Motorola Solutions, Inc. (MSI) Earnings Call Transcript & Summary

Good afternoon, and thank you for holding. Today's call is being recorded. If you have any objections, please disconnect at this time. The presentation is posted on the Motorola Solutions Investor Relations website. In addition, a webcast replay of this call will be available on our website within 3 hours after the conclusion of this call. The website address is www.motorolasolutions.com/investors. [Operator Instructions] I would now like to introduce Mr. Tim Yocum, Vice President of Investor Relations. Mr. Yocum, you may begin your conference.

Good morning, and thank you for joining us today to discuss our potential acquisition of Silvus Technologies. With me today are Greg Brown, Chairman and CEO; Jason Winkler, Executive Vice President and CFO; Jack Molloy, Executive Vice President and COO; and Mahesh Saptharishi, Executive Vice President and CTO. Greg and Jason will provide some color on the strategic rationale and financial structure of the transaction, and Jack and Mahesh will join for Q&A. We posted a presentation and news release at motorolasolutions.com/investors for your review. Additionally, a number of forward-looking statements will be made during this presentation and during the Q&A portion of the call. These statements are based on current expectations and assumptions that are subject to a variety of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Information about factors that could cause such differences can be found in the Risk Factors section of our 2024 annual report on Form 10-K or any quarterly report on Form 10-Q and in our other reports and filings with the SEC. We do not undertake any duty to update any forward-looking statements. And with that, I will turn it over to Greg.

Thanks, Tim, and good morning, and thanks, everybody, for joining us. As you saw in yesterday's news release, we've entered into a definitive agreement to purchase Silvus Technologies. Silvus designs and produces software-defined high-speed mobile ad hoc network for MANET technology that enables highly secure data, video and voice communications without any need for fixed infrastructure. Their solutions are designed to support frontline operations in the most challenging and contested environments around the world, creating large, scalable mobile networks that enable communication for bandwidth-intensive technologies like video sensors and drones. Since engaging with Silvus, we've been incredibly impressed with the technology and the rapid growth they've achieved. Their software-defined communications platform has proven to deliver in mission-critical environments, resilient against efforts to jam, detect and intercept. And I'm thrilled that we were able to come to terms on an agreement, and we expect the deal to close sometime in either Q3 or Q4 of this year. From a strategic standpoint, this acquisition will broaden our portfolio of offerings in mission-critical communication, adding new capabilities such as high bandwidth secure mobile data and video that complement our existing expertise in mission-critical voice. It also provides us exposure to fast-evolving new technology verticals, particularly in autonomous systems and defense as the rapid adoption of unmanned systems, particularly drones, transforms safety, security and defense operations around the world, Silvus' industry-leading self-healing networks play a critical role in enabling seamless decentralized communication for enhanced coordination and real-time data sharing. U.S. and allied militaries rely on Silvus' rapidly deployable mesh networks to command and control both manned and unmanned aerial, ground and naval systems. Along borders, Silvus connects video and other sensors on remote surveillance towers with security operations centers. Firefighters battling wildfires relying on Silvus to transmit high-definition aerial video and mapping data. And at major public events, leading law enforcement agencies use Silvus to create dynamic tactical bubbles to share video and data. I'm excited for the opportunity to combine Silvus' world-class engineering and software talent and their market-leading battle-proven technologies with Motorola Solutions' long history in mission-critical communications. I look forward to sharing more with you once the transaction is closed. And at this point, I'll turn it over to Jason.

Thanks, Greg. As Greg mentioned, we've been engaged with Silvus for some time and have been impressed by their growth and their financial performance. Silvus solution is finding compelling use cases in defense, law enforcement and enterprise verticals, driven by new bandwidth-intensive technologies such as unmanned platforms and AI. Silvus' 2025 revenue is expected to be approximately $475 million, with approximately 45% adjusted EBITDA margins. We anticipate the transaction to be accretive to our non-GAAP EPS within the first 12 months following close. The upfront consideration for the deal is $4.4 billion, which we plan to fund through the combination of new bank loans, and long-term notes as well as cash on hand. In addition, if the business performance significantly exceeds expectations, there is a potential earn-out of up to $150 million due in 2027 and up to $450 million due in 2028. Our financing plan for the transaction, together with our strong balance sheet and robust cash flow expectations this year position us well to maintain sufficient capacity for opportunistic capital allocation, including share repurchases or acquisitions. And as Greg mentioned, we expect the transaction to close in Q3 or Q4 of this year following regulatory approvals. And with that, we'll turn it back over to Tim to open it up for questions.

Before we begin taking questions, I'd like to remind callers to limit themselves to 1 question and 1 follow-up so we can accommodate as many participants as possible. Operator, you can now provide our callers with instructions on how to ask a question.

[Operator Instructions] The first question is from Joseph Cardoso with JPMorgan.

Maybe just starting off, can you help us better understand the current revenue mix of Silvus across couple of vectors like software hardware, customer vertical or application and international exposure? And then is there any meaningful customer concentration today? And then I have a quick follow-up.

Joe, it's about 1/3 international and the international is concentrated primarily in EMEA. It is hardware, software, but it is primarily a hardware business as well. And as we talked about, the use cases are around unmanned and border security, law enforcement, defense as well as critical infrastructure. [Technical Difficulty]

Please standby, we will be live in just a moment.

Joe, that was a bit of a longer answer than I anticipated. Can you hear me clearly?

Yes. You're loud and clear on my end.

Okay. So sorry about that, technical difficulties. But what I was saying is from a vertical standpoint, about 1/3 of their revenue is international and 2/3 North America. And while you would think of it traditionally as a hardware business per se, what we're most excited about is the main differentiator in this entire solution is the software. And the core software that they've developed and the co-creation and iteration that they do with their key high demanding customers that is representative of more off-the-shelf defense deployed technologies where -- and less custom orientation. And the proving ground for this technology and the inflection point was their dramatic success over an extended period of time in Ukraine.

Got it. And then maybe just a quick clarification at the end. Is there any meaningful customer concentration today? And then as a part of my second question, obviously, there's been public disclosures going back to 2022, I think of revenue, which implies a strong double-digit CAGR through the 2025 targets that you guys kind of laid out or revenue expectations that you laid out. Curious if you could help us think about how sustainable that growth trajectory is going forward and maybe what's underpinning your expectations? And then tying it maybe into my first question here, do you expect any meaningful changes in mix going forward as you think about the opportunity?

Well, I think the good news about this, look, we view this as a clearly -- and we spent a lot of rigorous diligence on this acquisition. We were engaged for over a year with them on this. And we looked at this organization cradle to grave. We plan on upon successful close, have it report directly to Jack Molloy, the COO. We're going to leave the Silvus organization intact. So it's additive and a new area to us. We believe we can help the growth profile by investing in R&D, investing in go-to-market, and we don't see any unnecessarily or unweighted customer concentration. So we feel good about that. The estimated revenues for this year, and it's an estimate is about $475 million. And if you look at growth over last year, it's probably about 20% year-over-year. We'll see -- that's an estimate. We'll see what it actually comes in at. But they have a broad presence in DoD. We view the unmanned systems as an accelerant to the growth of this asset. And I think they and we will be well positioned in EMEA with allies as well.

The only thing I'd add, you mentioned there was a marker out there for about $100 million in 2022. It was actually a bit north of there on a calendar year basis. So regardless, it's been tremendous growth as their technology has been widely adopted in the customer set that Greg mentioned and getting to the $475 million estimate this year-end is quite an accomplishment. And we think with the investments and opportunities that we can bring that together, we can continue to be successful.

The next question is from the line of Tim Long with Barclays.

Yes, 2 for me as well. Maybe, Greg, for you. Just touch a little bit on -- this is -- obviously, you guys have been very acquisitive over the years and been very successful at it. Mostly a little bit smaller and a little bit more in the core public safety area. So can you just touch on kind of why a bigger deal now and kind of what you're thinking about risks or potential opportunities being in new markets plus with a larger-sized acquisition? And then secondly, just curious if in your due diligence, you've touched on -- talked to your customers, any synergies with that core market? Could this technology be implemented more with your core public safety end market customers? That would be great.

Yes. We -- so we -- as I mentioned, Tim, we've been engaged with this company for well over a year. So the diligence, the consideration, the thought around is this the right asset? What's the opportunity cost of capital? Is it culturally compatible? Do they have market leadership? Is it consistent with our safety and security ecosystem? And what we love about it is it's not voice. It's not a voice acquisition. You know our position in LMR mission-critical voice. You know what we do in terms of push-to-talk over cellular with Kodiak. You know what we do in push-to-talk LMR in critical infrastructure and enterprise. This is something new, number one. Number two, it's a market leader. So it doesn't require fixed infrastructure. So it can be rapidly deployed, in security, in border control, in safety, in defense, and it has highly scalable, very reliable technology that we don't see in the market anywhere else. So that was attractive to us, very attractive to us. Obviously, they have an RF orientation. We think the engineering organization is world-class. And you know as we buy organizations, larger or smaller, is it strategic? Can we improve the growth profile? Can they use the Motorola brand? Is it a common sales go-to-market engine? And if we put more capital into it, can we further extend their differentiation? And all of those came up positive. And by the way, we've looked at organizations and assets similar to this size. We passed on one over a year ago. We've looked at others. This is the first one. And in our opinion, in my opinion, the most exciting one, and we feel quite good about it.

Great. And then just any customer discussions or anything like that, that you can share with us on how the industry might be thinking about this combination?

Well, I think we obviously did our homework on the use cases and the customers using this technology, got feedback, overwhelmingly positive feedback. And while it is in some newer areas in unmanned aerial, ground and in water for us, autonomous systems and command and control. This is all about high-bandwidth secure video and data, high-bandwidth secure video and data. We do the mission-critical narrowband voice. This was very attractive as an adjacency and something new. We think, as we mentioned in some of the use cases, in addition to defense and military, it has application in law enforcement. It has application in firefighting, in terms of spectrum monitoring. It has more widespread application in law enforcement. So in terms of some of the core markets we serve around public safety and critical infrastructure, we view it as a natural extension.

The next question is from Amit Daryanani with Evercore ISI.

I have 2 as well. I guess, maybe to start with, 45% EBITDA margin seems extremely impressive. I'm just wondering, can you just talk about what the gross operating margin profile for that asset looks like? And are there any cost synergies that you can think about as you integrate the deal going forward?

So as you would imagine, the gross margin profile is healthy. When we justified and reviewed with the Board the financial returns, this is not about cost synergies. This is about top line revenue growth, extending differentiation, hitting adjacent markets, putting more capital in. This is not a buy-company-A-and-slash-cost. We're not looking at cost synergies. We're looking at top line growth. So that was the other nice thing about this. And since they're specialized and have been so successful over the last few years, we think the combination will be quite accretive and quite additive.

Got it. And then if I could just follow up, the revenue at Silvus have gone from like a little over $100 million to $475 million for this year. So clearly, you've had some really strong growth in this asset. I think the fear folks may have is, are you essentially paying a very high valuation at potentially peak growth. So maybe could you just touch on what do you think the growth profile looks like for this asset beyond '25? So when you look at the internal metrics they had, what is sort of the growth rate you folks are thinking this asset could do over the next few years? That would just be helpful because the valuation does seem high given the growth trajectory the asset has been on.

So we don't think the valuation is high. In fact, we think the price we're paying when you look at EBITDA multiples, is generally in line. In addition, as Jason said, the $100 million that some folks referenced, the actual revenue was a little higher than that. The $475 million estimate is exactly that for this year. It's an estimate. If it comes in around that, we think that growth year-over-year would be about 20%, plus or minus. But the other thing we liked about it is the significant opportunities that are in the funnel and the pipeline of opportunities. So Amit, we don't think, obviously, that we are overpaying or leaned in, in an irresponsible way. When we look at this through a couple of different vectors, we feel quite good about the deployment of capital and its commensurate returns going forward. Obviously, one of the most exciting things is this is great technology. It's a market leader. We think we can accelerate it. It has strong margin and growth profile and with capital in our brand and our market coverage internationally, we think we can assist it.

The next question is from the line of Louie DiPalma with William Blair.

Greg, Jason, Jack, Mahesh and Tim, congrats on signing the deal. The U.S. Department of Defense is working on several new drone projects, including Replicator and CCA. And Silvus, they've announced partnerships with some of the leading drone OEMs, how do you believe Silvus is positioned to capture the video and command and control links for some of these opportunities? And separately, do you also think that Silvus could potentially play a role in Golden Dome as they've previously announced a partnership with the Army's integrated Battlefield command system for missile defense?

Well, I mean, overall, we think this asset is in the sweet spot of attractiveness in terms of what the U.S. Department of Defense is looking at as they look to, first of all, in the house bill and ultimately, if they get legislation passed, there will be more money for defense, number one. Number two, the more money being increased in defense has the orientation and characteristics around what this does. Off the shelf, not a heavy platform, not a custom orientation, quick to deploy market-leading proving ground technology like theaters in Ukraine and otherwise. In terms of Golden Dome, let's see how the attributes and characteristics play out and the requirements of that ultimately. At this point, I think the Trump administration has talked about it conceptually. There's a lot of blanks to be filled in. But do I think this technology can clearly protect our borders and for utilization of unmanned systems, be it defense and protectionist in orientation? Absolutely.

The only thing I would add to that, Louie, is that when you think about how Silvus has proven itself in Ukraine, the key factor there was jamming and interference. And with drones, specifically, that was a very big deal, and Silvus Technologies have really proven themselves out there. As Greg said, there's also this significant factor with Silvus technology being software-based in that it doesn't require any custom hardware. It can easily adapt to multiple different platforms, which becomes quite important, I think, in the context of drones and autonomous systems in general. And then lastly, as we see more and more drone solutions going towards not just singular drones being deployed, but swarms of drones being deployed, the fact that Silvus scales up to 550-plus nodes without significant degradation in bandwidth and with the resilience and low probability of intercept, low probability of detection capability coming into play, we believe that it's a critical technology, and I think multiple drone vendors have already adopted it.

The next question is from the line of Keith Housum with North Coast Research.

Congratulations guys on the hard work here. I understand it's a market leader in this space. But Greg, is there anyone else that's competitive in this space as well that perhaps we can keep our eye on?

Well, there's some other specialized players, TrellisWare, Persistent Systems, DTC. But we've done a -- I think we've done a pretty good job comprehensively looking at the competitive landscape, and we were impressed significantly by the differentiation, technology, talent, scale, especially what Mahesh just referenced, over 500-plus nodes in a highly secure no requirement fixed infrastructure environment, we were most attracted to this asset, and we love the composition financially, strategically, culturally and technically.

The next question is from the line of Adam Tindle with Raymond James.

Greg, I just want to start back on the financials here because I know we'll get questions on this. So the $475 million in 2025 in revenue, I understand that's a projection based on 20% year-over-year growth. So if I did the math right, you were implying just around $400 million of revenue in 2024. The first part of the question would be, I understand 2022 number was $100 million and change, let's call it. But that time period from '22 to '24 to go from $100 million and change to just under $400 million is just a big jump. And I wonder if you could provide a little bit more color on what drove that level of growth during that time period. The second part of the question would be, once we go from '24 to '25, you're calling for 20% growth. Why would that trajectory slow down so much in terms of growth. Obviously, 20% is still healthy, but relative to where that was? And I have a follow-up.

Yes. So a couple of things. I mean, it's the law of large numbers to some degree. But also as they ramp, remember, in the 3-year plus Ukrainian Russian conflict, they were in heavy deployment. So Ukrainian revenue was disproportionately higher in the previous periods. We believe, as we've looked pro forma, we've taken a responsible look on what those revenue projections could be going forward. So we've obviously moderated that back. But if you put that off to the side and decompose the revenue construct that's being derived from other customers, this is still a very good growth business that we feel good about. And again, the 20% is an estimate, the $475 million is an estimate. We'll see where it shakes out. We'll update you post close. But I think, Adam, the lumpiness and higher growth a few years ago was Ukraine deployment.

Is there anything about that, that's onetime that does not repeat or if the conflict resolves itself goes away?

Well, we -- look, we modeled a whole host of scenarios, and I think that there is more intensity in the middle of battlefield and conflict. But there's still a continuity, we believe, of technology from a defensive standpoint, from a protection standpoint, from a security of the border standpoint, irrespective if "conflict" goes away. We also have looked at other newer programs that are coming in to the forefront, both at DoD and EMEA, and we feel reasonably comfortable about this asset and its ability to grow substantially. I mean it's going to grow obviously higher than what LMR would grow in terms of low to mid-single digits. This is obviously growing faster vis-a-vis the estimate of 20%. Anything beyond, we'll update you post close. We'll give you color on '26 but that's a ways out, but I appreciate the question.

Okay. Maybe just a quick follow-up for Jason then. When we back into this deal from an EBITDA multiple basis, it looks really attractive, almost at parity with doing a buyback and you're getting higher growth here. So it seems to make a ton of sense from a financial standpoint. But I wonder, during this time period, we've got this very strong growth, what was the EBITDA margin trajectory like during that time? Or if you could maybe just give us a sense of the 2024 EBITDA margin? I understand we got the revenue growth, but what did EBITDA margin look like relative to this 45% that you're projecting for 2025?

Their EBITDA margins have been solid along that growth pattern and the rapid growth that they've experienced. So they run not only a high-growth company, but also a very profitable company. Our expectations are that we would continue to make some investments and enter into areas in our theaters where we can expand the use cases. But having an asset that we agree with you is growing fast, is highly profitable by looking at our own multiple or even multiples in similar spaces, we feel good about the value that we've deployed here and the opportunities it represents for us going forward.

[Operator Instructions] The next question is from the line of Matthew Niknam with Deutsche Bank.

Congrats on the deal. Just 2, if I could. First off, you mentioned you've been engaged with the team for some time. So I'm just curious if there was a specific catalyst that really got the process going and ultimately got the deal over the goal line. And then secondly, in terms of integration plans, curious if you're looking to maintain Silvus' brand. Is the management team there sticking around? And then what sorts of incremental investment do you envision making post acquisition close?

So the investments we're planning to make are in research and development and go-to-market that we think would be additive to their growth profile. Long process of engagement. And we've done, I don't know, 40-plus acquisitions since MSI, maybe even 50 various sizes. We had some starts and stops along the way that I think would be normal in any large engagement. I think that probably the beginning of this calendar year, more engagement with me and my counterpart at TJC along with the great work done by Jack and Jason, Raj and Mahesh and Michael Annes. I think communications began to be a little bit more frequent and fully aligned. We kept our Board informed along the way. And I just think that there continue -- the other thing is their continued performance. So we looked -- last year, we were engaged. We thought they would do X, they did better. We looked at it midterm. We thought they would do Y, they did better. So one of the other inflection points is their continued outperformance, their growing pipeline of opportunities, the extended and expanded traction that they got all lend itself well to this was the right time to do this. And to the point made by Adam, we think it's a fair price for both parties. We think it's accretive. Obviously, it's accretive within the first 12 months on a non-GAAP basis. So these don't come along very often, and we thought the time to move was now.

The next question is from the line of Tomer Zilberman with BofA.

Maybe just a quick point of clarification. Do you expect to roll Silvus under your LMR segment?

Too early. Let's -- we want to get it closed first. But LMR is a different business. This is a newer business. So our segments, we anticipate will be unchanged with product and SI and software and services. We'll see ultimately when we close where this goes. I don't think it goes in command center or video, but we're going to sort through exactly from a technology standpoint, where it makes the most sense from a description standpoint and a category standpoint. But our segments, Product and SI and software and services will be unchanged.

Got it. So maybe just to ask a similar question along the lines of the revenue growth trajectory, but ask it in a different way. Assuming that it goes into LMR, if we look at the historical growth profile of that market, it's kind of low single digits. You guided to low to mid-single digits this year. Do you expect that with Silvus, you can sustain that higher growth on a go-forward basis? And as a follow-up, talking about new use cases such as unmanned and maybe new opportunities within the DoD, how are you thinking about go-to-market? Any changes you need to make there?

So we're not going to guide growth profile beyond what we've said for this year, which is, to your point, Tomer, low to mid-single-digit revenue growth for LMR and depending upon where they land in revenue, plus or minus 20% for this year. Obviously, we're attracted to this asset in part because the growth profile is significantly larger. Actually, at 20%, it's larger than any of the 3 technologies. How we guide that and what that growth profile is in '26 and '27 and beyond, stay tuned for post close and how we see we finish the year. But we also think that we'll put additional coals on the fire for Jack Molloy's international go-to-market and some of the people that Silvus has on their international team under Vivek and Jimi, who runs global sales.

And I think Greg mentioned internally that we would continue to run Silvus as a stand-alone org. That's important to continue their growth, and complemented by some of the investments that Molloy will make to offer the product across more of our traditional customer set. That's important for both continued trajectory. There's also an earn-out associated with '27 and '28 and the opportunities that, that presents for both of us. So measuring it and monitoring it internally in one org is also going to be important.

Just 2 other things. We think there's additional opportunity to expand not only within DoD, but within DHS. I think that's also critically important as you think about the borders that Greg made reference to. The second thing is we look at their process and one of the areas where I think Motorola can come in and add value is from a lobbying from an appropriation standpoint at multiple levels, not only within the DoD but on the Hill as well as international government relations. We think that's an area that there will be some synergy on our end.

The next question is from the line of Ben Bollin with Cleveland Research.

Greg, can you remind us, in the past, you've talked a little bit about how much cash you need on hand to run the business. Where does that figure stand today? And any thoughts on what the kind of approximate mix might look like for cash allocated versus debt and notes used to fund this transaction?

Well, this upfront consideration is $4.4 billion. So if you think about high level $4 billion of debt, half of that would be more fixed long-term debt in nature. The other half will be temporary notes and things that we would pay back sooner. If you layer in what we're paying plus the balance sheet and cash on hand, this will increase a little less than 1 turn of our debt -- adjusted debt-to-EBITDA leverage. So we still have capacity and room going forward.

Okay. And then as a follow-up, within the first 12 months, you're talking about achieving non-GAAP EPS accretion. I mean the $475 million and some basic assumptions, obviously, currently, it looks like it would be dilutive. But how do you get to that accretion in that subsequent 12-month period? Is there an assumption on revenue growth? You've talked about investing in the business. Just how do you get through that? Help us bridge that.

Sure. So on a non-GAAP basis, the 12-month window for which we think it will be accretive is based on the growth expectations, a strong EBITDA. On a non-GAAP basis, it will take longer to be accretive. But -- excuse me, on a GAAP basis because you incorporate interest and the likes. But on the clarity of the P&L that we're assuming, it's definitely accretive on a non-GAAP basis within 12 months.

The next question is from the line of Meta Marshall with Morgan Stanley.

This is Jamie on for Meta. Just 2 quick questions. A lot of talk about unmanned systems. Are you able to give a high-level sense as to sort of what that incremental TAM could be for MSI?

I think it's a couple of billion in the short term, but over the next few years, we think it's several billion. Because obviously, the need for unmanned is growing exponentially. So while it might be a couple of billion now, we expect it to be several billion over the next few years.

Great. And then just real quick, are there any sort of regulatory considerations we should keep in mind as you approach the close?

Well, we think it should close relatively earlier. That would be our expectation, which we said either Q3 or Q4. Since we don't compete in this business today, and it's new, new technology and very different than what we do today, we expect that we would go through the normal process approvals in U.S. and Germany, Poland, Ukraine and the like. But we don't anticipate any regulatory issues because we think this is pretty straightforward and something very new and different than what we do today.

[Operator Instructions] There are no further questions. This does conclude today's teleconference. A replay of this call will be available over the Internet within 3 hours. The website address is www.motorolasolutions.com/investor. We thank you for your participation and ask that you please disconnect your lines at this time.