I will now turn the conference over to your host, James Carbonara, with Hayden IR. You may begin.
Thank you, operator, and welcome once again to Kingsway's conference call to discuss the acquisition of Image Solutions, LLC. With me on the call are J.T. Fitzgerald, Chief Executive Officer, Kent Hansen, Chief Financial Officer, and Davide Zanchi, the incoming CEO of Image Solutions, LLC. Before we begin, I want to remind everyone that today's conference call may contain forward-looking statements. Forward-looking statements include statements regarding the future, including expected revenue, operating margins, expenses, and future business outlook. Actual results or trends could differ materially from those contemplated by those forward-looking statements. For discussion of such risks and uncertainties, which could cause actual results to differ from those expressed or implied in the forward-looking statements, please see risk factors detailed in the company's annual report on Form 10-K, as well as other reports that the company files from time to time with the Securities and Exchange Commission.
Please note, too, that today's call may include the use of non-GAAP metrics that management utilizes to analyze the company's performance. A reconciliation of such non-GAAP metrics to the most comparable GAAP metrics is available in our periodic filings with the SEC. Now, I'd like to turn the call over to J.T. Fitzgerald, CEO of Kingsway. J.T., please proceed.
Thanks, James, and welcome everyone to the call. As we disclosed in a press release roughly two weeks ago, we purchased Image Solutions, LLC, for $19.5 million, plus transaction expenses and a small working capital adjustment, in an all-cash transaction funded with cash and a $7.7 million debt facility. We will talk more about the transaction during this call and provide investors with an opportunity to ask questions about the transaction. We're in the process of closing our third quarter, and we will defer any questions about the financial results for the quarter to a subsequent conference call, so moving to the acquisition. We're excited to announce Image Solutions as our sixth acquisition in the growing Kingsway Search Xcelerator portfolio.
As you know, the KSX segment is focused on acquiring service businesses with between one and three million of EBITDA that satisfy our investment screening criteria. Specifically, acquisitions must be within an industry with long-term secular growth trends, with strong recurring customer relationships, high margins, and an asset-light business model. Image Solutions demonstrates each of these characteristics. Since its founding in two thousand and three, the business has grown through exceptional service to serve over eight hundred small and mid-sized businesses in the Southeast region. We are fortunate to partner in this acquisition with Davide Zanchi, who joined Kingsway last year as an Operator in Residence and has now transitioned to the role of CEO with Image Solutions. I'll now turn the call over to Kent for a review of the financial details, and then we'll ask Davide to share more about the business and the opportunities he sees. Kent?
Thanks, J.T. For the twelve months ended June thirtieth, 2024, Image Solutions reported $9.8 million in unaudited revenue and approximately $3.1 million in unaudited adjusted EBITDA. Based on our purchase price of $19.5 million, the valuation represents approximately 2.3 times revenue and approximately 6.3 times adjusted EBITDA. The business has delivered EBITDA margins in excess of 30% in each of the last two years and demonstrates strong cash generation with limited capital expenditure or working capital needs. We acquired Image Solutions in an all-cash transaction comprised of $11.4 million in cash and $7.75 million in debt financing, for a total of $19.5 million.
The $11.4 million came primarily from the issuance of Class B Preferred Stock, proceeds from drawing on the existing KWH loan, and cash on hand. On September twenty-fourth, Kingsway issued and sold to accredited investors 330,000 shares of newly created Class B Preferred Stock with a liquidation preference of $20-$25 per share, for total proceeds of $8.25 million. The shares of Class B Preferred Stock were offered and sold without registration under the Securities Act of 1933. The issue had strong participation from members of our board, management, and the KSX Advisory Board. Key terms of the issuance include a fixed cumulative preferred cash dividend of 8%, conversion price of $9.50 per share, and redeemable by Kingsway on September twenty-fourth, 2031, for the price of $25 per share.
Refer to the 8-K we filed on September twenty-seventh with the Securities and Exchange Commission for further details of the issuance. Kingsway also chose to draw $4 million on its existing KWH loan, that's the loan secured by our extended warranty companies, in mid-September, which consisted of $500,000 on the revolver and $3.5 million on the delayed draw term loan. The revolver is now fully drawn, and there is $500,000 unused on the delayed draw term loan. The $7.75 million of debt financing was provided by Avidbank in the form of a term loan priced at prime plus 50 basis points, with a floor of 7.25%. The term of the loan is six years with a graduated amortization schedule and is non-recourse to Kingsway.
I'll now turn the call over to Davide for more details about the company and the industry.
Thank you, Kent. I'm pleased to have the opportunity to speak with you today and share additional context on how we sourced and evaluated Image Solutions. I'm happy to talk about the last three weeks since closing the transaction in the wake of the Hurricane Helene and also dive into the bright opportunity I see ahead for this great business. The company is headquartered in North Carolina. It's a provider of IT managed services. It was founded in 2003 by a veteran in the IT equipment sales industry, and initially served as a distributor of IT equipment to hospitals and small businesses in Western North Carolina. Since 2010, Image Solutions has expanded its offerings and now operates three business units: equipment, sales, service, and help desk. Image Solutions is considered one of the largest IT service providers in Western North Carolina.
They provide comprehensive IT services for both hardware and software to over 800 active accounts in the Southeast. But let me talk a little bit about the sourcing. In early twenty twenty-four, I began an industry sprint focused on IT managed service providers. This highly fragmented and growing industry aligned well with Kingsway target investment criteria. It was supported by similar successful transactions in the search fund space that bolster my confidence in this thesis. During this time, I also engaged with many business owners and acquiring operators to evaluate the MSP industry. Image Solutions was subsequently sourced through a sell-side broker process that involved multiple bidders. We believe that several factors contributed to our success.
First, we recognized the strong fundamentals early in the process, specifically focusing on the rapidly growing MSP segment, due to the company's legacy as hardware reseller. Second, Kingsway's unique feature as a public company embracing an operator-driven approach enabled me to build a relationship directly with the seller and position ourselves as an attractive succession alternative. We focus on the industry. Image Solutions operates in the rapidly expanding managed service provider and Hardware-as-a-Service sectors, both expected to see double-digit CAGR over the next decade. MSP services currently contribute about 30% of Image Solutions' revenue, with an impressive average growth rate of 25% year over year for the past three years. As companies increasingly outsource IT management to focus on core operation, MSPs are becoming essential for improving operational efficiency and remaining competitive.
Image Solutions is well positioned to capitalize on this trend, offering not only MSP services, but also comprehensive Hardware-as-a-Service solutions, which provide customer with both the equipment and the ongoing support they need. In the Hardware-as-a-Service model, Image Solutions integrates equipment sales and support into noncancelable three- to five-year contracts, driving steady growth, with hardware sales increasing by about 10% year over year for the past three years. In combination of long-term service agreements and embedded equipment contracts create a reliable recurring revenue model, delivering both stability and predictability. In fact, Image Solutions has only 2% of revenue churn, and has achieved high client retention, building a solid foundation for sustained growth and future expansion.
In an increasingly competitive IT service provider industry, Image Solutions' ability to drive growth and maintain client loyalty positions it as a leader in the market, well-equipped to capture future opportunities. So we talked a bit about the industry, let's focus on the diligence. The first thing that I did, I established credibility with the seller. It was supported by my own industry research and Kingsway support, as an investor, allowing us to transition to diligence and allowed us to appreciate unique service needs and positioning that makes Image Solutions an ideal platform for the KSX portfolio. Image Solutions is a provider, as I said, of IT managed services with an impressive track record, enthusiastic client endorsement, and growing pipeline of new business opportunities. Approximately 80% of Image Solutions' revenue is contractually recurring.
I talked before about the low churn and strong markets with impressive historical organic growth. We're gonna dive into this just in a few minutes. The business operates in a steady, flourishing sector and geography. When we focus on growth and profitability, we focus on the most recent three years from 2021. The business has demonstrated a three-year revenue CAGR of 12% and 20% annual growth rate in the past year. The company has consistently delivered 30% EBITDA margins. Through multiple customer interviews and meeting with key suppliers, we were able to understand how Image Solutions has built a platform into a critical component in their customer operation. Consistently gaining wallet share with new service expansion that further reinforces their profitability. The company historically focused on distributing IT equipment.
However, as the needs of small business customers have evolved, they have implemented first a Hardware-as-a-Service model, as I mentioned, supported by three to five years, non-cancellable, and automatically renewable contracts with around eight hundred customers. But also they offer an IT helpdesk service, which is today the fastest growing service line, with about 25% year-over-year growth rate in the past few years. The solution has grown their customers, demonstrating an exceptionally low churn rate. They were able to retain 98% of their revenue every year over the past few years, and this gives us tremendous confidence in the ability to leverage this platform for future growth.
I know that the closing occurred on the twenty-sixth of September, and the twenty-seventh of September on Friday in North Carolina, Western North Carolina was affected by the worst natural disaster in our lifetime. So I want to spend a few words on the impact that the Hurricane Helene had on the business. So let me start saying that fortunately, all 35 team members are safe, and no losses were incurred due to the damage from storm. The business is located on high ground, adjacent to the Asheville Airport. It was able to maintain power throughout the storm and serve as a refuge for those in danger. Just after a few days after the hurricane hit, Image Solutions was fully operational and ready to serve our customers.
Looking ahead, we do not expect a significant impact on revenue, and we anticipate a full recovery by year-end, thanks to the contractual nature of our IT service and maintenance agreement. The only expected effect on revenue is a temporary disorder of installations. We have also seen some early wins. Because we were lucky to be undamaged by the storm, we were able to outperform competitors in responding quickly and providing superior service, which has been key to securing new customers. Before I turn it back to JT, I wanna spend a few words on, growth. While a few weeks have had some unexpected surprises, we remain excited when looking forward to the future of Image Solutions. As we look forward, we intend to leverage the Kingsway Business System playbook by focusing on establishing processes, KPIs, and dedicated business development capabilities.
Before doing that, however, I will spend time to learn about the business and to build the team, so that we have the right people in the right place to then focus on medium- and long-term goals. This will serve as a foundation for customer retention, new customer acquisition, and improving penetration of existing services into existing customers, and we will focus specifically on recurring revenue MSP services. In the medium term, we see value creation opportunities through expansion of service lines within our customer base, such as cybersecurity and cloud storage. By focusing on scalable IT services, we can also expand the geographic service of our area beyond our current geography. In the long term, we appreciate the highly fragmented nature of the IT service space and intend to evaluate additional opportunities for inorganic growth.
I look forward to collaborating with the team to further advance the growth strategy and take Image Solutions to the next level. Now, I'll turn it back to JT for closing comments.
Thank you, Davide. Great recap there. You know, in search fund acquisitions, we always expect one or two crises in the first year or so. You have stepped into a crisis on day one and have operated demonstrably well. So thank you for all of your tireless efforts around the clock the last three weeks. Just some closing comments here. The acquisition of Image Solutions is yet another milestone in the evolution of our accelerator program. Really excited about this sixth acquisition. Image Solutions is a very attractive business in a high-demand industry, and we're excited about the possibilities for the company under Davide's leadership, and importantly, the value we believe it will return for our shareholders.
With Davide transitioning out of his role as an Operator in Residence and into his new role as the CEO of Image Solutions, we now have three OIRs that continue to seek and evaluate additional M&A opportunities. We do plan to add additional OIRs to the team, to backfill Davide and to support our acquisition, and growth goals, and are currently in active conversations with many more talented entrepreneurs who have an interest in joining the KSX program. More to come on that. As always, while there is no certainty around closing another deal or the timing, we remain encouraged by our OIR outreach efforts and the activity we are seeing in the market, and with that, we'll move into Q&A now.
And if there are any questions afterward, please feel free to reach out directly to Kent or me, or to James at Hayden Investor Relations, to schedule a call. With that, operator, can you please open the phone lines for Q&A?
Absolutely. Thank you. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we pull for questions. Once again, please press star one if you have a question or a comment. Once again, that's star one if you have a question or a comment. There are currently no questions in queue. I'd like to turn the floor back to James Carbonara for any questions he may have via email.
Thank you, operator. Yes, some questions did come in on email. JT, Kent, and Davide, I'll try to avoid the ones that were already answered in the prepared remarks as some came in before the call and some during. Let's see. One of the questions is: Image Solutions operates in the IT managed services market. What is the overall growth rate of this market, and has Image Solutions been gaining or losing market share?
Davide, you wanna take kind of the industry dynamic question here?
Yes. Yes, happy to. So Image Solutions is placed at the intersection between the managed service provider and the Hardware-as-a-Service industries. Both of those industries are expected to grow between 11% to 12% CAGR year over year in the next 10 years.
Excellent. Thank you. And then there was one on, looks like it's on margins. The unaudited financials show a strong EBITDA margin. What are the key drivers behind Image Solutions profitability, and are the margins sustainable as the business scales? Are there operating leverage opportunities?
Yeah, I'll take this one. So, sort of two parts. Key drivers between their profitability and margin. I would say that they have a very strong gross margin profile. And they have very sticky customers, and so because of the mission-critical nature of their services and the high service levels they provide and the customer satisfaction scores they have, and that generates some, probably some pricing power, which has allowed them to operate at a relatively high margins. It's also a fairly entrepreneurial organization, and so, not a lot of excess or fat there. It's been a well-run business. And then, operating leverage opportunities. You know, I think that there may be some. Like I said, it's pretty lean organization, well-run.
As you grow, there are obviously some costs that are quasi-fixed that you can get some operating leverage from. But, you know, I think that our goal would probably, and is to maintain the currently high margins as we invest in growing the business.
Great. Appreciate that. The next one is, how much of Image Solutions growth has been driven by expanding wallet share with existing customers versus acquiring new customers? What is the typical net revenue retention rate?
Yeah, great questions, Davide. I'll let you take that.
Yeah, I would say that, roughly, half of the growth has been driven by combination of, cross-selling services, and I'm thinking about, MSP and Hardware-as-a-Service. So equipment, really hardware and, software or helpdesk support and pricing optimization, you know. The other half, is coming from, new customer acquisitions, so new logos, really. Now, in terms of, net revenue retention, we did a net revenue retention analysis, and the average of the past three years is 106% with a, gross churn that has been approximately 2%.
Great, thank you. And then, the last one, I see here is: Are there opportunities to expand Image Solutions addressable market by moving into adjacent service offerings or expanding the customer base beyond their core market in Western North Carolina?
Davide, I'll take this one. You know, I think Davide's spoke to that a little bit. I mean, you know, the focus for Davide and the company, over the next certainly six months, is to, for Davide to get into the business, really learn the business from the bottom up, create systems and processes, and continue to build a great team to support that growth. And that team will help him develop the strategy. We obviously have some near-term opportunities, but I think that, yes, you know, expanding the service offerings or the geographic market that the company serves are both kind of medium-term growth opportunities.
We think about things in the context of an Ansoff Matrix, and we'll be focused in sort of that customer penetration zone first, and then expand into product expansion or market expansion thereafter. You know, some possible product expansions that Davide mentioned, like cyber and cloud, cloud services, and then, you know, expanding the geographic footprint, either organically or inorganically, would be kind of a medium-term growth opportunity.
Excellent. Thank you, J.T., Kent, and Davide, and everybody who tuned in and listened today live or on the webcast. Operator, I'll turn it back to you to close out the call.
Thank you. This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.