Arcosa Announces Agreement to Acquire Ameron Pole Products from NOV Inc.
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Acquisition Provides Additional Scale to Engineered Structures in Attractive Infrastructure Markets and is Accretive to Overall
Arcosa Margin - Marks Entry into Complementary Concrete and Steel Pole Lighting Market
- Expands Position in Traffic and Telecommunication Structures
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$180
Million Purchase Price to be Funded with Cash and Available Revolver Capacity
Founded in 1970, Ameron is a leading manufacturer of highly engineered, premium concrete and steel poles for a broad range of infrastructure applications, including lighting, traffic, electric distribution, and small-cell telecom. With four manufacturing facilities strategically located in
Commenting on the transaction,
The Company expects to fund the
For supplemental information on the transaction, please refer to materials located on our website at https://ir.arcosa.com/news-events/events-presentations.
Non-GAAP Financial Measures
This press release contains financial measures that have not been prepared in accordance with
About
About NOV
NOV delivers technology-driven solutions to empower the global energy industry. For more than 150 years, NOV has pioneered innovations that enable its customers to safely produce abundant energy while minimizing environmental impact. The energy industry depends on NOV’s deep expertise and technology to continually improve oilfield operations and assist in efforts to advance the energy transition towards a more sustainable future. NOV powers the industry that powers the world. Visit www.nov.com for more information.
Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Arcosa’s estimates, expectations, beliefs, intentions or strategies for the future.
Reconciliation of Ameron Pro Forma Adjusted EBITDA
(in millions)
(unaudited)
“EBITDA” is defined as net income plus interest, taxes, depreciation, depletion, and amortization. “Pro-Forma Adjusted EBITDA” is defined as Ameron's EBITDA plus pro forma adjustments for non-recurring items. GAAP does not define Pro-Forma Adjusted EBITDA and it should not be considered as an alternative to earnings measures defined by GAAP, including net income. We believe Pro-Forma Adjusted EBITDA assists investors in comparing a company's performance on a consistent basis without regard to depreciation, depletion, amortization, and other items which can vary significantly depending on many factors.
|
Year Ended |
||
|
|
||
Net income, before intercompany adjustments |
$ |
14.9 |
|
Add: |
|
||
Interest expense, net |
|
— |
|
Provision for income taxes(1) |
|
— |
|
Depreciation and amortization expense |
|
4.9 |
|
EBITDA |
|
19.8 |
|
Add: |
|
||
Inventory revaluation |
|
(0.4 |
) |
Other non-recurring |
|
0.4 |
|
Pro Forma Adjusted EBITDA |
$ |
19.8 |
|
|
|
(1) Pass through entity and not subject to federal income taxes
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MEDIA CONTACT: media@arcosa.com
INVESTOR CONTACTS
Chief Financial Officer
Director of Investor Relations
T 972.942.6500
InvestorResources@arcosa.com
ADVISIR
T 212.661.2220
David.Gold@advisiry.com
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