ForceField Energy Inc., a designer, seller and distributor of energy products and solutions, announced that it completed the acquisition of American Lighting & Distribution ("American Lighting" or "ALD").
Based in San Diego, California, American Lighting is a leading energy-efficient, commercial lighting specialist with over 20,000 installed customers and standing relationships with many major California utilities, including Pacific Gas and Electric Company ("PG&E"), Southern California Edison, and San Diego Gas & Electric. ALD reported unaudited revenues of approximately $7.0 million in 2013, with adjusted EBITDA in excess of $900,000, or a 13% EBITDA margin.
American Lighting has successfully serviced thousands of satisfied clients since 1986. As an award winning, licensed electrical and commercial lighting contractor in the State of California, it has performed more than 2,500 installations over the past three years. ALD's geographic footprint covers much of the western United States, and has touched as far east as Georgia. Its projects have varied in scope and met or exceeded the requirements of a broad range of facilities, including Qualcomm Stadium; premier four-star hotels and resorts; large shopping malls and other retail establishments; car dealerships; schools, prisons and other government buildings; military bases; aerospace factories; administrative offices; and warehousing locations. Furthermore, ALD is a preferred customer of major lighting manufacturers, such as General Electric (GE); Philips; Technical Consumer Products (TCP); Sylvania; Cree; and Deco Lighting, among others.
Under the terms of the purchase agreement, ForceField paid $2.5 million in cash, issued $1.5 million of its restricted common stock and $1.0 million in 5% senior secured notes for all of the outstanding equity of ALD; or total purchase consideration of $5,000,000. The 289,529 restricted shares of ForceField Energy's common stock issued are subject to an initial twelve month lock-up period and are then released in equal monthly installments over the following six months. As part of the acquisition, ForceField Energy received approximately $900,000 in working capital.
The American Lighting equity holders will have the opportunity for contingent, earn-out payments of up to $2.0 million if certain increased ALD revenue and EBITDA thresholds over the three-year period post-closing, are achieved. The earn-out payments, if made, shall be equally allocated between cash and restricted common stock.
"This is a great day for ForceField Energy. Our management and board of directors are honored to join forces with an incredibly accomplished and award winning partner in American Lighting. We welcome aboard an exemplary management team, led by its highly respected chief executive, Neil Miller. With more than 20,000 customers spanning multiple industries, American Lighting will be a significant driver of future revenue growth and profitability for ForceField Energy and its stakeholders," stated Richard ST Julien, ForceField Energy's Executive Chairman and President of LED Operations. "This acquisition further strengthens our sales and marketing capabilities, and provides new resources through a team of in-house experienced installers and additional energy efficient and LED lighting products."
Mr. ST Julien concluded "With a larger, more established presence in the United States, we see significant opportunities to expand our reach across a broader base of customers covering small corporations to national accounts. Through the synergies anticipated from our combined organizations, we expect to further improve our performance, efficiency and operating margins moving forward. We see great opportunity for continued growth as billions of dollars are being allocated by federal and state governments through energy efficiency programs such as Proposition 39, the recently approved clean energy jobs act in California which starting this year will allocate more than $500 million annually for programs in K-12 schools. We are confident we have the perfect products, solutions and resources in place to capitalize on these opportunities over the next several years."
Mr. Neil Miller, ALD's Chief Executive Officer added, "The entire American Lighting team is excited to join the ForceField organization thus enabling us to gain access to many financing packages which will be tailored to address client needs, additional technical support and to new sources of high quality and competitively priced LED products that will help accelerate our future growth."