QSC bought by Acuity

[Leo Enticknap]

Here.

ATLANTA, Oct. 24, 2024 (GLOBE NEWSWIRE) -- Acuity Brands, Inc. (NYSE: AYI) (the “Company” or “Acuity”), a market-leading industrial technology company, has reached a definitive agreement to acquire QSC, LLC (“QSC”) for a purchase price of $1.215 billion, or $1.1 billion net of approximately $100 million in present value of expected tax benefits. The net purchase price represents approximately 14 times QSC’s estimated EBITDA for the last twelve months ending August 31, 2024. It is expected to be accretive to Acuity’s’ fiscal 2025 full-year adjusted diluted earnings per share.

“In our Intelligent Spaces business we are delivering meaningful outcomes for end users that are powered by disruptive technologies and that generate strong financial results,” said Neil Ashe, Chairman, President and Chief Executive Officer of Acuity Brands, Inc. “QSC has built a differentiated cloud-manageable audio, video and control platform that controls what happens in a built space. Our acquisition of QSC builds on our vision of data interoperability as we continue to make spaces smarter, safer and greener.”

QSC is a disrupter in a large and transforming AV&C industry. It provides a cloud-manageable audio, video and control platform that includes controls, sensors and software with broad applications across multiple end-markets including education, commercial, hospitality, government, healthcare and transportation. QSC delivered sales of approximately $535 million for the twelve months ending August 31, 2024.

“We are excited to be joining a company that is aligned around our long-term mission and shares our values,” said Joe Pham, Chairman and Chief Executive Officer of QSC. “Our shared vision of how we can leverage data with our technology solutions will elevate our ability to service our end-users and drive growth.”

Acquisition Financing and Close

We anticipate funding the transaction using $600 million of term loan financing and the remainder with cash on the Balance Sheet.

The transaction is expected to close in the second-quarter of fiscal 2025, subject to customary closing conditions, including, among others, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Allen & Company LLC is serving as financial advisor to Acuity and Baker McKenzie is providing external legal counsel. JPMorgan Chase Bank, N.A. and Bank of America, N.A. are leading the financing.

About Acuity Brands

Acuity Brands, Inc. (NYSE: AYI) is a market-leading industrial technology company. We use technology to solve problems in spaces, light, and more things to come. Through our two business segments, Acuity Brands Lighting and Lighting Controls (ABL) and the Intelligent Spaces Group (ISG), we design, manufacture, and bring to market products and services that make a valuable difference in people’s lives.

We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management solutions, and location-aware applications. We achieve customer-focused efficiencies that allow us to increase market share and deliver superior returns. We look to aggressively deploy capital to grow the business and to enter attractive new verticals.

Acuity Brands, Inc. is based in Atlanta, Georgia, with operations across North America, Europe, and Asia. The Company is powered by over 12,000 dedicated and talented associates. Visit us at www.acuitybrands.com

About QSC, LLC

Founded over five decades ago, QSC, LLC is a globally recognized leader in the design, engineering, and manufacturing of award-winning solutions and services.

Leading the company’s success is Q-SYS, a cloud-first platform for audio, video, and control, built on a modern, standards-based IT architecture. With established solutions across Corporate, Education, Hospitality, Venues, Events, Cinema, Government, Healthcare, and Transportation, Q-SYS is redefining possibilities for live, hybrid, and virtual experiences.

QSC Audio complements these offerings with high-performance loudspeakers, digital mixers, power amplifiers, software, and accessories. These solutions empower creators, performers, and entertainment providers to confidently deliver impactful experiences for their audiences.

The company is headquartered in Costa Mesa in the United States, with an international presence in Europe and Asia and employs around 900 associates. More information can be found at www.qsc.com.

From my reading of this, Acuity wants Q-Sys, and likely doesn't care much about the other parts of QSC's business. I wonder what this means for the (non-network) amplifiers, loudspeakers, etc. in QSC's product line long term?

[Steve Guttag]

I think anyone associated with QSC/Q-SYS saw this one coming. They REALLY tried to separate Q-SYS from the other "legacy" stuff. Cinema seemed to be one of the crossover areas since they had conventional speakers, linear amplifiers (DCA) as well as DSP based stuff with the DPM and Q-SYS families. The chose to lump Cinema in with the Q-SYS (aka Integrator) family. Also of note, the DCA line of amplifiers was "blessed" to continue while the CX line (same amps but for A/V industries) was discontinued. This probably has to do with A/V companies are not using conventional power amplifiers anymore while Cinema still does and the DPM line uses the DCA line of amplifiers (if they can the DPM or the DCA, the other is likely to follow/be concurrent).

I am unaware of Acuity so I can't say if this is a good thing or not. Then again, it is no secret that QSC hasn't been the same company post-C19, with a distinct distancing from Cinema and collapsing the division into Integration. When theatres are building, however, we still put up pretty good numbers (think about a typical cinema's speaker and amplifier channel count). Naturally, Atmos and like immersives also have nice channel counts.

[Mark Gulbrandsen]

I also don't think Cinemas overall are doing all that well, especially the big chains. So large speaker and amplifier orders are much fewer and further between. A company like QSC can't survive off the Indies. My prediction is that Acuity sells off other non-useful divisions, and keeps the ones they are really after. But time will tell...

[Steve Guttag]

Based on the article, clearly, they want Q-SYS. It allows for full integration and with cloud management. I would agree that cinemas aren't spending money post-covid (once the money that NATO fought for from the government was spent). 2024 has been a pitiful year. That said, I have two Atmos systems coming up...so something over 100 speakers and amplifier channels on those two rooms alone. There is also the reality that we are having equipment that has been in 2-3 decades (sound) as well as projection equipment that is now between 10-20 years. All of this stuff is starting to drop so the choice will be to replace or go out of business. The profitable theatres will need to replace/update equipment. C19 and the AKM plant burning down has also put the hurt on repairing some legacy stuff as many legacy parts are no longer available.

[Steve Guttag]

Here is Acuity's video about the purchase. If you watch the video, you may notice, as I did, what they are seeking are Q-SYS' technology in meeting rooms to augment what Acuity already does. No mention of power amplifiers or speakers (beyond what would be used in a meeting space). They also want Q-SYS' cloud management (Reflect). We'll see how they perceive cinema. Who knows maybe Acuity will branch their lighting/DMX technology to cinemas!