Ladies and gentlemen, thank you for standing by. Welcome to the CACI International conference call to discuss the pending acquisition of Azure Summit Technology. Today's call is being recorded. At this time, all lines are in a listen-only mode. Later, we will announce the opportunity for questions, and instructions will be given at that time. If you should need any assistance during this call, please press star zero and someone will help you. At this time, I would like to turn the conference call over to George Price, Senior Vice President of Investor Relations for CACI International. Please go ahead, sir.
Thanks, Desiree, and good morning, everyone. I'm George Price, Senior Vice President of Investor Relations for CACI International. Thank you for joining us this morning to discuss our pending acquisition of Azure Summit Technology, which we will refer to going forward as Azure Summit. We are providing presentation slides, so let's move to slide two. There will be statements in this call that do not address historical fact, and as such, constitute forward-looking statements under current law. These statements reflect our views as of today and are subject to important factors that could cause our actual results to differ materially from anticipated. Those factors are listed at the bottom of this morning's press release and are described in the company's SEC filings. Our safe harbor statement is included on this exhibit and should be incorporated as part of any transcript of this call.
I would also like to point out that our presentation will include discussion of non-GAAP financial measures. These should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP. Let's turn to slide three, please. To open our discussion this morning, here's John Mengucci, President and Chief Executive Officer of CACI International. John?
Thanks, George, and good morning, everyone. Thank you for joining us to discuss our pending acquisition of Azure Summit. With me this morning is Jeff MacLauchlan, our Chief Financial Officer. Slide four, please. Earlier this morning, we announced an agreement to acquire Azure Summit, a provider of innovative, high-performance radio frequency or RF technology and engineering focused on the electromagnetic spectrum. This is an extremely compelling acquisition for CACI, strategically, culturally, and financially. From a strategic perspective, Azure Summit adds established and complementary technology and expands our customer presence. We are a disciplined acquirer, buying great companies with differentiated capabilities to fill gaps, and Azure Summit is another good example of this strategy in action. The company also has very strong cultural alignment with CACI and brings an exceptionally talented workforce.
As we've said before, we achieve our success because of our employees' talent, innovation, focus on excellence, and commitment to customer missions. Azure Summit is a company of talented people that also share those same ideals. The acquisition of Azure Summit is not only a strong strategic and cultural fit, it is also attractive financially to CACI, and one we are able to execute as a result of the strong financial position of our company. The acquisition is accretive across numerous financial metrics, and Jeff will share more details shortly. This is yet another example of our flexible and opportunistic capital deployment approach, which is focused on long-term growth and free cash flow per share. Slide five, please.
A brief overview of Azure Summit's business and capabilities will help illustrate why it's such a great fit for CACI and why we are excited for the combined company going forward, and the even more expansive technology solutions we will be bringing to customers. Azure Summit is a defense technology company, founded nearly two decades ago, with over three hundred employees, 80% of whom hold a security clearance, and more than half being engineers in areas of high demand. Their talented workforce designs, develops, and possesses deep technological capabilities in our hardware and system design, digital signal processing, software development, and highly automated testing that addresses signals and electronic intelligence, electronic warfare, and ISR, enabling customers to dominate the electromagnetic spectrum. They build RF and other software-defined hardware, like their Switchblade products, which are incorporated into systems for maritime and airborne platforms.
They've grown from a Tier 2 subsystem provider to OEMs, to a Tier 1 prime on programs of record, following a path similar to CACI's. In that role, they bring a sizable installed base, system production capabilities, system automated test differentiation, as well as a diverse set of maritime and airborne platform customers. When we look at Azure Summit, we see a company with a similar strategic vision and appreciation of the challenges posed by accelerating technological change, an innovation-focused culture, and an unwavering commitment to national security. It is a perfect fit for CACI. Slide six, please. Through the lens of our M&A strategy, Azure Summit is a fantastic acquisition. Our strategy identifies where we have gaps in capabilities, customer sets, and/or past performance. To fill those gaps, we invest internally, we partner, or we acquire.
Let me discuss the strategic value of the combination in a little more detail. First, Azure Summit's strategic objectives are similar to CACI's: provide spectrum advantage through software-defined solutions. They have an established and mature RF hardware installed base, one in which CACI's mission software can be inserted to expand the mission set to include counter-UAS, detection of additional signals, and electronic attack, just to name a few. The combination provides significant long-term opportunities across the DoD. Second, CACI has industry-leading capabilities for land, maritime, and space. When combined with Azure Summit's additive presence in maritime and airborne platforms, this provides significant cross-selling opportunities. Together, we will expand the breadth of our customer access and gain additional customer insights, both of which are invaluable to growing across the market. Third, Azure Summit increases our footprint in rack-mountable, large platform SIGINT and EW mission systems, complementing our existing offerings.
The combination of these capabilities gives our customers access to best-in-class form factors, software, and talent across the entire spectrum of SIGINT and EW solutions. Finally, CACI currently manufactures a range of software-defined RF technology, which we are seeing increasing customer demand. Azure Summit has developed a strong set of automated production testing capabilities and brings additional manufacturing capability. The combination of our capabilities enables us to address increasing customer demand with greater efficiency. In summary, this is a complementary acquisition that amplifies our focus on enduring, well-funded customer priorities. Our combined capabilities and technology expand our market and align with our strategy of delivering predictable growth, strong profitability, and increasing free cash flow per share. With that, I'll turn the call over to Jeff.
Thank you, John, and good morning, everyone. Please turn to slide seven. As John mentioned, Azure Summit is an extremely compelling acquisition for CACI in several ways. Let me discuss the financial aspects in a little more detail. We're acquiring Azure Summit for an enterprise value to next 12 months EBITDA multiple of slightly less than 10 times. The all-cash purchase price is $1.275 billion. As a result of the structuring of the transaction, there is a tax benefit that we expect to realize over the next 15 years, present value of which is $194 million. So net of the present value of the tax asset, our effective consideration is $1.08 billion, which is the amount we refer to when discussing valuation multiples.
Over the next twelve months, we expect Azure Summit to deliver approximately $440 million in revenue and approximately $110 million in EBITDA, which includes the impact of one-time transaction-related expenses. Azure Summit is a growing and highly profitable company that is accretive to CACI's revenue growth, EBITDA margin, adjusted EPS, and free cash flow per share in the first year. We will provide updated FY 2025 guidance in our normal rhythm after the transaction closes. In terms of financing, we've executed a committed bridge facility concurrent with the execution of the purchase and sale agreement. Permanent financing will be in place at closing. Currently, we expect to issue $750 million of new transaction debt, likely as a seven-year term loan B, with the remainder of the purchase price expected to be funded under our existing revolving credit facility.
Post-closing, we expect net debt to trailing twelve months pro forma EBITDA leverage of 3.1 times, slightly above our 2.5-3 times target range, with the ability to quickly return to that range based on the strong combined cash flow characteristics of the business. In terms of timing, we expect the transaction to close in our second quarter of fiscal 2025, and of course, closing is subject to regulatory approvals and other customary conditions. In summary, we're extremely excited about the acquisition of Azure Summit and the significant benefits we expect to see from the combination. And with that, I'll turn the call back over to John.
Thank you, Jeff. Let's go to slide eight, please. To wrap up, this is a fantastic acquisition for CACI. The combination of Azure Summit with CACI's technology portfolio, broad customer and contract base, and significant business development and investment resources will enable us to deliver more value to our employees, our customers, and our shareholders. For the employees of both companies, we are extremely well-aligned culturally and share many common values. The opportunities to invest ahead of need, to innovate, and to grow mean more opportunities for everyone. That theme is encapsulated by our employee value proposition. Your potential is limitless, so is ours. To the employees of Azure Summit, we're excited about the possibilities of the combined company. We look forward to welcoming you to CACI.
For our customers, we will be one company with an unwavering commitment to your national security missions and deep understanding of the importance of the speed and agility that software and software-defined technology deliver. The combination of CACI and Azure Summit broadens access to our combined technology portfolio, enhances our ability to invest ahead of need, enables us to deliver capabilities even faster. For our shareholders, acquiring Azure Summit is compelling both strategically and financially. It is consistent with our M& A strategy, which has served us well over many years. The combination of CACI and Azure Summit enhances our ability to drive long-term growth, invest ahead of need, and increase free cash flow per share. With that, Desiree, let's open the call for questions.
Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. If you are called upon to ask your question and are listening via speakerphone on your device, please pick up your handset to ensure that your phone is not on mute when asking your question. We do request for today's session that you please limit to one question and one follow-up question. Again, press star one to join the queue. Your first question comes from the line of Peter Arment with Baird. Your line is open.
Yeah, good morning, John and Jeff. Congratulations on the deal. Hey, John, maybe if you could just talk a little bit about, you know, either programs of record or backlog, whatever you feel like is the best way to kind of highlight how Azure has done. It sounds like they've continued to be, you know, very disruptive from a technology standpoint, and maybe you want to, just as a follow-up, speak about the significant opportunity that you think about the combination. Thanks.
Yeah, Peter, thank you. Look, let me start off with, you know, what they do and put a little more color than I shared in my prepared remarks. Look, they are an extremely compelling company. We've watched them for a number of years. We have partnered in the past. What I liked about it, frankly, first and foremost, they're culturally well aligned. 300 talented folks, over half of them have really tough to find engineering skills. They live and breathe mission, just as everybody here in CACI does, with about 80% of their employees cleared. Their hardware has a sizable install base on maritime and airborne platforms, and they successfully designed, produced, and delivered at scale.
So, you know, like us, their customers trust them, they like their technology, and they wanna work with them. Beyond the technology that they bring, they bring customer access and customer presence that frankly, we don't have. They expand our airborne and maritime platform portfolio. They have a complementary presence within NAVWAR. They bring presence within NAVAIR. They also bring presence under multiple Army ISR programs of record. So we have a much broader customer set to which we can cross-sell Azure Summit capabilities with our industry-leading BD. So when we say customers, what I want people to do on the call today is think beyond that to platforms. We too quickly say that they're at NAVWAR or as we are, but it's a number of platforms and what program offices they are in.
That's where the true synergies are. Levels to which you probably won't hear me talk about on these calls because that gets to a very business development-like tactical level. But we have such a great opportunity here for to tap into additional narrow, deep funding streams that are gonna drive additional growth. So the customer set that they bring, the hardware RF chops that they bring, the fact they well understand software-defined tech, the fact that their customers rate them highly on everything that they have delivered, as well as being a strong partner on Spectral, that's sort of how I wrap a bow around why we're so excited to get through closing and start working on the number of synergies that we believe we'll have going forward.
Appreciate it. Appreciate the details. Thanks.
Our next question comes from the line of Matt Akers with Wells Fargo. Your line is open.
Yeah. Hey, good morning, guys. Thanks for the question. I just wanted to ask about, you know, how you're sort of thinking about the balance sheet, you know, three point one times after the deal. I think you said in the past you're comfortable even higher than that, but just curious if, you know, you pay down a little bit more debt after this deal, or you still think about it as pretty flexible options in front of you?
Yeah, I mean, thanks for the question, Matt. You know, again, this is in our range. I mean, we've said 2.5-3. We will be at 3.1 at closing, but obviously not for long. The cash generation kind of gets us back in our target range relatively quickly, leaving us really plenty of room for, you know, to remain being flexible and opportunistic in the way we deploy capital. So, I mean, we, you know, there's no significant restraint or restrictions here going forward. I mean, we'll continue our normal posture.
Great. Thanks. And I guess just, you know, that your numbers in the presentation imply about 25% margins from the company contribution this year. I think Jeffrey said maybe there's some, you know, anything related to the deal included in that, but just curious how sustainable that is, and how they're able to get that high margin.
Yeah, Matt, thanks. Look, their technology is a mix of larger scale systems technology deliveries on a number of cost plus contracts, and then shorter cycle software-defined and hardware tech. Their margins reflect their higher mix of revenue in the last two areas clearly. We will provide updated guidance once we get through closing and get through the initial phases of our integration on both revenue and on EBITDA financial manner measures. But you know, they bring a hardware installed base that we can leverage with our mission software. They have complementary and additive customers and programs, complementary technology.
You know, we're looking forward to sharing with you all the direct impact financially that they have in both revenue and initial as well as sustainable EBITDA margins.
Great. Yeah, thanks, and congrats on the deal.
Thanks so much, Matt.
Next question comes from the line of Toby Sommer with Truist Securities. Your line is open.
Thank you. From a timing perspective, is there a particular customer opportunity coming together at this juncture that prompted this? Or is this a sort of a union that you think could have happened at many or any point in time?
Yeah, Toby, thanks. No, there's no secondary reasons for timing of this deal. As you all know, this is, I think, it's our ninety-ninth deal. Look, this is a company that, you know, they were looking to move forward. At the same time, we were looking for outstanding companies who understand the importance of the electromagnetic spectrum. If we zoom out a bit, look, every conflict today, EW and electromagnetic spectrum is at the center of every single fight today. It's gonna be at the center of any next fights coming forward.
And I really wanted to fill that gap of making sure that from kilohertz to gigahertz across every domain, whether it was land, air, sea and space, that we have this area covered. It is clear from even early morning remarks from the Secretary of the Army this morning, talking about budgets and electronic warfare, electromagnetic spectrum, are going to be growing. This is where the fight is today, and this is where the fight is going to continue. So, you know, the only time we've been better than announcing this today would have been announcing it, you know, two months back. So, look, they're a partner on our spectral program. They have a program which is a precursor to Spectral. They're doing fantastic deliveries.
You know, it would be an easy connection that they and us and the Navy have, you know, had discussions around how do we make their long-term production run, followed by our long-term next gen production run. You know, how do we all collectively get capabilities out to the field at the speed of the fight? I will punctuate the fact that every future conflict, electromagnetic spectrum and EW, as well as kinetic and non-kinetic defeat mechanisms, are gonna be at the center, so you know, this is exactly that kind of acquisition that really leapfrogs us forward again, because I see demand growing.
And I don't want to underwhelm the fact that they have, you know, 300 folks in digital signal processing, RF technology, and you've got to be really good at it to be able to make customers like the Navy and the Army and the future Air Force customers take a look at what we're collectively doing on programs like Increment F and Spectral, and be able to get them better EMS technology sooner. So, I wouldn't read into a timing other than, you know, it is the perfect, perfect time to always do an outstanding acquisition.
Thank you very much. Cheers to hitting the century mark sometime.
Thanks, Toby.
Our next question comes from the line of Seth Seifman with JP Morgan. Your line is open.
Hey, thanks very much, and good morning.
Good morning.
Well, wanted to ask if there's maybe a little bit more you could say about the anticipated growth rate. You know, you mentioned in the slides it should be accretive to the overall revenue growth rate of the company, and just you know, even some more qualitative commentary compared to you know, the underlying growth rate that you guys talk about for the organic business. You know, how you think about the growth rate here?
Yeah, thanks, Seth. I think we're gonna kinda leave the substantive quantitative response there to our regular guidance rhythm. But qualitatively, they are at the front end of a couple of very nice ramping up franchise-type wins. So we'll be talking more about that, but it's a, you know, quickly growing, ramping business that we look forward to, you know, integrating into our own capabilities, and in a combined way, building on some of the things that John was referring to that, you know, can hopefully even be further accelerating.
Yeah, Seth, let me give you some additional qualitative detail. Look, simply stated, their hardware is on multiple platforms.
We love to put our software everywhere, where they are today, Navy, Army, and then in the future, in a combined company, the Air Force capabilities that they absolutely need. So many examples, just so we're not trying to show the one plus one equals, you know, three. We got a signal library of over eight hundred signals. Riding on their hardware would greatly expand everybody's signal capabilities. We could put software related to counter radars that could introduce easily to their platform customers today a new and advanced ELINT capability. Our electronic attack, and we have talked about, you know, after we sense, and then we relocate, how do we non-kinetically defend warfighters? And then our counter UAS software that can be expanded to include electronic warfare and electronic attack.
What's nice about the combination of programs that I just mentioned, is that it can be funded with O&M funds. Think modernization through sustainment, think easier, think able to do a lot with a lot, less oversight, but much more punch. So not only can we bring our capabilities to platforms we're not on, they can bring their hardware also to the platforms that we reside on today. And their RF hardware technology and their Switchblade products really modernize state-of-the-art as to how simpler it can be to bring software capabilities onto a hardware platform. So in a qualitative measure, you'll hear us talking about those combinations as we go forward, both from a technological and an awards level, and then as we mature further into our financials.
Excellent. Thanks. Thanks very much. That's, that's helpful. And then maybe just as a quick follow-up, is there anything you could add about just kind of the genesis of the deal, how it, how it came about and what the process was?
It's an interesting question. Yeah, look, I mean, we're, y eah, look, we're always looking, right? We've been talking the last four quarters, I think, as our, you know, leverage number has been lowering, and everybody's asking us, "What are you all going to do next?" You know, flexible and opportunities to capital deployment strategy. You know, because we're not announcing a deal, doesn't mean that we're not out there looking for one. You've heard us talk in the past, that there were a lot of great companies out there, but in some areas, the expected valuation multiple was beyond, you know, fiscally responsible. This is a company, you know, when timing is everything that, you know, to our working with them, we understood what we could both do together. Tom Green is their CEO.
We've had, you know, a number of discussions, as well as a lot of our engineering workforce, frankly, working together on similar programs. You know, that all brings that right mix together, and you always have, you know, heard us say, you know, we want to be that company that provides employees of an acquisition, a bright future, and you know, Tom and his team, and I and our team felt this was the right time, so thanks, Matt.
Very, very helpful. Thank you.
Sorry about that.
Our next question comes from the line of Mariana Perez Mora from Bank of America. Your line is open.
Good morning, everyone. So my question is gonna be about timing and approvals. Is there anything particular that we have to pay attention to in terms of, like, regulatory approvals?
No, we don't see any complicated factors here. I mean, it's a fairly straightforward process, we think. Our analysis doesn't see any significant hurdles or anything, just a question of, you know, navigating through the process.
Okay. So not any significant overlap on a contract or a customer that could, like, take-
No.
Time and for sure.
No, the, all the things that we do are done by, you know, at least several others. Nothing here that we see as an issue.
Perfect. And then on the leverage, how much of that incremental debt you're taking today, and how much you'll take upon the deal, like, being approved?
As I said in my prepared remarks, we executed a bridge facility contemporaneously with the purchase and sale agreement. We expect by closing to have a Term Loan B in place for $750 million. The balance we'll use just from our normal revolving credit facility. So, the only incremental debt will be the $1.275 billion made up of those two pieces.
Perfect. And last, if I may, more on the qualitative arena. When you have highlighted across the call, it's like software-defined expertise that they are bringing to the table. Where are you more excited about, like, to actually put these engineers to work with CACI engineers and actually expand these capabilities?
Yeah, I mean, look, it's not every day that you can, in one transaction, connect our incredible engineering talent with yet another team of folks who not only have the right engineering skills, they have the right mission focus, and it's probably worth spending a minute on that. Look, culturally, you know, we always talk about doing acquisitions that fill a customer gap or a capability gap, and these folks do that across the board. But what I'm most excited about is culturally, just the ethos of the folks at Azure Summit who really understand the importance of mission.
It's not mission at all costs, it's not providing customers every, you know, whistle and bang that they absolutely need without a good business deal behind it, but they have a long-term understanding of what it means to provide the war fighter what they need ahead of when they need it. They also have a strong appreciation for when we deliver, it needs to absolutely work. So, you know, they have been through the same path, maybe three or four years behind where we are today, which is, you know, you spend amount of time trying to convince customers you have what they absolutely need, and then they have to see you perform at that level. They have shown what they have. Other vendors and other platforms have their hardware riding on them.
They were able to unseat an aerospace and defense incumbent to go win the current version of Increment F on a long-term upgrade path. They are working with us on our next gen delivery of a program called Spectral. They have all the right building blocks, and they uniquely fit with CACI. So that's the excitement level. That's why we're talking about people a lot, because at the end of the day, you know, we well recognized that really great people, really intelligent people, people with immense skills, who have a love for the national security mission are what make these deals work. And I can't wait to begin to perform collectively. Thanks, Mariana.
Thank you. Next question comes from the line of David Strauss with Barclays. Your line is open.
Thanks. Good morning. Congratulations.
Great. Thanks.
Pretty much all my questions have been asked, except for one. I guess, you know, everything you've described here sounds terrific, company growing quickly, you know, great margins, the cream of all that. I guess, how do you do a deal like this for ten times?
This is patient, disciplined acquisition process and capital deployment. I mean, you know, we have been talking for some time, David, about you know, the fact that we didn't see multiples behave the way we expected them to as interest rates changed, and we thought the market was a little bit ahead of itself. And, you know, this is patient, diligent work we do every day.
Okay. There's nothing unusual in that EBITDA number that you disclosed today, other than, you know, kind of acquisition-related costs, I guess, nothing unusual from, you know, from an Azure side of things?
No, no, nothing unusual. There's a de minimis amount of transaction expense, low single-digit millions, which, of course, is a negative, in this regard. But, no, there's nothing unusual in that margin or the amounts that I referred to in my remarks.
Okay. Terrific. Congratulations again.
Thank you. Thanks, David.
Next question comes from the line of Louie DiPalma with William Blair. Your line is open.
John, Jeff, and George, good morning.
Hey, Louie. Good morning.
CACI, with this deal, builds its IP portfolio and becomes more like an L3Harris-type technology provider. From a big picture pro forma for this deal, are you able to estimate what percentage of CACI's revenue is related now to or when the deal closes, will be related to signals intelligence, like including both products and, and services? Would it be 25% or so?
Louis, thanks. I don't know if we've looked at it at that finite of a cut, but here's some markers that I can put out there. First of all, they are a DoD-centric customer, so if you look at, you know, future calls once the closing is approved, I'm sorry, once we get to closing, you know, we're gonna show quite a spike of our DoD revenue as compared to our intel and our civilian areas. But I would be patient because one of the things we're looking at, as we've discussed here, is how do we take Azure's hardware and their capabilities and brand it new across our customer set. That would include the intelligence community as well.
Secondly, we're going to double down on our strategy by leveraging their hardware install base and broadening our entire technology portfolio. That will impact in a positive manner both revenue and EBITDA as we go forward. So as Jeff mentioned, at the appropriate time, we'll talk about what that does for fiscal year 2025, and you know, to focus specifically on SIGINT really doesn't tell the entire story. I think what I want to get out there is, you know, again, from kilohertz to giga, gigahertz, electronic spectrum is large, and it's broad, it's deep. In the current conflicts you're seeing today, you're looking at both near peers and not so near peers using it very effectively, and the counter side of where you go is gonna get that much more different, difficult.
So it is clearly a main focus of ours. I think if you look at the 55% of our revenue, which is in the technology area, you know, you're gonna see a larger percentage that's in this signal collection EW/EA world, which is exactly where I believe you all want us to be at. When I tell you this, it is at the center point of every current global conflict today, every exclamation point underlined, and it's going to be a large part of everything going forward. Unfortunately, the world is a dangerous place, and you know, we've picked that area we can do everything we absolutely can do to make sure that our troops are protected. And should we be, we'll be able to deliver to our customers.
And following up on that, you referenced how software-defined radios have proven very strategic on the battlefield in Ukraine with drones, you know, being hit with electronic warfare attacks and GPS-guided missiles also being vulnerable, and these software-defined radios are important in order to evade these electronic warfare attacks. You've discussed in the past how you've provided, like, very small form factor payloads onto group one and group two drones. Can you just discuss the Switchblade as it relates to size, weight, and power, and, like, how you may be able to, like, shrink these software-defined radios to be deployed onto some of the smaller drones that are out there in the marketplace and are being used in Ukraine and the Red Sea and in Israel conflicts?
Thanks, Louie. Look, I think it suffices to say that from small form factor to rack-mounted systems, together, we cover the complete expanse. So, you know, from a size, weight, and power and processing power, we have that entire area covered. Software technology on any platform, so software technology is delivered and developed by CACI in the future as well from Azure Summit, it's applicable on any platform out there. And when I look at drones, look, we support a number of of airborne assets, I'll just leave it at that. They do a wonderful job of collecting and assessing and direction finding and targeting and nulling.
And whether that's drone-based or podded systems, I think in the future, that's where you're seeing us stepping into, is that we have the right form factors, the right software technology, the right platform integration. But most importantly, we have folks who understand the mission, because from the expertise side of our company, we're embedded with many customers who are working through those fights today. What makes us also more unique is having the expertise, informing technology as to what type of advancements our enemy is making and how can we quickly counter those. That's where the bread and butter is, and that's where the money is made. So thanks, Louie.
Thanks.
Next question comes from the line of Cai von Rumohr with TD Cowen . Your line is open.
Thanks so much. So congratulations on a good deal.
Thank you.
Can you give us a little more color on the financials? For example, what's the split between hardware and software, and where do they make their money? Do they make it on OE sales? Do they make it on aftermarket support? What's the split between fixed price and cost plus?
Cai, I can give you a little bit more. Look, they have a higher mix of fixed price revenue, which really, you know, would lend you into the hardware and software technology side versus the cost plus system development work. And you can see that in their margins. You can also see they have the ability to execute and deliver it as well. So, you know, you don't take away a proven record from an A and D prime without a proven ability to deliver. They run a really good business. So yes, a larger portion of their work is hardware, software, technology, the same areas that we talk about. Those areas are our business that are out there growing.
And then, what I'd also share as part of this question is, they have a manufacturing capability with a lot of built-in automated tests, as they produce some of their larger form factor business, and that's an additional synergy as we go forward, looking at how do we bring that into play, not only on, you know, large scale programs such as Spectral, but how do we bring that into play to provide additive manufacturing to some of our small form factor higher on fixed price materially than under cost plus side, and we would look for that trend to continue.
Thank you very much. And then as a follow-up, you mentioned, you know, the synergies. Can you give us any quantitative, you know, what kind of order of magnitude could the financial synergies be by year two? And secondly, are there any financial dyssynergies? You mentioned that they're a partner on Spectral. You know, are they a subcontracting partner or are they a full partner? Thanks.
There are a couple questions in there, Cai. Let me first say, just to generally address financial synergies, there are a de minimis amount of cost synergies. I mean, there is no, this is not a cost synergy-driven proposition thesis. In terms of revenue synergies, certainly you've concluded from our remarks this morning that we see a number of opportunities. None of them are considered in our modeling or our valuation work. While we see a fair number of opportunities, they were not necessary to sort of economically, you know, structure the deal.
Dis-synergies, a very small amount of negative synergy related to their work for us on Spectral, which is fully, you know, considered and baked into our model and any numbers that we've talked to you about here today. But they were honest dis-synergy.
Yeah, I'd also add, look, this ability to cross-sell, you know, we'll look at, you know, deeper into the customer insights that we both have. You know, clearly, we'd like to invest ahead of customer need for their technology base. You know, when you're that size company, you're stepping up that growth curve, you're winning a large program, you're showing the customer that you can perform. But, you know, we can drive revenue higher than the sum of what we could have done separately. That's what we're really hungry about, but we got to get the acquisition closed first, got to get through the integration phase, Cai. But, you know, clearly that is one of the qualitative reasons and one of those down the road areas that we're very, very focused on.
So just to be clear, so the 440 in revenues and 110 of EBITDA are essentially standalone numbers for Azure?
Yeah, that's correct. And I'd point out to you, Cai, and to others who may be listening and thinking about this, those are next 12 months. So that's not. That goes beyond our fiscal 2025. So when we give you our next round of guidance update following the close on our regular quarterly rhythm, you know, you won't see exactly that number because it, it's 12 months. It's more than the balance of the fiscal year.
Got it. Thank you.
Thanks, Cai.
And our last question comes from the line of Ellen Page with Jefferies. Your line is open.
Hi, guys. Thanks for the question. Just on Azure's growth from here, are there any large recompetes outstanding that we should be aware of? And, kind of related to that, can you talk about any times that you would have bid directly against them in the past?
There are no, you know, near-term pending recompetes. I mean, pretty good visibility into their growth ramp on the handful of programs that we've referred to. I do not believe we have competed directly.
Yeah, so a couple of areas. You know, as I mentioned earlier, Ellen, they're on the same strategic path that we're on. I only say that because we're three to four years. We've been at this for three, three to four years longer. You know, as they have looked to move up the curve from a Tier Two supplier to a Tier One supplier, it's safe to say that they would have bid on, you know, programs that we were ramping up on. I'm not going to get into all the details. You know, part of competing against each other is where you get to understand the depth and breadth of what another potential acquisition could be bringing to us.
Somebody asked earlier on this call, you know, that is where you also have to always be listening and always be thinking. That's what a flexible and opportunistic capital deployment does. That's what a strategic acquirer does. So yeah, we have run into each other in the marketplace. You know, part of that, I know it's really cheesy, but, you know, there's times they have chocolate, we have peanut butter. I've said it a hundred times. You know, it's really getting to the point where we could do so much more together. At the end of the day, support our customers so much better with a pre-integrated solution allows us both to win as we go forward. So yes, we have seen each other in the marketplace in a very complementary way, but clearly, they do things that we don't do.
That's why this is a great, gap-filling, acquisition for us, both in terms of capabilities and customer relationships.
Thanks. I'll leave it there.
Thank you.
Okay. Thanks, Ellen.
That concludes the question and answer session. Mr. John Mengucci, I turn the call back over to you.
Thanks, Desiree, and thank you for your help on today's call. I'd like to thank everyone who dialed in or listened to the webcast on such a short, short notice for their participation. We know that many of you will have follow-up questions. Jeff McLaughlin, George Price, and Jim Sullivan are available after today's call. Please stay healthy, and all my best to you and your families. This concludes our call. Thank you, and have a great day.
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