Northwest Pipe: Announces Acquisition of ParkUSA (Form 8-K)
Northwest Pipe Company Announces Acquisition of ParkUSA
Leading Water Transmission Pipe Supplier Acquires Texas-based Water Technology With Focus
Company for a cash settlement of $ 87.4 million
Vancouver, Washington: Northwest Pipe Company (Nasdaq: NWPX), an industry leader in engineering piping systems for water infrastructure, announced today that it has acquired Park Environmental Equipment, LLC (“ParkUSA”) for $ 87.4 million, net of cash acquired. ParkUSA is a precast concrete and steel construction based company that develops, manufactures and sells products for water, wastewater and environmental infrastructure solutions. The acquisition is expected to have an immediate positive impact on earnings. The transaction closed on October 5, 2021.
“We are pleased to have completed the strategic acquisition of ParkUSA, a technology leader in the water infrastructure market. ParkUSA manufactures water and wastewater control systems and water-related environmental solutions,” said Scott Montross, President and CEO of Northwest Pipe Society. “They also produce prefabricated concrete vaults and prefabricated steel enclosures that act as containment for most of their products, using some of the same capabilities as our existing Northwest Pipe plants. Hence, we will focus on producing ParkUSAs products in our historic facilities. The solid organic growth potential, margin characteristics, equipment efficiency and cash flow profile were key drivers for this acquisition and will continue to be an integral part as we rely on revenues of $ 66.5 million and adjusted EBITDA of $ 14 million – Build up the dollars ParkUSA has made for the full year 2020. ”
“We are very excited to be part of the Northwest Pipe family and see the transaction as a great opportunity to expand our product reach as we are now part of a larger organization,” said Chris Eberly, ParkUSA’s chief executive officer.
George Eberly III, ParkUSA’s chief operating officer, added, “We look forward to participating in Northwest Pipe Company’s growth plans for the future.”
The acquisition was funded by the company’s credit facility with Wells Fargo Capital Finance, which included a fully committed $ 25 million accordion feature to expand the company’s access to available liquidity. The short-term repayment of the outstanding debt has priority and will be derived from the cash flows of the combined business.
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Previously a privately held company, ParkUSA was founded in 1984 in Houston, Texas by the Eberly family. In 2020, it had approximately 280 employees and sales of $ 66.5 million. ParkUSA’s three existing manufacturing facilities in Houston, Dallas and San Antonio will further expand Northwest Pipe Company’s presence in the booming Texan water infrastructure market.
The completion of this acquisition marks the Northwest Pipe Company’s third major transaction in just over three years. In July 2018 the company acquired the Ameron Water Transmission Group and in January 2020 the Geneva Pipe and Precast Company.
Transactional conference call Northwest Pipe Company will host a conference call on Wednesday, October 6, 2021 at 8:00 a.m. Pacific time to discuss the transaction. Please visit the Northwest Pipe Company website at www.nwpipe.com on the Investor Relations page to view the additional slide presentation or listen to the live audio webcast. For those unable to listen to the live audio webcast, a replay will be available on the Investor Relations page about an hour after the event.
About Northwest Pipe Company – Northwest Pipe Company, founded in 1966, is a leading manufacturer of water-related infrastructure products. The company is not only the largest manufacturer of steel water pipe systems in North America, but also produces high-quality prefabricated and reinforced concrete products, Permalok® steel jacket pipes, rod-jacketed concrete cylinder pipes as well as linings, coatings, connections, and one of the largest ranges of fittings and special components. Northwest Pipe Company provides solution-based products for a variety of markets including water transportation and infrastructure, plumbing for water and sewer systems, structural stormwater and sewer systems, trenchless technology, and pipe rehabilitation. Strategically positioned to meet growing water and wastewater infrastructure needs, the company is headquartered in Vancouver, Washington, and has manufacturing facilities across North America. Please visit www.nwpipe.com for more information.
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Forward-Looking Statements – Statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, based on current expectations, estimates and projections about the Company’s business, management’s beliefs and management’s assumptions. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. As a result, actual results and results could differ materially from those expressed or projected in such forward-looking statements due to a variety of important factors. While it is impossible to identify all of these factors, factors that could cause actual results to differ materially from those anticipated by the company include changes in demand and market prices for its products, the product mix, supply activity, and Order cancellations, the time of customer orders and deliveries, production plans, price and availability of raw materials, exceeding or falling short of production capacity, international trade policy and regulations, changes in tariffs and tariffs on imports and exports and the associated effects on the company, the ability of the Company, internal initiatives and / or acquisitions to grow the business, the Company’s ability to effectively integrate Geneva Pipe and Precast Company, ParkUSA, and other acquisitions into its business and operations, and significant administrative and operational cost synergies and gains in F. Achieve financial results, the impact of Recent U.S. Tax Reform Acts on the Company’s Operating Results, the adequacy of the Company’s insurance coverage, operational issues in the Company’s manufacturing operations including fires, explosions, bad weather and natural disasters, the effects of pandemics, epidemics or other public health emergencies, such as B. Coronavirus Disease 2019, and other risks discussed in the company’s annual report on Form 10-K for the year ended December 31, 2020 and from time to time in its other filings and reports with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of their publication and the company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this publication. If the company updates or revises one or more forward-looking statements, investors and others should not conclude that it will make additional updates or corrections in relation to these or other forward-looking statements.
Non-GAAP Financial Measures – The company presents Adjusted EBITDA, a non-GAAP financial metric that enables investors and others to better evaluate results and compare them to competitors. This should be viewed as a supplement to, and not a substitute for, or overriding to, GAAP financial metrics.
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Disclaimer of liability
Northwest Pipe Company published this content on October 06, 2021 and is solely responsible for the information contained therein. Distributed by public, unedited and unchanged, on October 06, 2021 10:05:05 UTC.