Options contracts during the third quarter of 2022. During the first quarter of 2023, the Company executed the TruPs Options contracts. The TruPs Options contracts were measured and reported at fair value. The fair value of the TruPs Options contracts was estimated using the binomial lattice model. Key inputs in the valuation included credit spread assumptions, interest rate volatility, debt coupon interest rate and time to maturity. The TruPs Options contracts are categorized in Level 3 of the fair value hierarchy.
Contingent consideration - The consideration for the Company's acquisitions of Ravix and CSuite includes future payments to the former owners that are contingent upon the achievement of certain targets over future reporting periods. Liabilities for contingent consideration are measured and reported at fair value and are included in accrued expenses and other liabilities in the consolidated balance sheets. Contingent consideration liabilities are revalued each reporting period. Changes in the fair value of contingent consideration liabilities can result from changes to one or multiple inputs, including adjustments to the discount rates or changes in the assumed achievement or timing of any targets. Any changes in fair value are reported in the consolidated statements of operations as non-operating other expense. The contingent consideration liabilities are categorized in Level 3 of the fair value hierarchy.
| • | The fair value of Ravix's contingent consideration liability is estimated by applying the Monte Carlo simulation method to forecast achievement of gross profit which may result in up to $ | |
| • | The fair value of CSuite's contingent consideration liability is estimated by applying the Monte Carlo simulation method to forecast achievement of gross revenue which may result in up to $ |
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The balances of the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2024 and December 31, 2023 are as follows.
| (in thousands) | March 31, 2024 | |||||||||||||||
| Fair Value Measurements at the End of the Reporting Period Using | ||||||||||||||||
| Quoted Prices in | Significant | Significant | ||||||||||||||
| Active Markets for | Other Observable | Unobservable | ||||||||||||||
| Identical Assets | Inputs | Inputs | ||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Recurring fair value measurements: | ||||||||||||||||
| Assets: | ||||||||||||||||
| Fixed maturities: | ||||||||||||||||
| U.S. government, government agencies and authorities | $ | $ | $ | $ | ||||||||||||
| States, municipalities and political subdivisions | ||||||||||||||||
| Mortgage-backed | ||||||||||||||||
| Asset-backed | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total fixed maturities | ||||||||||||||||
| Limited liability investments, at fair value | ||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Subordinated debt | $ | $ | $ | $ | ||||||||||||
| Contingent consideration | ||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
| (in thousands) | December 31, 2023 | |||||||||||||||
| Fair Value Measurements at the End of the Reporting Period Using | ||||||||||||||||
| Quoted Prices in | Significant | Significant | ||||||||||||||
| Active Markets for | Other Observable | Unobservable | ||||||||||||||
| Identical Assets | Inputs | Inputs | ||||||||||||||
| Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Recurring fair value measurements: | ||||||||||||||||
| Assets: | ||||||||||||||||
| Fixed maturities: | ||||||||||||||||
| U.S. government, government agencies and authorities | $ | $ | $ | $ | ||||||||||||
| States municipalities and political subdivisions | ||||||||||||||||
| Mortgage-backed | ||||||||||||||||
| Asset-backed | ||||||||||||||||
| Corporate | ||||||||||||||||
| Total fixed maturities | ||||||||||||||||
| Equity investments | 79 | 79 | — | — | ||||||||||||
| Limited liability investments, at fair value | ||||||||||||||||
| Derivative contract - interest rate swap | ||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Subordinated debt | $ | $ | $ | $ | ||||||||||||
| Contingent consideration | ||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
The following table provides a reconciliation of the fair value of recurring Level 3 fair value measurements for the three months ended March 31, 2024 and March 31, 2023:
| (in thousands) | Three months ended March 31, | |||||||
| 2024 | 2023 | |||||||
| Assets: | ||||||||
| Limited liability investments, at fair value: | ||||||||
| Beginning balance | $ | $ | ||||||
| Contributions | ||||||||
| Distributions received | ( | ) | ( | ) | ||||
| Realized gains included in net (loss) income | ||||||||
| Change in fair value of limited liability investments, at fair value included in net (loss) income | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
| Unrealized losses (gains) on limited liability investments, at fair value held at end of period: | ||||||||
| Included in net (loss) income | $ | ( | ) | $ | ||||
| Included in other comprehensive loss | $ | $ | ||||||
| Derivative - trust preferred debt repurchase options: | ||||||||
| Beginning balance | $ | $ | ||||||
| Exercise of options included in net (loss) income | ( | ) | ||||||
| Change in fair value of derivative assets included in net (loss) income | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
| Unrealized gains recognized on derivative assets held at end of period: | ||||||||
| Included in net (loss) income | $ | $ | ||||||
| Included in other comprehensive loss | ||||||||
| Ending balance - assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Contingent consideration: | ||||||||
| Beginning balance | $ | $ | ||||||
| Change in fair value of contingent consideration included in net (loss) income | ||||||||
| Ending balance | $ | $ | ||||||
| Unrealized gains recognized on contingent consideration liability held at end of period: | ||||||||
| Included in net (loss) income | $ | $ | ||||||
| Included in other comprehensive loss | $ | $ | ||||||
| Ending balance - liabilities | $ | $ | ||||||
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
The following table summarizes the valuation techniques and significant unobservable inputs utilized in determining fair values for the Company's financial assets and liabilities that are categorized as Level 3 at March 31, 2024:
| Fair Value | ||||||||||
| Categories | (in thousands) | Valuation Techniques | Unobservable Inputs | Input Value(s) | ||||||
| Limited liability investments, at fair value | $ | Market approach |
| 1.0x - 9.0x | ||||||
| Contingent consideration | $ | Option-based income approach | Discount rate | % | ||||||
| Risk-free rate | % | |||||||||
| Expected volatility | % | |||||||||
The following table summarizes the valuation techniques and significant unobservable inputs utilized in determining fair values for the Company's financial assets and liabilities that are categorized as Level 3 at December 31, 2023:
| Fair Value | ||||||||||
| Categories | (in thousands) | Valuation Techniques | Unobservable Inputs | Input Value(s) | ||||||
| Limited liability investments, at fair value | $ | Market approach |
| 1.0x - 9.0x | ||||||
| Contingent consideration | $ | Option-based income approach | Discount rate | % | ||||||
| Risk-free rate | % | |||||||||
| Expected volatility | % | |||||||||
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are adjusted for observable price changes or written down to fair value as a result of an impairment. For the three months ended March 31, 2024 and March 31, 2023, the Company did not record any adjustments to the fair value of its investments in private companies for observable price changes. The Company did not record any impairments related to investments in private companies for the three months ended March 31, 2024 and March 31, 2023. To determine the fair value of investments in these private companies, the Company considered rounds of financing and third-party transactions, discounted cash flow analyses and market-based information, including comparable transactions, trading multiples and changes in market outlook, among other factors. The Company has classified the fair value measurements of these investments in private companies as Level 3 because they involve significant unobservable inputs.
Indefinite-lived intangible assets are recorded at carrying value, and, if impaired, are adjusted to fair value using Level 3 inputs. Refer to Note 8, "Intangible Assets" for further information regarding the process of determining the fair value of indefinite-lived intangible assets and the impairment charges recorded for the three months ended March 31, 2024.
NOTE 21 RELATED PARTIES
Related party transactions, including services provided to or received by the Company's subsidiaries, are measured in part by the amount of consideration paid or received as established and agreed by the parties. Except where disclosed elsewhere in these unaudited consolidated interim financial statements, the following is a summary of related party relationships and transactions.
Argo Management Group, LLC
The Company acquired Argo Management Group, LLC ("Argo Management") in April 2016. Argo Management's primary business is to act as Managing Member of Argo Holdings. At March 31, 2024 and December 31, 2023, each of the Company, John T. Fitzgerald ("Fitzgerald"), the Company's Chief Executive Officer and President, and certain of Fitzgerald’s immediate family members owns equity interests in Argo Holdings, all of which interests were acquired prior to the Company’s acquisition of Argo Management. Subject to certain limitations, Argo Holdings' governing documents require all individuals and entities owning an equity interest in Argo Holdings to fund upon request his/her/its pro rata share of any funding requirements of Argo Holdings up to an aggregate maximum amount equal to his/her/its total capital commitment (each request for funds being referred to as a "Capital Call"). Argo Holdings made no Capital Calls during the three months ended March 31, 2024 and the year ended December 31, 2023.
| KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 |
NOTE 22 COMMITMENTS AND CONTINGENCIES
(a) Legal proceedings:
In May 2016, Aegis Security Insurance Company ("Aegis") filed a complaint for breach of contract and declaratory relief against the Company in the Eastern District of Pennsylvania alleging, among other things, that the Company breached a contractual obligation to indemnify Aegis for certain customs bond losses incurred by Aegis under the indemnity and hold harmless agreements provided by the Company to Aegis for certain customs bonds reinsured by Lincoln General Insurance Company ("Lincoln General") during the period of time that Lincoln General was a subsidiary of the Company. Lincoln General was placed into liquidation in November 2015 and Aegis subsequently invoked its rights to indemnity under the indemnity and hold harmless agreements. Effective January 20, 2020, Aegis and the Company entered into a Settlement Agreement with respect to such litigation pursuant to which the Company agreed to pay Aegis a one-time settlement amount of $
(b) Guarantee:
VA Lafayette
The LA Mortgage is nonrecourse indebtedness with respect to the assets of VA Lafayette, and the LA Mortgage is not, nor will it be, guaranteed by Kingsway or its affiliates unless VA Lafayette acts in bad-faith or commits intentional acts with respect to the LA Mortgage. The LA Mortgage is secured in part by a guaranty of recourse liabilities, whereby KAI, as guarantor, would become liable for the recourse liabilities if VA Lafayette, as borrower, violates certain terms of the loan agreement. Under the guarantee, the lender can recover losses from the guarantor for certain bad-faith or other intentional acts of the borrower, such as rents retained by the borrower in violation of the loan documents, fraud or intentional misrepresentation, changes to the lease without the lender's consent, willful misconduct, criminal acts and environmental losses sustained by lender. In addition, the guarantee provides that the LA Mortgage will be the full personal recourse obligation of the guarantor, for certain actions, such as prohibited transfers of the collateral or bankruptcy of the borrower.
(c) Collateral pledged and restricted cash:
Short-term investments with an estimated fair value of $
The Company also has restricted cash of $
| • | $ |
| • | $ |
| • | $ |
KINGSWAY FINANCIAL SERVICES INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expects,” “believes,” “anticipates,” “intends,” “estimates,” “seeks” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect Kingsway management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, see Kingsway’s securities filings, including its Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Annual Report"). The Company's securities filings can be accessed on the EDGAR section of the U.S. Securities and Exchange Commission’s website at www.sec.gov, on the Canadian Securities Administrators’ website at www.sedar.com or through the Company’s website at www.kingsway-financial.com. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements because of new information, future events or otherwise.
FILER STATUS
On the last business day of the second quarter in 2023, the aggregate market value of the Company’s shares of common stock held by non-affiliate stockholders was between $75 million and $250 million and the Company’s revenue for the year ended December 31, 2023 was more than $100 million. As a result, the Company will be deemed an accelerated filer as defined in Rule 12b-2 under the Exchange Act as of January 1, 2024. Due to the change in filer status, the Company will no longer be exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, and the Company’s independent registered public accounting firm will evaluate and report on the effectiveness of internal control over financial reporting.
OVERVIEW
Kingsway is a Delaware holding company with operating subsidiaries located in the United States. The Company owns or controls subsidiaries primarily in the extended warranty and business services industries. Kingsway conducts its business through two reportable segments: Extended Warranty and Kingsway Search Xcelerator.
Extended Warranty includes the following subsidiaries of the Company: IWS Acquisition Corporation ("IWS"), Geminus Holding Company, Inc. ("Geminus"), PWI Holdings, Inc. ("PWI") and Trinity Warranty Solutions LLC ("Trinity"). Throughout Management's Discussion and Analysis, the term "Extended Warranty" is used to refer to this segment.
IWS is a licensed motor vehicle service agreement company and is a provider of after-market vehicle protection services distributed by credit unions in25 states and the District of Columbia to their members, with customers in all fifty states.
Geminus primarily sells vehicle service agreements to used car buyers across the United States, through its subsidiaries, The Penn Warranty Corporation ("Penn") and Prime Auto Care, Inc. ("Prime"). Penn and Prime distribute these products in 47 and 37 states, respectively, via independent used car dealerships and franchised car dealerships.
PWI markets, sells and administers vehicle service agreements to used car buyers in all fifty states via independent used car and franchise network of approved automobile and motorcycle dealer partners. PWI’s business model is supported by an internal sales and operations team and partners with American Auto Shield in three states with a white label agreement. PWI also sells and administers a guaranteed asset protection product ("GAP"), under the Penn name, in states where Penn is approved.
Trinity sells heating, ventilation, air conditioning ("HVAC"), standby generator, commercial LED lighting and commercial refrigeration warranty products and provides equipment breakdown and maintenance support services to companies across the United States. As a seller of warranty products, Trinity markets and administers product warranty contracts for certain new and used products in the HVAC, standby generator, commercial LED lighting and commercial refrigeration industries throughout the United States. Trinity acts as an agent on behalf of the third-party insurance companies that underwrite and guaranty these warranty contracts. Trinity does not guaranty the performance underlying the warranty contracts it sells. As a provider of equipment breakdown and maintenance support services, Trinity acts as a single point of contact to its clients for both certain equipment breakdowns and scheduled maintenance of equipment. Trinity will provide such repair and breakdown services by contracting with certain HVAC providers.
| KINGSWAY FINANCIAL SERVICES INC. |
Kingsway Search Xcelerator includes the Company's subsidiaries, CSuite Financial Partners, LLC ("CSuite"), Ravix Group, Inc. ("Ravix"), Secure Nursing Service LLC ("SNS"), Systems Products International, Inc. ("SPI") and Digital Diagnostics Imaging, Inc. ("DDI"). Throughout Management's Discussion and Analysis, the term the term "Kingsway Search Xcelerator" is used to refer to this segment.
CSuite is a professional services firm that provides experienced chief financial officer and other finance professionals to its clients through a variety of flexible offerings. These offerings include project and interim staffing engagements, and contingent search services for permanent placements for its clients throughout the United States.
Ravix provides outsourced financial services and human resources consulting for short or long duration engagements for customers throughout the United States.
SNS provides healthcare staffing services to acute healthcare facilities on a contract or per diem basis in the United States, primarily in California.
SPI provides software products created exclusively to serve the management needs of all types of shared-ownership properties throughout the United States, Europe, Asia, Mexico and the Caribbean.
DDI provides outsourced 24 hours a day and 7 days per week ("24/7") cardiac telemetry services for long-term acute care and inpatient rehabilitation hospitals. Outsourcing cardiac monitoring is intended to allow hospitals to eliminate personnel callouts and human resources issues, remove distractions from onsite operations, and free up facility staff to assist directly with patient care. DDI has been operating for over 10 years and currently has a presence in 42 states.
NON-U.S. GAAP FINANCIAL MEASURE
Throughout this quarterly report, we present our operations in the way we believe will be most meaningful, useful and transparent to anyone using this financial information to evaluate our performance. Our unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information. In addition to the U.S. GAAP presentation of net (loss) income, we present segment operating income as a non-U.S. GAAP financial measure, which we believe is valuable in managing our business and drawing comparisons to our peers. Below is a definition of our non-U.S. GAAP measure and its relationship to U.S. GAAP.
Segment Operating Income
Segment operating income represents one measure of the pretax profitability of our segments and is derived by subtracting direct segment expenses from direct segment revenues. Revenues and expenses are presented in the unaudited consolidated statements of operations, but are not subtotaled by segment; however, this information is available in total and by segment in Note 19, "Segmented Information," to the unaudited consolidated interim financial statements, regarding reportable segment information. The nearest comparable U.S. GAAP measure to total segment operating income is (loss) income from continuing operations before income tax expense that, in addition to segment operating income, includes net investment income, net realized gains, net (loss) gain on equity investments, loss on change in fair value of limited liability investments, at fair value, loss on change in fair value of derivative asset option contracts, interest expense, other revenue and expenses not allocated to segments, net, amortization of intangible assets, impairment of intangible assets, (loss) gain on change in fair value of debt and gain on extinguishment of debt. A reconciliation of total segment operating income to (loss) income from continuing operations before income tax expense for the three months ended March 31, 2024 and March 31, 2023 is presented below in Table 1 of the "Results of Continuing Operations" section of Management's Discussion and Analysis.
SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ESTIMATES
The preparation of unaudited consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined.
The Company’s most critical accounting policies are those that are most important to the portrayal of its financial condition and results of operations, and that require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The critical accounting policies and judgments in the accompanying unaudited consolidated interim financial statements include revenue recognition; valuation of fixed maturities and equity investments; impairment assessment of investments; valuation of limited liability investments, at fair value; valuation of deferred income taxes; accounting for business combinations; contingent consideration; valuation and impairment assessment of intangible assets; goodwill recoverability; deferred contract costs; fair value assumptions for subordinated debt obligations; fair value assumptions for subsidiary stock-based compensation awards; and fair value assumptions for derivative financial instruments. Although management believes that its estimates and assumptions are reasonable, they are based upon information available when they are made, and therefore, actual results may differ from these estimates under different assumptions or conditions.
The Company’s significant accounting policies and critical estimates are described in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 2023 Annual Report. There has been no material change subsequent to December 31, 2023 to the information previously disclosed in the 2023 Annual Report with respect to these significant accounting policies and critical estimates.
| KINGSWAY FINANCIAL SERVICES INC. |
RESULTS OF CONTINUING OPERATIONS
A reconciliation of total segment operating income to net (loss) income for the three months ended March 31, 2024 and March 31, 2023 is presented in Table 1 below:
Table 1 Segment Operating Income
(in thousands of dollars)
| For the three months ended March 31, |
||||||||||||
| 2024 |
2023 |
Change |
||||||||||
| Segment operating income: |
||||||||||||
| Extended Warranty |
$ | 1,076 | $ | 1,432 | $ | (356 | ) | |||||
| Kingsway Search Xcelerator |
1,343 | 1,577 | (234 | ) | ||||||||
| Total segment operating income |
2,419 | 3,009 | (590 | ) | ||||||||
| Net investment income |
326 | 738 | (412 | ) | ||||||||
| Net realized gains |
124 | 210 | (86 | ) | ||||||||
| Net (loss) gain on equity investments |
(3 | ) | 1,075 | (1,078 | ) | |||||||
| Loss on change in fair value of limited liability investments, at fair value |
(8 | ) | (130 | ) | 122 | |||||||
| Loss on change in fair value of derivative asset option contracts |
— | (1,366 | ) | 1,366 | ||||||||
| Interest expense |
(1,145 | ) | (2,972 | ) | 1,827 | |||||||
| Other revenue and expenses not allocated to segments, net |
(1,739 | ) | (2,640 | ) | 901 | |||||||
| Amortization of intangible assets |
(1,414 | ) | (1,418 | ) | 4 | |||||||
| Impairment of intangible assets |
(511 | ) | — | (511 | ) | |||||||
| (Loss) gain on change in fair value of debt |
(80 | ) | 309 | (389 | ) | |||||||
| Gain on extinguishment of debt |
— | 31,616 | (31,616 | ) | ||||||||
| (Loss) income from continuing operations before income tax expense |
(2,031 | ) | 28,431 | (30,462 | ) | |||||||
| Income tax expense |
84 | 699 | (615 | ) | ||||||||
| (Loss) income from continuing operations |
(2,115 | ) | 27,732 | (29,847 | ) | |||||||
| Income from discontinued operations, net of taxes |
191 | 107 | 84 | |||||||||
| Loss on disposal of disposal of discontinued operations, net of taxes |
(404 | ) | — | (404 | ) | |||||||
| Net (loss) income |
$ | (2,328 | ) | $ | 27,839 | $ | (30,167 | ) | ||||
Segment Operating Income, (Loss) Income from Continuing Operations and Net (Loss) Income
In the first quarter of 2024, we reported loss from continuing operations of $2.1 million compared to income from continuing operations of $27.7 million in the first quarter of 2023. The loss from continuing operations for the three months ended March 31, 2024is primarily due to:
| • | Interest expense; | |
| • | Other revenue and expenses not allocated to segments, net; and | |
| • | Amortization of intangible assets; partially offset by | |
| • | Segment operating income. |
The income from continuing operations for the three months ended March 31, 2023 is primarily due:
| • | A gain on extinguishment of debt of $31.6 million, related to the repurchase of the trust preferred debt; which was partially offset by | |
|
•
|
Loss on change in fair value of derivative asset option contracts of $1.4 million, related to the trust preferred debt repurchase options; and
|
|
|
•
|
Other revenue and expenses not allocated to segments, net.
|
See Note 11, "Debt" and Note 10, "Derivatives," to the unaudited consolidated interim financial statements, for further discussion of the repurchase of the trust preferred debt and trust preferred debt repurchase options.
In the first quarter of 2024, we reported anet lossof $2.3 million compared to net income of $27.8 million in the first quarter of 2023. In addition to the items described above impacting (loss) income from continuing operations, the net (loss) income includes:
| • |
Income from discontinued operations, net of taxes of $0.2 million and $0.1 million for the three months ended March 31, 2024 and March 31, 2023, respectively, related to the operations of VA Lafayette; and |
| • |
A loss on disposal of discontinued operations, net of taxes of $0.4 million and zero for the three months ended March 31, 2024 and March 31, 2023, respectively, |
| KINGSWAY FINANCIAL SERVICES INC. |
For the three months ended March 31, 2024, the loss on disposal of discontinued operations is the result of adjusting the net carrying value of VA Lafayette to be equal to the estimated selling price. As discussed in Note 5, "Acquisitions and Discontinued Operations," to the unaudited consolidated interim financial statements, during the fourth quarter of 2022, the Company committed to a plan sell VA Lafayette. During the second quarter of 2024, the Company entered into a letter of intent for the sale of VA Lafayette. As part of recognizing the business as held for sale, the Company is required to measure VA Lafayette at the lower of its carrying amount or fair value less cost to sell. As a result of this analysis, during the first quarter of 2024, the Company recognized an estimated non-cash, loss on disposal of $0.4 million, which is included in loss on disposal of discontinued operations, net of taxes in the consolidated statements of operations. The loss was determined by comparing the expected cash consideration received for the sale of VA Lafayette with the net assets of VA Lafayette.
Extended Warranty
The Extended Warranty service fee and commission revenue was $16.7 million for the three months ended March 31, 2024 compared with $16.7 million for the three months ended March 31, 2023.
The Extended Warranty operating income was $1.1 million for the three months ended March 31, 2024 compared with $1.4 million for the three months ended March 31, 2023. We saw an increase in claims paid at our auto Extended Warranty companies – both sequentially and year over year – primarily due to continued inflationary pressures on the cost of parts and labor.
Operating income was primarily impacted by the following:
| • |
A $0.1 million increase at IWS to $0.8 million for the three months ended March 31, 2024, primarily due to an increase in revenue; |
| • |
A $0.3 million decrease at PWI to $0.1 million for the three months ended March 31, 2024. The operating income for the three months ended March 31, 2024 was impacted by higher claims expense and commission expense, which more than offset the benefits from lower general and administrative expenses and increased revenue; |
| • |
A $0.2 million decrease at Geminus to $0.1 million for the three months ended March 31, 2024, due to an increase in claims authorized on vehicle service agreements. General and administrative expenses were down slightly quarter to date; and |
| • |
A less than $0.1 million decrease at Trinity to $0.1 million for the three months ended March 31, 2024. |
Kingsway Search Xcelerator
The Kingsway Search Xcelerator revenue decreased to $9.5 million for the three months ended March 31, 2024 compared to $9.7 million for the three months ended March 31, 2023. Kingsway Search Xcelerator operating income was $1.3 million for the three months ended March 31, 2024 compared to $1.6 million for the three months ended March 31, 2023. Revenue and operating income were primarily impacted by the following:
| • |
Ravix operating income increased less than $0.1 million to $0.9 million for the three months ended March 31, 2024. A decrease in cost of sales was partially offset by a decrease in revenue; |
| • |
SNS operating income decreased $0.5 million to $0.1 million for the three months ended March 31, 2024, primarily due to a decrease in revenue, partially offset by lower cost of sales; |
| • |
CSuite operating income decreased $0.1 million to less than $0.1 million for the three months ended March 31, 2024, primarily due to a decrease in revenue, partially offset by lower cost of sales; and |
| • |
The revenue and operating income derived from SPI and DDI, which were acquired September 7, 2023 and October 26, 2023, respectively. SPI and DDI had combined revenue and operating income of $2.1 million and $0.3 million, respectively, during the three months ended March 31, 2024. |
Net Investment Income
Net investment income was $0.3 million in the first quarter of 2024 compared to $0.7 million in the first quarter of 2023. The decrease in net investment income for the three months ended March 31, 2024 primarily relates to the decrease in investment income from cash equivalents, as a result of a decrease in the cash equivalents balance.
Net realized gains were $0.1 million in the first quarter of 2024 compared to $0.2 million in the first quarter of 2023. The net realized gains for the three months ended March 31, 2024 primarily relate to realized gains recognized by Argo Holdings Fund I, LLC ("Argo Holdings"). The net realized gains for the three months ended March 31, 2023 primarily relate to realized gains recognized by Argo Holdings and distributions received from one of the Company’s investments in private companies in which its carrying value previously had been written down to zero as a result of prior distributions.
Loss on change in fair value of limited liability investments, at fair value was less than $0.1 million in the first quarter of 2024 compared to $0.1 million in the first quarter of 2023. The loss for the three months ended March 31, 2024 represents a decrease in fair value related to Argo Holdings. The loss for the three months ended March 31, 2023 represents a decrease in fair value of $0.3 million related to Net Lease Investment Grade Portfolio LLC ("Net Lease"), partially offset by an increase in fair value of $0.2 million related to Argo Holdings.
During the second quarter of 2023, the Company recorded the sale of Net Lease's final investment property. As a result of the sale, the Company's investment in Net Lease was zero at December 31, 2023.
Refer to Note 10, "Derivatives," to the unaudited consolidated interim financial statements, for further information on the option agreements.
Interest Expense
Interest expense for the first quarter of 2024 was $1.1 million compared to $3.0 million in the first quarter of 2023. The decrease for the three months ended March 31, 2024 is primarily attributable to:
| • |
A decrease of $1.9 million on the Company’s subordinated debt. On March 22, 2023, the Company repurchased TruPs debt having a principal amount of $75.5 million. As a result, the interest expense for the first quarter of 2024 relates only to the one remaining TruPs debt instrument outstanding. The Company's subordinated debt bore interest at the rate of LIBOR, plus spreads ranging from 3.85% to 4.20%. Effective July 3, 2023, the index used for determining the interest rate for the remaining trust preferred debt instrument converted from LIBOR to CME Term SOFR; |
|
| • | A decrease of less than $0.1 million related to the 2020 KWH Loan, as a result of a decrease in fair value of the interest rate swap related to the 2020 KWH bank loan; |
|
| • | A decrease of less than $0.1 million related to the SNS Loan, which has an annual interest rate equal to the greater of the Prime Rate plus 0.5%, or 5.00% (current rate of 9.00%); |
|
| • | A decrease of less than $0.1 million related to the 2022 Ravix Loan, which has an annual interest rate equal to the Prime Rate plus 0.75% (current rate of 9.25%); and |
|
| • | An increase of $0.1 million related to the DDI Loan, which was effective October 26, 2023, and has an annual interest rate equal to the greater of the Prime Rate plus 0.5%, or 5.00% (current rate of 9.00%). |
See Note 11, "Debt," to the Consolidated Financial Statements for further details.
Other Revenue and Expenses not Allocated to Segments, Net
Other revenue and expenses not allocated to segments, net was a net expense of $1.7 million in the first quarter of 2024 compared to $2.6 million in the first quarter of 2023. Included are revenue and expenses associated with our various other investments that are accounted for on a consolidated basis and expenses associated with our corporate holding company.
The decrease in net expense for the three months ended March 31, 2024 is primarily attributable to a management fee paid to the external manager of a previously consolidated entity in the first quarter of 2023 and lower salary and acquisition related expenses, partially offset by expense related to the Ravix contingent consideration liability during the three months ended March 31, 2024 compared to the same period in 2023.
KINGSWAY FINANCIAL SERVICES INC.
(Loss) Gain on Change in Fair Value of Debt
Loss on change in fair value of debt was $0.1 million in the first quarter of 2024 compared to a gain of $0.3 million in the first quarter of 2023. During the first quarter of 2023, the Company repurchased TruPs debt having a principal amount of $75.5 million. The change in fair value related to the repurchased TruPs debt was a gain of $0.3 million and the change in fair value related to the remaining TruPs debt instrument was less than $0.1 million during the three months ended March 31, 2023.
The (loss) gain for three months ended March 31, 2024 and March 31, 2023 reflects changes in the fair value of the subordinated debt resulting primarily from changes in interest rates used (not related to instrument-specific credit risk). The following summarizes the impacts:
| Impact of Rate Change on Fair Value |
Three months ended March 31, 2024 |
Three months ended March 31, 2023 |
|||
| Result |
Result |
||||
| LIBOR: |
|||||
| increase causes fair value to increase; decrease causes fair value to decrease |
Increase to fair value |
Decrease to fair value |
|||
| Risk free rate: |
|||||
| increase causes fair value to decrease; decrease causes fair value to increase |
Decrease to fair value |
Increase to fair value |
See "Debt" section below for further information.
Gain on Extinguishment of Debt
For the three months ended March 31, 2023, gain on extinguishment of debt consists of a $31.6 million gain related to the repurchase of TruPs debt having a principal amount of $75.5 million. The gain on extinguishment of debt results from removing the fair value of the debt, trust preferred debt repurchase options, deferred interest payable and accumulated other comprehensive income related to the repurchased TruPs from the Company's consolidated balance sheet at the repurchase date. See Note 11 "Debt," to the unaudited consolidated interim financial statements, for further discussion.
Income Tax Expense
Income tax expense for the first quarter of 2024 was $0.1 million compared to $0.7 million in the first quarter of 2023. For the three months ended March 31, 2024 and March 31, 2023, the Company reported income tax expense primarily due to state tax expense. See Note 14, "Income Taxes," to the unaudited consolidated interim financial statements, for additional detail of the income tax expense recorded for the three months ended March 31, 2024 and March 31, 2023.
INVESTMENTS
Portfolio Composition
See Note 2(d), "Summary of Significant Accounting Policies - Investments," to the consolidated financial statements in the 2023 Annual Report for an overview of how we account for our various investments.
At March 31, 2024, we held cash and cash equivalents, restricted cash and investments with a carrying value of $61.9 million. Our U.S. operations typically invest in U.S. dollar-denominated instruments to mitigate their exposure to currency rate fluctuations.
Table 2 below summarizes the carrying value of investments, including cash and cash equivalents and restricted cash, at the dates indicated.
KINGSWAY FINANCIAL SERVICES INC.
TABLE 2 Carrying value of investments, including cash and cash equivalents and restricted cash
(in thousands of dollars, except for percentages)
| Type of investment |
March 31, 2024 |
% of Total |
December 31, 2023 |
% of Total |
||||||||||||
| Fixed maturities: |
||||||||||||||||
| U.S. government, government agencies and authorities |
13,339 | 21.6 | % | 12,997 | 21.9 | % | ||||||||||
| States, municipalities and political subdivisions |
2,778 | 4.5 | % | 2,783 | 4.7 | % | ||||||||||
| Mortgage-backed |
9,076 | 14.7 | % | 9,253 | 15.6 | % | ||||||||||
| Asset-backed |
1,444 | 2.3 | % | 1,210 | 2.0 | % | ||||||||||
| Corporate |
9,948 | 16.1 | % | 10,230 | 17.2 | % | ||||||||||
| Total fixed maturities |
36,585 | 59.1 | % | 36,473 | 61.4 | % | ||||||||||
| Equity investments |
— | — | % | 79 | 0.1 | % | ||||||||||
| Limited liability investments |
753 | 1.2 | % | 812 | 1.4 | % | ||||||||||
| Limited liability investments, at fair value |
3,488 | 5.6 | % | 3,496 | 5.9 | % | ||||||||||
| Investments in private companies |
854 | 1.4 | % | 854 | 1.4 | % | ||||||||||
| Other investments |
— | — | % | 6 | 0.0 | % | ||||||||||
| Short-term investments |
163 | 0.3 | % | 161 | 0.3 | % | ||||||||||
| Total investments |
41,843 | 67.6 | % | 41,881 | 70.5 | % | ||||||||||
| Cash and cash equivalents |
12,112 | 19.6 | % | 9,098 | 15.4 | % | ||||||||||
| Restricted cash |
7,909 | 12.8 | % | 8,400 | 14.1 | % | ||||||||||
| Total |
61,864 | 100.0 | % | 59,379 | 100.0 | % | ||||||||||
Investment Impairment
The Company performs a quarterly analysis of its investments to determine if declines in fair value may result in the recognition of impairment losses in net (loss) income. Factors considered in the determination of whether or not an impairment loss is recognized in net (loss) income include a current intention or need to sell the security or an indication that a credit loss exists. See the "Significant Accounting Policies and Critical Estimates" section of Management's Discussion and Analysis of Financial Condition included in the 2023 Annual Report for further information regarding the Company's detailed analysis and factors considered in establishing an impairment loss on an investment.
The Company's fixed maturities are subject to declines in fair value below amortized cost that may result in the recognition of impairment losses in net (loss) income. If the decline in fair value is due to credit factors and the Company does not expect to receive cash flows sufficient to support the entire amortized cost basis, the credit loss is reported in the consolidated statements of operations in the period that the declines are evaluated. Significant judgment is required in the determination of whether a credit loss has occurred for a security. The Company considers all available evidence when determining whether a security requires a credit allowance to be recorded, including the financial condition and expected near-term and long term prospects of the issuer, whether the issuer is current with interest and principal payments, credit ratings on the security or changes in ratings over time, general market conditions, industry, sector or other specific factors and whether the Company expects to receive cash flows sufficient to recover the entire amortized cost basis of the security. The Company performs a quarterly analysis of its available-for-sale fixed maturity investments and other investments to determine if an impairment loss has occurred.
There were no impairment losses recorded related to investments during the three months ended March 31, 2024 and March 31, 2023.
At March 31, 2024 and December 31, 2023, the gross unrealized losses for fixed maturities amounted to $1.7 million and $1.7 million, respectively, and there were no unrealized losses attributable to non-investment grade fixed maturities.
DEBT
The principal and carrying value of the Company's debt instruments at March 31, 2024 and December 31, 2023 are as follows:
| (in thousands) |
March 31, 2024 |
December 31, 2023 |
||||||||||||||
| Principal |
Carrying Value |
Principal |
Carrying Value |
|||||||||||||
| Bank loan: |
||||||||||||||||
| 2021 Ravix Loan |
$ | 4,425 | $ | 4,425 | $ | 4,650 | $ | 4,650 | ||||||||
| 2022 Ravix Loan |
4,775 | 4,628 | 4,925 | 4,769 | ||||||||||||
| SNS Loan |
5,017 | 4,942 | 5,142 | 5,063 | ||||||||||||
| DDI Loan |
5,600 | 5,537 | 5,600 | 5,534 | ||||||||||||
| 2020 KWH Loan |
14,052 | 13,878 | 10,979 | 10,806 | ||||||||||||
| Total bank loans |
33,869 | 33,410 | 31,296 | 30,822 | ||||||||||||
| Subordinated debt |
15,000 | 13,651 | 15,000 | 13,594 | ||||||||||||
| Total |
$ | 48,869 | $ | 47,061 | $ | 46,296 | $ | 44,416 | ||||||||
See Note 11, "Debt," to the Consolidated Financial Statements for a detailed discussion of the Company’s debt instruments. Changes related to the Company’s debt during the first quarter of 2024 are further described below.
| KINGSWAY FINANCIAL SERVICES INC. |
Bank Loans
During the first quarter of 2024, the Company borrowed $3.5 million under the KWH Delayed Draw Term Loan ("DDTL"), $0.5 million under the KWH Loan revolver and $0.2 million under the SNS Loan Revolver.
The SNS Loan contains a number of covenants, including, but not limited to, a leverage ratio and a fixed charge ratio and limits on annual capital expenditures, all of which are as defined in and calculated pursuant to the SNS Loan that, among other things, restrict SNS’s ability to incur additional indebtedness, create liens, make dividends and distributions, engage in mergers, acquisitions and consolidations, make certain payments and investments and dispose of certain assets. At March 31, 2024 the Company is in default under the SNS Loan due to debt covenant violations related to the leverage and fixed charge ratios. The Company has received an amendment to the SNS Loan that waives the events of default for the fiscal quarter ended March 31, 2024. As of the report date, there is some uncertainty as to whether the Company will be in compliance with the covenants in future periods, and if not, when the Company will be able to cure any potential violations. A default may permit the lender to declare the amounts owed under the SNS Loan immediately due and payable, exercise their rights with respect to collateral securing the obligation, and/or exercise any other rights and remedies available.
Subordinated Debt
The Company's subordinated debt is measured and reported at fair value. At March 31, 2024, the carrying value of the subordinated debt is $13.7 million. The fair value of the subordinated debt is calculated using a model based on significant market observable inputs and inputs developed by a third party. For a description of the market observable inputs and inputs developed by a third party used in determining fair value of debt, see Note 20, "Fair Value of Financial Instruments," to the unaudited consolidated interim financial statements.
Though changes in the market observable swap rates will continue to introduce some volatility each quarter to the Company’s reported gain or loss on change in fair value of debt, changes in the credit spread assumption developed by the third party does not introduce volatility to the Company’s consolidated statements of operations. The fair value of the Company’s subordinated debt will eventually equal the principal value totaling $15.0 million of the subordinated debt by the time of the stated redemption date of the remaining trust, which matures on May 22, 2033.
Of the $0.1 million increase in fair value of the Company’s subordinated debt between December 31, 2023 and March 31, 2024, less than $0.1 million is reported as decrease in fair value of debt attributable to instrument-specific credit risk in the Company's unaudited consolidated statements of comprehensive (loss) income and $0.1 million is reported as loss on change in fair value of debt in the Company’s unaudited consolidated statements of operations.
RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 4, "Recently Issued Accounting Standards," to the unaudited consolidated interim financial statements, for discussion of certain accounting standards that may be applicable to the Company's current and future consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The purpose of liquidity management is to ensure there is sufficient cash to meet all financial commitments and obligations as they fall due. The liquidity requirements of the Company and its subsidiaries have been met primarily by funds generated from operations, capital raising, disposal of subsidiaries, investment maturities and investment income, and other returns received on investments and from the sale of investments.
A significant portion of the cash provided by our Extended Warranty companies is required to be placed into restricted trust accounts, as determined by the insurers who back-up our service contracts, in order to fund future expected claims. On a periodic basis (quarterly or annually), we may be required to contribute more into the restricted accounts or we may be permitted to draw additional funds from the restricted accounts, dependent upon actuarial analyses performed by the insurers regarding sufficiency of funds to cover future expected claims. A substantial portion of the restricted trust accounts are invested in fixed maturities and other instruments that have durations similar to the expected future claim projections.
Cash provided from these sources is used primarily for warranty expenses, business service expenses, debt servicing, acquisitions and operating expenses of the holding company.
The Company's Extended Warranty and Kingsway Search Xcelerator subsidiaries fund their obligations primarily through service fee and commission revenue.
Cash Flows from Continuing Operations
During the three months ended March 31, 2024, the Company reported $0.2 million of net cash provided by operating activities from continuing operations, primarily due to operating income from the Extended Warranty and Kingsway Search Xcelerator segments. During the three months ended March 31, 2023, the Company reported $22.8 million of net cash used in operating activities from continuing operations, primarily due to payment of deferred interest on the trust preferred debt instruments that were repurchased during the first quarter of 2023 ($16.1 million), payment of deferred interest on the remaining trust preferred debt instrument ($5.0 million), partially offset by operating income from the Extended Warranty and Kingsway Search Xcelerator segments.
| KINGSWAY FINANCIAL SERVICES INC. |
During the three months ended March 31, 2024, the net cash used in investing activities from continuing operations was $0.2 million. This use of cash is primarily attributed to purchases of fixed maturities and property and equipment, net in excess of proceeds from sales and maturities of fixed maturities and sales of equity securities. During the three months ended March 31, 2023, the net cash provided by investing activities from continuing operations was $6.3 million. This source of cash was primarily attributed to a distribution received by Net Lease from one of its limited liability investment companies of $5.2 million, as well as proceeds from sales and maturities of fixed maturities in excess of purchases of fixed maturities.
During the three months ended March 31, 2024, the net cash provided by financing activities from continuing operations was $2.5 million. This source of cash was primarily attributed to principal proceeds from bank loans of $4.2 million, partially offset by principal repayment on bank loans of $1.6 million. During the three months ended March 31, 2023, the net cash used in financing activities from continuing operations was $40.9 million. This use of cash was primarily attributed to the repurchase of five of the TruPs for $40.3 million, principal repayment on bank loans of $3.3 million and distributions to noncontrolling interest holders of $3.6 million, partially offset by cash proceeds from the exercise of warrants of $6.3 million.
Holding Company Liquidity
The liquidity of the holding company is managed separately from its subsidiaries. The obligations of the holding company primarily consist of holding company operating expenses; transaction-related expenses; investments; stock repurchases; and any other extraordinary demands on the holding company.
Pursuant to satisfying the covenants under the 2020 KWH Loan, distributions to the holding company in an aggregate amount not to exceed $1.5 million in any 12-month period are permitted. Also, beginning in 2022, the holding company is permitted to receive a portion of the excess cash flow (as defined in the 2020 KWH Loan document) generated by the KWH Subs in the previous year.
The amount of excess cash flow the Company is entitled to retain is dependent upon the leverage ratio (as defined in the 2020 KWH Loan document):
| Percent of excess cash flow |
||
| If leverage ratio is |
retained by the Company |
|
| Greater than 1.75:1.00 |
50% |
|
| Less than 1.75:1.00 but greater than 0.75:1.00 |
75% |
|
| Less than 0.75:1.0 |
100% |
The holding company’s liquidity, defined as the amount of cash in the bank accounts of Kingsway Financial Services Inc. and Kingsway America Inc., was $2.3 millionand $4.3 million at March 31, 2024 and December 31, 2023, respectively, which excludes future actions available to the holding company that could be taken to generate liquidity. Such future actions include, but are not limited to, distributions from the Extended Warranty and Kingsway Search Xcelerator operating companies subject to certain loan covenants that may be in place at each operating company. The holding company cash amounts are reflected in the cash and cash equivalents of $12.1 million and $9.1 million reported at March 31, 2024 and December 31, 2023, respectively, on the Company’s consolidated balance sheets.
Regulatory Capital
Kingsway Reinsurance Corporation ("Kingsway Re"), our reinsurance subsidiary domiciled in Barbados, is required by the regulator in Barbados to maintain minimum statutory capital of $125,000. Kingsway Re is currently operating with statutory capital near the regulatory minimum, requiring us to periodically contribute capital to fund operating expenses. Kingsway Re incurs operating expenses of approximately $0.1 million per year.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); therefore, pursuant to Regulation S-K, we are not required to make disclosures under this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2024.
| KINGSWAY FINANCIAL SERVICES INC. |
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports the Company files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, the Company’s management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints that require the Company’s management to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on the evaluation of our disclosure controls and procedures, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2024, there were two control deficiencies in our internal control over financial reporting which constituted material weaknesses, and accordingly the Company’s disclosure controls and procedures were not effective.
Management's Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's management evaluated the effectiveness of its internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), or COSO. Based on that evaluation and the discovery of the errors described in the following paragraphs, the Company’s management has concluded that, as of March 31, 2024, our internal control over financial reporting was not effective based on the COSO framework. We describe the material weaknesses in the following paragraphs.
Material Weaknesses in Internal Control over Financial Reporting
A material weakness is defined as a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
A. Spreadsheet Calculation Error. The Company did not correctly calculate the fair value of its subordinated debt as of December 31, 2023, due to a spreadsheet calculation error that resulted in an adjustment to the financial statements of approximately $1.2 million. The Company has a mitigating control in place, but this control did not operate during the fourth quarter timely as the fair value calculation was provided to the Company’s auditors prior to this control activity taking place. The fair value of the remaining tranche of subordinated debt was calculated, without error, as of March 31, 2023, June 30, 2023, and September 30, 2023. The spreadsheet calculation error as of December 31, 2023 has been corrected.
B. Cash Flow Statement Classification Error. The Company did not correctly present the amount related to the repurchase of the deferred interest on its subordinated debt as a cash outflow from operating activities (the entire repurchase amount was presented as a cash outflow from financing activities).
As a result of these identified material weaknesses, the Company considered whether other calculations and conclusions with respect to presentation could be impacted. Notwithstanding the material weaknesses described above, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, believes that these were isolated incidents, have been corrected, and that the consolidated financial statements contained in this Form 10-Q for the three months ended March 31, 2024 and March 31, 2023 fairly present, in all material respects, our financial condition, results of operations and cash flows for the fiscal years presented in conformity with U.S. GAAP.
Remediation of 2023 Material Weakness
We have corrected all errors discovered during our review process for fiscal 2023.
In addition, the Company has developed the following plan of remediation:
A. The Spreadsheet Calculation Error. The Company will implement a policy whereby alterations to workpapers pertaining to material financial items require an additional layer of review to ensure such alterations were correctly calculated.
B. Cash Flow Statement Classification Error. The Company failed to consult on the cash flow presentation aspect of the transaction. The Company will modify its existing policy that requires it to consult with third party experts on significant and/or unusual transactions to explicitly state that such consultations need to include all accounting aspects, including presentation and disclosure.
| KINGSWAY FINANCIAL SERVICES INC. |
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the period beginning January 1, 2024, and ending March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Information concerning pending legal proceedings is incorporated herein by reference to Note 22, "Commitments and Contingent Liabilities," to the unaudited consolidated interim financial statements in Part I of this Form 10-Q.
There have been no material changes with respect to those risk factors previously disclosed in our 2023 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the quarter ended March 31, 2024.
On March 21, 2023, the Company's Board of Directors approved a security repurchase program under which the Company is authorized to repurchase up to $10.0 million of its currently issued and outstanding securities through March 22, 2024. On March 22, 2024, the Company entered into a one year extension of its existing share repurchase program. As amended, the share repurchase program will now expire on March 21, 2025. See Note 17, "Shareholders' Equity," for further discussion of the share repurchase program.
The following table provides information about our repurchases of our securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 during the quarter ended March 31, 2024.
| Period |
Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) | ||||||||||||
| January 1 - 31, 2024 |
8,000 | $ | 8.00 | 8,000 | $ | 2,769 | ||||||||||
| February 1 - 29, 2024 |
— | — | — | $ | 2,769 | |||||||||||
| March 1- 31, 2024 |
— | — | — | $ | 2,769 | |||||||||||
| Total |
8,000 | $ | 8.00 | 8,000 | ||||||||||||
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
| KINGSWAY FINANCIAL SERVICES INC. |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 101.INS |
Inline XBRL Instance Document |
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| 101.SCH |
Inline XBRL Taxonomy Extension Schema |
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| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase |
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| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase |
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| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase |
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| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase |
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| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| KINGSWAY FINANCIAL SERVICES INC. |
|||||||||||
| Date: |
May 8, 2024 | By: |
/s/ John T. Fitzgerald |
||||||||
| John T. Fitzgerald, President, Chief Executive Officer and Director |
|||||||||||
| (principal executive officer) |
|||||||||||
| Date: |
May 8, 2024 | By: |
/s/ Kent A. Hansen |
||||||||
| Kent A. Hansen, Chief Financial Officer and Executive Vice President |
|||||||||||
| (principal financial officer) |
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