its Virtual Equity Conference. I am Joe Gomes, Managing Director and Senior Analyst at Noble Capital. Today, I have the pleasure of introducing T3 Defense. Following the presentation, we will have some time for Q&A. With us today from the company is Menny Shalom, Chief Executive Officer. With that, I'm going to turn it over to the company. The floor is yours, Menny. Thank you so much, Joe. Thank you for having us. I'll take a quick run through our short presentation, and I'll be happy to answer any questions thereafter. T3 Defense is part of, as its name stands, and as our ticker, DFNS, we are part of the defense era, which we identified started almost three years ago. We are traded on Nasdaq, currently around $20 million in market cap, and about 60+ million shares outstanding. We are a roll-up company in the defense era, which we started, as I mentioned earlier, initially three years ago, but actually came to the market only this year. Q1 of 2026 is our first actual quarter with our financials as a defense company traded on Nasdaq. Just understanding what the high-level strategy is. We think when the war in Russia started, we realized we were entering what we call the defense era. Usually defense era are cycles that are relatively long. They are delayed in the sense that it takes time until the actual results are being shown into the public defense companies. When it gets there, usually the cycle is relatively long and usually the sector of defense is immune from price sensitivity. It's a long cycle, relatively immune from price sensitivity as to the cost, because when we need a tank or an airplane or an anti-missile, we go and buy them. Our strategy is that we focus on buying and scaling up defense subcontractors operating in defense sector, usually working as subcontractors to the prime contractors in different defense systems. We focus on three main areas, usually on robotics, unmanned platforms, and AI-enabled systems. What we try to do is to focus on them and allow them to grow and expand their business, different activities in where they do. Today, we started our consolidation of five of our subsidiaries, and as I mentioned earlier, Q1 is our first quarter as a public company doing that. What we're aiming to do is after the first consolidation into our reports, is focusing on providing them more and more capital in order to allow them to grow the opportunities that they have in the defense and military spending. We have identified a list of 400 companies. Usually, those are Tier 2 and Tier 3 manufacturers and subcontractors. We are aiming only buying revenue-generating company. Most of them are already profitable, not just revenue generating. They're part of much bigger system of platforms, either servicing subcontractors or part of building much bigger scale. That what assures us there is a continuity and ongoing orders for those platforms. In Q1, we had $3.7 million of revenue. We estimate to have this year a total of around $26 million in revenue for the total company, the total year. As the end of the first quarter, we had a backlog of $12.1 million. In addition, we had RFPs for additional projects. We assume significant part of them are going to be delivered this year. Another $12 million in those incoming thing. As I mentioned, defense is a very long cycle. We think we're just at the beginning of that. We believe there are a lot of opportunities there. If you think of the sector outperforming the index, T3 in a sense is like the 3X ETF of that sector, and the reason is we buy private assets, we take them public, and we allow them to grow even faster than what they should be doing in order of that. Some background about what the sector is doing globally about spending about $2.6 trillion announced of acquisitions by governments worldwide. The U.S. is a bit more than half of that. Obviously, Europe is lagging behind, but they are going to increase their spending as well. The U.S. was the largest client and remained the largest client, but also the largest manufacturing provider. For us, being a U.S.-based company with subsidiaries both in the U.S. and elsewhere is a significant advantage in doing that. As of today, we have five subsidiaries, and in a minute I'll describe them in a nutshell. In addition to that, we've sponsored a SPAC with $175 million in trust, which we think is a very interesting solution, providing ourself financing without diluting our shareholders. That trust was raised from a separate IPO, not from our shareholder. It's a significant pocket of funding that allows us to find a target, and once found, we have another source of financing for ourself without diluting our shareholder base. Some of the things we mentioned, we've acquired Tiltan in the business of simulation. It's an AI business. It's an AI company in the defense sector, providing simulation and mapping services for defense prime contractors. Rimon, which was the first acquisition in the tactical energy and infrastructure company. It's part of the Israeli Iron Dome system. A very promising company, growing significantly year after year. Nimbus is in the UAV sector, selling and providing different services and solutions as part of anti-drones and unmanned drones for the Israeli defense sector. ITS and Positech, two companies in the motion control and stabilization part of the precise engineering solution that we are manufacturing and providing. Those are the three sectors I mentioned earlier that today we are focused on. Precise manufacturing and engineering, unmanned system, robotics, UAVs, drones, things that we see that the modern battlefield is leaning into getting there, and software solution, AI solutions that are used by different integrator either to overcome GPS denied environment that allows navigation, identification of different intrusions, and similar solutions. Rimon is, as I said, our first solution. This first quarter was $4 million of contracts that were signed and secured with a backlog of almost $5 million. Company is growing significantly in the last two, three years, two and a half years, almost 40% a year. It provides command and control vehicles for the Israeli forces, tactical lighting solutions, energy solutions, and different logistics infrastructure. Not just the IDF, also other secretive agencies of the Israeli government and elsewhere in Europe. As I said, it's part of the Iron Dome, which gave us a lot of credit and visibility. ITS is an engineering company providing heavy solutions for different manufacturing focused on the defense sector, and its subsidiary is Positech, which is provider of a motion control system for different solutions. We see here drones and anti-drones also used by radar and surveillance companies. Different solutions used for tracking, and similar solution either in the air, on airborne solutions, or on the sea. Tiltan is our AI company. It's a software company. As you can see, the portfolio is a mix of some very heavy industrial companies. Some of them are more solution in the high tech, like Tiltan, which is a software business. We believe the balance between them is not just giving us some stability. It gives the diversification, the source of revenues that allows ongoing growth, also different sources of revenue. Nimbus Drone, as I mentioned earlier, it's a provider of UAV systems to the Israel Defense Forces, also starting now focusing in European markets, also entering some counter UAVs, providing solutions. We see a growing demand there. This is the last acquisition that we've seen, the youngest company of all. We see tremendous growth in that specific area. What companies are we looking? What the strategy looks like? We usually, when prime contractors are contracted by the government to build a new solution, it could be a submarine or a missile or an aircraft, they usually go out and subcontract that to 400, 500 different subcontractors. Those are family-owned businesses doing $10 million- $100 million or $150 million in revenue. Most of them are struggling with finances. We would focus on that area where we think financing and more tighter management skills would allow them to grow significantly, while they don't need to spend a lot of money on marketing because they are already part of a bigger system. They're already part of a solution that the prime contractors is selling and manufacturing. We know there is ongoing orders, and that would keep coming in. We usually buy them for private market multiples, 4x, 5x, 6x EBITDA, when the market for those EBITDA is significantly higher. We see different companies. Again, it depends if we are part of the software industry, specifically in defense or the manufacturing, but the range is a significant much higher than the one that we buy them for. The main way for us to create value for our shareholder is to buy private companies, growing them as part of a public company portfolio, and getting those much bigger EBITDA. Mentioned earlier, we have identified almost 400 companies. We try to be very tactical and disciplined the way we analyze them. We would usually try to look at the revenue, profitability, structure of ownership, how well the distribution of vendors and customers, what type of specific sub-sector they are in the defense area, and we try to find something that we see there is an opportunity there. A lot of other companies are just buying much higher multiples and prices that we think is good. We try to be relatively conservative in that sense, we still try to buy what we think is an opportunity. This is, in a nutshell, about us, what we do, where we are heading, and what we expect to do this specific year and the year following from that. Thank you for the opportunity, sharing that with you, and I'll be happy to answer any questions that you may have. Thanks, Menny. Great insightful presentation. Let's turn to some questions. First one, maybe you could provide a little more color what the management team brings to the table to execute this vision, not only in this space, but using this kind of roll-up strategy. It's a great question. We are a combination. In essence, one side of us are deal makers. We're trying to find the right companies. We try to assess them, analyze them to understand what the value is and the growth potential there is behind it. In a way, we are a type of M&A bankers or something similar to that. Second aspect are operations. We need to go out and be part of those companies' management, ongoing management, help them achieve their relatively serious goal that we put in front of them, and we help them on a daily basis, being very operational, making those things happen. The third part is we have some, what we call the network of ambassadors, people with this defense background, military background, part of governments in Israel, in U.S., or elsewhere. Those people help us both identify the needs, what is need out there, and basically, we try to help them also open new audiences and markets. It's a combination of the financial aspects of identifying targets, analyzing them, then operating them successfully, but also helping them grow the business even further. We have a combination of eight senior people in our company doing all those three functions. As obviously, we are a public company on top of that. We have our legal team and financial team, like any other company. I think specifically, those three main functions that I mentioned earlier are the key, the secret sauce of what we do in order for that to happen successfully. Okay. Operating in both the U.S. and Israel, are there any impediments to bidding on contracts or for work, or becoming a subcontractor to a prime contractor in either of those markets? Yeah, it's challenging. Newcomers to those markets face significant challenges becoming a subcontractor of record of those primes or directly working with the government. That's one of the reasons, one of the criteria for us is to buy companies already qualified, already registered to be working with either the primes or the governments. We try to inherit their contracts, we try to inherit their registrations, their approvals. Those are relatively highly regulated markets, specifically, the defense in every country worldwide, but in those countries as well. We would like to only buy something that we know that can operate successfully, but also to expand more than that. It's one of the criteria for us is to identify companies already registered, well connected, marketing and sales wide, but also regulated in the proper way for us to grow. In the defense era, there are good guys and bad guys, like I think every other Hollywood movie. You cannot buy companies from China or from Russia or from elsewhere and try to sell to the U.S. You have to choose your side, and once you do, you have to play within the boundaries of that side. We identified from the very beginning, U.S. is our home base. This is where we want to start. Most of our target companies are U.S. companies. Because of our personal background and relationship, we operate in Israel, and we have some key senior people on the ground in Israel as well, but we identify those two countries as our main playground. Okay. On these acquisitions, the ones that you've made, the ones that you're hoping to make, are there any synergies between them, or is it more just cutting out duplicate overhead corporate costs at this point? There are similarities and synergies in that sense. Every new customer or every new, I'm sorry, every new acquisition that we identify, we go and see all the list of customers, and we cross-sell them with other solution that we already have, and that helps achieve significant growth. If company can grow by itself 15% or 20% a year, I think achieving 40% growth a year is only done through that. Identifying a potential synergy through sales, that's our first go-to thing that we try to achieve. The second one is operationally. We find a lot of synergies cutting down costs, and mainly for the manufacturing company. Not a lot of synergy between Tiltan and ITS. This is a software company. The other one is engineering and manufacturing company. Operationally, there are not a lot of synergies to cost saving there, but we did find significant synergies when it come to selling because we have the same prime contractor that we sell to and we can sell them different solutions and different systems. That definitely helps. Okay. Some questions about the SPAC. If the SPAC is expected to provide non-dilutive funding for acquisitions, why does the company still need additional potentially dilutive approvals at the June 18th meeting? I don't know, maybe give us just a little bit more color on that and some color more on the SPAC and how you see that working. When we started the journey, we got a lot of very interesting target companies, and some of them were just out of our size, very big opportunities that we could not achieve through T3, which had relatively small or medium-sized businesses operating within it. What we thought is having a separate SPAC as a separate pocket of funding, that would be able to do those specific acquisitions could be a very interesting and significant way to achieve that. The second aspect is that it's a non-dilutive to our shareholders, meaning SPAC by itself is its own public company, that it raises its own money, it does its own deal, and us as a sponsor, we get a promote of 25% if we manage to do a successful deal there. Getting 25% of another pubco that we initiated, we checked, we analyzed, is a very straight way of getting a financial asset on our balance sheet that for us, monetizing over a period of time and getting additional cash, would allow us to save the need to go back to our own shareholders and dilute them to do so. That was the strategic reasoning behind that, and we find it very appealing. It makes our balance sheet much stronger, significant amount of cash once that SPAC de-SPACs, that transform into marketable securities that we can transform into cash. It's an ecosystem that creates some significant power and liquidity within our company to allow us to grow, either to fund our own existing portfolio companies or to acquire new ones. Okay. If you sit here today, Menny, you're looking at projected $26 million of revenue for this year. If you look out for five years, where do you see this company? How do you see it? What's your ultimate vision there? I think what we aim to do is for it allow each of those companies to grow significantly, and I think growing 30%-40%, which is our current goal for them, is a significant number for them to grow. As I mentioned earlier, defense assets are, although they are delayed, once they get into the Wall Street, it's there and it's there for a long period of time. We think that achieving good assets today and helping them grow and stabilizing them and growing them would allow us to be a billion-dollar company four or five years from today. Mainly through the right selection of portfolio companies, the right operating them, the way we operate them that should be very tight and smart and growing them, and allowing them to achieve significant market share in their own specific market. The goal is to keep growing the business 30%- 40% revenue-wise a year, and hopefully to become a billion-dollar company, probably with couple of additional significant acquisition that we'll do down the road. That is the goal that we're aiming for the company. Okay. Capital structure. What kind of capital structure do you have in terms of equity versus debt? How expensive is the debt? Are you looking to refinance any of that debt? If it's coming at high rates, maybe you could just provide a little more color there. Currently we are relatively low on debt, almost no debt. There is some debt within the operating company, and this is mainly ongoing debt, nothing significant that we've done. We may take some debt on the pubco level in order to help grow the business. We have an ELOC that we are very careful about using it, but we signed an ELOC that basically an equity line that allows us to go and get more money from the market the way we think we are. Obviously, the share is relatively low in the past few weeks, so we try not to do it and save it and maybe that's the reason why debt is an alternative. In the past, we've done a couple of PIPE agreement, PIPE investment that we've done, and I think the investor that was doing it was happy with that. We think going forward, we'll try to minimize the use of equity, at least until the share price goes back to where we think it should be. Debt is definitely an idea or one of the ways to achieve that. As of today, we're almost not using debt on the pubco level and very low level on the subsidiaries. Great. Well, Menny, we've come to the end of our allotted time. We covered a lot of ground today and got significant insight into what T3 does, its markets and opportunities. We appreciate you taking the time to participate in our conference, and we wish you and the company the best in the future. Thanks again. Thank you so much. Thank you, everybody, and thank you for the opportunity
Loading workspace