Good afternoon, everyone. Thank you for being here, and thank you to the Planet MicroCap team for having us. My name is J.T. Fitzgerald. I'm the President and CEO of Kingsway Corporation. We trade on the New York Stock Exchange under the ticker symbol KWY. Our tagline tells you what we do in three words, building through search. Search funds are one of the best returning asset classes. Most investors have never been able to access them. Kingsway is the only public liquid way in. Over the next 25 minutes, I hope to show you why that's worth your attention.
Let's get started. Quickly, the usual reminder, some of what I'll share today is forward-looking and includes non-GAAP measures. These reflect our expectations based on what we know today. Actual results could differ. Please refer to our SEC filings, including the risk factors in our 2025 annual report on Form 10-K for the full discussion. I'll let you guys read the detailed language at your leisure. Here's a quick framing of who we are. To our knowledge, Kingsway is the only publicly traded U.S. company employing the search fund model to acquire and build great businesses.
We own and operate a portfolio of high-quality, asset-light, growing, profitable B2B and B2C services companies with recurring revenues and strong profitability. Importantly, our goal is to compound long-term shareholder value on a per-share basis through a decentralized management model, a talented team of operators, and a tax-advantaged corporate structure. Three parts today and one simple through line. First, the asset class, why search delivers the returns it does. Why the demographics behind it create a long runway for compounding.
Our value proposition, why Kingsway is the right vehicle to own it. The flywheel, our strategy and the results that show it's working. Let's start with the asset class. Quick show of hands, how many of you are familiar with the search fund model? Okay, almost everybody. That's awesome. As you guys know, the model works in part because it fills a real structural gap in the market. I'm sorry. We'll start with why search funds. We'll just recap this for you guys. The simplest answer is they work. The Stanford GSB has tracked this asset class since 1984.
The annualized return is 35.1% across 681 search funds, 35% across four decades and hundreds of data points. Entrepreneurship through acquisition, or ETA, as it's known, has a long, well-documented track record of producing outsized returns by backing talented operators to buy and grow small businesses. That's the asset class we play in. The model works in part because it fills a real structural gap in the market. On one side, you have a retiring small business owner with no real succession plan, no sons or daughters who want to run the business, no obvious internal buyer.
They need a financial exit. They also care deeply about their employees and their legacy. Their business is often too small or lacks the management depth for private equity to treat as a standalone platform. To them, selling to a strategic competitor can mean layoffs, a loss of legacy, or a poor cultural fit. On the other side, you have talented, motivated post-MBA operators who can step in, solve the succession problem, and preserve what the founder spent a lifetime building. Search funds are the bridge.
It's a genuine win-win, and that alignment is a big part of why sellers choose Kingsway. Why does the model outperform? Because a small, energetic, incentivized operator takes over a business that frankly isn't optimized for growth. Founder-led sales becomes a professional sales team. Pen and paper processes become modern systems and technology. A single local market becomes a regional or national footprint. Cash that used to be distributed to the owner gets reinvested into the business. In short, it shifts from a lifestyle business to a growth business.
At Kingsway, that's precisely our engine. We target businesses with roughly $1 million-$3 million of EBITDA, pay 4x-6x , and finance the acquisition with roughly 50/50 split of debt and equity. We install a motivated operator with aligned incentives in our business system, KBS, and position the company for growth. The timing couldn't be better. This is the runway underneath everything we do, and it stretches out for decades. Four pieces define it. Start with the size, $4.8 trillion of net worth changing hands over the next 20 years.
The largest intergenerational wealth transfer in U.S. history. The volume, more than 2 million small businesses expected to transition leadership over the next 10 years. Now look at who isn't there to buy them. Lower middle market private equity is often hesitant to step in when the primary operator wants to exit the day-to-day. Look at who is. Only a few hundred active searches at any given time. That's the runway. Enormous, motivated supply on one side, scarce capable buyers on the other. A supply-demand imbalance that holds for decades.
As we like to put it, this isn't a silver wave, it's a silver tsunami, and Kingsway is built to ride it. Outsized returns, a real structural need, and a runway measured in decades. That's the case for the asset class, which raises the obvious question: how do you actually own it? Here's the catch for most investors. This asset class is genuinely hard to access. M&A is a tight-knit world and hard to break into. The best deals flow through close networks to insiders who spent years there.
A newcomer rarely sees the strongest searchers at all, and even if they could, ends up writing small, illiquid $100,000-$300,000 checks into deals that they have to find and vet alone. It's illiquid, hard to access, and difficult to scale. An alternative is a fund of search funds or an accelerator model. That gives you access, but it also adds a second layer of fees on top of the carry the searchers earn themselves, which can take a real bite out of the underlying returns, and your capital is still locked up for 10 years+ in a fund.
Kingsway is the third option, a publicly traded vehicle that gives you instant liquid access to a diversified portfolio of search fund acquisitions, self-funded at scale, with multiple operating platforms already in place, and with the public company transparency and reporting built in. One ticker, no second layer of fees, daily liquidity, and public company transparency. Why are we uniquely well positioned to succeed? There are nine reasons on this slide, and they reinforce one another.
A proven track record, real infrastructure and support, disciplined investment criteria, top quality searcher talent, a world-class advisory board, a public company reputation that opens doors with sellers, a long-term mindset, access to debt capital on attractive terms, and a tax-advantaged structure. Each one matters on its own. Together, they're very powerful and hard to replicate. I'll draw out a few of them. Let's start with talent, because for us, it really isn't a slogan. It's the core of our whole strategy. In the last 12 months, we've had over 200 qualified applicants for our operator in residence positions.
That kind of funnel lets us be extraordinarily selective on who we back. The roster on this slide is our current operating bench, the CEOs running our platforms today, plus our operator in residence with more OIRs to come soon. These are the people who chose to bet their careers on building something meaningful inside Kingsway. I'd encourage you to visit our website and read their bios and watch their presentations at our investor days. I truly think that you'll be astounded by the quality of the people running our businesses.
A deepening high caliber operator bench is the single most important investment we make because in this model, the operator is, in many ways, what makes it work. Our investment criteria haven't changed, and they won't. We buy B2B or B2C services companies. We target industries that are large and growing, supported by long-term, secular tailwinds. We look for fragmented industries with lots of opportunities for shots on goal and interesting niches and sub-niches where even a small company with a focused operator can have a competitive advantage.
At the company level, we seek high revenue quality, recurring revenue businesses with low customer concentration, strong margins, and a long history of consistent profitability that are also capital light. What I mean by that is that the businesses don't need to consume cash in order to grow. That combination is our margin of safety. We are patient, and we stick to it. Our operators don't go it alone. They have access to an active and engaged advisory board of current shareholders that most companies of our size could only dream of.
Tom Joyce is the former CEO of Danaher, widely regarded as one of the best run companies in history. Tom was instrumental in building the Danaher Business System, the gold standard. Our own operating system is modeled on it. Will Thorndike. Many of you know Will as the author of The Outsiders, the seminal text on capital allocation. What a lot of people don't know is that Will is also one of the earliest and most prolific institutional investors in the search fund asset class.
Decades of pattern recognition built over hundreds of reps that our operators and OIRs get to tap into directly. Finally, Tyler Gordy. Tyler's the former CEO of PWSC, the Kingsway subsidiary that delivered a 10x return when we sold it. Tyler operated in our structure, helped build and refine KBS, and had tremendous success in the process. That's the caliber of coaching and mentorship behind every one of our CEOs and OIRs. Now to what I think is a genuinely differentiated asset when most companies our size simply don't have, the tax assets.
Kingsway carries approximately $628 million of net operating loss carryforwards left over from our legacy insurance business. These are real, usable tax assets that shelter future earnings and capital gains. More of every dollar we produce drops to the bottom line, and we compound faster. As Ian Cumming of Leucadia once put it, profits are great. Profits without taxes are even better. We agree. Put it together.
Elite operators, disciplined underwriting, real coaching mentorship, and a tax structure that makes every dollar compound faster, all inside a public permanent capital vehicle. That combination is hard to replicate and why we believe Kingsway is the best way to own this asset class. Here's the entire strategy in one picture. Acquire a profitable business, invest to grow it, yes, that often means working through a short J-curve as we put in systems and people to position the business for its next stage.
Reap the increased cash flow and reinvest it into the next acquisition, repeat. More acquisitions create more cash flow, which in turn funds more operators and acquisitions. Talent and capital compounding on each other turn after turn. That's the flywheel. Does the model actually work in practice, not just in Stanford's dataset? Three Kingsway data points say yes. First, PWSC, which was our proof of concept, a home warranty business we acquired for $10 million, funded 50% with equity.
Tyler Gordy, West Point Army officer and HBS grad, took the helm. Tyler upgraded the team, processes, and systems and got it growing. We sold it for a 10x net return after about four and a half years of ownership. Second, Argo Holdings, the search fund investment firm I founded with a strong track record across dozens of investments. Twenty-plus years of pattern recognition and some scar tissue I've built personally. My investing experience and outcomes are entirely consistent with the Stanford data we showed you earlier.
The returns are real. Third, the Kingsway Search Xcelerator itself, our live platform, where a number of businesses are already showing real momentum with the potential for PWSC-type outcomes. We're still in the early innings here, but the evidence to date validates the approach. Let me show you our most recent report card. On the left is what we told the market we'd do last year. On the right is what we actually delivered. We said we'd target three to five acquisitions per year.
We completed six in 2025. Bud's Plumbing, Viewpoint, Roundhouse, AAA, The HR Team, and Southside Plumbing. We said our run rate adjusted EBITDA was about $18 million-$19 million, we achieved portfolio LTM EBITDA of $22 million-$23 million as of March 31st, 2026. Six acquisitions instead of three to five, north of 20% EBITDA growth. By the very measures we set out for ourselves, we did more than we said we would, that's the standard we hold ourselves to. Here's a quick look at those six acquisitions.
We built out our skilled trades platform, starting with Bud's, and then adding follow-on acquisitions of AAA and Southside. We acquired Roundhouse Electric, an electric motor service and repair business in the heart of the Permian Basin. We added The HR Team, a B2B services tuck-in inside our Ravix platform, and we acquired Viewpoint, a vertical market software tuck-in inside SPI. The most important thing on this slide isn't the logos, it's that every single one of them was a high-quality business acquired at a mid-single digit EBITDA multiple.
Everyone cleared our 30%+ IRR hurdle. We grew the portfolio without loosening our standards. Discipline held. We have an expanding base for serial tuck-ins in industries we already know. Alongside that, we run an industry game board, a map of attractive, fragmented industries where we are continually sourcing our next new platform acquisitions. This is the inflection point we've been pointing toward for several years. KSX, our search fund platform, is now a majority of both consolidated revenue and consolidated adjusted EBITDA.
That's the first time that's happened. Why does that matter? It validates the pivot from a legacy insurance holding company to an operator-led public search platform. It also removes the investor confusion that has dogged our story. KSX's higher growth profile now drives the consolidated equity story. It's also why we retired our old name and became Kingsway Corporation. Put simply, we are no longer a legacy insurance company with a search fund side business. We're an operator-led serial acquisition platform with a profitable extended warranty franchise running alongside it.
That momentum is carried straight into this year. Four headlines on 2026 so far. One, the first quarter was strong on the bottom line, with profits at both KSX and extended warranty coming in ahead of our internal target. Two, KSX delivered record quarterly revenue and record quarterly adjusted EBITDA in Q1, and it did that in what is a seasonally light quarter for many of our businesses. Three, we kept executing disciplined M&A. In January, we announced the acquisition of Ledgers by our Ravix Group.
In May, the sale of Trinity Warranty Solutions via management buyout. We reiterated our expectation of double-digit organic growth at both segments and our target of three to five acquisitions for the year. Here's the framework in its simplest form. Two engines of value creation working together. Organic growth. We're targeting double-digit revenue and EBITDA growth across both segments. Inorganic growth, three to five high-quality acquisitions a year, each underwritten with discipline. Compound those two engines together, and what you get is per share value accretion.
That's the Kingsway flywheel. It's the same framework we've shown investors for years. The difference now is that it's finally becoming visible in the reported numbers. Let me unpack the organic side quickly. Two segments, two different drivers, both pointing in the same direction. Extended warranty, strong cash sales carrying over from the second half of 2025, with warranty claims both moderating in frequency and severity. That's a constructive setup for the rest of the year.
At KSX, recurring revenue, capital light with real demand tailwinds, where the investments we made in 2024 and 2025 are now poised to accelerate growth in 2026. Both engines are internally targeted for double-digit organic growth. On the inorganic side, three to five acquisitions underwritten with discipline. Our filter is unchanged. A 30%+ IRR hurdle, mid-single digit EBITDA multiples, capital light businesses, strong demand tailwinds, and clear operational improvement opportunities.
What's new, and the reason we're increasingly confident in that three to five number, is that KSX is now running two M&A engines in parallel. One, brand new platform creation sourced through our active OIR pipeline. Two, operator-led tuck-ins sourced inside the businesses our operators already run and know intimately. Two engines running side by side. That's how we keep the flywheel turning. Here's where we land. Search is one of the best returning asset classes most investors have never been able to access, and the runway ahead lasts for decades.
Kingsway is the only public liquid way to own it, and we've built a set of advantages that are genuinely hard to replicate. It's already working. Six acquisitions last year. KSX now a majority of revenue and EBITDA, a record first quarter, and a 10x return already in the books. The 10 boxes on this slide are the reasons why. To our knowledge, no other public company in the United States offers this exact setup. That is the opportunity in Kingsway. That's all I have.
I'd love to continue the conversation with any of you over the next day and a half. Thank you for your time. With that, I think we probably have some time for some questions. Yep.
Thanks for the presentation.
Sure.
How do you build an OIR pipeline? In addition to that, how do you source attractive deals just given the competition?
Great questions. Start with the OIR pipeline. We are pretty active on the campuses at all of the top-tier business schools. I interface with their ETA clubs, etc . Candidly, our best source of OIRs is the referral networks of our existing OIRs. They all know people. They went to school with them, or they worked with them. That has been the highest quality source of candidates. We are pretty active. We post on LinkedIn. We put our job description on the job boards at HBS and Stanford and Kellogg and University of Chicago.
We are pretty active with the ETA community. I know everyone in the ecosystem too. I have been doing this a long time.
Got you. Thanks. I find it all super interesting. For the tuck-in acquisitions, do you deploy any sort of guardrails around your CEOs deploying capital, or how do you handle that?
Absolutely. I think the first guardrail is around pacing. For us, pacing is super important. We generally would not see, with the exception of the plumbing platform, tuck-in acquisitions in the first probably two years. That is for two reasons. One is capital efficiency. The cash flows of the business can de-lever. We can do tuck-in acquisitions without having to contribute incremental capital to that business. They can do it off of their own balance sheet, both with the debt capacity they now have and internally generating cash flow.
Pacing is really important from a capital efficiency standpoint. Probably more importantly, that pacing also helps us ensure that that operator has gotten through the J-curve, understands their business, understands their industry. Where I have seen search fail is that unproven operators try to do M&A too quickly. The capital efficiency guardrail actually protects the operator journey and development as well.
Got it. Thanks. How well do you still have the insurance business?
We have three extended warranty businesses, they're not insurance in the traditional property casualty vein. They're regulated quite differently. They don't have exposure to cat risk or liability, the losses are actually highly predictable. It's a mechanical breakdown.
The mix between the four year, how much of it will be search? I think you said now it's kind of how fast you think.
They'll continue to diverge as we continue to invest in the search businesses, the combination of the organic growth and continue to do acquisitions there, you'll see extended warranty becoming a smaller and smaller part of the total business. Yep.
For companies within the same industry, how are you approaching the acquisitions? Are you trying to approach them, if you want to work within range, to build the next that way? How are you seeing what the next company is going to be within the same industry?
Every situation is a little bit unique, but I think that generally it would be either a service capability, so to be able to cross-sell across the combined business or to enter a new market, so expand horizontally, if you will. Everyone is case by case, but I think that each one of them would have a strategy to continue to be able to address more customers or deepen their relationships with customers through a service add or new geography.
Do you integrate the acquisitions or like the financing?
I'm a big believer in the power of decentralization, right? I think pushing decision making to the edge. Integration, we integrate the accounting and some HR, some things that are just, one, complicated in a public company, and things that quite frankly our OIR turned operators maybe don't really want to do. I'm a big believer in the power of a thin, strong corporate center and decentralize and provide autonomy out to the edge. Yep.
The portfolio companies, do they retain their cash flow, or are they distributing it back to the holding company? How does it go to your balance sheet to deploy a new portfolio?
Yeah. One interesting thing with our NOLs is that all of our subsidiaries become part of our consolidated tax return group. While we're not at the top co-level of federal taxpayer, we prepare standalone tax returns for each one of our businesses, and they distribute their tax payment to the holding company for the consumption of their NOLs. That's one way we get cash back. Also, when we're doing the accounting, they fund that, and if it's not a platform that is now thinking about doing tuck-in acquisitions, they distribute cash up to the holding company. Yep.
Can you talk about the CEO incentive program or what you have?
Yep. It's modeled almost identical to what you would see in traditional search. Each one of these operators has an opportunity to earn up to 25% participation in the common. Our capital goes in in the form of a preferred, it's got a preferred return, and their equity vests in three tranches. A third at close, a third over five years, and a third based on achieving a return hurdle. Used to be IRR, but as we've taken a more long-term view, we're anchoring to MOIC hurdles.
Okay.
Yep.
When it comes to the 30% IRR, how much of that is multiple R? The second piece is just in terms of long-term return expectation, is it that you will exit all positions or are you looking to retain them long-term? What's that kind of preferred return?
Yeah. This is great. I'm glad you asked it. The first is the attribution returns in search. I would say that it comes in three flavors. Part of it is just capital structure using leverage. Part of it is growth, probably about 40% of it is multiple expansion on exit. These businesses are in that one layer where private equity can't buy them, and they become a management team and a sizable business that private equity wants to own, and you get a big lift from multiple, or probably about 40%. Will, because he is a Stanford grad and the OG of search fund investing, has access to the Stanford dataset.
He did some primary research on the returns to the next group of buyers. Maybe surprisingly, they're just as good. Just as good without a single instance of a loss of capital, which means you want to own these. We're selling them too early. Own them for 15 years or 20 years, that's a big part of why we're shifting to the MOIC threshold and the permanency of our capital. We talk about it a little bit, that's super compelling. We can own these businesses for a very long time, we intend to. Yep.
If a CEO has a second bite of the apple, if you will, like, hey, I want more capital to do a piece of more growth inside of it, does that get added to their basic capital?
Yes. It would go in as another slug of pref.
Okay.
Yep.
On the financing piece, the percentage equity.
It depends. That's out of five times, right? We kind of target 2.5x leverage at close.
Okay.
We want enough covenant headroom that they can operate through the J-curve, so we don't want to over-lever them. I think covenant headroom is more important to us than pricing or total leverage. Yep. I think that's it. Thanks, everyone.