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M&A Announcement

Jan 21, 2025

Operator

Greetings and welcome to the Redwire conference 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, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Jeffrey Zeunik, SVP, Financial Planning and Analysis, and Investor Relations. Thank you. You may begin.

Jeff Zeunik
SVP of Financial Planning and Analysis, and Investor Relations, Redwire

Good morning, and thank you, Daryl. We appreciate everyone joining us today to discuss this exciting development. We hope that you have seen our announcement press release, which we issued yesterday afternoon. It has also been posted in the Investor Relations section of our website at redwirespace.com. Let me remind everyone that during the call, Redwire Management may make forward-looking statements that reflect our beliefs, expectations, intentions, or predictions of the future. Our forward-looking statements are subject to the risks and uncertainties that are described in more detail on slide two. Additionally, to the extent we discuss non-GAAP measures during the call, please see slide three of this investor presentation on our website for the calculation of these measures and their reconciliation to U.S. GAAP measures. I am Jeff Zeunik, Redwire Senior Vice President of Financial Planning and Analysis and Investor Relations.

Joining me on today's call are Peter Cannito, Redwire's Chairman and Chief Executive Officer, and Jonathan Baliff, Redwire's Chief Financial Officer. For those who may be joining us for the first time, I would like to provide a bit of biographical detail for Pete and Jonathan before turning the presentation over. Please turn to slide four. Pete has more than 25 years of experience in aerospace and defense. In addition to his roles at Redwire, he is the Chairman of the Board for BigBear.ai. Prior to Redwire, Pete previously held various roles of increasing responsibility, including that of CEO for Polaris Alpha, a private equity-backed, high-growth defense technology company that was acquired by Parsons. Pete has also led defense programs at Booz Allen Hamilton and began his career as an officer in the United States Marine Corps. Pete currently holds high-level security clearances with special accesses.

Jonathan has been an aerospace, energy, and infrastructure executive for more than 30 years. Along with being Redwire CFO, he is also a member of Redwire's board, and he previously held the roles of CFO and then CEO at Bristow Group, one of the largest vertical flight and helicopter companies in the world. Prior to Bristow, Jonathan worked at NRG Energy, Credit Suisse First Boston, and JP Morgan. Like Pete, Jonathan is a veteran, having served as an Air Force officer and aviator flying the F-4 Phantom. Please turn to slide five. With that, I would like to turn the call over to Pete. Pete.

Peter Cannito
Chairman and CEO, Redwire

Thanks, Jeff, and thank you all for taking the time to join me for the announcement of this important and transformational combination. During today's call, I will introduce you to Edge Autonomy and then take you through the industrial logic and benefits of the combination of Redwire and Edge Autonomy. Jonathan will then present a financial overview and strengths of the transaction, after which we will open the floor for Q&A. Please turn to slide six. In this transaction, Redwire is acquiring Edge Autonomy for $925 million, expected to be paid using $150 million in cash and $775 million in stock. Edge Autonomy is a leader in providing field-proven, innovative, autonomous, uncrewed airborne systems, advanced optics, and resilient energy solutions. We view the Edge Autonomy acquisition as complementary to and an extension of the investments Redwire has already been making in joint and autonomous platforms for the warfighter.

Together, Redwire and Edge Autonomy will deliver multi-domain autonomous space and airborne platforms and associated enabling technologies in the areas of avionics, sensors, power, communications, digital engineering, computer vision, and AI-enabled autonomy software. Redwire expects the transaction to significantly expand our total addressable market, support organic growth, high-growth opportunities as a defense tech companies, and be immediately accretive to revenue, adjusted EBITDA, and free cash flow. Post-transaction, Redwire expects to have a strong balance sheet with significant improved liquidity. The transaction is expected to close during the second quarter of 2025 and will be subject to customary approvals and closing conditions, including a shareholder vote. In connection with the transaction, entities affiliated with AE Industrial Partners, Bain Capital, and Genesis Park have agreed to vote in favor of the proposals relating to the transaction, representing approximately 73% of Redwire's aggregate outstanding voting pool. Please turn to slide seven.

Let's start by talking a bit about Edge Autonomy. Edge Autonomy is a vertically integrated and competitively differentiated leader in uncrewed airborne systems, or UAS, technology that have proven critical to national security. Edge Autonomy's uncrewed technology has been sold in approximately 80 countries and is brought to market by Edge Autonomy's 600-plus employees that operate out of six locations across the United States, Canada, and Europe. Edge Autonomy offers a fully integrated and comprehensive suite of products, including the VXE30 Stalker and Penguin series of uncrewed aircraft systems. Both systems can be set up in a matter of minutes by teams of one or two operators, are transportable in the back of a pickup truck or SUV, and can take off, operate, and land in inclement conditions. Additionally, the range and endurance of these systems is practically unmatched within their classification.

The VXE30 series of UAS can stay aloft for eight hours or more, while the Penguin series can remain airborne for in excess of 20 hours. Along with their UAS systems, Edge Autonomy provides critical enabling technologies, including solid oxide fuel cells, optics and gimbals, ground systems, and AI-enabled autonomy software. Edge Autonomy produces their UAS platforms, electro-optical and infrared payloads, and ruggedized power solutions from a manufacturing footprint that spans more than 265,000 sq ft. Finally, Edge Autonomy serves a diversified global customer base, as shown through the selected customers in the lower right-hand corner of this slide, ranging from the U.S. Department of Defense to a wide variety of allied ministries of defense across the globe. As this slide shows, Edge Autonomy's field-proven capabilities have competitive differentiation within the rapidly growing UAS market segment. Please turn to slide eight.

Similar to Redwire, Edge Autonomy is a complete solutions provider to its customers with a mission-ready product set that ranges from platforms to subsystems and components. Led by an experienced management team and supported by a highly technical global workforce, Edge Autonomy offers over three decades of proven progressive design, development, and production and embodies Redwire's tagline of heritage plus innovation. Edge Autonomy's heritage has come in the form of sustained field operations across six continents with direct mission relevance in even the most austere conditions. They have achieved this level of heritage by delivering on multiple programs of record for the U.S. Department of Defense and NATO allies. The Edge Autonomy business model reliably achieves strong and growing financial results by providing a vertically integrated end-to-end mission-ready product suite. Please turn to slide nine.

Redwire's investors, analysts, and stakeholders have heard me discuss the Redwire growth strategy throughout 2024, and we see the Edge Autonomy acquisition as accelerating our goal of rapidly scaling the company. As you recall, protecting the core means continuing to deliver on our strong foundation of existing products with proven reliability and demonstrated flight heritage. In this context, Edge Autonomy has a highly defensible position with platforms embedded across the U.S. and allied forces. Scaling production refers to winning and delivering on increasingly larger orders and delivering production capacity to fill critical gaps in the supply chain. Edge Autonomy has scalable manufacturing capabilities in the United States and European Union. Like Redwire, Edge Autonomy has global manufacturing capacity to deliver on increasingly larger orders worldwide. Moving up the value chain means leveraging our proven capabilities in developing and deploying subsystems and components into next-generation mission platforms and integrated mission payloads.

As an integrated prime contractor for UAS platforms, Edge Autonomy extends Redwire's focus on foundational platforms that are mission essential. Finally, venture optionality is our continuous pursuit of breakthrough developments on advanced technologies that could create new markets with game-changing potential. Given Edge Autonomy's increasing levels of product performance, particularly in operational duration and range, we believe there are opportunities to scale capabilities to displace Group 3 UASs at a better price point. Although it is not modeled in our current forecast, we see venture optionality in the potential for Edge Autonomy to expand into Group 3 missions. Please turn to slide 10. Now, let's turn the focus towards the combination of Redwire and Edge Autonomy.

Redwire is a leading provider of space-based platforms to national security, civil, and commercial customers and currently brings five space-based platforms to market: SabreSat, a VLEO, or very low Earth orbit platform focused on U.S. national security. Phantom, a VLEO platform that is focused on Europe and the rest of the world, including allied defense organizations. Two LEO, or low Earth orbit platforms called Thresher and Hammerhead, focused on U.S. national security and Europe and the rest of the world, respectively. And finally, Mako, a uniquely positioned MEO, or medium Earth orbit, and GEO, or geosynchronous orbit platform for dynamic space operations.

With the combination of Edge Autonomy, we extend our platform strategy to become multi-domain, which is critical to our national security customers as they start moving towards the future of their investment in advanced warfighting concepts such as the Joint All-Domain Command and Control, also known as the JADC2 strategy. Like our customers, we believe in a future where autonomous space and airborne vehicles collaborate using multi-domain operations to provide strategic advantage. Therefore, this combination provides competitive differentiation. The combination of Edge Autonomy with Redwire will support integrated operations from the surface of the Earth to the surface of the Moon and beyond. Please turn to slide 11. One of the keys to our industrial logic, both from a customer and product manufacturing perspective, is that space and airborne platforms are not as different as one might think.

Whether operating in space or as an airborne platform, there are shared technological building blocks, including the following: avionics, radio frequency systems, flight software, Earth observation payloads, AI and autonomy, gimbals, alternative position navigation and timing, or PNT, power systems, structures, and computer vision. Bringing the Redwire and Edge Autonomy expertise into an integrated company creates critical mass to the design, development, and manufacturing of these core technologies. I'd like to provide an illustrative example of just one of these shared capabilities, RF systems. In December 2023, Redwire announced that our L-band Link-16 antenna has successfully demonstrated the transmission of a Link-16 signal from space, a major milestone for the future development of tactical warfighter networks in space.

Link-16 is a tactical communications protocol widely used in existing ground and airborne tactical networks by both the U.S. DoD and our allies that provides the warfighter with rapid and secure communications across the battlefield. As space becomes increasingly tactical, communicating through Link-16 is important, but aerial assets like those Edge Autonomy provides can also use this tactical protocol messaging format, demonstrating how being a Link-16 antenna provider is not only relevant to space platforms but also to airborne unmanned systems. One potential future opportunity is to demonstrate tactical communications between satellites and uncrewed aerial systems using Link-16. Turning to slide 12, it is not just the technologies these platforms share, but also the missions.

Both space and airborne assets participate in the same types of missions, including remote sensing, intelligence, surveillance, and reconnaissance, or ISR, communications, alternative position, navigation, and timing, electronic warfare, entity resolution, smart power, JADC2, and finally, battle management, command, control, and communications, or BMC3. These are high-value missions that are well-funded areas of capability development for national security customers. But the clear trend is towards assets and platforms collaborating across all these missions, whether they are in space, airborne, or even on the ground. By bringing together the Redwire and Edge Autonomy platforms, we move towards our customers' future concepts, resulting in Redwire being at the forefront of modern defense technology. Turning to slide 13. In summary, there are significant tangible benefits to the combination of Redwire and Edge Autonomy, starting with unique multi-domain defense capabilities.

Combining Edge Autonomy's autonomous airborne platforms and Redwire's space-based platforms into a single entity will realize mission requirements for integrated multi-domain operations. Next, the transaction will position Redwire as an end-to-end defense technology company with uncrewed airborne systems and advanced spacecraft. Further, Edge Autonomy uncrewed aerial systems require similar core technologies and perform complementary missions to Redwire VLEO and LEO/GEO spacecraft, strengthening both capabilities. This transaction accelerates Redwire's moving up the value chain growth strategy by adding leading UAS platforms to an existing portfolio of spacecraft. This portfolio enables larger bids for mission platform opportunities. With a common and expanded customer base, the transaction provides cross-selling opportunities with national security customers at the strategic level. Finally, Redwire and Edge Autonomy have complementary geographic growth targets, especially in Europe, that provide infrastructure synergy for global expansion. Please turn to slide 14.

With that, I'd now like to turn the call over to Jonathan Baliff, Redwire's Chief Financial Officer. Jonathan?

Jonathan Baliff
CFO, Redwire

Thank you, Pete. Before I provide a brief financial overview of this transformative transaction, on the right-hand side of the slide, we can see two pictures that express the power of Redwire's combination with Edge Autonomy. The first picture is of a U.S. warfighter operating one of Edge Autonomy's VXE30 Stalker uncrewed airborne systems. And the second is of our VLEO SabreSat orbital drone platform that Pete talked about, which is expected to be in service for the warfighter as part of the joint domain strategy. So regardless of the operating theater, Redwire and Edge Autonomy will provide a seamless system of systems, multi-domain, creating a tactical and strategic advantage for our customers around the globe. Please turn to slide 15.

I will discuss the transaction specifics in a few minutes, but first, let's describe the combination with Edge Autonomy as now we are transforming Redwire into a high-growth, multi-domain space and defense tech company with global scale and diversity. As you've heard Pete and I say continually over the past few years, Redwire is executing on a growth and path to profitability financial strategy, and today's announcement of this combination significantly accelerates our progress to achieve high revenue growth and achieve sustainable profitability now in 2025 and beyond. The acquisition of Edge Autonomy will be immediately accretive across critical financial metrics in adjusted EBITDA, net income, and free cash flow.

Edge Autonomy has historically experienced excellent growth, and as you can see on this page, is a profitable company with terrific operating leverage through its outstanding products and solutions, globally scaled production, operating cost control, and importantly, a highly motivated and effective team membership. This slide focuses on the last 12 months' results as of the third quarter of 2024. Starting with the top line, you can see that this combination scales Q3 2024 last 12-month revenues from $298 million in a combined to a combined $520 million, an increase of $220 million, or 74.6%, and we believe this revenue growth is sustainable as Edge Autonomy's standalone revenues grew 46.3% from $152 million to $222 million from fiscal year 2023 to the last 12-month period ended September 30th, 2024. Edge Autonomy is a profitable company.

Their 2024 Q3 last 12 months' adjusted EBITDA is approximately $72 million, with an adjusted EBITDA margin of 32.2%. On a combined basis, that scales Redwire's operating leverage significantly, with 2024 Q3 last 12 months' adjusted EBITDA as a combined company increasing by more than 700% from $10 million to $82 million and improves the associated combined revenue adjusted EBITDA margins from 3.4% to 15.7%. Turning to backlog, as Pete spoke about, the Edge Autonomy business model encompasses a diversified global customer base ranging from the U.S. Department of Defense to a wide variety of allied ministries of defense and Department of Homeland Security across the globe. Edge Autonomy has a mix of one, multi-year program of record contracts, and two, large fleet expansion, fleet replacement, and fleet upgrades that are shorter in duration.

Edge Autonomy is expected to grow these contracts at excellent margins, but it is important to note that Edge Autonomy is also expected to grow its program of record revenue. This significant increase takes our total combined 2023 backlog to approximately $408 million from $330 million. Besides being immediately accretive from a financial point of view, the acquisition of Edge Autonomy further diversifies Redwire's customer base, as demonstrated by the charts on the bottom of this slide. Along with our existing customer types of national security, civil, and commercial, we are now adding a fourth category of international defense. As you can see on the far right chart, on a combined basis, the 2023 results would have been split nearly equally among all the four customer types.

This diversification will be a differentiator among the space and defense tech sector, as it provides both resiliency, larger TAMs, tremendous optionality, and global scale, all at a much higher and sustainable operating leverage. Please turn to slide 16. As part of this announcement of our combination with Edge Autonomy and to provide insight into the financial strength of Redwire with this combination, management is providing financial guidance for fiscal year 2025 as if the transaction closed on January 1st, 2025. Taking the sum of the standalone full-year fiscal 2025 forecast for Redwire and Edge Autonomy, Redwire is guiding full-year 2025 combined revenue to be in the range of $535 million-$605 million, which represents a 52.9% compound annual growth rate from FY 2023 to the FY 2025 revenue at midpoint. In addition, we expect the added scale from the combination will significantly increase operating leverage and cash flow.

As a result, and taking the sum of the standalone full-year 2025 forecast for Redwire and Edge Autonomy into account, Redwire is guiding full-year combined adjusted EBITDA to be between $70 million and $105 million, which represents a 138.8% compound annual growth rate from FY 2023 to FY 2025 adjusted EBITDA at midpoint. It is important to note that these numbers are intended to be conservative and do not include run rate synergies, but actually do include continued investments and expenses, including integration planned in FY 2025. Even taking these investments into account, we expect the combined company to be free cash flow positive in 2025. For the transaction specifics, as Pete spoke about, Redwire will acquire Edge Autonomy for $925 million on a debt-free and cash-free basis.

The transaction consideration is expected to be paid using $150 million in cash and $775 million in shares of Redwire common stock based on the volume-weighted average trading price for the 30-day trading days ending on January 17th, 2025, or $15.07. The transaction consideration positions Redwire to have a significantly stronger balance sheet with enhanced credit quality as a result of better operational and financial scale and diversification. As part of this transaction, Redwire anticipates that the outstanding convertible preferred stock will convert shortly after closing. Redwire maintains significant flexibility to finance the $150 million cash portion of the purchase price with cash on its balance sheet, availability under its existing credit facility, proceeds from new committed debt facilities, and these take advantage of the projected significant expansion of its adjusted EBITDA on a combined company basis.

Redwire, at its election, may also choose to use proceeds from a new issuance of Redwire Common Equity. I couldn't be more excited to join with the Edge Autonomy team members as we create a multi-domain space and defense tech company and accelerate our growth and as achieving the path of profitability in combination with this tremendous industrially logical transaction. With that, I will now turn the presentation back over to Pete to provide brief final remarks. Pete.

Peter Cannito
Chairman and CEO, Redwire

Thank you, Jonathan. Please turn to slide 17. This transformational transaction positions Redwire as a scaled leader in multi-domain space and defense tech platforms, and we are excited to welcome the Edge Autonomy team to Redwire. We appreciate your continued support of Redwire and look forward to sharing additional information about this transaction in the coming months. With that, I want to thank the Redwire and Edge Autonomy teams.

We will now open the floor for questions.

Operator

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press Star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press Star two to remove yourself from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the Star keys. As a reminder, we ask that you please limit yourself to one question. One moment, please, while we poll for your questions. Our first question comes from the line of Suji DeSilva with ROTH Capital Partners. Please proceed with your question.

Suji DeSilva
Managing Director and Senior Research Analyst, ROTH Capital Partners

Good morning, Pete. Good morning, Jonathan. Congratulations on this transaction. It's very exciting.

Peter Cannito
Chairman and CEO, Redwire

Thank you, Suji.

Suji DeSilva
Managing Director and Senior Research Analyst, ROTH Capital Partners

Yep. So maybe we're all getting familiar with Edge Autonomy a little better.

Perhaps you could talk about the competitive landscape there as a starting point so we can understand their differentiated competitive advantages here.

Peter Cannito
Chairman and CEO, Redwire

Sure. So Edge Autonomy primarily provides UAS that fall into what's called Group 2 UASs or small UASs. This isn't the really small, what people think of as personal drones. These are operational military systems, but tend to be more in that tactical field category that can be operated by one or two operators out in the field. The primary competitors in that area include AeroVironment, Boeing, Textron, and a few other small, more startup-related organizations.

Suji DeSilva
Managing Director and Senior Research Analyst, ROTH Capital Partners

Okay. Great. Then maybe just on EA's business, can you talk about the visibility of the revenue and any customer concentration that might be there so we can understand that? Also maybe you can touch on their ability to sustain the high EBITDA margins that they demonstrate.

Peter Cannito
Chairman and CEO, Redwire

Sure. In terms of customer concentration, they have a pretty diversified portfolio, much like Redwire operating both in the U.S. and in Europe. As a matter of fact, when you talk about the competitive landscape for Group 2, the fact that a number of the UAS platforms, specifically the Penguin, is manufactured in Europe, I think, puts it on a different competitive footing that significantly increases the total addressable market as Europe looks to increase their spending in defense. We're very excited about that. They're pretty well diversified in terms of where the revenue is coming from. They do have some revenue that comes from the Ukraine, but that has been discounted in our forecast significantly.

And what we really like about this is, those of you who have been following Redwire for a long time see that diversity, when coupled with the diversity of Redwire's product portfolio, really has a strong portfolio effect of giving us resiliency while at the same time taking advantage of things like the complementary technologies, as well as the complementary geographical positioning of having strong manufacturing presence in the U.S. as well as in Europe.

Suji DeSilva
Managing Director and Senior Research Analyst, ROTH Capital Partners

Okay. And just the sustainability of the profitability for Edge Autonomy, it seems very attractive there.

Peter Cannito
Chairman and CEO, Redwire

Yeah. During our due diligence, we found no reason to believe that there should be any degradation in their profitability. These are very mature product lines that have been out and being fielded for a while now, so.

Suji DeSilva
Managing Director and Senior Research Analyst, ROTH Capital Partners

Okay. Great. Congratulations again, guys. Thanks.

Peter Cannito
Chairman and CEO, Redwire

Thanks, Suji. Thank you.

Operator

Our next questions come from the line of Brian Kintslinger with Alliance Global Partners. Please proceed with your questions.

Brian Kintslinger
Managing Director and Senior Technology Analyst, Alliance Global Partners

Great. Thanks. Congratulations on the transformative acquisition. Thanks, Brian. Can you talk about how Edge's Group 2 drones compare to the competition? What differentiates them? And then the second part of that question is, how does being acquired by Redwire, with its five space platforms, improve their competitive positioning?

Peter Cannito
Chairman and CEO, Redwire

That's a good question. So probably the number one, and there's many, but the one that we're most excited about is their range and endurance. Edge Autonomy has some intellectual property based around batteries that allow them to have significant advantages in terms of range and endurance. So that's one of the areas where we believe they are highly differentiated from their competitors in the Group 2.

And when I talked about greater optionality in terms of moving into Group 3 missions, that additional range starts to enable their Group 2 UASs to start moving into missions that have traditionally been performed by Group 3 UASs. So that's a key competitive advantage for Edge Autonomy. Now, we believe that as you get longer and longer endurance or smaller UASs that have the ability to go further and longer, that your over-the-horizon communications becomes critically important. And that's where satellites come in. As they take on these more robust mission sets, the ability to communicate and even do command and control through space would be a key additional capability to improve their overall performance. And that's just when we're talking about traditional missions.

When you start looking at all-domain operations where you have emerging concepts where groups of autonomous UAS platforms could receive command and control instructions or missions and data from space-based assets, that opens up a whole different set of new, highly differentiated capabilities and mission sets.

Brian Kintslinger
Managing Director and Senior Technology Analyst, Alliance Global Partners

Great. That's super helpful. As it relates to 2025 revenue guidance range, how are you thinking about contributions from Redwire versus Edge?

Jonathan Baliff
CFO, Redwire

So I'll take that one. Thanks, Brian. So again, I think the number one thing to think about as we give 2025 guidance is, one, we're again assuming the combination happened on January 1st. And obviously, we're closing in the second quarter of 2025. And we'll update guidance once we're kind of closer to closing or through closing to give, again, more specifics. That being said, we have obviously given guidance for 2024. We're reiterating that.

But from a combination standpoint, we're not publicly giving the breakup. I will say that we're not also giving any synergies, right? Both companies, there are synergies especially associated from a revenue standpoint with higher PW ins and a number of different things, especially as we look towards Europe and a number of big programs here in the United States. I think the bottom line when looking at the revenue forecast, especially, Brian, is that we're being very conservative. The company, Edge Autonomy, has had tremendous success in Europe in 2023 and 2024, especially in a number of Eastern European theaters, especially in, obviously, Ukraine. But we're being very conservative in 2025 on that, just given kind of the macro view about where Ukraine is going. It doesn't mean that they don't have tremendous capability in that theater. We're being very conservative for our 2025 revenue there.

So, that'll kind of give you a sense of. Obviously, from an EBITDA standpoint, we still believe that Edge Autonomy is going to be able to provide tremendous synergies associated with operating leverage to us, but a lot of the EBITDA will be provided by Edge Autonomy in the 2025 period. As we get into 2026 and beyond, again, we believe that both companies will benefit, and you'll see, in essence, a merged contribution on that basis as we grow and get more operating leverage because this isn't just the end. But if you look at the $75-$105 or the $70-$105, that range of EBITDA really also is conservative based on the revenue I already spoke about. But also importantly, there are investments we have to make in 2025.

Those investments, as part of the combination, could be more lower than if you took the combination at a, what I call, run rate growth area. Does that make sense?

Brian Kintslinger
Managing Director and Senior Technology Analyst, Alliance Global Partners

Yeah. Great. I'm going to squeeze one last one in and get back in the queue.

Jonathan Baliff
CFO, Redwire

No, please. Okay. Go ahead, Brian.

Brian Kintslinger
Managing Director and Senior Technology Analyst, Alliance Global Partners

We see leading indicators such as proposals, pipeline, and bookings for Redwire. Is there similar metrics for Edge? Is there a quantifiable pipeline?

Peter Cannito
Chairman and CEO, Redwire

The short answer is yes. The longer answer is this is our introductory call to just introduce everyone to the combination, and as we move forward and we actually close the transaction, we'll start integrating the Edge financial metrics onto the same traditional format that we've done in our earnings call for Redwire, so.

Jonathan Baliff
CFO, Redwire

Let me just give specifics around, but that's why we're giving 2023.

You see we're using 2023 numbers because we want to make sure that as we close out 2024, obviously, between announcement and closing, we'll give you more information. I think importantly, on the backlog, there's two pieces of information that are really important. One, the pipeline will increase pretty significantly. Currently, as you know, Brian, because you ask about it a lot, is our current pipeline just for Redwire's $7 billion or approximately, and it's been increasing a lot the last two years. This will meaningfully add to the overall pipeline because Edge Autonomy has also got a pretty nice pipeline too. Importantly, their backlog is based on fleet, fleet expansion, and then fleet updates, which for us is very exciting, provides even more sustainability of both the revenue growth and the profitability.

Brian Kintslinger
Managing Director and Senior Technology Analyst, Alliance Global Partners

Great. Thanks again.

Operator

Thank you.

Our next questions come from the line of Mike Crawford with B. Riley Securities. Please proceed with your questions.

Mike Crawford
Senior Managing Director and Head of the Discovery Group, B. Riley Securities

Thank you. On slide 26, it shows that Edge Autonomy opened location Ukraine in January 2025. You also noted that it's doing business in 80 countries. Is there any more detail you can add to that mix, including with Ukraine or otherwise?

Peter Cannito
Chairman and CEO, Redwire

So not at this time, other than to just articulate that these are combat-proven systems that are operational and effectively operational in Ukraine and that there is a broad demand for these systems on a global basis.

Jonathan Baliff
CFO, Redwire

The only thing I would say, and adding to that, is that, again, we believe that we can kind of continue to move forward on the U.S. business, and it's significantly grown between 2023 and 2024.

Mike Crawford
Senior Managing Director and Head of the Discovery Group, B. Riley Securities

Okay. Thanks, Pete and Jonathan.

And then you did talk a little bit about the differentiation that enables Edge Autonomy to have these really high 32% margins. What about CapEx associated with that revenue stream? And I guess related, you mentioned there was over, what, 265,000, I think, feet of manufacturing space. How would you characterize capacity utilization and ability to move anything else pre-existing from Redwire potentially into this new footprint that you're acquiring?

Peter Cannito
Chairman and CEO, Redwire

So all good questions, Mike. And this isn't really an earnings call, so we're not going to dive into our usual metrics at the level you're talking about. But I will say clearly, you recognize, as we do, opportunities. That's a sizable amount of manufacturing capability. We feel that Edge Autonomy currently has the manufacturing with their existing footprint, the capability to fulfill their existing orders with room for growth.

And that foot-stomping I did on the geographical synergies where they're operating in Europe specifically, but also in the United States, where Redwire and Edge Autonomy over time can leverage each other's manufacturing footprints is something that we see as having high potential. But more to come on that as we start to, like I said, incorporate their specific financial metrics like CapEx, etc., into our future earnings calls. Okay. Thank you. So not even a broad range of prior CapEx from Edge? All things to come.

Brian Kintslinger
Managing Director and Senior Technology Analyst, Alliance Global Partners

Thank you.

Operator

Thank you. Our last questions will come from the line of Greg Konrad with Jefferies. Please proceed with your questions.

Greg Konrad
SVP of Equity Research, Jefferies

Good morning and congratulations.

Jonathan Baliff
CFO, Redwire

Thank you, Greg.

Peter Cannito
Chairman and CEO, Redwire

Thanks, Greg.

Greg Konrad
SVP of Equity Research, Jefferies

Maybe just to follow up on some of the previous questions.

I mean, if I look at backlog at Edge Autonomy, it's far smaller than Redwire, but you mentioned the multiple programs of record. I mean, how are you thinking about the conviction in the revenue outlook for Edge and conversion of maybe the more book and ship revenue? I mean, how do you think about the biggest drivers, just given the strong outlook for 2025?

Peter Cannito
Chairman and CEO, Redwire

Yeah. No, it's a good question. So at the high level, there's three primary things that we really like about this combination: technological, financial, and operational. We've talked about the technological synergies and the different complementary technologies and the new things we can do as a multi-domain company. I think Jonathan did a good job outlining a lot of the financial benefits and how strong we are together.

But there is this element that I think you're hitting on, and Mike, right before you touch on a little bit, is there's a lot of operational opportunities as well. First and foremost, this idea that we've been talking about on our calls previously of getting operating leverage at scale, but also sharing manufacturing and CapEx and finding synergies associated with that, as well as the business models. Redwire traditionally has very long development contracts, multi-year contracts, and therefore you see all of those multi-year contracts in backlog. Whereas Edge Autonomy has more of that ordering type of mature products business model where you don't tend to see things like EACs. And this is one of the reasons where you were confident in the consistently maintaining margins.

But those orders tend to come in not in large multi-year contracts, but in more of a fleet management business model where new orders are added to the fleet and replacements come in, and then, of course, additional orders are placed by new customers, so we believe that it's a very complementary model, both in favor of Redwire as well as in favor of Edge Autonomy combined, but that makes the backlog not exactly apples to apples when you look at how backlog will affect future revenue, so we spent a lot of time, obviously, diligencing this and looking at past backlog levels and the yield and revenue that that ultimately brought, and we're very comfortable that, as a result, the current backlog, you see that the orders come in at a sales cycle velocity throughout the year that can have Edge achieve its revenue goals that we've articulated today.

That answer your question?

Greg Konrad
SVP of Equity Research, Jefferies

Yeah. That's perfect, and then a follow-up. I mean, Redwire historically has been very acquisitive. I mean, how do you think about the acquisition of Edge Autonomy, maybe changing that just given the financial transaction and a broader business maybe to build upon?

Peter Cannito
Chairman and CEO, Redwire

Well, it won't change the fact that M&A is a core differentiator for Redwire, our ability to do that. That won't change, but it certainly does broaden the scope of potential acquisitions. I think it gives us a much wider group of capabilities and future acquisitions that would be complementary to what Redwire's doing now, but by and large, as I hope everybody has figured out by this point, we look for highly differentiated technology that can achieve profitability at accretive multiples, so that formula has always been consistent and won't change going into the future.

Greg Konrad
SVP of Equity Research, Jefferies

And then maybe just one quick clarification question. I mean, the stock's up quite a bit today. That 775 in equity, that's fixed at 1507, right? I mean, that's the fixed number of shares that you're paying for the deal that doesn't change with the share price?

Jonathan Baliff
CFO, Redwire

So as we've talked about in the press release, the 1507 is the number of shares that we will be given. However, at our option, we can issue shares in the future, but it is at our option. We have other very available access to capital associated with existing cash, credit facilities that already exist, and committed debt facilities also.

Greg Konrad
SVP of Equity Research, Jefferies

Thank you.

Operator

Thank you. We have reached the end of our question and answer session. I would now like to hand the call back over to Peter Cannito for closing remarks.

Peter Cannito
Chairman and CEO, Redwire

So once again, thank you all for your questions and for participating in today's call. We're really excited about this transformational transaction and look forward to providing you updates and information along the way and appreciate everyone taking the time to listen today. Go Redwire.

Jonathan Baliff
CFO, Redwire

Go Redwire.

Peter Cannito
Chairman and CEO, Redwire

Thank you. This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.

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