10Q Q2 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
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(Mark One) | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For Quarterly Period Ended June 30, 2014 |
or |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from _____ to _____
Commission File Number: 001-15204
Kingsway Financial Services Inc.
(Exact name of registrant as specified in its charter)
_________________________
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Ontario, Canada (State or other jurisdiction of incorporation or organization) | | Not Applicable (I.R.S. Employer Identification No.) |
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45 St. Clair Avenue West, Suite 400 Toronto, Ontario M4V 1K9 |
(Address of principal executive offices and zip code) |
1-416-848-1171 |
(Registrant's telephone number, including area code) |
_________________________
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. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller Reporting Company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The number of shares outstanding of the registrant's common stock as of August 8, 2014 was 16,429,761.
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KINGSWAY FINANCIAL SERVICES INC. |
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Table Of Contents |
PART I - FINANCIAL INFORMATION | | |
ITEM 1. FINANCIAL STATEMENTS | | |
Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013 | | |
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013 (unaudited) | | |
Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2014 and 2013 (unaudited) | | |
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (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 | | |
ITEM 4. MINE SAFETY DISCLOSURES | | |
ITEM 5. OTHER INFORMATION | | |
ITEM 6. EXHIBITS | | |
SIGNATURES | | |
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KINGSWAY FINANCIAL SERVICES INC. |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
(in thousands, except per share data)
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| | | | | | | | |
| | June 30, 2014 |
| | December 31, 2013 |
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| | (unaudited) |
| | |
Assets | | | | |
Investments: | | | | |
Fixed maturities, at fair value (amortized cost of $51,196 and $53,455, respectively) | | $ | 51,784 |
| | $ | 54,151 |
|
Equity investments, at fair value (cost of $12,356 and $3,554, respectively) | | 16,707 |
| | 7,137 |
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Limited liability investments | | 6,935 |
| | 4,406 |
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Other investments, at cost which approximates fair value | | 2,000 |
| | 3,000 |
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Short-term investments, at cost which approximates fair value | | 401 |
| | 501 |
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Total investments | | 77,827 |
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| 69,195 |
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Cash and cash equivalents | | 67,520 |
| | 98,589 |
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Accrued investment income | | 980 |
| | 614 |
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Premiums receivable, net of allowance for doubtful accounts of $1,889 and $2,123, respectively | | 30,044 |
| | 32,035 |
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Service fee receivable, net of allowance for doubtful accounts of $245 and $0, respectively | | 23,489 |
| | 19,012 |
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Other receivables, net of allowance for doubtful accounts of $1,061 and $1,062, respectively | | 9,450 |
| | 4,097 |
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Reinsurance recoverable | | 5,852 |
| | 10,335 |
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Prepaid reinsurance premiums | | 102 |
| | 6,816 |
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Deferred acquisition costs, net | | 12,625 |
| | 12,392 |
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Property and equipment, net of accumulated depreciation of $16,160 and $15,848, respectively | | 1,421 |
| | 1,662 |
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Goodwill | | 10,588 |
| | 10,588 |
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Intangible assets, net of accumulated amortization of $19,406 and $18,583, respectively | | 48,095 |
| | 48,918 |
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Other assets | | 3,909 |
| | 4,039 |
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Asset held for sale | | 5,167 |
| | 6,347 |
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Total Assets | | $ | 297,069 |
| | $ | 324,639 |
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Liabilities and Shareholders' Equity | | | | |
| | | | |
Liabilities: | | | | |
Unpaid loss and loss adjustment expenses: | | | | |
Property and casualty | | $ | 72,658 |
| | $ | 84,534 |
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Vehicle service agreements | | 3,052 |
| | 3,128 |
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Total unpaid loss and loss adjustment expenses | | 75,710 |
| | 87,662 |
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Unearned premiums | | 38,176 |
| | 48,577 |
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Reinsurance payable | | 96 |
| | 1,033 |
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LROC preferred units, at fair value | | 14,806 |
| | 14,854 |
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Senior unsecured debentures, at fair value | | — |
| | 14,356 |
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Subordinated debt, at fair value | | 35,754 |
| | 28,471 |
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Deferred income tax liability | | 4,738 |
| | 4,173 |
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Deferred service fees | | 50,277 |
| | 48,788 |
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Income taxes payable | | 246 |
| | 2,984 |
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Accrued expenses and other liabilities | | 39,143 |
| | 36,821 |
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Total Liabilities | | $ | 258,946 |
| | $ | 287,719 |
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Shareholders' Equity: | | | | |
Class A preferred stock, no par value; unlimited number authorized; 262,876 and zero issued and outstanding at June 30, 2014 and December 31, 2013, respectively | | $ | 6,343 |
| | $ | — |
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Common stock, no par value; unlimited number authorized; 16,429,761 and 16,429,761 issued and outstanding at June 30, 2014 and December 31, 2013, respectively | | — |
| | — |
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Additional paid-in capital | | 325,631 |
| | 324,803 |
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Accumulated deficit | | (305,636 | ) | | (298,930 | ) |
Accumulated other comprehensive income | | 10,366 |
| | 9,601 |
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Shareholders' equity attributable to common shareholders | | 36,704 |
| | 35,474 |
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Noncontrolling interests in consolidated subsidiaries | | 1,419 |
| | 1,446 |
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Total Shareholders' Equity | | 38,123 |
| | 36,920 |
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Total Liabilities and Shareholders' Equity | | $ | 297,069 |
| | $ | 324,639 |
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See accompanying notes to unaudited consolidated financial statements.
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KINGSWAY FINANCIAL SERVICES INC. |
Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
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| | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2014 |
| | 2013 |
| | 2014 |
| | 2013 |
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Revenues: | | | | | | | | |
Net premiums earned | | $ | 28,755 |
| | $ | 28,297 |
| | $ | 60,675 |
| | $ | 56,365 |
|
Service fee and commission income | | 13,926 |
| | 12,052 |
| | 28,650 |
| | 25,176 |
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Net investment income | | 341 |
| | 816 |
| | 754 |
| | 1,396 |
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Net realized gains (losses) | | 5,091 |
| | 32 |
| | 5,130 |
| | (1,377 | ) |
Other-than-temporary impairment loss | | — |
| | (1,800 | ) | | — |
| | (1,800 | ) |
Other income | | 2,467 |
| | 2,174 |
| | 4,538 |
| | 4,392 |
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Total revenues | | 50,580 |
| | 41,571 |
| | 99,747 |
| | 84,152 |
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Expenses: | | | | | | | | |
Loss and loss adjustment expenses | | 21,794 |
| | 24,615 |
| | 42,855 |
| | 46,446 |
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Commissions and premium taxes | | 5,532 |
| | 5,171 |
| | 12,085 |
| | 11,883 |
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Cost of services sold | | 937 |
| | 146 |
| | 1,793 |
| | 146 |
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General and administrative expenses | | 17,625 |
| | 19,988 |
| | 36,149 |
| | 39,592 |
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Restructuring expense | | (54 | ) | | 147 |
| | (34 | ) | | 927 |
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Interest expense | | 1,364 |
| | 1,927 |
| | 2,797 |
| | 3,760 |
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Amortization of intangible assets | | 409 |
| | 508 |
| | 823 |
| | 1,066 |
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Contingent consideration expense | | 267 |
| | 155 |
| | 534 |
| | 310 |
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Impairment of asset held for sale | | 1,180 |
| | 1,446 |
| | 1,180 |
| | 1,446 |
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Total expenses | | 49,054 |
| | 54,103 |
| | 98,182 |
| | 105,576 |
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Income (loss) before (loss) gain on change in fair value of debt, loss on disposal of subsidiary, loss on buy-back of debt, equity in net income of investee and income tax benefit | | 1,526 |
| | (12,532 | ) | | 1,565 |
| | (21,424 | ) |
(Loss) gain on change in fair value of debt | | (7,799 | ) | | 2,338 |
| | (7,236 | ) | | (6,613 | ) |
Loss on disposal of subsidiary | | — |
| | — |
| | (1,242 | ) | | — |
|
Loss on buy-back of debt | | — |
| | — |
| | — |
| | (24 | ) |
Equity in net income of investee | | — |
| | — |
| | — |
| | 255 |
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Loss before income tax benefit | | (6,273 | ) | | (10,194 | ) | | (6,913 | ) | | (27,806 | ) |
Income tax benefit | | (799 | ) | | (525 | ) | | (433 | ) | | (801 | ) |
Net loss | | (5,474 | ) | | (9,669 | ) | | (6,480 | ) | | (27,005 | ) |
Less: net (loss) income attributable to noncontrolling interests in consolidated subsidiaries | | (558 | ) | | 617 |
| | 95 |
| | 712 |
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Less: dividends on preferred stock | | 82 |
| | — |
| | 135 |
| | — |
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Net loss attributable to common shareholders | | $ | (4,998 | ) | | $ | (10,286 | ) | | $ | (6,710 | ) | | $ | (27,717 | ) |
Loss per share – net loss attributable to common shareholders: | | | | | | | | |
Basic: | | $ | (0.30 | ) | | $ | (0.78 | ) | | $ | (0.41 | ) | | $ | (2.11 | ) |
Diluted: | | (0.30 | ) | | (0.78 | ) | | (0.41 | ) | | (2.11 | ) |
Weighted average shares outstanding (in ‘000s): | | | | | | | | |
Basic: | | 16,430 |
| | 13,149 |
| | 16,430 |
| | 13,149 |
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Diluted: | | 16,430 |
| | 13,149 |
| | 16,430 |
| | 13,149 |
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See accompanying notes to unaudited consolidated financial statements.
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KINGSWAY FINANCIAL SERVICES INC. |
Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
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| | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2014 |
| | 2013 |
| | 2014 |
| | 2013 |
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| | | | | | | | |
Net loss | | $ | (5,474 | ) | | $ | (9,669 | ) | | $ | (6,480 | ) | | $ | (27,005 | ) |
Other comprehensive (loss) income, net of taxes(1): | | | | | | | | |
Unrealized (losses) gains on fixed maturities and equity investments: | | | | | | | | |
Unrealized (losses) gains arising during the period | | (1,906 | ) | | 1,639 |
| | (680 | ) | | 1,136 |
|
Reclassification adjustment for amounts included in net loss | | 1,287 |
| | 34 |
| | 1,339 |
| | 282 |
|
Foreign currency translation adjustments | | 3 |
| | (2 | ) | | (15 | ) | | (1 | ) |
Equity in other comprehensive income of investee | | — |
| | 747 |
| | — |
| | 642 |
|
Other comprehensive (loss) income | | (616 | ) | | 2,418 |
| | 644 |
| | 2,059 |
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Comprehensive loss | | (6,090 | ) | | (7,251 | ) | | (5,836 | ) | | (24,946 | ) |
Less: comprehensive (loss) income attributable to noncontrolling interests in consolidated subsidiaries | | (568 | ) | | 605 |
| | (27 | ) | | 671 |
|
Comprehensive loss attributable to common shareholders | | $ | (5,522 | ) | | $ | (7,856 | ) | | $ | (5,809 | ) | | $ | (25,617 | ) |
(1) Net of income tax benefit of $0 and $0 for the three and six months ended June 30, 2014 and June 30, 2013, respectively. | | |
See accompanying notes to unaudited consolidated financial statements
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KINGSWAY FINANCIAL SERVICES INC. |
Consolidated Statements of Cash Flows
(in thousands)
(unaudited) |
| | | | | | | | |
| | Six months ended June 30, | |
| | 2014 |
| | 2013 |
|
Cash provided by (used in): | | | | |
Operating activities: | | | | |
Net loss | | $ | (6,480 | ) | | $ | (27,005 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Equity in net income of investee | | — |
| | (255 | ) |
Equity in net income of limited liability investments | | (25 | ) | | (155 | ) |
Depreciation and amortization | | 1,368 |
| | 1,885 |
|
Contingent consideration expense | | 534 |
| | 310 |
|
Stock based compensation expense, net of forfeitures | | 828 |
| | 67 |
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Net realized (gains) losses | | (5,130 | ) | | 1,377 |
|
Loss on change in fair value of debt | | 7,236 |
| | 6,613 |
|
Deferred income taxes | | 741 |
| | (136 | ) |
Other than temporary impairment loss | | — |
| | 1,800 |
|
Amortization of fixed maturities premiums and discounts | | 377 |
| | 1,906 |
|
Loss on disposal of subsidiary | | 1,242 |
| | — |
|
Impairment of asset held for sale | | 1,180 |
| | 1,446 |
|
Realized loss on buy-back of debt | | — |
| | 24 |
|
Changes in operating assets and liabilities: | | | | |
Premiums and service fee receivable | | (2,486 | ) | | (3,406 | ) |
Other receivables | | (5,353 | ) | | (102 | ) |
Reinsurance recoverable | | 4,483 |
| | (6,576 | ) |
Prepaid reinsurance premiums | | 6,714 |
| | (4,519 | ) |
Deferred acquisition costs | | (233 | ) | | 2,305 |
|
Unpaid loss and loss adjustment expenses | | (11,952 | ) | | (6,721 | ) |
Unearned premiums | | (10,401 | ) | | 2,261 |
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Reinsurance payable | | (937 | ) | | 2,664 |
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Deferred service fees | | 1,489 |
| | 211 |
|
Other, net | | 535 |
| | 414 |
|
Net cash used in operating activities | | (16,270 | ) | | (25,592 | ) |
Investing activities: | | | | |
Proceeds from sales and maturities of fixed maturities | | 11,210 |
| | 10,878 |
|
Proceeds from sales of equity investments | | 5,703 |
| | 377 |
|
Proceeds from sales of other investments | | 1,000 |
| | — |
|
Proceeds from sales of investment in investee | | — |
| | 13,638 |
|
Purchase of fixed maturities | | (12,368 | ) | | (4,892 | ) |
Purchase of equity investments | | (9,430 | ) | | (23 | ) |
Net acquisition of limited liability investments | | (2,494 | ) | | (588 | ) |
Purchase of other investments | | — |
| | (1,031 | ) |
Net purchases of short-term investments | | (103 | ) | | (325 | ) |
Acquisition of business, net of cash acquired | | — |
| | (1,052 | ) |
Net purchases of property and equipment | | (304 | ) | | (269 | ) |
Net cash (used in) provided by investing activities | | (6,786 | ) | | 16,713 |
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Financing activities: | | | | |
Proceeds from issuance of preferred stock, net | | 6,343 |
| | — |
|
Redemption of senior unsecured debentures | | (14,356 | ) | | (583 | ) |
Net cash used in financing activities | | (8,013 | ) | | (583 | ) |
Net decrease in cash and cash equivalents | | (31,069 | ) | | (9,462 | ) |
Cash and cash equivalents at beginning of period | | 98,589 |
| | 80,813 |
|
Cash and cash equivalents at end of period | | $ | 67,520 |
| | $ | 71,351 |
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See accompanying notes to unaudited consolidated financial statements.
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KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
NOTE 1 BUSINESS
Kingsway Financial Services Inc. (the "Company" or "Kingsway") was incorporated under the Business Corporations Act (Ontario) on September 19, 1989. Kingsway is a Canadian holding company with operating subsidiaries located in the United States. The Company operates as a merchant bank primarily engaged, through its subsidiaries, in the property and casualty insurance business.
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 ("2013 Annual Report") for the year ended December 31, 2013.
The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. 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 the provision for unpaid loss and loss adjustment expenses, valuation of fixed maturities and equity investments, valuation of deferred income taxes, valuation of intangible assets, goodwill recoverability, deferred acquisition costs, fair value assumptions for debt obligations and contingent consideration.
The fair values of the Company's investments in fixed maturities and equity investments, LROC preferred units, senior unsecured debentures, subordinated debt and contingent consideration are estimated using a fair value hierarchy to categorize the inputs it uses in valuation techniques. Fair values for other investments approximate their unpaid principal balance. The carrying amounts reported in the consolidated balance sheets approximate fair values for cash, short-term investments and certain other assets and other liabilities because of their short-term nature.
The Company's financial results contained herein are reported in U.S. dollars unless otherwise indicated.
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes to our significant accounting policies as reported in our 2013 Annual Report.
NOTE 4 RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 amends ASC Topic 740, Income Taxes, to provide guidance and reduce diversity in practice on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Effective January 1, 2014, the Company adopted ASU 2013-11. Except for the new disclosure requirements, the adoption of the standard did not have an impact on the consolidated financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of ASC 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expected to be entitled in exchange for those goods or services. ASC 2014-09 is effective for reporting periods beginning after December 15, 2016 and early adoption is not permitted. Insurance contracts are not within the scope of ASU 2014-09, therefore this standard would not apply to the Company's Insurance Underwriting segment. The Company is evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements.
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KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
NOTE 5 ACQUISITION AND DISPOSITIONS
(a) Acquisition
Trinity Warranty Solutions LLC:
Effective May 22, 2013, the Company's subsidiary, Trinity Warranty Solutions LLC ("Trinity"), acquired certain intangible assets and liabilities of Trinity Warranty Corp. for total consideration consisting of approximately $1.1 million in cash and future contingent payments. As further discussed in Note 17, "Segmented Information," Trinity is included in the Insurance Services segment. Trinity is based in Illinois and is a provider of warranty products and maintenance support to consumers and businesses in the heating, ventilation, air conditioning ("HVAC") and refrigeration industry.
This acquisition was accounted for as a business combination using the purchase method of accounting. The purchase price was allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the date of acquisition. During the fourth quarter of 2013, the Company completed its fair value analysis on the assets acquired and liabilities assumed. Goodwill of $1.1 million was recognized in addition to $0.5 million of a separately identifiable intangible asset for customer-related relationships. The fair value analysis performed resulted in the establishment of a $0.6 million liability effective May 22, 2013 related to present value of future contingent payments. The maximum the Company can pay in future contingent payments is $2.4 million, on an undiscounted basis. The contingent payments are payable annually beginning in 2014 through 2023, are subject to the achievement of certain targets and may be adjusted in future periods based on actual performance achieved. As of June 30, 2014, the recorded value of the contingent payment liability is $0.9 million, which is included in accrued expenses and other liabilities on the consolidated balance sheets.
(b) Dispositions
1347 Property Insurance Holdings, Inc.:
Effective March 31, 2014, the Company's wholly owned subsidiary, 1347 Property Insurance Holdings, Inc. ("PIH"), formerly known as Maison Insurance Holdings, Inc., completed an initial public offering of its common stock. Total consideration to the Company as a result of this transaction was $7.7 million, consisting of a 28.7% interest in the common shares of PIH. As a result of the disposal, the Company recognized a loss of $1.2 million during the first quarter of 2014. The earnings of PIH are included in the consolidated statements of operations through the March 31, 2014 transaction date. At March 31, 2014, the Company's investment in the common stock of PIH was reported as investment in investee in the consolidated balance sheets.
During the second quarter of 2014, PIH announced the closing and settlement of an underwritten public offering of 2,875,000 shares of its common stock at a price to the public of $8.00 per share. As a result of the issuance of additional shares of common stock, the Company's approximate voting percentage in PIH was reduced to 15.7% at June 30, 2014. As a result of this change in ownership and other qualitative factors, the Company determined that its investment in the common stock of PIH no longer qualified for the equity method of accounting. Accordingly, the Company's investment in PIH common stock is included in equity investments and reported at its fair value of $8.9 million in the consolidated balance sheets at June 30, 2014.
Investment in Atlas Financial Holdings, Inc.:
The Company formerly held an investment in the preferred and restricted voting common stock of Atlas Financial Holdings, Inc. ("Atlas") that was recorded as investment in investee in the consolidated balance sheets. On February 12, 2013, the Company executed an underwriting agreement to sell 2,625,000 shares of Atlas common stock. The shares were being offered as part of Atlas' United States initial public offering at a price per share of $5.85. During the first quarter of 2013, the Company received net proceeds of $13.6 million and recognized a loss of $1.7 million, which is included in net realized gains (losses) on the consolidated statements of operations, resulting from commissions and other expenses incurred as part of the sale. As a result of this sale, the Company's approximate voting percentage in Atlas was reduced to 16.5%. As a result of this change in ownership and other qualitative factors, the Company determined that its investment in the common stock of Atlas no longer qualified for the equity method of accounting. Prior to discontinuing the use of the equity method of accounting for Atlas, the Company used a reporting lag of three months to report its proportionate share of Atlas' results.
Equity in net income of investee was zero and $0.3 million for the six months ended June 30, 2014 and June 30, 2013, respectively. The Company also recognized an increase to shareholders' equity attributable to common shareholders of $0.7 million and $0.6 million for the three and six months ended June 30, 2013, respectively, for the Company's pro rata share of its investee's accumulated other comprehensive income.
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KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
During the fourth quarter of 2013, the Company further reduced its investment in the common stock of Atlas. The Company's investment in Atlas common stock at June 30, 2014 is included in equity investments and reported at fair value of $2.0 million in the consolidated balance sheets.
NOTE 6 INVESTMENTS
The amortized cost, gross unrealized gains and losses, and estimated fair value of the Company's investments in fixed maturities and equity investments at June 30, 2014 and December 31, 2013 are summarized in the tables shown below:
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| | | | | | | | | | | | | | | | |
(in thousands) | | June 30, 2014 | |
| | Amortized Cost |
| | Gross Unrealized Gains |
| | Gross Unrealized Losses |
| | Estimated Fair Value |
|
Fixed maturities: | | | | | | | | |
U.S. government, government agencies and authorities | | $ | 12,822 |
| | $ | 475 |
| | $ | 6 |
| | $ | 13,291 |
|
Canadian government | | 4,576 |
| | — |
| | 204 |
| | 4,372 |
|
States municipalities and political subdivisions | | 6,110 |
| | 117 |
| | — |
| | 6,227 |
|
Mortgage-backed | | 2,755 |
| | 20 |
| | 1 |
| | 2,774 |
|
Asset-backed securities and collateralized mortgage obligations | | 5,892 |
| | 7 |
| | — |
| | 5,899 |
|
Corporate | | 19,041 |
| | 195 |
| | 15 |
| | 19,221 |
|
Total fixed maturities | | 51,196 |
| | 814 |
| | 226 |
| | 51,784 |
|
Equity investments: | | | | | | | | |
Common stock | | 12,148 |
| | 4,242 |
| | 30 |
| | 16,360 |
|
Warrants | | 208 |
| | 139 |
| | — |
| | 347 |
|
Total equity investments | | 12,356 |
| | 4,381 |
| | 30 |
| | 16,707 |
|
Total fixed maturities and equity investments | | $ | 63,552 |
| | $ | 5,195 |
| | $ | 256 |
| | $ | 68,491 |
|
|
| | | | | | | | | | | | | | | | |
(in thousands) | | December 31, 2013 | |
| | Amortized Cost |
| | Gross Unrealized Gains |
| | Gross Unrealized Losses |
| | Estimated Fair Value |
|
Fixed maturities: | | | | | | | | |
U.S. government, government agencies and authorities | | $ | 17,777 |
| | $ | 591 |
| | $ | 30 |
| | $ | 18,338 |
|
Canadian government | | 4,235 |
| | — |
| | 153 |
| | 4,082 |
|
States municipalities and political subdivisions | | 6,126 |
| | 105 |
| | — |
| | 6,231 |
|
Mortgage-backed | | 1,993 |
| | 15 |
| | 2 |
| | 2,006 |
|
Asset-backed securities and collateralized mortgage obligations | | 3,996 |
| | 1 |
| | 3 |
| | 3,994 |
|
Corporate | | 19,328 |
| | 183 |
| | 11 |
| | 19,500 |
|
Total fixed maturities | | 53,455 |
| | 895 |
| | 199 |
| | 54,151 |
|
Equity investments: | | | | | | | | |
Common stock | | 3,554 |
| | 3,623 |
| | 40 |
| | 7,137 |
|
Total fixed maturities and equity investments | | $ | 57,009 |
| | $ | 4,518 |
| | $ | 239 |
| | $ | 61,288 |
|
|
| | |
KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
The table below summarizes the Company's fixed maturities at June 30, 2014 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) | | June 30, 2014 | |
| | Amortized Cost |
| | Estimated Fair Value |
|
Due in one year or less | | $ | 17,130 |
| | $ | 16,999 |
|
Due after one year through five years | | 26,792 |
| | 27,388 |
|
Due after five years through ten years | | 4,456 |
| | 4,555 |
|
Due after ten years | | 2,818 |
| | 2,842 |
|
Total | | $ | 51,196 |
| | $ | 51,784 |
|
The following tables highlight the aggregate unrealized loss position, by security type, of fixed maturities and equity investments in unrealized loss positions as of June 30, 2014 and December 31, 2013. The tables segregate the holdings based on the period of time the investments have been continuously held in unrealized loss positions.
|
| | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | | | | | | | | | June 30, 2014 | |
| 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 | $ | 1,271 |
| | $ | 6 |
| | $ | 634 |
| | $ | — |
| | $ | 1,905 |
| | $ | 6 |
|
Canadian government | — |
| | — |
| | 4,372 |
| | 204 |
| | 4,372 |
| | 204 |
|
Mortgage-backed | 548 |
| | 1 |
| | — |
| | — |
| | 548 |
| | 1 |
|
Asset-backed securities and collateralized mortgage obligations | 150 |
| | — |
| | — |
| | — |
| | 150 |
| | — |
|
Corporate | 2,579 |
| | 15 |
| | — |
| | — |
| | 2,579 |
| | 15 |
|
Total fixed maturities | 4,548 |
| | 22 |
| | 5,006 |
| | 204 |
| | 9,554 |
| | 226 |
|
Equity investments: | | | | | | | | |
|
| |
|
|
Common stock | 918 |
| | 30 |
| | — |
| | — |
| | 918 |
| | 30 |
|
Total | $ | 5,466 |
| | $ | 52 |
| | $ | 5,006 |
| | $ | 204 |
| | $ | 10,472 |
| | $ | 256 |
|
|
| | |
KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
|
| | | | | | | | | | | | | | | | | | | | | | | |
(in thousands) | | | | | | | | | December 31, 2013 | |
| 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 | $ | 4,008 |
| | $ | 30 |
| | $ | — |
| | $ | — |
| | $ | 4,008 |
| | $ | 30 |
|
Canadian government | — |
| | — |
| | 4,082 |
| | 153 |
| | 4,082 |
| | 153 |
|
Mortgage-backed | 919 |
| | 2 |
| | — |
| | — |
| | 919 |
| | 2 |
|
Asset-backed securities and collateralized mortgage obligations | 3,474 |
| | 3 |
| | — |
| | — |
| | 3,474 |
| | 3 |
|
Corporate | 408 |
| | 1 |
| | — |
| | 10 |
| | 408 |
| | 11 |
|
Total fixed maturities | 8,809 |
| | 36 |
| | 4,082 |
| | 163 |
| | 12,891 |
| | 199 |
|
Equity investments: | | | | | | | | | | | |
Common stock | 969 |
| | 35 |
| | 1 |
| | 5 |
| | 970 |
| | 40 |
|
Total | $ | 9,778 |
| | $ | 71 |
| | $ | 4,083 |
| | $ | 168 |
| | $ | 13,861 |
| | $ | 239 |
|
Fixed maturities and equity investments contain approximately 17 and 27 individual investments that were in unrealized loss positions as of June 30, 2014 and December 31, 2013, respectively.
The establishment of an other-than-temporary impairment on an investment requires a number of judgments and estimates. The Company performs a quarterly analysis of the individual investments to determine if declines in market value are other-than-temporary. The analysis includes some or all of the following procedures as deemed appropriate by the Company:
| |
• | identifying all unrealized loss positions that have existed for at least six months; |
| |
• | identifying other circumstances which management believes may impact the recoverability of the unrealized loss positions; |
| |
• | obtaining a valuation analysis from third-party investment managers regarding the intrinsic value of these investments based on their knowledge and experience together with market-based valuation techniques; |
| |
• | reviewing the trading range of certain investments over the preceding calendar period; |
| |
• | assessing if declines in market value are other-than-temporary for debt instruments based on the investment grade credit ratings from third-party rating agencies; |
| |
• | assessing if declines in market value are other-than-temporary for any debt instrument with a non-investment grade credit rating based on the continuity of its debt service record; |
| |
• | determining the necessary provision for declines in market value that are considered other-than-temporary based on the analyses performed; and |
| |
• | assessing the Company's ability and intent to hold these investments at least until the investment impairment is recovered. |
The risks and uncertainties inherent in the assessment methodology used to determine declines in market value that are other-than-temporary include, but may not be limited to, the following:
| |
• | the opinions of professional investment managers could be incorrect; |
| |
• | the past trading patterns of individual investments may not reflect future valuation trends; |
| |
• | the credit ratings assigned by independent credit rating agencies may be incorrect due to unforeseen or unknown facts related to a company's financial situation; and |
| |
• | the debt service pattern of non-investment grade instruments may not reflect future debt service capabilities and may not reflect a company's unknown underlying financial problems. |
As a result of the analysis performed by the Company to determine declines in market value that are other-than-temporary, there were no write-downs for other-than-temporary impairments related to investments for the three and six months ended June 30, 2014.
On July 8, 2013, the Company announced that it had entered into a non-binding letter of intent with its former investee, Atlas, to sell its holdings of Atlas preferred stock for 90.0% of liquidation value, or $16.2 million. On August 1, 2013, the Company announced that the transaction had closed. As a result, the Company recorded a write-down for other-than-temporary impairment
|
| | |
KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
related to its investment in Atlas preferred stock of $1.8 million for the three and six months ended June 30, 2013. There were no write-downs related to fixed maturities or other investments for the three and six months ended June 30, 2013.
There were no other-than-temporary losses recognized in other comprehensive (loss) income for the three and six months ended June 30, 2014 and June 30, 2013.
The Company has reviewed currently available information regarding investments with estimated fair values that are less than their carrying amounts and believes that these unrealized losses are not other-than-temporary and are primarily due to temporary market and sector-related factors rather than to issuer-specific factors. The Company does not intend to sell those investments, and it is not likely that it will be required to sell those investments before recovery of its amortized cost.
The Company does not have any exposure to subprime mortgage-backed investments.
Limited liability investments include investments in limited liability companies and a limited partnership that primarily invest in income-producing real estate or real estate related investments. The Company's interests in these investments are not deemed minor and, therefore, are accounted for under the equity method of accounting. As of June 30, 2014 and December 31, 2013, the carrying value of limited liability investments totaled $6.9 million and $4.4 million, respectively. At June 30, 2014, the Company has unfunded commitments totaling $0.5 million to fund limited liability investments. Income from limited liability investments is recognized based on the Company's share of the earnings of the limited liability entities and is included in net investment income.
Other investments include collateral loans and are reported at their unpaid principal balance. As of June 30, 2014 and December 31, 2013, the carrying value of other investments totaled $2.0 million and $3.0 million, respectively.
Gross realized gains and losses on fixed maturities, equity investments and limited liability investments for the three and six months ended June 30, 2014 and June 30, 2013 were as follows:
|
| | | | | | | | | | | | | | | | |
(in thousands) | | Three months ended June 30, | | | Six months ended June 30, | |
| | 2014 |
| | 2013 |
| | 2014 |
| | 2013 |
|
Gross realized gains | | $ | 5,091 |
| | $ | 64 |
| | $ | 5,139 |
| | $ | 373 |
|
Gross realized losses | | — |
| | (32 | ) | | (9 | ) | | (32 | ) |
Total | | $ | 5,091 |
| | $ | 32 |
| | $ | 5,130 |
| | $ | 341 |
|
Gross realized losses for the six months ended June 30, 2013 reported in the preceding table excludes the realized loss of $1.7 million on the sale of Atlas common stock recorded during the first quarter of 2013. At the time this loss was incurred, the Atlas common stock was classified as investment in investee. Refer to Note 5, "Acquisition and Dispositions," for further discussion.
Net investment income for the three and six months ended June 30, 2014 and June 30, 2013, respectively, is comprised as follows:
|
| | | | | | | | | | | | | | | | |
(in thousands) | | Three months ended June 30, | | | Six months ended June 30, | |
| | 2014 |
| | 2013 |
| | 2014 |
| | 2013 |
|
Investment income | | | | | | | | |
Interest from fixed maturities | | $ | 271 |
| | $ | 368 |
| | $ | 543 |
| | $ | 650 |
|
Dividends | | 54 |
| | 237 |
| | 86 |
| | 490 |
|
Income from limited liability investments | | 3 |
| | 105 |
| | 25 |
| | 155 |
|
Other | | 86 |
| | 167 |
| | 228 |
| | 259 |
|
Gross investment income | | 414 |
| | 877 |
| | 882 |
| | 1,554 |
|
Investment expenses | | (73 | ) | | (61 | ) | | (128 | ) | | (158 | ) |
Net investment income | | $ | 341 |
| | $ | 816 |
| | $ | 754 |
| | $ | 1,396 |
|
At June 30, 2014, fixed maturities and short-term investments with an estimated fair value of $12.0 million were on deposit with state and provincial regulatory authorities. Also, from time to time, the Company pledges investments to third-parties to collateralize liabilities incurred under its policies of insurance. At June 30, 2014, the amount of such pledged securities was $15.1 million.
|
| | |
KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
NOTE 7 DEFERRED ACQUISITION COSTS
Policy acquisition costs consist primarily of commissions, premium taxes, and underwriting and agency expenses, net of ceding commission income, incurred related to successful efforts to acquire new or renewal insurance contracts and vehicle service agreements. Acquisition costs deferred on both property and casualty insurance products and vehicle service agreements are amortized over the period in which the related revenues are earned.
The components of deferred acquisition costs and the related amortization expense for the three and six months ended June 30, 2014 and 2013, respectively, are comprised as follows:
|
| | | | | | | | | | | | | | | | |
(in thousands) | | Three months ended June 30, | | | Six months ended June 30, | |
| | 2014 |
| | 2013 |
| | 2014 |
| | 2013 |
|
Beginning balance, net | | $ | 12,559 |
| | $ | 12,685 |
| | $ | 12,392 |
| | $ | 14,102 |
|
Additions | | 6,827 |
| | 6,595 |
| | 14,101 |
| | 15,767 |
|
Amortization | | (6,761 | ) | | (7,483 | ) | | (12,825 | ) | | (18,072 | ) |
Acquisition costs disposed of during the year related to PIH | | — |
| | — |
| | (1,043 | ) | | — |
|
Balance at June 30, net | | $ | 12,625 |
| | $ | 11,797 |
| | $ | 12,625 |
| | $ | 11,797 |
|
NOTE 8 INTANGIBLE ASSETS
Intangible assets are comprised as follows:
|
| | | | | | | | | | | | |
(in thousands) | | | June 30, 2014 | |
| | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value |
Intangible assets subject to amortization | | | | | | |
Database | | $ | 4,918 |
| | $ | 799 |
| | $ | 4,119 |
|
Vehicle service agreements in-force | | 3,680 |
| | 2,598 |
| | 1,082 |
|
Customer-related relationships | | 3,611 |
| | 532 |
| | 3,079 |
|
Non-compete agreement | | 70 |
| | 39 |
| | 31 |
|
Intangible assets not subject to amortization | | | | | | |
Renewal rights | | 46,756 |
| | 15,438 |
| | 31,318 |
|
Insurance licenses | | 7,803 |
| | — |
| | 7,803 |
|
Trade name | | 663 |
| | — |
| | 663 |
|
Total | | $ | 67,501 |
| | $ | 19,406 |
| | $ | 48,095 |
|
|
| | | | | | | | | | | | |
(in thousands) | | | December 31, 2013 | |
| | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value |
Intangible assets subject to amortization | | | | | | |
Database | | $ | 4,918 |
| | $ | 554 |
| | $ | 4,364 |
|
Vehicle service agreements in-force | | 3,680 |
| | 2,220 |
| | 1,460 |
|
Customer-related relationships | | 3,611 |
| | 344 |
| | 3,267 |
|
Non-compete agreement | | 70 |
| | 27 |
| | 43 |
|
Intangible assets not subject to amortization | | | | | | |
Renewal rights | | 46,756 |
| | 15,438 |
| | 31,318 |
|
Insurance licenses | | 7,803 |
| | — |
| | 7,803 |
|
Trade name | | 663 |
| | — |
| | 663 |
|
Total | | $ | 67,501 |
| | $ | 18,583 |
| | $ | 48,918 |
|
|
| | |
KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
The Company's intangible assets with definite useful lives are amortized over their estimated useful lives. Amortization of intangible assets was $0.4 million and $0.5 million for the three months ended June 30, 2014 and June 30, 2013, respectively ($0.8 million and $1.1 million for the six months ended June 30, 2014 and June 30, 2013, respectively).
The insurance licenses, renewal rights and trade name intangible assets have indefinite useful lives and are not amortized. The renewal rights intangible assets, recognized related to the acquisitions of Northeast Alliance Insurance Agency, LLC ("NEA") and Assigned Risk Solutions Ltd. ("ARS"), were originally being amortized on a straight-line basis over 10 to 15 years. As a result of the acquisition of ARS during 2010, the Company determined that it was necessary to re-examine the useful lives assigned to the renewal rights intangible assets due to the fact that NEA and ARS service the assigned risk business in the states of New York and New Jersey and operate in the New York voluntary markets where there is limited competition for the renewal rights. As a result of the review performed, the Company determined that there were no legal, regulatory, contractual, competitive, economic, or other factors limiting the useful life of the renewal rights intangible assets; therefore, effective January 1, 2011, the renewal rights intangible assets were deemed to have indefinite useful lives and are no longer being amortized. The renewal rights had accumulated amortization of $15.4 million at December 31, 2010.
NOTE 9 ASSET HELD FOR SALE
As of June 30, 2014, property consisting of building and land located in Miami, Florida with a carrying value of $5.2 million was classified as held for sale. During the three months ended June 30, 2014 and June 30, 2013, the Company recorded write-downs of $1.2 million and $1.4 million, respectively, related to the asset held for sale. At June 30, 2014, the carrying value of the property is equal to its fair value net of estimated selling costs.
NOTE 10 UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES
The establishment of the provision for unpaid loss and loss adjustment expenses is based on known facts and interpretation of circumstances and is therefore a complex and dynamic process influenced by a large variety of factors. These factors include the Company's experience with similar cases and historical trends involving loss payment patterns, pending levels of unpaid loss and loss adjustment expenses, product mix or concentration, loss severity and loss frequency patterns.
Other factors include the continually evolving and changing regulatory and legal environment; actuarial studies; professional experience and expertise of the Company's claims departments' personnel and independent adjusters retained to handle individual claims; the quality of the data used for projection purposes; existing claims management practices including claims-handling and settlement practices; the effect of inflationary trends on future loss settlement costs; court decisions; economic conditions; and public attitudes.
Consequently, the process of determining the provision necessarily involves risks that the actual results will deviate, perhaps materially, from the best estimates made.
The Company's evaluation of the adequacy of unpaid loss and loss adjustment expenses includes a re-estimation of the liability for unpaid loss and loss adjustment expenses relating to each preceding financial year compared to the liability that was previously established.
|
| | |
KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
(a) Property and Casualty
The results of this comparison and the changes in the provision for property and casualty unpaid loss and loss adjustment expenses, net of amounts recoverable from reinsurers, as of June 30, 2014 and June 30, 2013 were as follows:
|
| | | | | | | | |
(in thousands) | | June 30, 2014 |
| | June 30, 2013 |
|
Balance at beginning of period, gross | | $ | 84,534 |
| | $ | 103,116 |
|
Less reinsurance recoverable related to property and casualty unpaid loss and loss adjustment expenses | | 7,942 |
| | 5,478 |
|
Balance at beginning of period, net | | 76,592 |
| | 97,638 |
|
Incurred related to: | | | | |
|
Current year | | 40,286 |
| | 43,992 |
|
Prior years | | (866 | ) | | (834 | ) |
Paid related to: | | | | |
|
Current year | | (19,961 | ) | | (20,116 | ) |
Prior years | | (27,361 | ) | | (31,897 | ) |
Disposal of unpaid loss and loss adjustment expenses related to PIH | | (405 | ) | | — |
|
Balance at end of period, net | | 68,285 |
| | 88,783 |
|
Plus reinsurance recoverable related to property and casualty unpaid loss and loss adjustment expenses | | 4,373 |
| | 7,920 |
|
Balance at end of period, gross | | $ | 72,658 |
| | $ | 96,703 |
|
(b) Vehicle Service Agreements
The results of the comparison and the changes in the provision for vehicle service agreement unpaid loss and loss adjustment expenses as of June 30, 2014 and June 30, 2013 were as follows:
|
| | | | | | | | |
(in thousands) | | June 30, 2014 |
| | June 30, 2013 |
|
Balance at beginning of period | | $ | 3,128 |
| | $ | 3,448 |
|
Incurred related to: | | | | |
Current year | | 3,435 |
| | 3,288 |
|
Prior years | | — |
| | — |
|
Paid related to: | | | | |
Current year | | (3,450 | ) | | (3,515 | ) |
Prior years | | (61 | ) | | (81 | ) |
Balance at end of period | | $ | 3,052 |
| | $ | 3,140 |
|
NOTE 11 DEBT
Debt consists of the following instruments:
|
| | | | | | | | | | | | | | | | |
(in thousands) | | June 30, 2014 | | December 31, 2013 |
| | Principal |
| | Fair Value |
| | Principal |
| | Fair Value |
|
7.5% senior notes due 2014 | | $ | — |
| | $ | — |
| | $ | 14,356 |
| | $ | 14,356 |
|
LROC preferred units due 2015 | | 14,806 |
| | 14,806 |
| | 14,854 |
| | 14,854 |
|
Subordinated debt | | 90,500 |
| | 35,754 |
| | 90,500 |
| | 28,471 |
|
Total | | $ | 105,306 |
| | $ | 50,560 |
| | $ | 119,710 |
| | $ | 57,681 |
|
|
| | |
KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
Subordinated indebtedness mentioned above consists of the following trust preferred debt instruments:
|
| | | | | |
Issuer | Principal |
| Issue date | Interest | Redemption date |
Kingsway CT Statutory Trust I | 15,000 |
| 12/4/2002 | annual interest rate equal to LIBOR, plus 4.00% payable quarterly | 12/4/2032 |
Kingsway CT Statutory Trust II | 17,500 |
| 5/15/2003 | annual interest rate equal to LIBOR, plus 4.10% payable quarterly | 5/15/2033 |
Kingsway CT Statutory Trust III | 20,000 |
| 10/29/2003 | annual interest rate equal to LIBOR, plus 3.95% payable quarterly | 10/29/2033 |
Kingsway DE Statutory Trust III | 15,000 |
| 5/23/2003 | annual interest rate equal to LIBOR, plus 4.20% payable quarterly | 5/23/2033 |
Kingsway DE Statutory Trust IV | 10,000 |
| 9/30/2003 | annual interest rate equal to LIBOR, plus 3.85% payable quarterly | 9/30/2033 |
Kingsway DE Statutory Trust VI | 13,000 |
| 1/8/2004 | annual interest rate equal to LIBOR, plus 4.00% payable quarterly | 1/8/2034 |
During the first quarter of 2011, 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. At June 30, 2014, deferred interest payable of $15.0 million is included in accrued expenses and other liabilities in the consolidated balance sheets.
During the first quarter of 2014, the Company repaid the $14.4 million remaining amount outstanding on its senior unsecured debentures due February 1, 2014. No debt repurchases were made during the three and six months ended June 30, 2014. During the first quarter of 2013, the Company purchased for $0.6 million, including accrued interest, $0.6 million of par value of its senior unsecured debentures due February 1, 2014 with a carrying value of $0.6 million, including accrued interest, recording a loss of $0.0 million. No debt repurchases were made during the three months ended June 30, 2013.
NOTE 12 INCOME TAXES
Income tax benefit for the three and six months ended June 30, 2014 and June 30, 2013, respectively, varies from the amount that would result by applying the applicable United States corporate income tax rate of 34% to loss before income tax benefit. The following table summarizes the differences:
|
| | | | | | | | | | | | |
(in thousands) | | Three months ended June 30, | | | Six months ended June 30, | |
| | 2014 |
| | 2013 |
| | 2014 |
| | 2013 |
|
Income tax benefit at United States statutory income tax rate | | (2,133 | ) | | (3,466 | ) | | (2,350 | ) | | (9,454 | ) |
Valuation allowance | | 2,476 |
| | 2,891 |
| | 2,460 |
| | 9,265 |
|
Change in unrecognized tax benefits | | (1,082 | ) | | — |
| | (1,024 | ) | | — |
|
Non-taxable dividend income | | (415 | ) | | 4 |
| | (830 | ) | | (847 | ) |
Indefinite life intangibles | | 283 |
| | 280 |
| | 566 |
| | 548 |
|
Prior year tax | | — |
| | (710 | ) | | (341 | ) | | (710 | ) |
Other | | 72 |
| | 476 |
| | 1,086 |
| | 397 |
|
Income tax benefit | | (799 | ) | | (525 | ) | | (433 | ) | | (801 | ) |
The Company maintains a valuation allowance for its gross deferred tax assets at June 30, 2014 and December 31, 2013. The Company's operations have generated substantial operating losses during the last several years. These losses can be available to reduce income taxes that might otherwise be incurred on future taxable income. The Company's operations, however, remain challenged and, as a result, 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 June 30, 2014 and December 31, 2013 net deferred tax asset. The Company carries a deferred income tax liability of $4.7 million and $4.2 million at June 30, 2014 and December 31, 2013, respectively, all of which relates to indefinite life intangible assets.
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KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
As of June 30, 2014 and December 31, 2013, the Company carried a liability for unrecognized tax benefits of $0.4 million and $3.2 million, respectively, that is included in income taxes payable in the consolidated balance sheets. The Company generally recognizes interest and penalties related to unrecognized tax benefits in income tax benefit.
NOTE 13 NET LOSS PER SHARE
The following table sets forth the reconciliation of numerators and denominators for the basic and diluted loss per share computation for the three and six months ended June 30, 2014 and June 30, 2013:
|
| | | | | | | | | | | | | | | | |
(in thousands, except per share data) | | Three months ended June 30, | | Six months ended June 30, |
| | 2014 | | 2013 | | 2014 | | 2013 |
Numerator: | | | | | | | | |
Net loss | | $ | (5,474 | ) | | $ | (9,669 | ) | | (6,480 | ) | | (27,005 | ) |
Plus (less): net loss (income) attributable to noncontrolling interests | | 558 |
| | (617 | ) | | (95 | ) | | (712 | ) |
Less: dividends on preferred stock | | (82 | ) | | — |
| | (135 | ) | | — |
|
Net loss attributable to common shareholders | | (4,998 | ) | | (10,286 | ) | | (6,710 | ) | | (27,717 | ) |
Denominator: | | | | | | | | |
Weighted average basic shares | | | | | | | | |
Weighted average common shares outstanding | | 16,430 |
| | 13,149 |
| | 16,430 |
| | 13,149 |
|
Weighted average diluted shares | | | | | | | | |
Weighted average common shares outstanding | | 16,430 |
| | 13,149 |
| | 16,430 |
| | 13,149 |
|
Effect of potentially dilutive securities | | — |
| | — |
| | — |
| | — |
|
Total weighted average diluted shares | | 16,430 |
| | 13,149 |
| | 16,430 |
| | 13,149 |
|
Basic loss per common share | | $ | (0.30 | ) | | $ | (0.78 | ) | | $ | (0.41 | ) | | $ | (2.11 | ) |
Diluted loss per common share | | $ | (0.30 | ) | | $ | (0.78 | ) | | $ | (0.41 | ) | | $ | (2.11 | ) |
Net loss per share is based on the weighted-average number of shares outstanding. Diluted weighted-average shares is calculated by adjusting basic weighted-average shares outstanding by all potentially dilutive securities. Potentially dilutive securities consist of stock options, unvested restricted stock awards, warrants and convertible preferred stock. Since the Company is reporting a net loss for the three and six months ended June 30, 2014 and June 30, 2013, all potentially dilutive securities outstanding were excluded from the calculation of both basic and diluted loss per share since their inclusion would have been anti-dilutive.
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KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
NOTE 14 STOCK-BASED COMPENSATION
(a) Stock Options
The following table summarizes the stock option activity during the six months ended June 30, 2014:
|
| | | | | | | | | | | | | |
(in thousands, except for share data) | | | | | | | |
| | Number of Options Outstanding | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term (in Years) | | Aggregate Intrinsic Value |
Outstanding at December 31, 2013 | | 355,625 |
| | C$ | 18.35 |
| |
|
| | — |
|
Granted | | 611,875 |
| | $ | 4.50 |
| | | | |
Exchanged and Cancelled | | (351,875 | ) | | C$ | 18.12 |
| | | | |
Expired | | (1,875 | ) | | C$ | 40.12 |
| | | | |
Forfeited | | (1,875 | ) | | C$ | 40.12 |
| | | | |
Outstanding at June 30, 2014 | | 611,875 |
| | $ | 4.50 |
| | 3.7 |
| | 1,083 |
|
Exercisable at June 30, 2014 | | 611,875 |
| | $ | 4.50 |
| | 3.7 |
| | 1,083 |
|
The aggregate intrinsic value of stock options outstanding and exercisable is the difference between the June 30, 2014 market price for the Company's common shares and the exercise price of the options, multiplied by the number of options where the fair value exceeds the exercise price.
The Company uses the Black-Scholes option pricing model to estimate the fair value of each option on the date of grant. The assumptions used in the Black-Scholes pricing model for options granted or exchanged during the six months ended June 30, 2014 were as follows:
|
| | | |
| | June 30, 2014 |
|
Risk-free interest rate | | 0.06% - 1.4% |
|
Dividend yield | | — |
|
Expected volatility | | 0.4 | % |
Expected term (in years) | | 0.78 - 4 |
|
(b) Restricted Stock Awards
Under the 2013 Equity Incentive Plan, the Company made grants of restricted stock to certain officers of the Company. The restricted stock vests after a ten-year period and is subject to the officer's continued employment through the vesting date. The restricted stock is amortized on a straight-line basis over the ten-year requisite service period. Total unamortized compensation expense related to unvested awards at June 30, 2014 was $8.0 million. The grant-date fair value of restricted stock awards is determined using the closing price of Kingsway common stock on the date of grant. The following table summarizes the activity related to unvested restricted stock for the six months ended June 30, 2014:
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| | | | | | | |
(in thousands, except for share data) | | | | |
| | Restricted stock awards | | Weighted-average grant date fair value (per share) |
Unvested at December 31, 2013 | | — |
| | — |
|
Granted | | 1,972,345 |
| | $ | 4.14 |
|
Unvested at June 30, 2014 | | 1,972,345 |
| | $ | 4.14 |
|
Total stock-based compensation expense, net of forfeitures was $0.2 million and $0.1 million for the three months ended June 30, 2014 and June 30, 2013, respectively ($0.8 million and $0.1 million, respectively, year to date).
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KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
NOTE 15 SHAREHOLDERS' EQUITY
On May 13, 2013, the Company's shareholders approved an amendment to the Company's Articles of Incorporation to create an unlimited number of zero par value class A preferred shares. The Company's Board of Directors will have the ability to fix the designation, rights, privileges, restrictions and conditions attaching to the shares of each series of preferred shares. The preferred shares will have priority over the common shares.
On February 3, 2014, the Company closed on its previously announced private placement totaling $6.6 million. At closing, the Company received gross proceeds of $6.6 million, resulting from the sale and issuance of 262,876 units for a purchase price of $25.00 per unit. Net proceeds to the Company were $6.3 million after deducting expenses.
Each unit consists of one class A convertible preferred share, series 1 (the "Preferred Shares"), and 6.25 common share class C purchase warrants. Each Preferred Share is convertible into 6.25 common shares at a conversion price of $4.00 per common share any time at the option of the holder prior to April 1, 2021. The maximum number of common shares issuable upon conversion of the Preferred Shares is 1,642,975 common shares. Each warrant will entitle the subscriber to purchase one common share of Kingsway at a price of $5.00 per common share at any time after September 16, 2016 and prior to expiry on September 15, 2023.
The Preferred Shares are not entitled to vote. The holders of the Preferred Shares are entitled to receive fixed, cumulative, preferential cash dividends at a rate of $1.25 per Preferred Share per year. The cash dividend rate shall be revised to $1.875 per Preferred Share per year if the dividend accumulates for a period greater than 30 consecutive months from the date of the most recent dividend payment. On and after February 3, 2016, the Company may redeem all or any part of the then outstanding Preferred Shares for the price of $28.75 per Preferred Share, plus accrued but unpaid dividends thereon, whether or not declared, up to and including the date specified for redemption. The Company will redeem all outstanding Preferred Shares on April 1, 2021 for the price of $25.00 per Preferred Share, plus accrued but unpaid dividends, whether or not declared, up to and including the date specified for redemption.
On July 8, 2014, the holders of the Company's series B warrants approved certain amendments to the terms of the Series B Warrant Agreement dated September 16, 2013. The Series B Warrant Agreement Amendments permit the Company to issue up to 1,642,975 additional Series B Warrants and complete the Series C Warrant Exchange. Under the Series C Warrant Exchange, each class C purchase warrant is automatically exchanged for a Series B Warrant.
NOTE 16 ACCUMULATED OTHER COMPREHENSIVE INCOME
The table below details the change in the balance of each component of accumulated other comprehensive income, net of tax, for the three and six months ended June 30, 2014 and June 30, 2013 as relates to shareholders' equity attributable to common shareholders on the unaudited consolidated balance sheets. On the other hand, the unaudited consolidated statements of comprehensive loss present the components of other comprehensive (loss) income, net of tax, only for the three and six months ended June 30, 2014 and June 30, 2013 and inclusive of the components attributable to noncontrolling interests in consolidated subsidiaries.
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| | | | | | | | | | | | | | | | |
(in thousands) | | | | Three months ended June 30, 2014 | |
| | Unrealized Gains (Losses) on Fixed Maturities and Equity Investments | | Foreign Currency Translation Adjustments | | Equity in Other Comprehensive Loss of Investee | | Total Accumulated Other Comprehensive Income |
| | | | | | | | |
Beginning balance | | $ | 16,911 |
| | $ | (5,938 | ) | | $ | — |
| | $ | 10,973 |
|
| | | | | | | | |
Other comprehensive (loss) income before reclassifications | | (1,897 | ) | | 3 |
| | — |
| | (1,894 | ) |
Amounts reclassified from accumulated other comprehensive income | | 1,287 |
| | — |
| | — |
| | 1,287 |
|
Net current-period other comprehensive (loss) income | | (610 | ) | | 3 |
| | — |
| | (607 | ) |
| | | | | | | | |
Balance at June 30, 2014 | | $ | 16,301 |
| | $ | (5,935 | ) | | $ | — |
| | $ | 10,366 |
|
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KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) June 30, 2014 |
|
| | | | | | | | | | | | | | | | |
(in thousands) | | | | Three months ended June 30, 2013 | |
| | Unrealized Gains on Fixed Maturities and Equity Investments | | Foreign Currency Translation Adjustments | | Equity in Other Comprehensive (Loss) Income of Investee | | Total Accumulated Other Comprehensive Income |
| | | | | | | | |
Beginning balance | | $ | 13,944 |
| | $ | 1,236 |
| | $ | (747 | ) | | $ | 14,433 |
|
| | | | | | | | |
Other comprehensive income (loss) before reclassifications | | 1,650 |
| | (2 | ) | | 747 |
| | 2,395 |
|
Amounts reclassified from accumulated other comprehensive income | | 34 |
| | — |
| | — |
| | 34 |
|
Net current-period other comprehensive income (loss) | | 1,684 |
| | (2 | ) | | 747 |
| | 2,429 |
|
| | | | | | | | |
Balance at June 30, 2013 | | $ | 15,628 |
| | $ | 1,234 |
| | $ | — |
| | $ | 16,862 |
|
|
| | | | | | | | | | | | | | | | |
(in thousands) | | | | Six months ended June 30, 2014 | |
| |