Kontrol Technologies completes acquisition of Global HVAC & Automation Inc.
–Announces a record sales order book of: $155 million—
TORONTO, Aug 3, 2021 /PRNewswire/ – Control Technologies Corp. (NEO: KNR) (OTCQB: KNRLF) (FSE: 1K8) (“Check” or the “Company“), a leader in smart building technologies announces the completion of the acquisition (see previous release dd June 30the, 2021) of Global HVAC & Automation Inc. (“global“) and a record sales order book of $155 million.
“We are pleased to complete such a significant acquisition, which adds substantial new revenue and the largest consolidated revenue order book in our company history,” said Paul Ghezzi, CEO of Control. “This acquisition brings with it an impressive number of new customers and technical capabilities, which we believe should create many potentially lucrative cross-selling opportunities. As such, the acquisition of Global has the potential to deliver significant long-term growth and scale for Kontrol with a consolidated sales order book of $155 million, we are well prepared for our next growth phase.”
Kontrol expects annual sales for 2021 to be in the $38 million range from $13 million in 2020 and forecast 2021 Adjusted EBITDA* of $3.7 million.
For 2022, Kontrol expects sales in the range of $65 until $70 million and adjusted EBITDA* in the range of $4.5 until $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 the total energy consumption in commercial buildings. Efficient and smart HVAC systems can drive key intelligence and improvements to make buildings more sustainable, profitable and healthier.
Kontrol already offers its customers a growing suite of Internet of Things (IoT) and cloud-based technology to optimize heating, cooling and ventilation, as well as general energy management and emissions reduction. Kontrol specializes in providing real-time monitoring, asset optimization, data analytics and enhanced facility management. This is powered by Kontrol’s smart-learning software platform, which gives the company a critical competitive advantage.
Global’s service offering complements Kontrol’s existing product portfolio. The combination of the two is expected to provide significant growth opportunities in the coming years.
Global has traditionally focused on larger projects, with one-off project revenues. A small percentage of the total business consists of recurring service and asset maintenance. Global will operate as a subsidiary of Kontrol with the current management team. 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 data analytics, 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 revenue.
Kontrol operates a facilities management platform with ongoing and recurring revenues to manage and optimize energy assets 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 external contractors. Kontrol will internalize building automation systems.
Kontrol will work diligently to reduce costs by reducing duplication of staff and focusing on internal project capabilities to drive full vertical integration into its customer base.
BioCloud can be integrated into any HVAC installation provided by Global to provide real-time monitoring of viruses and pathogens.
Pursuant to the agreement, Kontrol has acquired all outstanding shares of Global HVAC & Automation Inc. acquired for the purchase price of $7.25 million and any additional performance-related fees. The purchase price is subject to adjustments for working capital balances at closing date. The purchase price settles as follows: (i) $3.5 million in cash at closing, subject to customary post-closing adjustments and reconciliations; (ii) $3.5 million Vendor Take Back at 3% annual interest with bullet redemption at the end of 3 years from the closing date (iii) a vendor performance payment equal to 45% of adjusted cumulative profit after tax over 3 years $ 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 the dial-in numbers below.
Thursday 5 August 2021
12:00 p.m. Eastern Time (9:00 a.m. Pacific Time)
A telephone replay and transcript will be available approximately four hours after the call and will continue Sunday 5 September 2021, by calling 1-844-512-2921 from the US, or 1-412-317-6671 from international locations, and entering Replay PIN: 13722056. The replay can also be viewed via the webinar webcast link up here.
*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 fees, listing fees and acquisition-related expenses.
About Kontrol Technologies Corp.
Kontrol Technologies Corp., a Canadian publicly traded company, is a leader in smart buildings and cities through IoT, Cloud and SaaS technology. Kontrol offers a combination of software, hardware and service solutions to its customers to improve energy management, air quality and continuous emission monitoring.
Neither IIROC nor any stock exchange or other securities regulatory authority assumes any responsibility for the suitability or accuracy of this press release.
This press release contains “forward-looking information” within the meaning of applicable securities laws. Any statements contained herein that are not clearly historical in nature may contain forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may,” “will,” “expect,” “probably,” “would,” “would,” “plan,” “anticipate,” “intent.” “, “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 circumstances “may” or “will” happen , or through discussions about 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 reasonable grounds. Such assumptions include, without limitation, that sufficient capital will be available to the Company and that the technology will be as effective as anticipated.
However, forward-looking statements are subject to risks, uncertainties and other factors that 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 or cannot be obtained on reasonable terms; that those technologies will not prove as effective as expected; those customers and potential customers will not accept the Company’s product and service offerings as expected; and governmental and regulatory factors affecting the energy conservation industry. Kontrol BioCloud is an air quality technology and not a medical device. The company makes no 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 of the date of this publication and are based on management’s beliefs, estimates, expectations and opinions as of that date. Kontrol assumes no obligation to publicly update or revise such forward-looking statements or forward-looking statements in other documents, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent events. and such forward-looking information, except as required under applicable securities laws. Readers are cautioned to carefully consider these and other factors, uncertainties and possible events and not to place undue reliance on forward-looking information.
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SOURCE Kontrol Technologies Corp.