Thank you for standing by. This is the conference operator. Welcome to today's investor conference call. As a reminder, all participants are in listen-only mode, and the conference is being recorded. I would now like to turn the conference over to David Moore, Chief Financial Officer. Please go ahead, Mr. Moore.
Thank you, operator. Hello, everyone, and welcome to Sangoma's investor call. We're recording the call, and we'll make it available on our website for anyone who is unable to join us live. I'm here today with Bill Wignall, Sangoma's President and Chief Executive Officer, Larry Stock, Chief Corporate Officer, and Samantha Reburn, General Counsel, to take you through this morning's exciting news, which you may have seen in our press release available both on SEDAR and on our website. As a reminder, Sangoma reports under International Financial Reporting Standards, IFRS, and during the call we may refer to a couple of terms such as operating income, adjusted EBITDA, and adjusted cash flow that are not IFRS measures, but which are defined in our MD&A. Also, please note that unless otherwise stated, all references to dollars are to the U.S. dollar.
Before we start, I'd like to remind you that the statements made during the course of this call that are not purely historical are forward-looking statements regarding the company or management's intentions, hopes, beliefs, expectations and strategies for the future. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results might differ materially from those projected in the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed in our MD&A, our annual information form, and in the company's annual audited financial statements posted on SEDAR. With that, I'll hand the call over to Bill.
Thank you, David. Good morning, everyone, and thank you for joining us today. As you know, we issued a press release this morning announcing we've acquired NetFortris. We are very excited about this transaction because it further accelerates Sangoma into the upper echelon of SaaS communications providers, and it extends our industry-leading suite of cloud services with new MSP capabilities, thereby delivering even more one-stop shopping for our customers and providing larger share of wallet for Sangoma. I've structured my prepared remarks into four sections today. I'll start first by describing NetFortris and its business. I'll walk you through the transaction details. Third, I will cover the strategic rationale behind the acquisition. Fourth, I'll share with you an early snapshot of the combined companies. Finally, I'll offer a quick summary to wrap up my comments, following which we'll open up the call for questions as we always do.
First, just before I begin my prepared remarks on this call, it's likely that there are a number of folks from NetFortris listening in this morning. I would like to extend a warm welcome to that entire team, along with their valued customers and partners. We very much look forward to having you as part of the ever-growing Sangoma family. Let's get started with that first section, an overview of NetFortris. NetFortris is a privately held company with the majority owned by Spire Capital Partners and the remaining portion distributed across several other shareholders, both institutions and individuals. They have approximately 250 employees and four primary offices in Dallas, Seattle, L.A., and the Philippines. I'd like to now take a few minutes to introduce you to their products, their customers, the go-to-market approach, and financials. Let's start with product.
NetFortris has two key product lines, a UCaaS service and a cloud-based MSP offering. I don't plan to speak much about their UCaaS product today, not because it's unimportant, of course, it's actually over half their revenue, but simply because most everyone on this call will already be familiar with UCaaS from having followed Sangoma for years. As a result, I'd instead like to focus my product comments about NetFortris, mostly on their MSP offering. Their MSP product line delivers mission-critical communication services that customers need to complement their as-a-service applications, such as managed network security, managed SD-WAN, managed network access, et cetera. These MSP services are built upon a tightly integrated enterprise-grade and end-to-end managed network, all backed by an expert 24/7 network engineering team.
Because I realize some of those terms might be new to many of you, I'm going to take a moment to touch on each of those three primary MSP services I just mentioned. First, managed network security is one of the hottest areas these days, as we all continue to hear about security breaches at so many companies and organizations all across the globe. Some of you, as STC investors, have even written to me personally asking if Sangoma could ever offer such a solution ourselves. Managed security, sometimes called UTM or unified threat management, is a cloud-based service whereby NetFortris secures a customer's network, and not only for voice traffic, but for data too.
This intrusion prevention and detection capability helps to protect customers against attacks and losses from such things as spam, viruses, ransomware, botnets, et cetera. Second, managed SD-WAN is a fancy acronym that stands for Software-Defined Wide Area Network. This service from NetFortris provides their customers with capabilities such as being able to handle multiple internet connections from multiple providers, so that if one connection fails, the customer does not lose connectivity, resulting in uninterrupted uptime. Or the aggregation of bandwidth from those two different internet providers, since the customer kind of sees this as one pipe. Or traffic shaping, whereby certain types of traffic can be given priority or forced down in priority. For example, a company can ensure that an employee who is trying to watch Netflix on their lunch break does not degrade an important video meeting.
Third, managed network access is the NetFortris service providing robust connectivity in a more sophisticated way than just buying a raw pipe from your telco or cable co. NetFortris offers network monitoring, analytics, backup, PCI compliance for payment card and credit card transactions, et cetera. Ultimately, because our managed network access is integrated with managed security and managed SD-WAN services, NetFortris can offer unique capabilities such as secure end-to-end peering connections to critical destinations, including public cloud sites like AWS or Azure, and we can make quality of service commitments. The addition of MSP services is a natural extension of Sangoma's current strategy to offer the world's widest set of cloud communications as a service offerings, something that is completely differentiated and will now be even more unique. I will speak about this in more detail in my upcoming section on the strategic rationale for this transaction.
Let's now turn to customers. NetFortris sells to businesses of all sizes, from SMB to enterprise, but with a focus on the mid-market and across all industries, including single-site and multi-site clients, just like Sangoma does today. Their customer base includes over 6,000 customers, representing more than 60,000 seats. Those clients are highly diversified with minimal concentration risk, given no customer contributes more than 4% of revenue. The customer base includes recognizable brands like Jiffy Lube that you'll be familiar with, Thorntons, a chain of 175 gas stations and convenience stores in six states, processing over 55 million credit card transactions a year. Lennar Corporation, one of America's largest home builders, a NYSE-listed company with over $5 billion in revenue in its first quarter this year alone.
From a go-to-market perspective, the company is a channel-first sales organization for both its UCaaS and MSP services. Like Sangoma, NetFortris does not rely on a single channel structure, but instead utilizes multiple types of channels, including agents and master agents, distributors, integrators, and value-added resellers. NetFortris has many hundreds of active partners across the U.S., and for all these reasons, their go-to-market approach is very familiar to Sangoma. For the last part of my NetFortris overview, I'd like to provide a financial picture of their business. On the top line, NetFortris generates expected annualized revenue of about $50 million, driven by their multifaceted model of both UCaaS and managed services. They are growing, albeit modestly at this point, in low single digits, a growth rate that Sangoma expects to accelerate. NetFortris has very impressive recurring revenue, with over 90% of total sales in MRR.
They generate about 64% gross margin and are operating today at about adjusted EBITDA breakeven, a metric that Sangoma will improve dramatically, as we have done repeatedly in other transactions, with synergies that we expect to be about $4 million. More on that a bit later when I touch on the combined company. Now that I've given you an introduction to NetFortris, let's talk about the transaction. As you may have seen in our press release, Sangoma paid to NetFortris shareholders a total upfront or fixed amount of $68 million or about 1.3x revenue based on that upfront consideration. Of the $68 million in upfront consideration, approximately $48.8 million was paid in cash upon closing.
The cash portion of the consideration was funded first from cash on our balance sheet and second through a $45 million extension to our existing credit facilities with our current lenders, who are very supportive of this exciting transaction. This will bring our gross debt outstanding to about $110 million. On a pro forma basis, our net debt to adjusted EBITDA will be a very manageable 2.3 x. The remainder in upfront consideration was satisfied with about $19.2 million in Sangoma's common shares. Based upon the 15-day volume-weighted average closing price of Sangoma stock on the TSX, the NetFortris shareholders will receive approximately 1.5 million shares. An additional potential earn-out of up to $12 million also applies and is contingent on meeting certain financial metrics.
In total, this brings the potential purchase price to an amount that could be up to $80 million on a debt-free, cash-free basis and subject to customary net working capital adjustments. Finally, the transaction on a pro forma basis with synergies is nicely accretive on both the revenue per share and adjusted EBITDA per share basis. Now with an understanding of the transaction details, let's discuss the strategic rationale for this acquisition. This acquisition of NetFortris and their leading portfolio of UCaaS and MSP services offers Sangoma many highly compelling advantages. I'd like to highlight seven of those now. First, the addition of the MSP capability to our product suite. This, the first advantage of the acquisition and the most strategic, is one that I'll cover in some detail, given it's quite new for Sangoma.
I'll start by reviewing briefly one of the key ways in which Sangoma positions itself to customers today and how that is completely differentiated. Then I'll explain how the addition of this MSP business is so complementary. Many of you will recall that Sangoma believes strongly that customers want an integrated buying experience rather than buying five different cloud services from five different vendors. That is why we offer the widest set of cloud communications services in the industry, including UCaaS and trunking-as-a-service and CCaaS and video meetings-as-a-service and collaboration-as-a-service and desktop-as-a-service and access control-as-a-service. Those SaaS offerings are supported by our product portfolio that includes our own on-prem software, our own desk phones, SBCs, et cetera, all leading to our commitment to provide one-stop shopping. None of that should be news to investors who have been following Sangoma for some time. What is new?
What's new is that there's a growing awareness and acceptance of the idea that customers prefer to get even more of their communication services from one vendor. Not just SaaS applications, but also the services that they historically got from an MSP. This is a fairly new concept, and very few UCaaS companies are on this yet, certainly none of our most direct competitors. Don't take our word for it. Here's what one of the top industry analysts from Frost & Sullivan had to say about this idea. "Our research continues to show that customers want one vendor to go to for their cloud communications and collaboration requirements, and many organizations also prefer to purchase additional services such as cybersecurity or broadband access from their UCaaS providers.
With the addition of NetFortris, Sangoma's approach will resonate extremely well with customers of all sizes." What's most exciting about this concept, specifically in Sangoma's case, is just how beautifully it fits with our existing strategy and competitive differentiation. Adding an MSP capability is a perfectly natural extension to our positioning of the widest set of communications SaaS products in the industry. The bottom line on this first strategic advantage of the NetFortris acquisition is that we believe strongly that the addition of MSP capabilities presents Sangoma with a very compelling extension to our industry-leading communications-as-a-service offerings. It will further differentiate us in the market and provide an even more unique offering, one we believe will be a lucrative model for us, securing larger share of wallet and ARPU, while being much appreciated by our customers and our channel partners.
The second critical reason for the acquisition is all about recurring revenue. As you know, Sangoma has rapidly transformed our company from a product business with one-time MRR sales into one of the communications industry's leading SaaS companies. NetFortris has very strong recurring revenue, with over 90% of their total sales being MRR. This meshes well with our long-term strategy, and we will continue to elevate the fraction of Sangoma's revenue in our services portfolio, currently at about 70% of sales, bringing the combined company closer to 75% on a pro forma basis. The third strategic rationale for the combination is that it creates much-needed scale, maintaining and accelerating our presence in the top tier of industry players, so important in a consolidating space. The fourth reason we like this deal is the compelling valuation.
Sangoma is seen as a highly regarded buyer now, one that knows how to get transactions done, does what we say we will do, is inspiring to staff and customers, as such acquired partners, and is confidence-inspiring to sellers. This enabled an attractive price for NetFortris of approximately 1.3x revenue. With about 1/3 of the upfront consideration being in Sangoma shares, it's clear that the former owners of NetFortris also believe strongly in our company, our business model, our competitive positioning, and where Sangoma is headed. Fifth, the addition of NetFortris brings Sangoma an impressive customer base of over 60,000 seats, 6,000 diverse clients with very low concentration, an average customer life of about 6.5 years, and a channel structure that is very similar to what Sangoma uses today.
Their channel model aligns well with Sangoma's reach across the different types of channel structures, one that is among the broadest in the industry, so the addition of over 700 partners will only further accelerate that flywheel. As I shared earlier, NetFortris has proven their ability to win and serve customers of all sizes right up to enterprises. Many of you will have heard me say multiple times that Sangoma does not want to simply chase those competitors that pay the largest commissions to the channel in order to acquire customers at any cost. We are constantly looking for cost-effective ways to add customers.
Sure, we could just follow the crowd and pay those very large spiffs and trading commissions forever, but this is one more example of an alternative way to do so in a transaction with valuations and multiples that I'm sure you'll agree are compelling. The next advantage to point out is somewhat less intuitive, but also perhaps one of the most creative and interesting. Our industry continues to consolidate, and having this new MSP part of our business will open up a whole new category of M&A targets for Sangoma to complement those in the UCaaS space. Last but certainly not least, this transaction adds a strong management team and highly skilled employees so valuable to help us grow still further during a time of such intense competition for talent these days.
Well, that wraps up my top seven reasons for acquiring NetFortris, and I'd now like to provide a first glimpse into a combined company. In this section, I'd like to touch on a few things, some of the upside opportunities we see between the businesses, some of our preliminary integration thoughts, possible synergies, and a quick financial snapshot of the consolidated company. On the topic of upside, we see such benefits coming mostly from the cross-selling opportunities between the respective product portfolios. For example, we are excited to offer Sangoma's wide portfolio of as a service products, think CCaaS, video meetings, access control as a service, et cetera, into NetFortris' base of UCaaS customers who have not had access to such a wide portfolio of SaaS products in the past.
In the other direction, we anticipate cross-selling NetFortris' portfolio of MSP services, both to Sangoma's installed base of cloud customers and also to the portion of our channel that is already selling MSP services and may prefer to source them from us. Regarding integration, I suspect it will be no surprise to anyone who's been watching Sangoma for some time to hear that the general approach to integrating NetFortris will be to gradually integrate their business into our broader company rather than have it remain a standalone entity operating independently. We already know that several functions will be integrated immediately, such as finance, HR, legal, engineering, et cetera, and we also know that some other functions, such as sales in this case, will remain separate for a year to avoid disrupting sales momentum and the go-to-market channel, a decision which also supports the earn-out structure.
During this period, we will use NetFortris, a Sangoma company, as we have with other acquisitions during the transition phase. There are still other functions that remain to be determined from an integration point of view, and we just need some time to explore options together. We do know that the NetFortris' office in Manila is a high-performing and cost-effective one, and I've spoken with them personally already. We will be retaining that team and adding even more focus there. We estimate synergies to be about $4 million annually. Such cost savings will come from efficiencies and duplication typical of our prior acquisitions, such as things like consolidating traffic, duplicate marketing programs, amalgamating data centers, audits, insurance, et cetera. We believe the majority of those savings will be available within about six months, whereas things like network savings can take a bit longer.
Finally, from a financial perspective, it's obviously very early for me to offer a detailed financial view of the combined company, given we've owned NetFortris for all of a few hours now. So I can't be too precise in my comments on this topic today quite yet. We will, as always, be updating our guidance for fiscal 2022 when we release our Q3 results in May, and that update will naturally factor in NetFortris for the remainder of the financial year. Given it's almost the end of March, however, this acquisition will not have a material effect on Sangoma's Q3 results, of course.
What I can say at this point is that if you take NetFortris' top line, which I've already shared should exceed $50 million in expected annualized revenue, and if you added that annual figure to Sangoma's current revenue guidance for fiscal 2022, which is $215 million-$219 million, you get a very simplified estimate of over $265 million in revenue for a combined company had we been together for the 12-month period that would have ended June 30 this year. Going forward, we foresee NetFortris' strong MRR taking Sangoma to about 75% of our sales in recurring services revenue, up from about 70% today, and we don't foresee a significant impact to our gross margin percentages once consolidated.
Please note that at this very early stage, I don't plan to comment quantitatively on going forward adjusted EBITDA in the combined company, other than to say we're confident Sangoma will get NetFortris to adjusted EBITDA levels under our ownership that allow us to continue delivering the kinds of adjusted EBITDA margins that our investors have come to expect from us. With that, I'd like to offer a brief summary and then turn the call back to David for questions. The journey that Sangoma has been on over the last several years from a one-product hardware company to a true industry leader in cloud communications has been tremendous. A journey that is perhaps the thing I am most proud of about our company. We remain steadfast in our strategic approach of organic growth, driven by investments in R&D and customer acquisition, augmented by deliberate and disciplined M&A.
Once more, you see that strategy realized again today with the addition of NetFortris, continuing Sangoma's place in the upper echelon of cloud communications. As you've now heard, there are many reasons this transaction looks so good, not the least of which is the strategic addition of MSP capabilities. Business needs are changing, and companies are looking for cloud-based communication solutions for connectivity anywhere, anytime, and on any device. They don't want to go to several different vendors in order to meet those needs. Instead, they want fully integrated communications from one trusted supplier. It's this expectation that fits so perfectly into Sangoma's existing strategy and competitive differentiation with the widest set of communication SaaS products now being elegantly and naturally extended with NetFortris' robust MSP offering. Our ability to meet our customer needs through one-stop shopping has now been strengthened even more, further differentiating Sangoma.
We are confident that our customers will value this creative, innovative approach, that our partners will appreciate the ability to get more of what they need from the vendor they trust, and indeed, that Sangoma will benefit from stronger share of wallet and higher ARPU. This acquisition is appealing not only for that reason. It brings highly sought-after recurring revenue, with over 90% of NetFortris' sales being MRR. It adds much-needed scale in a growing, consolidating industry that comes with a very compelling valuation at about 1.3x revenue on an upfront consideration basis. It offers Sangoma an excellent team of employees at a time when competition for talent is so intense in today's hot job market.
On that note, before we open up the call to questions, I would like to once again welcome the entire NetFortris team to the Sangoma family, a still-expanding family with an employee base that is now approaching 800. I'd also like to thank our existing Sangoma team for all of their hard, ongoing work over the years, work that helped get us to the point where this acquisition, our 11th in 11 years, was possible. Finally, to you, our valued shareholders, we appreciate so much your investment and your confidence. Confidence in our vision, in your company's consistent performance, and our track record with acquisitions, and in your leadership team. Without your continued support, we wouldn't be where we are today. Indeed, where we are today is a pretty attractive place to be.
We have a tremendous opportunity ahead of us with such a large, under-penetrated total addressable market, with Sangoma well-positioned to capitalize on it, and looking forward with all of you, I'm sure, to much higher stock prices from today's current depths. Okay, David, back to you for questions.
Thank you, Bill. To make sure everybody knows how to ask questions, I'll ask the operator to take you through the process. Operator, we're ready to take questions now, please.
Thank you. We will now begin the question-and-answer session. To join the question queue, you may press star then one on your telephone keypad. You will hear a tone acknowledging your request. If you're using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star then two. We will pause for a moment as callers join the queue. The first question is from Eric Martinuzzi from Lake Street. Please go ahead.
Hey, congratulations on the transaction announcement. I have a question just regarding the pro forma cash and debt. You talk about the debt being at $110 million. What is the pro forma cash?
David, could I ask you to take that one, please?
Eric, we're right in the middle of closing our books. We're two or three days from the end of a quarter where a lot of transactions go through. You know, on an estimated basis, we'll end up with more than the $10 million that is required to get the full benefit of our credit agreement. We'll be releasing those full results, you know, in 45 days. There's a lot happens right at the end of the quarter, so you can imagine, I can't give you an exact cash balance right now.
Okay. I was just trying to back into the 2.3x pro forma net debt to adjusted EBITDA, but I'm pretty well there. Let me shift gears and talk about, you know, the-
Yeah, so-
Go ahead.
Eric, sorry to interrupt, but the maximum deduction that's allowed under our credit agreement of $10 million will be in place.
Okay.
Yep.
Got it. All right. Then you talked about the cross-sell opportunity, both from the Sangoma side into the NetFortris side and then vice versa. Which do you see there as the easiest kind of cross-sell opportunity? Which can you sort of pounce on first?
Well, I think in terms of timing, there won't be at first. We'll be doing both ASAP. I think, you know, you're probably right in your assumption if I guess what's underneath your question, Eric. You know, the ability to add more cloud services to a customer that's already buying cloud services from you is probably a little bit easier than the ability to go in and tell a customer who buys multiple cloud services from you that we're your, you know, best choice for whatever managed security or, managed access or managed SD-WAN, which I think, you know, is a newer concept in the industry and will need a little bit of education and evangelizing. That's kinda how I see the two.
You talked about the synergies of $4 million. How quickly can we expect to see those synergies realized?
I think the majority, probably the vast majority within about the first six months. I mentioned in my prepared comments the stuff that tends to take a little bit longer, Eric, is the network stuff, right? You know, consolidating traffic or bringing together data centers and colo facilities. You know, you often have contracts with those places, and you have to move equipment. That's the part that takes a bit longer. If you think about, I don't know, man, you know, in two weeks, one of the large industry events called Channel Partners is taking place. For example, both companies have a big presence there, you know, and going to the trade shows is expensive, right? Things like that get sorted out right away or, you know, you know, doing a company audit.
We're not gonna have two different audits done. Most of that stuff will happen pretty quickly, and really the network stuff is the set of synergies that take a little bit longer.
Understood. Thanks for taking my questions and best wishes on the integration.
Thank you, Eric.
Next question is from Deepak Kaushal from BMO Capital Markets. Please go ahead.
Oh, hi, good morning. Can you guys hear me okay?
Yep. Got you, Deepak.
Cool. Just a quick question further on synergies. You know, just curious, how many of your existing customers don't already have an MSP service provider from an alternative vendor? And the reason I'm asking that, you know, average customer life is six and a half years. What's the average contract length? And if there is an installed base, how long could that take to turn over to start driving some synergies?
Yeah, I don't think we wanna comment on how long it would take to turn over, but I can comment on the rest of your question. Contract lengths in the industry range from, I don't know, 3 years-5 years is kind of the typical range. We would certainly accept a customer who wants to sign a shorter contract, but of course, with trade-offs in commercial terms, and that's also the way it works at NetFortris. You know, how many of our customers already have MSP services is a question that makes it sound like MSP services are homogeneous, but in fact they're not. Let me just peel that back a little bit and talk about it with you. All of our customers have broadband access by definition.
You can't use cloud communications without it. Everybody has that from someone, whether it's just a raw pipe from your telco or your cable co or something more sophisticated like we can now do. Not everybody has, I don't know, managed security or SD-WAN services. When you ask how many have MSPs, the answer differs depending upon which MSP services we might be referring to. You know, if you think about the amount of media coverage of, I don't know, hack sites and security breaches, I think we can all speculate together that it's still the minority of companies who have very sophisticated security in place, especially managed security. You know, that's why we see that as one of the big opportunities for us as we cross-sell MSP services into the, you know, the as-a-service apps space.
Okay, great. That's a great color, and I appreciate all the detail there. I think you mentioned on the gross margin side that you expect, you know, pro forma combined gross margins to be in line with kind of existing for Sangoma. But I also think you mentioned that NetFortris comes in at 64% gross margins. So what are the kind of levers or changes you're expecting to do to keep tech gross margins flat for their combined-
Yeah. There's a couple of things there. One is just, you know, the combined company and economies of scale, right? One needs fewer of the things one does in one company than you do in two. As we bring together groups of people and networks, the cost of goods line will tick down a little bit. That's the biggest contributor. The second biggest contributor is just the relative sizes of the business, right? You know, we're gonna be, I said, you know, $265 million if you looked at, you know, that simplistic way of combining their expected annualized revenue with our fiscal 2022 guidance. We think they're gonna be over $50 million of it.
you know, a 5-point difference in gross margin when looked at relative size is only a point or two, you know, on a consolidated basis anyway. That's how it all comes together.
Okay, that's helpful. My last question, then I'll drop the line. Just any other factors we need to consider when we think of top-line forecasting, pandemic impact or pandemic normalization or deferred revenue, amortization, anything like that? Thank you.
I don't think so, Deepak. The stuff I chose to comment in my prepared remarks are the things that are much more impactful than the two or three smaller ones you've just asked about. You know, you've seen whatever the impact of the pandemic is on Sangoma over the last multiple quarters, and that impact is not shifting greatly now. The impact on us is similar to the impact that's existed on NetFortris. You know, there are small little fluctuations from quarter to quarter from the pandemic, which are not really unique to NetFortris, nor would they be different in the consolidated company.
You know, just in fairness and full transparency, you have seen, you know, product revenue a couple of points up above our expectations some quarters and product revenue down a few points in other quarters, you know, mostly related to the pandemic impact on supply chain, right? When it's down, it's because Sangoma, like everybody else, had trouble, you know, getting supply of components or parts from a particular manufacturer, and that's happened a few times. When you see a quarter's product sales up, it's because we did a good job of managing supply and had more inventory available to meet customer needs when some of our competitors did not. That answer for me feels more like a Sangoma and consolidated answer than it does one that really relates somehow specifically to NetFortris.
Okay, fantastic. Well, I appreciate you taking my questions, and thanks for all the detail.
Yeah, of course, Deepak. Sure.
The next question is from Gavin Fairweather from Cormark. Please go ahead.
Oh, hey, good morning. Congrats on the deal.
Hey, Gavin.
Thank you. I wanted to start out, just on kind of the NetFortris customer base. Is there a lot of overlap between the UCaaS side and the managed services side? And are they also supporting, you know, customers of other UCaaS platforms?
Yeah, good question. The answer is there is overlap. It's not as much as we think we can create under Sangoma's ownership. You know, that's similar to the idea of the earlier question about how many of Sangoma's communications as a service customers already have MSP services from someone. I said, you know, everybody has access, but most will not have the other things. Then do they support other UCaaS companies? I think it depends what you mean by support, Gavin. There would absolutely be MSP customers at NetFortris who do not get their UCaaS service from the same company. There's nothing strange or different about that. That would be perfectly normal and expected, and Sangoma would not anticipate changing any of that.
If a customer starts with MSP and doesn't want to change their UCaaS provider at the beginning, we would take that in a heartbeat and then work on converting them to, you know, our other services over time, just like we do, you know, with the Trojan Horse strategy in Sangoma proper today. You know, if we go in and the customer says, "I don't know, man, we only want UCaaS to start." You know, the fact that they didn't buy, I don't know, CCaaS at the same time from us wouldn't cause us to avoid that customer. We'd take them the way they want it at the beginning and work on cross-selling them contact center later. Exactly the same.
Got it. Just to make sure I'm understanding this correctly, UCaaS customers that aren't using managed services, for the most part, you know, these aren't services that are bundled in with by the other UCaaS providers, right? This is stuff that the internal IT departments are kind of taking care of despite already moving to UCaaS.
Yes, that's exactly right. You've understood it precisely, and that's my point that it's such a new concept. You know, it's emerging. We're seeing more of it. When I talk to customers and partners, I'm hearing it, you know, all the time right now. But none of our direct competitors, RingCentral, Zoom, 8x8, you know, Twilio. None of those guys do this, right? That's why I think the opportunity is so interesting.
Is there an even bigger opportunity, you know, for managed services around hybrid deployments?
Well, I don't think we fully understand that yet, to be completely transparent, Gavin. The way I think about that question is the same way I think about, you know, trunking. You know, we know that when a customer buys a UCaaS service from us, they don't also buy trunking as a service because part of what they get when one buys UCaaS is the connection, right? It's all part of that bundled service. Whereas when it's a hybrid deployment with some cloud and some prem, the prem systems need to be connected with trunking in some form, whether it's ours or not. There is an opportunity there.
You know, without me going further than we fully understand yet and pretending that we fully have our hands around this business after a few hours, the analogy that makes sense to me is in a hybrid deployment, there is more of that kind of thing needed. I think it's likely, yes, that the MSP, at least the access part, you know, might be more up for grabs. You know, I think if you give me a quarter or two, we'll have a better answer on that over time.
Okay. Sounds good. I'll take note to ask you in a quarter or two. Okay, great. Then just on the UCaaS offering, is there a lot of third-party tech in their tech stack? How much of it will be proprietary? Is part of that, you know, part of your synergy, maybe switching out some of the pieces for your proprietary IP?
Yes. It's not third party. It is proprietary. They built their UCaaS stack the same as we did. There absolutely will be an opportunity to think about what to do about those different platforms. You know, there will be features and functionality in the NetFortris UCaaS platform that may be a little bit different or unique from what Sangoma has, and I would expect the other way around. But we, you know, it's just way too early for me to have any real opinion about that. We've looked at it in detail. We've looked at their product. We've looked at their technology stack. You know, Sangoma has multiple platforms already that we operate, so we've gotten good at that. So we don't feel any need, you know, to force customers off any platform they're using.
We're gonna keep operating and keep investing in the NetFortris platform. If there's a way to bring them more closely together over time, then of course we would do that.
Great. Just lastly for me, can you just touch on the channel and channel overlap and whether they're selling, you know, both UCaaS piece of the channel and managed services through the channel or is it one of the two?
Yeah, good question. The answer is both, yes. You know, like you would expect for any hypothetical channel partner, it would be quite common that a channel partner would have some. I'm not sure what word to choose for Gavin. I don't wanna go too far with it. Specialization or leaning or, you know, preference is maybe too strong a word. For us it's normal that if you found, you know, any one individual Sangoma channel partner and said, you know, are they more comfortable with UCaaS and more comfortable with CCaaS? It depends upon the partner, right? If the company started in the UCaaS world, they're probably a little bit more comfortable with UCaaS, and we're having to bring them along on CCaaS.
If they started as a contact center partner, they're probably more comfortable in CCaaS, and we have to bring them along with UCaaS. It's exactly the same way in the NetFortris channel structure. Their partners are able to sell both and many do, but like most channel partners, they probably started on one side or the other, right? If they began as a UCaaS partner, they probably feel a little bit more comfortable with UCaaS and have been taught and been introduced to MSP. If they started as an MSP channel partner, they're probably a little bit more comfortable with the MSP product offering, and they've had to be introduced to the UCaaS offering. That is exactly what Sangoma's experienced in because of the rest of our existing product suite.
Great. Last one. Thank you much.
Okay.
The next question is from James Green from William Blair. Please go ahead.
Thanks for taking the question. Just one on NetFortris' customer base, 6,000 customers. Is there a lot of overlap there between that customer base and your existing customer base? Just in terms of the size of the customers, I know you said they have everything from small to enterprise. Is there any certain focus or geographic focus there, as you approach the company? Thanks.
Good question. Good question, Jim. Thank you. So on the first one, there is surprisingly little overlap between the NetFortris customer base and the Sangoma customer base. You know, and I say surprisingly very consciously, you know, there's 6,000 of them, and I don't know what the number is yet, Jim. We haven't really had time yet to go through our database and go through their database. But it's small. Most of them are unique to each respective company, and that's why the cross-selling opportunity is so good. Then in terms of customer size, if I remember the second part of your question here, yes, they go right from SMB to enterprise. I tried to give you a couple of examples of some of the larger customers.
I just picked two or three at random. They have multiple customers with hundreds and thousands of sites, let alone seats. Everything from 10 seats to 1,000+ seats. The focus I would say is mid-market, right? Like for Sangoma, sure, I can point you to many large customers, but you know, if Sangoma gets a 3,000-seat or 10,000-seat or 40,000-seat opportunity on the hook, the whole company kind of rallies around it because it's not that common that we win a 10,000-seat customer. It's very similar for NetFortris. When they're winning a very large one, Jim, it's you know, all hands on deck. Everybody knows about it.
Oh, there's this 10,000 seat opportunity." Whereas it would be much more normal to have a, you know, 367 seat customer.
Great. Just on the M&A side, you know, we've seen a lot of M&A within the MSP space here in the last probably 2-3 years. You know, this opens up a new channel for you know, inevitably to be able to provide all the IT services to a mid-sized company, et cetera.
Yeah.
Who don't have the wherewithal to do it. You know, as you think about that, are there other products that, you know, sort of are in the forefront for you to add to the current, you know, set that you have now to further drive ARPU?
Well, we've already started some of that. In some ways, Jim, I feel like the company, our company, is even a little bit further in front of our customers and channel on this. Now, we've got an MSP offering now that most of our channels at Sangoma and sales reps haven't sold before. We have access control as a service and desktop as a service, all new things. My sense would be the focus for the next year is probably on ramping up revenue with the new products we've recently introduced, rather than looking to add a next brand new product. But I would also acknowledge to you that predicting that is inherently difficult, right? One goes out and looks for acquisitions and we sometimes joke on these calls.
I use the phrase, you have to kiss a lot of frogs, right? To find the prince. You know, sometimes you're out there talking to a company and find out as part of the thing you knew they had something different. All of a sudden you're intrigued and could that fit? I'm not gonna focus on adding the next new product over the next year. We need to get more of our customers buying the whole suite. We have to get desktop as a service tracking. We have to get MSP tracking. I'm open to it, and we think about it. You know, my view is really it's less about whether an IT department at a customer is competent and technically capable of sourcing other products on their own.
For most of our customers, especially in the mid-market enterprise, they absolutely are. It's not about whether they can do it's whether it's in their best business interest to do so, right? You have to go look at a bunch of vendors and pick the one you want and negotiate a contract and onboard that vendor that replaces something your employees already need to do. Then you have to deal with a different way of getting tech support from a different vendor, and you have to get a different set of invoices. It's for us very, very clear that our customers would rather get more from fewer trusted suppliers, and that's why I'm interested in doing more stuff for them. It's not because we're trying to jam it down their throats. It's them kind of pulling us along on that path.
Great. Thank you very much.
You're welcome, Jim.
The next question is from David Kwan from TD Securities. Please go ahead.
Morning, guys.
Hi, David.
I'm curious to get your thoughts on NetFortris and maybe why the business wasn't growing faster.
Yeah. You know, it's always a tricky one. We've bought other businesses in the past that weren't growing as fast as we were, and, you know, then we're able to accelerate it. There's so many factors, David. You know, part of it is related to, you know, just kind of the company DNA. How important is it to the company and how much does the company focus on it and talk about it? You know, I think that's different for us than it is for many smaller or mid-sized private equity firms backed companies, right? Who, you know, may be looking for growth at some stages and cash flow at other stages. That's one factor. I think, you know, the narrowness of a product portfolio contributes.
The fewer products you have, the less you can cross-sell other new products into the same installed base. It's harder and takes longer and costs more to acquire a new customer than it does to expand your footprint with an existing customer. I think part of it is the people. They had some turnover challenges a few years ago. So I you know, for me to comment explicitly on what exactly, you know, caused an issue three years ago or two years ago is less what we're focused on. What we're focused on right now is what is the growth rate? What will we do to accelerate it even further? What's the right valuation, you know, for the set of parameters that existed inside a company we're thinking about acquiring?
No, that's helpful, Bill. On the MSP business, I'm just curious to get a sense of how much of a priority it is for your business. Like, how much of the business do you think it could be in three to five years, whether you look to obviously grow that organically, but also from an M&A perspective, I'm just trying to get a sense of, from a capital allocation standpoint, how much of a priority the MSP business would be versus kind of the core cloud communications.
Well, I mean, I think I can talk about it qualitatively, but you know, quantifying how much of the business it could be in three or five years, I wouldn't touch that with a barge pole, a couple of hours after owning the business. We have to get in there and understand it and see how the cross-selling is going and look at whether we would like to do more acquisitions in this area. Before I talk about it qualitatively, I will say that one of the things I really liked about NetFortris on this topic, David, is, you know, we looked at other MSP businesses. You know, $50 million, $100 million MSP businesses.
One of the challenges with buying a company like that is it's a very big bite on something that is 100% new to us. You know, so you go buy a $100 million MSP, and it takes you longer to figure it out than you thought it would. Now you're not feeling great about, you know, buying that $100 million of revenue before you've got it all sorted. Whereas here we're buying a $50 million company that's, you know, over half UCaaS. You know, we've really thought about both the upside opportunity for shareholders and how do you mitigate risk as you're going through the introduction of this brand-new thing, you know, without biting off more than you can chew.
That's kind of my comment about MSPs and acquisitions and, you know, I'm not gonna go into the how much will the revenue be in five years and how much will be MSP. On the qualitative part of my answer, I would say we're pretty excited about this. You know, I think there is a very big opportunity here. We know that all customers need some of the things that are inside our MSP portfolio now. We know that all of our customers already have one of those things from some vendor. You know, as I joked, you know, several of you, but literally several of you on this call have reached out to me by email over the last few months saying, "You know, would it ever make sense for Sangoma to do managed security?
Every time I turn around, there'll be an article about some company being hacked. There's a lot of excitement at Sangoma. We're gonna give it lots of attention. One of the benefits of economies of scale is that as we get bigger, we can afford to do those kinds of bets. This is one we're gonna invest time and energy in, absolutely 100%. I don't think I wanna try and tell you a fraction of revenue or how many acquisitions in that space yet so soon into it, Kwan.
Okay. That's fair. Last question. Can you talk about what the implied valuation multiple would be if you had paid out the earn-out in full?
Yes, we did that calculation, wondering if somebody would ask it. I'll try and answer it, and Larry or David, if I need help, please jump in. Interestingly, David, it doesn't change very much. I totally realize why you would expect it would. I think at 100% earn-out, the 1.3 actually drops slightly, like somewhere between 1.25 and 1.3. You know, and that's because once you're talking about the earn-out, we're no longer looking backwards on trailing twelve months or this year. By definition, you're talking about the next twelve months. In that case, the extra revenue that would be part of the company during those forward twelve months that led to them getting the full earn-out just offsets the additional earn-out payment. That's how it works.
David or Larry, do I need any help there, or is that pretty close?
That's good, I think, Bill.
I guess the way to take that, Bill, is that to get that earn-out, though, like the business, the revenue growth really needs to accelerate here. It looks like it's in kind of the mid- to high teens.
I don't know that it's mid- to high-teens, David. What I would say is it needs to accelerate, and it is accelerating now, and we expect to accelerate it further, absolutely.
Okay. Yeah, I just took, like, the increase, like the 80 over the 68, so that gets into the high teens. If you're saying it drops a bit, then maybe it's in the low to mid teens, I guess, maybe.
Yeah.
Okay. Okay, thanks. That's it for me.
Okay.
This concludes the question- and- answer session. I'd like to turn the call back over to David Moore for any closing remarks.
Ladies and gentlemen, thank you very much for joining us today. This concludes today's conference call, a recording of which will be available on our website shortly. I want to thank you for participating today, and have a very pleasant rest of your day.
Thank you, everyone.
This concludes today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.