VANCOUVER, Wash., Oct. 5, 2021 /PRNewswire/ -- Northwest Pipe
Company (Nasdaq: NWPX), an industry leader of engineered pipeline
systems for water infrastructure, today announced it has acquired
Park Environmental Equipment, LLC ("ParkUSA") for $87.4 million, net of acquired cash. ParkUSA
is an engineered precast concrete and steel fabrication-based
company that develops, manufactures and distributes water,
wastewater and environmental infrastructure solutions products. The
acquisition is expected to be immediately accretive to earnings.
The transaction closed on October 5, 2021.
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"We are excited to have completed the strategic acquisition of
ParkUSA, a technology leader in the water infrastructure market.
ParkUSA produces water and wastewater control systems as well as
water-related environmental solutions products," said Scott Montross, President and CEO of Northwest
Pipe Company. "They also produce precast concrete vaults and
fabricated steel housings that serve as containment units for the
majority of their products, employing some of the same capabilities
as our existing Northwest Pipe plants. As a result, we will be
focused on bringing the production of ParkUSA's products to our
historic facilities. The solid organic growth potential, margin
characteristics, asset efficiency and cash flow profile were key
determining factors in this acquisition and will remain integral as
we build upon the $66.5 million
in revenue and $14 million in adjusted EBITDA that ParkUSA
generated for the full year of 2020."
"We are very pleased to join the Northwest Pipe family and view
the transaction as a great opportunity to expand our product reach
now that we are part of a larger organization," said Chris Eberly, Chief Executive Officer of
ParkUSA.
George Eberly III, Chief
Operating Officer of ParkUSA added, "We look forward to
participating in Northwest Pipe Company's growth plans for the
future."
The acquisition was funded through 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. Near-term repayment of outstanding debt
will be a priority and derived from the cash flows of the combined
business.
Previously a privately held company, ParkUSA was founded in
Houston, Texas in 1984 by the
Eberly family. In 2020, it had approximately 280 employees and
revenues of $66.5 million.
ParkUSA's three existing Texas
manufacturing facilities located in Houston, Dallas, and San
Antonio will further expand Northwest Pipe Company's
presence in the booming Texas
water infrastructure market.
The completion of this acquisition marks Northwest Pipe
Company's third major transaction in just over three years. In
July 2018, the Company acquired
Ameron Water Transmission Group and in January 2020, it acquired Geneva Pipe and Precast Company.
Transaction Conference Call – Northwest Pipe Company will
host a conference call on Wednesday, October 6, 2021 at
8 a.m. Pacific time to discuss the transaction. To view the
supplemental slide presentation or listen to the live audio
webcast, visit Northwest Pipe Company's website at www.nwpipe.com
on the Investor Relations page. For those unable to listen to the
live audio webcast, a replay will be available approximately one
hour after the event on the Investor Relations page.
About Northwest Pipe Company – Founded in 1966,
Northwest Pipe Company is a leading manufacturer for water related
infrastructure products. In addition to being the largest
manufacturer of engineered steel water pipeline systems in
North America, the Company
produces high-quality precast and reinforced concrete products,
Permalok® steel casing pipe, bar-wrapped concrete cylinder pipe, as
well as linings, coatings, joints, and one of the largest offerings
of fittings and specialized components. Northwest Pipe Company
provides solution-based products for a wide range of markets
including water transmission and infrastructure, water and
wastewater plant piping, structural stormwater and sewer systems,
trenchless technology, and piping 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.
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, that are based on current expectations, estimates, and
projections about the Company's business, management's beliefs, and
assumptions made by management. These statements are not guarantees
of future performance and involve risks and uncertainties that are
difficult to predict. Therefore, actual outcomes and results may
differ materially from what is expressed or forecasted in such
forward-looking statements as a result of a variety of important
factors. While it is impossible to identify all such factors, those
that could cause actual results to differ materially from those
estimated by the Company include changes in demand and market
prices for its products, product mix, bidding activity and order
cancelations, timing of customer orders and deliveries, production
schedules, price and availability of raw materials, excess or
shortage of production capacity, international trade policy and
regulations, changes in tariffs and duties imposed on imports and
exports and related impacts on the Company, the Company's ability
to identify and complete internal initiatives and/or acquisitions
in order to grow its business, the Company's ability to effectively
integrate Geneva Pipe and Precast
Company, ParkUSA, and other acquisitions into its business and
operations and achieve significant administrative and operational
cost synergies and accretion to financial results, impacts of
recent U.S. tax reform legislation on the Company's results of
operations, adequacy of the Company's insurance coverage, operating
problems at the Company's manufacturing operations including fires,
explosions, inclement weather, and natural disasters, impacts of
pandemics, epidemics, or other public health emergencies, such as
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
Securities and Exchange Commission filings and reports. Such
forward-looking statements speak only as of the date on which they
are made, and the Company does not undertake any obligation to
update any forward-looking statement to reflect events or
circumstances after the date of this release. If the Company does
update or correct one or more forward-looking statements, investors
and others should not conclude that it will make additional updates
or corrections with respect thereto or with respect to other
forward-looking statements.
Non-GAAP Financial Measures – The Company is
presenting Adjusted EBITDA, which is a non-GAAP financial measure
provided to better enable investors and others to assess the
results and compare them with competitors. This should be
considered a supplement to, and not a substitute for, or superior
to, financial measures calculated in accordance with GAAP.
Contact:
Aaron
Wilkins
Chief Financial Officer
Northwest Pipe Company
360-397-6294 • awilkins@nwpipe.com
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SOURCE Northwest Pipe Company