Hello, and welcome to Virtual Investor Conferences. My name is Scott Powell, President and Chief Executive Officer of Skyline Corporate Communications Group, LLC. On behalf of OTC Markets and Skyline Corporate Communications Group, we are very pleased to have you join us for the Small Cap Growth Conference today. The next presentation is from Baylin Technologies. Please note that you may submit questions for the presenter at any time. You may also view a company's availability for one-on-one meetings by clicking Book a Meeting. At this point, I'm very pleased to welcome Leighton Carroll, Chief Executive Officer of Baylin Technologies, which trades on the OTCQB Venture Market under ticker symbol BYLTF, and trades on the TSX under ticker symbol BYL. Welcome, Leighton. You may begin.
All right. Thank you, Scott. Folks, thanks for being here. Happy to have the time with you. Baylin is a really interesting company. Been around for a long time, predecessor businesses for 40 years. We've been on quite a journey recently. That's really what this deck is going to talk to. Let me get to the next slide, sorry. There we go. It just jumped twice on me. Cool. We are at an inflection point. Baylin has gone through, over the past several years, a very fundamental turnaround. Has gotten unique intellectual property, really starting to drive growth, and as you'll hear in this story, just completed an acquisition that I feel is transformative for our business. We're headquartered in Toronto. Radio frequency or RF products. We make antennas, satellite communications equipment, and custom antennas for other people's products.
I'll speak a little bit about each of these as we go through. When this deck was put together, the pending acquisition has since closed. We have closed on Kaelus. We closed on the 27th, and it adds four complementary lines. Let me explain our businesses briefly as I get into this. Our infrastructure business, it has become the workhorse of the business. When I started, it was by far the smallest of all of our businesses. This calendar year, we see it being the largest of our businesses. It grew 40% in 2024. We backed it up with 32.5% growth in 2025. Have developed a neat book of intellectual property. What do we do, right? We make antennas for AT&T, Verizon, T-Mobile, Rogers, Telus, Crown Castle, American Tower, Deutsche Telekom, Vodafone, you get the idea. Okay, there are other people who do that business.
How have you grown? How can you have that type of growth? We focus on very distinct places where we can add significant value, and the easiest use case I explain to people, if you've ever been in a football stadium or a sports venue or a concert venue, music venue, and you had just horrible coverage. We all have. We actually have created a product that fixes that. We have a product called a multibeam, and the old record for our multibeam technology for the most amount of data carried was at Rogers Centre. Back in the day, the Super Bowls used to be the benchmark for the amount of data that would get used at a massive event. Not anymore. It's Taylor Swift. When Taylor Swift played in Toronto in the Rogers Centre in Canada, we carried 30 terabytes of data. That's the old record.
Deutsche Telekom did a trial, right? They hadn't even bought the product. They wanted to see it prove itself. Bought one of our products, and bought it to be deployed at the Hockenheimring in Germany for one of those 250,000-person European music festivals. They carried 40 terabytes of data. They were so geeked out by it, they contacted us, they did a press release mentioning our subsidiary by name. I've never seen this, honestly. I've been doing this a long time. They produced their own YouTube video showcasing our technology as Deutsche Telekom. It's on YouTube. It's available on our website. If you do watch it, put on closed captions with auto translate, unless you're fluent in German. I am not, I needed it, but it tells you we really do have something.
That's how you have that growth rate. When you factor in that of our three businesses, that is our highest gross margin business by far. Having that growth really goes to the bottom line and has helped transform our business.
By the way, I had a question come in, and I appreciate it because, I am also a soccer fan. Any uptick in contracts for the Soccer World Cup?
The short answer is yes. We are in all the Canadian facilities, most of the U.S. facilities, and we were installed in both Mexican facilities for the forthcoming World Cup with our multibeam technology. We're actually in discussions now for two separate Olympics that are coming up because of the capabilities that this has. Our custom antenna unit, we make custom antenna solutions for other people's products. Google, Amazon, if you've ever seen those police officer body armor cameras, right?
That's critical communication. When that turns on, it has to work. It has to get the video up into the cloud and to the command center. We make those antennas. We create custom antenna solutions that we then manufacture for other people's products. Great business. Tends to have about a 10% annual growth rate. It kind of does this on a line with a nice margin structure. Our final business is our satellite division. The easy way to say is we don't put things in space. We don't make dishes. We make high-power gear that makes that work. I'll give you two use cases to why that matters, why we matter. Okay? Everybody, I think, knows what the NASA Artemis lunar space mission is.
The lunar module was the furthest out that it has ever gone from the planet of anything that man has ever done. The communication to those modules were powered by our gear. Pretty cool. When you watch the Super Bowl, you see the Masters golf tournament as examples, those broadcasts you see on TV are powered by our gear. We do effectively a lot of high-power amplification of RF to get it off the planet and up into space for delivery or, in the case of Artemis, way out there for normal communication. The business, if you look at us last year, we were CAD 76.4 million, and I think we were CAD 6 million on the bottom line. We are projecting in combination with Kaelus, which Kaelus is effectively like this with my infrastructure business.
We will go to CAD 130, CAD 14, and about a 5.9x pro forma EV to adjusted EBITDA. Kaelus does four things, just quickly, we don't do base station antennas, meaning cell tower antennas. They do, they have unique intellectual property. Kaelus does RF conditioning. That's filters, converters. It's a very boring part of cellular, it is great margins and stable, they don't have the customer penetration we do at all in North America. Creates a very obvious cross-selling opportunity into our home field lever them into their home field in Europe. They're headquartered in Sweden, right? They do GNSS antennas, synchronization antennas, have unique intellectual property there for Nokia and Ericsson. That's interesting. By the way, that's a growth area for them. Finally, they have a longstanding test and measurement business.
The way to think of this is when we test equipment we produce in our factory, we are actually using Kaelus gears. When we are sending new antennas to Verizon's test facility in Texas for certification, they are 100% a Kaelus shop. We know these guys. They have a great reputation, and there's some obvious upside for growth. I'm going to keep chugging before I get into QA, guys. There's some tailwinds that are helpful for us. 2024 was the lowest capital spend year, particularly in North America, in the last six and dollar adjusted in the last 10. It's recovering. That's good for us. You might have seen something in the news about defense spending being on the rise. That's good for us. Custom antennas, it just continues to grow. Wireless enablement is not going away, and there's more and more opportunities.
These are all great things for us. When you add in Kaelus, you have a catalyst for further growth in the business, particularly around infrastructure, which is our growth engine, as I outlined before. You kind of get what we do. This is a bunch of what we talk about. I'm not going to go through this. You guys see the deck. The thing that I would think I would make a point here that is maybe not obvious is, it's one of the reasons why the Kaelus acquisition made sense, we have customer diversification. It has been a huge mantra for me since I got here. Customer diversification, competitive differentiation, competitive advantage. By developing that in all three of these areas, it has allowed our business to have significant margin expansion, literally to the tune of over 20% since I got here.
Then you throw on top of that, it gives you revenue resiliency because some customers are going to go down, others will go up. If you have enough breadth and depth, you build structural integrity into your revenue streams in your business, then you layer on Kaelus with a different customer matrix than we have. Not only do we have cross-selling and upselling, but there's a clear customer diversification strategy that we can layer into Kaelus. Let me talk about the acquisition of Kaelus. Unless you're very familiar with Swedish krona, I'm going to tend to talk in Canadian dollar because that's how we report. It's a purchase price of CAD 42 million. Effectively, it's a 4.6x multiple. It's a good business. By the way, what's interesting, they have a very large backlogs.
We'll report it in our total numbers when they come out. Kaelus, when you put their backlog with our backlog at the end of Q3, it's CAD 51.2 million. That's a good problem to have. Means we have a lot to produce, and there's going to be a big focus on not just cross-selling, but margin expansion. We do see opportunities there as well. This is transformative. It really just amplifies our bottom line. We don't have product overlap. They have great relationships with Nokia and Ericsson that open up opportunities. We get additional geographies we see as very beneficial. Look, I'm not an investment banker or a stock analyst, but I've been told 17x that there's a re-rating potential here as we start to prove ourselves. Fundamentally, this strengthens the balance sheet.
As good as Baylin has been and as much as we've accomplished, this is taking us into the low twos, if not eventually sub two in terms of our leverage ratio to adjusted EBITDA. That is meaningful. Baylin has never had that opportunity before, and it has been a long journey over the time that I have been here to work towards fixing the balance sheet, and this is really a major step in creating a company that is a platform we can do, ideally, additional acquisitions and continue to grow a much larger business. I talked about what they do, cell tower antennas, synchronization, RF conditioning, test and measurement. These are good businesses. This isn't going away. People aren't going to start using landlines. New frequencies coming out across multiple geographies, additional frequencies are being auctioned here in the U.S.
They are certainly going to be auctioned off in Europe. That's not going away. That tends to drive new antennas. By the way, the universal truth of cellular is data usage continues to grow and explode. What does that mean? Wireless carriers will continue to have to invest, and it creates opportunities for TPOs like the Boldyn Networks, the Boingo, the Crown Castle, the American Tower, or Cellnex in Europe, or Shared Access is another one to give you an example, ACES in the Middle East, creating their own third-party operator, third-party owned network that then wireless carriers roam into or make usage of. There's a lot of opportunity that's going to continue in our space, and this just leans into our growth engine. Pro forma financials, you kind of see where we've been, and you see what our forecast is in combination. This is meaningful, right?
130 million, CAD 14, 46% gross margins, 10%, 10.8% EBITDA margin levels. This is a great step for the business and something we're super excited about. If you throw in the tailwinds and the CapEx recovery that this business in combination with our infrastructure business leans into, you get the idea of why we did this. We get customer diversity. We get product diversity. We get the ability to cross-sell each other's products across different geographies because there's geographic diversity, we get to diversify the customer base of Kaelus to drive further growth. This is a slide, there'll be a quiz on it later, it gives you a sense of what we did and how we did it. Effectively, it was a combination of equity and cash, with a new senior secured facility of CAD 30.9 million.
We retired our old revolving facility with RBC, and we raised CAD 10.3 million in subscription receipts led by Paradigm Capital. This has fundamentally recapped the balance sheet. By using equity as an opportunity, we didn't have to pay as much cash out of the gate. In particular, the founder of Kaelus is excited about being a Baylin shareholder and will be a major Baylin shareholder and is invested in the future growth of the business. Interestingly enough, he's 80 years old. That tells you part of the reason why this business sold and why it sold for what it sold for. He wants to see this be part of his estate and his baby be taken care of and grow, and he wants to be a shareholder of Baylin. That's how we structured the deal.
This is how you get to this type of total view for what the company is. Why own Baylin? First of all, look, I can go through this stuff. I like our company. What we do is cool, right? The stuff that we work on, the things I shared that was not necessarily in the deck, it's just me talking about what we do and how proud the team is about what we do for our customers. It's a cool company. We have really gone from a challenging place to a place of growth and unique intellectual property to a place where we can drive further growth in the years ahead. Kaelus is, sadly, or maybe positively, my 18th acquisition.
Would suggest that maybe this may not be my last, and that as we continue to build Baylin, we now have a platform to build a much larger enterprise that will make our investors proud. Re-rating potential, this is meaningful. EBITDA creation. We open up a tier 1 OEM channel with Ericsson and Nokia that Baylin did not have before. The geographies are great. There's tailwinds, particularly in our growth engine, and the balance sheet is better.
Guys, that is legitimately the investor deck. There are a whole bunch of questions that have come in. Let me get to that, and I will hopefully walk through these and give you guys some answers. The first question has highlighted the Kaelus as one of the industry's most comprehensive RF portfolios. Do you see potential for strategic partnerships or JV opportunities that weren't realistic pre-deal?
In a past life, when I was a private equity portfolio company CEO, it was a joint venture of two businesses. One of those businesses was owned by PE. JVs many times have useful shelf life. I tend not to look at JVs as maybe my go-to. I'll give you an interesting example. Kaelus today sells antennas, RF conditioning gear, GNSS gear to Nokia. Nokia white labels that gear and sells it through to their end customers. That's interesting. Why is that interesting? It would be factually true to say that we see an opportunity, and have had conversations with Nokia pending the acquisition close, to pull through the Galtronics infrastructure product line for the same white labeling opportunity. That is an example of an opportunity that was not on the playing field before we got to Kaelus. Right? We will have similar conversations with Ericsson.
I went to Australia. I met with Telstra, who is the largest wireless carrier in Australia, and they love Kaelus. As soon as they found out about their portfolio, we were asked to do technical presentations, give costing. It's opening doors. These are newer opportunities that, I mean, just simple examples of the ability to cross-sell each other's products that before this, we may not have been able to get or it would have taken time, money, and effort to develop.
All right. Next question. How are you thinking about leveraging Kaelus' installed base to introduce Baylin's custom antenna and Satcom products into new geographies like Scandinavia and broader Europe?
Well, to start with, Satcom's the easiest. We're already in Europe. Ironically, Baylin, Kaelus, excuse me, headquartered in Sweden, Swedish Space Corporation is already a customer. We've worked with the Romanian Ministry of National Defence.
We've sold into Poland. We've sold into the U.K. We've sold into Germany. Believe it or not, our Satcom division, because it's so specialized in high power, so Starlink does what? They are a great technology, but it is a low-power LEO satellite constellation for data and access. There are many use cases that require high power, and by being in high power, very few people can do it. In fact, Starlink has bought product from us. In fact, we're working with them now. More to the point, we've actually sold amplifiers into China and India. Last time I checked, China and India have a lot of smart technology people. You don't do that unless you're able to. Finally, the custom antenna group, we already sell into Europe. We have sold to Vodafone Properties and Sagemcom, which is a French company, is one of our largest customers.
I don't know that Kaelus gives an opportunity there, just to wrap this up, but we're already there. Infrastructure is the one where it's more of a greenfield for us. We're making headway, and there's certainly opportunities to sell through.
Given Baylin's role in the NASA Artemis lunar comms and the recent follow-on Artemis orders, how durable do you see this defense satellite demand, and does it support higher long-term margin profile than the corporate average?
Artemis is obviously more of a scientific. It is government-related. That's obviously NASA. There is a lot of investment still going on. By the way, Europe, kind of going back to our European discussion, has woken up and is really getting into defense spending. The same thing with Canada. Canada has a big push for Canadian defense spending. Anytime you're dealing with governmental entities, they tend to be very slow.
The sales cycles tend to be longer. That is probably the biggest challenge with what we have seen. Over the past, I'd say really three years, we have shifted way more into defense opportunities within the satellite business. Those are certainly not the only opportunities, given NASA. We work with NOAA here in the United States. There is a lot coming. Do we see that having durability? Yes. Will it lead to margin expansion? Margin expansion comes from, in my mind in this space, the volume that some of the programs have, the larger the volume, the longer the sales cycle. Over time, yes, it could within our satellite division, but heretofore right now, not yet.
Let's see. Next question. Has the completion of the acquisition changed the type or caliber of your institutional investor you're meeting with? What's the main message you want them to take away about Baylin 3.0?
The short answer is yes. Right? Before the acquisition, just to put some flavor on it, my chairman at that point owned over 70% of the stock. Right? That's not healthy. Right? There's a lot of story about how that got to that point, but I told him it was my life's mission to dilute him. By doing the work with Paradigm, and getting the subscription receipts that we did, the chairman was far from the majority of that.
By doing the structure of the transaction, he actually goes down to just over 50%. The subscription receipts and the people who've come in include institutional investors, both people who'd been in the stock previously and people who had never been in it, but had been paying attention because they have seen the growth story and the improvement in our business, understood that this Kaelus acquisition was going to be transformative, and came in to support it. We're excited to get new institutional investors in, and I would tell you that I think particularly as we continue to improve what we just acquired and continue to grow the business, we will continue to see both incremental interest from the folks who came in in the subscription receipts, as well as interest from new institutional investors.
What do I want them to take away about Baylin 3.0?
We're going to prove ourselves and kill ourselves trying. That's probably the biggest thing. We do see a lot of upside. The way that I look at this, we just closed. You can't snap your fingers and get synergies or get margin expansion or cross-sell. That does take time. I think we're going to start getting traction in the second half, really late 2026. 2027, it sets up to be a really good year because we're going to be at full speed by then.
All right. Next question. Now that the financing conditions are satisfied and the acquisition is closed, what milestones over the next 12 months should signal to the market that integration is ahead of plan?
Look, the easiest, simplest answer is results. We got to deliver. I think you're going to see backlog is going to be a good benchmark. Margins are going to be a good benchmark, and I think those things will start to grow as we get particularly into 2027 in our business. One of the things I'll share with you guys, so in a past life, I ran the merger and integration team at AT&T Mobility, was involved in a lot of transactions, not the T-Mobile transaction. I know who was and what happened. That's another story. Since being in the middle market, I basically take that playbook with me.
Right. AT&T got, and I got extremely good at integrating companies, getting them to be profitable, getting them to grow, meeting the strategic objectives. The last one I did for AT&T was the Cricket Wireless acquisition and the launch of the Cricket brand nationally. We use the same playbook. I have introduced that playbook here.
I actually talked to other executives about that playbook and the structure you put in place, the milestones, how you measure, how you manage. We are literally taking that approach with us on this acquisition. I think you really, at the end of the day, you look for growth, you look for profitability, and you keep looking at our backlog and margin structure.
All right. Can you talk about any early customer feedback since you announced the combined Baylin and Kaelus platform? Are tier 1s engaging differently now that you have a full RF coverage? Oh, it's a fantastic question.
The short answer is yes. I will tell you, when I met with Telstra in Australia, when I talked to Nokia at Mobile World Congress in Barcelona, they love Kaelus, and all the feedback was very positive. Right. Our customers, AT&T, Verizon, T-Mobile, Rogers, Bell, Telus, American Tower, Boingo, Volta, everyone has said to us, "This is a great combination." I've even had my largest customer reach out and said, "That's a really smart transaction. Good on you guys." The short answer is yes, and there are other things we can layer in with it, and I'm not talking about acquisition.
There are opportunities to do even additional products through our own R&D or through white labeling some very simple stuff effectively, and this is a comment I've had from at least two carriers. Amphenol's Andrew division, formerly CommScope, is kind of an 800-pound gorilla in the industry, and one of the things I know, carriers like diversity.
By having this very similar breadth, excuse me, breadth as Andrew, we become an exceptionally valuable competitor to them. It gives wireless operators the ability to have more than one major player for what they do. That will take time to grow into. This just got completed. It does change the way that things set up for us on the playing field.
All right. It looks like I've managed to get through. I got one more question. From a capital allocation perspective, once integration spending rolls off, how do you think you rank the priorities, further debt reduction, organic growth, or potentially buying back stock?
I think it would be a combination of debt reduction that will be normal. I will lean into organic growth and leveraging competitive advantage. Finally, to play this out, stock buybacks, the right way to think about it is if your stock is undervalued and it's the best use of capital, that's a great place to allocate the cash. It's going to be a capital allocation game to drive value for the business and for our investors.
Guys, with that, I really appreciate the time. I super appreciate the questions. A lot of very smart questions. Appreciate you letting me walk through our story, and I'm very excited about what we're getting ready to build together. Appreciate the time.