Kontrol Technologies completes acquisition of Global HVAC & Automation Inc.
5 August 2021
Kontrol Technologies Corp., a leader in smart building technologies announces the completion of the acquisition (see prior release dated June 30th, 2021) of Global HVAC & Automation Inc. ("Global") and a record revenue order book of $155 million.
"We are excited to complete such a significant acquisition, which adds substantial new revenues and the largest consolidated revenue order book in our operating history," said Paul Ghezzi, CEO of Kontrol. "This acquisition brings with it an impressive roster of new customers and technical capabilities, which we believe should create many potential lucrative cross-selling opportunities. As such, the acquisition of Global has the potential to drive significant growth and scale for Kontrol over the long term. With a consolidated revenue order book of $155 million, we are well poised for our next stage of growth."
Kontrol anticipates full year revenue for 2021 will be in the $38 million range up from $13million in 2020 and anticipated 2021 Adjusted EBITDA* of $3.7 Million.
For 2022 Kontrol anticipates revenues in the range of $65 to $70 million and Adjusted EBITDA* in the range of $4.5 to $4.8 million.
The Importance of HVAC Systems and Automation for Smart Buildings
Global provides integrated installations of complex heating, cooling, ventilation and building automation systems to its customers.
Heating, ventilation, and air conditioning (HVAC) systems can account for up to 70% of overall energy consumption in commercial buildings. Efficient and smart HVAC systems can drive important intelligence and improvements to make buildings more sustainable, profitable and healthier.
Kontrol already provides its customers with a growing suite of Internet of Things (IoT) and cloud-based technology to optimize heating, cooling, and ventilation, as well as overall energy management and emission reduction. Kontrol specializes in the provision of real-time monitoring, asset optimization, data analytics, and enhanced facility management. This is driven by Kontrol's smart-learning software platform, which provides the Company with a crucial competitive edge.
Global's service offering complements Kontrol's existing product portfolio neatly. The combination of the two is expected to create significant growth opportunities over the coming years.
Global has traditionally focused on larger projects, with one-time project revenues. A small percentage of its overall business is in recurring service and asset maintenance. Global will operate as a subsidiary of Kontrol with its current management team in place. Kontrol will seek to grow Global's recurring revenues through vertical integration with its current software and ongoing service agreements.
Kontrol's SmartSite platform integrates into building automation systems and provides a data analysis, reporting and smart learning algorithms to drive improvements in overall energy management and sustainability. Kontrol will integrate its facility management with the Global project platform to drive software revenues.
Kontrol operates a facility management platform with ongoing and recurring revenues to manage energy assets and optimize them for performance. Kontrol will integrate its facility management with the Global project platform to drive service revenues.
Building Automation Installations
Currently Global outsources building automation improvements to third party contractors. Kontrol will internalize building automation installations.
Kontrol will work diligently to reduce costs by reducing duplication of staff and focusing on in house project capabilities to drive full vertical integration across its customer base.
BioCloud can be integrated into each HVAC installation delivered by Global to provide real-time monitoring for virus and pathogens.
Pursuant to the agreement, Kontrol has acquired all the outstanding shares of Global HVAC & Automation Inc. for the purchase price of $7.25 Million and any additional contingent performance-based consideration. The purchase price is subject to adjustments for working capital balances at closing date. The purchase price is settled by the following consideration: (i) $3.5 million in cash on the closing, subject to customary post closing adjustments and reconciliations; (ii) $3.5 million Vendor Take Back at 3% annual interest rate with bullet repayment at the end of 3 years from the closing date (iii) a vendor performance payment equal to 45% of adjusted 3 years cumulative earnings after-tax in excess of $4.5 million.
Shareholder Update Call
Paul Ghezzi, CEO of Kontrol Technologies Corp., will discuss the acquisition of Global, in addition to Kontrol's other growth initiatives. The webinar can be accessed via the webcast link or dial-in numbers below.
Date: Thursday, August 5, 2021
Time: 12:00 p.m. Eastern time (9:00 a.m. Pacific time)
International Dial-in: 1-201-493-6784
Conference Code: 13722056
A telephone replay and transcript will be available approximately four hours after the call and will run through Sunday, September 5, 2021, by dialing 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and entering replay pin number: 13722056. The replay can also be viewed through the webinar webcast link above.
*Adjusted EBITDA is a non-International Financial Reporting Standards ("IRFS") financial measure. The Company defines Adjusted EBITDA as net income or loss before interest, income taxes, amortization and depreciation, share based compensation, listing expenses, and acquisition related expenses.
About Kontrol Technologies Corp.
Kontrol Technologies Corp., a Canadian public company, is a leader in smart buildings and cities through IoT, Cloud and SaaS technology. Kontrol provides a combination of software, hardware, and service solutions to its customers to improve energy management, air quality and continuous emission monitoring.
Additional information about Kontrol Technologies Corp. can be found on its website at www.kontrolcorp.com and by reviewing its profile on SEDAR at www.sedar.com
Neither IIROC nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.
This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions, and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy.
Where Kontrol expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that sufficient capital will be available to the Company and that technology will be as effective as anticipated.
However, forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by such forward-looking statements. Such risks include, but are not limited to, that sufficient capital and financing cannot be obtained on reasonable terms, or at all; that those technologies will not prove as effective as expected; those customers and potential customers will not be as accepting of the Company's product and service offering as expected; and government and regulatory factors impacting the energy conservation industry. Kontrol BioCloud is an air quality technology and not a medical device. The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain the COVID-19 (or SARS-2 Coronavirus).
Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date. Kontrol does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required under applicable securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information.