Good day, ladies and gentlemen, and welcome to a special DLH conference call to discuss its acquisition of GRSi. At this time, all participants are in a listen-only mode. Following management's prepared remarks, we'll hold a Q&A session. To ask a question, please press star followed by one on your touch tone phone. If anyone has difficulty hearing the conference, please press star zero for operator assistance. As a reminder, this conference is being recorded today, December 13th, 2022. I would now like to turn the conference over to Chris Witty, the Investor Relations Advisor. Thank you and good morning, everyone. On the call with me today is Zach Parker, President and Chief Executive Officer, and Kathryn JohnBull, Chief Financial Officer. A PowerPoint presentation is available on our website under the investor page. I would now like to provide a brief safe harbor statement, which is also shown on slide two of the presentation. This call may include forward-looking statements that relate to the company's outlook for fiscal 2023 and beyond. These forward-looking statements are subject to various risks and uncertainties that could cause actual results and events to differ materially from these statements. Please refer to the risk factors contained in the company's annual report on Form 10-K and in our other filings to the Securities and Exchange Commission. We do not undertake any duty to update any forward-looking statements. On today's call, we'll be referencing both GAAP and non-GAAP measures, including projected pro forma financials. A reconciliation of non-GAAP to GAAP information is included in our earnings release and in this, the release related to this event and the investor presentation on DLH's website. President CEO Zach Parker will speak next, followed by CFO Kathryn JohnBull, after which we'll open it up for questions. With that, I'd now like to turn the call over to Zach. Please go ahead, Zach. Thank you, Chris, and good morning, everyone. We are truly excited to discuss our recent acquisition of GRSi. Beginning with slide three, I will first provide a high-level overview of the transaction, which we believe creates significant shareholder value for DLH. We acquired privately held Maryland-based Grove Resource Solutions, generally known as GRSi, bolstering our digital transformation capabilities and expanding our mission-oriented customer portfolio consistent with our long-standing vision. We are seeing a close cultural fit with our new DLH family members and are truly excited about the future. This transaction, with a purchase price of $185 million, expands our ability to address a broad range of our clients' needs with innovative solutions ranging from tackling our public health and life sciences clients, as well as our Department of Defense focus. Together, this combination of one plus one will surely equal or exceed three. As Kathryn will review in further detail, we funded the transaction through a $260 million credit facility along with $7 million in DLH stock. Our total debt leverage is now approximately 3.7x our fiscal 2023 forecasted EBITDA. Although we expect to use our prodigious cash flow to rapidly pay down debt in the quarters to come, just as we have in our recent past. The purchase price represents a multiple of approximately 10x 2023 pro forma EBITDA, or about 8.5x after including tax benefits from the acquisition. With GRSi as part of DLH, our combined contract backlog is now approximately $1 billion, granting us significant forward financial visibility. Overall, it is a great fit for us with an organization which we are quite pleased to have as part of our portfolio for the future. Turning to slide four, I would like to provide some of the larger strategic rationale for the acquisition. Not only does GRSi offer significant expansion opportunities, it does so by broadening our capabilities, thus providing access to mission-critical programs expected to accelerate growth both near term and long term. I think most of our investors are quite aware that we have been moving into the digital transformation space, and this is an area where GRSi has uniquely unique proven experience as well as a strong track record. Combining GRSi's technical capabilities with DLH's research expertise creates a highly differentiated solution offering which can be leveraged for business development initiatives. GRSi also enhances our cybersecurity offerings, further diversifying our operations, opening new markets, it brings an attractive book of business. As I mentioned a moment ago, the combined enterprise has a total backlog of approximately $1 billion and annualized adjusted EBITDA of approximately $50 million. Slide five includes a pictorial of DLH going forward. On the research side, you can see that our capabilities now support everything from clinical trials to data analytics, while our systems engineering and integration portfolio includes health IT, full lifecycle management, and unique technology-based enterprise solutions. Our clients remain a cadre of well-funded, broadly supported federal agencies which require such capabilities and experience, as well as a foundation in cybersecurity, cloud computing, digital modernization, and secure data analytics platforms, much like our FedRAMP certified Infinibyte. We offer seamless, turnkey, end-to-end solutions for customers seeking technology enhancements now across healthcare and mission-centric focus areas. Turning to slide six. The transaction is one which is strategically aligned with our long-term vision and targeted areas of expansion. GRSi brings numerous opportunities for us to further penetrate the public health markets as well as the defense area in functional areas that are expected to be continued budgetary priorities on the hill for years to come. This will ensure our success into the future, including the levels of cash flow generation that our investors have come to expect from DLH. While already benefiting from a record $1 billion backlog as well as our recent IDIQ wins, bidding activity remains high, leading us to be confident about top-line organic growth along with solidifying underlying performance excellence. Slide seven provides greater detail regarding the strong capabilities that GRSi brings to the table. As a recognized leader in analytics, the firm is experienced in integrating large sets of disparate data so that customers can access accurate information automatically, displaying it in unique ways that leverage artificial intelligence and machine learning. It is these skills and GRSi's expertise in systems engineering that serves as a foundation for IT modernization and digital transformation. They are able to enable cloud computing with enhanced cybersecurity, making the company invaluable to clients looking for reliable big data solutions. GRSi's capabilities are inherently scalable and suitable for an entire enterprise's infrastructure. Their technology offerings complement our existing ones while strengthening and broadening them. Slide eight summarizes how DLH has been preparing for this transformational transaction over the last few years. First, we have built an experienced executive leadership team which is prepared to manage this expanded company and lead its accelerated growth trajectory. This leadership team will now include key executives of GRSi, which have operated their business unit successfully over many years, including a decade worth of consistent organic growth. Secondly, DLH has developed a shared services support infrastructure that is prepared to operate at a $400 million-$600 million revenue level, having expressed our intention to grow to that mid-tier level through organic and acquisitive growth. Third, and finally, just over 12 months ago, we announced to you the addition of a chief human resources officer, signaling this, our commitment to our number one asset, our human capital. This team consists of human capital operations, organizational design, talent acquisition development, and change management expertise. When it comes to supporting the successful infusion of GRSi, we are ready. In fact, we have already commenced our integration activities with teammates from throughout the company, including our members from GRSi. With that, I will now turn the call over to Kathryn to review the related financials in greater detail. Kathryn? Thanks, Zach. Starting with slide nine, let me run through some high-level aspects of the acquisition. As mentioned earlier, we currently have a record backlog of approximately $1 billion due to the fact that GRSi brings roughly $550 million to the table. As Zach mentioned, the diverse array of contracts that GRSi brings provides excellent revenue visibility, as well as opening doors to new business development opportunities. As always, we anticipate strong cash flow generation going forward with minimal CapEx requirements and significant potential for top-line growth going forward through expansion of current contracts, growth in current markets, as well as cross-selling into each other's respective markets. Before getting into the nitty-gritty of the transaction, I'd point our investors to slide 10, which provides some parameters to our analysis, including non-GAAP and pro forma considerations. Please review this and other supporting material, which can be found at the end of this presentation and in our filings with the SEC, as Chris previously mentioned. We expect GRSi to contribute approximately $140 million in revenue during fiscal 2023 on a pro forma basis. Slide 11 provides a summary of the business diversification achieved through this transaction. The combination of DLH and GRSi transforms our portfolio and delivers key strategic capabilities, as Zach mentioned, elevating our position as a top provider of health IT and systems engineering services. You can see, we have substantially balanced our dependence on VA as compared to five years ago, and we have significantly expanded our footprint across various HHS and DOD agencies. Turning to slide 12, our projected pro forma revenue for fiscal 2023 is approximately $420 million. Please note that this is not guidance per se. We do not provide guidance in the way that term is used on the street. Rather, these are pro forma expectations illustrating the addition of GRSi to our base business as if the transaction were present for all of fiscal 2023. It shows that operating margins expand through this transaction before consideration of non-cash depreciation and amortization. While bottom line results are impacted by financing costs, the acquisition is expected to be accretive by fiscal 2024. This reflects the deployment of our robust free cash flow to reduce leverage throughout the coming year. While not yet giving a projection for fiscal 2023 year-end debt levels, slide 13 shows our strong record of historical performance in de-levering the company following acquisitions. Investors should expect the same discipline and focus in terms of paying down debt as expeditiously as possible going forward. In support of this statement, turning to slide 14, we depict mandatory payments, debt service, taxes, and CapEx for fiscal 2023 through fiscal 2026 in the left bars versus EBITDA for the respective periods in the right bars. EBITDA for the succeeding years was based on a 5% growth assumption, which is well within our historical performance trend. This chart demonstrates that there is substantial headroom between EBITDA and mandatory payments to support prepayment of debt consistent with our past practices. We're very proud of our track record in this regard. Slide 15 provides information on our new expanded credit facilities. The acquisition was primarily funded with senior debt provided by an amendment to our syndicated financing arrangement led by First National Bank of Pennsylvania. Our bank group was very supportive and instrumental in the completion of this large transformational transaction. We appreciate their conviction in the company and its future. Slide 16 has additional details with regard to the new facilities. With this transaction in place, DLH expects to have a leverage ratio of approximately 3.7x pro forma FY 2023 adjusted EBITDA. With that, we'll open the call for questions. Operator, please go ahead. Thank you. We will now begin the question and answer session. To ask a question, you may press star, then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. The first question today comes from Joe Gomes with Noble Capital. Please go ahead. Good morning. Congrats on the acquisition. Hey, Joe. Hey there, Joe. Thanks for joining. Thank you. I wanted to start with, you know, maybe a little background on the acquisition itself. You know, why was the Grove management team looking to sell today? How many of the management team is gonna stay under the combined entity? Yes, no, appreciate the question, Joe. Yeah, one of the things that really hit us strongly during our discussions, during the acquisition process was how important it was for this company to enter an environment where they had greater access to capital. Things had become somewhat stagnant in that regard. They really felt like in a lot of discussions with David, he really believed that over the last year or two, they were very well positioned to leverage a parent such as ourselves to continue to create growth opportunities for their leadership, their managers, and their workforce. We really felt like it was a great union. I think David also expressed a bias for a company that was publicly traded, and our size. We're relatively unique, as you might imagine, being publicly traded, full gov con in less than $1 billion. They felt like that was an advantage for us as we go forward. We are intending to retain all of their senior management team. You know, obviously, you know, folks will make choices on their side as time goes on, but we are particularly attracted by the team that has been leading this business. We think there's a lot of good traction there. You know, we are really looking to bring them into the executive leadership team for DLH. Okay. Thank you. Thank you for that additional detail. I wanted to switch to, you know, the, the contracts and the client base. You know, substantial crossover on contracts and clients? Are you just not really competing, so it's all complementary? Maybe you could just touch briefly on, you know, contract base, you know, what percent of that, do we need to be worried about on the recompete basis? Sure. I'll cover the first part, and I'll hand it over to Kathryn for the latter part. Yeah, we're really excited about a number of the client sets and really, truly how compatible we are. You know, to your point, Joe, we looked at, you know, if you look at their health business, a substantial amount of their digital transformation capability is with the National Institutes of Health. As you know, they have been a signature growth area for us within our public health life sciences business, led by Janine Christian. The great compatibility between, you know, our entities is really best reflected by, you know, the fact that these, the biomedical science community is really being challenged with technology to allow the scientists, the researchers, the epidemiologists, those folks that we have been building organically, to really have a technology platform that allows them to do very, very innovative things for the future. The National Institutes of Health has been looking to expand in that arena. Their number one go-to company in that arena has been GRSi, and it truly has been, is very consistent and complementary with the work that we have been building and looking to expand. Now as we look for partners to help us with the bandwidth of the digital transformation size, along with our research, scientific and medical and healthcare research partners, that partner is now a member of the DLH family. We have not competed with one another in that regard, which will be even further indication of our compatibility. You know, the flip side of that is, while they've done a great deal of security work, they bring differentiating cybersecurity capabilities with that client as well. They have not developed a private and/or a FedRAMP certified secure platform. Their leadership and is very interested in getting a look under the hood for our Infinibyte solution and seeing where we can collectively take that to market as well. I'll pivot over to Kathryn for the latter part of that. Thanks, Zach, and thanks for joining, Joe. As Zach indicated, the businesses are beautifully complementary and really allow us, we think, to offer a pretty unique offering that has full range of capabilities, both in the mission support as well as the technology delivery that our customers need. Coming to the recompete question you had, this GRSi is a bit different from our past acquisitions that tended to have one or two very large anchor contracts that represented the bulk of the business. GRSi's contract base, in contrast, is much more diversified, pretty, you know, pretty consistent with what you would expect on a technology offering that is more project-oriented. They do have a larger number of contracts that are, of course, gonna be subject to recompete over time. There are no big pending recompetes that have a near-term immediacy in terms of when we need to address them, but there will be a cycle of recompetes. One thing that's similar in GRSi to all of our acquisitions previously is their contract base derives heavily from relationships that they've had for over a decade, and so they are deeply entrenched with their clients and understood and trusted by their clients as a key partner in addressing the customer's technology needs. That's, that's what I can tell you about their contract base, in addition to it being roughly 60/40 T&M and CPF. Okay, great. One, one last one, if I may. They talk about on their website, that at least for the first quarter of 2022, they were on track for their eighth straight year of record results. Was wondering, you know, now further obviously into the year, were they still on track for another year of record results? What kind of growth rates have they been experiencing on the top line? Has the EBITDA margin been growing or has that been, you know, somewhat flat? Yeah, they have, I'm happy to say that this that they're on par with closing this year as a record year as well. Just before we closed, they had a meeting with all of their leadership team to celebrate the next consecutive year of organic growth. Over the decade, it's like us, it's varied year to year, depending upon the type of contracts, the type of mix of work that they've had. It has been, you know, in our industry, you know, to have withstood all of the headwinds that have been thrown across our industry over the last 10 years, we found that to be a really, really good stand with focusing on or delivering on existing contracts as well as winning new business as well. They have, like Kathryn said, a large portion of their business has been in the overwhelming majority of the business has been time and material and cost plus contract types, and they've been executing within those ranges really quite well from an industry perspective. Not a lot of fixed price book of business there, but they've been doing very, very well given the nature of the work, and the acquisitions of their clients. They have a just to augment that a little bit. They have, as Zach suggested earlier, and you saw in your own observation from their website, they have a well-established, highly successful track record of growth year on year. Whereas we present historically DLH in the mid-single digits, they would tend to be in the low double digits in terms of their annual growth rate, absent a just like DLH in this regard, absent a very disruptive single new incremental award. Other than, you know, besides the disruptive effect of a special new award, their general annual year-over-year growth rate would tend to be in the low, low double digits. Okay, great. Thanks for taking the questions. Again, congrats on another transformative acquisition. Look forward to seeing where we grow from here. Thank you, Joe. Thank you, Joe. The next question comes from Brian Kinstlinger with Alliance Global Partners. Please go ahead. Hey, great. Thanks so much and congrats on the acquisitions. Thanks, Brian. Thank you, Brian. First, you talked about the diversification that GRSi has. I'm just curious, is there a contract or two that is more than 10% of revenue? If so, if you can add some details. Then I think, Kathryn, you mentioned more project-based work. Does that suggest shorter average duration? I wouldn't think so looking at the backlog. I just wanna make sure. Yeah, I guess starting with the diversification, as you look at the pro forma organization, we're not seeing that we have that they will have a material in terms of materiality, assuming that was your question on the 10% individual contract, because they have really done a pretty good job, as Kathryn was describing earlier, and you'll see a little bit also in our, in our deck, that, you know, they've had, you know, good contract diversification, even within a certain agency, where they'll have multiple contracts, whether it's in Department of Defense, with the Navy or the NIWC community, which we're very attracted to, or in NIH and other agencies. No material individual contract as we look at the company pro forma, going forward from GRSi. Kathryn. Yes. To put a finer point on that, there is no contract within GRSi that would represent 10% of consolidated revenues or even 10% of their revenues that they bring to the company. As Zach suggests, there's a variety of projects that they have with those customer sets. One of the key points that we would really want you to understand in terms of the value they bring to DLH, as Zach mentioned, NIH has long been a key customer of DLH's, but the presence and the range of coverage that GRSi has with NIH is really very attractive to us. They have connect points and significant contract presence with 14 of the centers at NIH. That significantly broadens the funnel for us in terms of past performance connection to the centers at NIH. On the backlog, just when I hear the word project, I think short-term, but when I look at their backlog compared to revenue, it suggests much longer term. Should I not read into project meaning short term? Just help us with the average duration. Yes. Apologies for that confusion. When I say project, I would say as contrasted to mission support work that's the traditional DLH base, where we're operating a basically we're functioning as the operating contractor for a core program on a, like, on a BPO basis. Their, theirs is much more technology delivery-focused, and the typical duration of those contracts will range between three and five years. Some of them are shorter than our traditional five-year model, but the bulk of their contract revenue derives from three- to five-year arrangements. I'm not sure I heard, is the majority of GRSi's role as a prime, or are they a subcontractor? If you can provide any mix, and if you did, I'm sorry if I missed it. It's almost solely prime contract revenue. Great. You mentioned, the EBITDA margin is expected to be similar in 2023 compared to 2022. While the first question was about are you gonna retain everybody, I guess my question more is around, are there synergies that you see, or is that not really gonna be, a focus of this transaction? Yeah, we actually have modeled this deal with zero synergies required. As you heard from Kathryn, we're looking at by the end of the first year being accretive without the book. However, we are always looking for continuous process improvement. We also always expect that, you know, folks will hit certain degrees of seniority. There's a natural attrition rate, and we'll see some of those things happen. We really have no takeouts planned or forecast from the target to in order to get this deal going forward. Great. One last question, and that's it for me. You mentioned that a lack of capital was one of the at least reasons that GRSi was looking to sell. I'm sure there's many other reasons, of course, and you mentioned them. That lack of capital, did that lead to lower bid proposal? Did that lead to them not be able to make M&A? What was the constraints that they had with the lack of capital that now with you that, you know, they can do something better, and what would that be? I think maybe a better way to think about it is really, it is, as you know well, Brian, it's a consolidating industry, and really, a mid-tier provider really needs that breadth of. Scale. Operating base and scale in order to be competitive. You know, much as we are looking to continue to grow our base for leveraging the cost of operating the businesses, similarly they were as well. You know, they had been, over the recent years, looking seriously at, trying to do an acquisition themselves and. Indeed. From a leadership perspective, they felt that was not in their best interest and the best interest of the business would be to flip that strategy and execute on it. Okay. Thank you, guys. Thanks for joining, Brian. The next question comes from Debra Fiakas with Crystal Equity Research. Please go ahead. Thank you, operator, and thank you for taking my questions. I wanted to return to the pro forma that you provided us with the $140 million contribution in revenue from GRSi. I was wondering if you could maybe give us a little idea of what the foundation is for that figure. Does it come from their backlog? Were you looking at, you know, the current contracts that they're working off or maybe this is a historic run rate? Thanks, Debra, and thanks for joining us. Yes, that is derived from their current backlog, projected forward for wins that occurred throughout fiscal 2022. It is consistent with their, the low double digits growth rate that we described earlier in the call. Okay. Thank you. I, very much appreciated your slide five in your presentation, which explained quite a bit in why you might be interested in this company. It's quite a laundry list of things that their systems and engineering and systems engineering and integration folks are involved with. This kind of laundry list of opportunities, Are those things that you've seen in the past as you were bidding for your own contracts, say, for example, with NIH? Or would this simply be the kinds of things that they're already doing with those agencies that you have in common? Yes, Debra, thank you for that question. You're my straight person here. It's, I'm most excited about this. First of all, this slide does represent the combination of all of the all aspects of the DLH organization, including that which comes from GRSi. As you may recall, we began to really have, you know, strong capabilities associated with, you know, Technology Readiness Levels, as well as systems engineering, when we brought on the IBA team in 2019, 2020, right? We also, you know, started to build some of the AI, ML capabilities with that acquisition. built our secure data analytics and Infinibyte cloud solution for largely the NIH client, as well as a few others, with the capabilities that were derived from our acquisition of Social & Scientific Systems. This does represent a combination of those capabilities that we have as a company. Kathryn and I on the investor roadshow had really described as we finalized the integration of the IBA operation, that we now had all three legs of the stool that you're seeing here with some capability, not all with the scale that we wanted We're really gonna be focused both organically and acquisitively in these type of technologies to build the capability so that we can leverage that digital transformation as we continue to organically go after the two columns that you see surrounding that. This has been consistent with our strategy communicated over the last couple of years. The areas that we are most excited about that come from come from GRSi is the basic core of the fundamental digital transformation down at the bottom. What they have in cybersecurity is very differentiating, both for the military and civilian clients. What they bring in terms of data science and analytics really complements what we have been building in our public health and life sciences arena, as well as the work we've done in the human solutions and servicing arena. We're really, you know, thrilled about how well it fits with this model that you see here. It certainly is consistent with the type of capabilities that we're looking to grow organically. Thank you. That's helpful. Furthermore, I would say, Debra, as you and I talked, as you were getting familiar with our story, our first phase acquisition program was built really very market-focused on really establishing at least a foothold in those key markets that we identified. I think our investors understand well now that we, while not declaring complete victory on that, because we continue to want to grow those markets, and as we mentioned earlier, for example, having established a presence in public health with our SSS acquisition, we nonetheless augmented significantly the number of agencies in NIH we're addressing by the addition of GRSi, which added to our presence there in NIH very substantially. Nonetheless, our focus has pivoted from a market focus to a capabilities focus to really continue to round out our service offerings in a way that allows us to be fully be able to fully address those markets that we worked so hard to establish. One of the key gaps we identified when we pivoted to a capabilities focus was really depth in technology capability. We were looking, we've spent the last two years in the interval since our last acquisition, looking for what I describe as the one. Certainly that's how we think of GRSi in terms of really offering a broad range of technology capabilities in very relevant markets that align well with where DLH already is. From that perspective, it just fits so nicely that once we saw that book, I think the very first day I saw that book, I was like, "Okay, yeah, this is the one we've been looking for." We're just delighted to really be able to add them to the team. Thank you. I guess my next and last question is really an integration question, if you will. It does speak to this opportunity that you've outlined. How the current management team of GRSi is going to stay on board, which I'm sure is going to be very helpful. How are you going to integrate, or how do you meld the, you know, the prospecting, bidding, contracting practices of your company with what they're doing? Is the GRSi management group going to take some of DLH's activities under its umbrella as well? Yeah, no, that's a great question, and one that each year we take a look at what's the most cost-effective way of going forward with our organic growth team. The good news, as you heard, Kathryn describe is, you know, both of our organizations have been operating with organic growth and a good, you know, have had a good history of building a strong new business pipeline and executing on it, right? You know, we believe that, you know, while both companies organically have done, really a great job that way, that this now elevates our ability to have the scale to go after even much larger deals. We're gonna look at what's the right way to leverage that. We have been really focused over the recent years on approaching every opportunity from a one DLH perspective, so that we'll bring together the integrated capabilities of the enterprise as we go to market. We hold a standing session where all of our business development capture resources and each of the managers, and in this case, both Diane and Kelly, who are leading the businesses within GRSi, will have great visibility to what opportunities and programs we're looking at. As we submit those bids, we're gonna submit them with the totality of the DLH opportunities. In each case, regardless to which business unit, operating unit, or which individual management team is gonna pursue that, they will have the complete, you know, capabilities and resources of DLH to pursue those. We do expect there to be that type of synergistic relationship across the businesses, and they'll continue to pursue opportunities from a complete DLH perspective. Thank you. I'll get back in queue. Mm-hmm. The next question comes from Jeff B ronchick with Cove Street Capital. Please go ahead. Good morning, team DLH. Good morning. Good early morning to you, Jeff. Just maybe a little bit, and if someone from GRS is on the call, how, you know, looking at their last eight years, have they also been an acquisition-oriented company, or have they been organic? Are they one GRS, or are they also a, you know, series of, you know, hubs based by, you know, capability and, you know, I guess government area? Maybe a little bit more discussion on them. Sure. To come to your initial question, they have accomplished their growth organically. They have not pursued an acquisition. As Zach mentioned, when they got to this point to decide to sell the company, one of the options they evaluated was whether they should instead pursue an acquisition, and they concluded that their best interest was in being acquired for further growth and scale. They have, as you can see, based on their growth rate, they've done an excellent job of staying abreast and really understanding where the market's moving and evolving their capabilities from more traditional modes of a digital transformation to now the current, of course, the current leading trends of cloud and cyber and AI, ML, and the things that customers are looking for now. That's why digital transformation and IT implementations are kind of, they have a specific start and stop date, but you're never really kind of done transforming the digital operations of these agencies because technology keeps moving. You know, they've done an excellent job. They have a very substantial number of best practices in terms of really keeping their teams current and connected to market trends. Many of those already, as we talked to them through the diligence process, we will be adopting for the company as a whole, and they'll, of course, be in the leadership position in driving that emphasis on technology. Got it. Was this a development of a longer-term relationship, or was this more of a standard, you know, bidding process and competitive situation? Yeah. They were a part of Baird's acquisition team. They had aligned with Baird, who's one of the one of our partners also in the investment banking community. There were a number of other bidders in this pipeline. This was not what we considered an a sole source approach from our perspective. We did have to compete with a number of other potential buyers. You know, when you, again, when you look at their website, I mean, is there any specific contractual things, with, you know, Dave, the listed David, Diane, Kelly, as far as their continued involvement or. Yeah, yeah. We expect all three of them to be involved with us for the long haul. They've expressed the same. We think there's, you know, there are roles for them long term for the company. They're excited about it. They're as you probably well noticed, know, noticed that David is highly incentivized because there's, as Kathryn indicated, there's an equity stake in the offer. I know I spoke with David yesterday, and boy, we are very well in sync and excited about what all three of them will be able to contribute for the future acceleration of GRSi as part of DLH family. To just put a finer point on that, Jeff, To your question about contractual arrangements, each of them has executed an employment arrangement with DLH specifically that does represent their intent to remain with the organization. Well, they all look younger than someone I know. Well, you know, some of us use our high school pro-prom pictures, you know, sometimes. You know. My last question. Again, smaller companies in your space have and can been successful of doing acquisitions and, you know, aside from some basic shared services of, you know, essentially leaving them alone. Whether it's a contract or a capability or a relationship between a particular branch of the government and, you know, attempts at, you know, making this a one DLH, you know, have been had mixed issues. It looks like if I'm just reading what they do, what you do, you know, really looking out over the next multiple years is, you know, leave them be and let them continue to contribute on that. Possibly develop, you know, the ability to, hey, you know, let's cross bid on this or, you know, let's offer a solution versus this and this in the past. Is that the right way to look at it? Jeff, is that a suggestion you're giving here, my friend? Us West Coasters, I tell you what, we're innovators. I think you're pretty close to the mark there, Jeff. We, there are areas where they have been leading the market and, you know, if it ain't broke, don't fix it, kind of thing applies. We spent a lot of time over the last month plus around cultural fit. We do know that that was extremely important to them, as it is with us. That cultural fit really knocks down some of those obstacles as we've seen it from other companies, like you said, smaller. In their case, they've been $135 million-ish for quite some time, right? You know, have not been terribly small, which is quite frankly pretty comparable to our professional business and our book of business as well. That's where we see a lot of the compatibility, as Kathryn was describing earlier, not really competitive aspects. They immediately accelerate our technology enablement approaches. We're gonna continue to have, you know, some of their leaders in that arena. You know, they've got some real good young clerks and senior managers that we're looking to help lead enterprise-wide value propositions across the company. Yeah, they'll be very prominent in supporting our executive leadership team as we look across the company in organic growth and satisfying existing customers. Great. All right. Thank you very much. Thank you, Jeff. Next question comes from Walter Schenker with MAZ Partners. Please go ahead. Thank you. Good morning. You raised their incentive going forward. There isn't, unless I missed it, a full description of the sale, et cetera, beyond the 8-K. Only $7 million of the total price was paid in stock. Broadly speaking, how much of the cash payments went to senior management and the $7 million in equity went to multiple senior management people? One, you know, it hasn't been disclosed, but I just want some general sense of it. Then I have a second question. Yeah. As you probably know, we will have further disclosures to fully satisfy the disclosure obligations. Some of the information will continue to evolve. But, you know, in our minds, there's clearly a meaningful share for the leadership that's gonna stay on board to keep a genuine interest in the growth. We're really looking forward to like I said, evolving, you know, our overall structure to take advantage of that. Kathryn, anything to add with regard to incentives? Yeah. Echoing your comment that we believe we have a very competitive and responsive and properly constructed incentive structure at DLH that, we are of course including these senior managers as a part of. We expect that to be motivational in the same way that it is for the current, you know, the people that were with DLH prior to this deal. Just to give you a little context, a little further context, it goes beyond just the, you know, the one or two folks from the sellers perspective. It goes to a number of the folks that have been involved with GRSi building and running GRSi's business. Not all of them have been fully notified as yet. As you know, we just closed the end of last year, so we'll respectfully hold off a little bit to give you specific numbers. We will be disclosing the, you know, the sizes of the, that block sometime in the not too distant future. Second question. In looking at your business, there are basically two types of contracts. There's time and materials and fixed price, which have different risk parameters and somewhat different margins. Given that their margins, trying to understand, are a couple of 100 + basis points more than yours. Is their business broadly fixed contracts, so it has higher margins, as opposed to time and materials? Or is there just more technology involved and therefore they're able to generate higher margins? Yeah, it's really the latter, Walter. They have essentially no fixed price work, which if you're in, if you're in technology development, that's a great risk mitigator. They have a 60% of their work derives roughly from time and materials work and 40% from cost reimbursable with a fixed fee. As we laid out our strategic plan, you know, we talked about both organically and acquisitively, we wanted to continue to move up the food chain, as in the vernacular, which really meant mission critical, high technology leverage sort of programs. Because in the T&M environment, while highly competitive, if you manage those programs well, you can still do fairly well on that margin increase. That has continued to be a part of our strategy. I think you're starting to see when you look at our full book of business, that we're pretty much at market, across an enterprise of our size. They've been a positive contributor to that. Okay. Thank you. Thanks for joining. At this point, there are no further callers in the queue, so I'll turn the call back over to Mr. Parker for any closing remarks. Well, I wanna thank you all for your interest and participation with DLH for the long haul. Great, set of questions, and we look forward to providing some additional color at our annual shareholder meeting coming up early part of next year. With that, everyone, have a merry Christmas and happy new year, and stay tuned for additional communications on scheduling. Thanks, all. Have a blessed day. Bye for now. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.