Kingsway Financial Services Inc

Good day and welcome to the Kingsway full year 2022 earnings call. At this time, all participants have been placed on a listen-only mode and the floor will be open for questions and comments after the presentation. If you are with us in the webcast, you will need to dial into the number listed in the press release to ask a question or email the address in the press release. With me on the call today are JT Fitzgerald, Chief Executive Officer, and Kent Hanson, Chief Financial Officer. Before we begin, I want to remind everyone that today's conference call may contain forward-looking statements. Forward-looking statements include statements regarding the future, including expected revenue, operating margins, expenses and future business outlook. Actual results or trends could materially differ from those contemplated by those forward-looking statements. For discussion of such risks and uncertainties that could cause actual results to differ from those expressed or implied in the forward-looking statements, please see Risk Factors detailed in the company's annual report on Form 10-K, as well as other reports that the company files from time to time with the Securities and Exchange Commission. Please note too that today's call may include the use of non-GAAP metrics, that management utilizes to analyze the company's performance. A reconciliation of such non-GAAP metrics to the most comparable GAAP metrics is available on our most recent press release, as well as in our periodic filings with the SEC. Now I would like to turn the call over to JT Fitzgerald, CEO of Kingsway. JT, please proceed.

Thank you, Paul. Good afternoon and welcome to Kingsway's full year 2022 earnings call. 2022 was a year of significant accomplishments and progress towards our strategic priorities. We delivered solid financial results, dramatically simplified our capital structure, and reallocated capital through the sale of certain assets and the acquisition of new operating businesses, all while making meaningful progress towards de-levering our balance sheet. Our balance sheet looks quite different than it did even one quarter ago, but certainly compared to last year end. Kingsway today is a much more streamlined company with operating businesses that align with our financial and strategic objectives. And our Kingsway search accelerator serves as a powerful engine for identifying additional acquisition opportunities that can provide an attractive return on invested capital. 2022 was a transformative year of moving our company from complex towards simple. As we look out on the coming year, our focus will be on transitioning from simplifying to a full focus on building for growth. We have a clean balance sheet, a cash flow engine in our existing operating companies, and a great strategy to grow via acquisition with our Kingsway Search Accelerator platform. Central to our strategy at Kingsway is our commitment to the strategic allocation of our capital create long-term value for our shareholders. We aim to do this by monetizing non-strategic passive investments and redeploying this capital towards growing our portfolio of great cash flow positive operating companies. Earlier this year, we sold PWSC for $51.2 million in cash, with net proceeds to Kingsway of $37.2 million. We sold this asset at an attractive price and freed up capital to pursue a repurchase of our trust preferred debt and acquire other great businesses. Just prior to year end, we completed the sale of our rail yard in Texas for a total sales price of $215.2 million. Importantly, $170.7 million of the sales price was non-recourse mortgage debt that was assumed by the buyer and is no longer carried on our balance sheet. This one transaction dramatically simplified our balance sheet. Furthermore, we plan to use a portion of the $21.4 million in net proceeds from this transaction, along with the cash generated from the PWSC sale, to exercise our options to repurchase our trust-preferred subordinated debt, which will delever the balance sheet even further. Kent will describe in more detail the effect of these transactions a little later in the call. During the fourth quarter, we acquired C-Suite Financial Partners for $8.5 million. C-Suite is a national financial executive services firm providing financial management leadership to companies in every industry throughout the United States. It was the second acquisition completed under our Kingsway Search Accelerator program and is being managed alongside Ravix as part of the KSX reportable segment. While it is still early, we are encouraged by the progress being made with the transition and can report that the business is performing to plan and, as expected, was accretive to EBITDA in the first two months post-acquisition. Also during the fourth quarter, we acquired Secure Nursing Services, a staffing agency employing nursing and healthcare professionals for both short-term and long-term assignments in a variety of hospitals in Southern California. This was the third acquisition under our accelerator program, and like C-suite, it is off to a positive start under the Kingsway umbrella. The transition is progressing, and as expected, it has been accretive to adjusted EBITDA since the transaction closed in November. Each of these operating businesses fit our acquisition criteria. That is, they each operate in fragmented and growing industries with nice secular tailwinds. They have recurring revenue business models, strong margins, and require minimal capital investment. Looking ahead, we are striving to build upon our momentum by executing two to three new acquisitions per year that fit our clearly defined acquisition criteria and will generate annualized adjusted EBITDA in the range of $1.5 to $3 million each. Another of our stated priorities is attracting, developing, and retaining world-class talent. We currently have three highly talented early career professionals that are actively searching for acquisition targets that fit our defined set of criteria. We are encouraged by the pipeline of opportunities we are identifying, but as always, market factors will undoubtedly influence how and when deals get done. Above all else, though, we are committed to a disciplined approach to evaluating opportunities and a defined set of criteria that guides our investment decisions. In the first half of 2022, we created a strategic advisory board for our Kingsway Search Accelerator segment and welcomed Tom Joyce and Will Thorndyke as members of that board. Both Tom and Will have been instrumental in guiding our decisions while providing valuable insights and expertise to our operators and residents and KSX company CEOs. We are very grateful for their perspectives and engagement. We believe the advisory board will also serve as a powerful factor in our future ability to attract talented entrepreneurs to the Search Accelerator platform. Turning now to our extended warranty business. As a whole, our extended warranty segment performed well and to our expectations for 2022. On a pro forma basis, excluding PWSC, which was sold during the year, revenues increased by 3% over last year. Pro forma adjusted EBITDA increased by 9%. Kent will discuss in further detail, but higher used car prices and increased financing costs are having a modest impact on industry-wide demand. In spite of these macro conditions, our warranty businesses continue to execute and find opportunities to grow. Looking ahead, we expect used car prices to normalize, particularly at the older end of the spectrum where our warranty products are most relevant, which should serve as an offset to the impact of higher borrowing costs. Also of note, our warranty businesses have roughly $45 million of investment flow that until recently yielded very little investment income. As we roll over expiring maturities in our bond portfolio, we should begin to see nice returns from these investments. Now to our search accelerator segment. Ravix, our only KSX business which we own for the full year, completed a great first year with Timmy Oka at the helm. Revenues grew by 16% versus last year, and adjusted EBITDA of $3.2 million was 23% higher than last year. We have great confidence in Timmy as he assumes leadership of the C-suite acquisition alongside Ravix. Previously mentioned, we acquired Secure Nursing Service in mid-November. Charles Mokualu, our second OIR in the Search Accelerator program, has transitioned nicely into the day-to-day responsibilities as CEO. The nursing industry is undergoing dramatic changes as a result of a chronic mismatch between healthcare demand and the supply of caregivers. While it is early, we believe that Charles has the wind at his back. We accomplished a great deal in 2022. We simplified our balance sheet, grew EBITDA from our operating businesses, and acquired two great companies. The King's Way is much simpler, and we have a clear path for growth going forward. We believe we have the talent, the capital, and the framework to increase profitability and generate meaningful returns on the investments we are making to deliver long-term value to our shareholders. I'll now turn the call over to Kent for a review of our financial results. Kent?

Thank you, JT. At Kingsway, we focus on net income and non-GAAP-adjusted EBITDA. In the past, we also focused on non-GAAP adjusted net income. However, given the continued simplification of our balance sheet and capital structure through actions such as selling our rail yard asset and other non-core real estate assets, as well as the expected repurchase of a substantial portion of our outstanding trust preferred debt later this month, we believe that a total company adjusted EBITDA metric, rather than our former metric of non-GAAP adjusted net income, will give a better view of the company's performance today and going forward. I would also like to point out that as a result of the sale of our rail yard assets and our VA clinic business being classified as held for sale as of December 31st, 2022, we concluded that our former real estate reportable segment met the criteria for discontinued operations. As such, the company's financial statements have been updated to reflect the former real estate reportable segment in discontinued operations in 2022 and 2021. The exit of our real estate segment and the disposition of the final property in our net lease investment portfolio caused a lot of noise in the fourth quarter. First, while we recorded a gain on the disposal of the rail yard asset of about $200,000 and received net cash proceeds of $21.4 million, we recorded a loss from discontinued operations of just under $16 million in the fourth quarter, mainly due to a management fee associated with the sale. Furthermore, while we originally reported income from continuing operations of $40.6 million for the nine months ended September 30, 2022, taking into consideration that the results of the real estate segment are moved into discontinued operations, the updated income from continuing operations is $37.4 million for the nine months ended September 30, 2022. This was reported in the 8K that we filed on January 5, 2023, and will be reflected in our future filings. Second, even though we closed on the sale of the final net lease property in February 2023, which generated $8.3 million in net cash proceeds to us, re-recorded an unrealized loss in the fourth quarter of 2.1 million in order to record the book value to the expected selling price. Having said all that, let's get into the results from our continuing operations. Income from continuing operations was 30.1 million for 2022 compared to a loss from continuing operations of 2.7 million in 2021. Adjusted EBITDA was 10.2 million for 2022 a 3.1 million or 44% increase compared to adjusted EBITDA of 7.1 million in 2021. Combined operating income for extended warranty in KSX was 13.4 million for 2022, compared to 13.1 million in the prior year, while combined pro forma adjusted EBITDA, which excludes the results of PWSC that we sold in July 2022, was $13.5 million in 2022 and $9.4 million for 2021. Now let's break this down by reportable segment. In extended warranty, 2022 pro forma adjusted EBITDA was $9.7 million or 14% of pro forma extended warranty revenue compared to $8.9 million or 13.3% of pro forma segment revenue in 2021. IWS continues to perform well as its credit union distribution channel has muted the impacts caused by issues in the automotive supply chain. However, Geminis and PWI distribute through independent dealers that were more directly impacted by the disruptions in the automotive supply chain, especially earlier in 2022. In the summer of 2022, we appointed Brian Cosgrove, who has been the president of Penn since early 2020, to oversee both Penn and PWI. Brian has wasted no time bringing in positive changes at PWI, especially in the go-to-market strategy, and has also been refocusing Penn's sales strategy. This, combined with a sharp focus on cost discipline at both companies, began to produce positive results late in 2022, which has carried forward into 2023 so far. In KSX, adjusted EBITDA was $3.8 million, or 19.7% of segment revenue in 2022 compared to 600,000 or 16% of segment revenue in 2021. As a reminder, 2022 benefited from a full year of results from Ravex, which was only three months in 2021 as it was acquired in October 2021, and partial quarter results from C-suite and SNS in 2022, which were acquired in November. Ravix delivered solid first-year performance with revenue growth in the mid-teens and a more than 20% increase in adjusted EBITDA. Although we did see a slight decline in the fourth quarter revenue associated with the slowdown in capital markets-based projects. But we anticipate this to be short-lived as Ravix pivots to increasing its revenue from traditional staff augmentation and the expected benefit of referrals from C-Suite. At C-Suite and S&S, Partial period results are both reassuring and encouraging. The integrations are progressing nicely and the entities are performing in line with our expectations at this early stage. Turning now to our balance sheet. At the end of 2022, we had cash and cash equivalents of $64.2 million, an increase of $54 million compared to the prior year end. This increase was largely driven by the proceeds from the sale of PWSC the CMC rail yard assets, and other non-strategic real estate holdings. Our total outstanding debt is comprised of bank loans, notes payable, and subordinated debt. Presentation of our total outstanding debt, specifically the notes payable, is impacted by how we report discontinued operations. Any debt associated with our former real estate segment has been removed from the notes payable line on our balance sheet and is now reported in liabilities held for sale and liabilities of discontinued operations along with other associated liabilities. Because of this, we reported total outstanding debt of $102.1 million at the end of 2022 compared with $94.1 million at the end of 2021. Let me walk you through the details. Reported notes payable outstanding was zero at the end of 2022 compared to 6.4 million at the end of 2021. However, as of December 31st, 2022, there was 16.1 million of non-recourse debt recorded in liabilities held for sale associated with our VA clinic. At the end of 2021, there was 17 million of non-recourse debt recorded in liabilities held for sale and 181.6 million recorded in liabilities of discontinued operations. When we sold the rail yard assets, we eliminated the $181.6 million of debt that was reported at the end of 2021. And when we completed the sale of the flowers portfolio in 2022, we eliminated another $6.4 million of debt that was reported at the end of 2021. When we sell the VA clinic, which is being actively marketed, the $16.1 million of non-recourse debt would be eliminated. Our other two categories of debt, bank loans and subordinated debt, were not impacted by how we report discontinued operations. Bank loans outstanding at the end of the year were $34.3 million compared with $26.7 million as of December 31st, 2021. The increase is due to loans associated with our acquisitions of C-Suite and S&S of $6 million and $6.5 million, respectively. In addition to our normal debt service payments, we made a principal payment of $1.7 million in March of 2022 from the excess cash flows generated from the extended warranty companies and anticipate making an additional principal payment in March 2023 of $1.1 million. Due to our leverage ratio at the end of 2022, we are entitled to retain a higher percent of the excess cash flow than in prior years. Our subordinated debt was $67.8 million as of December 31st, 2022, compared with $61 million as of the end of 2021. This is our TRUPS debt that is recorded at fair value and for which we have options to repurchase 83% of the principal and deferred interest. On March 2nd, 2023, we announced our intent to repurchase 100% of the TRUPS debt that we have under option no later than March 15th, 2023, and we have begun the process with the holders of the debt. This would require a cash payment of $56.5 million, which is net of the $2.3 million we paid to enter into these options, and would retire $75.5 million of principal and $21.2 million of deferred interest, both valued as of December 31, 2022. That works out to paying $0.608, so $0.608 on the dollar, which will go down once the deferred interest from 2023 is accounted for and is greater than a 20% IRR in today's interest rate environment. Given our intent to repurchase the TRUP's debt, we would be required to pay the outstanding deferred interest in the final TRUP that is not under agreement to repurchase. This would require us to pay an estimated $4.7 million, also no later than March 15, 2023. Once the TRUP's debt is repurchased, our pro forma subordinated debt as of December 31, 2022 would be $11.4 million, and our pro forma deferred interest payable would be zero, compared to actual deferred interest of $25.5 million. I know that's a lot to follow, so let me recap it for you on a pro forma basis, assuming the TRUP's repurchase. Total pro forma outstanding debt as of December 31, 2022 would be $45.7 million. which is bank loans of $34.3 million and subordinated debt of $11.4 million. Included in liabilities held for sale are the non-recourse VA clinic notes payable of $16.1 million. This will all be reflected in our March 31st, 2023 financial statements. Finally, because we would be coming current on the TRUPS debt, we are required to offer to redeem the outstanding Class A preferred shares. As such, on March 1, 2023, we gave formal notice to the holders of the Class A shares of our intent to redeem no later than March 15, 2023. The shares remain convertible at the option of the holder, and we have received formal responses from most holders of their intent to convert. As a reminder, a conversion requires no cash outlay from the company. In summary, 2022 was a year of solid operating performance, significant cleanup, and de-levering that was punctuated by two nice acquisitions in the fourth quarter. We enter 2023 with the financial flexibility to continue making value-accretive investments and to create long-term value for our shareholders. With that, I will turn the call back to the operator to open the call for questions. Paul?