Management to Host Conference Call Today at
5 p.m. ET
CHICAGO, March 8,
2023 /PRNewswire/ - (NYSE: KFS) Kingsway Financial
Services Inc. ("Kingsway" or the "Company") today
announced its operating results for the 12 months ended
December 31, 2022.
Recent Business Highlights
- Completed the sale of its railyard in Texas for $215.2
million, consisting of $44.5
million cash and $170.7
million of mortgage assumption, resulting in net proceeds to
Kingsway of $21.4 million after
taxes, fees and distribution to the minority shareholder
- Acquired Secure Nursing Service, Inc. ("SNS") on November 18, 2022, a privately held, healthcare
supplemental staffing agency, for $10.9
million; the acquisition is expected to be immediately
accretive, having pre-acquisition GAAP income before income taxes
of $2.6 million and $2.7 million of unaudited adjusted EBITDA
- Acquired CSuite Financial Partners ("CSuite") on November 1, 2022, a national, financial executive
services firm, for $8.5 million; the
acquisition is expected to be immediately accretive, having
pre-acquisition GAAP income before income taxes of $0.9 million and $1.8
million of unaudited adjusted EBITDA
- On February 28, 2023, closed on
an amendment to an existing debt facility (secured by its extended
warranty companies) that allows the Company to draw up to
$10 million in additional principal,
in increments of at least $2 million,
until February 27, 2024
- On March 2, 2023, the Company
announced its intention to exercise its right to repurchase 100% of
the principal and deferred interest from five of the six trust
preferred debt instruments no later than March 15, 2023; as a result, the Company will
also pay the deferred interest owed on the sixth trust preferred
debt instrument and redeem any outstanding Class A Preferred
Shares, both no later than March 15,
2023
"2022 was a year of significant accomplishments and progress
towards our strategic priorities," said John T. Fitzgerald, President and Chief
Executive Officer of Kingsway Financial Services. "We delivered
solid financial results, dramatically simplified our capital
structure and reallocated capital through the sale of certain
assets towards debt reduction and the acquisition of attractive new
operating businesses. Our balance sheet is no longer encumbered by
non-recourse debt that was tied to non-core real estate assets that
we sold, and we are in a solid position to execute our options to
repurchase the majority of our outstanding TruPs debt and accrued
interest. Remaining cash on hand along with a new standby credit
facility will provide capital to pursue additional acquisition
opportunities in the future."
"We continue to simplify our balance sheet and capital
structure, through actions such as selling our railyard asset and
other non-core real estate assets," said Kent A. Hansen, Executive Vice President and
CFO. "Given the actions we completed in 2022 and the expected
repurchase of a substantial portion of our outstanding trust
preferred debt later this month, we believe that a total company
adjusted EBITDA metric, rather than our former metric of non-GAAP
adjusted net income, will give a better view of the Company's
performance today and going forward."
Full Year 2022 Consolidated Financial Highlights
As a result of the sale of its railyard assets, as well as the
fact that the Company determined that its VA Lafayette business was held-for-sale as of
December 31, 2022, the Company
concluded that its former Real Estate reportable segment met the
criteria for discontinued operations. The Company's financial
statements have been updated to reflect the former Real Estate
reportable segment in discontinued operations in 2022 and
2021.
Financial highlights include:
- Total revenue was $93.3 million
for 2022, compared to $78.4 million
for 2021, and now consists of just Extended Warranty and Kingsway
Search Xcelerator ("KSX") segment revenues
- Extended Warranty revenue was $74.0
million for 2022, compared to $74.9
million in 2021; however, pro forma revenue was $69.2 million for 2022, compared to $66.9 million for 2021 (pro forma excludes the
results of PWSC, which was sold in July
2022)
- KSX revenue was $19.2 million for
2022, compared to $3.5 million for
2021 (the KSX segment was created when Ravix was acquired in
October 2021)
- Income from continuing operations was $30.1 million for 2022, compared to a loss from
continuing operations of $2.7 million
in 2021
- Adjusted EBITDA (a non-GAAP metric) was $10.2 million for 2022, compared to adjusted
EBITDA of $7.1 million in 2021
- Extended Warranty segment and KSX segment operating income was
a total of $13.4 million in 2022,
compared to a total of $13.1 million
in 2021
- Pro forma adjusted EBITDA for the Extended Warranty segment and
KSX segment was a total of $13.5
million in 2022, compared to a total of $9.4 million in 2021
- Unrestricted cash and cash equivalents were $64.2 million as of December 31, 2022 compared to $10.1 million as of December 31, 2021
The pro forma results above exclude the results of PWSC in 2021
and through the date of sale in July
2022. They do not include the results of SNS or CSuite prior
to acquisition.
Reconciliations of GAAP to non-GAAP metrics are presented in the
attached schedules. The Company today also filed its 2022 Annual
Report on Form 10-K.
Conference Call and Webcast
Management will host a conference call at 5 p.m. Eastern time today to discuss the results
and host a live Q&A session. Additionally, investors may also
submit questions via email to: James@HaydenIR.com.
Conference Call Information
Date: Wednesday, March 8,
2023
Time: 5:00 PM Eastern Time
Toll Free: 888-506-0062; Code:
295056
International: 973-528-0011; Code: 295056
Live Webcast Link:
https://www.webcaster4.com/Webcast/Page/2928/47683
Conference Call Replay
Information
Toll Free:
877-481-4010
International: 919-882-2331
Replay Passcode: 47683
Replay Webcast Link:
https://www.webcaster4.com/Webcast/Page/2928/47683
About the Company
Kingsway is a holding company that owns or controls subsidiaries
primarily in the extended warranty and business services
industries. The common shares of Kingsway are listed on the New
York Stock Exchange under the trading symbol "KFS".
The Company serves the extended warranty industry through its
operating subsidiaries IWS (iwsgroup.com), Penn Warranty
(pennwarranty.com), Preferred Warranties (preferredwarranties.com)
and Trinity Warranty Solutions (trinitywarranty.com).
The Company serves the business services industry through its
operating subsidiaries CSuite (csuitefinancialpartners.com), Ravix
(ravixgroup.com) and Secure Nursing Service
(securenursing.com).
Non U.S. GAAP Financial Measure
The Company believes that non-GAAP adjusted EBITDA, when
presented in conjunction with comparable GAAP measures, provides
useful information about the Company's operating results and
enhances the overall ability to assess the Company's financial
performance. The Company uses non-GAAP adjusted EBITDA, together
with other measures of performance under GAAP, to compare the
relative performance of operations in planning, budgeting and
reviewing the performance of its business. Non-GAAP adjusted EBITDA
allow investors to make a more meaningful comparison between the
Company's core business operating results over different periods of
time. The Company believes that non-GAAP adjusted EBITDA, when
viewed with the Company's results under GAAP and the accompanying
reconciliations, provides useful information about the Company's
business without regard to potential distortions. By eliminating
potential differences in results of operations between periods
caused by the factors listed in the attached schedules, the Company
believes that non-GAAP adjusted EBITDA can provide useful
additional basis for comparing the current performance of the
underlying operations being evaluated. Investors should consider
this non-GAAP measure in addition to, not as a substitute for or as
superior to, financial reporting measures prepared in accordance
with GAAP. Investors are encouraged to review the Company's
financial results prepared in accordance with GAAP to understand
the Company's performance taking into account all relevant
factors.
Forward-Looking Statements
This press release and/or Shareholder Letter may include
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that are not historical facts, and involve
risks and uncertainties that could cause actual results to differ
materially from those expected and projected. Words such as
"expects," "believes," "anticipates," "intends," "estimates,"
"seeks" and variations and similar words and expressions are
intended to identify such forward-looking statements; however, the
absence of any such words does not mean that a statement is a not a
forward-looking statement. Such forward-looking statements relate
to future events or future performance, but reflect Kingsway
management's current beliefs, based on information currently
available. A number of factors could cause actual events,
performance or results to differ materially from the events,
performance and results discussed in the forward-looking
statements. For information identifying important factors that
could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the
section entitled "Risk Factors" in the Company's 2022 Annual Report
on Form 10-K and subsequent Form 10-Qs and Form 8-Ks filed with the
Securities and Exchange Commission. Except as expressly required by
applicable securities law, the Company disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or
otherwise.
Additional Information
Additional information about Kingsway, including a copy of its
Annual Reports can be accessed on the EDGAR section of the U.S.
Securities and Exchange Commission's website at www.sec.gov, on the
Canadian Securities Administrators' website at www.sedar.com, or
through the Company's website at www.kingsway-financial.com.
Kingsway Financial Services Inc.
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Adjusted
EBITDA
(in thousands)
(UNAUDITED)
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
12/31/2022
|
|
|
12/31/2022
|
|
|
9/30/2022
|
|
|
6/30/2022
|
|
|
3/31/2022
|
GAAP Net Income
(Loss)
|
|
$
|
15,065
|
|
|
$
|
(17,339)
|
|
|
$
|
37,273
|
|
|
$
|
(2,365)
|
|
|
$
|
(2,504)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
operations
|
|
|
15,067
|
|
|
|
15,678
|
|
|
|
1,670
|
|
|
|
(786)
|
|
|
|
(1,495)
|
Gain on sale of PWSC
(1)
|
|
|
(26,447)
|
|
|
|
-
|
|
|
|
(26,447)
|
|
|
|
-
|
|
|
|
-
|
Changes in fair value;
realized gains/losses (2)
|
|
|
(10,649)
|
|
|
|
(1,249)
|
|
|
|
(13,914)
|
|
|
|
2,479
|
|
|
|
2,035
|
Employee related
expenses (3)
|
|
|
2,653
|
|
|
|
670
|
|
|
|
321
|
|
|
|
507
|
|
|
|
1,155
|
Other items
(4)
|
|
|
1,172
|
|
|
|
1,532
|
|
|
|
184
|
|
|
|
86
|
|
|
|
(630)
|
Depreciation,
amortization, tax and interest
expense
|
|
|
13,305
|
|
|
|
4,053
|
|
|
|
3,573
|
|
|
|
3,218
|
|
|
|
2,461
|
Total Non-GAAP
Adjustments
|
|
|
(4,899)
|
|
|
|
20,684
|
|
|
|
(34,613)
|
|
|
|
5,504
|
|
|
|
3,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Adjusted
EBITDA (6)
|
|
$
|
10,166
|
|
|
$
|
3,345
|
|
|
$
|
2,660
|
|
|
$
|
3,139
|
|
|
$
|
1,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Includes reduction
due to IWS change in
estimate (7)
|
|
$
|
944
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
944
|
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
12/31/2021
|
|
|
12/31/2021
|
|
|
9/30/2021
|
|
|
6/30/2021
|
|
|
3/31/2021
|
GAAP Net Income
(Loss)
|
|
$
|
1,860
|
|
|
$
|
1,443
|
|
|
$
|
(226)
|
|
|
$
|
(256)
|
|
|
$
|
899
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued
operations
|
|
|
(4,573)
|
|
|
|
(1,755)
|
|
|
|
(1,066)
|
|
|
|
(524)
|
|
|
|
(1,228)
|
Changes in fair value;
realized gains/losses (2)
|
|
|
907
|
|
|
|
412
|
|
|
|
(857)
|
|
|
|
(20)
|
|
|
|
1,372
|
Employee related
expenses (3)
|
|
|
3,859
|
|
|
|
692
|
|
|
|
574
|
|
|
|
735
|
|
|
|
1,858
|
Other items
(4)
|
|
|
208
|
|
|
|
300
|
|
|
|
209
|
|
|
|
-
|
|
|
|
(301)
|
PPP forgiveness
(5)
|
|
|
(2,494)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,494)
|
Depreciation,
amortization, tax and interest
expense
|
|
|
7,376
|
|
|
|
2,538
|
|
|
|
1,518
|
|
|
|
1,731
|
|
|
|
1,589
|
Total Non-GAAP
Adjustments
|
|
|
5,283
|
|
|
|
2,187
|
|
|
|
378
|
|
|
|
1,922
|
|
|
|
796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Adjusted
EBITDA (6)
|
|
$
|
7,143
|
|
|
$
|
3,630
|
|
|
$
|
152
|
|
|
$
|
1,666
|
|
|
$
|
1,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Includes reduction
due to PWI final
purchase accounting (7)
|
|
$
|
1,857
|
|
|
$
|
-
|
|
|
$
|
1,857
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
(1)
|
Gain on sale of PWSC,
net of transaction expenses that are included in consolidated
operating expenses, as well as income taxes associated with the
sale. The Company estimates that had the gain not occurred, the
Company would have recorded a tax benefit; therefore taxes of $6.1
million are included in this line item.
|
(2)
|
Includes realized and
unrealized gains and losses on non-core investments; change in the
fair value of subordinated debt (net of the portion of the change
attributable to instrument-specific credit risk); unrealized gain
on the change in fair value of the trust preferred security
options; and change in the fair value of the Ravix earn-out
(changes in fair value recorded as other income or
expense).
|
(3)
|
Employee related
expenses includes charges relating to severance and consulting
agreements pertaining to former key employees; and non-cash expense
arising from the grant and modification of stock-based awards to
employees.
|
|
|
(4)
|
Other items includes:
legal expenses associated with the Company's defense against
significant litigation matters; acquisition-related expenses;
expense relating to the settlement of all remaining Amigo claims;
other non-recurring items; and net expense incurred as a result of
legal settlement reached with DGI in Q1 2021.
|
(5)
|
Given the non-recurring
nature of the PPP forgiveness benefit, the Company concluded this
should be excluded from non-GAAP adjusted EBITDA.
|
(6)
|
Includes the results of
PWSC through the date of sale (end of July 2022).
|
(7)
|
The three months ended
3/31/2022 include a non-cash net charge of $0.9 million relating to
change in estimate in accounting for IWS deferred revenue and
deferred contract costs associated with vehicle service contract
administration fees. The three months ended 9/30/2021 include a
$1.9 million non-cash, cumulative reduction to service fee and
commission revenue relating to the finalization of the PWI purchase
accounting.
|
Kingsway Financial Services Inc.
Reconciliation of Extended Warranty Segment Operating Income to
Non-GAAP Adjusted EBITDA
and Pro Forma Non-GAAP Adjusted EBITDA
(in thousands)
(UNAUDITED)
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
12/31/2022
|
|
|
12/31/2022
|
|
|
9/30/2022
|
|
|
6/30/2022
|
|
|
3/31/2022
|
GAAP Operating
Income for Extended
Warranty segment
|
|
$
|
9,879
|
|
|
$
|
2,759
|
|
|
$
|
2,461
|
|
|
$
|
2,936
|
|
|
$
|
1,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income
(1)
|
|
|
510
|
|
|
|
193
|
|
|
|
145
|
|
|
|
96
|
|
|
|
76
|
Gain (loss) on sale of
core investments (2)
|
|
|
(45)
|
|
|
|
(23)
|
|
|
|
(2)
|
|
|
|
(16)
|
|
|
|
(4)
|
Depreciation
|
|
|
292
|
|
|
|
61
|
|
|
|
70
|
|
|
|
87
|
|
|
|
74
|
Total Non-GAAP
Adjustments
|
|
|
757
|
|
|
|
231
|
|
|
|
213
|
|
|
|
167
|
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted
EBITDA for Extended
Warranty segment
|
|
$
|
10,636
|
|
|
$
|
2,990
|
|
|
$
|
2,674
|
|
|
$
|
3,103
|
|
|
$
|
1,869
|
PWSC operating
(income) loss (3)
|
|
|
(888)
|
|
|
|
-
|
|
|
|
147
|
|
|
|
(737)
|
|
|
|
(298)
|
PWSC depreciation
(3)
|
|
|
(44)
|
|
|
|
-
|
|
|
|
(8)
|
|
|
|
(25)
|
|
|
|
(11)
|
Pro forma Non-GAAP
adjusted EBITDA for
Extended Warranty segment
|
|
$
|
9,704
|
|
|
$
|
2,990
|
|
|
$
|
2,813
|
|
|
$
|
2,341
|
|
|
$
|
1,560
|
Includes reduction
due to IWS change in estimate
(4)
|
|
$
|
944
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
944
|
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
12/31/2021
|
|
|
12/31/2021
|
|
|
9/30/2021
|
|
|
6/30/2021
|
|
|
3/31/2021
|
GAAP Operating
Income for Extended
Warranty segment
|
|
$
|
12,636
|
|
|
$
|
3,326
|
|
|
$
|
1,400
|
|
|
$
|
2,600
|
|
|
$
|
5,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income
(1)
|
|
|
203
|
|
|
|
52
|
|
|
|
66
|
|
|
|
42
|
|
|
|
43
|
Gain (loss) on sale of
core investments (2)
|
|
|
14
|
|
|
|
19
|
|
|
|
(18)
|
|
|
|
1
|
|
|
|
12
|
PPP forgiveness
(5)
|
|
|
(2,183)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,183)
|
Depreciation
|
|
|
215
|
|
|
|
95
|
|
|
|
55
|
|
|
|
53
|
|
|
|
12
|
Total Non-GAAP
Adjustments
|
|
|
(1,751)
|
|
|
|
166
|
|
|
|
103
|
|
|
|
96
|
|
|
|
(2,116)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted
EBITDA for Extended
Warranty segment
|
|
$
|
10,885
|
|
|
$
|
3,492
|
|
|
$
|
1,503
|
|
|
$
|
2,696
|
|
|
$
|
3,194
|
PWSC operating income
(3)
|
|
|
(1,958)
|
|
|
|
(552)
|
|
|
|
(503)
|
|
|
|
(500)
|
|
|
|
(403)
|
PWSC depreciation
(3)
|
|
|
(38)
|
|
|
|
(11)
|
|
|
|
(7)
|
|
|
|
(8)
|
|
|
|
(12)
|
Pro forma Non-GAAP
adjusted EBITDA for
Extended Warranty segment
|
|
$
|
8,889
|
|
|
$
|
2,929
|
|
|
$
|
993
|
|
|
$
|
2,188
|
|
|
$
|
2,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Includes reduction
due to PWI final purchase
accounting (4)
|
|
|
|
$
|
|
1,857
|
|
|
|
|
|
$
|
|
-
|
|
|
|
|
|
$
|
|
1,857
|
|
|
|
|
|
$
|
|
-
|
|
|
|
|
|
|
$
|
|
-
|
|
|
(1)
|
Investment income
arising as part of Extended Warranty segment's minimum holding
requirements
|
|
|
(2)
|
Realized Gains (losses)
resulting from investments held in trust as part of Extended
Warranty segment's minimum holding requirements
|
|
|
(3)
|
Amounts relating to the
sale of PWSC (end of July 2022) in order to remove PWSC from all
periods presented.
|
|
|
(4)
|
The three months ended
3/31/2022 include a non-cash net charge of $0.9 million relating to
change in estimate in accounting for IWS deferred revenue and
deferred contract costs associated with vehicle service contract
administration fees. The three months ended 9/30/2021 include
a $1.9 million non-cash, current period cumulative reduction to
service fee and commission revenue relating to the finalization of
the PWI purchase accounting.
|
|
|
(5)
|
Given the non-recurring
nature of the PPP forgiveness benefit, the Company has concluded
this should be excluded from non-GAAP adjusted EBITDA and pro forma
non-GAAP EBITDA.
|
Kingsway Financial Services Inc.
Reconciliation of KSX Segment Operating Income to Non-GAAP Adjusted
EBITDA
(in thousands)
(UNAUDITED)
|
|
Twelve
Months
Ended
|
|
|
For the Three Months
Ended
|
|
|
|
12/31/2022
|
|
|
12/31/2022
|
|
|
9/30/2022
|
|
|
6/30/2022
|
|
|
3/31/2022
|
|
GAAP Operating
Income for KSX segment
|
|
$
|
3,548
|
|
|
$
|
1,126
|
|
|
$
|
723
|
|
|
$
|
893
|
|
|
$
|
806
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee costs
(1)
|
|
|
235
|
|
|
|
70
|
|
|
|
55
|
|
|
|
55
|
|
|
|
55
|
|
Total Non-GAAP
Adjustments
|
|
|
235
|
|
|
|
70
|
|
|
|
55
|
|
|
|
55
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjusted
EBITDA for KSX segment
|
|
$
|
3,783
|
|
|
$
|
1,196
|
|
|
$
|
778
|
|
|
$
|
948
|
|
|
$
|
861
|
|
|
|
Three
Months
Ended
|
|
|
|
12/31/2021
|
|
GAAP Operating
Income for KSX segment
|
|
$
|
484
|
|
|
|
|
|
|
Non-GAAP
Adjustments:
|
|
|
|
|
Employee costs
(1)
|
|
|
71
|
|
Total Non-GAAP
Adjustments
|
|
|
71
|
|
|
|
|
|
|
Non-GAAP adjusted
EBITDA for KSX segment
|
|
$
|
555
|
|
|
|
(1)
|
Costs associated with
employees assisting during a transition period and are not expected
to be replaced once transition period has ended (approximately one
year from acquisition date).
|
|
|
View original
content:https://www.prnewswire.com/news-releases/kingsway-reports-full-year-2022-financial-results-301766185.html
SOURCE Kingsway Financial Services Inc.