Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001072627 | |
Entity Registrant Name | KINGSWAY FINANCIAL SERVICES INC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-15204 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1792291 | |
Entity Address, Address Line One | 10 S. Riverside Plaza, Suite 1520 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 312 | |
Local Phone Number | 766-2138 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,354,141 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Investments: | ||
Fixed maturities, at fair value (amortized cost of $39,267 and $40,127, respectively) | $ 37,157 | $ 37,591 |
Equity investments, at fair value (cost of $187 and $187, respectively) | 1,228 | 153 |
Limited liability investments, at fair value | 8,291 | 13,863 |
Investments in private companies, at adjusted cost | 790 | 790 |
Other investments, at cost which approximates fair value | 196 | 201 |
Short-term investments, at cost which approximates fair value | 158 | 157 |
Total investments | 52,211 | 56,934 |
Cash and cash equivalents | 8,291 | 64,168 |
Restricted cash | 11,461 | 13,064 |
Accrued investment income | 893 | 1,195 |
Other receivables, net of allowance of $8 and $8, respectively | 2,323 | 3,720 |
Deferred contract costs | 13,484 | 13,257 |
Property and equipment, net of accumulated depreciation of $1,115 and $1,041, respectively | 704 | 773 |
Right-of-use asset | 1,014 | 911 |
Goodwill | 45,488 | 45,498 |
Intangible assets, net of accumulated amortization of $23,646 and $22,228, respectively | 31,681 | 33,099 |
Other assets | 3,750 | 23,249 |
Assets held for sale | 19,402 | 19,478 |
Total Assets | 201,255 | 285,650 |
Liabilities: | ||
Accrued expenses and other liabilities | 26,502 | 55,801 |
Income taxes payable | 1,782 | 945 |
Deferred service fees | 82,367 | 82,713 |
Bank loans | 31,041 | 34,281 |
Subordinated debt, at fair value | 11,808 | 67,811 |
Lease liability | 1,333 | 1,217 |
Net deferred income tax liabilities | 4,260 | 4,176 |
Liabilities held for sale | 16,393 | 16,585 |
Total Liabilities | 175,486 | 263,529 |
Shareholders' Equity: | ||
Common stock, no par value; 50,000,000 authorized; 25,444,701 and 23,437,530 issued at March 31, 2023 and December 31, 2022, respectively; and 25,197,251 and 23,190,080 outstanding at March 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 371,356 | 359,985 |
Treasury stock, at cost; 247,450 and 247,450 outstanding at March 31, 2023 and December 31, 2022, respectively | (492) | (492) |
Accumulated deficit | (342,585) | (370,427) |
Accumulated other comprehensive (loss) income | (594) | 26,605 |
Shareholders' equity attributable to common shareholders | 27,685 | 15,671 |
Noncontrolling interests in consolidated subsidiaries | (3,135) | 437 |
Total Shareholders' Equity | 24,550 | 16,108 |
Total Liabilities, Class A preferred stock and Shareholders' Equity | 201,255 | 285,650 |
Redeemable Class A Preferred Stock [Member] | ||
Liabilities: | ||
Redeemable Class A preferred stock, no par value; 1,000,000 authorized; 30,000 and 149,733 issued and outstanding at March 31, 2023 and December 31, 2022, respectively; redemption amount of $1,219 and $6,013 at March 31, 2023 and December 31, 2022, respectively | 1,219 | 6,013 |
Service Fees [Member] | ||
Investments: | ||
Service fee receivable, net of allowance for credit losses of $182 and $147, respectively | 10,553 | 10,304 |
Liabilities: | ||
Deferred service fees | 82,367 | 82,713 |
Limited Liability Investments [Member] | ||
Investments: | ||
Limited liability investments | 949 | 983 |
Limited liability investments, at fair value | $ 11,733 | $ 17,059 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fixed maturities, cost | $ 39,267,000 | $ 40,127,000 |
Equity investments, cost | 187,000 | 187,000 |
Property and equipment, accumulated depreciation | 1,115,000 | 1,041,000 |
Intangible assets accumulated amortization | $ 23,646,000 | $ 22,228,000 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, issued (in shares) | 25,444,701 | 23,437,530 |
Common stock, outstanding (in shares) | 25,197,251 | 23,190,080 |
Treasury stock (in shares) | 247,450 | 247,450 |
Redeemable Class A Preferred Stock [Member] | ||
Temporary equity, par value (in dollars per share) | $ 0 | $ 0 |
Temporary equity, authority (in shares) | 1,000,000 | 1,000,000 |
Temporary equity, issued (in shares) | 30,000 | 149,733 |
Temporary equity, outstanding (in shares) | 30,000 | 149,733 |
Temporary equity, redemption | $ 1,219,000 | $ 6,013,000 |
Other Receivables [Member] | ||
Allowance for credit losses | 8 | 8 |
Allowance for credit losses | 8 | 8 |
Service Fees [Member] | ||
Allowance for credit losses | 182 | 147 |
Allowance for credit losses | $ 182 | $ 147 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Service fee and commission revenue | $ 26,389 | $ 22,456 |
Total revenues | 26,389 | 22,456 |
Operating expenses: | ||
Claims authorized on vehicle service agreements | 5,410 | 5,183 |
Commissions | 2,520 | 1,263 |
Cost of services sold | 7,747 | 4,528 |
General and administrative expenses | 10,198 | 12,240 |
Total operating expenses | 25,875 | 23,214 |
Operating income (loss) | 514 | (758) |
Other revenues (expenses), net: | ||
Net investment income | 738 | 619 |
Net realized gains | 210 | 54 |
Gain (loss) on change in fair value of equity investment | 1,075 | (10) |
(Loss) gain on change in fair value of limited liability investments, at fair value | (130) | 127 |
Loss on change in fair value of derivative asset option contracts | (1,366) | 0 |
Non-operating other (expense) revenue | (145) | 221 |
Interest expense | (2,972) | (1,364) |
Amortization of intangible assets | (1,418) | (1,442) |
Gain (loss) on change in fair value of debt | 309 | (1,868) |
Gain on extinguishment of debt | 31,616 | 0 |
Total other revenue (expenses), net | 27,917 | (3,663) |
Income (loss) from continuing operations before income tax expense (benefit) | 28,431 | (4,421) |
Income tax expense (benefit) | 699 | (422) |
Income (loss) from continuing operations | 27,732 | (3,999) |
Income from discontinued operations, net of taxes | 107 | 1,495 |
Net income (loss) | 27,839 | (2,504) |
Less: Net loss from continuing operations attributable to noncontrolling interests in consolidated subsidiaries | (3) | (73) |
Less: Net income from discontinued operations attributable to noncontrolling interests in consolidated subsidiaries | 0 | 222 |
Less: Dividends on preferred stock | 69 | 78 |
Net income (loss) attributable to common shareholders | 27,773 | (2,731) |
Net income (loss) from continuing operations attributable to common shareholders | 27,666 | (4,004) |
Net income from discontinued operations attributable to common shareholders | $ 107 | $ 1,273 |
Basic earnings (loss) per share attributable to common shareholders: | ||
Continuing operations (in dollars per share) | $ 1.15 | $ (0.17) |
Discontinued operations (in dollars per share) | 0 | 0.05 |
Basic earnings (loss) per share - net income (loss) attributable to common shareholders (in dollars per share) | 1.15 | (0.12) |
Diluted earnings (loss) per share attributable to common shareholders: | ||
Continuing operations (in dollars per share) | 1.05 | (0.17) |
Discontinued operations (in dollars per share) | 0 | 0.05 |
Diluted earnings (loss) per share - net income (loss) attributable to common shareholders (in dollars per share) | $ 1.05 | $ (0.12) |
Basic: (in shares) | 24,061 | 22,883 |
Diluted: (in shares) | 26,419 | 22,883 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Net income (loss) | $ 27,839 | $ (2,504) | |
Other comprehensive loss, net of taxes(1): | |||
Unrealized gains (losses) arising during the period | 442 | (1,167) | |
Reclassification adjustment for amounts included in net income (loss) | (22) | 1 | |
Change in fair value of debt attributable to instrument-specific credit risk: | |||
Unrealized (losses) gains arising during the period | (427) | 959 | |
Reclassification adjustment for amounts included in net income (loss) | (27,177) | 0 | |
Other comprehensive loss, net of taxes(1): | [1] | (27,184) | (207) |
Comprehensive income (loss) | 655 | (2,711) | |
Less: comprehensive income attributable to noncontrolling interests in consolidated subsidiaries | 12 | 107 | |
Comprehensive income (loss) attributable to common shareholders | $ 643 | $ (2,818) | |
[1]Net of income tax expense (benefit) of $0 for the three months ended March 31, 2023 and March 31, 2022. |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other comprehensive (loss) income, tax | $ 0 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total | |
Balance (in shares) at Dec. 31, 2021 | 22,882,614 | ||||||||
Balance at Dec. 31, 2021 | $ 0 | $ 359,138 | $ (492) | $ (395,149) | $ 30,779 | $ (5,724) | $ 13,981 | $ 8,257 | |
Net income (loss) | 0 | 0 | 0 | (2,653) | 0 | (2,653) | 149 | (2,504) | |
Preferred stock dividends | 0 | (78) | 0 | 0 | 0 | (78) | 0 | (78) | |
Distributions to noncontrolling interest holders | 0 | 0 | 0 | 0 | 0 | 0 | (453) | (453) | |
Other comprehensive (loss) income | 0 | 0 | 0 | 0 | (165) | (165) | (42) | (207) | [1] |
Stock-based compensation | $ 0 | 286 | 0 | 0 | 0 | 286 | 0 | 286 | |
Balance (in shares) at Mar. 31, 2022 | 22,882,614 | ||||||||
Balance at Mar. 31, 2022 | $ 0 | 359,346 | (492) | (397,802) | 30,614 | (8,334) | 13,635 | $ 5,301 | |
Balance (in shares) at Dec. 31, 2022 | 23,190,080 | 23,437,530 | |||||||
Balance at Dec. 31, 2022 | $ 0 | 359,985 | (492) | (370,427) | 26,605 | 15,671 | 437 | $ 16,108 | |
Conversion of redeemable Class A preferred stock to common stock (in shares) | 748,331 | ||||||||
Conversion of redeemable Class A preferred stock to common stock | $ 0 | 4,863 | 0 | 0 | 0 | 4,863 | 0 | 4,863 | |
Exercise of Series B warrants (in shares) | 1,258,840 | ||||||||
Exercise of Series B warrants | $ 0 | 6,294 | 0 | 0 | 0 | 6,294 | 0 | 6,294 | |
Net income (loss) | 0 | 0 | 0 | 27,842 | 0 | 27,842 | (3) | 27,839 | |
Preferred stock dividends | 0 | (69) | 0 | 0 | 0 | (69) | 0 | (69) | |
Distributions to noncontrolling interest holders | 0 | 0 | 0 | 0 | 0 | 0 | (3,584) | (3,584) | |
Other comprehensive (loss) income | 0 | 0 | 0 | 0 | (27,199) | (27,199) | 15 | (27,184) | [1] |
Stock-based compensation | $ 0 | 283 | 0 | 0 | 0 | 283 | 0 | $ 283 | |
Balance (in shares) at Mar. 31, 2023 | 25,197,251 | 25,444,701 | |||||||
Balance at Mar. 31, 2023 | $ 0 | $ 371,356 | $ (492) | $ (342,585) | $ (594) | $ 27,685 | $ (3,135) | $ 24,550 | |
[1]Net of income tax expense (benefit) of $0 for the three months ended March 31, 2023 and March 31, 2022. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net income (loss) | $ 27,839 | $ (2,504) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Income from discontinued operations, net of taxes | (107) | (1,495) |
Equity in net loss (income) of limited liability investments | 34 | (235) |
Depreciation and amortization expense | 1,492 | 1,506 |
Stock-based compensation expense | 283 | 378 |
Net realized gains | (210) | (54) |
(Gain) loss on change in fair value of equity investments | (1,075) | 10 |
Loss (gain) on change in fair value of limited liability investments, at fair value | 130 | (127) |
Gain (loss) on change in fair value of debt | (309) | 1,868 |
Loss (gain) on change in fair value of derivatives | 1,446 | (196) |
Loss on change in fair value of contingent consideration | 0 | 309 |
Deferred income taxes | 84 | (505) |
Amortization of fixed maturities premiums and discounts | 14 | 74 |
Gain on extinguishment of debt | (31,616) | 0 |
Changes in operating assets and liabilities: | ||
Service fee receivable, net | (249) | (2,057) |
Other receivables, net | 711 | 597 |
Deferred contract costs | (227) | (1,025) |
Other assets | 465 | 47 |
Deferred service fees | (346) | 660 |
Other, net | (5,072) | 5,118 |
Cash (used in) provided by operating activities - continuing operations | (6,713) | 2,369 |
Cash provided by operating activities - discontinued operations | 50 | 1,472 |
Net cash (used in) provided by operating activities | (6,663) | 3,841 |
Investing activities: | ||
Proceeds from sales and maturities of fixed maturities | 2,316 | 2,566 |
Purchases of fixed maturities | (1,471) | (3,296) |
Net proceeds from limited liability investments | 98 | 648 |
Net proceeds from limited liability investments, at fair value | 5,306 | 47 |
Net proceeds from investments in private companies | 0 | 26 |
Net proceeds from other investments and short-term investments | 7 | 17 |
Acquisition of business, net of cash acquired | 0 | (83) |
Net purchases of property and equipment | (5) | (112) |
Cash provided by (used in) investing activities - continuing operations | 6,251 | (187) |
Cash provided by investing activities - discontinued operations | 0 | 0 |
Net cash provided by (used in) investing activities | 6,251 | (187) |
Financing activities: | ||
Proceeds from exercise of warrants | 6,294 | 0 |
Distributions to noncontrolling interest holders | (3,584) | (453) |
Principal payments on bank loans | (3,251) | (1,849) |
Purchase of subordinated debt | (56,452) | 0 |
Payment of debt issuance costs | (25) | 0 |
Principal payments on notes payable | 0 | (122) |
Cash used in financing activities - continuing operations | (57,018) | (2,424) |
Cash used in financing activities - discontinued operations | (126) | (1,394) |
Net cash used in financing activities | (57,144) | (3,818) |
Net decrease in cash and cash equivalents and restricted cash from continuing operations | (57,480) | (242) |
Cash and cash equivalents and restricted cash at beginning of period | 77,802 | 29,899 |
Less: cash and cash equivalents and restricted cash of discontinued operations | 570 | 2,558 |
Cash and cash equivalents and restricted cash of continuing operations at beginning of period | 77,232 | 27,341 |
Cash and cash equivalents and restricted cash of continuing operations at end of period | $ 19,752 | $ 27,099 |
Note 1 - Business
Note 1 - Business | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 NOTE 1 Kingsway Financial Services Inc. (the "Company" or "Kingsway") was incorporated under the Business Corporations Act (Ontario) on September 19, 1989. December 31, 2018, |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | NOTE 2 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 10 X. not not may 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 2022 December 31, 2022 The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries, as well as certain variable interest entities as further described in Note 6, 2022 The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited consolidated interim financial statements include, but are not revenue recognition; ; deferred contract costs; fair value assumptions for derivative financial instruments; and contingent consideration. The fair values of the Company's investments in fixed maturities and equity investments, limited liability investments, at fair value, subordinated debt, derivative financial instruments 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 and cash equivalents, restricted cash, short-term investments and certain other assets and other liabilities because of their short-term nature. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 3 Except as noted below, there have been no 2022 The following two ies, Investments and Service Fee Receivables, hav January 1, 2023 2016 13, Financial Instruments—Credit Losses (Topic 326 4, Investments - Impairments When an available-for-sale fixed maturity investment is impaired, it is evaluated to determine whether there is an intent to sell the investment before recovery of amortized cost or whether a credit loss exists. For fixed maturity investments that the Company intends to sell or for which it is more likely than not not For fixed maturity investments that the Company does not not not Considerations in the credit loss assessment include ( 1 2 3 4 5 6 If a credit loss exists, an allowance is established, which is equal to the difference between the present value of cash flows expected to be collected and the amortized cost basis. The expected allowance for credit losses is limited by the amount that the fair value is less than the amortized cost basis and is adjusted in subsequent periods for any additional expected credit losses or subsequent recoveries. Changes in the allowance are reported as an impairment loss in the consolidated statements of operations. The amortized cost basis of the investment is not The Company reports accrued investment income separately for available-for-sale fixed maturity investments and has made a policy election to not Service Fee Receivables Service fee receivable includes balances due and uncollected from customers. Service fee receivable is reported net of an estimated allowance for credit losses. The Company recognizes credit losses based on a forward-looking current expected credit losses. The Company estimates expected credit losses based upon its assessment of various factors, including historical collection experience, the age of service fee receivable balances, credit quality of its customers, current economic conditions, management’s experience, reasonable and supportable forecasts of future economic conditions, and other factors that may Holding Company Liquidity The Company's Extended Warranty and Kingsway Search Xcelerator subsidiaries fund their obligations primarily through service fee and commission revenue. The liquidity of the holding company is managed separately from its subsidiaries. The obligations of the holding company primarily consist of holding company operating expenses; transaction-related expenses; investments; certain debt and associated interest; and any other extraordinary demands on the holding company. The holding company’s liquidity, defined as the amount of cash in the bank accounts of Kingsway Financial Services Inc. and Kingsway America Inc. , was million and $48.9 million at March 31, 2023 and December 31, 2022 . The holding company cash amounts are reflected in the cash and cash $8.3 million March 31, 2023 December 31, 2022 The Company notes there are outstanding warrants that expire in September 2023 $16.0 million of exercise proceeds. T second 2020 11 Based on the Company’s current business plan and revenue prospects, existing cash, cash equivalents, investment balances and anticipated cash flows from operations are expected to be sufficient to meet the Company’s working capital and operating expenditure requirements for the next twelve not |
Note 4 - Recently Issued Accoun
Note 4 - Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | NOTE 4 (a) Adoption of New Accounting Standards: Effective January 1, 2023, 2016 13, Financial Instruments-Credit Losses (Topic 326 2016 13" 2016 13 2016 13 The Company adopted ASU 2016 13 service fee receivable and other receivables. Prior period amounts have not 2016 13 no January 1, 2023. (b) Accounting Standards Not In March 2023, 2023 02 Investments Equity Method and Joint Ventures (Topic 323 December 15, 2023. not 2023 02 |
Note 5 - Acquisitions, Disposal
Note 5 - Acquisitions, Disposal and Discontinued Operations | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Business Combination, Disposal and Discontinued Operations Disclosure [Text Block] | NOTE 5 (a) Business Combinations CSuite Financial Partners, LLC On November 1, 2022, Note 20 , "Segmented Information ," C second The Company acquired CSuite for aggregate cash consideration of approximately $8.5 million, less certain escrowed amounts for purposes of indemnification claims. The final purchase price was subject to a working capital true-up of less than $0.1 million that was settled during the first 2023. three first March 31, 2023 December 31, 2022 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 This acquisition was accounted for as a business combination using the acquisition method of accounting. The purchase price was provisionally allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition and were subject to adjustment during a measurement period subsequent to the acquisition date, not one . During the first 2023, third No Secure Nursing Service, Inc. On November 18, 2022, Note 20 , "Segmented Information ," SN third This acquisition was accounted for as a business combination using the acquisition method of accounting. The purchase price was provisionally allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition and were subject to adjustment during a measurement period subsequent to the acquisition date, not one During the first 2023, third No (b) Disposal Professional Warranty Service Corporation On July 29, 2022, To the extent the EBITDA of PWSC (as defined in the Agreement) for the one five not The sale of PWSC did not not three March 31, 2022 July 29, 2022. The sale of PWSC represents the disposal of a significant subsidiary of the Company, which had contributions to Extended Warranty service fee and commission revenue of $2.1 million for the three March 31, 2022 three March 31, 2022 three March 31, 2022 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 (c) Discontinued Operations Leased Real Estate Segment The Company’s subsidiaries, VA Lafayette, LLC ("VA Lafayette") and CMC Industries Inc. ("CMC"), which includes CMC’s subsidiaries Texas Rail Terminal LLC and TRT Leaseco, LLC ("TRT"), comprised the Company's entire Leased Real Estate segment prior to the fourth 2022. December 29, 2022, December 31, 2022, In accordance with ASU No. 2014 08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity, . Leased Real Estate is a component of Kingsway since its operations and cash flows can be clearly distinguished, both operationally and for financial reporting purposes, from the rest of the reporting entity. A component of an entity may not 20% Sale of CMC Real Property CMC owned, through its indirect wholly owned subsidiary, TRT, a parcel of real property consisting of approximately 192 acres located in the State of Texas (the "Real Property"), which was subject to a long-term triple net lease agreement. The Real Property was also subject to two On December 22, 2022, December 29, 2022, As discussed above, CMC and TRT are part of the Leased Real Estate disposal group. The sale of the Leased Real Estate's assets represents a strategic shift that will have a major effect on the Company's operations and financial results. As a result, CMC and its subsidiaries, have been classified as a discontinued operation and the results of their operations are reported separately for all periods presented. VA Lafayette During the fourth 2022, As discussed above, VA Lafayette is part of the Leased Real Estate disposal group. In conjunction with the sale of the CMC Real Property, the sale of the Leased Real Estate's assets represents a strategic shift that will have a major effect on the Company's operations and financial results. As a result, VA Lafayette has been classified as a discontinued operation and the results of its operations are reported separately for all periods presented. The assets and liabilities of VA Lafayette are presented as held for sale in the consolidated balance sheets at March 31, 2023 December 31, 2022 Summary financial information for Leased Real Estate included in income from discontinued operations, net of taxes in the unaudited consolidated statements of operations for the three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 2022 Income from discontinued operations, net of taxes: Revenues: Rental revenue $ 319 $ 3,667 Total revenues 319 3,667 Expenses: Cost of services sold 47 44 General and administrative expenses 77 375 Leased real estate segment interest expense 91 1,691 Non-operating other (revenue) (3 ) (3 ) Amortization of intangible assets — 52 Total expenses 212 2,159 Income from discontinued operations before income tax expense 107 1,508 Income tax expense — 13 Income from discontinued operations, net of taxes $ 107 $ 1,495 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 For the three March 31, 2023 March 31, 2022 of $0.1 million an $1.2 million The carrying amounts of the major classes of assets and liabilities of Leased Real Estate presented as held for sale at March 31, 2023 December 31, 2022 (in thousands) March 31, 2023 December 31, 2022 Assets Cash and cash equivalents $ 494 $ 570 Property and equipment, net 16,160 16,160 Intangible assets, net 2,748 2,748 Assets held for sale $ 19,402 $ 19,478 Liabilities Accrued expenses and other liabilities $ 477 $ 473 Notes payable 15,916 16,112 Liabilities held for sale $ 16,393 $ 16,585 |
Note 6 - Investments
Note 6 - Investments | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Investment [Text Block] | NOTE 6 The amortized cost, gross unrealized gains and losses included in accumulated other comprehensive (loss) income, and estimated fair value of the Company's available-for-sale investments at March 31, 2023 December 31, 2022 (in thousands) March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Fixed maturities: U.S. government, government agencies and authorities $ 15,063 $ 4 $ 551 $ 14,516 States, municipalities and political subdivisions 3,241 6 127 3,120 Mortgage-backed 8,550 3 567 7,986 Asset-backed 1,449 — 61 1,388 Corporate 10,964 8 825 10,147 Total fixed maturities $ 39,267 $ 21 $ 2,131 $ 37,157 (in thousands) December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Fixed maturities: U.S. government, government agencies and authorities $ 15,797 $ — $ 717 $ 15,080 States, municipalities and political subdivisions 2,390 — 158 2,232 Mortgage-backed 9,058 1 647 8,412 Asset-backed 1,682 — 72 1,610 Corporate 11,200 1 944 10,257 Total fixed maturities $ 40,127 $ 2 $ 2,538 $ 37,591 The table below summarizes the Company's fixed maturities at March 31, 2023 may may (in thousands) March 31, 2023 Amortized Cost Estimated Fair Value Due in one year or less $ 6,429 $ 6,323 Due after one year through five years 26,924 25,494 Due after five years through ten years 2,274 2,075 Due after ten years 3,640 3,265 Total $ 39,267 $ 37,157 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 The following tables highlight the aggregate unrealized loss position, by security type, of available-for-sale investments in unrealized loss positions where no March 31, 2023 December 31, 2022 (in thousands) March 31, 2023 Less than 12 Months Greater than 12 Months Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Fixed maturities: U.S. government, government agencies and authorities $ 3,377 $ 53 $ 9,218 $ 498 $ 12,595 $ 551 States, municipalities and political subdivisions 695 13 1,345 114 2,040 127 Mortgage-backed 1,257 28 6,038 539 7,295 567 Asset-backed 646 17 681 44 1,327 61 Corporate 1,943 24 7,822 801 9,765 825 Total fixed maturities $ 7,918 $ 135 $ 25,104 $ 1,996 $ 33,022 $ 2,131 (in thousands) December 31, 2022 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 $ 4,543 $ 126 $ 10,537 $ 591 $ 15,080 $ 717 States, municipalities and political subdivisions 1,040 73 937 85 1,977 158 Mortgage-backed 2,248 93 5,756 554 8,004 647 Asset-backed 1,251 39 299 33 1,550 72 Corporate 3,244 155 6,760 789 10,004 944 Total fixed maturities $ 12,326 $ 486 $ 24,289 $ 2,052 $ 36,615 $ 2,538 At March 31, 2023 ely not not not not March 31, 2023 not March 31, 2023 At December 31, 2022 ely indi 2016 13, 2022 not not not not The Company did not three March 31, 2023 and March 31, 2022 The Company does not Limited liability investments include investments in limited liability companies and limited partnerships. The Company's interests in these investments are not no three March 31, 2023 December 31, 2022 net investment income in March 31, 2023 Limited liability investments, at fair value represents the underlying investments of the Company’s consolidated entities Net Lease Investment Grade Portfolio, LLC ("Net Lease") and Argo Holdings Fund I, LLC ("Argo Holdings"). As of March 31, 2023 December 31, 2022 $11.7 million espectively. The Company recorded no impairments related to limited liability investments, at fair value during the three March 31, 2023 and March 31, 2022 . At March 31, 2023 , the Company had no KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 The Company consolidates the financial statements of Net Lease on a three fourth 2022, one first 2023, three second 2023 Investments in private companies consist of convertible preferred stocks and notes in privately owned companies and investments in limited liability companies in which the Company’s interests are deemed minor. The Company's investments in private companies do not March 31, 2023 December 31, 2022 three March 31, 2023 March 31, 2022 not The Company performs a quarterly impairment analysis of its investments in private companies. As a result of the analysis performed, the Company did not three March 31, 2023 March 31, 2022 Net investment income for the three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 2022 Investment income: Interest from fixed maturities $ 229 $ 93 Dividends 60 31 (Loss) income from limited liability investments (34 ) 235 Income from real estate investments — 200 Other 520 83 Gross investment income 775 642 Investment expenses (37 ) (23 ) Net investment income $ 738 $ 619 Gross realized gains and losses on available-for-sale investments, limited liability investments, limited liability investments, at fair value and investments in private companies for the three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 2022 Gross realized gains $ 210 $ 59 Gross realized losses — (5 ) Net realized gains $ 210 $ 54 Gain (loss) on change in fair value of equity investments for the three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 2022 Net gains recognized on equity investments sold during the period $ — $ — Change in unrealized gains (losses) on equity investments held at end of the period 1,075 (10 ) Gain (loss) on change in fair value of equity investments $ 1,075 $ (10 ) The Company holds warrants in Limbach Holdings, Inc. ("Limbach"). During the first 2023, March 31, 2023 |
Note 7 - Goodwill
Note 7 - Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 NOTE 7 The following table summarizes the goodwill activity for the three months ended March 31, 2023 (in thousands) Extended Warranty Kingsway Search Xcelerator Corporate Total Balance, December 31, 2022 $ 31,153 $ 13,613 $ 732 $ 45,498 Measurement period adjustment — (10 ) — (10 ) Balance, March 31, 2023 $ 31,153 $ 13,603 $ 732 $ 45,488 As further discussed in Note 5 , "Acquisitions, Disposal and Discontinued Operations , first 2023 Goodwill is assessed for impairment annually as of November 30, may not three March 31, 2023 March 31, 2022 |
Note 8 - Intangible Assets
Note 8 - Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 8 Intangible assets at March 31, 2023 and December 31, 2022 (in thousands) March 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Database $ 4,918 $ 4,918 $ — Vehicle service agreements in-force 3,680 3,680 — Customer relationships 32,442 15,048 17,394 Intangible assets not subject to amortization: Trade names 14,287 — 14,287 Total $ 55,327 $ 23,646 $ 31,681 (in thousands) December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Database $ 4,918 $ 4,918 $ — Vehicle service agreements in-force 3,680 3,680 — Customer relationships 32,442 13,630 18,812 Intangible assets not subject to amortization: Trade names 14,287 — 14,287 Total $ 55,327 $ 22,228 $ 33,099 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 The Company's intangible assets with definite useful lives are amortized either based on the patterns in which the economic benefits of the intangible assets are expected to be consumed or using the straight-line method over their estimated useful lives, which range from 7 to 15 years. Amortization of intangible assets was $1.4 million and $1.4 million for the three March 31, 2023 March 31, 2022 The trade names intangible assets have indefinite useful lives and are not three March 31, 2023 March 31, 2022 Indefinite-lived intangible assets consist of trade names, which are assessed for impairment annually as of November 30, may not may may As of November 30, 2022, not |
Note 9 - Property and Equipment
Note 9 - Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 9 Property and equipment at March 31, 2023 December 31, 2022 (in thousands) March 31, 2023 Cost Accumulated Depreciation Carrying Value Leasehold improvements 485 228 257 Furniture and equipment 386 328 58 Computer hardware 948 559 389 Total $ 1,819 $ 1,115 $ 704 (in thousands) December 31, 2022 Cost Accumulated Depreciation Carrying Value Leasehold improvements 485 206 279 Furniture and equipment 375 319 56 Computer hardware 954 516 438 Total $ 1,814 $ 1,041 $ 773 For the three March 31, 2023 March 31, 2022 f million and million, respectively , is included in general and administrative expenses in the unaudited consolidated statements of operations. KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 |
Note 10 - Derivatives
Note 10 - Derivatives | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | NOTE 10 (a) Interest rate swap On April 1, 2021, three 2020 11 September 15, 2022, February 29, 2024. The purpose of this interest rate swap, which is not 2020 not The notional amount of the interest rate swap contract is $8.2 million at March 31, 2023 March 31, 2023 December 31, 2022 three March 31, 2023 March 31, 2022 nd a gain of million, from operating activities in three March 31, 2023 three March 31, 2022 (used in) provided by operating activities. (b) Trust preferred debt repurchase options On August 2, 2022, four "August September 26, 2022 no Until the earlier of (i) the date that all four nine "May four May no May The Company paid approximately $2.0 million to the holder for this option and the Company had until the May On September 20, 2022, August 2, 2022 fifth "September 20 September 20, 2020 August 2, 2022 no On September 26, 2022, one "September 26 Until the earlier of (i) the date that all of the preferred debt instrument has been repurchased and (ii) the May May no May The Company paid approximately $0.3 million to the holder for this option and the Company had until the May KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 In February 2023, 100% March 15, 2023. March 2, 2023, 100% March 22, 2023, 11 The August September 20 September 26 not December 31, 2022 Note 21 , "Fair Value of Financial Instruments ," At December 31, 2022 three March 31, 2023 , f million, s (used in) provided by op three March 31, 2023 |
Note 11 - Debt
Note 11 - Debt | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 11 Debt consists of the following instruments at March 31, 2023 December 31, 2022 (in thousands) March 31, 2023 December 31, 2022 Principal Carrying Value Fair Value Principal Carrying Value Fair Value Bank loan: 2021 Ravix Loan $ 5,150 $ 5,150 $ 5,252 $ 5,300 $ 5,300 $ 5,460 2022 Ravix Loan 5,800 5,614 5,898 5,950 5,754 6,245 SNS Loan 6,850 6,759 7,075 6,850 6,755 6,921 2020 KWH Loan 13,757 13,518 14,042 16,708 16,472 16,819 Total bank loans 31,557 31,041 32,267 34,808 34,281 35,445 Subordinated debt 15,000 11,808 11,808 90,500 67,811 67,811 Total $ 46,557 $ 42,849 $ 44,075 $ 125,308 $ 102,092 $ 103,256 Subordinated debt mentioned above consists of the following trust preferred debt instruments at March 31, 2023 Issuer Principal (in thousands) Issue date Interest Redemption date Kingsway DE Statutory Trust III $ 15,000 5/22/2003 annual interest rate equal to LIBOR, plus 4.20% payable quarterly 5/22/2033 Subordinated debt mentioned above consists of the following trust preferred debt instruments at December 31, 2022 Issuer Principal (in thousands) 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 5/22/2003 annual interest rate equal to LIBOR, plus 4.20% payable quarterly 5/22/2033 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 12/16/2003 annual interest rate equal to LIBOR, plus 4.00% payable quarterly 1/8/2034 (a) Bank loans: Ravix As part of the acquisition of Ravix on October 1, 2021, "2021 2021 ime Rate plus 0.5%, or 3.75%. March 31, 2023 interest rate was 8.25% October 1, 2027 October 1, 2023 ( 2022 2021 2021 2021 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 Subsequent to the acquisition of CSuite on November 1, 2022, November 16, 2022, 2021 1 2 "2022 3 "2022 2022 2022 November 16, 2028 March 31, 2023 2022 November 16, 2024 March 31, 2023 December 31, 2022 2022 zero The Company also recorded as a discount to the carrying value of the 2022 2022 2022 The 2022 2021 not 2022 2021 2021 2022 2021 2022 The fair values of the 2021 2022 2 2021 2022 The 2021 2022 not 2021 2022 SNS As part of the asset acquisition of SNS on November 18, 2022, March 31, 2023 November 15, 2023. November 18, 2023 November 18, 2028. 2022, March 31, 2023 December 31, 2022 The Company also recorded as a discount to the carrying value of the SNS Loan issuance costs of $0.1 million specifically related to the SNS Loan. The SNS Loan is carried in the consolidated balance sheet at its amortized cost, which reflects the amortization of the debt discount and issuance costs using the effective interest rate method. The fair value of the SNS Loan disclosed in the table above is derived from quoted market prices of B and BB minus rated industrial bonds with similar maturities and is categorized within Level 2 The SNS Loan contains a number of covenants, including, but not KWH In 2019, December 1, 2020, "2020 2020 December 1, 2020. The 2020 of 0.75%, plus 2.75%. During the second 2022, 2020 SOFR, having a floor of 0.75%, plus spreads ranging from 2.62% to 3.12%. March 31, 2023 interest rate w as 7.49%. T 2020 December 1, 2025. March 31, 2023 December 31, 2022 es $13.0 million and $16.0 million, re The Company also recorded as a discount to the carrying value of the 2020 2020 2020 2020 2 2020 The 2020 not 2020 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 On February 28, 2023, second 2020 December 1, 2025. may February 27, 2024. may (b) Subordinated debt: Between December 4, 2002 December 16, 2003, six third five The subordinated debt, or TruPs, is carried in the consolidated balance sheets at fair value. See Note 21 , "Fair Value of Financial Instruments ," for further discussion of the subordinated debt. The portio in other comprehensive loss. In February 2023, Note 10 , "Derivatives," 100% March 15, 2023. March 2, 2023, five 100% no March 15, 2023. On March 22, 2023, five The total amount p five $23.0 million o gain of million, gain three months March 31, 2023 At March 31, 2023 , the Company has $15.0 million of principal outstanding related to remaining trust preferred debt instrument. The $56.0 milli on decrease December 31, 2022 March 31, 2023 • A decrease of $56.1 million as a result of the repurchase of trust preferred debt during the first 2023; • A decrease of $0.3 million related to the change in fair value of the repurchased trust preferred debt instruments between December 31, 2022 • An increase of $0.4 million related to the change in fair value of the remaining trust preferred debt instrument between December 31, 2022 March 31, 2023 Of the $0.1 mil on increase in December 31, 2022 March 31, 2023 , million crease comprehensive income ( loss) a nd million is reported as gain on change in fair value of debt in the Company’s unaudited consolidated statement of operations. The unaudited consolidated statements of comprehensive income (loss) for the three March 31, 2023 also includes a reclassification adjustment of million from related to the . During the third 2018, 20 rsuant to the contractual terms of its outstanding Trust Preferred indentures, which permit interest deferral. This action does not March 13, 2023, third 2018. March 31, 2023 and December 31, 2022 , deferred interest payable of zero and million, respectively, is included in accrued expenses and other liabilities in the consolidated balance sheets. The agreement governing the remaining subordinated debt contains a number of covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, make dividends and distributions, and make certain payments in respect of the Company’s outstanding securities. KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 |
Note 12 - Leases
Note 12 - Leases | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Leases of Lessee and Lessor Disclosure [Text Block] | NOTE 12 The Company has operating leases for office space that include fixed base rent payments, as well as variable rent payments to reimburse the landlord for operating expenses and taxes. The Company’s variable lease payments do not no Operating lease costs and variable lease costs included in general and administrative expenses for the three March 31, 2023 $0.1 million and less than million, respectively . Operating lease costs and variable lease costs include three March 31, 2022 $0.2 million and less than $0.1 million, respectively three March 31, 2023 March 31, 2022 zero The annual maturities of lease liabilities as of March 31, 2023 were as follows: (in thousands) Lease Commitments 2023 $ 447 2024 442 2025 283 2026 220 2027 162 2028 and thereafter 79 Total undiscounted lease payments 1,633 Imputed interest 300 Total lease liabilities $ 1,333 The weighted-average remaining lease term for our operating leases was 3.96 years as of March 31, 2023 . The weighted average discount rate of our operating leases was 5.87% as of March 31, 2023 . Cash paid for amounts included in the measurement of lease liabilities was $0.1 million and $0.3 million fo three March 31, 2023 March 31, 2022 |
Note 13 - Revenue from Contract
Note 13 - Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | NOTE 13 Revenue from contracts with customers relates to the Extended Warranty and Kingsway Search Xcelerator segments and includes: vehicle service agreement fees, guaranteed asset protection products ("GAP") commissions, maintenance support service fees, warranty product commissions, homebuilder warranty service fees, homebuilder warranty commissions and business services consulting revenue. Revenue is based on terms of various agreements with credit unions, consumers, businesses and homebuilders. Customers either pay in full at the inception of a warranty contract, commission product sale, or when consulting services are billed, or on terms subject to the Company’s customary credit reviews. The following table disaggregates revenues from contracts with customers by revenue type: (in thousands) Three months ended March 31, 2023 2022 Vehicle service agreement fees and GAP commissions IWS, Geminus and PWI $ 14,835 $ 13,303 Maintenance support service fees Trinity 954 1,798 Warranty product commissions Trinity 882 1,132 Homebuilder warranty service fees PWSC (a) — 1,816 Homebuilder warranty commissions PWSC (a) — 237 Business services consulting fees Ravix, Csuite and SNS 9,718 4,170 Service fee and commission revenue $ 26,389 $ 22,456 (a) The Company disposed of PWSC on July 29, 2022 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 Vehicle service agreement fees include the fees collected to cover the costs of future automobile mechanical breakdown claims and the associated administration of those claims. Vehicle service agreement fees are earned over the duration of the vehicle service agreement contracts as the single performance obligation is satisfied. Vehicle service agreement fees are initially recorded as deferred service fees with revenues recognized over the term of the contract based on the proportion of expected claims to total overall claims to be incurred over the life of the contract. The Company believes this reasonably represents the transfer of services to the vehicle service contract holder over the warranty term. The Company compares the remaining deferred service fees balance to the estimated amount of expected future claims under the vehicle service agreement contracts and records an additional accrual if the deferred service fees balance is less than expected future claims costs. In certain jurisdictions the Company is required to refund to a customer a pro-rata share of the vehicle service agreement fees if a customer cancels the agreement prior to the end of the term. Depending on the jurisdiction, the Company may Maintenance support service fees include the service fees collected to administer equipment breakdown and maintenance support services and are earned as services are rendered. Warranty product commissions include the commissions from the sale of warranty contracts for certain new and used heating, ventilation, air conditioning ("HVAC"), standby generator, commercial LED lighting and commercial refrigeration equipment. The Company acts as an agent on behalf of the third not Homebuilder warranty service fees in 2022 two Homebuilder warranty commissions in 2022 third Kingsway Search Xcelerator consulting revenue includes the revenue from providing outsourced finance and human resources consulting services, as well as healthcare professional staffing services. The Company invoices for services revenue based on contracted rates. Revenue is earned as services are provided. The Company's revenue recognition policies are further described in Note 2 2022 During the first 2022, Service fee receivables Receivables from contracts with customers are reported as service fee receivable, net in the consolidated balance sheets and at March 31, 2023 and December 31, 2022 were million and million, respectively. The increase in receivables from contracts with customers is primarily due to the timing difference between the Company's satisfaction of performance obligations and customer payments. Service fee receivable is reported net of an estimated allowance for credit losses. During the three months ended March 31, 2023 that was three months ended March 31, 2023 Deferred service fees The Company records deferred service fees resulting from contracts with customers when payment is received in advance of satisfying the performance obligations. Changes in deferred service fees for the three months ended March 31, 2023 were as follows: (in thousands) Three Months Ended March 31, 2023 Balance, December 31, 2022 $ 82,713 Deferral of revenue 14,770 Recognition of deferred service fees (15,116 ) Balance, March 31, 2023 $ 82,367 The decrease in deferred service fees between December 31, 2022 and March 31, 2023 is primarily due to deferred service fees recognized in excess of additions to deferred service fees during the three March 31, 2023 . The Com pany expects to recognize within one of the deferred service fees as of March 31, 2023 . Approximately million and million of service fee and commission revenue recognized during the three March 31, 2023 March 31, 2022 December 31, 2022 December 31, 2021 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 Deferred contract costs Deferred contract costs represent the deferral of incremental costs to obtain or fulfill a contract with a customer. Incremental costs to obtain a contract with a customer primarily include sales commissions. The Company capitalizes costs incurred to fulfill a contract if the costs are identifiable, generate or enhance resources used to satisfy future performance obligatio ns and are expected to be recovered. Costs to fulfill a contract include labor costs for set-up activities directly related to the acquisition of vehicle service agreements. Contract costs are deferred and amortized over the expected customer relationship period consistent with the pattern in which the related revenues are earned. three March 31, 2023 March 31, 2022 The deferred contract costs balances and related amortization expense for the three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 Three months ended March 31, 2022 Costs to Obtain a Contract Costs to Fulfill a Contract Total Costs to Obtain a Contract Costs to Fulfill a Contract Total Balance at December 31, net $ 13,174 $ 83 $ 13,257 $ 10,850 $ 80 $ 10,930 Additions 2,336 7 2,343 2,353 6 2,359 Amortization (2,109 ) (7 ) (2,116 ) (1,328 ) (6 ) (1,334 ) Balance at March 31, net $ 13,401 $ 83 $ 13,484 $ 11,875 $ 80 $ 11,955 |
Note 14 - Income Taxes
Note 14 - Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 14 Income tax expense (benefit) for the three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 2022 Income tax expense (benefit) at U. S. statutory income tax rate $ 5,981 $ (928 ) Valuation allowance (5,904 ) 293 Non-deductible compensation 29 47 Investment income 18 (3 ) State income tax 489 45 Indefinite life intangibles 80 54 Contingent consideration — 65 Other 6 5 Income tax expense (benefit) $ 699 $ (422 ) The Company maintains a valuation allowance for its gross deferred tax assets at March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 ferred income tax asset and liability amounts set forth in the paragraph below. three March 31, 2023 March 31, 2022 zero KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 The Company carries net deferred income tax liab ilities of million and million March 31, 2023 December 31, 2022 • $3.9 million and $3.8 million of deferred income tax liabilities related to indefinite lived intangible assets; and • $0.4 million and $0.4 million of deferred state income tax liabilities. As of March 31, 2023 and December 31, 2022 , the Company carried a liability for unrecognized tax benefits of zero. The Company classifies interest and penalty accruals, if any, related to unrecognized tax benefits as income tax expense. of zero three March 31, 2023 March 31, 2022 |
Note 15 - Earnings (Loss) per S
Note 15 - Earnings (Loss) per Share | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 15 The following table sets forth the reconciliation of numerators and denominators for the basic and diluted earnings (loss) three March 31, 2023 March 31, 2022 (in thousands, except per share data) Three months ended March 31, 2023 2022 Numerator: Income (loss) from continuing operations $ 27,732 $ (3,999 ) Plus: net loss from continuing operations attributable to noncontrolling interests 3 73 Less: dividends on preferred stock (69 ) (78 ) Numerator used in calculating basic earnings (loss) per share from continuing operations attributable to common shareholders $ 27,666 $ (4,004 ) Adjustment to add-back dividends on preferred stock 69 — Adjustment for proportionate interest in Ravix and SNS's earnings attributable to common stock (50 ) — Numerator used in calculating diluted earnings (loss) per share from continuing operations attributable to common shareholders $ 27,685 $ (4,004 ) Income from discontinued operations 107 1,495 Less: net income from discontinued operations attributable to noncontrolling interests — (222 ) Numerator used in calculating diluted earnings (loss) per share - net income (loss) attributable to common shareholders $ 27,792 $ (2,731 ) Denominator: Weighted average basic shares Weighted average common shares outstanding 24,061 22,883 Weighted average diluted shares Weighted average common shares outstanding 24,061 22,883 Effect of potentially dilutive securities (a) Unvested restricted stock awards 789 — Warrants 1,382 — Convertible preferred stock 187 — Total weighted average diluted shares 26,419 22,883 Basic earnings (loss) attributable to common shareholders: Continuing operations $ 1.15 $ (0.17 ) Discontinued operations $ — $ 0.05 Basic earnings (loss) per share - net income (loss) attributable to common shareholders: $ 1.15 $ (0.12 ) Diluted earnings (loss) attributable to common shareholders: Continuing operations $ 1.05 $ (0.17 ) Discontinued operations $ — $ 0.05 Diluted earnings (loss) per share - net income (loss) attributable to common shareholders $ 1.05 $ (0.12 ) (a) Potentially dilutive securities consist of unvested restricted stock awards and warrants, and convertible preferred stock, . Because the Company is reporting a loss from continuing operations attributable to common shareholders for the three months ended March 31, 2022 , all pote ntially dilutive securities outstanding were excluded from the from continuing operations Basi c earnings (loss) per loss) loss) KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 The following weighted-average potentially dilutive securities are not diluted earnings (loss) loss) Three months ended March 31, 2023 2022 Unvested restricted stock awards 358,410 1,252,754 Warrants — 4,573,765 Convertible preferred stock — 1,060,831 Total 358,410 6,887,350 |
Note 16 - Stock-based Compensat
Note 16 - Stock-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 16 (a) Restricted Stock Awards of the Company Under the 2013 September 5, 2018 ( "2018 2018 March 28, 2024 2018 2018 2018 March 31, 2023 million. Under the 2020 "2020 2020 2020 2020 three March 31, 2023 no shares 2020 2020 March 31, 2023 as million. The following table summarizes the activity related to unvested 2020 2018 three March 31, 2023 Number of Weighted-Average Restricted Grant Date Fair Stock Awards Value (per Share) Unvested at December 31, 2022 1,146,947 $ 5.19 Granted — — Vested — — Cancelled for Tax Withholding — — Unvested at March 31, 2023 1,146,947 $ 5.19 The unvested balance at March 31, 2023 f 646,947 sh 2021 2018 Stock-based compensation expense related to the Restricted Stock Awa rds $0.2 million and $0.2 million for t he three March 31, 2023 and March 31, 2022 , respectively (b) Restricted Stock Awards of PWSC PWSC granted 1,000 restricted Class B common stock awards ( "2018 September 7, 2018. 2018 December 18, 2020, 2018 PWSC granted 250 restricted Class B common stock awards to an officer of PWSC pursuant to an agreement dated December 18, 2020 ( "2020 2020 As discussed in Note 5 , "Acquisitions, Disposal and Discontinued Operations ," July 29, 2022; 2020 March 31, 2023 December 31, 2022 The service condition for the Modified PWSC RSA and the 20 20 2020 l. KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 On February 20, 2022, 2020 March 31, 2023 December 31, 2022 zero 2020 Stock-based c Restricted Stock Awards of PWSC million three March 31, 2022 (c) Restricted Common Unit Awards of Ravix Ravix LLC granted 199,000 restricted Class B common unit awards to an officer of Ravix pursuant to an agreement dated October 1, 2021 ( "2021 2021 The grant-date fair value of the 2021 : expected term of four On October 1, 2021, one 2021 On November 1, 2022, 2021 4.44%; 4.44%. During the three March 31, 2023 2021 March 31, 2023 December 31, 2022 , 2021 2021 March 31, 2023 million Stock-based c 2021 million three months ended March 31, 2023 and March 31, 2022 (d) Restricted Common Unit Awards of SNS Pegasus LLC granted 75,000 restricted Class B common unit awards to an officer of SNS pursuant to an agreement dated November 18, 2022 ( The grant-date fair value of the SNS RUA was estimated using the Monte Carlo simulation model, using the following assumptions: expected term of four On November 18, 2022, one During the three March 31, 2023 no March 31, 2023 December 31, 2022 March 31, 2023 million Stock-based c million three months ended March 31, 2023 and March 31, 2022 |
Note 17 - Redeemable Class A Pr
Note 17 - Redeemable Class A Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | NOTE 17 On March 1, 2023, March 15, 2023 ( There were 30,000 and 149,733 March 31, 2023 December 31, 2022 three March 31, 2023 March 31, 2023 second 2023. KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 |
Note 18 - Shareholders' Equity
Note 18 - Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 18 As described in Note 17 three March 31, 2023 million was reclassified from redeemable Class A preferred stock to additional paid-in capital on the consolidated balance sheets at March 31, 2023 . At March 31, 2023 September 15, 2023. three March 31, 2023 On March 21, 2023, March 21, 2024. three March 31, 2023 may |
Note 19 - Accumulated Other Com
Note 19 - Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | NOTE 19 The tables below detail the change in the balance of each component of accumulated other comprehensive (loss) income, net of three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 Unrealized Gains Foreign Change in Fair Value Total (Losses) on Currency of Debt Attributable Accumulated Other Available-for-Sale Translation to Instrument-Specific Comprehensive Investments Adjustments Credit Risk Income (Loss) Balance at December 31, 2022 $ (2,464 ) $ (3,286 ) $ 32,355 $ 26,605 Other comprehensive income (loss) arising during the period 427 — (427 ) — Amounts reclassified from accumulated other comprehensive income (loss) (22 ) — (27,177 ) (27,199 ) Net current-period other comprehensive income (loss) 405 — (27,604 ) (27,199 ) Balance at March 31, 2023 $ (2,059 ) $ (3,286 ) $ 4,751 $ (594 ) (in thousands) Three months ended March 31, 2022 Unrealized Gains Foreign Change in Fair Value Total (Losses) on Currency of Debt Attributable Accumulated Other Available-for-Sale Translation to Instrument-Specific Comprehensive Investments Adjustments Credit Risk Income Balance at December 31, 2021 $ (220 ) $ (3,286 ) $ 34,285 $ 30,779 Other comprehensive (loss) income arising during the period (1,125 ) — 959 (166 ) Amounts reclassified from accumulated other comprehensive income 1 — — 1 Net current-period other comprehensive (loss) income (1,124 ) — 959 (165 ) Balance at March 31, 2022 $ (1,344 ) $ (3,286 ) $ 35,244 $ 30,614 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 It should be noted that the unaudited consolidated statements of comprehensive income (loss) present the components of other comprehensive loss, n three March 31, 2023 March 31, 2022 Components of accumulated other comprehensive (loss) income w three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 2022 Reclassification of accumulated other comprehensive income from unrealized gains (losses) on available-for-sale investments to: Net realized gains $ 22 $ (1 ) Reclassification of accumulated other comprehensive income from change in fair value of debt attributable to instrument-specific credit risk to: Gain on extinguishment of debt 27,177 — Income (loss) from continuing operations before income tax expense (benefit) 27,199 — Income tax expense (benefit) — — Income (loss) from continuing operations, net of taxes 27,199 — Income from discontinued operations, net of taxes — — Net income (loss) $ 27,199 $ — As further discussed in 11 during the first 2023, five The unaudited consolidated statements of comprehensive income (loss) for the three March 31, 2023 includes a reclassification adjustment of million from related to the . |
Note 20 - Segmented Information
Note 20 - Segmented Information | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 20 The Company reports segment information based on the "management" approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as a source of the Company’s reportable operating segments. The Company conducts its business through the following two Prior to the fourth 2022, third 5 , "Acquisitions, Disposal and Discontinued Operations , no Extended Warranty Segment Extended Warranty includes the following subsidiaries of the Company: IWS, Geminus, PW I, PWSC an in Note 5 , "Acquisitions, Disposal and Discontinued Operations ," the Company disposed of PWSC on July 29, 2022. IWS is a licensed motor vehicle service agreement company and is a provider of after-market vehicle protection services distributed by credit unions in st fifty KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 Geminus primarily sells vehicle service agreements to used car buyers across the United States, through its subsidiaries, Penn and Prime. Penn and Prime distribute these products in and states, respectively, via independent used car dealerships and franchised car dealerships. PWI markets, sells and administers vehicle service agreements to used car buyers in all fifty three third PWSC sells new hom Trinity sells HVAC, standby generator, commercial LED lighting and commercial refrigeration warranty products and provides equipment breakdown and maintenance support services to companies across the United States. As a seller of warranty products, Trinity markets and administers product warranty contracts for certain new and used products in the HVAC, standby generator, commercial LED lighting and commercial refrigeration industries throughout the United States. Trinity acts as an agent on behalf of the third not Kingsway Search Xcelerator Segment Kingsway Search Xcelerator includes the Company's subsidiaries CSuite, Ravix and SNS. CSuite provides financial executive services, for project and interim-staffing engagements, and search services for full-time placements for customers throughout the United States. Ravix provides outsourced financial services and human resources consulting for short or long duration engagements for customers in several states. SNS provides healthcare staffing services to acute healthcare facilities on a contract or per diem basis in the United States, primarily in California. Revenues and Operating Income by Reportable Segment Results for the Company's reportable segments are based on the Company's internal financial reporting systems and are consistent with those followed in the preparation of the unaudited consolidated interim financial statements. The following tables provide financial data used by management. Segment assets are not not Revenues by reportable segment reconciled to consolidated revenues for the three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 2022 Revenues: Service fee and commission revenue - Extended Warranty $ 16,671 $ 18,286 Service fee and commission revenue - Kingsway Search Xcelerator 9,718 4,170 Total revenues $ 26,389 $ 22,456 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 The operating income by reportable segment in the following table is before income taxes and includes revenues and direct segment costs. Total segment operating income reconciled to the consolidat ed income (loss) from continuing operations for the three March 31, 2023 and March 31, 2022 were: (in thousands) Three months ended March 31, 2023 2022 Segment operating income: Extended Warranty $ 1,432 $ 1,723 Kingsway Search Xcelerator 1,577 806 Total segment operating income 3,009 2,529 Net investment income 738 619 Net realized gains 210 54 Gain (loss) on change in fair value of equity investment 1,075 (10 ) (Loss) gain on change in fair value of limited liability investments, at fair value (130 ) 127 Loss on change in fair value of derivative asset option contracts (1,366 ) — Interest expense (2,972 ) (1,364 ) Other revenue and expenses not allocated to segments, net (2,640 ) (3,066 ) Amortization of intangible assets (1,418 ) (1,442 ) Gain (loss) on change in fair value of debt 309 (1,868 ) Gain on extinguishment of debt 31,616 — Income (loss) from continuing operations before income tax expense (benefit) 28,431 (4,421 ) Income tax expense (benefit) 699 (422 ) Income (loss) from continuing operations $ 27,732 $ (3,999 ) |
Note 21 - Fair Value of Financi
Note 21 - Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | NOTE 21 Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best evidenced by quoted bid or ask price, as appropriate, in an active market. Where bid or ask prices are not not may not may not not may The Company employs a fair value hierarchy to categorize the inputs it uses in valuation techniques to measure the fair value. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1: • Level 1 • Level 2 not • Level 3 one not The Company classifies its investments in fixed maturities as available-for-sale and reports these investments at fair value. The Company's equity investments, limited liability investments, at fair value, subordinated debt, derivative contracts (interest rate swap an d trust preferred debt repurchase options) and contingent consideration are measured and reported at fair value. Fixed maturities - no third 2. 2 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 The Company engages a third third third third third third not The following is a description of the significant inputs, by asset class, used by the third 2: • U.S. government, government agencies and authorities are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets and maturity. • States, municipalities and political subdivisions are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, new issuances and credit spreads. • Mortgage-backed and asset-backed securities are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, expected prepayments, expected credit default rates, delinquencies and issue specific information including, but not • Corporate securities are generally priced using the market approach using pricing vendors. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, issuer rating, benchmark yields, maturity and credit spreads. Equity investments - no Limited liability investments, at fair value • The fair value of Net Lease's investments in limited liability companies is based upon the net asset values of the underlying investments in companies as a practical expedient to estimate fair value. The Company applies the net asset value practical expedient to Net Lease's limited liability investments on an investment-by-investment basis unless it is probable that the Company will sell a portion of an investment at an amount different from the net asset value of the investment. Investments that are measured at fair value using the net asset value practical expedient are not • The fair value of Argo Holdings' limited liability investments that hold investments in search funds is based on the initial investment in the search funds. The fair value of Argo Holdings' limited liability investments that hold investments in private operating companies is valued using a market approach including valuation multiples applied to corresponding performance metrics, such as earnings before interest, tax, depreciation and amortization; revenue; or net earnings. The selected valuation multiples were estimated using multiples provided by the investees and review of those multiples in light of investor updates, performance reports, financial statements and other relevant information. These investments are categorized in Level 3 Subordinated debt - The fair value of the subordinated debt is calculated using a model based on significant market observable inputs and inputs developed by a third third 2 Derivative contract - interest rate swap - As described in Note 10 , "Derivatives ," the Company entered into an interest rate swap agreement effective April 1, 2021 2020 March 31, 2023 December 31, 2022 third 2 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 Derivative contracts - trust preferred debt repurchase options - As described in Note 10 , "Derivatives," the Company entered into three TruPs Options contracts during the third 2022. first 2023, December 31, 2022 TruPs Options contracts interest rate volatility, debt coupon interest rate and time to maturity. The TruPs Options contracts are categorized in Level 3 Contingent consideration - one 3 • The fair value of Ravix's contingent consideration liability is estimated by applying the Monte Carlo simulation method to forecast achievement of gross profit which may October 2024. March 31, 2023 December 31, 2022 • The fair value of CSuite's contingent consideration liability is estimated by applying the Monte Carlo simulation method to forecast achievement of gross revenue which may November 2025. March 31, 2023 December 31, 2022 Assets and Liabilities Measured at Fair Value on a Recurring Basis The balances of the Company's financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2023 December 31, 2022 not (in thousands) March 31, 2023 Fair Value Measurements at the End of the Reporting Period Using Quoted Prices in Significant Significant Active Markets for Other Observable Unobservable Identical Assets Inputs Inputs Measured at Total (Level 1) (Level 2) (Level 3) Net Asset Value Recurring fair value measurements: Assets: Fixed maturities: U.S. government, government agencies and authorities $ 14,516 $ — $ 14,516 $ — $ — States, municipalities and political subdivisions 3,120 — 3,120 — — Mortgage-backed 7,986 — 7,986 — — Asset-backed 1,388 — 1,388 — — Corporate 10,147 — 10,147 — — Total fixed maturities 37,157 — 37,157 — — Equity investments: Common stock 196 196 — — — Warrants 1,032 — 1,032 — — Total equity investments 1,228 196 1,032 — — Limited liability investments, at fair value 11,733 — — 3,442 8,291 Derivative contract - interest rate swap 246 — 246 — — Total assets $ 50,364 $ 196 $ 38,435 $ 3,442 $ 8,291 Liabilities: Subordinated debt $ 11,808 $ — $ 11,808 $ — $ — Contingent consideration 3,218 — — 3,218 — Total liabilities $ 15,026 $ — $ 11,808 $ 3,218 $ — KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 (in thousands) December 31, 2022 Fair Value Measurements at the End of the Reporting Period Using Quoted Prices in Significant Significant Active Markets for Other Observable Unobservable Identical Assets Inputs Inputs Measured at Total (Level 1) (Level 2) (Level 3) Net Asset Value Recurring fair value measurements: Assets: Fixed maturities: U.S. government, government agencies and authorities $ 15,080 $ — $ 15,080 $ — $ — States municipalities and political subdivisions 2,232 — 2,232 — — Mortgage-backed 8,412 — 8,412 — — Asset-backed 1,610 — 1,610 — — Corporate 10,257 — 10,257 — — Total fixed maturities 37,591 — 37,591 — — Equity investments: Common stock 153 153 — — — Total equity investments 153 153 — — — Limited liability investments, at fair value 17,059 — — 3,196 13,863 Derivative contract - interest rate swap 326 — 326 — — Derivative contract - trust preferred debt repurchase options 19,034 — 19,034 — Total assets $ 74,163 $ 153 $ 37,917 $ 22,230 $ 13,863 Liabilities: Subordinated debt $ 67,811 $ — $ 67,811 $ — $ — Contingent consideration 3,218 — — 3,218 — Total liabilities $ 71,029 $ — $ 67,811 $ 3,218 $ — The following table provides a reconciliation of the fair value of recurring Level 3 three March 31, 2023 March 31, 2022 (in thousands) Three months ended March 31, 2023 2022 Assets: Limited liability investments, at fair value: Beginning balance $ 3,196 $ 4,022 Contributions 35 — Distributions received (110 ) (47 ) Realized gains included in net income (loss) 110 33 Change in fair value of limited liability investments, at fair value included in net income (loss) 211 (257 ) Ending balance $ 3,442 $ 3,751 Unrealized losses (gains) on limited liability investments, at fair value held at end of period: Included in net income (loss) $ 211 $ (257 ) Included in other comprehensive loss $ — $ — Derivative - trust preferred debt repurchase options: Beginning balance $ 19,034 $ — Exercise of options included in net income (loss) (17,668 ) — Change in fair value of derivative assets included in net income (loss) (1,366 ) — Ending balance $ — $ — Unrealized gains recognized on derivative assets held at end of period: Included in net income (loss) $ (1,366 ) $ — Included in other comprehensive loss — — Ending balance - assets $ 3,442 $ 3,751 Liabilities: Contingent consideration: Beginning balance $ 3,218 $ 2,458 Change in fair value of contingent consideration included in net income (loss) — 309 Ending balance $ 3,218 $ 2,767 Unrealized gains recognized on contingent consideration liability held at end of period: Included in net income (loss) $ — $ 309 Included in other comprehensive loss $ — $ — Ending balance - liabilities $ 3,218 $ 2,767 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 The following table summarizes the valuation techniques and significant unobservable inputs utilized in determining fair values for the Company's investments that are categorized as Level 3 March 31, 2023 Categories Fair Value Valuation Techniques Unobservable Inputs Input Value(s) Limited liability investments, at fair value $ 3,442 Market approach Valuation multiples 1.0x - 9.0x Contingent consideration $ 3,218 Option-based income approach Discount rate 8.25 % Risk-free rate 4.44 % Expected volatility 13.00 % The following table summarizes the valuation techniques and significant unobservable inputs utilized in determining fair values for the Company's investments that are categorized as Level 3 December 31, 2022 Categories Fair Value Valuation Techniques Unobservable Inputs Input Value(s) Limited liability investments, at fair value $ 3,196 Market approach Valuation multiples 1.0x - 9.0x Derivative - trust preferred debt repurchase options $ 19,034 Binomial lattice option approach Credit spread 8.95 % Interest rate volatility 2.3 % Debt coupon interest rate 8.72%-8.87% Time to maturity (in years) 10.4 - 10.59 Contingent consideration $ 3,218 Option-based income approach Discount rate 8.25 % Risk-free rate 4.44 % Expected volatility 13.0 % Investments Measured Using the Net Asset Value per Share Practical Expedient The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient at March 31, 2023 Fair Value Redemption Category (in thousands) Unfunded Commitments Redemption Frequency Notice Period Limited liability investments, at fair value $ 8,291 n/a n/a n/a The following table summarizes investments for which fair value is measured using the net asset value per share practical expedient at December 31, 2022 Fair Value Redemption Category (in thousands) Unfunded Commitments Redemption Frequency Notice Period Limited liability investments, at fair value $ 13,863 n/a n/a n/a Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are adjusted for observable price changes or written down to fair value as a result of an impairment. For the three March 31, 2023 March 31, 2022 not anges. The Company did not three March 31, 2023 March 31, 2022 To determine the fair value of investments in these private companies, the Company considered rounds of financing and third 3 |
Note 22 - Related Parties
Note 22 - Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 22 Related party transactions, including services provided to or received by the Company's subsidiaries, are measured in part by the amount of consideration paid or received as established and agreed by the parties. Except where disclosed elsewhere in these unaudited consolidated interim financial statements, the following is a summary of related party relationships and transactions. Argo Management Group, LLC The Company acquired Argo Management Group, LLC ("Argo Management") in April 2016. March 31, 2023 December 31, 2022 no three March 31, 2023 December 31, 2022 KINGSWAY FINANCIAL SERVICES INC. Notes to Consolidated Financial Statements (Unaudited) March 31, 2023 |
Note 23 - Commitments and Conti
Note 23 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 23 (a) Legal proceedings: In May 2016, November 2015 January 20, 2020, one may 2020 2022, not March 31, 2023 no March 31, 2023 (b) Guarantees: Mendota As part of the October 18, 2018 June 30, 2018 Per the purchase agreement, a security interest on the Company’s equity interest in its consolidated subsidiary, Net Lease, as well as any distributions to the Company from Net Lease, was to be collateral for the Company’s payment of obligations with respect to the open claims. During the third 2021, During the third 2022, no not first 2023. December 31, 2022 three March 31, 2023 zero March 31, 2023 VA Lafayette The LA Mortgage is nonrecourse indebtedness with respect to the assets of VA Lafayette, and the LA Mortgage is not, (c) Collateral pledged and restricted cash: Short-term investments with an estimated fair value o f $0.2 million a March 31, 2023 December 31, 2022 The Company also has restricted cash of million and million March 31, 2023 December 31, 2022 • $7.7 million and $7.6 million at March 31, 2023 and December 31, 2022 , respectively, held as deposits by IWS, Geminus, PWI, Ravix and CSuite; • $1.9 million at March 31, 2023 and December 31, 2022 , on deposit with state regulatory authorities; and • $1.9 million and $3.5 million at March 31, 2023 and December 31, 2022 , respectively, pledged to third |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Investment, Policy [Policy Text Block] | Investments - Impairments When an available-for-sale fixed maturity investment is impaired, it is evaluated to determine whether there is an intent to sell the investment before recovery of amortized cost or whether a credit loss exists. For fixed maturity investments that the Company intends to sell or for which it is more likely than not not For fixed maturity investments that the Company does not not not Considerations in the credit loss assessment include ( 1 2 3 4 5 6 If a credit loss exists, an allowance is established, which is equal to the difference between the present value of cash flows expected to be collected and the amortized cost basis. The expected allowance for credit losses is limited by the amount that the fair value is less than the amortized cost basis and is adjusted in subsequent periods for any additional expected credit losses or subsequent recoveries. Changes in the allowance are reported as an impairment loss in the consolidated statements of operations. The amortized cost basis of the investment is not The Company reports accrued investment income separately for available-for-sale fixed maturity investments and has made a policy election to not |
Accounts Receivable [Policy Text Block] | Service Fee Receivables Service fee receivable includes balances due and uncollected from customers. Service fee receivable is reported net of an estimated allowance for credit losses. The Company recognizes credit losses based on a forward-looking current expected credit losses. The Company estimates expected credit losses based upon its assessment of various factors, including historical collection experience, the age of service fee receivable balances, credit quality of its customers, current economic conditions, management’s experience, reasonable and supportable forecasts of future economic conditions, and other factors that may |
Holding Company Liquidity, Policy [Policy Text Block] | Holding Company Liquidity The Company's Extended Warranty and Kingsway Search Xcelerator subsidiaries fund their obligations primarily through service fee and commission revenue. The liquidity of the holding company is managed separately from its subsidiaries. The obligations of the holding company primarily consist of holding company operating expenses; transaction-related expenses; investments; certain debt and associated interest; and any other extraordinary demands on the holding company. The holding company’s liquidity, defined as the amount of cash in the bank accounts of Kingsway Financial Services Inc. and Kingsway America Inc. , was million and $48.9 million at March 31, 2023 and December 31, 2022 . The holding company cash amounts are reflected in the cash and cash $8.3 million March 31, 2023 December 31, 2022 The Company notes there are outstanding warrants that expire in September 2023 $16.0 million of exercise proceeds. T second 2020 11 Based on the Company’s current business plan and revenue prospects, existing cash, cash equivalents, investment balances and anticipated cash flows from operations are expected to be sufficient to meet the Company’s working capital and operating expenditure requirements for the next twelve not |
Note 5 - Acquisitions, Dispos_2
Note 5 - Acquisitions, Disposal and Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Income from discontinued operations, net of taxes: Revenues: Rental revenue $ 319 $ 3,667 Total revenues 319 3,667 Expenses: Cost of services sold 47 44 General and administrative expenses 77 375 Leased real estate segment interest expense 91 1,691 Non-operating other (revenue) (3 ) (3 ) Amortization of intangible assets — 52 Total expenses 212 2,159 Income from discontinued operations before income tax expense 107 1,508 Income tax expense — 13 Income from discontinued operations, net of taxes $ 107 $ 1,495 (in thousands) March 31, 2023 December 31, 2022 Assets Cash and cash equivalents $ 494 $ 570 Property and equipment, net 16,160 16,160 Intangible assets, net 2,748 2,748 Assets held for sale $ 19,402 $ 19,478 Liabilities Accrued expenses and other liabilities $ 477 $ 473 Notes payable 15,916 16,112 Liabilities held for sale $ 16,393 $ 16,585 |
Note 6 - Investments (Tables)
Note 6 - Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Available-for-Sale Securities Reconciliation [Table Text Block] | (in thousands) March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Fixed maturities: U.S. government, government agencies and authorities $ 15,063 $ 4 $ 551 $ 14,516 States, municipalities and political subdivisions 3,241 6 127 3,120 Mortgage-backed 8,550 3 567 7,986 Asset-backed 1,449 — 61 1,388 Corporate 10,964 8 825 10,147 Total fixed maturities $ 39,267 $ 21 $ 2,131 $ 37,157 (in thousands) December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Fixed maturities: U.S. government, government agencies and authorities $ 15,797 $ — $ 717 $ 15,080 States, municipalities and political subdivisions 2,390 — 158 2,232 Mortgage-backed 9,058 1 647 8,412 Asset-backed 1,682 — 72 1,610 Corporate 11,200 1 944 10,257 Total fixed maturities $ 40,127 $ 2 $ 2,538 $ 37,591 |
Investments Classified by Contractual Maturity Date [Table Text Block] | (in thousands) March 31, 2023 Amortized Cost Estimated Fair Value Due in one year or less $ 6,429 $ 6,323 Due after one year through five years 26,924 25,494 Due after five years through ten years 2,274 2,075 Due after ten years 3,640 3,265 Total $ 39,267 $ 37,157 |
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value [Table Text Block] | (in thousands) March 31, 2023 Less than 12 Months Greater than 12 Months Total Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Estimated Fair Value Unrealized Loss Fixed maturities: U.S. government, government agencies and authorities $ 3,377 $ 53 $ 9,218 $ 498 $ 12,595 $ 551 States, municipalities and political subdivisions 695 13 1,345 114 2,040 127 Mortgage-backed 1,257 28 6,038 539 7,295 567 Asset-backed 646 17 681 44 1,327 61 Corporate 1,943 24 7,822 801 9,765 825 Total fixed maturities $ 7,918 $ 135 $ 25,104 $ 1,996 $ 33,022 $ 2,131 (in thousands) December 31, 2022 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 $ 4,543 $ 126 $ 10,537 $ 591 $ 15,080 $ 717 States, municipalities and political subdivisions 1,040 73 937 85 1,977 158 Mortgage-backed 2,248 93 5,756 554 8,004 647 Asset-backed 1,251 39 299 33 1,550 72 Corporate 3,244 155 6,760 789 10,004 944 Total fixed maturities $ 12,326 $ 486 $ 24,289 $ 2,052 $ 36,615 $ 2,538 |
Investment Income [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Investment income: Interest from fixed maturities $ 229 $ 93 Dividends 60 31 (Loss) income from limited liability investments (34 ) 235 Income from real estate investments — 200 Other 520 83 Gross investment income 775 642 Investment expenses (37 ) (23 ) Net investment income $ 738 $ 619 |
Realized Gain (Loss) on Investments [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Gross realized gains $ 210 $ 59 Gross realized losses — (5 ) Net realized gains $ 210 $ 54 |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Net gains recognized on equity investments sold during the period $ — $ — Change in unrealized gains (losses) on equity investments held at end of the period 1,075 (10 ) Gain (loss) on change in fair value of equity investments $ 1,075 $ (10 ) |
Note 7 - Goodwill (Tables)
Note 7 - Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | (in thousands) Extended Warranty Kingsway Search Xcelerator Corporate Total Balance, December 31, 2022 $ 31,153 $ 13,613 $ 732 $ 45,498 Measurement period adjustment — (10 ) — (10 ) Balance, March 31, 2023 $ 31,153 $ 13,603 $ 732 $ 45,488 |
Note 8 - Intangible Assets (Tab
Note 8 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | (in thousands) March 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Database $ 4,918 $ 4,918 $ — Vehicle service agreements in-force 3,680 3,680 — Customer relationships 32,442 15,048 17,394 Intangible assets not subject to amortization: Trade names 14,287 — 14,287 Total $ 55,327 $ 23,646 $ 31,681 (in thousands) December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets subject to amortization: Database $ 4,918 $ 4,918 $ — Vehicle service agreements in-force 3,680 3,680 — Customer relationships 32,442 13,630 18,812 Intangible assets not subject to amortization: Trade names 14,287 — 14,287 Total $ 55,327 $ 22,228 $ 33,099 |
Note 9 - Property and Equipme_2
Note 9 - Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | (in thousands) March 31, 2023 Cost Accumulated Depreciation Carrying Value Leasehold improvements 485 228 257 Furniture and equipment 386 328 58 Computer hardware 948 559 389 Total $ 1,819 $ 1,115 $ 704 (in thousands) December 31, 2022 Cost Accumulated Depreciation Carrying Value Leasehold improvements 485 206 279 Furniture and equipment 375 319 56 Computer hardware 954 516 438 Total $ 1,814 $ 1,041 $ 773 |
Note 11 - Debt (Tables)
Note 11 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | (in thousands) March 31, 2023 December 31, 2022 Principal Carrying Value Fair Value Principal Carrying Value Fair Value Bank loan: 2021 Ravix Loan $ 5,150 $ 5,150 $ 5,252 $ 5,300 $ 5,300 $ 5,460 2022 Ravix Loan 5,800 5,614 5,898 5,950 5,754 6,245 SNS Loan 6,850 6,759 7,075 6,850 6,755 6,921 2020 KWH Loan 13,757 13,518 14,042 16,708 16,472 16,819 Total bank loans 31,557 31,041 32,267 34,808 34,281 35,445 Subordinated debt 15,000 11,808 11,808 90,500 67,811 67,811 Total $ 46,557 $ 42,849 $ 44,075 $ 125,308 $ 102,092 $ 103,256 |
Schedule of Subordinated Borrowing [Table Text Block] | Issuer Principal (in thousands) Issue date Interest Redemption date Kingsway DE Statutory Trust III $ 15,000 5/22/2003 annual interest rate equal to LIBOR, plus 4.20% payable quarterly 5/22/2033 Issuer Principal (in thousands) 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 5/22/2003 annual interest rate equal to LIBOR, plus 4.20% payable quarterly 5/22/2033 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 12/16/2003 annual interest rate equal to LIBOR, plus 4.00% payable quarterly 1/8/2034 |
Note 12 - Leases (Tables)
Note 12 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | (in thousands) Lease Commitments 2023 $ 447 2024 442 2025 283 2026 220 2027 162 2028 and thereafter 79 Total undiscounted lease payments 1,633 Imputed interest 300 Total lease liabilities $ 1,333 |
Note 13 - Revenue from Contra_2
Note 13 - Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Vehicle service agreement fees and GAP commissions IWS, Geminus and PWI $ 14,835 $ 13,303 Maintenance support service fees Trinity 954 1,798 Warranty product commissions Trinity 882 1,132 Homebuilder warranty service fees PWSC (a) — 1,816 Homebuilder warranty commissions PWSC (a) — 237 Business services consulting fees Ravix, Csuite and SNS 9,718 4,170 Service fee and commission revenue $ 26,389 $ 22,456 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | (in thousands) Three Months Ended March 31, 2023 Balance, December 31, 2022 $ 82,713 Deferral of revenue 14,770 Recognition of deferred service fees (15,116 ) Balance, March 31, 2023 $ 82,367 |
Capitalized Contract Cost [Table Text Block] | (in thousands) Three months ended March 31, 2023 Three months ended March 31, 2022 Costs to Obtain a Contract Costs to Fulfill a Contract Total Costs to Obtain a Contract Costs to Fulfill a Contract Total Balance at December 31, net $ 13,174 $ 83 $ 13,257 $ 10,850 $ 80 $ 10,930 Additions 2,336 7 2,343 2,353 6 2,359 Amortization (2,109 ) (7 ) (2,116 ) (1,328 ) (6 ) (1,334 ) Balance at March 31, net $ 13,401 $ 83 $ 13,484 $ 11,875 $ 80 $ 11,955 |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Income tax expense (benefit) at U. S. statutory income tax rate $ 5,981 $ (928 ) Valuation allowance (5,904 ) 293 Non-deductible compensation 29 47 Investment income 18 (3 ) State income tax 489 45 Indefinite life intangibles 80 54 Contingent consideration — 65 Other 6 5 Income tax expense (benefit) $ 699 $ (422 ) |
Note 15 - Earnings (Loss) per_2
Note 15 - Earnings (Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | (in thousands, except per share data) Three months ended March 31, 2023 2022 Numerator: Income (loss) from continuing operations $ 27,732 $ (3,999 ) Plus: net loss from continuing operations attributable to noncontrolling interests 3 73 Less: dividends on preferred stock (69 ) (78 ) Numerator used in calculating basic earnings (loss) per share from continuing operations attributable to common shareholders $ 27,666 $ (4,004 ) Adjustment to add-back dividends on preferred stock 69 — Adjustment for proportionate interest in Ravix and SNS's earnings attributable to common stock (50 ) — Numerator used in calculating diluted earnings (loss) per share from continuing operations attributable to common shareholders $ 27,685 $ (4,004 ) Income from discontinued operations 107 1,495 Less: net income from discontinued operations attributable to noncontrolling interests — (222 ) Numerator used in calculating diluted earnings (loss) per share - net income (loss) attributable to common shareholders $ 27,792 $ (2,731 ) Denominator: Weighted average basic shares Weighted average common shares outstanding 24,061 22,883 Weighted average diluted shares Weighted average common shares outstanding 24,061 22,883 Effect of potentially dilutive securities (a) Unvested restricted stock awards 789 — Warrants 1,382 — Convertible preferred stock 187 — Total weighted average diluted shares 26,419 22,883 Basic earnings (loss) attributable to common shareholders: Continuing operations $ 1.15 $ (0.17 ) Discontinued operations $ — $ 0.05 Basic earnings (loss) per share - net income (loss) attributable to common shareholders: $ 1.15 $ (0.12 ) Diluted earnings (loss) attributable to common shareholders: Continuing operations $ 1.05 $ (0.17 ) Discontinued operations $ — $ 0.05 Diluted earnings (loss) per share - net income (loss) attributable to common shareholders $ 1.05 $ (0.12 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three months ended March 31, 2023 2022 Unvested restricted stock awards 358,410 1,252,754 Warrants — 4,573,765 Convertible preferred stock — 1,060,831 Total 358,410 6,887,350 |
Note 16 - Stock-based Compens_2
Note 16 - Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block] | Number of Weighted-Average Restricted Grant Date Fair Stock Awards Value (per Share) Unvested at December 31, 2022 1,146,947 $ 5.19 Granted — — Vested — — Cancelled for Tax Withholding — — Unvested at March 31, 2023 1,146,947 $ 5.19 |
Note 19 - Accumulated Other C_2
Note 19 - Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | (in thousands) Three months ended March 31, 2023 Unrealized Gains Foreign Change in Fair Value Total (Losses) on Currency of Debt Attributable Accumulated Other Available-for-Sale Translation to Instrument-Specific Comprehensive Investments Adjustments Credit Risk Income (Loss) Balance at December 31, 2022 $ (2,464 ) $ (3,286 ) $ 32,355 $ 26,605 Other comprehensive income (loss) arising during the period 427 — (427 ) — Amounts reclassified from accumulated other comprehensive income (loss) (22 ) — (27,177 ) (27,199 ) Net current-period other comprehensive income (loss) 405 — (27,604 ) (27,199 ) Balance at March 31, 2023 $ (2,059 ) $ (3,286 ) $ 4,751 $ (594 ) (in thousands) Three months ended March 31, 2022 Unrealized Gains Foreign Change in Fair Value Total (Losses) on Currency of Debt Attributable Accumulated Other Available-for-Sale Translation to Instrument-Specific Comprehensive Investments Adjustments Credit Risk Income Balance at December 31, 2021 $ (220 ) $ (3,286 ) $ 34,285 $ 30,779 Other comprehensive (loss) income arising during the period (1,125 ) — 959 (166 ) Amounts reclassified from accumulated other comprehensive income 1 — — 1 Net current-period other comprehensive (loss) income (1,124 ) — 959 (165 ) Balance at March 31, 2022 $ (1,344 ) $ (3,286 ) $ 35,244 $ 30,614 |
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Reclassification of accumulated other comprehensive income from unrealized gains (losses) on available-for-sale investments to: Net realized gains $ 22 $ (1 ) Reclassification of accumulated other comprehensive income from change in fair value of debt attributable to instrument-specific credit risk to: Gain on extinguishment of debt 27,177 — Income (loss) from continuing operations before income tax expense (benefit) 27,199 — Income tax expense (benefit) — — Income (loss) from continuing operations, net of taxes 27,199 — Income from discontinued operations, net of taxes — — Net income (loss) $ 27,199 $ — |
Note 20 - Segmented Informati_2
Note 20 - Segmented Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Revenues: Service fee and commission revenue - Extended Warranty $ 16,671 $ 18,286 Service fee and commission revenue - Kingsway Search Xcelerator 9,718 4,170 Total revenues $ 26,389 $ 22,456 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Segment operating income: Extended Warranty $ 1,432 $ 1,723 Kingsway Search Xcelerator 1,577 806 Total segment operating income 3,009 2,529 Net investment income 738 619 Net realized gains 210 54 Gain (loss) on change in fair value of equity investment 1,075 (10 ) (Loss) gain on change in fair value of limited liability investments, at fair value (130 ) 127 Loss on change in fair value of derivative asset option contracts (1,366 ) — Interest expense (2,972 ) (1,364 ) Other revenue and expenses not allocated to segments, net (2,640 ) (3,066 ) Amortization of intangible assets (1,418 ) (1,442 ) Gain (loss) on change in fair value of debt 309 (1,868 ) Gain on extinguishment of debt 31,616 — Income (loss) from continuing operations before income tax expense (benefit) 28,431 (4,421 ) Income tax expense (benefit) 699 (422 ) Income (loss) from continuing operations $ 27,732 $ (3,999 ) |
Note 21 - Fair Value of Finan_2
Note 21 - Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | (in thousands) March 31, 2023 Fair Value Measurements at the End of the Reporting Period Using Quoted Prices in Significant Significant Active Markets for Other Observable Unobservable Identical Assets Inputs Inputs Measured at Total (Level 1) (Level 2) (Level 3) Net Asset Value Recurring fair value measurements: Assets: Fixed maturities: U.S. government, government agencies and authorities $ 14,516 $ — $ 14,516 $ — $ — States, municipalities and political subdivisions 3,120 — 3,120 — — Mortgage-backed 7,986 — 7,986 — — Asset-backed 1,388 — 1,388 — — Corporate 10,147 — 10,147 — — Total fixed maturities 37,157 — 37,157 — — Equity investments: Common stock 196 196 — — — Warrants 1,032 — 1,032 — — Total equity investments 1,228 196 1,032 — — Limited liability investments, at fair value 11,733 — — 3,442 8,291 Derivative contract - interest rate swap 246 — 246 — — Total assets $ 50,364 $ 196 $ 38,435 $ 3,442 $ 8,291 Liabilities: Subordinated debt $ 11,808 $ — $ 11,808 $ — $ — Contingent consideration 3,218 — — 3,218 — Total liabilities $ 15,026 $ — $ 11,808 $ 3,218 $ — (in thousands) December 31, 2022 Fair Value Measurements at the End of the Reporting Period Using Quoted Prices in Significant Significant Active Markets for Other Observable Unobservable Identical Assets Inputs Inputs Measured at Total (Level 1) (Level 2) (Level 3) Net Asset Value Recurring fair value measurements: Assets: Fixed maturities: U.S. government, government agencies and authorities $ 15,080 $ — $ 15,080 $ — $ — States municipalities and political subdivisions 2,232 — 2,232 — — Mortgage-backed 8,412 — 8,412 — — Asset-backed 1,610 — 1,610 — — Corporate 10,257 — 10,257 — — Total fixed maturities 37,591 — 37,591 — — Equity investments: Common stock 153 153 — — — Total equity investments 153 153 — — — Limited liability investments, at fair value 17,059 — — 3,196 13,863 Derivative contract - interest rate swap 326 — 326 — — Derivative contract - trust preferred debt repurchase options 19,034 — 19,034 — Total assets $ 74,163 $ 153 $ 37,917 $ 22,230 $ 13,863 Liabilities: Subordinated debt $ 67,811 $ — $ 67,811 $ — $ — Contingent consideration 3,218 — — 3,218 — Total liabilities $ 71,029 $ — $ 67,811 $ 3,218 $ — |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | (in thousands) Three months ended March 31, 2023 2022 Assets: Limited liability investments, at fair value: Beginning balance $ 3,196 $ 4,022 Contributions 35 — Distributions received (110 ) (47 ) Realized gains included in net income (loss) 110 33 Change in fair value of limited liability investments, at fair value included in net income (loss) 211 (257 ) Ending balance $ 3,442 $ 3,751 Unrealized losses (gains) on limited liability investments, at fair value held at end of period: Included in net income (loss) $ 211 $ (257 ) Included in other comprehensive loss $ — $ — Derivative - trust preferred debt repurchase options: Beginning balance $ 19,034 $ — Exercise of options included in net income (loss) (17,668 ) — Change in fair value of derivative assets included in net income (loss) (1,366 ) — Ending balance $ — $ — Unrealized gains recognized on derivative assets held at end of period: Included in net income (loss) $ (1,366 ) $ — Included in other comprehensive loss — — Ending balance - assets $ 3,442 $ 3,751 Liabilities: Contingent consideration: Beginning balance $ 3,218 $ 2,458 Change in fair value of contingent consideration included in net income (loss) — 309 Ending balance $ 3,218 $ 2,767 Unrealized gains recognized on contingent consideration liability held at end of period: Included in net income (loss) $ — $ 309 Included in other comprehensive loss $ — $ — Ending balance - liabilities $ 3,218 $ 2,767 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Categories Fair Value Valuation Techniques Unobservable Inputs Input Value(s) Limited liability investments, at fair value $ 3,442 Market approach Valuation multiples 1.0x - 9.0x Contingent consideration $ 3,218 Option-based income approach Discount rate 8.25 % Risk-free rate 4.44 % Expected volatility 13.00 % Categories Fair Value Valuation Techniques Unobservable Inputs Input Value(s) Limited liability investments, at fair value $ 3,196 Market approach Valuation multiples 1.0x - 9.0x Derivative - trust preferred debt repurchase options $ 19,034 Binomial lattice option approach Credit spread 8.95 % Interest rate volatility 2.3 % Debt coupon interest rate 8.72%-8.87% Time to maturity (in years) 10.4 - 10.59 Contingent consideration $ 3,218 Option-based income approach Discount rate 8.25 % Risk-free rate 4.44 % Expected volatility 13.0 % |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Table Text Block] | Fair Value Redemption Category (in thousands) Unfunded Commitments Redemption Frequency Notice Period Limited liability investments, at fair value $ 8,291 n/a n/a n/a Fair Value Redemption Category (in thousands) Unfunded Commitments Redemption Frequency Notice Period Limited liability investments, at fair value $ 13,863 n/a n/a n/a |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash | $ 8,000 | $ 48,900 | ||
Cash and Cash Equivalents, at Carrying Value | 8,291 | $ 64,168 | ||
Proceeds from Warrant Exercises | 6,294 | $ 0 | ||
Second Amendment to 2020 KWH Loan [Member] | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 10,000 | |||
Forecast [Member] | ||||
Proceeds from Warrant Exercises | $ 16,000 |
Note 5 - Acquisitions, Dispos_3
Note 5 - Acquisitions, Disposal and Discontinued Operations (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Nov. 18, 2022 USD ($) | Nov. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) a | Jul. 29, 2022 USD ($) | Oct. 01, 2021 | |
Insurance Commissions and Fees | $ 26,389 | $ 22,456 | ||||
TEXAS | ||||||
Area of Real Estate Property (Acre) | a | 192 | |||||
P W S C [Member] | ||||||
Earnout Payment Required, Minimum Percentage of Closing EBITDA | 103% | |||||
Earnout Payment, Ratio of EBITDA in Excess of 103% of Closing EBITDA | 5 | |||||
Insurance Commissions and Fees | $ 2,100 | |||||
Receivables from Customers | $ 700 | |||||
Income (Loss) from Continuing Operations before Income Taxes, Attributable to Controlling Interest | (600) | |||||
VA Lafayette [Member] | ||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 100 | $ 1,200 | ||||
P W S C [Member] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 80% | |||||
P W S C [Member] | President [Member] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20% | |||||
CSuite Acquisition, LLC [Member] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||||
Payments to Acquire Businesses, Gross | $ 8,500 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 100 | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 3,600 | |||||
Secure Nursing Service Inc [Member] | ||||||
Payments to Acquire Businesses, Gross | $ 11,500 |
Note 5 - Acquisitions, Dispos_4
Note 5 - Acquisitions, Disposals and Discontinued Operations - Financial Information From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income from discontinued operations, net of taxes | $ 107 | $ 1,495 | |
Discontinued Operations, Held-for-Sale [Member] | Leased Real Estate [Member] | |||
Cash and cash equivalents | 494 | $ 570 | |
Property and equipment, net | 16,160 | 16,160 | |
Intangible assets, net | 2,748 | 2,748 | |
Assets held for sale | 19,402 | 19,478 | |
Accrued expenses and other liabilities | 477 | 473 | |
Notes payable | 15,916 | 16,112 | |
Liabilities held for sale | 16,393 | $ 16,585 | |
Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | Leased Real Estate [Member] | |||
Rental revenue | 319 | 3,667 | |
Total revenues | 319 | 3,667 | |
Cost of services sold | 47 | 44 | |
General and administrative expenses | 77 | 375 | |
Leased real estate segment interest expense | 91 | 1,691 | |
Non-operating other (revenue) | (3) | (3) | |
Amortization of intangible assets | 0 | 52 | |
Total expenses | 212 | 2,159 | |
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 107 | 1,508 | |
Income tax expense | 0 | 13 | |
Income from discontinued operations, net of taxes | $ 107 | $ 1,495 |
Note 6 - Investments (Details T
Note 6 - Investments (Details Textual) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Securities, Available-for-Sale, Unrealized Loss Position, Number of Positions | 196 | 208 | |
Long-Term Debt, Gross | $ 46,557 | $ 125,308 | |
Private Company [Member] | |||
Increase (Decrease) in Debt Securities, Trading, and Equity Securities, FV-NI, Total | 0 | $ 0 | |
Other-than-temporary Impairment Loss, Debt Securities, Portion Recognized in Earnings | 0 | 0 | |
Limited Liability Investments [Member] | |||
Equity Method Investments | 949 | 983 | |
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments | 0 | ||
Net Lease [Member] | |||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures | 11,700 | 17,100 | |
Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount | 0 | ||
Net Lease [Member] | Notes Payable [Member] | |||
Long-Term Debt, Gross | 15,800 | ||
Private Company Investments [Member] | |||
Investment Owned, at Fair Value | 800 | $ 800 | |
Other-than-temporary Impairment Loss, Debt Securities, Portion Recognized in Earnings | $ 0 | $ 0 |
Note 6 - Investments - Amortize
Note 6 - Investments - Amortized Cost, Gross Unrealized Gains and Losses, and Estimated Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Total | $ 39,267 | $ 40,127 |
Gross Unrealized Gains | 21 | 2 |
Gross Unrealized Losses | 2,131 | 2,538 |
Fixed maturities, at fair value (amortized cost of $39,267 and $40,127, respectively) | 37,157 | 37,591 |
Total, estimated fair value | 37,157 | 37,591 |
US Government Agencies Debt Securities [Member] | ||
Total | 15,063 | 15,797 |
Gross Unrealized Gains | 4 | 0 |
Gross Unrealized Losses | 551 | 717 |
Fixed maturities, at fair value (amortized cost of $39,267 and $40,127, respectively) | 14,516 | 15,080 |
Total, estimated fair value | 14,516 | 15,080 |
US States and Political Subdivisions Debt Securities [Member] | ||
Total | 3,241 | 2,390 |
Gross Unrealized Gains | 6 | 0 |
Gross Unrealized Losses | 127 | 158 |
Fixed maturities, at fair value (amortized cost of $39,267 and $40,127, respectively) | 3,120 | 2,232 |
Total, estimated fair value | 3,120 | 2,232 |
Mortgage-Backed Securities, Issued by US Government Sponsored Enterprises [Member] | ||
Total | 8,550 | 9,058 |
Gross Unrealized Gains | 3 | 1 |
Gross Unrealized Losses | 567 | 647 |
Fixed maturities, at fair value (amortized cost of $39,267 and $40,127, respectively) | 7,986 | 8,412 |
Total, estimated fair value | 7,986 | 8,412 |
Asset-Backed Securities [Member] | ||
Total | 1,449 | 1,682 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 61 | 72 |
Fixed maturities, at fair value (amortized cost of $39,267 and $40,127, respectively) | 1,388 | 1,610 |
Total, estimated fair value | 1,388 | 1,610 |
Corporate Debt Securities [Member] | ||
Total | 10,964 | 11,200 |
Gross Unrealized Gains | 8 | 1 |
Gross Unrealized Losses | 825 | 944 |
Fixed maturities, at fair value (amortized cost of $39,267 and $40,127, respectively) | 10,147 | 10,257 |
Total, estimated fair value | $ 10,147 | $ 10,257 |
Note 6 - Investments - Fixed Ma
Note 6 - Investments - Fixed Maturities by Contractual Maturity Periods (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Due in one year or less | $ 6,429 | |
Due in one year or less, estimated fair value | 6,323 | |
Due after one year through five years | 26,924 | |
Due after one year through five years, estimated fair value | 25,494 | |
Due after five years through ten years | 2,274 | |
Due after five years through ten years, estimated fair value | 2,075 | |
Due after ten years | 3,640 | |
Due after ten years, estimated fair value | 3,265 | |
Total | 39,267 | $ 40,127 |
Total, estimated fair value | $ 37,157 | $ 37,591 |
Note 6 - Investments - Unrealiz
Note 6 - Investments - Unrealized Loss Position (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
US Government Agencies Debt Securities [Member] | ||
Less than 12 months, estimated fair value | $ 3,377 | $ 4,543 |
Less than 12 Months | 53 | 126 |
Greater than 12 months, estimated fair value | 9,218 | 10,537 |
Greater than 12 Months | 498 | 591 |
Estimated fair value | 12,595 | 15,080 |
Total, debt securities | 551 | 717 |
US States and Political Subdivisions Debt Securities [Member] | ||
Less than 12 months, estimated fair value | 695 | 1,040 |
Less than 12 Months | 13 | 73 |
Greater than 12 months, estimated fair value | 1,345 | 937 |
Greater than 12 Months | 114 | 85 |
Estimated fair value | 2,040 | 1,977 |
Total, debt securities | 127 | 158 |
Mortgage-Backed Securities, Issued by US Government Sponsored Enterprises [Member] | ||
Less than 12 months, estimated fair value | 1,257 | 2,248 |
Less than 12 Months | 28 | 93 |
Greater than 12 months, estimated fair value | 6,038 | 5,756 |
Greater than 12 Months | 539 | 554 |
Estimated fair value | 7,295 | 8,004 |
Total, debt securities | 567 | 647 |
Asset-Backed Securities [Member] | ||
Less than 12 months, estimated fair value | 646 | 1,251 |
Less than 12 Months | 17 | 39 |
Greater than 12 months, estimated fair value | 681 | 299 |
Greater than 12 Months | 44 | 33 |
Estimated fair value | 1,327 | 1,550 |
Total, debt securities | 61 | 72 |
Corporate Debt Securities [Member] | ||
Less than 12 months, estimated fair value | 1,943 | 3,244 |
Less than 12 Months | 24 | 155 |
Greater than 12 months, estimated fair value | 7,822 | 6,760 |
Greater than 12 Months | 801 | 789 |
Estimated fair value | 9,765 | 10,004 |
Total, debt securities | 825 | 944 |
Fixed Maturities [Member] | ||
Less than 12 months, estimated fair value | 7,918 | 12,326 |
Less than 12 Months | 135 | 486 |
Greater than 12 months, estimated fair value | 25,104 | 24,289 |
Greater than 12 Months | 1,996 | 2,052 |
Estimated fair value | 33,022 | 36,615 |
Total, debt securities | $ 2,131 | $ 2,538 |
Note 6 - Investments - Net Inve
Note 6 - Investments - Net Investment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Interest from fixed maturities | $ 229 | $ 93 |
Dividends | 60 | 31 |
(Loss) income from limited liability investments | (34) | 235 |
Income from real estate investments | 0 | 200 |
Other | 520 | 83 |
Gross investment income | 775 | 642 |
Investment expenses | (37) | (23) |
Net investment income | $ 738 | $ 619 |
Note 6 - Investments - Gross Re
Note 6 - Investments - Gross Realized Gains and Losses on Available-for-sale Investments, Limited Liability Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Gross realized gains | $ 210 | $ 59 |
Gross realized losses | 0 | (5) |
Net realized gains | $ 210 | $ 54 |
Note 6 - Investments - Loss on
Note 6 - Investments - Loss on Change in Fair Value of Equity Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net gains recognized on equity investments sold during the period | $ 0 | $ 0 |
Change in unrealized gains (losses) on equity investments held at end of the period | 1,075 | (10) |
Gain (loss) on change in fair value of equity investments | $ 1,075 | $ (10) |
Note 7 - Goodwill (Details Text
Note 7 - Goodwill (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill | $ 45,488 | $ 45,498 | |
Goodwill, Impairment Loss | 0 | $ 0 | |
CSuite Acquisition, LLC [Member] | |||
Goodwill | $ 100 |
Note 7 - Goodwill - Intangible
Note 7 - Goodwill - Intangible Assets, Goodwill and Other (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Balance | $ 45,498 |
Balance | 45,488 |
Operating Segments [Member] | Extended Warranty Segment [Member] | |
Balance | 31,153 |
Measurement period adjustment | 0 |
Balance | 31,153 |
Operating Segments [Member] | Leased Real Estate Segment [Member] | |
Balance | 13,613 |
Measurement period adjustment | (10) |
Balance | 13,603 |
Operating Segments [Member] | Kingsway Search Xcelerator [Member] | |
Balance | 732 |
Measurement period adjustment | 0 |
Balance | 732 |
Corporate, Non-Segment [Member] | |
Balance | 45,498 |
Measurement period adjustment | (10) |
Balance | $ 45,488 |
Note 8 - Intangible Assets (Det
Note 8 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Amortization of Intangible Assets | $ 1,418 | $ 1,442 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | $ 0 |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years |
Note 8 - Intangible Assets - In
Note 8 - Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible assets accumulated amortization | $ 23,646 | $ 22,228 |
Intangible assets, gross | 55,327 | 55,327 |
Intangible assets, net | 31,681 | 33,099 |
Trade Names [Member] | ||
Intangible assets not subject to amortization | 14,287 | 14,287 |
Intangible assets not subject to amortization, net | 14,287 | 14,287 |
Database Rights [Member] | ||
Intangible assets subject to amortization | 4,918 | 4,918 |
Intangible assets accumulated amortization | 4,918 | 4,918 |
Intangible assets subject to amortization, net | 0 | 0 |
Service Agreements [Member] | ||
Intangible assets subject to amortization | 3,680 | 3,680 |
Intangible assets accumulated amortization | 3,680 | 3,680 |
Intangible assets subject to amortization, net | 0 | 0 |
Customer Relationships [Member] | ||
Intangible assets subject to amortization | 32,442 | 32,442 |
Intangible assets accumulated amortization | 15,048 | 13,630 |
Intangible assets subject to amortization, net | $ 17,394 | $ 18,812 |
Note 9 - Property and Equipme_3
Note 9 - Property and Equipment (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Depreciation | $ 0.1 | $ 0.1 |
Note 9 - Property and Equipme_4
Note 9 - Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cost | $ 1,819 | $ 1,814 |
Property and equipment, accumulated depreciation | 1,115 | 1,041 |
Carrying Value | 704 | 773 |
Leasehold Improvements [Member] | ||
Cost | 485 | 485 |
Property and equipment, accumulated depreciation | 228 | 206 |
Carrying Value | 257 | 279 |
Furniture and Fixtures [Member] | ||
Cost | 386 | 375 |
Property and equipment, accumulated depreciation | 328 | 319 |
Carrying Value | 58 | 56 |
Computer Equipment [Member] | ||
Cost | 948 | 954 |
Property and equipment, accumulated depreciation | 559 | 516 |
Carrying Value | $ 389 | $ 438 |
Note 10 - Derivatives (Details
Note 10 - Derivatives (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |||||||
Sep. 26, 2022 | Aug. 02, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 20, 2022 | Sep. 15, 2022 | Apr. 01, 2021 | |
Interest Rate Cap [Member] | CIBC Bank USA [Member] | ||||||||
Derivative, Notional Amount | $ 8.2 | $ 11.9 | ||||||
Interest Rate Cap [Member] | CIBC Bank USA [Member] | Interest Expense [Member] | ||||||||
Derivative, Gain (Loss) on Derivative, Net, Total | (0.1) | $ 0.2 | ||||||
Payments for Derivative Instrument, Investing Activities | 0.1 | $ 0.1 | ||||||
Interest Rate Cap [Member] | CIBC Bank USA [Member] | Other Receivables [Member] | ||||||||
Derivative Asset | 0.2 | $ 0.3 | ||||||
Interest Rate Cap [Member] | CIBC Bank USA [Member] | London Interbank Offered Rate [Member] | ||||||||
Derivative, Fixed Interest Rate | 1.18% | |||||||
Interest Rate Cap [Member] | CIBC Bank USA [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||||||
Derivative, Fixed Interest Rate | 1.103% | |||||||
Trust Preferred Debt Repurchase August Options [Member] | ||||||||
Trust Preferred Debt Repurchase Options, Maximum Percent of Principal and Deferred Interest | 100% | |||||||
Purchase Price, Percentage of Outstanding Principal and Deferred Interset | 63.75% | 63% | ||||||
Trust Preferred Debt Repurchase Options, Minimum Repurchase, Percentage | 50% | |||||||
Payments to Holders of Trust Preferred Debt Repurchase Option | $ 2 | |||||||
Trust Preferred Debt Repurchase Option, Threshold | 30 | |||||||
Amount Forfeited if Repurchased Amount Less Than 30 Million or Failing to Purchase Principal or Deferred Interest Within One Year | $ 2 | |||||||
Trust Preferred Debt Repurchase September 20 Options [Member] | ||||||||
Trust Preferred Debt Repurchase Options, Maximum Percent of Principal and Deferred Interest | 100% | |||||||
Purchase Price, Percentage of Outstanding Principal and Deferred Interset | 63.75% | |||||||
Trust Preferred Debt Repurchase September 26 Options [Member] | ||||||||
Trust Preferred Debt Repurchase Options, Maximum Percent of Principal and Deferred Interest | 100% | |||||||
Purchase Price, Percentage of Outstanding Principal and Deferred Interset | 63% | |||||||
Payments to Holders of Trust Preferred Debt Repurchase Option | $ 0.3 | |||||||
Amount Forfeited if Failing to Purchase Principal or Deferred Interest | $ 0.3 | |||||||
Trust Preferred Debt Repurchase Options Contracts [Member] | ||||||||
Derivative Asset | $ 19 | |||||||
Derivative, Gain (Loss) on Derivative, Net, Total | 1.4 | |||||||
Payments for Derivative Instrument, Investing Activities | $ 56.5 |
Note 11 - Debt (Details Textual
Note 11 - Debt (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||||||||||
Mar. 22, 2023 | Mar. 13, 2023 | Feb. 28, 2023 | Nov. 18, 2022 | Nov. 16, 2022 | Oct. 01, 2021 | Dec. 01, 2020 | Dec. 16, 2003 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
Long-Term Debt, Gross | $ 46,557 | $ 125,308 | ||||||||||
Interest Expense, Debt | 2,972 | $ 1,364 | ||||||||||
Gain (Loss) on Extinguishment of Debt | 31,616 | 0 | ||||||||||
Subordinated Liabilities, Period Increase (Decrease) | (56,000) | |||||||||||
Subordinated Liabilities, Extinguished | 56,100 | |||||||||||
Fair Value, Option, Changes in Fair Value, Loss | 300 | |||||||||||
Fair Value, Option, Changes in Fair Value, Gain | 400 | |||||||||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||||||||
Gain (Loss) on Extinguishment of Debt | 27,177 | $ 0 | ||||||||||
Subordinated Debt [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 90,500 | |||||||||||
Long-Term Debt, Gross | 15,000 | 90,500 | ||||||||||
Debt Instrument, Term (Year) | 30 years | |||||||||||
Repayments of Subordinated Debt | $ 56,500 | |||||||||||
Credit for Previous Debt Repayment | 2,300 | |||||||||||
Debt Instrument, Repaid, Principal | 75,500 | |||||||||||
Interest Expense, Debt | 23,000 | $ 5,000 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 31,600 | |||||||||||
Debt Instrument, Principal Value | 15,000 | |||||||||||
Subordinated Liabilities, Period Increase (Decrease) | 100 | |||||||||||
Interest Payable | $ 0 | 25,500 | ||||||||||
London Interbank Offered Rate [Member] | Subordinated Debt [Member] | Minimum [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.85% | |||||||||||
London Interbank Offered Rate [Member] | Subordinated Debt [Member] | Maximum [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.20% | |||||||||||
Ravix Bank Loan [Member] | ||||||||||||
Debt Instrument, Interest Rate During Period | 3.75% | 8.25% | ||||||||||
Ravix Bank Loan [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||
Ravix Bank Loan [Member] | Ravix Financial, Inc [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 6,000 | |||||||||||
Debt Issuance Costs, Net, Total | 200 | |||||||||||
Ravix Bank Loan [Member] | Ravix Financial, Inc [Member] | Revolving Credit Facility [Member] | ||||||||||||
Long-Term Debt, Gross | $ 1,000 | $ 0 | 0 | |||||||||
Amended Ravix Bank Loan [Member] | Ravix Financial, Inc [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 6,000 | |||||||||||
Debt Instrument, Interest Rate During Period | 8.50% | |||||||||||
Debt Issuance Costs, Net, Total | 100 | |||||||||||
Amended Ravix Bank Loan [Member] | Ravix Financial, Inc [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||||||||||
Amended Ravix Bank Loan [Member] | Ravix Financial, Inc [Member] | Revolving Credit Facility [Member] | ||||||||||||
Long-Term Debt, Gross | $ 1,000 | |||||||||||
Amended Ravix Bank Loan [Member] | Ravix Financial, Inc [Member] | Revolving Credit Facility [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||
The SNS Loan [Member] | Nursing Service LLC [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 6,500 | |||||||||||
Long-Term Debt, Gross | $ 6,400 | 6,400 | ||||||||||
Debt Instrument, Interest Rate During Period | 5% | 8.50% | ||||||||||
Debt Issuance Costs, Net, Total | 100 | |||||||||||
The SNS Loan [Member] | Nursing Service LLC [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||||||
The SNS Loan [Member] | Nursing Service LLC [Member] | Revolving Credit Facility [Member] | ||||||||||||
Long-Term Debt, Gross | $ 400 | 400 | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000 | |||||||||||
KWH Bank Loan [Member] | ||||||||||||
Debt Instrument, Interest Rate During Period | 7.49% | |||||||||||
Debt Instrument, LIBOR Floor | 0.75% | |||||||||||
Debt Instrument, SOFR Floor | 0.75% | |||||||||||
KWH Bank Loan [Member] | Term Loan [Member] | ||||||||||||
Long-Term Debt, Gross | $ 13,000 | 16,000 | ||||||||||
KWH Bank Loan [Member] | London Interbank Offered Rate [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |||||||||||
KWH Bank Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.62% | |||||||||||
KWH Bank Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.12% | |||||||||||
KWH Bank Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||
Long-Term Debt, Gross | $ 500 | 500 | ||||||||||
Debt Issuance Costs, Net, Total | $ 400 | |||||||||||
KWH Bank Loan [Member] | PWI Holdings [Member] | ||||||||||||
Long-Term Debt, Gross | $ 25,700 | |||||||||||
KWH Bank Loan [Member] | PWI Holdings [Member] | Term Loan [Member] | ||||||||||||
Long-Term Debt, Gross | 24,700 | |||||||||||
KWH Bank Loan [Member] | PWI Holdings [Member] | Revolving Credit Facility [Member] | ||||||||||||
Long-Term Debt, Gross | $ 1,000 | |||||||||||
Second Amendment to KWH Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 10,000 | |||||||||||
Debt Instrument, Minimum Draw Amount | $ 2,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% |
Note 11 - Debt - Component of D
Note 11 - Debt - Component of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Long term debt, principal | $ 46,557 | $ 125,308 |
Carrying value | 42,849 | 102,092 |
Long term debt, fair value | 44,075 | 103,256 |
Notes Payable to Banks [Member] | ||
Long term debt, principal | 31,557 | 34,808 |
Carrying value | 31,041 | 34,281 |
Long term debt, fair value | 32,267 | 35,445 |
Notes Payable to Banks [Member] | Ravix Bank Loan [Member] | ||
Long term debt, principal | 5,150 | 5,300 |
Carrying value | 5,150 | 5,300 |
Long term debt, fair value | 5,252 | 5,460 |
Notes Payable to Banks [Member] | The 2022 Ravix Loan [Member] | ||
Long term debt, principal | 5,800 | 5,950 |
Carrying value | 5,614 | 5,754 |
Long term debt, fair value | 5,898 | 6,245 |
Notes Payable to Banks [Member] | SNS Loan [Member] | ||
Long term debt, principal | 6,850 | 6,850 |
Carrying value | 6,759 | 6,755 |
Long term debt, fair value | 7,075 | 6,921 |
Notes Payable to Banks [Member] | The 2020 KWH Bank Loan [Member] | ||
Long term debt, principal | 13,757 | 16,708 |
Carrying value | 13,518 | 16,472 |
Long term debt, fair value | 14,042 | 16,819 |
Subordinated Debt [Member] | ||
Long term debt, principal | 15,000 | 90,500 |
Carrying value | 11,808 | 67,811 |
Long term debt, fair value | $ 11,808 | $ 67,811 |
Note 11 - Debt - Subordinated B
Note 11 - Debt - Subordinated Borrowings (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Delaware Statutory Trust III [Member] | ||
Principal | $ 15 | $ 15 |
Delaware Statutory Trust III [Member] | London Interbank Offered Rate [Member] | ||
Interest | 4.20% | 4.20% |
Debt Instrument, Basis Spread on Variable Rate | 4.20% | 4.20% |
Connecticut Statutory Trust I [Member] | ||
Principal | $ 15 | |
Connecticut Statutory Trust I [Member] | London Interbank Offered Rate [Member] | ||
Interest | 4% | |
Debt Instrument, Basis Spread on Variable Rate | 4% | |
Connecticut Statutory Trust II [Member] | ||
Principal | $ 17.5 | |
Connecticut Statutory Trust II [Member] | London Interbank Offered Rate [Member] | ||
Interest | 4.10% | |
Debt Instrument, Basis Spread on Variable Rate | 4.10% | |
Connecticut Statutory Trust III [Member] | ||
Principal | $ 20 | |
Connecticut Statutory Trust III [Member] | London Interbank Offered Rate [Member] | ||
Interest | 3.95% | |
Debt Instrument, Basis Spread on Variable Rate | 3.95% | |
Delaware Statutory Trust IV [Member] | ||
Principal | $ 10 | |
Delaware Statutory Trust IV [Member] | London Interbank Offered Rate [Member] | ||
Interest | 3.85% | |
Debt Instrument, Basis Spread on Variable Rate | 3.85% | |
Delaware Statutory Trust VI [Member] | ||
Principal | $ 13 | |
Delaware Statutory Trust VI [Member] | London Interbank Offered Rate [Member] | ||
Interest | 4% | |
Debt Instrument, Basis Spread on Variable Rate | 4% |
Note 12 - Leases (Details Textu
Note 12 - Leases (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 3 years 11 months 15 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 5.87% | |
Operating Lease, Payments | $ 100 | $ 300 |
General and Administrative Expense [Member] | ||
Operating Lease, Cost | 100 | 200 |
Variable Lease, Cost | 100 | 100 |
Short-Term Lease, Cost | $ 100 | $ 0 |
Note 12 - Leases - Annual Matur
Note 12 - Leases - Annual Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
2023 | $ 447 | |
2024 | 442 | |
2025 | 283 | |
2026 | 220 | |
2027 | 162 | |
2028 and thereafter | 79 | |
Total undiscounted lease payments | 1,633 | |
Imputed interest | 300 | |
Total lease liabilities | $ 1,333 | $ 1,217 |
Note 13 - Revenue from Contra_3
Note 13 - Revenue from Contracts with Customers (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Increase (Decrease) in Deferred Contract Costs | $ 227 | $ 1,025 | |
Percentage of Deferred Service Fees | 51.70% | ||
Capitalized Contract Cost, Impairment Loss | $ 0 | 0 | |
Service Fees [Member] | |||
Receivables from Customers | 10,553 | $ 10,304 | |
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 100 | ||
Accounts Receivable, Allowance for Credit Loss, Writeoff | 0 | ||
Contract with Customer, Liability, Revenue Recognized | $ 12,500 | 13,000 | |
Deferred Revenues and Deferred Contract Costs Associated With Vehicle Service Agreement Fees [Member | IWS [Member] | |||
Deferred Revenue and Deferred Contract Costs, Net Charge | 900 | ||
Deferred Service Fees, Increase (Decrease) During Period | 1,100 | ||
Increase (Decrease) in Deferred Contract Costs | $ 200 | ||
Minimum [Member] | |||
Customer Refunds Percentage | 9% | ||
Maximum [Member] | |||
Customer Refunds Percentage | 13% |
Note 13 - Revenue from Contra_4
Note 13 - Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Service fee and commission revenue | $ 26,389 | $ 22,456 |
IWS [Member] | Extended Warranty Segment [Member] | Vehicle Service Agreement Fees [Member] | ||
Service fee and commission revenue | 14,835 | 13,303 |
Maintenance Support Service Fees [Member] | Trinity [Member] | ||
Service fee and commission revenue | 954 | 1,798 |
Warranty Product Commissions [Member] | Trinity [Member] | Extended Warranty Segment [Member] | ||
Service fee and commission revenue | 882 | 1,132 |
Home Builder Warranty Service Fees [Member] | P W S C [Member] | Extended Warranty Segment [Member] | ||
Service fee and commission revenue | 0 | 1,816 |
Homebuilder Warranty Commissions [Member] | P W S C [Member] | Extended Warranty Segment [Member] | ||
Service fee and commission revenue | 0 | 237 |
Business Services Consulting [Member] | Ravix [Member] | Consulting Fees [Member] | ||
Service fee and commission revenue | $ 9,718 | $ 4,170 |
Note 13 - Revenue from Contra_5
Note 13 - Revenue from Contracts with Customers - Changes in Deferred Service Fees (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Balance, December 31, 2022 | $ 82,713 |
Balance, March 31, 2023 | 82,367 |
Service Fees [Member] | |
Balance, December 31, 2022 | 82,713 |
Deferral of revenue | 14,770 |
Recognition of deferred service fees | (15,116) |
Balance, March 31, 2023 | $ 82,367 |
Note 13 - Revenue from Contra_6
Note 13 - Revenue from Contracts with Customers - Deferred Contract Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Balance, net | $ 13,257 | $ 10,930 |
Additions | 2,343 | 2,359 |
Amortization | (2,116) | (1,334) |
Balance, net | 13,484 | 11,955 |
Cost to Obtain Contract [Member] | ||
Balance, net | 13,174 | 10,850 |
Additions | 2,336 | 2,353 |
Amortization | (2,109) | (1,328) |
Balance, net | 13,401 | 11,875 |
Cost to Fulfill Contract [Member] | ||
Balance, net | 83 | 80 |
Additions | 7 | 6 |
Amortization | (7) | (6) |
Balance, net | $ 83 | $ 80 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 0 | $ 500 | |
Deferred Income Tax Liabilities, Net | 4,260 | $ 4,176 | |
Deferred Tax Liabilities, Land and Indefinite Lived Intangible Assets | 3,900 | 3,800 | |
Deferred Tax Liabilities, State Taxes | 400 | 400 | |
Unrecognized Tax Benefits | $ 0 | $ 100 |
Note 14 - Income Taxes - Schedu
Note 14 - Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income tax expense (benefit) at U. S. statutory income tax rate | $ 5,981 | $ (928) |
Valuation allowance | (5,904) | 293 |
Non-deductible compensation | 29 | 47 |
Investment income | 18 | (3) |
State income tax | 489 | 45 |
Indefinite life intangibles | 80 | 54 |
Contingent consideration | 0 | 65 |
Other | 6 | 5 |
Income tax expense (benefit) | $ 699 | $ (422) |
Note 15 - Earnings (Loss) per_3
Note 15 - Earnings (Loss) per Share - Schedule of Earnings per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Income (loss) from continuing operations | $ 27,732 | $ (3,999) | |
Plus: net loss from continuing operations attributable to noncontrolling interests | 3 | 73 | |
Less: dividends on preferred stock | (69) | (78) | |
Numerator used in calculating basic earnings (loss) per share from continuing operations attributable to common shareholders | 27,666 | (4,004) | |
Adjustment to add-back dividends on preferred stock | 69 | 0 | |
Adjustment for proportionate interest in Ravix and SNS's earnings attributable to common stock | (50) | 0 | |
Numerator used in calculating diluted earnings (loss) per share from continuing operations attributable to common shareholders | 27,685 | (4,004) | |
Income from discontinued operations | 107 | 1,495 | |
Less: net income from discontinued operations attributable to noncontrolling interests | 0 | (222) | |
Numerator used in calculating diluted earnings (loss) per share - net income (loss) attributable to common shareholders | $ 27,792 | $ (2,731) | |
Weighted average common shares outstanding (in shares) | 24,061 | 22,883 | |
Effect of potentially dilutive securities (a) | |||
Unvested restricted stock awards (in shares) | [1] | 789 | 0 |
Warrants (in shares) | [1] | 1,382 | 0 |
Convertible preferred stock (in shares) | [1] | 187 | 0 |
Total weighted average diluted shares (in shares) | 26,419 | 22,883 | |
Continuing operations (in dollars per share) | $ 1.15 | $ (0.17) | |
Discontinued operations (in dollars per share) | 0 | 0.05 | |
Basic earnings (loss) per share - net income (loss) attributable to common shareholders (in dollars per share) | 1.15 | (0.12) | |
Continuing operations (in dollars per share) | 1.05 | (0.17) | |
Discontinued operations (in dollars per share) | 0 | 0.05 | |
Diluted earnings (loss) per share - net income (loss) attributable to common shareholders (in dollars per share) | $ 1.05 | $ (0.12) | |
[1]Potentially dilutive securities consist of unvested restricted stock awards and warrants, calculated using the treasury stock method, and convertible preferred stock, using the if-converted method. Because the Company is reporting a loss from continuing operations attributable to common shareholders for the three and nine months ended September 30, 2021, all potentially dilutive securities outstanding were excluded from the calculation of diluted loss from continuing operations per share since their inclusion would have been anti-dilutive. |
Note 15 - Earnings (Loss) per_4
Note 15 - Earnings (Loss) per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive securities (in shares) | 358,410 | 6,887,350 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive securities (in shares) | 358,410 | 1,252,754 |
Warrant [Member] | ||
Antidilutive securities (in shares) | 0 | 4,573,765 |
Convertible Debt Securities [Member] | ||
Antidilutive securities (in shares) | 0 | 1,060,831 |
Note 16 - Stock-based Compens_3
Note 16 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||||
Nov. 18, 2022 | Nov. 01, 2022 | Oct. 31, 2022 | Oct. 01, 2021 | Dec. 18, 2020 | Sep. 07, 2018 | Sep. 05, 2018 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 1,146,947 | 1,146,947 | ||||||||
Share-Based Payment Arrangement, Expense | $ 200 | $ 200 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 0 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance (in dollars per share) | $ 5.19 | $ 5.19 | ||||||||
A2018 Restricted Stock Awards [Member] | Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 500,000 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 400 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 500,000 | |||||||||
Restricted Stock Awards 2021 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 646,947 | |||||||||
Restricted Stock Awards 2021 [Member] | Restricted Stock [Member] | Officer [Member] | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 2,800 | |||||||||
A2018 PWSC Restricted Stock Awards [Member] | Restricted Stock [Member] | Officer of PWSC [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 1,000 | |||||||||
PWSC Restricted Stock Award 2020 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 100,000 | |||||||||
PWSC Restricted Stock Award 2020 [Member] | Restricted Stock [Member] | Officer of PWSC [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 250 | |||||||||
A2020 Modified PWSC Restricted Stock Awards [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance (in shares) | 0 | |||||||||
PWSC Restricted Stock Award [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 0 | |||||||||
Ravix RUA 2021 [Member] | Restricted Common Unit Awards [Member] | Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 199,000 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 300 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 86,153 | 91,361 | ||||||||
Share-Based Payment Arrangement, Expense | $ 100 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term (Year) | 2 years 11 months 1 day | 2 years 11 months 1 day | 4 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 72% | 58% | 75% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.44% | 4.44% | 0.93% | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 83,333 | 5,208 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance (in dollars per share) | $ 3.08 | |||||||||
Ravix RUA 2021 [Member] | Restricted Common Unit Awards [Member] | Officer [Member] | Maximum [Member] | ||||||||||
Share-Based Payment Arrangement, Expense | $ 100 | |||||||||
SNS RUA [Member] | Restricted Common Unit Awards [Member] | Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 75,000 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 300 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 50,000 | 50,000 | ||||||||
Share-Based Payment Arrangement, Expense | $ 100 | $ 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term (Year) | 4 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 85% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.09% | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 25,000 | 0 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance (in dollars per share) | $ 5.95 |
Note 16 - Stock-based Compens_4
Note 16 - Stock-based Compensation - Restricted Stock Awards (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Unvested, shares (in shares) | shares | 1,146,947 |
Unvested, Grant Date Fair Value (in dollars per share) | $ / shares | $ 5.19 |
Granted, shares (in shares) | shares | 0 |
Granted, Grant Date Fair Value (in dollars per share) | $ / shares | $ 0 |
Vested, shares (in shares) | shares | 0 |
Vested, Grant Date Fair Value (in dollars per share) | $ / shares | $ 0 |
Cancelled for Tax Withholding (in shares) | shares | 0 |
Cancelled for Tax Withholding (in dollars per share) | $ / shares | $ 0 |
Unvested, shares (in shares) | shares | 1,146,947 |
Unvested, Grant Date Fair Value (in dollars per share) | $ / shares | $ 5.19 |
Note 17 - Redeemable Class A _2
Note 17 - Redeemable Class A Preferred Stock (Details Textual) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 shares | |
Preferred Stock, Shares Outstanding (in shares) | 30,000 | 149,733 |
Preferred Stock, Convertible, Conversion Ratio | 6.25 | |
Preferred Stock, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 4 | |
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | 187,500 | |
Preferred Stock Converted into Common Stock [Member] | ||
Conversion of Stock, Shares Converted (in shares) | 119,733 | |
Conversion of Stock, Shares Issued (in shares) | 748,331 | |
Conversion of Stock, Amount Issued | $ | $ 3 |
Note 18 - Shareholders' Equity
Note 18 - Shareholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition | $ 4,900 | |
Proceeds from Warrant Exercises | 6,294 | $ 0 |
Stock Repurchase Program, Authorized Amount | $ 10,000 | |
Stock Repurchased During Period, Shares (in shares) | 0 | |
Warrants to Purchase Common Stock [Member] | ||
Class of Warrant or Right, Outstanding (in shares) | 3,205,896 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5 | |
Stock Issued During Period, Shares, Exercise of Warrants (in shares) | 1,258,840 | |
Proceeds from Warrant Exercises | $ 6,300 | |
Preferred Stock Converted into Common Stock [Member] | ||
Conversion of Stock, Shares Converted (in shares) | 119,733 | |
Conversion of Stock, Shares Issued (in shares) | 748,331 |
Note 19 - Accumulated Other C_3
Note 19 - Accumulated Other Comprehensive Income (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Gain (Loss) on Extinguishment of Debt | $ 31,616 | $ 0 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Gain (Loss) on Extinguishment of Debt | $ 27,177 | $ 0 |
Note 19 - Accumulated Other C_4
Note 19 - Accumulated Other Comprehensive Income - Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Balance | $ 16,108 | $ 8,257 | |
Other comprehensive loss, net of taxes(1): | [1] | (27,184) | (207) |
Balance | 24,550 | 5,301 | |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | |||
Balance | (2,464) | (220) | |
Other comprehensive income (loss) arising during the period | 427 | (1,125) | |
Amounts reclassified from accumulated other comprehensive income (loss) | (22) | 1 | |
Other comprehensive loss, net of taxes(1): | 405 | (1,124) | |
Balance | (2,059) | (1,344) | |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||
Balance | (3,286) | (3,286) | |
Other comprehensive income (loss) arising during the period | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Other comprehensive loss, net of taxes(1): | 0 | 0 | |
Balance | (3,286) | (3,286) | |
Accumulated Gain (Loss), Financial Liability, Fair Value Option, Attributable to Parent [Member] | |||
Balance | 32,355 | 34,285 | |
Other comprehensive income (loss) arising during the period | (427) | 959 | |
Amounts reclassified from accumulated other comprehensive income (loss) | (27,177) | 0 | |
Other comprehensive loss, net of taxes(1): | (27,604) | 959 | |
Balance | 4,751 | 35,244 | |
AOCI Attributable to Parent [Member] | |||
Balance | 26,605 | 30,779 | |
Other comprehensive income (loss) arising during the period | 0 | (166) | |
Amounts reclassified from accumulated other comprehensive income (loss) | (27,199) | 1 | |
Other comprehensive loss, net of taxes(1): | (27,199) | (165) | |
Balance | $ (594) | $ 30,614 | |
[1]Net of income tax expense (benefit) of $0 for the three months ended March 31, 2023 and March 31, 2022. |
Note 19 - Accumulated Other C_5
Note 19 - Accumulated Other Comprehensive Income - Components of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net realized gains | $ 210 | $ 54 |
Gain on extinguishment of debt | 31,616 | 0 |
Income (loss) from continuing operations before income tax expense (benefit) | 28,431 | (4,421) |
Income tax expense (benefit) | 699 | (422) |
Income (loss) from continuing operations | 27,732 | (3,999) |
Income from discontinued operations, net of taxes | 107 | 1,495 |
Net income (loss) | 27,839 | (2,504) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Gain on extinguishment of debt | 27,177 | 0 |
Income (loss) from continuing operations before income tax expense (benefit) | 27,199 | 0 |
Income tax expense (benefit) | 0 | 0 |
Income (loss) from continuing operations | 27,199 | 0 |
Income from discontinued operations, net of taxes | 0 | 0 |
Net income (loss) | 27,199 | 0 |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Net realized gains | $ 22 | $ (1) |
Note 20 - Segmented Informati_3
Note 20 - Segmented Information (Details Textual) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Reportable Segments | 2 | 3 |
Number of States in which Entity Operates | 25 | |
Penn Member [Member] | ||
Number of States in which Entity Operates | 39 | |
Prime [Member] | ||
Number of States in which Entity Operates | 40 |
Note 20 - Segmented Informati_4
Note 20 - Segmented Information - Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenues | $ 26,389 | $ 22,456 |
Operating Segments [Member] | ||
Total revenues | 26,389 | 22,456 |
Operating Segments [Member] | Extended Warranty Segment [Member] | ||
Total revenues | 16,671 | 18,286 |
Operating Segments [Member] | Kingsway Search Xcelerator [Member] | ||
Total revenues | $ 9,718 | $ 4,170 |
Note 20 - Segmented Informati_5
Note 20 - Segmented Information - Reconciliation of Operating Profit (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Total segment operating income | $ 514 | $ (758) | |
Net investment income | 738 | 619 | |
Net realized gains | 210 | 54 | |
Gain (loss) on change in fair value of equity investments | 1,075 | (10) | |
(Loss) gain on change in fair value of limited liability investments, at fair value | (130) | 127 | |
Loss on change in fair value of derivative asset option contracts | (1,366) | 0 | |
Interest expense | (2,972) | (1,364) | |
Non-operating other (expense) revenue | (145) | 221 | |
Amortization of intangible assets | (1,418) | (1,442) | |
Gain (loss) on change in fair value of debt | 309 | (1,868) | |
Gain on extinguishment of debt | 31,616 | 0 | |
Income (loss) from continuing operations before income tax expense (benefit) | 28,431 | (4,421) | |
Income tax expense (benefit) | 699 | (422) | |
Income (loss) from continuing operations | 27,732 | (3,999) | |
Operating Segments [Member] | |||
Total segment operating income | 3,009 | 2,529 | |
Operating Segments [Member] | Extended Warranty Segment [Member] | |||
Total segment operating income | [1] | 1,432 | 1,723 |
Operating Segments [Member] | Kingsway Search Xcelerator [Member] | |||
Total segment operating income | 1,577 | 806 | |
Corporate, Non-Segment [Member] | |||
Non-operating other (expense) revenue | $ (2,640) | $ (3,066) | |
[1]For the nine months ended September 30, 2021, Extended Warranty segment operating income includes gain on extinguishment of debt of $2.2 million, related to PPP loan forgiveness directly associated with the respective warranty businesses. Extended Warranty segment operating income before the gain on extinguishment of debt totaled $7.1 million for the nine months ended September 30, 2021. See Note 11, "Debt," for further discussion. |
Note 21 - Fair Value of Finan_3
Note 21 - Fair Value of Financial Instruments (Details Textual) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 | |
Private Company Investments [Member] | ||||
Other-than-temporary Impairment Loss, Debt Securities, Portion Recognized in Earnings | $ 0 | $ 0 | ||
Ravix [Member] | ||||
Business Combination, Contingent Consideration, Liability | 4,500 | |||
Ravix [Member] | Estimate of Fair Value Measurement [Member] | ||||
Business Combination, Contingent Consideration, Liability | 3,200 | |||
Business Combination, Contingent Consideration, Liability, Fair Value | $ 3,200 | |||
CSuite Acquisition, LLC [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | 3,600 | |||
CSuite Acquisition, LLC [Member] | Estimate of Fair Value Measurement [Member] | ||||
Business Combination, Contingent Consideration, Liability | $ 0 | $ 0 | ||
Trust Preferred Debt Repurchase Options Contracts [Member] | ||||
Derivative, Number of Instruments Held, Total | 3 |
Note 21- Fair Value of Financia
Note 21- Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Total, estimated fair value | $ 37,157,000 | $ 37,591,000 |
Equity investments, at fair value (cost of $187 and $187, respectively) | 1,228,000 | 153,000 |
Limited liability investments, at fair value | 8,291,000 | 13,863,000 |
Subordinated debt, at fair value | 11,808,000 | 67,811,000 |
Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | 19,000,000 | |
Fair Value, Inputs, Level 3 [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | 19,034 | |
Fair Value, Recurring [Member] | ||
Total, estimated fair value | 37,157,000 | 37,591,000 |
Equity investments, at fair value (cost of $187 and $187, respectively) | 1,228,000 | 153,000 |
Limited liability investments, at fair value | 11,733,000 | 17,059,000 |
Total assets | 50,364,000 | 74,163,000 |
Subordinated debt, at fair value | 11,808,000 | 67,811,000 |
Contingent consideration, at fair value | 3,218,000 | 3,218,000 |
Total liabilities | 15,026,000 | 71,029,000 |
Fair Value, Recurring [Member] | Interest Rate Swap [Member] | ||
Derivative - trust preferred debt repurchase options | 246,000 | 326,000 |
Fair Value, Recurring [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | 19,034,000 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total, estimated fair value | 0 | 0 |
Equity investments, at fair value (cost of $187 and $187, respectively) | 196,000 | 153,000 |
Limited liability investments, at fair value | 0 | 0 |
Total assets | 196,000 | 153,000 |
Subordinated debt, at fair value | 0 | 0 |
Contingent consideration, at fair value | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Interest Rate Swap [Member] | ||
Derivative - trust preferred debt repurchase options | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total, estimated fair value | 37,157,000 | 37,591,000 |
Equity investments, at fair value (cost of $187 and $187, respectively) | 1,032,000 | 0 |
Limited liability investments, at fair value | 0 | 0 |
Total assets | 38,435,000 | 37,917,000 |
Subordinated debt, at fair value | 11,808,000 | 67,811,000 |
Contingent consideration, at fair value | 0 | 0 |
Total liabilities | 11,808,000 | 67,811,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | ||
Derivative - trust preferred debt repurchase options | 246,000 | 326,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total, estimated fair value | 0 | 0 |
Equity investments, at fair value (cost of $187 and $187, respectively) | 0 | 0 |
Limited liability investments, at fair value | 3,442,000 | 3,196,000 |
Total assets | 3,442,000 | 22,230,000 |
Subordinated debt, at fair value | 0 | 0 |
Contingent consideration, at fair value | 3,218,000 | 3,218,000 |
Total liabilities | 3,218,000 | 3,218,000 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Interest Rate Swap [Member] | ||
Derivative - trust preferred debt repurchase options | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | 19,034,000 | |
Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Total, estimated fair value | 0 | 0 |
Equity investments, at fair value (cost of $187 and $187, respectively) | 0 | 0 |
Limited liability investments, at fair value | 8,291,000 | 13,863,000 |
Total assets | 8,291,000 | 13,863,000 |
Subordinated debt, at fair value | 0 | 0 |
Contingent consideration, at fair value | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | Interest Rate Swap [Member] | ||
Derivative - trust preferred debt repurchase options | 0 | 0 |
Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | 0 | |
US Government Agencies Debt Securities [Member] | ||
Total, estimated fair value | 14,516,000 | 15,080,000 |
US Government Agencies Debt Securities [Member] | Fair Value, Recurring [Member] | ||
Total, estimated fair value | 14,516,000 | 15,080,000 |
US Government Agencies Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total, estimated fair value | 0 | 0 |
US Government Agencies Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total, estimated fair value | 14,516,000 | 15,080,000 |
US Government Agencies Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total, estimated fair value | 0 | 0 |
US Government Agencies Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Total, estimated fair value | 0 | 0 |
US States and Political Subdivisions Debt Securities [Member] | ||
Total, estimated fair value | 3,120,000 | 2,232,000 |
US States and Political Subdivisions Debt Securities [Member] | Fair Value, Recurring [Member] | ||
Total, estimated fair value | 3,120,000 | 2,232,000 |
US States and Political Subdivisions Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total, estimated fair value | 0 | 0 |
US States and Political Subdivisions Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total, estimated fair value | 3,120,000 | 2,232,000 |
US States and Political Subdivisions Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total, estimated fair value | 0 | 0 |
US States and Political Subdivisions Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Total, estimated fair value | 0 | 0 |
Mortgage-Backed Securities, Issued by US Government Sponsored Enterprises [Member] | ||
Total, estimated fair value | 7,986,000 | 8,412,000 |
Mortgage-Backed Securities, Issued by US Government Sponsored Enterprises [Member] | Fair Value, Recurring [Member] | ||
Total, estimated fair value | 7,986,000 | 8,412,000 |
Mortgage-Backed Securities, Issued by US Government Sponsored Enterprises [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total, estimated fair value | 0 | 0 |
Mortgage-Backed Securities, Issued by US Government Sponsored Enterprises [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total, estimated fair value | 7,986,000 | 8,412,000 |
Mortgage-Backed Securities, Issued by US Government Sponsored Enterprises [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total, estimated fair value | 0 | 0 |
Mortgage-Backed Securities, Issued by US Government Sponsored Enterprises [Member] | Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Total, estimated fair value | 0 | 0 |
Asset-Backed Securities [Member] | ||
Total, estimated fair value | 1,388,000 | 1,610,000 |
Asset-Backed Securities [Member] | Fair Value, Recurring [Member] | ||
Total, estimated fair value | 1,388,000 | 1,610,000 |
Asset-Backed Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total, estimated fair value | 0 | 0 |
Asset-Backed Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total, estimated fair value | 1,388,000 | 1,610,000 |
Asset-Backed Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total, estimated fair value | 0 | 0 |
Asset-Backed Securities [Member] | Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Total, estimated fair value | 0 | 0 |
Corporate Debt Securities [Member] | ||
Total, estimated fair value | 10,147,000 | 10,257,000 |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | ||
Total, estimated fair value | 10,147,000 | 10,257,000 |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Total, estimated fair value | 0 | 0 |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Total, estimated fair value | 10,147,000 | 10,257,000 |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Total, estimated fair value | 0 | 0 |
Corporate Debt Securities [Member] | Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Total, estimated fair value | 0 | 0 |
Common Stock [Member] | Fair Value, Recurring [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 196,000 | 153,000 |
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 196,000 | 153,000 |
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 0 | 0 |
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 0 | 0 |
Common Stock [Member] | Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 0 | $ 0 |
Warrant [Member] | Fair Value, Recurring [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 1,032,000 | |
Warrant [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 0 | |
Warrant [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 1,032,000 | |
Warrant [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | 0 | |
Warrant [Member] | Fair Value, Recurring [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Equity investments, at fair value (cost of $187 and $187, respectively) | $ 0 |
Note 21 - Fair Value of Finan_4
Note 21 - Fair Value of Financial Instruments - Reconciliation of the Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Balance | $ 3,442 | $ 3,751 |
Included in other comprehensive loss | 0 | 0 |
Liabilities, balance | 3,218 | 2,767 |
Contingent Consideration Liability [Member] | ||
Change in fair value of contingent consideration included in net income (loss) | 0 | 309 |
Share-based Compensation Liabilities [Member] | ||
Included in other comprehensive loss | 0 | 0 |
Equity Method Investments [Member] | Limited Liability Investments [Member] | ||
Balance | 3,196 | 4,022 |
Contributions | 35 | 0 |
Distributions received | (110) | (47) |
Balance | 3,442 | 3,751 |
Exercise of options included in net income (loss) | 110 | 47 |
Equity Method Investments [Member] | Limited Liability Investments [Member] | Realized Investment Gains (Losses) [Member] | ||
Realized gains included in net income (loss) | 110 | 33 |
Equity Method Investments [Member] | Limited Liability Investments [Member] | Gain (Loss) On Change In Fair Value Of Limited Liability Investments At Fair Value [Member] | ||
Realized gains included in net income (loss) | 211 | (257) |
Real Estate Investments [Member] | ||
Balance | 19,034 | 0 |
Realized gains included in net income (loss) | (1,366) | 0 |
Balance | 0 | 0 |
Derivative Financial Instruments, Assets [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Balance | 3,218 | 2,458 |
Realized gains included in net income (loss) | 0 | 309 |
Balance | 3,218 | 2,767 |
Derivative Financial Instruments, Assets [Member] | Change in Fair Value of Derivative Assets [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Distributions received | 17,668 | 0 |
Realized gains included in net income (loss) | (1,366) | 0 |
Exercise of options included in net income (loss) | $ (17,668) | $ 0 |
Note 21 - Fair Value of Finan_5
Note 21 - Fair Value of Financial Instruments - Fair Value Measurement Inputs and Valuation Techniques (Details) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Limited liability investments, at fair value | $ 8,291,000 | $ 13,863,000 |
Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | 19,000,000 | |
Limited Liability Investments [Member] | ||
Limited liability investments, at fair value | 11,733,000 | 17,059,000 |
Fair Value, Inputs, Level 3 [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options | 19,034 | |
Valuation, Market Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Limited Liability Investments [Member] | ||
Limited liability investments, at fair value | $ 3,442,000 | $ 3,196,000 |
Valuation Multiples [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Cap Rate [Member] | Minimum [Member] | ||
Limited liability investments, measurement input | 1 | 1 |
Valuation Multiples [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Cap Rate [Member] | Maximum [Member] | ||
Limited liability investments, measurement input | 9 | |
Valuation, Income Approach [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Contingent consideration, at fair value | $ 3,218,000 | $ 3,218,000 |
Valuation, Income Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Discount Rate [Member] | ||
Contingent consideration, measurement input | 8.25 | 0.0825 |
Valuation, Income Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Contingent consideration, measurement input | 4.44 | 0.0444 |
Valuation, Income Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Price Volatility [Member] | ||
Contingent consideration, measurement input | 0.130 | |
Binomial Lattice Option Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Credit Spread [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options, measurement input | 0.0895 | |
Binomial Lattice Option Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Interest Rate Volatility [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options, measurement input | 0.023 | |
Binomial Lattice Option Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Debt Coupon Interest Rate [Member] | Minimum [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options, measurement input | 0.0872 | |
Binomial Lattice Option Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Debt Coupon Interest Rate [Member] | Maximum [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options, measurement input | 13 | 0.0887 |
Binomial Lattice Option Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options, measurement input | 10.4 | |
Binomial Lattice Option Approach [Member] | Fair Value, Inputs, Level 3 [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | Trust Preferred Debt Repurchase Options Contracts [Member] | ||
Derivative - trust preferred debt repurchase options, measurement input | 10.59 |
Note 21 - Fair Value of Finan_6
Note 21 - Fair Value of Financial Instruments - Fair Value, Investments, Entities that Calculate Net Asset Value Per Share (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Limited liability investments, at fair value | $ 8,291 | $ 13,863 |
Note 23 - Commitments and Con_2
Note 23 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 36 Months Ended | ||||
Jan. 20, 2020 | Oct. 18, 2018 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2020 | |
Litigation Settlement, Amount Awarded to Other Party | $ 900 | |||||
Litigation Settlement Reimbursable Percentage of Future Losses | 60% | |||||
Loss Contingency, Estimate of Possible Loss | $ 4,800 | |||||
Payments for Legal Settlements | $ 1,000 | |||||
Liability for Unpaid Claims and Claims Adjustment Expense, Reported Claims, Amount | $ 2,500 | |||||
Escrow Deposit | 2,000 | |||||
Liability for Unpaid Claims and Claims Adjustment Expense, Claims Paid, Total | $ 500 | |||||
Release of Escrow Deposit | $ 2,000 | |||||
Short Term Investments Fair Value Disclosure | 200 | 200 | ||||
Restricted Cash | 11,461 | 13,064 | ||||
IWS [Member] | ||||||
Restricted Cash | 7,700 | 7,600 | ||||
State and Provincial Regulatory Authorities [Member] | ||||||
Restricted Cash | 1,900 | 1,900 | ||||
Third Parties [Member] | ||||||
Restricted Cash | $ 1,900 | $ 3,500 | ||||
Accrued Expenses and Other Liabilities [Member] | ||||||
Liability for Unpaid Claims and Claims Adjustment Expense, Reported Claims, Amount | $ 2,500 |