Good day, and welcome to the Kingsway's Second Quarter 2023 Earnings Call. At this time, all participants have been placed on a listen-only mode and the floor will be open for your questions and comments after the presentation. [Operator Instructions] With me on the call are J.T. Fitzgerald, Chief Executive Officer; and Kent Hansen, Chief Financial Officer. Before we begin, I want to remind everyone that today's conference may contain forward-looking statements. Forward-looking statements include statements regarding the future, including expected revenue, operating margins, expenses and future business outlook. Actual results or trends could materially differ from those contemplated by those forward-looking statements. For a discussion of such risks and uncertainties, which could cause actual results to differ from those expressed or implied in the forward-looking statements, please see the risk factors detailed in the Company's annual report on Form 10-K containing the subsequent field reports on Form 10-Q as well as other reports that the Company files from time to time with the Securities and Exchange Commission. Please note too that today's call may include the use of non-GAAP metrics that management utilizes to analyze the Company's performance. A reconciliation of such non-GAAP metrics to the most comparable GAAP measures is available in the most recent press release as well as in our periodic filings with the SEC. Now I'd like to turn the call over to J.T. Fitzgerald, CEO of Kingsway. JT, please proceed.

Thank you, Matthew. Good afternoon, everybody, and welcome to the Kingsway Second Quarter 2023 Earnings Call. Thank you for joining us. Our second quarter results were largely in line with our expectations. While the macroeconomic conditions presented a bit of a headwind for our Extended Warranty business, we're pleased with the operating performance in our Xcelerator segment and are very encouraged by increased level of activity related to potential acquisitions in the quarter. The pipeline is in great shape, and our OIRs are performing well. We believe the future is very bright for the Company. Our consolidated revenue for the second quarter was up 11% over the second quarter of last year. And as of June 30, 2023, our trailing 12-month consolidated adjusted EBITDA was $11.1 million, an increase of 40% over the comparable year ago period. Our combined pro forma adjusted EBITDA for Extended Warranty and KSX was $15.6 million for the trailing 12 months, an increase of 54% over the year ago period. Revenue and adjusted EBITDA increases were driven primarily by the continued growth of our Kingsway Search Xcelerator segment, which more than offset slightly challenging market conditions in our Extended Warranty segment over the last quarter. In Extended Warranty, second quarter pro forma revenues were down 1.6% from the same period in 2022 as slightly higher revenue from vehicle service agreements offset most of the decline in maintenance support revenues at Trinity. Pro forma adjusted EBITDA for the segment was down 26% compared to the second quarter of last year, which I will dive into more in a minute. As a reminder, our pro forma results in the Warranty segment exclude the results of PWSC, which was sold in the third quarter of last year. Diving into the Warranty segment. While our teams continue to execute…

Thank you, JT. Before I get started, as a reminder, during the fourth quarter of 2022, we began executing a plan to sell one of our subsidiaries, VA Lafayette, a medical clinic, as part of our strategic shift away from the leased real estate segment. VA Lafayette is included in discontinued operations and its assets and liabilities are reported as held for sale. The results of its operations are reported separately and not included in the results I'm about to discuss. Loss from continuing operations was $1.8 million for the second quarter of 2023 compared to a loss from continuing operations of $3.2 million in the second quarter of 2022. Consolidated adjusted EBITDA was $1.8 million for the second quarter of 2023 compared to $3.1 million last year. TTM consolidated adjusted EBITDA was $11.1 million as of June 30, 2023, a 40% increase compared to last year. A reminder that these metrics include the results of PWSC through July of 2022. Combined operating income for Extended Warranty in KSX was $3 million for the second quarter of 2023 compared to $3.8 million in the prior year, while combined pro forma adjusted EBITDA, which excludes the results of PWSC that was sold last year was $3.4 million in the second quarter of 2023 and $3.3 million in the second quarter of last year. I would also like to note that TTM combined adjusted pro forma EBITDA was $15.6 million for the period or 54% higher than the prior TTM period. Now breaking this down by reportable segment. In the Extended Warranty, second quarter 2023 pro forma adjusted EBITDA was $1.7 million or 10.1% of pro forma Extended Warranty revenue compared to $2.3 million or 13.5% of pro forma revenue in the second quarter of last year. As JT mentioned earlier, revenues…

[Operator Instructions] Your first question is coming from Adam Patinkin from David Capital.

Congratulations on the quarter, and it's exciting to hear the commentary about the pipeline picking up a little bit. So I guess on that subject, I wanted to ask a few questions about the M&A pipeline. Specifically -- again, I'm kind of focused on it because I noticed that JT, you mentioned it not once but twice in the press release talking about how it seems like some deals are getting a little bit closer. Can you maybe first talk -- obviously, earlier this year, there was a bit of a banking crisis here in the U.S., and you generally finance part of the purchase price of the acquisitions that you make through the KSX Search Xcelerator. Can you talk about what your strategy is around choosing your banking partners, and also whether you found the financing markets have changed in any way relative to what it was maybe one year ago?

Sure. You bet. Yes. So we work with traditional commercial banks that provide traditional bank financing to help finance our acquisitions. We have a -- kind of a stable of five or so banks that we work with and show our opportunities to and solicit term sheets. All of those banks have very stable deposit basis, and so we're not impacted by some of the dislocation in February and March with sort of deposit flight. And so they're fine, they're open for business. And in terms of the change in terms, so obviously, pricing is higher than it was one year ago. But generally, we have never been outlooking for tons of leverage, sort of 2.5 to 3x leverage ratios, funded debt-to-EBITDA ratio. And those leverage ratios -- and the indications are coming back right around there, I would say probably more towards 2.5 than 3x, in part because higher interest expense comes through fixed charge coverage, and they just want to see higher covenant headroom with higher interest expenses. So I would say that the bank financing is there, the pricing is a little higher. Maybe some of the amortization terms might be a little different, whereas in the past we might have gotten interest only year one and then sort of five years after that, so a six-year and -- or maybe five-year amortization moving towards more straight line. But in general, availability hasn't been a problem and the banks we work with appear to be very stable with stable deposits. I don't know if that answered all of your questions.

So then it sounds like, obviously, there's little tweaks, but it sounds like the financing markets are generally open, and you have good competition between a number of different lenders who are willing to support the deals. Can you maybe talk a little bit about the deals that you're seeing? I mean, are you still seeing the possibility of getting deals in kind of the mid single-digit EBITDA range like what you've done in the past? Is the size of deals kind of similar to what you've seen in the past? Are they smaller or larger? I'd just love any color you have because it just seems like you've got a number of them in the pipeline, and it would be helpful to hear a little bit more about those.

Yes. Size and multiples sort of right down the center of the fairway. We talk about multiples in the 4x to 7x range. And really, that's just a function of the growth of -- historical and prospective growth of the target. But certainly kind of right in the middle of the fairway, both size and valuation.

And then in terms of the quality of the businesses that you are looking at, it's obviously one of the -- it seems like M&A activity has started to pick up a little bit in the markets. And I'm wondering if you've seen any, or have any observations on the quality of businesses that you're looking at? So are they maybe skewing a little faster, growing or slower growing? Do you see them as similarly high quality to the kinds of asset-like businesses you've got in the past? Are you still able to find those kind of quality businesses that you look for? And are there any observations you have on their characteristics?

I would say, in general, we have been leaning into and really screening for high-growth opportunities with very high gross margins. And if not high growth, then very, very high percentage of recurring -- truly recurring revenue.

There's a good criteria to look for. I will ask one last question, and then I will jump off the line. And that's simply that I saw that for the first time the Company has started doing some buybacks of both shares, but then primarily actually of warrants. I know that the kind of warrant overhang, hopefully, will be cleared up in the next month or so when those warrants reach expiration. Can you maybe talk about what your thought process has been in terms of allocating capital towards buybacks and towards the warranties, especially with consideration of the upcoming expiration and potential exercise of a large number of warrants?

Yes, you bet, Adam. Yes. Look, I mean, all part of a broader capital allocation exercise, right? On the one hand, sort of -- obviously, we've said before, our businesses don't -- they're capital light and so they don't require a lot of capital to grow organically. We are hoping to grow the M&A. We are delevering at the businesses as well and paying down debt. But we also feel it's prudent to like not hang on to excess cash, and we have a pipeline of exciting acquisition opportunities. We want to have adequate capital to fund those. And so it's really a balance of returning capital to shareholders via buybacks, while preserving adequate liquidity to fund our acquisition pipeline. And so that's just sort of the backdrop. Obviously, the warrant buybacks, you get a little bit of leverage because you can buy back more sort of effective shares by acquiring the warrants. And so you get sort of leverage on the dollar spent. And so those will not be new dilutive shares. And so we think it's a great place to dedicate our securities repurchases.

[Operator Instructions] Your next question is coming from Douglas Ott from Andvari Associates.

And before I ask my questions, I'd like to say that we are officially shareholders now, myself personally and my clients. So first question is, you've got two pipelines when it comes to the Kingsway Search Xcelerator. One is the actual M&A pipeline, but also looking for operators and residents. Can you talk more about what it looks like for the search for new OIRs?

Yes. So obviously, we want to maintain an active pipeline of prospective OIR so that when we launch OIRs into the CEO seats and their acquisitions, that we don't lose momentum on the Search platform. So we've been very active. In fact, we have a signed offer letter. We hope to have another OIR joining us here in the third quarter, which is very exciting. And I mentioned in the prepared remarks that we hired Charlie Joyce, who himself was a searcher and has a great network with his HBS classmates and things. And part of his role in business development, obviously, building the pipeline of M&A opportunities. But another big part of his job responsibilities is maintaining and building our recruiting pipeline. So as we head into the fall here, there are a lot of ETA search fund-related conferences. We'll be posting on the business school job boards, networking within personal networks of all our OIRs and CEOs and building that pipeline of additional OIRs for later this year and 2024.

And how has that evolved over the last two or three years, that search effort to find the searchers?

Yes, I think that -- look, I think that as we demonstrate success and people have been able to see us backing people and successfully closing acquisitions, the ETA community is a pretty small community and word of mouth is very strong. And so people do due diligence when they're thinking about ETA as a career path and have witnessed that and reach out. And so that is a really nice sort of natural virtuous cycle that is self-reinforcing as we continue to build this thing. Obviously, the visibility of our advisory board is super helpful. And Davide came to us through Will Thorndike as a matter of fact. And so I think that there are -- that evolution, our success and then the conversation that is happening and the visibility and awareness of Kingsway and what we're doing, gives us more higher quality looks. We've always been doing the recruiting on business school campuses and those kinds of things, and so we'll continue to do that. But I think that it will -- the combination of all of those things will continue to build a better recruiting effort and quality and numbers.

And speaking of Will and Tom, I was hoping you could share maybe if you think there are any underappreciated pieces of wisdom either from Will or Tom that you've come to appreciate over the last year or two since they've become advisors?

Yes, absolutely. I mean, I don't even know where to start. They're both really amazing people and very generous with their time and insights and super thoughtful. So I guess, earlier this year, with -- we did a long workshop with Will kind of using his history as an investor in search to sort of tap his pattern recognition of the attributes that make for a good search acquisition and some -- identified a couple of industries that typically have those attributes. And so really kind of leaning into those things. And part of that is informed by his history and track record as an investor, but also has access to the Stanford database of search fund returns and things, and so true like attribution analysis. So -- like really incredible and then things around valuation.- For a business with 98% gross recurring revenue and 105% net revenue retention, how much could you pay and still have top decile type returns. So those types of conversations have been really amazing. And then with Tom, we've just developed a really great personal relationship, and he has done the same with each one of our presidents. He's available via text. They talk to him all the time. And as I've said in the past, we've been using Danaher Business system tools for a long time, but to have the guy that actually helped build those teaching us how to use them the right way is really powerful. So we've learned a lot about the tools and how to implement them and in what sequence to implement them and what to focus on and what not to focus on and really prioritize. It's been really amazing.

Keep up the good work. Thank you.

Thanks for being a new shareholder. We appreciate it.

Thank you. We will now proceed to the next session.

Thank you, operator. We did have some questions that came in online. The first question is, can you give us an update on how CSuite and Secure Nurse Staffing are both doing?

Yes. So Kent talked about the financial performance in the prepared remarks. But from a very high level, we're really pleased. The model is really oriented to, first, transitioning out the retiring founder while learning the business, and then pivoting to building a great team and professionalizing that business, systems and processes that then create a platform for growth. And so CSuite and SNS are both now in that professionalization stage to create the foundation on to which they can go out and execute their growth strategy. And yes, I couldn't be more pleased with both Timi and Charles, they're performing admirably.

Just a couple of others as most of these are already answered. Moving to the next one. Generally speaking, what are management's principles when it comes to levering the OpCos? I understand that at acquisition, they are levered at roughly 3x EBITDA and debt is reduced over time through amortization. But in the long run, is there a sweet spot for leverage at the OpCos to enhance return on equity? For example, if in a few years' time Ravix gross and leverage is effectively 1x, would there be a scenario where management looks to relever it higher?

Yes. So for the first part, the roughly 3x. I think for us, 2.5x has been sort of our sweet spot, and that's sort of where the banks are these days. So I would say that's kind of where we're targeting. And at a 5x deal, that's sort of the 50-50 leverage that we're targeting. And then on the second part about sort of relevering. I think we would like to keep all options on the table. Obviously, relevering is a viable scenario depending on the facts and circumstances at that time. But a dividend recap is certainly something that we have in the toolbox to enhance our equity returns, right. Both the timing of the cash flow and the relevering and sort of taking our equity back, it really would enhance ROE and something that would absolutely be on the table. And then finally, I'd like to sort of point out that a few years ago, we relevered the Extended Warranty businesses in order to close on our acquisition of PWI. We're able to basically acquire most of that business with almost no equity contributed and very similar situation at CSuite. And so there's a flywheel effect after a few years of a business operating and delevering and growing that you can relever to finance essentially an equity-less acquisition. And so that's certainly something that we think about too as our acquired businesses become sort of platforms in their industries.

nd it looks like there are two more, one that just came in on e-mail. How much cash are the warranty businesses bringing in on an annual basis that is deployable into the Search Xcelerator segment?

So our Extended Warranty businesses are covered by a loan. And obviously, the bank wants to keep as much cash in those companies as possible. But we're permitted to -- the holding company is permitted to take out cash in one of two ways, one is through an excess cash flow metric and the other one is through tax distribution. So first, under the excess cash flow metric, there's a calculation that we do that's spelled out in the debt agreement. And for 2023, based upon the results from 2022, we're permitted to take out $3.3 million of cash. And last year, in 2022, for results for the prior year to that, we are allowed to take out $1.7 million. We were able to take out substantially more this year because our leverage ratio declined and we were in a 50-50 share -- sorry, I think it's 75-25 share with the bank where last year, we were 50-50. The other mechanism is tax distribution. So because we filed a consolidated tax return, our operating companies pay its airport tax to the holding company and not to the IRS. Our NOLs effectively shield all of our income taxes were not really cash taxpayer for federal purposes. So instead of paying tax to the government, they pay it to the holding company. And I think for last year, the amount of tax distributions were about $1.6 million. And so that goes to the holdco and then we are permitted to allocate that, as JT said, we're capital allocators, as we think it's the best way to do that.

And the last one that just came in that you may have touched on, but I guess they want it reiterated. One more question. Can management confirm they did share buybacks in the quarter and how many shares they acquired?

Yes. Yes, we did mention it. So we did two things. We bought back some warrants, and we bought back some shares. And I'll just say from the beginning of the program -- the program was announced in late March of 2023, so we didn't do anything in Q1 just because of when it was announced. But since then, through yesterday, we've repurchased 558,670 of our warrants, and we've repurchased 68,446 shares of our common stock. I believe all the warrants were in Q2. Yes. And yes, all the warrants were in Q2, and I think a substantial portion of the common stock was actually purchased in the last four or five weeks. We have those breakdowns, I believe, are in our earnings release and a further breakdown in our 10-Q that was filed after market today as well.

Great. And that was the last question on e-mail. So back to the operator.

Thank you, everyone. This concludes today's event. You may disconnect at this time, and have a wonderful day. Thank you for your participation.