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National Automation Services, Inc. Announces Its Third Acquisition as Part of Its National Expansion Program
Market Wire, April, 2008
National Automation Services, Inc. (PINKSHEETS: NASV) ( www.n-a-s-inc.com ) is pleased to announce that its has reached an agreement to purchase a Southern California-based automation controls company which specializes in the design, development, sale and installation of continuous motion control equipment for Fortune 500 companies and other national clients. Based upon a non-disclosure agreement signed by both parties, the name of the company will be withheld and announced at the time of closing, which is anticipated to occur no later than May 31, 2008.
The company being acquired will substantially increase the market presence of NAS, and is NAS's largest acquisition made to date. The company has been in business for over 14 years, and has an established reputation in the industry as the leader in continuous flow automation equipment, which allows a client to reduce costs through implementation of manufacturing processes that are in one continuous flow as opposed to breaking the manufacturing process into a number of different segments.
As part of this 100 % stock purchase, NAS will acquire $2.7 million in cash, $1.7 million of billed receivables and over $3 million of immediate billings due to work in progress, with substantially all direct expenses related to such billings already paid by the company, so much of this revenue will drop to consolidated profits of NAS. NAS will acquire no short-term or long-term debt other than trade payables incurred through the normal course of business. The company has posted record earnings within the first four months of operations in 2008, and financial results for the first six months of operations in 2008 are anticipated at $6 million of gross revenues and $2 million of EBITDA, with much of the EBITDA dropping to consolidated profits of NAS. The Company is currently estimated to recognize $12 million of gross revenues in 2008, with an EBITDA of over $4 million for the full fiscal year of operations.
Total cash consideration of $10.5 million will be paid for the acquisition. With current assets exceeding $4.4 million, NAS calculated the net purchase price as $6.1 million which is approximately 3.38 times historical average EBITDA. NAS is also acquiring a company that has a proven history of profitable operations with an estimated backlog of over $6 million for the annum period and beyond. The company is debt-free except for normal payables associated with work in progress for cash consideration of $10.5 million. NAS expects to retain the three senior managers who have been responsible for the day to day activities at the Company, therefore providing an easy transition in the change of ownership. As part of the purchase price, the founder of the Company has agreed to consult with NAS for a 90-day transition period.
Robert Chance, CEO of National Automation Services, Inc., in announcing the acquisition, stated: "We are very excited about the opportunity that our latest acquisition brings to our Company in our continuing effort to build a nationwide network of Automation and Controls Companies. This acquisition will not only more than double the size of the consolidated group to an estimated $22 million of gross revenues in 2008, thus making it a qualifying event to allow us entry onto the NASDAQ or AMEX, but it also brings highly specialized expertise in continuous motion automation that will allow our other subsidiaries to market such expertise in their geographic areas. This Company serves many Fortune 500 companies in many different markets.
"Furthermore, we will use this new base of operations in Southern California to market the expertise of NAS in such areas as automation controls for waste water, as well as servicing the needs of municipalities. We welcome them and look forward to the contributions they will make towards our goals as a Company.
"Our goal of adding 5 new acquisitions this year is well underway with many more waiting their turn to be acquired. The only limiting factor in making the acquisitions is our resources which have to be managed carefully as it takes a tremendous amount of time, money, and manpower during the pre and post closing of each acquisition, but I am very confident our Team can handle the goals set for them this year and next."
Jonathan Woods, CFO of NAS, in describing the acquisition, stated: "We have developed through our business plan an aggressive acquisition strategy to pursue target companies within our opportunity market that ranges from approximately $3 million to $5 million in gross revenues with positive earnings per annum period.
"Our Acquisition Committee and Board of Directors seized on the opportunity to pursue a company outside of our original target market and resolved to amend our original opportunity market to look for future acquisitions of this size and proportion. Based on the size of the private automation system and controls industry, we are not only planning to pursue, but we welcome, all new target companies ranging from $3 million to $25 million in gross revenues with positive earnings per annum period.