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Now I would like to turn the call over to J. T. Fitzgerald, CEO of Kingsway. JT, please proceed. Thank you, Paul. Good afternoon, everyone, and welcome to the Kingsway earnings call for Q1 twenty twenty five. To our knowledge, Kingsway is the only public publicly traded U. S. Company employing the search fund model to acquire and build great businesses. We own and operate a diversified collection of high quality services companies with great growth prospects. Generate recurring revenue that are asset light and profitable. Our goal is to compound long term shareholder value on a per share basis, and we believe our business can scale due to our decentralized management model and our talented team of operator CEOs. Also continue to benefit from significant tax assets that enhance our returns. In short, Kingsway is uniquely positioned to capitalize on the search fund model at scale within a tax efficient public company framework. Since the start of the year, we've made meaningful progress in advancing our long term growth strategy. In March, we completed the acquisition of privately held MLC Plumbing, known locally as Bud's Plumbing. A 100 Plus Year Old Residential And Commercial Service And Repair Business Based In Evansville, Indiana.
12m 42s
The transaction was executed through our newly formed platform Kingsway Skilled Trades, which was created to cap capitalize on the large and fragmented universe of high quality trade services businesses across North America. BUDS plumbing exemplifies the type of high quality cash generative business we seek to bring into the Kingsway family. We acquired it for $5,000,000 plus transaction expenses and small working capital adjustment. The acquisition was funded with cash on hand and a $1.25 seller note. We're pleased to report that one of our operators in residence, Rob Casper, has assumed the role of CEO of Kingsway Skilled Trades while BUD's previous owner, Mark Korn, is staying on as President of BUD's for a one year transition period. The addition of BUDS plumbing contributes approximately 800,000 annual adjusted EBITDA to our KSX segment, on a run rate basis. More recently, one of our wholly owned subsidiaries, SPI Software, acquired View Point, a leading cloud native timeshare software provider focused on the vacation ownership market. Headquartered in Mount Waverley, Australia, Viewpoint strengthens SPI Software's leadership in the vacation ownership software market and expands its ability to to deliver innovative cloud based solutions to an even broader client base. This acquisition marks the second company added to our vertical market solutions software platform.
14m 14s
It represents a strong strategic fit given the complementary nature of SPI and View Point's offerings. And both organizations share a deep commitment to exceptional customer relationships and support. By bringing these two organizations together, we aim to accelerate their joint product roadmap and unlock new opportunities for geographic and market expansion. The Viewpoint acquisition adds over $1,000,000 of unaudited annual recurring revenue and approximately $200,000 of unaudited EBITDA to our KSX segment. On a run rate basis. The acquisition was funded with cash on hand at SPI. On a combined basis, SPI Software and Viewpoint have ARR of approaching $5,000,000 double digit EBITDA margins have achieved rule of 40 status. Our operator CEO, Drew Richard, who is the President of SPI Software, is building a wonderful business we think he's just getting started. We're excited for what the future holds for both SPI Software and Viewpoint. Both the BUDS plumbing and Viewpoint acquisitions enhance our KSX [indiscernible] and provide additional levers for growth long term value creation. We also took steps to strengthen our leadership in corporate governance During the quarter, we appointed two new independent directors to Kingsway's Board. Adam Petinkin and Josh Horowitz. Adam is the founder and managing partner of David Capital Partners, and brings deep investment expertise as well as board experience with a high growth private enterprise software company.
15m 45s
Josh is a managing director at Palm Management with over twenty three years of experience in portfolio management and public company board service. Both individuals have a wealth of investment and operational experience that aligns well with search accelerator strategy. We believe their addition to the Board strengthens our oversight as we continue to scale Kingsway and unlock long term shareholder value. Turning to our business performance. We are encouraged by the results across both KSX extended warranty. As a reminder, the first quarter is seasonally weakest quarter of the year for a number of our operating subsidiaries. So we would expect to see some benefit from seasonality as we move past Q1. In KSX, revenue and adjusted EBITDA each grew 23% year on year. More importantly, however, many of our KSX businesses have built a strong foundation to accelerate growth on both the top line and bottom line. This is the classic J curve of search. Post acquisition, there's an investment period as a new operator, invests in the business, hiring great people, and building the infrastructure to allow the business to scale. The company then reaches an inflection point, the strategic initiatives kick kick in, the investment pays off and growth accelerates.
17m 6s
For businesses like SNS and Image Solutions, it feels like that inflection point is getting awfully close. This makes me optimistic for the KSX growth path going forward. We also saw encouraging signs and extended warranty. After two challenging years marked by industry headwinds and cyclical pressures, extended warranty appears to be entering a more favorable phase of recovery. Cash sales have returned to growth and were up 3.7% over the prior year and up 9.3% sequentially. Modified cash EBITDA, a commonly used metric in the warranty industry that more closely tracks the cash flow of warranty businesses, showed strong improvement. Trailing twelve months modified cash EBITDA and extended warranty was 11.7% higher at the end of Q1 twenty twenty five relative to the end of Q1 twenty twenty four. While it's still early days in the recovery, the fact that Kingsway's extended warranty segment has not just stabilized, is now returning to top line growth is welcome news. As of quarter end, our trailing twelve month adjusted run rate EBITDA for the businesses we own including the pro form a contributions of recent acquisitions, stands at approximately $18,000,000 to $19,000,000 This figure is intended to illustrate the earnings power of our current portfolio on a twelve month trailing basis and is not meant as forward looking guidance.
18m 31s
Overall, we're encouraged by the momentum we're seeing in both KSX and extended warranty, and we remain focused on driving growth and profitability. With that, I'll now turn the call over to Kent for a closer look at our first quarter financial performance.
18m 47s
Thank you, JT, and good afternoon, everyone.
18m 51s
For the first quarter, consolidated revenue was 28,300,000.0 an increase of 8.4% compared to $26,200,000 in the first quarter of twenty twenty four. This growth was driven by our Kingsway search accelerated Accelerator segment. Consolidated adjusted EBITDA declined $800,000 versus the prior year quarter, reflecting lower profitability in our extended warranty segment and higher holdcoat costs, primarily related to M and A expenses. Partly offset by improved results at KSX. Breaking down performance by segment, In KSX, results were in line with our expectations. Revenue was $11,700,000 in the first quarter up 23.3% compared to to $9,500,000 in the same period last year. Adjusted EBITDA for KSX was 1,900,000.0 an increase of 23.3% year over year. I'll now provide a bit more detail on each of our KSX operating companies. Other than SPI software, which has already been discussed. Revix and C Suite, which are operated by Common Management and provide outsourced finance and CFO services, experienced a small year over year decline in revenue, and a small year over year increase in adjusted EBITDA. We continue to be impressed by operators CEO Timmy Oka and believe there is opportunity for both organic and inorganic growth in this business. At SNS, our nurse staffing business, revenue grew by 7.5% underpinned by a significant increase in travel nurse shifts that we believe is sustainable.
20m 31s
While adjusted EBITDA declined slightly year over year, we are encouraged by the improving revenue momentum and our view is that operating leverage is not far behind. After a challenging period for nurse staffing businesses over the last couple of years, believe SNS has positioned itself for growth and is on the road to a significant recovery.
20m 55s
DDI, our cardiac monitoring services provider, also delivered solid results. Revenue increased 10.9% year over year in Q1 driven by the successful addition of new customers. Adjusted EBITDA for DDI trailed the prior year quarter modestly, as the company has been investing in additional talent and infrastructure to support future growth. We view these investments as positioning DDI to scale efficiently as demand increases. Finally, our results quarter benefited from the inclusion of two businesses that were not in our portfolio a year ago. Image Solutions and Buzz Plumbing. The contributions from these recent acquisitions strengthen our platform and expand our capabilities in both technology enabled services, through Image Solutions and skilled trades through Buzz. We see meaningful potential for these for both of these businesses. Turning now to our extended warranty segment. First quarter revenue was essentially flat at 16,700,000.0 compared to the first quarter of twenty twenty four. While top line growth was unchanged, it is important to note that cash sales a leading indicator for future revenue, increased 3.7% year over year in Q1 and were up 9.3% sequentially from from year end. This uptick in cash sales reflects healthy underlying consumer demand for our warranty products.
22m 22s
Extended warranty adjusted EBITDA for the first quarter of twenty twenty five was 800,000, as compared to $1,400,000 in the year ago quarter. Despite the dip in reported adjusted EBITDA, we are encouraged by the momentum building in the extended warranty segment. As JT mentioned, the segment has returned to growth in cash sales, and trailing twelve month modified cash EBITDA was 11 was up 11.7% year over year. As mentioned, modified cash EBITDA is a commonly used metric to evaluate the performance of warranty businesses as it more closely tracks the cash flows of the business. The recent healthy growth in this metric gives us confidence that GAAP earnings should rebound over time as deferred revenue from cash sales is recognized over future periods. In short, the extended warranty segment remains profitable cash generative, and positioned for future success. Let's briefly turn now to these three extended warranty businesses. IWS, our credit union focused auto warranty business, had a strong first quarter with cash sales up more than 20% year over year. While adjusted EBITDA declined year over year, revenue was up and modified cash EBITDA was flat. Mainly due to higher claims and operating expenses in the quarter than a year ago.
23m 46s
IWS has been proactively adjusting to mitigate higher claims inflation, although over the last few years, and we expect the combination of strong cash sales and pricing action to benefit IWS' earnings over time. Next is PWI and Penn, our dealer focused auto warranty businesses. Both revenue and adjusted EBITDA were down year over year in the first quarter as a decline in earned premiums and higher operating expenses offset the benefit of lower claims incurred. But modified cash EBITDA actually increased in the quarter. At quarter end, we appointed Robbie Humble as the new President and CEO of PWI and Pet. Excuse me, of PWI and Pen. Robbie brings deep industry experience and a strong leadership track record. Notably, his background and incentives are aligned more closely with our KSX approach. In the handful of weeks he's been at the helm, Robbie has already attracted new leadership talent to the business. We are confident that under his direction, PWI and Penn will be reinvigorated to drive growth and improve results. Lastly, at Trinity, our mechanical equipment warranty and maintenance business, revenue was up in the first quarter but this was outweighed by higher expenses in the seasonally low quarter for this business.
25m 4s
About a year ago, we brought in a new sales leader for the maintenance business, we are now seeing positive momentum. The team at Trinity is focused on improving the sales mix and managing costs. And we remain confident in the prospects for this business. Having recapped each of the businesses, let's now turn to the balance sheet and capital structure. In February, we completed a $6,000,000 private placement issuing 240,000 shares of a new Class C convertible preferred stock. This capital raise provided the funds necessary to execute the Plumbing acquisition. Then in March, at the closing of the Buds deal, we financed the portion of the purchase with a $1,250,000 seller note to the former owner. That note is recorded as a note payable on our 03/31/2025 balance sheet. As of 03/31/2025, we held $6,400,000 in cash and cash equivalents, equivalents, up from $5,500,000 at year end. Total debt was $59,500,000 at quarter end, compared to $57,500,000 as of 12/31/2024. This slight increase in debt primarily reflects the addition of Bud's Plumbing Seller Note, as well as an increase of the Ravix debt as we refinanced that debt and use the proceeds to pay off the original acquisition earn out in full.
26m 27s
Our debt consists of $45,000,000 in bank loans, dollars 1,100,000.0 in notes payable, the seller note, which is held at fair value, and $13,400,000 in subordinated debt. Net debt or debt minus cash, at quarter end was 53,100,000.0 up slightly from $52,000,000 at year end. Let me now turn things back over to JT for a few final thoughts before we open the line for questions. JT?
26m 53s
Thanks, Ken. Before we go to Q and A, I just want to reiterate our excitement about the progress we're making. The addition of Bud's Plumbing and Viewpoint, the continued build out of KSX and the positive sales momentum and extended warranty all reinforce our conviction in our strategy. Our deal pipeline is robust, in fact the most active it has ever been, which is reflected in the fact that we've already executed two deals in the first four months of the year. I'm excited for what the rest of 2025 holds in store for Kingsway. Finally, we'd like to remind everyone that we are hosting our Annual Investor Day on Monday, May 19, at the New York Stock Exchange. We look forward to spending time with many of you while through the building blocks of our strategy and introducing some of the leaders driving execution across our portfolio. In late breaking news, I'm excited to report that Tom Joyce, the former CEO of Danaher, and a member of our KSX advisory board, will be joining us on the nineteenth for a fireside chat.
27m 55s
If you haven't already RSVP'd, please reach out to James Carbonara at jameshayden, H A Y D E N, ir dot com. The event will also be webcast if you can't participate in person.
28m 10s
I'll now turn the call back over to Paul to open the line for any questions.
28m 16s
Thank you. At this time, we will be conducting a question and answer session. And there were no questions from the lines. I'd now like to hand the call over to James Carbonara, for some e mail questions.
28m 57s
Thank you, operator. Yes, a handful of questions did come in via email. The first one is the Viewpoint acquisition seems interesting. Could you please provide any color on how the transaction came about and why it might make sense strategically?
29m 16s
Yes, sure. How it came about, it was sourced by Drew at SPI. He developed a relationship with the company. And it's former owners and advanced the conversation. And in I think, probably middle of the fourth quarter last year, In terms of why it makes sense strategically, I think you've got to break it down, kind of look at it based on product, customer profile, and geography. And so just sort of to set the table, SPI is a hosted and on prem software solution for enterprise customers predominantly in North America. And Viewpoint very differently is a cloud native software with smaller customers, single location in many cases, resort operators in Asia Pacific and Australia. And so when Drew was evaluating his strategy, there's a large segment in North America of smaller single location property resort managers. Who are looking for cloud native software solution. And looking sort of to expand geographically, envied the Asia Pacific region and Australia for larger enterprise clients. So the combination of these two businesses solves a couple of problems. One, it gives Drew a cloud native software solution for a segment that he was going after in North America without having to rewrite or write all that code.
30m 58s
And it also gives him access to a new geography for his enterprise solution. So we think it really makes a lot of sense.
31m 9s
Thank you. The next question is, can you please explain what you mean by the J curve? With search acquisitions and how it works in practice?
31m 20s
Yeah. I spoke to it a little bit in prepared remarks. I think that the J curve would be just sort of the shape of performance curve over time. And typically in a search fund acquisition, there's an element of bringing in, upgrading talent professionalizing their processes, investing in technology, to get the business in a position to grow. And that always has a negative impact on profitability in the first several quarters. I'd also say that there's probably a bit of a J curve on, sort of the operator. And I'm trying to paint a picture. We've talked about this in the past. If you had on the vertical axis performance and on the horizontal axis time, and you took two different two different graphs, one with kind of an experienced operator that would sort of go up into the right at a modest slope. But if you have like a very high attribute inexperienced operator, their performance because they don't they're going make mistakes and things, it will lag experienced operator for a period time. But those two curves cross in my experience, somewhere around two to three years. And the high attribute operator outperforms thereafter over time.
32m 48s
And so the search J curve is really two things. One is the impact on the company from investing in in growth and the other is the sort of experience curve of the operator. High attribute operator. And so what that all means is that it requires patience before value creation is evident. So we're certainly seeing that at DDI and had that at Ravix with SNS, all of our businesses, Image Solutions as well as probably in the early stages of its J curve. But we have confidence in the attributes of the operator and the investments they're making in future growth.
33m 31s
Thank you.
33m 33s
The next question is, you mentioned a robust deal pipeline. Can you share more about what you're seeing with respect to search M and A?
33m 44s
Yeah. Look, we have three OIRs right now that are all at full stride, right? They've been doing it a long time. And so they are very good at building their M and A pipelines. And so we're really excited about where they are in their gestation period, if you will. And then we also have a couple of platforms that are looking for bolt ons. I think Skilled Trades was formed specifically for doing transactions with a more experienced and high attribute operator. We just did an acquisition within VMS. And there are cutmium. You think about other businesses own that have been operating for a while where that high attribute entrepreneur has now got experience. In a fragmented market. They're There are also lots of opportunities for tuck in acquisitions there. So yeah, we're very excited.
34m 44s
Thank you. The next question states, can you speak to the reasoning for the owner of BUDS staying on as president, for a one year transition period? Could we see that replicated past owner staying on for years President with future acquisitions?
35m 1s
Yes, I would say in search, that's very typical and actually desirable. If you think about the analogy of kind of a horse racing analogy since we just had the Kentucky Derby The industry is the track, the business is the horse, and the entrepreneur is the jockey. It's really helpful to have someone riding alongside that jockey for their first sort of lap around the track. And so that transition period, transitioning customer relationships, the transfer of all of that institutional knowledge in that in that organization, very valuable. So we're really grateful when owners want hand over their baby, their legacy to a young entrepreneur and work with them over a long transition period. It's just really a win win. [indiscernible] that we would see that on future acquisitions.
35m 57s
Terrific. And the last question we have is, with vertical market solutions, and now skilled trades, you have a couple of platforms Are there any other industries you might target for platforms?
36m 12s
Yeah, so it's an interesting question. It's a good question. What is a platform for For us, we sort of evaluate different industries We have like an internal CAM board We think game selection is very important and we sort of bifurcate our game board into two different sort of types, taxonomies of industries. One is power law and those are like high organic growth businesses. And the other is Rule of 10 which are maybe lower organic growth industry higher level of recurring revenue, and very fragmented. And so the rule of 10 type industries would be places where we would think would make attractive platforms, where most of the growth might come from acquisition, inorganic growth. And so there are a lot of interesting industries that could be compelling places to build a platform. Some that come to mind insurance brokerage, wealth management RIA, accounting services. We sort of own a platform platform there already. We don't call it that. And the key there is that it's got to be a great industry that would support growth via acquisition, but also operator fit, right? That it's got to be an industry where one of our OARs is really keenly interested in spending their life.
37m 45s
Excellent.
37m 47s
Thank you, JT. And Paul, that was the last question that we had coming in on email. I'll throw it back to you to close out the call.
37m 56s
Thank you. And there were no other questions from the lines either. And that does conclude today's conference. And you may disconnect your lines at this time.
38m 4s
Thank you for your participation.
Key Insights
Kingsway completed two strategic acquisitions in Q1 2025: Bud's Plumbing (adding ~$800K annual adjusted EBITDA) and Viewpoint (adding >$1M ARR and ~$200K EBITDA), strengthening its KSX segment and expanding into skilled trades and cloud-based software.
KSX segment revenue and adjusted EBITDA both grew 23% year-over-year, with several businesses nearing an inflection point for accelerated growth; SPI Software and Viewpoint combined now approach $5M ARR with double-digit EBITDA margins.
Extended warranty segment showed signs of recovery: cash sales up 3.7% YoY and 9.3% sequentially, with trailing twelve-month modified cash EBITDA up 11.7% YoY, indicating a return to top-line growth after industry headwinds.
Consolidated Q1 revenue was $28.3M (+8.4% YoY), but adjusted EBITDA declined by $800K due to lower extended warranty profitability and higher M&A costs; trailing twelve-month adjusted run rate EBITDA for the portfolio is ~$18M–$19M (not forward guidance).
Balance sheet remains stable post-acquisitions: $6.4M cash, $59.5M total debt, and net debt of $53.1M at quarter end; robust M&A pipeline with more platform opportunities being evaluated in industries like insurance brokerage, wealth management, and accounting services.
