ITASCA,
Ill., Aug. 4, 2022 /CNW/ - (NYSE: KFS) Kingsway
Financial Services Inc. ("Kingsway" or the "Company") today
announced its operating results for the three and six months ended
June 30, 2022; the sale of PWSC for
$51.2 million; entrance into an
Option Agreement to repurchase a portion of its debt.
Second Quarter Operating Results
Financial highlights for the three and six months ended
June 30, 2022 and 2021 include:
- Cash provided by operating activities improved by $17.7 million to $6.2
million for the six months ended June
30, 2022, from cash used in operating activities of
($11.5) million in the same period a
year ago;
- Net loss was ($2.4) million for
the three months ended June 30, 2022,
compared to net loss of ($0.3)
million for the 2021 period; for the six months ended
June 30, 2022, net loss was
($4.9) million, compared to net
income of $0.6 million for the 2021
period;
- Non-GAAP adjusted income was $2.1
million for the three months ended June 30, 2022, compared to non-GAAP adjusted
income of $1.0 million for the 2021
period; for the six months ended June 30,
2022, non-GAAP adjusted income was $3.6 million, compared to $2.8 million for the 2021 period;
- Extended Warranty segment and Kingsway Search Xcelerator
("KSX") segment operating income was a total of $3.8 million for the three months ended
June 30, 2022, compared to a total of
$2.6 million for the three months
ended June 30, 2021; for the six
months ended June 30, 2022, total
Extended Warranty segment and KSX segment operating income was
$6.4 million, compared to
$7.9 million for the 2021
period;
- Non-GAAP adjusted EBITDA for the Extended Warranty segment and
KSX segment was a total of $4.1
million for the three months ended June 30, 2022, compared to a total of
$2.7 million for the three months
ended June 30, 2021; for the six
months ended June 30, 2022, total
Extended Warranty segment and KSX segment non-GAAP adjusted EBITDA
was a total of $6.8 million, compared
to $5.9 million for the 2021 period;
and
- The Company has paid down $3.6
million of the debt related to borrowings secured by certain
warranty companies since December 31,
2021. For the six months ended June
30, 2022, the Company paid down $0.4
million (net) in debt related to its acquisition of
Ravix.
"The company posted another strong operating quarter with
non-GAAP adjusted income significantly exceeding the prior year
quarter. We are pleased with the performance of the Extended
Warranty segment, and our performance at Ravix continues to exceed
our initial expectations," said John T.
Fitzgerald, President and Chief Executive Officer of
Kingsway Financial Services.
Reconciliations of GAAP to non-GAAP metrics are presented in the
attached schedules. The Company today also filed its second
quarter 2022 Quarterly Report on Form 10-Q.
Sale of PWSC
The Company today announced the sale of Professional Warranty
Service Corporation ("PWSC"), to PCF Insurance Services of the
West, LLC ("PCF Insurance Services"), for $51.2 million in base purchase price, subject to
customary adjustments for net working capital and transaction
expenses. The sale was effective on July 29, 2022. Kingsway received
$37.2 million in net cash proceeds in
connection with the sale. Additionally, Kingsway is entitled
to earn additional consideration based upon a one year earnout as
part of the sale.
"While we are sad to be parting ways with Tyler Gordy and the entire PWSC team, we are
excited by the opportunities this presents for Kingsway and its
shareholders. This was the first business acquisition we made
after I joined Kingsway. It is a validation of our strategy
of backing talented young managers in acquisitions of great
businesses and one we hope to continue to replicate within our
Search Xcelerator segment. The sale also freed up capital to
improve our balance sheet and make new investments in our Search
Xcelerator segment." said John T.
Fitzgerald, President and Chief Executive Officer of
Kingsway. "The sale of PWSC, combined with distributions
received from PWSC over the years, represents an approximate 10x
return on our initial investment of $5
million over roughly 4.5 years," continued Mr.
Fitzgerald. "We believe we found a great partner for PWSC in
PCF Insurance Services, and we wish both teams all the best in
years to come."
Option Agreement to Repurchase a Portion of Debt
The Company today also announced that on August 2, 2022, it entered into an agreement with
a holder of four of its trust preferred debt instruments ("TruPs"),
representing approximately 64% of the total outstanding principal
and accrued interest of its TruPs, that gives the Company the
option to repurchase up to 100% of the holder's principal and
deferred interest for 63% of the outstanding principal and deferred
interest thereunder. Refer to Note 11, Debt, of our second quarter
2022 Quarterly Report on Form 10-Q, which was filed today, for
further details.
"The option to repurchase a meaningful portion of our
outstanding TruPs at such a significant discount is very accretive
for Kingsway and its shareholders" said Mr. Fitzgerald. "We
intend to fund the repurchases with a portion of the PWSC sale
proceeds, as well as potential proceeds from the continued sales of
our non-strategic commercial real estate investments."
About the Company
Kingsway is a holding company that owns or controls subsidiaries
primarily in the extended warranty, business services, asset
management and real estate industries. The common shares of
Kingsway are listed on the New York Stock Exchange under the
trading symbol "KFS."
Non U.S. GAAP Financial Measure
The Company believes that non-GAAP adjusted net income (loss)
and non-GAAP adjusted EBITDA, when presented in conjunction with
comparable GAAP measures, provide useful information about the
Company's operating results and enhances the overall ability to
assess the Company's financial performance. The Company uses
non-GAAP adjusted net income (loss) and non-GAAP adjusted EBITDA,
together with other measures of performance under GAAP, to compare
the relative performance of operations in planning, budgeting and
reviewing the performance of its business. Non-GAAP adjusted net
income (loss) and non-GAAP adjusted EBITDA allow investors to make
a more meaningful comparison between the Company's core business
operating results over different periods of time. The Company
believes that non-GAAP adjusted net income (loss) and non-GAAP
adjusted EBITDA, when viewed with the Company's results under GAAP
and the accompanying reconciliations, provide useful information
about the Company's business without regard to potential
distortions. By eliminating potential differences in results of
operations between periods caused by the factors listed in the
attached schedules, the Company believes that non-GAAP adjusted net
income (loss) and non-GAAP adjusted EBITDA can provide useful
additional basis for comparing the current performance of the
underlying operations being evaluated. Investors should consider
these non-GAAP measures in addition to, not as a substitute for or
as superior to, financial reporting measures prepared in accordance
with GAAP. Investors are encouraged to review the Company's
financial results prepared in accordance with GAAP to understand
the Company's performance taking into account all relevant
factors.
Forward-Looking Statements
This press release and/or Shareholder Letter may include
"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; however, the
absence of any such words does not mean that a statement is a not a
forward-looking statement. 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, including as a result of the COVID 19 pandemic. For
information identifying important factors that could cause actual
results to differ materially from those anticipated in the
forward-looking statements, please refer to the section entitled
"Risk Factors" in the Company's 2021 Annual Report on Form 10-K and
subsequent Form 10-Qs and Form 8-Ks filed with the Securities and
Exchange Commission. Except as expressly required by applicable
securities law, the Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise.
Additional Information
Additional information about Kingsway, including a copy of its
Annual Reports 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.
Kingsway Financial Services Inc.
Reconciliation of GAAP Net (Loss) Income to Non-GAAP Adjusted
Income (Loss)
(in thousands)
(UNAUDITED)
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
|
6/30/2022
|
|
|
6/30/2022
|
|
|
3/31/2022
|
|
|
12/31/2021
|
|
|
9/30/2021
|
|
GAAP Net (Loss)
Income
|
|
$
|
(3,652)
|
|
|
$
|
(2,365)
|
|
|
$
|
(2,504)
|
|
|
$
|
1,443
|
|
|
$
|
(226)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized (Gains) Losses
(1)
|
|
|
(399)
|
|
|
|
(36)
|
|
|
|
(26)
|
|
|
|
(240)
|
|
|
|
(97)
|
|
Changes in fair
value (2)
|
|
|
4,347
|
|
|
|
2,395
|
|
|
|
2,060
|
|
|
|
652
|
|
|
|
(760)
|
|
Other items
(3)
|
|
|
2,857
|
|
|
|
593
|
|
|
|
490
|
|
|
|
992
|
|
|
|
782
|
|
Amortization
expense
|
|
|
6,896
|
|
|
|
1,494
|
|
|
|
1,494
|
|
|
|
1,476
|
|
|
|
2,432
|
|
Total Non-GAAP
Adjustments
|
|
|
13,701
|
|
|
|
4,446
|
|
|
|
4,018
|
|
|
|
2,880
|
|
|
|
2,357
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Adjusted
Income
|
|
$
|
10,049
|
|
|
$
|
2,081
|
|
|
$
|
1,514
|
|
|
$
|
4,323
|
|
|
$
|
2,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Includes reduction
due to IWS change in estimate (4)
|
|
$
|
944
|
|
|
$
|
-
|
|
|
$
|
944
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Includes reduction
due to PWI final purchase accounting (4)
|
|
$
|
1,857
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,857
|
|
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
|
6/30/2021
|
|
|
6/30/2021
|
|
|
3/31/2021
|
|
|
12/31/2020
|
|
|
9/30/2020
|
|
GAAP Net (Loss)
Income
|
|
$
|
(2,959)
|
|
|
$
|
(256)
|
|
|
$
|
899
|
|
|
$
|
(2,478)
|
|
|
$
|
(1,124)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized (Gain) Loss
(1)
|
|
|
830
|
|
|
|
(71)
|
|
|
|
-
|
|
|
|
800
|
|
|
|
101
|
|
Change in fair value
(2)
|
|
|
(877)
|
|
|
|
51
|
|
|
|
1,372
|
|
|
|
(1,426)
|
|
|
|
(874)
|
|
Other items
(3)
|
|
|
7,126
|
|
|
|
736
|
|
|
|
1,558
|
|
|
|
3,944
|
|
|
|
888
|
|
PPP forgiveness
(5)
|
|
|
(2,877)
|
|
|
|
-
|
|
|
|
(2,494)
|
|
|
|
(383)
|
|
|
|
-
|
|
Amortization
expense
|
|
|
2,137
|
|
|
|
496
|
|
|
|
497
|
|
|
|
572
|
|
|
|
572
|
|
Total Non-GAAP
Adjustments
|
|
|
6,339
|
|
|
|
1,212
|
|
|
|
933
|
|
|
|
3,507
|
|
|
|
687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Adjusted
Income (Loss)
|
|
$
|
3,380
|
|
|
$
|
956
|
|
|
$
|
1,832
|
|
|
$
|
1,029
|
|
|
$
|
(437)
|
|
|
|
(1)
|
Includes realized gains
and losses on the Company's non-core investments and loss on the
extinguishment of debt.
|
(2)
|
Includes unrealized
gains and losses on non-core investments; change in the fair value
of subordinated debt (net of the portion of the change attributable
to instrument-specific credit risk); and change in the fair value
of the Ravix earn-out (changes in fair value recorded as other
income or expense).
|
(3)
|
Other items
includes: legal expenses associated with the Company's
defense against significant litigation matters; acquisition-related
expenses; charges relating to severance and consulting agreements
pertaining to former key employees; non-cash expense arising from
the grant and modification of stock-based awards to employees;
expense relating to the settlement of all remaining Amigo claims;
extraordinary audit and audit-related expenses incurred as a result
of the delayed filing of the 2018 and 2019 Kingsway audited
financial statements and related quarterly filings; and net expense
incurred as a result of legal settlement reached with DGI in Q1
2021.
|
(4)
|
The three months ended
3/31/2022, include a non-cash net charge of $0.9 million relating
to change in estimate in accounting for IWS deferred revenue and
deferred contract costs associated with vehicle service contract
administration fees. The three months ended 9/30/2021
includes a $1.9 million non-cash, current period cumulative
reduction to service fee and commission revenue relating to the
finalization of the PWI purchase accounting.
|
(5)
|
Given the non-recurring
nature of the PPP forgiveness benefit, the Company has concluded
this should be excluded from non-GAAP adjusted net income
(loss).
|
Kingsway Financial Services Inc.
Reconciliation of Extended Warranty Segment Operating Income to
Non-GAAP Adjusted EBITDA
and Pro Forma Non-GAAP Adjusted EBITDA
(in thousands)
(UNAUDITED)
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
|
6/30/2022
|
|
|
6/30/2022
|
|
|
3/31/2022
|
|
|
12/31/2021
|
|
|
9/30/2021
|
|
GAAP Operating
Income for Extended Warranty segment
|
|
$
|
9,385
|
|
|
$
|
2,936
|
|
|
$
|
1,723
|
|
|
$
|
3,326
|
|
|
$
|
1,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income
(1)
|
|
|
290
|
|
|
|
96
|
|
|
|
76
|
|
|
|
52
|
|
|
|
66
|
|
Gain (loss) on sale of
core investments (2)
|
|
|
(19)
|
|
|
|
(16)
|
|
|
|
(4)
|
|
|
|
19
|
|
|
|
(18)
|
|
Depreciation
|
|
|
311
|
|
|
|
87
|
|
|
|
74
|
|
|
|
95
|
|
|
|
55
|
|
Total Non-GAAP
Adjustments
|
|
|
582
|
|
|
|
167
|
|
|
|
146
|
|
|
|
166
|
|
|
|
103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted
EBITDA for Extended Warranty segment
|
|
$
|
9,967
|
|
|
$
|
3,103
|
|
|
$
|
1,869
|
|
|
$
|
3,492
|
|
|
$
|
1,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Includes reduction
due to IWS change in estimate (3)
|
|
$
|
944
|
|
|
$
|
-
|
|
|
$
|
944
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Includes reduction
due to PWI final purchase accounting (3)
|
|
$
|
1,857
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
1,857
|
|
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
|
6/30/2021
|
|
|
6/30/2021
|
|
|
3/31/2021
|
|
|
12/31/2020
|
|
|
9/30/2020
|
|
GAAP Operating
Income for Extended Warranty segment
|
|
$
|
12,379
|
|
|
$
|
2,600
|
|
|
$
|
5,310
|
|
|
$
|
3,264
|
|
|
$
|
1,205
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income
(1)
|
|
|
236
|
|
|
|
42
|
|
|
|
43
|
|
|
|
51
|
|
|
|
100
|
|
Gain (loss) on sale of
core investments (2)
|
|
|
39
|
|
|
|
1
|
|
|
|
12
|
|
|
|
(3)
|
|
|
|
29
|
|
PPP forgiveness
(4)
|
|
|
(2,566)
|
|
|
|
-
|
|
|
|
(2,183)
|
|
|
|
(383)
|
|
|
|
-
|
|
Depreciation
|
|
|
235
|
|
|
|
53
|
|
|
|
12
|
|
|
|
112
|
|
|
|
58
|
|
Total Non-GAAP
Adjustments
|
|
|
(2,056)
|
|
|
|
96
|
|
|
|
(2,116)
|
|
|
|
(223)
|
|
|
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted
EBITDA for Extended Warranty segment
|
|
$
|
10,323
|
|
|
$
|
2,696
|
|
|
$
|
3,194
|
|
|
$
|
3,041
|
|
|
$
|
1,392
|
|
PWI operating income
(5)
|
|
|
2,010
|
|
|
|
-
|
|
|
|
-
|
|
|
|
914
|
|
|
|
1,096
|
|
PWI depreciation
(5)
|
|
|
43
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30
|
|
|
|
13
|
|
Pro forma Non-GAAP
adjusted EBITDA for Extended Warranty segment
|
|
$
|
12,376
|
|
|
$
|
2,696
|
|
|
$
|
3,194
|
|
|
$
|
3,985
|
|
|
$
|
2,501
|
|
|
|
(1)
|
Investment income
arising as part of Extended Warranty segment's minimum holding
requirements
|
(2)
|
Realized Gains (losses)
resulting from investments held in trust as part of Extended
Warranty segment's minimum holding requirements
|
(3)
|
The three months ended
3/31/2022 include a non-cash net charge of $0.9 million relating to
change in estimate in accounting for IWS deferred revenue and
deferred contract costs associated with vehicle service contract
administration fees. The three months ended 9/30/2021
includes a $1.9 million non-cash, current period cumulative
reduction to service fee and commission revenue relating to the
finalization of the PWI purchase accounting.
|
(4)
|
Given the non-recurring
nature of the PPP forgiveness benefit, the Company has concluded
this should be excluded from non-GAAP adjusted EBITDA and pro forma
non-GAAP EBITDA.
|
(5)
|
Includes amounts
related to PWI prior to acquisition (July 2020 through November
2020).
|
Kingsway Financial Services Inc.
Reconciliation of KSX Segment Operating Income to Non-GAAP Adjusted
EBITDA
(in thousands)
(UNAUDITED)
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
|
6/30/2022
|
|
|
6/30/2022
|
|
|
3/31/2022
|
|
|
|
GAAP Operating
Income for KSX segment
|
|
$
|
1,699
|
|
|
$
|
893
|
|
|
$
|
806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee costs
(1)
|
|
|
110
|
|
|
|
55
|
|
|
|
55
|
|
|
|
Total Non-GAAP
Adjustments
|
|
|
110
|
|
|
|
55
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted
EBITDA for KSX segment
|
|
$
|
1,809
|
|
|
$
|
948
|
|
|
$
|
861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Costs associated with
employees assisting during a transition period and are not expected
to be replaced once transition period has ended (approximately one
year from acquisition date).
|
View original
content:https://www.prnewswire.com/news-releases/kingsway-reports-second-quarter-2022-results-and-announces-sale-of-pwsc-for-51-2-million-entrance-into-an-option-agreement-to-repurchase-a-portion-of-its-debt-301600237.html
SOURCE Kingsway Financial Services Inc.