Hello everyone, and welcome to today's CDW to acquire Sirius conference call. My name is Emily and I'll be coordinating the call today. During the presentation, you will have the opportunity to ask a question by pressing star, followed by one on your telephone keypad. I now have the pleasure of handing over to our host of today's call, Kevin White, Director of Investor Relations at CDW. Please go ahead.
Thank you, Emily. Good morning, everyone. Thank you for joining us on short notice. With me this morning is Christine Leahy, CDW's President and Chief Executive Officer, and Al Miralles, CDW's Chief Financial Officer. Today we will be discussing our acquisition of IT solutions provider Sirius, which we announced earlier this morning. We will not comment on our upcoming third quarter results, general market trends, or other topics unrelated to this transaction. We look forward to speaking with you in early November to discuss our third quarter results. The press release related to this acquisition was distributed this morning and is available on our website, investor.cdw.com, along with supplemental slides that you can use to follow along during the call. I'd like to remind you that certain comments made in this presentation are considered forward-looking statements under the Private Securities Litigation Reform Act of 1995.
Those statements are subject to risks and uncertainties that could cause actual results to differ materially. Additional information concerning these risks and uncertainties is contained in the Sirius acquisition press release. CDW assumes no obligation to update the information presented during this webcast. Our presentation also includes certain non-GAAP financial measures, including non-GAAP operating income margin and non-GAAP earnings per diluted share. CDW's non-GAAP measures have been reconciled to the most directly comparable GAAP measures in accordance with SEC rules. You'll find reconciliation charts in the slides for today's webcast. Please refer to the basis of the presentation slide for information about Sirius Financial information included in this presentation. Replay of this webcast will be posted to our website later today. I also want to remind you that this conference call is property of CDW and may not be recorded or rebroadcast without the specific written permission for the company.
Following the prepared remarks, we will open it up to questions. With that, I would like to turn it over to Chris.
Thank you, Kevin. Good morning, everyone, and thank you for joining us on short notice to discuss today's news. This is an exciting day for CDW as we announce the acquisition of Sirius, which accelerates our services and solutions capabilities and further enhances our ability to meet our customers' increasingly interconnected and complex technology challenges. Before we jump into details on today's news, I thought it would be helpful to remind everyone of our long-term strategy of investing in the capabilities necessary to ensure we meet the evolving needs of our customers. Evolving with the market is core to who we are. As you can see from this chart, M&A is an important part of our strategy to continuously expand our strategic capabilities and better serve our customers. Let me quickly tick through the acquisitions we've made and the capabilities they have enhanced over the past couple of years.
Aptris, which delivered automation and ServiceNow capabilities. Scalar, a pure play services and solutions provider in Canada. IGNW, which accelerated our digital velocity solution. Amplified IT, which enabled us to provide cloud-managed services for K12. Focal Point, which enhanced our cybersecurity offerings. Now Sirius. These recent investments provide capabilities that sit at the front end of the IT value chain. This is where we advise and consult with customers to determine what they need and then orchestrate customer-centric solutions to those needs. Increasingly complex needs that require technology resources to be deployed in use cases such as employees working remotely, healthcare delivered virtually, and education delivered flexibly. No matter how you slice it, technology is more vital than ever.
Each of these acquisitions checked every box in our three part strategy for growth, which is to capture, share, and acquire new customers, enhance capabilities in high-growth solutions areas, and expand services capabilities. Each was identified through the rigorous approach we took to evaluate M&A opportunities. This disciplined and methodical approach has four steps. Step one is to ensure any opportunity furthers our strategy. Second, from an operational standpoint, we answer two critical questions, "Does it fit our model?" and "Are we fully confident in our ability to successfully integrate?" Third, we dig into culture. CDW's culture is a differentiator, and in any M&A opportunity, culture must be fully aligned as a customer and coworker-centric approach is critical. Finally, it needs to be financially compelling. We believe today's announcement is a home run across all four of our key criteria.
This transaction is expected to create value for all of our stakeholders, our customers, coworkers, partners, communities, and investors. There are four key takeaways about this deal. It accelerates our services and solutions capabilities. It adds services scale and further balances our portfolio. It is expected to be immediately accretive, and it represents an excellent cultural fit. The terms are straightforward. It is an all-cash deal valued at approximately $2.5 billion. We expect to close in December 2021, subject to regulatory approvals and other customary closing conditions, and we have fully committed financing. Before we discuss the strategic and financial benefits, let me take a few minutes and provide a brief overview of Sirius. Turning to slide seven. Sirius is a leading provider of secure, mission-critical technology-based solutions.
It has a services-led approach. With 40 years of experience, Sirius has grown to be one of the largest and most well-regarded IT solutions integrators in North America. They focus on four key IT growth areas, hybrid infrastructure, security, digital and data innovation, and cloud and managed services. They are a consultative solution provider across the full ecosystem of leading and emerging vendors. More than half of their 2,600 talented coworkers are technical. Like CDW, Sirius has a culture of putting the customer first. Like CDW, this isn't just platitudes. Sirius' top 200 customers have an impressive 9 + year average tenure, and its overall customer satisfaction rating is 9.3 out of 10. They also share our culture of engaging coworkers with positive Glassdoor reviews. Nearly two-thirds of Sirius' coworkers had a tenure of five years or more, and one-third, 10 years or more.
Finally, Sirius' financial profile is attractive and meaningful. In 2020, the company generated net sales of $2 billion and delivered a 9.6% NGOI margin. Let's take a look at how bringing together our two results-driven companies will accelerate CDW's ability to deliver solutions for our customers' increasingly complex needs and deliver value to all our stakeholders. We look at the transaction benefit across two lenses, strategic and financial. Strategically, Sirius accelerates our services and solutions capabilities and adds scale to our services portfolio. Financially, Sirius further balances our portfolio mix and is expected to be immediately accretive and enhance our margin mix. I will talk more about that in a few minutes, but first, let's take a deeper look into what Sirius brings to CDW. At CDW, it always begins with the customer, where they are, where they're going, and what they need to get there.
Today, organizations are dramatically accelerating their digital transformation initiatives. This acceleration requires greater service capabilities to be integrated into their IT ecosystem, and this dramatically increases complexity. Slide nine provides a simple schematic showing how customers approach today's IT digital transformation challenges. As you can see, customers leverage hybrid infrastructure, combining the best of on-prem and cloud platforms. Maximizing the best outcome from these platforms requires a constant transformation journey, and customers need help. Help to design, orchestrate, and manage workloads on-prem, on journey, and in the cloud. Given the velocity of change today, customers need this help more than ever. This velocity is being driven by four key trends, continuous disruption, resource constraints, increasing threats, and digital innovation. To address these trends, customers are increasingly leveraging the cloud and investing in hybrid infrastructure.
They want to build resilient operations, strengthen and secure their infrastructure platforms and endpoints, and industrialize remote enablement. They also want to use data and analytics to innovate for competitive advantage. We have been building capabilities to deliver these outcomes for some time. Today, we provide comprehensive full stack solutions, be it on-premise, on journey, or in the cloud. Our hybrid infrastructure full stack today includes a range of technology solutions, including infrastructure as a service, platform as a service, cloud native and infrastructure services, and software-defined infrastructure, just to name a few. Our digital experience full stack includes services around mobility, collaboration, client management, and much more. We have been building our capabilities through the full IT solutions lifecycle also, ensuring we can help our customers maximize their success from design to management, providing advisory services, design, implementation, and managed services.
Sirius broadens and deepens these existing capabilities, particularly in managed and professional services. Their services include fully managed migration and upgrade, on-demand and value recovery, implementation and maintenance, services customers need to not only manage but get ahead of the curve in their digital transformation. The bottom line is that the addition of Sirius strengthens our role as the trusted advisor to our customer. They help ensure we remain the advisor with the portfolio breadth, depth and scale, and expertise our customers need in today's challenging environment. An advisor who can first determine which technology solutions are best suited for our customers' specific challenges. Second, successfully implement and integrate those technologies as an optimally performing cohesive solution. Third, deliver the customer's desired outcomes and provide the fastest return on their investment. So, you can see why adding Sirius' capabilities to our solution set makes strategic sense.
It's not just capabilities they bring. They also bring additional scale. As you know, scale is one of CDW's key competitive advantages. Specifically, Sirius brings 1,500 highly certified technical coworkers with deep technical expertise. This would increase CDW's total technical coworkers by over 45% to 4,700 strong, a meaningful increase in today's competitive market for IT talent. Sirius also brings additional national in-market sales and technical coverage across the U.S. They have 40 offices across the country that provide both sales and technical expertise.And given its 40 years as a systems integrator, Sirius brings processes and systems platforms purpose-built for delivering services and solutions. They also have complementary customer end markets. Currently, their customer mix includes corporate, healthcare, and government and education, which matches well with our profile. These 3,900 customers represent excellent potential for cross-sell.
Importantly, the addition of Sirius will increase the scale of our services portfolio, taking our approximately $900 million annual net revenue in 2020 to approximately $1.3 billion in combined annual sales, an increase of 45%, a meaningful increase that will impact our portfolio. That leads us to the financial benefits of this transaction. With that, let me turn it over to Al Miralles. For those of you who don't know Al, he is our new Senior Vice President and Chief Financial Officer. Al brings 30 years of financial and operating experience to CDW and a proven track record of successful leadership in driving results across sophisticated services business. It's been great to have Al on the team. Al?
Thank you, Chris, and good morning to everyone. We turn to slide 11, you can see how the addition of Sirius Computer Solutions is expected to further balance our revenue and gross profit portfolio mix. Sirius Computer Solutions's broad portfolio of services and solutions will bolster the diversity of revenue streams and is expected to enhance our profitability by increasing the value add we provide to our customers. It's worth noting that Sirius Computer Solutions has built its business around truly value-added solutions. Importantly, with software and services contributing approximately 64% of Sirius Computer Solutions' 2020 gross profit, the acquisition will increase our services and software gross profit contribution on a combined basis. On slide 12, you will see the impact of this mix shift and how it is expected to enhance CDW's financial profile.
The transaction is expected to immediately increase CDW's gross margin by approximately 110 basis points, and GOI margin by approximately 20 basis points, and will add $0.62 to non-GAAP EPS on a combined 2020 basis, driving enhanced profitability and generating significant free cash flow. Free cash flow we intend to use to continue to support our capital allocation priorities. Slide 13 highlights how we intend to continue to fulfill our commitment and maintain a disciplined capital allocation program. Our first priority is to increase dividends annually, and our current objective is to target an approximately 25% payout of non-GAAP net income, which would grow in line with earnings. We have committed financing for this transaction, and we intend to optimize the use of capital with a focus on paying dividends and reducing debt until we return to the 2.5 to 3x net leverage range.
We expect to achieve this by the end of 2022. As a result of this focus, we will put a lower priority on M&A and share repurchases until our net leverage is in our target range. We are confident that the terms of the transaction are favorable to CDW shareholders, and our capital allocation actions will continue CDW's strong history of growth and shareholder value creation. With that, I'll turn it back over to Chris.
Thank you, Al. As you can see, there's a lot to be excited about. We believe the strategic and financial benefits of this transaction are clear and significant. It accelerates our capabilities in key growth areas and scales our services portfolio, better enabling us to meet the growing demands from our customers to address their complex IT needs. It further balances our portfolio by increasing the services and solutions mix. It is expected to be immediately accretive and strengthens our financial profile, its expected strong cash flow supports our capital allocation priorities. We look forward to welcoming the talented Sirius team to the CDW family and are confident that our shared values and culture will make for a seamless integration process that will help us realize all the customer benefits we laid out here today. With that, operator, please open the line for questions.
Thank you very much. If you would like to ask a question, you may do so now by pressing star followed by one on your telephone keypad. If we can please ask you to limit these to one question and one follow-up question per person. As a reminder, that is star followed by one on your telephone keypad now. Our first question today comes from Adam Tindle from Raymond James. Adam, your line is now open.
Thanks. Good morning, and congrats. Chris, I just wanted to start, you talked about this being optimal use of capital, and it sure seems that way, but wondered what other strategic options you considered. I know Kelway was a success near and dear to your heart. Further international expansion could have been an option. Why not go that route? Again, I tend to agree, but just would like some color on strategic options that you considered.
Yeah, sure, Adam. Thanks for the question. Appreciate that. You know our lenses, I won't go through that. You all know that we've really been focusing in two areas, either bolstering our capabilities across solutions and in particular services as they become more critical to a cohesive solution for customers as well as geographic expansion. Look, we've long admired Sirius and have been in discussions with them for a little bit about potentially bringing the companies together. The timing is right, the opportunity is right, and frankly, when you look at that slide nine, Adam, that nine box there is how we think about filling out our services capabilities. If you tick through each of the acquisitions over the last three years, I think it's all seven of them, we have deliberately filled in, bolstered, supplemented each and every one of those boxes.
Well, Sirius is strong in every single one of them. Hard to pass up an opportunity like this to create really the trusted advisor for our customers with the full suite of full stack solutions across the hybrid infrastructure in particular. While we continue to look at geographic plays, this one seemed to make sense under our strategy and our need to really grow and scale those services capabilities.
Got it. Maybe a follow-up for Al. I noticed, I think $0.62 or so EPS accretion in the footnote, it says it excludes synergies. Is there a way to think about synergies in this deal? I know we're getting ahead of ourselves, it doesn't look like you need synergies to make it work based on the valuation. Any way to kind of think about potential synergies? Thank you.
Sure, Adam. Look, first really out of the gates, we talked about accretion from a gross margin, NGOI, and a non-GAAP EPS perspective. Headlines there, very strong. That doesn't mean that we won't ultimately have goals with respect to creating ultimate financial value. We're going to get into this integration. We expect that we will look at all of the natural areas where we can find that value. Which would include sharing best practices across the firms, looking really at our partner distribution capabilities and impacts on procurement, and ultimately looking at systems and facilities footprints. All of those things will be part of the calculus as we go through the integration. We expect that there'll be value there, we're just not sharing specific details on it.
Understood. Thank you, and congrats again.
Thanks, Adam.
Our next question today comes from Shannon Cross from Cross Research. Shannon, please go ahead.
Thank you very much. I was wondering if you could give us a little bit of history of Sirius. It appears to be a roll-up. Maybe talk a bit about the due diligence you've done in terms of their back office systems and how much they've integrated all of the acquisitions they've made. Maybe a bit about how they performed during the pandemic. That would be really helpful. Thank you.
Yeah, sure. Morning, Shannon. Let me just start overall with the diligence process. We are, I think as you all know, very disciplined and very thorough when it comes to acquisitions. We're just methodical, we're clear-eyed, and we go at it not falling in love with any company, but really making sure that what we see is what we get, and that it's going to work for both parties and ultimately for our customers and for our coworkers. In this case, I think about Sirius Computer Solutions and their growth very much like Kelway, frankly. You might remember Kelway made about seven or eight acquisitions over a period of the same five years or so. They had an approach that was get it done, get it done quickly, rip the Band-Aid off. They integrated very quickly.
Sirius has, similar to CDW, started continue to add capabilities in the areas of critical need for customers and growth. They've had a series of acquisitions over the past 5-7 years as well. From what we can see, they had that same approach, rip the Band-Aid off, integrate quickly, get them on the systems, and then approach customers as one company, which is exactly consistent with our philosophy. Bringing an organization in, doing it in a disciplined way, but expeditiously, so that you show up as a single provider to your customer. We're pretty pleased with how they've approached that. Regarding the pandemic, they are in the solutions area, so their pandemic performance was, I would say, okay. It wasn't as strong or robust as CDW with our core capabilities and the enormous demand for client devices.
They don't sell into that space. That just provides an opportunity for CDW and their customers. When you think about our 250,000 customers and the capabilities and services capabilities in particular that we can now sell into our very large customer base to create greater reach and depth in the customer, we're really excited about that.
Just to confirm, you said they don't sell into client at all, so the hardware revenue is more data center-oriented, I assume?
Their hardware revenue is all solutions, so data center, networking.
Great. Thank you so much.
Yep.
Our next question today comes from Katy Huberty from Morgan Stanley. Katy, your line is now open.
Thank you. Good morning. My congrats on the deal as well. Question for Chris first. The 10x EBITDA multiple of this deal is really attractive relative to CDW's valuation, despite the higher services mix and higher margins, which obviously speaks to the prowess of your team in finding these opportunities. Any insight into whether there are dynamics around this business that causes there to be a valuation gap relative to CDW? I have a follow-up.
Katy, I don't know how to answer that other than to say I don't think so. Nothing that I can point my finger at. They are a really well-run company, adaptable company. You see that in their practice areas where they focus on critical areas and growth. They've got a very attractive margin profile. They've got long customer tenure, which means quality and reputation. They share the same values and culture as CDW, and they are very well-regarded in their space. I don't really have commentary on differential and multiple. I think we've reached a fair deal here, and I think together, we'll have even more to offer to our customers.
Okay. That's helpful. Then just as a follow-up, it was helpful to see the differential in services mix and some of the end market revenue mix. As you think about the solution capabilities of Sirius, are there any particular areas where you feel like this really fills a gap where CDW didn't have the scale to compete?
I would point you back to that slide nine, Katy, that nine box, because that really has been a place mat that we use. Any place we didn't have to compete, eh, no. What they really do is they, I'll use the word bolster or fortify or strengthen, pick your word, Sirius really adds heft, meaning scale and depth and highly certified expertise in every single one of those nine boxes. If you think back to the last several acquisitions we've done, you've got Focal Point, which really filled out capabilities in the cloud area and on journey. You've got Amplify, the same thing in the cloud and on journey. IGNW, digital in the cloud, Aptris, automation.
All of those acquisitions in the past several years have been really focusing on the right-hand side, if you will, of that nine box, because CDW's always been very strong on-prem and started to move on journey in cloud. Sirius just really, I would say, pours fuel on that fire.
That's great. Thank you. Congrats again.
Thank you.
Before we take our next question, as a reminder, for any questions, please press star followed by one on your telephone keypad now. Our next question comes from Ruplu Bhattacharya from Bank of America. Ruplu, please go ahead.
Hi. Thanks for taking my questions, and congrats on the announcement today. Chris, looks like you're gaining 2,600 coworkers and 40 office locations. What level of cross-training is required between your coworkers now? When we look at the overall company, how should we think about the sales growth as well as operating expense growth going forward?
Let me take those one at a time, Ruplu. Thanks for the questions. In terms of training is core to what we do with our sellers and with our technologists. It's like a machine here in terms of enabling and empowering our sales organization to grow with the market. Consultative selling, for example, has been something that we pivoted to a while ago in terms of ensuring our sellers are up to speed and where they need to be. On the technical side, we've got a number of programs, including what we call the ACE program, where we hire technology graduates in right out of college as opposed to waiting for them to mature and have our own program for training them. We also partner with partners to add training and certification. That's another kind of a flywheel, if you will.
Sirius is very similar in that regard. When it comes to training, I think that we're of the same approach, of the same mind, and I think it'll be pretty darn straightforward. Regarding net sales growth, I think you said, versus the operating expense, look, we don't forecast several years out, you know us. We always hold ourselves accountable to outperforming the market. That's why we do these transactions so that we can stay ahead of the curve with our customers and so that we can win in the market and continue to widen the gap when it comes to market share. You can continue to expect that from us. Sirius should help us get there. On expenses, when it comes to technical capabilities, that does add a level of additional layer of cost to serve in our model for sure.
That said, if you take a look at Sirius's NGOI margin, you can see how robust it is immediately accretive to CDW, and we would expect to gain efficiencies as a combined company and continue to drive increasing profitability at the bottom line.
Got it. Thanks for the details there, Chris. Just for my follow-up, this acquisition also brings 3,900 customers. Is there any customer overlap, and do you envision any dyssynergies, and how are you going to approach that?
Yeah, no, it's a great question. We look at these customers, having dug in pretty deeply here, as complementary. All right? Their customers, they do not sell client or core, as I mentioned before, so there's an obvious opportunity there to upsell. When we look at what's being sold, we really consider them to be more complementary than seeing dyssynergies. We dug into that, as you can imagine, very closely. Of course, we've got 250,000 customers, and what Sirius has to bring gives us great opportunity for deeper reach in our own customers.
Got it. Thanks for all the details. Congrats again.
Thank you.
Our next question today comes from Maggie Nolan from William Blair. Maggie, your line is now open.
Hi. Thank you. Two questions for me. One, was this a competitive process? Two, how are you expecting the services segment to grow as a combined entity compared to the consolidated business? Thank you.
Okay, Maggie. I heard the first question. I didn't quite hear the second one.
The second one was, how do you expect the services segment to grow as a combined entity compared to the consolidated business?
Okay, got it. All right. Well, let me start in the process. Yeah, no, it was not a competitive process. As I mentioned before, we've long admired Sirius. I'd like to feel they feel the same way about us. Look, they are a well-run business for all the reasons I said before, and Joe and I started talking about this as a almost no-brainer not too long ago. When we got to this makes a lot of sense, the teams, we had terrific teams from an M&A perspective. They took over, and they just got it done. Not a competitive process. As you know, we are always in the market, and we try to uncover great combinations without necessarily having to go through a competitive process.
In terms of growth, look, services in particular is a fast-growing area of the market, and we would expect to grow at least as fast as the market, if not more quickly to take share. Relative to some other areas, I think you'd see services be a faster-growing area for CDW on a combined basis.
Thank you.
Our next question comes from Keith Housum from Northcoast Research. Keith, please go ahead.
Great. Thank you. Good morning, Chris and Al, congratulations on joining as CFO. Chris, in terms of the management team at Sirius, what's the plan in terms of the integration? The team's done a good job growing the company. Is there plans to retain them?
Yeah. Good morning, Keith. It's a great question in a situation like this. Let me phrase it this way. Joe is with CDW for several years, and he's made that commitment. A number of his top leaders have committed through a transition and potentially longer term. Here's how we think about it. Sirius has got a team of phenomenal leaders at the very top and all the way through, and what we plan to do is make sure we've got the right people in the right places to support and serve our customers in the right way. It's really just that simple. I just want to emphasize that the top team is committed to being here through integration and potentially beyond, which we're really excited about.
Great, thanks. The corporate side of the business has always been very important for CDW, concentrating on several hundred employees all the way up to several thousand. Does Sirius's client base broaden your client base on the corporate side or the opportunity there, or were they truly complementary there as well?
Truly complementary there. We have such a balanced portfolio of end markets and then a diversity of customer size. On the corporate side, we serve obviously small businesses, but also medium and large businesses. We see Sirius's portfolio of customers as very complementary. We certainly have some customers that we both serve in the large business space. Again, it appears that we're selling different things into the customers, and we have opportunities to work together as a cohesive team and broaden our reach and depth into the customer. Really complementary.
Great. Thank you.
As a reminder, for any further questions, please register these now by pressing star followed by one on your telephone keypads. At this time, we have no further questions, so I'll now hand back to Christine Leahy for any closing comments.
Well, thank you very much. Thank you for joining us this morning on short notice. I think it's worth re-noting that there's a lot to be excited about here regarding this acquisition. It accelerates our key capabilities. It further balances our portfolio. It's expected to be immediately accretive and strengthen our financial profile. It's expected to have strong cash flow to support our capital allocation priority. Most importantly, it is going to help us serve our customers better than anyone and be that trusted advisor that has the breadth, the depth, the scale, and the expertise to deliver customer-centric outcomes and speed to return on investment. We are delighted and look forward to welcoming the Sirius team to CDW. Thanks for joining us.
Thank you, everyone, for joining today's conference call. This now concludes our event, so you may now disconnect your lines.