Greetings. Welcome to the Powerfleet, Fleet Complete Q&A call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press* zero on your telephone keypad. Please note this conference is being recorded. Today's remarks will contain forward-looking statements. Actual results may differ from those contemplated by these forward-looking statements. Factors that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements are described in today's earnings press release. Any forward-looking statements made on this call are made only as of today, and Powerfleet assumes no obligation, nor does the company intend to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.
During this call, both GAAP and certain non-GAAP financial measures will be presented. The company refers you to the press release issued earlier today for certain disclosures regarding non-GAAP financial measures. The press release is available on the investor section of Powerfleet's website at ir.powerfleet.com. I would now like to turn the call over to Powerfleet's CEO, Steve Towe.
Good morning, everyone. Thank you for joining today's call. I'm excited to share the details of a further highly transformative step for our company, the acquisition of Fleet Complete. This acquisition is a major milestone for Powerfleet that will drive significant long-term value for our shareholders. We work in a highly fragmented and fast-growing market, where the adoption and value of the software solutions we provide has evolved to mission-critical application status for our customers. The market has morphed in recent years to a two-tier structure. A small number of consolidated growing entities have successfully migrated to focus on delivering best-in-class software and data services to their clients. This consolidating minority enjoys rapid growth rates and is recognized in terms of valuation, multiple, and further seller value creation opportunities for their stakeholders.
The second tier of many, many smaller providers are struggling for investment and scale to be able to compete with a highly evolving set of market needs, the pace of innovation of technology, and the ever-growing demands of customers for best-in-class service. On joining Powerfleet in the Q1 of twenty twenty-two, I set out an ambitious vision and strategy to offer a disruptive and differentiated proposition at scale to compete at the very top table of the global industry. We wanted a unique portfolio of products that would have depth and breadth to allow the company to be positioned as a world-class partner to its customer base it serves, and over time, transform the value creation and investment opportunity for our shareholders.
Now, just two and a half years later, we are now able to truly fight, compete, and be able to be recognized as a highly credible global leader in the space. We're thrilled to announce the strategic acquisition of Fleet Complete for $200 million. Fleet Complete is a well-established leader in connected vehicle technology and fleet management, operating across North America, Australia, and Europe. The acquisition positions Powerfleet as one of the very top-tier global players in the rapidly expanding AIoT market, with a combined subscriber base of circa 2.6 million and projected revenue of over $400 million in this fiscal year. There are several compelling benefits from this acquisition. First, it enhances our revenue quality and scale by expanding our presence in North America, Europe, and Australia, doubling the size of our operations in these three high-quality revenue markets.
With Fleet Complete strong distribution partnerships with major telecommunication providers and market-leading OEMs, we gain significant cross-selling and upsell reach through highly expanded go-to-market channels. Additionally, the acquisition diversifies our revenue streams by integrating Fleet Complete high-velocity mid-market business into Powerfleet enterprise base. This provides balanced exposure across regions and business models, creating a more resilient foundation for growth. Furthermore, Powerfleet's In-Warehouse and Unity solutions open up concrete new avenues for us to expand revenues within Fleet Complete customer base. A joint annual recurring revenue base of more than $300 million gives us an excellent opportunity to drive further wallet share and solidifies our ability to reach an accelerated double-digit growth rate in the coming years. Financially, this acquisition is highly accretive. Pre-synergy, we expect Fleet Complete annual run rate to deliver $105 million in revenue and $25 million in EBITDA.
With the identified revenue and cost synergies, we anticipate an additional $15 million in additional EBITDA within two years of close, bringing post-synergy EBITDA to $40 million. Importantly, this transaction is valued as an attractive eight times pre-synergy and five times post-synergy EBITDA, which creates substantial value for our shareholders. This acquisition also significantly enhances our Unity data ecosystem by adding around 600,000 new subscribers. Fleet Complete's AI-powered video solution, FC Vision, further expands Unity's portfolio, especially in the growing AI-driven camera space. Fleet Complete's state-of-the-art FC Hub software and data platform will add further capabilities to Unity's depth and breadth as an industry-leading data highway.
... as we have with the MiX transaction, Fleet Complete's customers and partners will be able to purchase and utilize the value-added solution Unity provides through a single pane of glass within six months of the transaction. Together, we will leverage these combined capabilities to accelerate innovation and deliver even greater value to our customers. In summary, the acquisition of Fleet Complete is a terrific transformative move for Powerfleet, setting the stage for substantial growth, enhanced shareholder value, and leadership in the global AIoT markets. We expect the transaction to close on October the first, 2024, pending customary approvals. It is now my absolute pleasure to introduce you to Tony Lourakis, Fleet Complete Founder and Chief Executive Officer. Tony?
Thank you, Steve. It's an honor to stand with you on this transformational and monumental day for Fleet Complete. I couldn't be more excited about what this transaction means for our customers, employees, and channel partners. For our customers, this transaction allows us to integrate our best-in-class FC Hub platform into Powerfleet's industry-leading Unity suite of products and services, delivering AI-driven insights to save lives, time, and money. Additionally, we expect significant demand from our existing customers for Powerfleet's In-Warehouse solution set, creating a single end-to-end unified offering to optimize fleet vehicles, mobile fleet assets, and in-warehouse equipment. Together, these enhanced capabilities will provide our customers with the most advanced AIoT solutions available globally. For our employees and channel partners, this transaction positions us as a true industry powerhouse with a broader and highly differentiated product portfolio.
With 2,500 employees, including a technology organization of 400 people, we're poised to drive innovation further and continue elevating the customer experience to new heights. Nearly 25 years ago, I founded Fleet Complete in Toronto, Canada, and with the dedication of my incredible team of over 600 employees, we've grown into a global success. While today marks the end of Fleet Complete's standalone journey, it is the beginning of an exciting new chapter for the combined business. I'll now hand the call over to David Wilson, Powerfleet's CFO, who will walk you through the mechanics of the deal. David?
Thank you, Tony. Tony, we are thrilled to welcome you and the broader Fleet Complete team into the Powerfleet family. Let me begin by walking through the funding details of the Fleet Complete acquisition, with a specific focus on the sources and uses of capital. The total transaction value is $200 million, plus an estimated $10 million in transaction fees. We've structured the financing through a combination of new debt, newly raised equity, and existing equity rollover. Specifically, $125 million from a senior secured term loan facility provided by an existing lender, RMB, a division of FirstRand Bank Limited. This debt is priced at SOFR plus 5% and has a five-year bullet maturity. $70 million through a private placement or PIPE of common stock to a combination of existing and new shareholders.
The PIPE will issue twenty million shares of primary common stock, representing an approximate 24% discount to the $4.60 ten-day volume weighted average price per share. The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. except pursuant to an effective registration statement or an applicable exemption from the registration requirements. The company has agreed to submit registration statement filings for the underlying common stock no later than sixty days after closing. In addition to the above cash consideration, $15 million of primary common equity will be issued to Ontario Teachers' Pension Plan Board, an existing shareholder of Fleet Complete, based on the terms provided to the investors in the PIPE.
We expect this strategic acquisition to be accretive to our financials, with Fleet Complete's integration enabling us to unlock synergies and deliver enhanced value to our shareholders. I'll now hand the call over to Melissa Ingram, our Chief Corporate Development Officer, who will provide an overview of our integration and synergy realization plans. Melissa?
Thank you, David. Firstly, I wanted to give an update on the excellent progress we've made on the integration of the MiX business. With the luxury of the extended time between signing and closing, we had the opportunity to thoroughly plan our integration and EBITDA expansion programs, which enabled us to execute extremely well in the Q1. From an operational perspective, we were able to bring the teams together seamlessly, which led to the excellent business performance the company was able to achieve. As part of that Q1 performance, we realized $8.7 million of annualized cost synergies ahead of schedule.
Currently, we've surpassed $10 million in annualized savings, and we remain confident in reaching our $16 million cost synergies target we set for year one as part of the overall $27 million in EBITDA expansion we're committed to achieving within the first two years of the combination. Turning to the Fleet Complete acquisition, the business has been private equity backed for 10 years and operates as a highly efficient, well-run machine. As we plan the scope and timing of our integration, we have the flexibility to adjust our pace based on the ongoing success and evolution of the Powerfleet and MiX business integration. This approach de-risks any potential challenges for the combined organization and prevents us from overextending our operational teams or spreading ourselves too thin through this period.
As always, we're executing against our tried and tested integration playbook, which has been instrumental in previous transactions, and we anticipate delivering $10 million in cost synergies and $5 million of additional EBITDA from revenue synergies within the first two years. One of the largest drivers of these savings will come from reducing hardware costs. By sourcing hardware directly from Powerfleet instead of purchasing through third parties, we expect to capture in the region of $3 million in annualized savings. Furthermore, we believe there are efficiency programs in the areas of procurement, supply chain, and distribution, which will net a further $1-$2 million in annualized savings. Naturally, there are a number of duplicated costs in the business that we'll be able to minimize or remove as a natural part of the businesses coming together.
Finally, we expect to be able to realize efficiencies from overlapping geographies in Mexico, Europe, and Australia, where we'll streamline operations, minimize redundancies, and eliminate duplicative fixed costs. This will enable us to operate more efficiently across these regions, reducing overheads while optimizing our infrastructure and resources. Importantly, this transaction also allows us to accelerate and de-risk the year-two $11 million in cost synergies that we're targeting for fiscal 2026 from our MiX Telematics combination. Focusing on our heavily bloated G&A functions, much of those synergies were predicated on the rollout of a modern global back office system stack.
Fortunately, Fleet Complete is already running the exact same system stack we have begun rolling out, and their team, who has successfully managed these systems for over three years, will now take a key role in integrating it across the combined company. This immediate operational alignment will allow us to achieve those savings with significantly reduced risk. In short, this acquisition not only positions us to unlock cost savings sooner, but also sets the foundation for a more efficient and integrated business moving forward. I'll now hand the call back to Steve for closing remarks. Steve?
Thank you, David and Melissa, and a very warm welcome to the team, Tony. This is another super exciting step in our journey and a further strong statement of intent in the pursuit of the realization of our goals for the company. However, this remains just the beginning of us realizing the full potential of the organization and the associated value creation opportunity for current and future investors. We will now hunker down and focus on maximizing the organic growth potential the market provides, and achieve our medium-term goals of reaching SaaS Rule of 40 financial performance. We have everything we need to meet and beat this goal. It's all now about high velocity and high-class execution, something both the Powerfleet and Fleet Complete teams have an excellent track record in achieving.
We will be holding a further deep dive into the combined organizations and strategy on October the second, in the form of a virtual fireside chat with a broader set of leaders from across the new leadership group. That will be followed by our Investor Day gathering in New York City on November the twenty-first. Further information on both events will follow in due course. We look forward to continuing this exciting journey with our shareholders and stakeholders. Thank you, and we'll now open the floor to questions. Operator?
Certainly. At this time, we will be conducting a question and answer session. If you would like to ask a question, please press* one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press* two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Your first question for today is from Anthony Stoss with Craig-Hallum.
Congrats, guys, and nice job of moving quickly to get even more scale. Steve, I had two questions for you. For starters, how confident are you in your ability to integrate Fleet Complete following MiX? And then secondly, I'll just throw this one out, too. Love to hear about the opportunities you have to cross-sell Unity within that Fleet Complete channel. Thanks.
That's great. So, obviously one of the reasons that we brought Melissa on the call was to articulate in detail, you know, the forensic plan and execution that her and her team helped the leaders of the business deliver. And, you know, we have moved very, very quickly but effectively to drive the hard change through the MiX and Powerfleet business. In reality, you know, we've been able to plan and execute that through the last year. And I think if you look at our Q1 performance, you know, we didn't skip a beat operationally, and it was a big undertaking. So, you know, we, we're now north of $10 million through the initial year one, so we feel very good about what we have remaining for year one.
I think it's important to understand that a lot of our $11 million from year two was going to be the rollout of new operating systems and being able to create a more efficient operating model as a result. And one of the not the initial drivers, but as something that has become super important to us as part of this transaction, is those elite level operating systems that Fleet Complete has been through the maturation of, and now has a scalability for us to integrate into. So first of all, that cements our ability to achieve the $27 million, and also it adds speed and certainty to it. Then if you think about some of the other objectives we had, we wanted to scale go-to-market, particularly in North America.
The channels with the likes of AT&T and TELUS, you know, give us real unprecedented scale and reach to go and play against, you know, the Samsaras and the Geotabs of the world, with the level of go-to-market exposure that those guys have. So again, that brings us speed and certainty to support the efforts that we already have there. And as a result, you know, you're aware of our great growth rates currently in the Unity safety solution for our North American business. So we needed to scale up the operation, and obviously with the Fleet Complete size and scale in North America, it allows us to do that well. The answer kind of, you know, how I've kind of articulated this internally and to the board is, we can go at the pace that we need.
So if we do start to see any rumblings, which we're not expecting in what we're trying to achieve from our original plan, we can slow things down. Because the cost savings plan that Melissa described is not highly invasive into the organization. It's good, solid efficiency, plus it's adding value to the Fleet Complete organization. This is about enabling us to get to those double-digit, 20% growth rates. And so we... You know, the first thing we're gonna go do is get our solutions in the hands of the channel partners and the Fleet Complete customers.
As Tony articulated, the combination of our solution sets and what FC Hub and FC Vision, the camera solution, brings to our portfolio, gives us by far the most formidable portfolio across across all asset types: passenger cars, light commercial vehicles, heavy logistics trucks, warehouse vehicles as well. So we're very excited about getting that cross-sell upside opportunity going. Plus then adding in Unity's unique capabilities, that, you know, Tony and I, when we first talked about our platforms and our product strategies, we were trying to achieve the same things. And so the combination to be able to scale it together is super, super exciting. You know, we, we've talked long and hard in our recent calls about the momentum that we're getting for the device-agnostic capabilities, the third-party integrations, the requirement and need for extra applications with added AI and data science.
You know, Tony fully believes that, you know, and we agree with him, that his customer base is rich to take those solutions, and plus it fills a gap in some of his channel partners, where a more enterprise-level set of functionality and requirements, we can now fulfill with those partners. This is a win-win, and you can hear the excitement in all of our voices about what this means for both companies on a growth perspective. From an integration perspective, you know, I think we've now, across two and probably three transactions, really shown our capabilities of being making this a real positive journey, doing some tough stuff within the organization for sure, but not skipping a beat. And so I’m very, very confident in the team’s ability to execute the integration plan, and super excited about the accelerated growth opportunities that this is gonna bring us.
Thanks for all the color. Congrats again.
Your next question for today is from Scott Searle, with Roth MKM.
Hey, good morning, good afternoon. Congrats again, guys, on, I guess, deal three at this point in time. Hey, Steve, just quickly to follow up on, on, Tony's prior question. Unity availability, you know, from a MiX standpoint, you talked about six months of being able to get up and running, cross-sell those customers. Given that you got some sales synergies built in in the second fiscal year, I'm assuming it's somewhere in the, the same ballpark. Wanted to confirm that. And what's been the organic growth rate that you've been seeing on the Fleet Complete side, over the last couple of years? Give us some sort of benchmark of how that business has been trending.
Yeah. So six months, rinse and repeat, in terms of not only getting the Unity capabilities into the hands of the Fleet Complete go-to-market environment, but also as well, getting Fleet Complete solutions into the hands of all the regions from a Powerfleet perspective. They have state-of-the-art, best-in-class solutions that our general managers in our territories feel there is an opportunity in their local markets to go and sell. So we're super excited about that. Just remind me of your second question again, Scott?
Oh, just the growth rate that you were seeing with Fleet Complete.
Growth rate. Yeah, got it. Yeah. So it's been a model, moderately single digit growth over the last couple of years, kind of similar to where MiX and Powerfleet has been. The growth rates have been higher, but there's been a couple of things in kind of 2022 and early 2023, which have stunted that growth, which we now believe we're past, that ultimately will expand the growth rates. And those are, firstly, the 3G shutdown was, you know, a significant enabler for. Or a lack of enabler to be able to grow strongly in some of their channels as that kind of hit. And then secondly, as Fleet Complete built out-...
FC Hub, they did do a full migration of their North America customer base to the new platform, which obviously, you know, there's a period of time where you experience a little bit more churn. We're now through both of those, and, you know, we're now starting to see growth rates pick up, and Tony, you may want to add to that, but we're very encouraged by what we're seeing for the future.
Hey, Steve, if I could just quickly follow up then, you know, certainly in the Fleet Complete side, you get the Unity platform. It sounds like warehouse applications have a deep interest on that side. But you mentioned that they've got some best-in-class solutions. I'm wondering from a module standpoint or vertical market standpoint, if you could just provide a little bit more color there. And then on the partner front, very exciting to hear a channel with AT&T and TELUS. I was wondering if you could expand on that a little bit. Thanks.
Yeah. So, so Tony, why don't you take those two?
Yeah, sure. First, thank you, Steve, and first, perhaps on the channel partnerships. These have been how we've built our company over the last decade and a half. These are long-standing, very deep channel partnerships. We've been partnered with Telus for 17 years and AT&T for about 14 years, so very deep and long-standing channel partnerships. And it's what's been the main growth driver for us in the North American market. These channels provide, you know, massive access to the market with thousands of business sellers in each of them and various forms of distribution. So we're really excited to, in the very near future, enable the Powerfleet capabilities into those channels, specifically on the in-warehouse products and the Unity platform. I think these will be both very well received by our customers and our channel partners in these markets.
Tony, just talk about some of your solutions in terms of FC Vision and what FCHub will bring to some of the Powerfleet regions.
Yeah, sure. So FC Hub is in essence the completely new tech stack of our platform. We started the project about three years ago and brought it to market about two and a half years ago, and it's a completely new tech architecture of our platform from the ground up. So although we're a twenty-five-year-old company, we have a brand new state-of-the-art, best-in-class product platform. And the same thing can be said for our FC Vision product. Our FC Vision product is a video AI dashcam solution that coaches drivers in real time while they drive and captures video snippets of infractions that can be completely customized by the end user.
So creating a very sort of powerful solution to drive improvements in safety and efficiency and so on. We're increasingly winning in competitive situations against other players in the market, well-known players such as Samsara or Lytx, with these products. These two products, FC Hub and Vision, have been very well received by our existing customer base and are enabling us to win more new logos, thanks to them.
Great. Steve, Dave, Tony, thanks so much. Congratulations, and very exciting. I'll get back in the queue.
Thanks, Scott.
Your next question is from Dylan Becker with William Blair.
Hey, gentlemen. Congrats here. Really sounds like a highly accretive transaction. I guess maybe starting for Steve, you kind of ran through the gamut, right? You're adding product, data scale, geographic mix, and distribution here, all key components and maybe that long-term financial profile you've called out. But can you give us some context on how that drives greater confidence in your ability to get to kind of that double-digit, maybe even 20% growth profile? And not only get there, but also sustain that kind of type of momentum throughout the business over the next several years.
Yeah. So if you look at those that are achieving those growth rates in the industry, first of all, there's not many of them. And secondly, what they have is horsepower. So they have scaled organizations. They have a real pivot to software solutions. They're able to service multiple customers in multiple regions and different levels of customers from mid-market up to enterprise. So you know, from a me-too perspective, you know, the combinations that we've put together now really give us that horsepower to go and fight at that level. So, you know, scale. I've always said scale is important, but we have to also come along with a level of disruptive and differentiated propositions. And we've now thoroughly tested out in terms of market receptivity, and we're seeing the growth in terms of Unity and what it brings.
Adding into that, then the capabilities that Fleet Complete have. As I've said before, we have the most phenomenal stack of solutions for our customers to be able to enjoy. From a go-to-market perspective, we now have diversification. We have a strong enterprise direct business that is doing well, that over the last two years, we've really kind of moved to real SaaS enterprise selling. Now with the ability to have channels at scale and bring the combined forces together, not only from a go-to-market perspective, but also from an innovation perspective, that is super, super exciting.
When we talk to, you know, not only the channels in the telco spaces, but some of the OEMs, you know, they're looking for a provider that delivers best-in-class service that they can go with internationally, and has got the ability to be agile and move at the pace that they wanna go. So whether it's on the direct side or the indirect side, we create far more balance in the organization. We've got far more reach into customers and asset bases that we need to get to. Our product set, you know, we're able to cross market, cross vertical, cross geography, so, you know, it puts us in a really, really strong position. So as long as we execute well, and as long as we continue to move at the pace that the market wants to deliver, then we're highly confident this is very, very sustainable.
And what I would say, finally, you know, we've been very smart about bringing these companies together in terms of what type of companies we're looking for. We were looking for companies that took one plus one equals three, in terms of, you know, they had all the key ingredients to create a global powerhouse. Maybe didn't have in a single entities-