XTSE:KFS Kingsway Financial Services Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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10Q Q12012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
March 31, 2012
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012
 
Commission File Number: 001-15204
 
Kingsway Financial Services Inc.
(Exact name of registrant as specified in its charter)
_________________________
Ontario, Canada
(State or other jurisdiction of
incorporation or organization)
 
Not Applicable (I.R.S. Employer
Identification No.)
45 St. Clair Avenue West, Suite 400 Toronto, Ontario M4V 1K9
(Address of principal executive offices and zip code)
1-416-848-1171
(Registrant's telephone number, including area code)
_________________________

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The number of shares outstanding of the registrant's common stock as of May 14, 2012 was 52,595,828.



KINGSWAY FINANCIAL SERVICES INC.

Table Of Contents
PART I - FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011
 
Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011 (unaudited)
 
Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2012 and 2011 (unaudited)
 
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (unaudited)
 
Notes to Consolidated Financial Statements (unaudited)
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
ITEM 4. CONTROLS AND PROCEDURES
 
PART II - OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
ITEM 1A. RISK FACTORS
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
ITEM 4. MINE SAFETY DISCLOSURES
 
ITEM 5. OTHER INFORMATION
 
ITEM 6. EXHIBITS
 
SIGNATURES
 




















 
2
 

KINGSWAY FINANCIAL SERVICES INC.


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
(in thousands, except per share data)
 
March 31, 2012

December 31, 2011

 
 (unaudited)

 
ASSETS
 
 
Investments:
 
 
Fixed maturities, at fair value (amortized cost of $103,107 and $91,344, respectively)
$
105,032

$
93,651

Equity investments, at fair value (cost of $2,689 and $2,689, respectively)
3,264

2,960

Other investments, at cost which approximates fair value
488

488

Short-term investments, at cost which approximates fair value
3,335

20,334

Total investments
112,119

117,433

Investment in investees
46,730

48,689

Cash and cash equivalents
72,646

85,486

Accrued investment income
1,921

1,999

Premiums receivable, net of allowance for doubtful accounts of $3,671 and 3,653, respectively
40,016

28,732

Service fee receivable
14,569

12,947

Other receivables, net of allowance for doubtful accounts of $806 and $806, respectively
5,883

6,322

Reinsurance recoverable
1,293

697

Prepaid reinsurance premiums
3,650

2,024

Deferred policy acquisition costs, net
8,403

8,116

Income taxes recoverable
7,416

8,134

Property and equipment, net of accumulated depreciation of $28,268 and $27,736
12,856

13,040

Goodwill and intangible assets
39,631

39,631

Other assets
372

831

TOTAL ASSETS
$
367,505

$
374,081

LIABILITIES AND EQUITY
 
 
 
 
 
LIABILITIES
 
 
Unpaid loss and loss adjustment expenses
$
106,057

$
120,258

Unearned premiums
45,641

39,423

Reinsurance payable
2,443

1,913

LROC preferred units
10,789

8,845

Senior unsecured debentures
27,982

28,337

Subordinated debt
19,174

16,432

Deferred income tax liability
2,653

2,653

Notes payable
2,418

2,418

Deferred revenue
12,331

11,128

Accrued expenses and other liabilities
32,275

26,269

TOTAL LIABILITIES
261,763

257,676

EQUITY
 
 
Common stock, no par value; unlimited number authorized; 52,595,828 and 52,345,828 issued and outstanding at March 31, 2012 and December 31, 2011, respectively
$
296,621

$
296,489

Additional paid-in capital
15,372

15,403

Accumulated deficit
(212,214
)
(201,208
)
Accumulated other comprehensive income
14,588

12,749

Shareholders' equity attributable to common shareholders
114,367

123,433

Noncontrolling interests in consolidated subsidiaries
(8,625
)
(7,028
)
TOTAL EQUITY
105,742

116,405

TOTAL LIABILITIES AND EQUITY
$
367,505

$
374,081

See accompanying notes to unaudited consolidated financial statements.

 
3
 

KINGSWAY FINANCIAL SERVICES INC.


Consolidated Statements of Operations
(in thousands, except per share data)
(Unaudited)
 
Three months ended March 31,
 
 
2012

2011

Revenue:
 
 
Net premiums earned
$
29,267

$
45,636

Service fee and commission income
9,529

8,972

Net investment income
830

1,077

Net realized gains
273

1

Loss on change in fair value of debt
(4,331
)
(2,605
)
Other income
1,083

1,911

Total revenues
36,651

54,992

Expenses:
 
 
Loss and loss adjustment expenses
21,775

41,577

Commissions and premiums taxes
4,419

7,378

General and administrative expenses
18,801

21,571

Interest expense
1,849

1,903

Amortization of other intangible assets

18

Total expenses
46,844

72,447

Loss before equity in net loss of investees and income tax expense (benefit)
(10,193
)
(17,455
)
Equity in net loss of investees
(2,270
)

Loss from continuing operations before income tax expense (benefit)
(12,463
)
(17,455
)
Income tax expense (benefit)
59

(408
)
Loss from continuing operations
(12,522
)
(17,047
)
Loss on disposal of discontinued operations, net of taxes

(1,293
)
Net loss
(12,522
)
(18,340
)
Less: net loss attributable to noncontrolling interests in consolidated subsidiaries
(1,514
)
(534
)
Net loss attributable to common shareholders
$
(11,008
)
$
(17,806
)
Loss per share - continuing operations:
 
 
Basic and diluted:
$
(0.24
)
$
(0.33
)
Loss per share – net loss:
 
 
Basic and diluted:
$
(0.24
)
$
(0.35
)
Weighted average shares outstanding (in ‘000s):
 
 
Basic and diluted:
52,406

52,156

See accompanying notes to unaudited consolidated financial statements.









 
4
 

KINGSWAY FINANCIAL SERVICES INC.

Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
 
Three months ended March 31,
 
 
2012

2011

 
 
 
Net loss
$
(12,522
)
$
(18,340
)
Other comprehensive income, net of taxes(1):
 
 
Unrealized gains (losses) on fixed maturities and equity investments:
 
 
Unrealized gains (losses) arising during the period
(220
)
83

    Reclassification adjustment for losses (gains) included in net loss
142

(31
)
Foreign currency translation adjustments
1,524

2,560

Equity in other comprehensive income of investees
311


Loss on cash flow hedge

(200
)
Other comprehensive income
1,757

2,412

Comprehensive loss
(10,765
)
(15,928
)
Less: comprehensive loss attributable to noncontrolling interests in consolidated subsidiaries
(1,596
)
(480
)
Comprehensive loss attributable to common shareholders
$
(9,169
)
$
(15,448
)
 (1) Net of income tax expense (benefit) of $0 for the three months ended March 31, 2012 and March 31, 2011.
See accompanying notes to unaudited consolidated financial statements


























 
5
 

KINGSWAY FINANCIAL SERVICES INC.


Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
Three months ended March 31,
 
 
2012

2011

Cash provided by (used in):
 
 
Operating activities:
 
 
Net loss
$
(12,522
)
$
(18,340
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
Loss from discontinued operations and disposal of discontinued operations

1,293

Equity in net loss of investees
2,270


Depreciation and amortization
532

691

Stock based compensation expense, net of forfeitures
(31
)
(243
)
Net realized gains
(273
)
(1
)
Loss on change in fair value of debt
4,331

2,605

Deferred income taxes

7

Amortization of fixed maturities premiums and discounts
650

181

Changes in operating assets and liabilities:
 
 
Premiums and service fee receivable
(12,906
)
2,747

Reinsurance recoverable
(596
)
7,707

Deferred policy acquisition costs
(287
)
884

Income taxes recoverable
718

1,150

Funds held in escrow

20,109

Unpaid loss and loss adjustment expenses
(14,201
)
(21,245
)
Unearned premiums
6,218

(5,443
)
Reinsurance payable
530

(969
)
Deferred revenue
1,203

(3,657
)
Other, net
7,557

(2,363
)
Net cash used in operating activities
(16,807
)
(14,887
)
Investing activities:
 
 
Proceeds from sale and maturities of fixed maturities
37,356

21,275

Purchase of fixed maturities
(32,423
)
(50,075
)
Purchase of equity securities
(750
)

Net purchases of property and equipment and other intangible assets
(348
)
(234
)
Net cash provided by (used in) investing activities
3,835

(29,034
)
Financing activities:
 
 
Common stock issued
132

350

Proceeds from issuance of notes payable

2,250

Net cash provided by financing activities
132

2,600

Net decrease in cash and cash equivalents
(12,840
)
(41,321
)
Cash and cash equivalents at beginning of period
85,486

140,567

Cash and cash equivalents at end of period
$
72,646

$
99,246

See accompanying notes to unaudited consolidated financial statements.






 
6
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


NOTE 1 BUSINESS
Kingsway Financial Services Inc. (the "Company" or "Kingsway") was incorporated under the Business Corporations Act (Ontario) on September 19, 1989. Kingsway is a holding company and is engaged, through its subsidiaries, in the property and casualty insurance business.
NOTE 2 BASIS OF PRESENTATION
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements of the Company. In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for the year.
The accompanying unaudited consolidated interim financial statements and footnotes should be read in conjunction with the audited consolidated financial statements and footnotes included within our Annual Report on Form 10-K ("2011 Annual Report") for the year ended December 31, 2011.
The unaudited consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited consolidated interim financial statements include the provision for unpaid loss and loss adjustment expenses, valuation of fixed maturities and equity investments, valuation of deferred tax assets, valuation of other intangible assets and goodwill recoverability, deferred policy acquisition costs, and fair value assumptions for debt obligations.
The fair values of the Company's investments in fixed maturities and equity investments, LROC preferred units, senior unsecured debentures and subordinated debt are estimated using a fair value hierarchy to categorize the inputs it uses in valuation techniques. The fair value disclosure of the Company's investment in investees is based on quoted market prices. Fair values for other investments approximate their unpaid principal balances. The carrying amounts reported in the consolidated balance sheets approximate fair values for cash, short-term investments and certain other assets and other liabilities because of their short-term nature.
The Company's financial results contained herein are reported in U.S. dollars unless otherwise indicated.
NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no material changes to our significant accounting policies as reported in our 2011 Annual Report, except for the effects of adopting Accounting Standards Update ("ASU") 2010-26, Financial Services-Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts ("ASU 2010-26"). Refer to Note 8, "Deferred Policy Acquisition Costs" for further disclosure.
NOTE 4 RECENTLY ISSUED ACCOUNTING STANDARDS
In October 2010, the Financial Accounting Standards Board ("FASB") issued ASU 2010-26. The amendments in ASU 2010-26 address diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral; they clarify which costs should be deferred and which costs should be expensed when incurred. The amendments in ASU 2010-26 became effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. We adopted this new accounting standard effective January 1, 2012 on a prospective basis. Refer to Note 8, "Deferred Policy Acquisition Costs" for further discussion regarding the impact of this new standard to the Company.
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS ("ASU 2011-04"). Most of the changes in the new standard are clarifications of existing guidance, but it expands the disclosures about fair value measurements. It will require the categorization by level of the fair value hierarchy for items that are not measured at fair value in the statement of financial position but for which

 
7
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012

the fair value is required to be disclosed. In addition, for fair value measurements categorized as Level 3 within the fair value hierarchy, the valuation processes and sensitivity of the fair value measurements to changes in unobservable inputs shall be disclosed. This standard is effective for interim and annual periods beginning after December 15, 2011, and should be applied prospectively. The Company adopted ASU 2011-04 and the adoption of the new standard did not have a material impact on the consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income ("ASU 2011-05"). ASU 2011-05 requires companies to present the components of net income and comprehensive income in either one or two consecutive financial statements. Companies are no longer permitted to present the components of other comprehensive income as part of the statement of changes in shareholders' equity. Reclassifications from other comprehensive income must be presented in both the consolidated statement of operations and the consolidated statement of other comprehensive income. This standard became effective for interim and annual periods beginning after December 15, 2011, and should be applied retrospectively. In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 ("ASU 2011-12"). The amendments in ASU 2011-12 delay the effective date of certain provisions in ASU No. 2011-05 that relate to reclassification items until such time as the FASB has time to re-deliberate the presentation of those items. All other provisions of ASU No. 2011-05 take effect on the date originally noted in that ASU. The Company adopted ASU 2011-05 and the adoption of the new standard did not have a material impact on the consolidated financial statements.
In September 2011, the FASB issued ASU 2011-08, Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment ("ASU 2011-08"). The standard became effective for the first interim or annual period beginning on or after December 15, 2011, with early adoption permitted. The standard amends Accounting Standards Codification Topic 350, Intangibles-Goodwill and Other, and gave companies the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company adopted ASU 2011-08 and the adoption did not have an impact on our financial statements. There have been no triggering events that would suggest possible impairment or that it is more-likely-than-not that the fair values of the reporting unit related to our goodwill are less than their carrying amounts. We will utilize the new guidance during our annual impairment testing in December 2012.
NOTE 5 DISCONTINUED OPERATIONS AND DISPOSITIONS
(a)
Discontinued Operations
American Service Insurance Company ("American Service"), American Country Insurance Company ("American Country"), Southern United Fire Insurance Company ("Southern United"), and Jevco Insurance Company ("Jevco") were disposed of in 2010 and have been classified as discontinued operations and the results of their operations are reported separately for all periods presented.
Summarized financial information for discontinued operations is shown below.
(in thousands)
 
Three months ended March 31,
 
 
 
2012

 
2011

Disposals:
 
 
 
 
Loss on disposal before income taxes
 
$

 
$
(1,670
)
Income tax benefit
 

 
(377
)
Loss on disposal of discontinued operations, net of taxes
 
$

 
$
(1,293
)
American Country, American Service and Southern United:
During 2010, Southern United was merged into American Service.
On December 31, 2010, the previously announced going-public transaction involving the Company's subsidiaries American Country and American Service by way of a reverse takeover of JJR VI Acquisition Corp. ("J6") was completed. Upon completion of the transaction, J6 was renamed Atlas Financial Holdings Inc. ("Atlas"), and American Country and American Service became wholly-owned subsidiaries of Atlas. Total consideration to the Company as a result of the transaction was approximately $57.0 million, consisting of cash of $7.9 million, preferred shares of Atlas of $18.0 million, and common shares of Atlas of $31.1 million. As part of the transaction, a quota-share agreement was put in place for 90% of up to $10.0 million of adverse development in excess

 
8
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


of $1.0 million, based on the provision for unpaid loss and loss adjustment expenses recorded by Atlas at September 30, 2010. The maximum obligation to the Company is $9.0 million.
As a result of the disposal of American Country, American Service and Southern United, the Company recognized an after-tax gain of $0.6 million for the three months ended March 31, 2011.
Jevco:
On January 25, 2010, the Company entered into a definitive purchase agreement with The Westaim Corporation (“Westaim”) to sell all of the issued and outstanding shares of Jevco to Westaim. On March 29, 2010, after receipt of all required regulatory approvals, the sale was completed for a purchase price of C$263.3 million subject to certain future contingent adjustments. The contingent adjustments included up to a C$20.0 million decrease in the purchase price relating to specific future adverse development in Jevco's provision for unpaid loss and loss adjustment expenses at the end of 2012. On March 31, 2011, the Company settled the C$20.0 million contingent adjustments related to the Jevco transactions for C$17.8 million, recording a pre-tax loss of $2.3 million. As a result of the disposal of Jevco, the Company realized an after-tax loss of $1.9 million for the three months ended March 31, 2011.
(b)
Dispositions
Hamilton Risk Management Company:
On March 30, 2011, the Company's subsidiary, Kingsway America Inc. ("KAI"), sold all of the issued and outstanding shares of its wholly owned subsidiary Hamilton Risk Management Company (“Hamilton”) and its subsidiaries, including Kingsway Amigo Insurance Company ("Amigo"), to HRM Acquisition Corp., a wholly owned subsidiary of Acadia Acquisition Partners, L.P. (“Acadia”), in exchange for a $10.0 million senior promissory note due March 30, 2014, a $5.0 million junior promissory note due March 30, 2016, and a Class B partnership interest in Acadia, representing a 40% economic interest. A third-party and members of the Hamilton management team hold Class A partnership interests in Acadia representing a 60% economic interest. KAI acts as the general partner of Acadia. As general partner, KAI has control of the policies and financial affairs of Hamilton; therefore, Kingsway will continue to consolidate the financial statements of Hamilton. During the second quarter of 2011, HRM Acquisition Corp. merged into Hamilton. As a result of this transaction, as of March 31, 2012 and December 31, 2011, Hamilton has notes payable balances of $2.2 million maturing in March 2014 with the third-party and $0.2 million maturing in June 2015 with members of the Hamilton management team. The notes bear interest at 2% annually.













 
9
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


NOTE 6 INVESTMENTS

The amortized cost, gross unrealized gains (losses), and estimated fair value of the Company's investments at March 31, 2012 and December 31, 2011 are summarized in the tables shown below:

(in thousands)
 
March 31, 2012
 
 
 
Amortized Cost

 
Gross Unrealized Gains

 
Gross Unrealized Losses

 
Estimated  Fair Value

Fixed maturities:
 
 
 
 
 
 
 
 
U.S. government, government agencies and authorities
 
$
35,142

 
$
1,179

 
$
7

 
$
36,314

Canadian government
 
3,862

 
21

 
68

 
3,815

States municipalities and political subdivisions
 
7,181

 
149

 
8

 
7,322

Mortgage-backed
 
5,634

 
221

 

 
5,855

Asset-backed securities and collateralized mortgage obligations
 
5,980

 
63

 
1

 
6,042

Corporate
 
45,308

 
520

 
144

 
45,684

Total fixed maturities
 
$
103,107

 
$
2,153

 
$
228

 
$
105,032

Equity investments
 
2,689

 
581

 
6

 
3,264

Other investments
 
488

 

 

 
488

Short-term investments
 
3,335

 

 

 
3,335

Total investments
 
$
109,619

 
$
2,734

 
$
234

 
$
112,119


(in thousands)
 
December 31, 2011
 
 
 
Amortized Cost

 
Gross Unrealized Gains

 
Gross Unrealized Losses

 
Estimated  Fair Value

Fixed maturities:
 
 
 
 
 
 
 
 
U.S. government, government agencies and authorities
 
$
45,316

 
$
1,498

 
$

 
$
46,814

Canadian government
 
3,788

 
57

 
55

 
3,790

States municipalities and political subdivisions
 
8,195

 
269

 

 
8,464

Mortgage-backed
 
5,958

 
222

 
3

 
6,177

Asset-backed securities and collateralized mortgage obligations
 
6,414

 
40

 
6

 
6,448

Corporate
 
21,673

 
397

 
112

 
21,958

Total fixed maturities
 
$
91,344

 
$
2,483

 
$
176

 
$
93,651

Equity investments
 
2,689

 
287

 
16

 
2,960

Other investments
 
488

 

 

 
488

Short-term investments
 
20,334

 

 

 
20,334

Total investments
 
$
114,855

 
$
2,770

 
$
192

 
$
117,433





 
10
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


The table below summarizes the Company's fixed maturities at March 31, 2012, by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of these obligations.
(in thousands)
 
March 31, 2012
 
 
 
Amortized Cost

 
Estimated Fair Value

Due in one year or less
 
$
26,488

 
$
26,590

Due after one year through five years
 
63,955

 
65,168

Due after five years through ten years
 
3,515

 
3,876

Due after ten years
 
9,149

 
9,398

Total
 
$
103,107

 
$
105,032


Gross realized gains and losses on fixed maturities, equity investments and short-term investments for the three months ended March 31, 2012 and March 31, 2011 were as follows:
(in thousands)
 
Three months ended March 31,
 
 
 
2012

 
2011

Gross gains
 
273

 
1

Gross losses
 

 

Total
 
$
273

 
$
1


The following tables highlight the aggregate unrealized loss position, by security type, of fixed maturities, equity investments, and short-term investments in unrealized loss positions as of March 31, 2012 and December 31, 2011. The tables segregate the holdings based on the period of time the investments have been continuously held in unrealized loss positions.
(in thousands)
 
 
 
 
 
 
 
 
March 31, 2012
 
 
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
$
5,187

 
$
7

 
$

 
$

 
$
5,187

 
$
7

Canadian government
3,614

 
68

 

 

 
3,614

 
68

States municipalities and political subdivisions
2,050

 
8

 

 

 
2,050

 
8

Mortgage-backed

 

 

 

 

 

Asset-backed securities and collateralized mortgage obligations
265

 
1

 

 

 
265

 
1

Corporate
21,401

 
112

 
1,963

 
32

 
23,364

 
144

Total fixed maturities
$
32,517

 
$
196

 
$
1,963

 
$
32

 
$
34,480

 
$
228

Equity investments
198

 
6

 

 

 
198

 
6

Short-term investments
1,000

 

 

 

 
1,000

 

Total
$
33,715

 
$
202

 
$
1,963

 
$
32

 
$
35,678

 
$
234







 
11
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


(in thousands)
 
 
 
 
 
 
 
 
December 31, 2011
 
 
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
$
7,500

 
$

 
$

 
$

 
$
7,500

 
$

Canadian government
1,105

 
55

 

 

 
1,105

 
55

Mortgage-backed
1,026

 
3

 

 

 
1,026

 
3

Asset-backed securities and collateralized mortgage obligations
2,252

 
6

 

 

 
2,252

 
6

Corporate
178

 
10

 
1,893

 
102

 
2,071

 
112

Total fixed maturities
$
12,061

 
$
74

 
$
1,893

 
$
102

 
$
13,954

 
$
176

Equity investments
224

 
16

 

 

 
224

 
16

Short-term investments
19,998

 

 

 

 
19,998

 

Total
$
32,283

 
$
90

 
$
1,893

 
$
102

 
$
34,176

 
$
192

Fixed maturities, equity investments and short-term investments contain approximately 32 and 22 individual investments that were in unrealized loss positions as of March 31, 2012 and December 31, 2011, respectively. 
The establishment of an other-than-temporary impairment on an investment requires a number of judgments and estimates. The Company performs a quarterly analysis of the individual investments to determine if declines in market value are other-than-temporary. The analysis includes some or all of the following procedures as deemed appropriate by the Company:
identifying all unrealized loss positions that have existed for at least six months;
identifying other circumstances which management believes may impact the recoverability of the unrealized loss positions;
obtaining a valuation analysis from third-party investment managers regarding the intrinsic value of these investments based on their knowledge and experience together with market-based valuation techniques;
reviewing the trading range of certain investments over the preceding calendar period;
assessing if declines in market value are other-than-temporary for debt instruments based on the investment grade credit
ratings from third-party rating agencies;
assessing if declines in market value are other-than-temporary for any debt instrument with a non-investment grade credit rating based on the continuity of its debt service record;
determining the necessary provision for declines in market value that are considered other-than-temporary based on the analyses performed; and
assessing the company's ability and intent to hold these investments at least until the investment impairment is recovered.
The risks and uncertainties inherent in the assessment methodology used to determine declines in market value that are other-than-temporary include, but may not be limited to, the following:
the opinions of professional investment managers could be incorrect;
the past trading patterns of individual investments may not reflect future valuation trends;
the credit ratings assigned by independent credit rating agencies may be incorrect due to unforeseen or unknown facts related to a company's financial situation; and
the debt service patterns of non-investment grade instruments may not reflect future debt service capabilities and may not reflect a company's unknown underlying financial problems.
As a result of the above analysis performed by the Company to determine declines in market value that are other-than-temporary, there were no write-downs related to fixed maturities and equity investments for other-than-temporary impairments for the quarters ended March 31, 2012 and March 31, 2011.

 
12
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012

The Company has reviewed currently available information regarding investments with estimated fair values that are less than their carrying amounts and believes that these unrealized losses are not other-than-temporary and are primarily due to temporary market and sector-related factors rather than to issuer-specific factors. The Company does not intend to sell those investments, and it is not likely that it will be required to sell those investments before recovery of its amortized cost.
The Company does not have any exposure to subprime mortgage-backed investments.
Net investment income for the three months ended March 31, 2012 and March 31, 2011, respectively, is comprised as follows:
(in thousands)
 
Three months ended March 31,
 
 
 
2012

 
2011

Investment income
 
 
 
 
Interest from fixed maturities
 
$
518

 
$
870

Interest from other
 
166

 
120

Dividends
 
242

 
227

Gross investment income
 
$
926

 
$
1,217

Investment expenses
 
(96
)
 
(140
)
Net investment income
 
$
830

 
$
1,077

As at March 31, 2012, fixed maturities and short-term investments with an estimated fair value of $15.7 million were on deposit with state and provincial regulatory authorities. Also, from time to time, securities are pledged to third parties to collateralize liabilities incurred under certain reinsurance arrangements. At March 31, 2012, the amount of such pledged securities was $25.9 million.
NOTE 7 INVESTMENT IN INVESTEES
Investment in investees includes investments in the preferred and restricted voting common stock of Atlas as well as the member's capital of each of Oak Street Real Estate Capital GP II, LLC ("Oak Street") and LGIC Holdings, LLC ("LGIC Holdings"). Each investment in investee is accounted for under the equity method. Investment in Atlas is recorded on a three-month lag basis. The carrying value, estimated fair value and approximate voting and equity percentages at March 31, 2012 and December 31, 2011 were as follows:
(in thousands, except for percentages)
 
 
 
 
 
 
 
 
 
 
 
March 31, 2012
 
December 31, 2011
 
Voting percentage
 
Equity percentage
 
Estimated Fair Value
 
Carrying value
 
Voting percentage
 
Equity percentage
 
Estimated Fair Value
 
Carrying value
Atlas
30.0
%
 
74.9
%
 
$
39,072

 
$
46,637

 
30.0
%
 
75.1
%
 
$
44,340

 
$
48,592

Oak Street
25.0
%
 
25.0
%
 
93

 
93

 
25.0
%
 
25.0
%
 
97

 
97

LGIC Holdings
49.0
%
 
49.0
%
 

 

 
49.0
%
 
49.0
%
 

 

Total
 
 
 
 
$
39,165

 
$
46,730

 
 
 
 
 
$
44,437

 
$
48,689

The fair value of the Company's investment in Atlas at March 31, 2012 in the table above is calculated based on the published closing price of Atlas at December 31, 2011 to be consistent with the three-month lag in reporting its carrying value under the equity method. The estimated fair value of the Company's investment in Atlas based on the published closing price of Atlas at March 31, 2012 is $42.9 million.
The estimated fair value of the Company's investment in Oak Street at March 31, 2012 approximates carrying value due to the investee not being actively traded at March 31, 2012.
During 2011, the Company acquired a 49.0% equity investment in LGIC Holdings. During 2011, the Company performed an impairment review of its investment in LGIC Holdings, which considered the current valuation and operating results of LGIC Holdings. Based upon this review, the Company recorded an impairment charge of $0.2 million during the fourth quarter of 2011.

 
13
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


Equity in net loss of investees was $2.3 million and zero for the three months ended March 31, 2012 and March 31, 2011, respectively. The Company also recognized an increase to shareholders' equity attributable to common shareholders of $0.3 million as of March 31, 2012 for the Company's pro rata share of its investees' accumulated other comprehensive income.
Summarized financial information for Atlas for the three months ended December 31, 2011 is presented below:
(in thousands)
 
December 31, 2011

Total revenue
 
11,216

Net loss
 
(3,025
)

The Company acquired its investment in Oak Street in the fourth quarter of 2011. Summarized financial information for Oak Street for the three months ended March 31, 2012 is presented below:

(in thousands)
 
March 31, 2012

Total revenue
 

Net loss
 
(13
)
NOTE 8 DEFERRED POLICY ACQUISITION COSTS
Policy acquisition costs consist primarily of commissions, premium taxes, and underwriting and agency expenses incurred related to successful efforts to acquire a new or renewal insurance contract, net of ceding commission income. Policy acquisition costs are deferred and expensed as the related premiums are earned.
As described in Note 4, "Recently Issued Accounting Standards", the Company adopted ASU 2010-26 effective January 1, 2012 on a prospective basis. The new standard affects the timing of recognition of policy acquisition costs. Costs associated with unsuccessful efforts or costs that cannot be tied directly to a successful policy acquisition are expensed as incurred, as opposed to being deferred and amortized as the premium is earned. In periods of growth, the standard will result in an acceleration of expense recognition. In periods of contraction, the opposite will occur. The application of the new standard resulted in capitalized acquisition costs of $8.0 million for the three months ended March 31, 2012 compared with $8.6 million of acquisition costs that would have been capitalized for the three months ended March 31, 2012 if the Company had not adopted the new standard. As a result, the Company recorded $0.6 million more in expense for the three months ended March 31, 2012 than it would have had it not adopted the new standard.
The components of deferred policy acquisition costs and the related amortization expense for the three months ended March 31, 2012 and March 31, 2011, respectively, is comprised as follows:
(in thousands)
 
Three months ended March 31,
 
 
 
2012

 
2011

Balance at January 1, net
 
8,116

 
13,952

Additions
 
7,969

 
7,781

Amortization
 
(7,682
)
 
(8,665
)
Balance at March 31, net
 
8,403

 
13,068

NOTE 9 GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets are comprised as follows:
(in thousands)
 
March 31, 2012

 
December 31, 2011

Goodwill
 
$
510

 
$
510

Intangible assets not subject to amortization
 
 
 
 
     Insurance licenses
 
7,803

 
7,803

     Renewal rights
 
31,318

 
31,318

Goodwill and intangible assets
 
$
39,631

 
$
39,631


 
14
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


NOTE 10 UNPAID LOSS AND LOSS ADJUSTMENT EXPENSES
The establishment of the provision for unpaid loss and loss adjustment expenses is based on known facts and interpretation of circumstances and is therefore a complex and dynamic process influenced by a large variety of factors. These factors include the Company's experience with similar cases and historical trends involving loss payment patterns, pending levels of unpaid loss and loss adjustment expenses, product mix or concentration, loss severity and loss frequency patterns.
Other factors include the continually evolving and changing regulatory and legal environment; actuarial studies; professional experience and expertise of the Company's claims departments' personnel and independent adjusters retained to handle individual claims; the quality of the data used for projection purposes; existing claims management practices including claims-handling and settlement practices; the effect of inflationary trends on future loss settlement costs; court decisions; economic conditions; and public attitudes.
Consequently, the process of determining the provision necessarily involves risks that the actual results will deviate, perhaps substantially, from the best estimates made.
The Company's evaluation of the adequacy of unpaid loss and loss adjustment expenses includes a re-estimation of the liability for unpaid loss and loss adjustment expenses relating to each preceding financial year compared to the liability that was previously established. The results of this comparison and the changes in the provision for unpaid loss and loss adjustment expenses, net of amounts recoverable from reinsurers, as of March 31, 2012 and March 31, 2011 were as follows:
(in thousands)
 
March 31, 2012

 
March 31, 2011

Balance at beginning of period, net
 
$
119,960

 
$
166,734

Incurred related to:
 
 
 
 

      Current year
 
21,533

 
41,989

      Prior years
 
242

 
(412
)
Paid related to:
 
 
 
 

      Current year
 
(7,101
)
 
(12,712
)
      Prior years
 
(29,546
)
 
(42,159
)
Balance at end of period, net
 
105,088

 
153,440

Plus reinsurance recoverable on unpaid loss and loss adjustment expenses
 
969

 
23

Balance at end of period, gross
 
$
106,057

 
$
153,463

NOTE 11 DEBT
Debt consists of the following instruments:
(in thousands)
 
March 31, 2012
 
December 31, 2011
 
 
Principal

 
Fair Value

 
Principal

 
Fair Value

6% Senior unsecured debentures due 2012
 
$
1,690

 
$
1,690

 
$
1,657

 
$
1,641

7.5% Senior notes due 2014
 
26,966

 
26,292

 
26,966

 
26,696

LROC preferred units due 2015
 
19,706

 
10,789

 
19,329

 
8,845

Subordinated debt
 
90,500

 
19,174

 
90,500

 
16,432

Total
 
$
138,862

 
$
57,945

 
$
138,452

 
$
53,614


 
15
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


Subordinated indebtedness mentioned above consists of the following trust preferred debt instruments:
Issuer
Principal

Issue date
Interest
Redemption date
Kingsway CT Statutory Trust I
15,000

12/4/2002
annual interest rate equal to LIBOR, plus 4.00% payable quarterly
12/4/2032
Kingsway CT Statutory Trust II
17,500

5/15/2003
annual interest rate equal to LIBOR, plus 4.10% payable quarterly
5/15/2033
Kingsway CT Statutory Trust III
20,000

10/29/2003
annual interest rate equal to LIBOR, plus 3.95% payable quarterly
10/29/2033
Kingsway DE Statutory Trust III
15,000

5/23/2003
annual interest rate equal to LIBOR, plus 4.20% payable quarterly
5/23/2033
Kingsway DE Statutory Trust IV
10,000

9/30/2003
annual interest rate equal to LIBOR, plus 3.85% payable quarterly
9/30/2033
Kingsway DE Statutory Trust VI
13,000

1/8/2004
annual interest rate equal to LIBOR, plus 4.00% payable quarterly
1/8/2034

During the first quarter of 2011, the Company gave notice to its Trust Preferred trustees of its intention to exercise its voluntary right to defer interest payments for up to 20 quarters, pursuant to the contractual terms of its outstanding Trust Preferred indentures, which permit interest deferral. This action does not constitute a default under the Company's Trust Preferred indentures or any of its other debt indentures.  At March 31, 2012, deferred interest payable of $4.9 million is included in accrued expenses and other liabilities in the consolidated balance sheets.  The cash interest due in 2016 is subject to changes in the London interbank offered interest rate for three-month U.S. dollar deposits ("LIBOR") over the deferral period.
No debt repurchases were made during the quarters ended March 31, 2012 and March 31, 2011.
NOTE 12 INCOME TAXES
Income tax expense (benefit) varies from the amount that would result by applying the applicable United States income tax rate of 34% to loss from continuing operations before income tax expense (benefit) primarily due to a valuation allowance being applied to the Company's operating losses.
The Company maintains a valuation allowance for its gross deferred tax assets at March 31, 2012 and December 31, 2011. The Company's operations have generated substantial operating losses during the last several years. These losses can be available to reduce income taxes that might otherwise be incurred on future taxable income. The Company's operations, however, remain challenged and, as a result, it is uncertain whether the Company will generate the taxable income necessary to utilize these losses or other reversing temporary differences. This uncertainty has caused management to place a full valuation allowance on its March 31, 2012 and December 31, 2011 net deferred tax asset. The Company carries a deferred tax liability of $2.7 million at March 31, 2012 and December 31, 2011, all of which relates to indefinite life intangible assets.
As of March 31, 2012, the Company had no unrecognized tax benefits. The Company analyzed its tax positions in accordance with the provisions of ASC Topic 740, Income Taxes and has determined that there are currently no uncertain tax positions. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense (benefit).
The income taxes recoverable of $7.4 million and $8.1 million at March 31, 2012 and December 31, 2011, respectively, primarily relate to tax receivables of the Company's Canadian operations.
NOTE 13 NET LOSS PER SHARE
Net loss per share is based on the weighted-average number of shares outstanding. Diluted weighted-average shares is calculated by adjusting basic weighted-average shares outstanding by all potentially dilutive stock options. Stock options outstanding of 1,552,500 and 1,591,500 as of March 31, 2012 and December 31, 2011, respectively, were not included in the computation of diluted loss per share because the exercise prices of the options was greater than the average market price of the common stock and thus the inclusion would have been anti-dilutive.


 
16
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


NOTE 14 ACCUMULATED OTHER COMPREHENSIVE INCOME
The table below details the components of accumulated other comprehensive income, net of tax, for the three months ended March 31, 2012 and March 31, 2011 as relates to shareholders' equity attributable to common shareholders on the consolidated balance sheets. On the other hand, the unaudited consolidated statements of comprehensive loss present the components of accumulated other comprehensive income, net of tax, for the three months ended March 31, 2012 and March 31, 2011 inclusive of the components attributable to noncontrolling interests in consolidated subsidiaries.
  
 
March 31, 2012

 
March 31, 2011

Balance at January 1
 
$
12,749

 
$
14,407

Unrealized gains (losses) on fixed maturities and equity investments arising during the period
 
(122
)
 
91

Reclassification adjustment for losses (gains) included in net loss
 
142

 
(31
)
Foreign currency translation adjustments
 
1,508

 
2,498

Equity in other comprehensive income of investee
 
311

 

Loss on cash flow hedge
 

 
(200
)
Balance at March 31
 
$
14,588

 
$
16,765

NOTE 15 SEGMENTED INFORMATION
The Company is engaged, through its subsidiaries, in the non-standard property and casualty insurance business. The Company conducts its business through the following two reportable segments: Insurance Underwriting and Insurance Services.
Insurance Underwriting Segment
The Company's property and casualty insurance business operations are conducted primarily through the following subsidiaries: Mendota Insurance Company, Mendakota Insurance Company, Universal Casualty Company, Amigo, Kingsway Reinsurance Corporation and Kingsway Reinsurance (Bermuda) Ltd. (collectively, "Insurance Underwriting"). Insurance Underwriting provides non-standard automobile and other types of property and casualty insurance to individuals and commercial automobile insurance to businesses and actively conducts business in 17 states.
Insurance Services Segment
Insurance Services includes the following subsidiaries of the Company: Assigned Risk Solutions Ltd. ("ARS"), Northeast Alliance Insurance Agency, LLC ("NEA") and KAI Advantage Auto, Inc. ("Advantage Auto") (collectively, "Insurance Services").
In 2011, ARS and NEA were organized to run as one business under the ARS name. ARS is a licensed property and casualty agent, full service managing general agent and third-party administrator focused primarily on the assigned risk market. ARS is licensed to administer business in 22 states but generates its revenues primarily by operating in the states of New York and New Jersey.
Advantage Auto is a licensed property and casualty agent. Advantage Auto is licensed as an agency in Illinois and Indiana and produces business in both states.
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 allocated for management use and, therefore, are not included in the segment disclosures below.

 
17
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


Segment revenues for the three months ended March 31, 2012 and 2011 were:
(in thousands)
 
Three months ended March 31,
 
 
 
2012

 
2011

Revenues:
 
 
 
 
Insurance Underwriting:
 
 
 
 
   Net premiums earned
 
$
29,267

 
$
45,636

Other income
 
1,786

 
2,883

Total Insurance Underwriting
 
31,053

 
48,519

Insurance Services:
 
 
 
 
Service fee and commission income
 
9,529

 
8,972

Total Insurance Services
 
9,529

 
8,972

Total segment revenues
 
40,582

 
57,491

Net investment income
 
830

 
1,077

Net realized gains
 
273

 
1

Loss on change in fair value of debt
 
(4,331
)
 
(2,605
)
Other income not allocated to segments
 
(703
)
 
(972
)
Total revenues
 
$
36,651

 
$
54,992

The operating income (loss) of each segment is before income taxes and includes revenues and direct segment costs. Segment net income (loss) for the three months ended March 31, 2012 and 2011 were:
 
 
Three months ended March 31,
 
 
 
2012

 
2011

Segment operating income (loss)
 
 
 
 
Insurance Underwriting
 
$
(3,239
)
 
$
(9,741
)
Insurance Services
 
1,746

 
1,045

Total segment operating loss
 
(1,493
)
 
(8,696
)
Net investment income
 
830

 
1,077

Net realized gains
 
273

 
1

Loss on change in fair value of debt
 
(4,331
)
 
(2,605
)
Other income and expenses not allocated to segments, net
 
(3,623
)
 
(5,311
)
Interest expense
 
(1,849
)
 
(1,903
)
Amortization of other intangible assets
 

 
(18
)
Equity in net loss of investees
 
(2,270
)
 

Loss from continuing operations before income tax expense (benefit)
 
$
(12,463
)
 
$
(17,455
)
Income tax expense (benefit)
 
59

 
(408
)
Loss from continuing operations
 
$
(12,522
)
 
$
(17,047
)


 
18
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


Net premiums earned by line of business for the three months ended March 31, 2012 and 2011 were:
(in thousands)
 
Three months ended March 31,
 
 
 
2012

 
2011

Insurance Underwriting:
 
 
 
 
Private passenger auto liability
 
$
19,407

 
$
31,530

Auto physical damage
 
7,304

 
11,728

Total non-standard automobile
 
26,711

 
43,258

Commercial auto liability
 
2,556

 
2,378

Other
 
2

 
1

Total net premiums earned
 
$
29,267

 
$
45,636

NOTE 16 FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value amounts represent estimates of the consideration that would currently be agreed upon between knowledgeable, willing parties who are under no compulsion to act. Fair value is best evidenced by quoted bid or ask price, as appropriate, in an active market. Where bid or ask prices are not available, such as in an illiquid or inactive market, the closing price of the most recent transaction of that instrument subject to appropriate adjustments as required is used. Where quoted market prices are not available, the quoted prices of similar financial instruments or valuation models with observable market based inputs are used to estimate the fair value. These valuation models may use multiple observable market inputs, including observable interest rates, foreign exchange rates, index levels, credit spreads, equity prices, counterparty credit quality, corresponding market volatility levels and option volatilities. Minimal management judgment is required for fair values calculated using quoted market prices or observable market inputs for models. Greater subjectivity is required when making valuation adjustments for financial instruments in inactive markets or when using models where observable parameters do not exist. Also, the calculation of estimated fair value is based on market conditions at a specific point in time and may not be reflective of future fair values. For the Company's financial instruments carried at cost or amortized cost, the book value is not adjusted to reflect increases or decreases in fair value due to market fluctuations, including those due to interest rate changes, as it is the Company's intention to hold them until there is a recovery of fair value, which may be to maturity.
The Company classifies its investments in fixed maturities and equity investments as available-for-sale and reports these investments at fair value. The Company's LROC preferred units, senior unsecured debentures and subordinated debt are measured and reported at fair value.
Fair values of equity investments are considered to approximate quoted market values based on the latest bid prices in active markets. Fair values of fixed maturities for which no active market exists are derived from quoted market prices of similar instruments or other third-party evidence.
The fair value of the LROC preferred units is based on quoted market prices, and the fair value of the subordinated debt is estimated using an internal model based on significant market observable inputs. The fair values of senior unsecured debentures, for which no active market exists, are derived from quoted market prices of similar instruments or other third-party evidence.

 
19
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


The Company employs a fair value hierarchy to categorize the inputs it uses in valuation techniques to measure the fair value. The extent of use of quoted market prices (Level 1), valuation models using observable market information (Level 2) and internal models without observable market information (Level 3) in the valuation of the Company's financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011 was as follows:
(in thousands)
 
 
 
 
 
March 31, 2012
 
 
 
 
 
Fair Value Measurements at the End of the Reporting Period Using
 
 
 
 
 
 
 
 
 
 
 
Total

 
Quoted Prices in Active Markets for Identical Assets(Level 1)

 
Significant Other Observable Inputs (Level 2)

 
Significant Unobservable Inputs (Level 3)

Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities:
 
 
 
 
 
 
 
 
U.S. government, government agencies and authorities
 
$
36,314

 
$

 
$
36,314

 
$

Canadian government
 
3,815

 

 
3,815

 

States municipalities and political subdivisions
 
7,322

 

 
7,322

 

Mortgage-backed
 
5,855

 

 
5,855

 

Asset-backed securities and collateralized mortgage obligations
 
6,042

 

 
6,042

 

Corporate
 
45,684

 

 
45,684

 

Total fixed maturities
 
$
105,032

 
$

 
$
105,032

 
$

 
 
 
 
 
 
 
 
 
Equity securities
 
3,264

 
3,264

 

 

Other investments
 
488

 

 
488

 
 
Short-term investments
 
3,335

 

 
3,335

 
 
Total assets
 
$
112,119

 
$
3,264

 
$
108,855

 
$

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
LROC preferred units
 
$
10,789

 
$
10,789

 
$

 
$

Senior unsecured debentures
 
27,982

 

 
27,982

 

Subordinated debt
 
19,174

 

 
19,174

 

Total liabilities
 
$
57,945

 
$
10,789

 
$
47,156

 
$













 
20
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012

(in thousands)
 
 
 
 
 
December 31, 2011
 
 
 
 
 
Fair Value Measurements at the End of the Reporting Period Using
 
 
 
 
 
 
 
 
 
 
 
Total

 
Quoted Prices in Active Markets for Identical Assets (Level 1)

 
Significant Other Observable Inputs (Level 2)

 
Significant Unobservable Inputs (Level 3)

Recurring fair value measurements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities:
 
 
 
 
 
 
 
 
U.S. government, government agencies and authorities
 
$
46,814

 
$

 
$
46,814

 
$

Canadian government
 
3,790

 

 
3,790

 

States municipalities and political subdivisions
 
8,464

 

 
8,464

 

Mortgage-backed
 
6,177

 

 
6,177

 

Asset-backed securities and collateralized mortgage obligations
 
6,448

 

 
6,448

 

Corporate
 
21,958

 

 
21,958

 

Total fixed maturities
 
$
93,651

 
$

 
$
93,651

 
$

 
 
 
 
 
 
 
 
 
Equity securities
 
2,960

 
2,960

 

 

Other investments
 
488

 

 
488

 

Short-term investments
 
20,334

 

 
20,334

 

Total assets
 
$
117,433

 
$
2,960

 
$
114,473

 
$

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
LROC preferred units
 
$
8,845

 
$
8,845

 
$

 
$

Senior unsecured debentures
 
28,337

 

 
28,337

 

Subordinated debt
 
16,432

 

 
16,432

 

Total liabilities
 
$
53,614

 
$
8,845

 
$
44,769

 
$


NOTE 17 RELATED PARTY TRANSACTIONS

Related party transactions, including services provided to or received by the Company's subsidiaries, are carried out in the normal course of operations and are measured in part by the amount of consideration paid or received as established and agreed by the parties. Management believes that consideration paid for such services in each case approximates fair value. Except where disclosed elsewhere in these unaudited consolidated interim financial statements, the following is a summary of related party transactions.
In August 2011, the Company and its subsidiary, 1347 Advisors, entered into a management services agreement with United Insurance Holdings Corp. ("United"), a third-party. This agreement provided that 1347 Advisors supply the services of an interim Chief Financial Officer to United, as well as certain strategy consulting, corporate development, corporate finance and actuarial services. Pursuant to the management services agreement, Hassan Baqar was appointed interim Chief Financial Officer at United. Mr. Baqar is currently a Managing Director of 1347 Advisors as well as a Vice President of KAI. Mr. Larry G. Swets, Jr., Chief Executive Officer and President of the Company, also served on the Board of Directors of United. In February 2012, Amigo received a letter from the Florida Office of Insurance Regulation ("OIR") which stated that Amigo, the Company and its subsidiaries,

 
21
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


and United are affiliated entities due to their common managerial control. As a result of the foregoing, among other things, the Company may not transfer any assets to United or any of its affiliates without the prior written approval of the OIR. Subsequently, the Company and United mutually agreed to terminate their management services agreement effective April 2, 2012. Furthermore, Mr. Swets resigned as a member of United's Board of Directors effective April 5, 2012.
NOTE 18 COMMITMENTS AND CONTINGENCIES
In connection with its operations in the ordinary course of business, the Company and its subsidiaries are named as defendants in various actions for damages and costs allegedly sustained by the plaintiffs. While it is not possible to estimate the loss, or range of loss, if any, that may be incurred in connection with any of the various proceedings at this time, it is possible that individual actions may result in a loss having a material adverse effect on the Company's financial condition or results of operations.


 
22
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012


NOTE 19 SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
In 2004, KAI issued $125.0 million 7.5% senior notes due in 2014 through a private offering. These notes are redeemable at KAI's option on or after February 1, 2009 and are fully and unconditionally guaranteed by the Company. On July 10, 2007, the Company through its newly formed, wholly-owned subsidiary Kingsway 2007 General Partnership ("K2007GP"), issued C$100.0 million 6% senior unsecured debentures with a maturity date of July 11, 2012, unconditionally guaranteed by the Company ("KFSI") and KAI (each a "Guarantor"). The following tables show condensed consolidating financial information for the Company as of March 31, 2012 and December 31, 2011 and for the periods ended March 31, 2012 and 2011, with a separate column for each Guarantor, the issuer and the other businesses of the Company combined ("Non-Guarantor subsidiaries").
 
Condensed Consolidating Statement of Operations
 
 
 
 
For the three months ended March 31, 2012
 
 
KFSI
KAI
K2007 GP
Other subsidiaries
Consolidation adjustments
Total
 
(a "Guarantor")
(an "Issuer" and a "Guarantor")
(an "Issuer")
(the "Non-Guarantor subsidiaries")
 
 
Revenue:
 
 
 
 
 
 
Net premiums earned
$

$

$

$
29,267

$

$
29,267

Service fee and commission income



9,529


9,529

Net investment income, net realized gains, and other income
671

878

362

275


2,186

Loss on change in fair value of debt

(2,075
)
(49
)
(2,207
)

(4,331
)
Management fees






Total revenue
671

(1,197
)
313

36,864


36,651

Expenses:
 
 
 
 
 
 
Loss and loss adjustment expenses



21,775


21,775

Commissions and premiums taxes



4,419


4,419

Other expenses
1,023

1,679

72

16,027


18,801

Interest expense

3,527

25

(1,703
)

1,849

Total expenses
1,023

5,206

97

40,518


46,844

Loss before equity in net loss of investees and income tax expense (benefit)
(352
)
(6,403
)
216

(3,654
)

(10,193
)
Equity in net loss of investees

(2,266
)

(4
)

(2,270
)
Loss from continuing operations before income tax expense (benefit)
(352
)
(8,669
)
216

(3,658
)

(12,463
)
Income tax expense (benefit)



59


59

Equity in undistributed net (loss) income of subsidiaries
(10,899
)
(3,926
)


14,825


Net (loss) income
$
(11,251
)
$
(12,595
)
$
216

$
(3,717
)
$
14,825

$
(12,522
)



 
23
 

KINGSWAY FINANCIAL SERVICES INC.
Notes to Consolidated Financial Statements (Unaudited) March 31, 2012

 
Condensed Consolidating Statement of Operations
 
 
 
 
For the three months ended March 31, 2011
 
 
KFSI
KAI
K2007 GP
Other subsidiaries
Consolidation adjustments
Total
 
(a "Guarantor")
(an "Issuer" and a "Guarantor")
(an "Issuer")
(the "Non-Guarantor subsidiaries")
 
 
Revenue:
 
 
 
 
 
 
Net premiums earned
$

$

$

$
45,636

$

$
45,636

Service fee and commission income



8,972


8,972

Net investment income, net realized gains, and other income
(631
)
390

86

3,144


2,989

Loss on change in fair value of debt

(2,753
)
(766
)
914


(2,605
)
Management fees

182



(182
)

Total revenue
(631
)
(2,181
)
(680
)
58,666

(182
)
54,992

Expenses:
 
 
 
 
 
 
Loss and loss adjustment expenses



41,577


41,577

Commissions and premiums taxes



7,378


7,378

Other expenses
1,140

3,068

73

17,490

(182
)