Latest news with #BenHeraud
Business Wire
6 days ago
- Business
- Business Wire
Acuren Corporation Completes Merger with NV5 Global, Inc. to Create a Market-Leading North American Provider of TICC Services
TOMBALL, Texas--(BUSINESS WIRE)--Acuren Corporation (the ' Company ' or ' Acuren ', NYSE: TIC), a leading provider of tech-enabled Testing, Inspection, Certification, and Compliance (TICC) services and critical asset integrity solutions, today announced the successful completion of its previously announced combination with NV5 Global, Inc. (' NV5 ', NASDAQ: NVEE). With over $2 billion of revenue, this transaction creates a market-leading North American provider of TICC and engineering services, enhancing Acuren's ability to serve both new and existing customers across critical industrial assets, public infrastructure, and the built environment. In addition, the Company announced the appointment of three new directors to its Board of Directors: Dickerson Wright, former Executive Chairman of NV5, Ben Heraud, former CEO of NV5, and Byron Roth, Executive Chairman of Roth Capital Partners. Ben Heraud has also been appointed President and Chief Operating Officer of Acuren and will be providing leadership to the Company's three newly formulated operating segments: Inspection and Mitigation, Engineering and Lab, and Geospatial. 'This is a defining moment for both companies,' said Tal Pizzey, Chief Executive Officer of Acuren. 'Today marks the beginning of a new chapter as we unite two proven operators with collective expertise across the asset integrity life cycle. By bringing together Acuren's deep industrial and maintenance acumen with NV5's engineering and geospatial strengths, we've created a business uniquely positioned to serve a broader set of customers across the entire asset lifecycle.' 'This combination enhances our recurring revenue base, unlocks compelling cross-sell potential, and sets us up for long-term growth as a leading North American player in our sector,' Pizzey continued. 'I'm proud of the teams that brought us here and am energized by what this scale provides for our customers, employees, and investors. We are excited to move forward as one team, delivering on the synergies and growth potential that lie ahead.' The completion of this transformative transaction aligns with Acuren's strategic objectives to broaden its service offerings, diversify its end-market exposure, and expand its global reach. Together, the businesses will serve a wide range of high-value sectors including infrastructure, energy, utilities, government, and data centers, with over 11,000 employees across more than 230 locations. 'We expect meaningful synergy capture through cross-selling, corporate cost optimization, and complementary geographic footprint, while delivering strong free cash flow and a swift deleveraging to below three times net leverage. It is our intent to present a comprehensive strategic plan to investors after completing our internal review and planning process,' said Robert Franklin, Executive Chairman of Acuren. Tal Pizzey and Ben Heraud will join Robert Franklin and Sir Martin Franklin (Co-Chairman of Acuren) in a newly formed Office of the Chairmen to provide aligned, collaborative strategic leadership. 'This transaction brings together two organizations with a shared commitment to excellence, innovation, and a strong people-first culture,' said Dickerson Wright, former Executive Chairman of NV5. 'NV5 has built a strong reputation for technical leadership across infrastructure, utility, buildings & technology, environmental, and geospatial services. I am confident that Acuren is the ideal partner to extend that legacy, preserve our culture, and deliver enhanced value to our shareholders and stakeholders. The combined business is well-positioned to unlock new growth opportunities, and I'm excited to support its continued success as a member of the Acuren Board.' NV5 Stockholders will receive $23.00 per share, consisting of $10.00 in cash and 1.1523 shares of Acuren Common Stock for each share of NV5 Common Stock. This represents an enterprise value of approximately $1.7 billion, including full repayment of NV5's outstanding debt. The final exchange ratio was calculated based on the volume-weighted average price (VWAP) of Acuren's common stock of $11.28 for the 10-trading day period ended August 1, 2025. The transaction was approved by the stockholders of each of Acuren and NV5 at their respective stockholder meetings on July 31, 2025. The closing of the transaction follows the receipt of required regulatory approvals in all applicable jurisdictions. NV5's common stock has ceased trading immediately prior to market open on August 4, 2025, and will no longer be listed on the NASDAQ. Acuren's common stock will continue to be listed on the New York Stock Exchange with the ticker symbol TIC. About Acuren: Acuren is a leading provider of tech-enabled Testing, Inspection, Certification, and Compliance (TICC) services and critical asset integrity solutions. Operating primarily in North America, Acuren serves diversified end markets that are essential to the North American economy, including industrials, infrastructure, energy, midstream, and renewables. Acuren supports clients across the full asset lifecycle, from commissioning to compliance, powering its solutions with unique go-to-market methods including advanced inspection and nondestructive testing (NDT), Rope Access Technician (RAT) mitigation services, materials engineering services, lab analysis and destructive testing, proprietary software, and drone-enabled geospatial analytics. Acuren's TICC services are mission-critical, frequently compliance-mandated, and typically recurring in nature. For more information, please visit Cautionary Note Regarding Forward-Looking Statements: Certain statements in this press release are 'forward-looking' statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words 'anticipate,' 'believe,' 'ensure,' 'expect,' 'if,' 'intend,' 'estimate,' 'probable,' 'project,' 'forecasts,' 'predict,' 'outlook,' 'aim,' 'will,' 'could,' 'should,' 'would,' 'potential,' 'may,' 'might,' 'anticipate,' 'likely' 'plan,' 'positioned,' 'strategy,' and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements in this press release include statements regarding the Company's expectations and beliefs regarding (i) creating a market leading provider of TICC and engineering services, (ii) its operating segments, (iii) its recurring revenues, cross-selling opportunities and long-term growth, (iv) benefits and synergies of the combination, (v) free cash flow and net leverage, and (vi) its strategic plans. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, (i) economic conditions affecting the industries Acuren and NV5 serve, including the construction industry and the energy sector, as well as general economic conditions; (ii) the ability and willingness of customers to invest in infrastructure projects; (iii) a decline in demand for Acuren's or NV5's services or for the products and services of their customers; (iv) the fact that Acuren's revenues are derived primarily from contracts with durations of less than six months and the risk that customers will not renew or enter into new contracts; (v) Acuren's ability to successfully acquire other businesses, successfully integrate acquired businesses into its operations and manage the risks and potential liabilities associated with those acquisitions; (vi) Acuren and NV5's ability to compete successfully in the industries and markets they serve; (vii) Acuren and NV5's ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms; (viii) increases in the cost, or reductions in the supply, of the materials used in Acuren and NV5's business and for which we bear the risk of such increases; (ix) the inherently dangerous nature of the services Acuren and NV5 provide and the risks of potential liability; (x) the seasonality of Acuren's and NV5's business and the impact of weather conditions; (xi) Acuren's ability to remediate any material weaknesses; (xii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations; (xiii) Acuren's substantial level of indebtedness and the effect of restrictions on its operations set forth in the documents that govern such indebtedness, (xiv) the combined company may fail to realize anticipated synergies or other benefits expected from the Merger in the timeframe expected or at all and (xv) the ultimate timing, outcome, and results of integrating the operations of Acuren and NV5. For a detailed discussion of cautionary statements and risks that may affect Acuren's future results of operations and financial results, please refer to Acuren's filings with the SEC, including, but not limited to, the risk factors in Acuren's Annual Report on Form 10-K for the year ended December 31, 2024 which was filed with the SEC on March 27, 2025, and any amendments thereto, and in Acuren's registration statement on Form S-4 filed on June 25, 2025 and declared effective as of June 27, 2025, as supplemented or amended from time to time. Forward-looking statements included in this press release speak only as of the date hereof and, except as required by applicable law, Acuren does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or circumstances after the date of this press release. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Acuren assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Yahoo
05-06-2025
- Business
- Yahoo
NV5 Awarded $250 Million NOAA Contract to Advance National Shoreline Mapping and Coastal Resilience
HOLLYWOOD, Fla., June 05, 2025 (GLOBE NEWSWIRE) -- NV5, a provider of tech-enabled engineering, certification, and consulting solutions, announced today that it has been selected by the National Oceanic and Atmospheric Administration (NOAA) for a five-year, multiple award contract valued at up to $250 million to provide shoreline mapping services in support of the National Geodetic Survey (NGS). 'Building on over a decade of experience supporting NOAA's geospatial initiatives, NV5 is uniquely positioned to meet the technical and operational demands of this contract,' said Kurt Allen, President of NV5 Geospatial. NV5's comprehensive geospatial services will support NOAA's Coastal Mapping Program to enhance the development and maintenance of nautical charts and other essential coastal applications. NV5 will collect and analyze high-precision geospatial data using ground, aerial, and satellite platforms to ensure accurate coverage of oceanic, arctic, lake, and riverine systems and support national emergency response such as hurricane recovery. 'The mandated nature of NV5's services and our proven technical expertise and operational scale differentiate NV5 in the geospatial sector and insulate us from the recent federal funding cuts,' added Ben Heraud, CEO of NV5. 'This award reinforces our leadership in national geospatial data programs and our role in delivering innovative solutions to support infrastructure, navigation, and environmental sustainability.' About NV5 NV5 Global, Inc. (NASDAQ: NVEE) is a leading provider of tech-enabled engineering, testing, inspection, and consulting solutions for the built environment. The Company specializes in engineering design, asset management, and geospatial data analytics to support infrastructure resilience and building systems performance throughout the entire asset lifecycle. NV5 operates out of more than 100 offices nationwide and abroad. For additional information, please visit the Company's website at Also visit the Company on X, LinkedIn, and Facebook. Forward-Looking Statements This press release contains 'forward-looking statements' within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the 'Risk Factors' set forth in the Company's most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law. Investor Relations Contact NV5 Global, CochranExecutive Vice President, Strategic Growth & Investor RelationsTel: +1-954-637-8048Email: ir@ Source: NV5 Global, in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
16-05-2025
- Business
- Yahoo
NVEE Q1 Earnings Call: Revenue Beats Expectations, Profit Margin Initiatives Underway
Infrastructure consulting firm NV5 Global (NASDAQ:NVEE) reported Q1 CY2025 results beating Wall Street's revenue expectations , with sales up 10.1% year on year to $234 million. The company's full-year revenue guidance of $1.04 billion at the midpoint came in 1% above analysts' estimates. Its non-GAAP profit of $0.17 per share was 8.9% below analysts' consensus estimates. Is now the time to buy NVEE? Find out in our full research report (it's free). Revenue: $234 million vs analyst estimates of $228.6 million (10.1% year-on-year growth, 2.4% beat) Adjusted EPS: $0.17 vs analyst expectations of $0.19 (8.9% miss) Adjusted EBITDA: $29.74 million vs analyst estimates of $29.44 million (12.7% margin, 1% beat) The company reconfirmed its revenue guidance for the full year of $1.04 billion at the midpoint Management reiterated its full-year Adjusted EPS guidance of $1.32 at the midpoint Operating Margin: 1.9%, in line with the same quarter last year Free Cash Flow Margin: 11.7%, up from 7.5% in the same quarter last year Market Capitalization: $1.24 billion NV5 Global's first quarter results were driven by notable growth in its Infrastructure and Buildings and Technology segments, with management highlighting robust demand for essential consulting services in utilities, transportation, and data centers. CEO Ben Heraud pointed to a 12% increase in Infrastructure and a 17% rise in Buildings and Technology revenues, attributing these gains to ongoing infrastructure investments and the company's ability to provide mandated, non-discretionary services. The quarter also saw the successful completion of several acquisitions, which management believes have already contributed to cross-selling opportunities and expanded the company's client base. Looking ahead, management reaffirmed full-year guidance and emphasized a strategic focus on organic growth, margin improvement, and cash flow conversion. CFO Edward Codispoti stated, 'We continue to target an unlevered free cash flow conversion rate of 60% for the year and the results of this quarter put us on track to achieve that goal.' The team identified efficiency measures, including labor reductions and office consolidations, as key to achieving planned margin expansion, while expressing confidence in the stability of infrastructure funding and minimal direct impact from tariffs or supply chain disruptions. Management attributed quarterly performance to segment growth and operational changes, while also providing updates on strategic acquisitions and margin improvement initiatives. Infrastructure and Buildings Growth: The Infrastructure segment benefited from increased public investment in utilities and transportation, particularly in the Northeast and Southeast, while the Buildings and Technology segment saw strong demand from data center and real estate clients. Geospatial Segment Update: Growth in the Geospatial segment was muted by delays in federal contract awards, which management linked to transitions in government administration, but they expect this segment to accelerate later in the year as contracts move forward. Margin and Cash Flow Initiatives: The company implemented cost reduction measures, including indirect labor cuts and office consolidations, and launched efficiency projects in geospatial data storage and sales automation to support margin expansion targets. Strategic Acquisitions: Three acquisitions in the quarter—Herman CX (commissioning for data centers), CRS Survey (land surveying), and Group Delta—expanded NV5's service offerings and geographic reach, providing new cross-selling and client access opportunities. Limited Tariff and Supply Chain Exposure: Management repeatedly emphasized that NV5's consulting-focused, mandated services are largely insulated from tariff and supply chain risks that may affect traditional construction or materials businesses. Management expects continued growth for the remainder of the year, driven by recurring demand for infrastructure consulting and new efficiency measures, while monitoring for improved performance in the Geospatial segment. Recurring Infrastructure Demand: Essential service consulting in utilities, transportation, and water is expected to remain resilient, supported by multi-source pre-funded projects and stable government and municipal investment. Margin Expansion Programs: Cost structure improvements, including labor optimization, office consolidations, and software-driven efficiencies, are intended to deliver the targeted 150 basis point EBITDA margin increase over the year. Federal Contract Timing Risks: Management noted that timing of federal contract awards, especially in Geospatial, remains a variable, with potential delays due to administrative transitions but expectations for improvement as the year progresses. Chris Moore (CJS Securities): Asked about the slow start in Geospatial and the outlook for federal versus commercial business. Management replied that internal integration was the main early drag, with improving trends expected as the year continues. Rob Brown (Lake Street): Inquired about the typical contract size and expansion opportunities of the newly acquired data center commissioning business. CEO Ben Heraud explained contracts are typically $1–2 million, often phased, and the acquisition allows broader cross-selling of NV5 services. Andy Wittmann (Baird): Pressed on the confidence level and timeline for margin expansion. CFO Edward Codispoti clarified that the bulk of margin improvements will materialize in the second half of the year, with some benefits already underway. Sam Kusswurm (William Blair): Asked how tariffs might affect NV5 clients' project timelines or budgets. Management stated that their services have minimal direct exposure to tariffs and supply chain issues, with no observed project slowdowns. Andy Wittmann (Baird): Questioned the company's capital allocation plans, specifically regarding share buybacks. Executive Chairman Dickerson Wright confirmed a $20 million buyback authorization, with intent to use cash opportunistically for both buybacks and accretive acquisitions. In the coming quarters, the StockStory team will monitor (1) the pace of margin improvement as cost and efficiency initiatives are rolled out, (2) the recovery of growth in the Geospatial segment as federal contracts are awarded, and (3) the impact of recent acquisitions on cross-selling and organic revenue growth. Progress on these fronts will be important indicators of NV5's ability to deliver on its full-year targets. NV5 Global currently trades at a forward P/E ratio of 16.7×. Should you load up, cash out, or stay put? Find out in our free research report. Market indices reached historic highs following Donald Trump's presidential victory in November 2024, but the outlook for 2025 is clouded by new trade policies that could impact business confidence and growth. While this has caused many investors to adopt a "fearful" wait-and-see approach, we're leaning into our best ideas that can grow regardless of the political or macroeconomic climate. Take advantage of Mr. Market by checking out our Top 5 Growth Stocks for this month. This is a curated list of our High Quality stocks that have generated a market-beating return of 176% over the last five years. Stocks that made our list in 2020 include now familiar names such as Nvidia (+1,545% between March 2020 and March 2025) as well as under-the-radar businesses like the once-small-cap company Comfort Systems (+782% five-year return). Find your next big winner with StockStory today. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
15-05-2025
- Business
- Business Wire
Acuren Corporation and NV5 Global, Inc. Announce Merger with $2 Billion Combined Revenue
TOMBALL, Texas & HOLLYWOOD, Fla.--(BUSINESS WIRE)--Acuren Corporation ('Acuren', NYSE American: TIC) and NV5 Global, Inc. ('NV5', Nasdaq: NVEE) today announced that they have entered into a definitive agreement to combine the two companies. The merger creates an industry-leading $2 billion combined revenue TICC and engineering services company. NV5 stockholders will receive $23.00 per share consisting of $10.00 in cash and $13.00 in shares of Acuren common stock at closing, subject to adjustment as described below, which represents a 32 percent premium to NV5's 30 day VWAP as of May 14, 2025. The total consideration for NV5 is approximately $1.7 billion, representing approximately 10.3x 2025E consensus adjusted EBITDA. Upon closing of the transaction, current Acuren stockholders will own ~60%, and current NV5 stockholders will own ~40% of the combined company, subject to adjustment based on the price of Acuren shares at closing. The combination creates a global TICC and engineering services company with $2 billion+ of combined revenue and a portfolio of recurring, anti-cyclical industrial and engineering tech-enabled services. The merger is expected to be immediately accretive to Acuren stockholders, with further value creation potential to come from an estimated $20 million in near-term cost synergies along with substantial potential long-term revenue synergy opportunities. Combined 2024 adjusted EBITDA of approximately $350 million post synergies creates long-term opportunity to strengthen the combined company further through organic growth and continued accretive acquisitions. Dickerson Wright, Executive Chairman and Founder of NV5, and Ben Heraud, CEO of NV5, are expected to join the Board of Acuren along with one additional mutually agreed independent director. Robbie Franklin, Co-Chairman of Acuren said, 'This is a watershed moment for Acuren. The merger of NV5 with Acuren offers significant value for Acuren and NV5 stockholders and team members. The combination of these two formidable organizations creates new opportunities to expand and complement each other's business lines with adjacent services to drive increased wallet share from our broad customer base. This transaction is an important milestone in our journey to becoming a full service global TICC company.' Tal Pizzey, CEO of Acuren said, 'This is a transformative event for both Acuren and NV5. Together, we are unlocking substantial opportunities to better serve our customers and empower our employees with a broader platform for growth. Our shared vision of building a world-class TICC and engineering company is accelerated by this merger. NV5 has built an exceptional business, grounded in technical expertise and diverse capabilities. We're excited to bring our teams together, realize meaningful synergies, and expand our combined services into new and dynamic end markets.' Dickerson Wright, Executive Chairman and Founder of NV5, said, 'I am delighted to play a part in bringing together these two winning businesses. The combination offers significant value for our shareholders and the opportunity to participate in the combined company's long-term value creation potential as stockholders of Acuren. I'm proud of our team and our success over the past decades building NV5 from its launch in 2009 to the $1 billion company it is today. During this process with the Acuren team, we are convinced that our partnership will allow us to serve our customers in more ways.' Transaction Summary Under the terms of the definitive merger agreement with NV5 (the 'Merger Agreement'), for each of their shares of common stock, NV5 stockholders will receive $23.00 per share comprised of (i) $10.00 in cash and $13.00 in stock, subject to adjustment, based on the 5-day volume weighted average price ('VWAP') of Acuren's share price on May 14, 2025, which represents a 32% premium to NV5's 30 day VWAP as of May 14, 2025. The actual number of shares of Acuren common stock to be issued at closing will be determined based on a floating exchange ratio calculated as $13 divided by the VWAP of Acuren common stock over the 10-trading-days prior to the closing (the "Closing Price"), subject to a floor of $9.53 per share of Acuren common stock and a ceiling of $11.65 per share of Acuren common stock. NV5 stockholders will receive 1.3636 shares of Acuren common stock for each of their shares of NV5 common stock if the Closing Price is at or below $9.53, and 1.1157 shares of Acuren common stock for each of their shares of NV5 common stock if the Closing Price is at or above $11.65. The cash portion of the acquisition will be funded by a fully committed $850 million term-loan facility and cash on hand. All of NV5's existing bank indebtedness will be repaid in connection with the closing of the transactions. The transactions are subject to approval by stockholders of both Acuren and NV5 and receipt of regulatory approvals and other customary closing conditions. In addition, the Merger Agreement provides for a 60-day 'go-shop' period for NV5. The transaction is expected to close in the second half of 2025. Advisors Jefferies LLC served as exclusive financial advisor to Acuren and is providing committed financing for the transaction; Greenberg Traurig P.A. served as legal counsel to Acuren. Roth Capital Partners acted as financial advisor to NV5. Loeb & Loeb LLP acted as legal counsel to NV5. Investor Call Details Acuren and NV5 will host a conference call today at 8:30 a.m. ET to discuss the merger as well as Acuren's first quarter 2025 results, separately announced today. Participants on the call will include Robbie Franklin (Co-Chairman of Acuren), Dickerson Wright (Executive Chairman and Founder of NV5), Tal Pizzey (CEO of Acuren), Ben Heraud (CEO of NV5) and Kristin Schultes, (CFO of Acuren). To listen to the call by telephone, please dial 877-407-0789 or 201-689-8562. You may also attend and view the presentation via webcast by accessing the following URL: About Acuren Acuren is a leading provider of critical asset integrity services. The company operates primarily in North America serving a broad range of industrial markets. It provides these essential and often compliance-mandated (often at customer locations) services in the industrial space and is focused on the recurring maintenance needs of its customers. The work Acuren does fits in the service category referred to as Testing, Inspection, Certification, and Compliance (TICC) including Nondestructive Testing (NDT) in the field and the laboratory and in-lab destructive testing capabilities. More information can be found at About NV5 NV5 Global, Inc. (NASDAQ: NVEE) is a leading provider of tech-enabled engineering, testing, inspection, and consulting solutions for the built environment. The Company specializes in engineering design, asset management, and geospatial data analytics to support infrastructure resilience and building systems performance throughout the entire asset lifecycle. NV5 operates out of more than 100 offices nationwide and abroad. For additional information, please visit the Company's website at Caution Concerning Forward-Looking Statements Certain statements in this press release concerning the Merger Agreement between NV5 and Acuren and the transactions contemplated thereby (the 'Transactions'), including any statements regarding the expected timetable for completing the Transactions, the results, effects, benefits and synergies of the Transactions, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding NV5's or Acuren's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are 'forward-looking' statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words 'anticipate,' 'believe,' 'ensure,' 'expect,' 'if,' 'intend,' 'estimate,' 'probable,' 'project,' 'forecasts,' 'predict,' 'outlook,' 'aim,' 'will,' 'could,' 'should,' 'would,' 'potential,' 'may,' 'might,' 'anticipate,' 'likely' 'plan,' 'positioned,' 'strategy,' and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding NV5's and Acuren's plans and expectations with respect to the Transactions and the anticipated impact of the Transactions on the combined company's results of operations, financial position, growth opportunities and competitive position. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that stockholders of NV5 may not approve the Merger Agreement or stockholders of Acuren may not approve the issuance of new shares of Acuren Common Stock in the Transactions; the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the Merger Agreement or that the Closing might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of NV5 and Acuren; the effects of the business combination of NV5 and Acuren, including the combined company's future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the transaction; the effects of commodity prices; risks related to the demand for Acuren and NV5's services; and the fact that operating costs and business disruption may be greater than expected following the public announcement or consummation of the Transactions. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, industry conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters. Additional factors that could cause results to differ materially from those described above can be found in NV5's Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1 thereto, which is on file with the SEC and available from NV5's website at under the 'Investor Relations' tab, and in other documents NV5 files with the SEC; and in Acuren's Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the SEC and available from Acuren' website at under the 'Investor Relations' tab, and in other documents Acuren files with the SEC. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither NV5 nor Acuren assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. Participants in the Merger Solicitation NV5, Acuren and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from NV5's stockholders and Acuren's stockholders in connection with the Transactions. Information regarding the executive officers and directors of Acuren is included in its Annual Report on Form 10-K filed with the SEC on March 27, 2025. Information regarding the executive officers and directors of NV5 is included in its amendment to its Annual Report on Form 10-K/A filed with the SEC on April 28, 2025. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the registration statement and other materials when they are filed with the SEC in connection with the Transactions. Free copies of these documents may be obtained as described in the paragraphs above. No Offer or Solicitation This press release does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Important Additional Information Regarding the Transaction Will Be Filed With the SEC In connection with the Transaction, Acuren will file a registration statement on Form S-4 (the 'Registration Statement') with the SEC, which will include a preliminary joint proxy statement/prospectus of Acuren and NV5. Information in the preliminary joint proxy statement/prospectus will not be complete and may be changed. After the registration statement is declared effective, each of Acuren and NV5 will mail the definitive joint proxy statement/prospectus relating to the transactions to their respective stockholders as of a record date to be established for voting on the transactions and related matters. Stockholders of Acuren and NV5 and other interested persons are encouraged to read, when available, the definitive joint proxy statement/prospectus as well as other documents filed or to be filed with the SEC because these documents will contain important information about Acuren, NV5 and the transactions. Once available, investors and security holders may also obtain a copy of the Registration Statement, including the preliminary or definitive joint proxy statement/prospectus, and other documents filed with the SEC by Acuren or NV5 without charge at the SEC's website ( Non-GAAP Financial Measures This press release contains Combined revenue and Combined Adjusted EBITDA which are non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The combined financial information of the Company and NV5 is not in accordance with GAAP and is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the periods presented, nor the impact of possible business model changes. Combined financial information consists of the mathematical addition of selected financial data of the Company and NV5. Such presentation is not in accordance with Article 11 of Regulation S-X and may differ from the pro forma presentation to be included in the Registration Statement and other materials when they are filed with the SEC in connection with the Transactions. No other adjustments are made to the combined presentation unless otherwise noted. However, we believe that for purposes of discussion and analysis, the combined financial information is useful for management and investors to assess the combined financial and operational performance. As used in this press release, EBITDA is defined as earnings before interest, taxes, depreciation and amortization and Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenue. Combined Adjusted EBITDA is defined as Adjusted EBITDA for NV5 and the Company for the periods presented. 1. The Acuren combined financial information for the year ended December 31, 2024 includes the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 to July 29, 2024 and Acuren Corporation (Successor) for the period from July 30, 2024 to December 31, 2024. The presentation of the combined financial information of the Predecessor and Successor periods is not in accordance with GAAP. Combined financial information consists of the mathematical addition of the Predecessor and Successor revenue. No other adjustments are made to the combined presentation. 2. The Acuren and NV5 combined financial information for the year ended December 31, 2024 includes the Acuren combined revenue and the NV5 reported revenue. The presentation of the combined financial information of Acuren and NV5 is not in accordance with GAAP. Combined financial information consists of the mathematical addition of the combined Acuren revenue and the NV5 revenue. No other adjustments are made to the combined presentation. Expand Acuren Successor period July 30 to December 31, 2024 2024 Net income (loss) $ (105,452 ) Benefit for income taxes (5,256 ) Interest expense, net 31,061 Depreciation and amortization expense 47,313 Acuren Predecessor period January 1 to July 29, 2024 Net income (loss) (15,703 ) Provision for income taxes 3,243 Interest expense, net 39,379 Depreciation and amortization expense 45,777 Acuren Adjustments - January 1 to December 31, 2024 Pre-ASP Acuren seller-related expenses and stock compensation (1) 29,477 One time non-cash equity charges (2) 69,821 Acquisition related transaction and integration expenses (3) 2,878 ASP Acuren transaction related expenses (4) 41,202 Non cash stock compensation expense (5) 2,152 Other non-recurring charges (6) 790 Adjusted EBITDA for the Acuren combined period January 1, 2024 through December 31, 2024 (7) $ 186,682 Adjusted EBITDA margin for the Acuren combined period from January 1, 2024 through December 31, 2024 (8) 17.0 % Expand 1. Adjustment to add back expenses related primarily to the previous owner's compensation, stock incentive plans and debt extinguishment costs. 2. Adjustment to add back the one time non cash stock compensation expenses for Founder Preferred Shares and independent director stock options for which the performance target was achieved when the acquisition of ASP Acuren occurred. 3. Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the acquisition of ASP Acuren. 4. Adjustment to add back the transaction related expenses for the ASP Acuren acquisition. 5. Adjustment to add back stock compensation expense. 6. Adjustment to add back other non-recurring charges including restructuring charges, IT development charges and certain gains, losses and balance adjustments. 7. The combined financial information for the year ended December 31, 2024 includes the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 to July 29, 2024 and Acuren Corporation (Successor) for the period from July 30, 2024 to December 31, 2024. The presentation of the combined financial information of the Predecessor and Successor periods is not in accordance with GAAP. Combined financial information consists of the mathematical addition of the Predecessor and Successor revenue. No other adjustments are made to the combined presentation. 8. The Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by combined revenues for the 2024 period and divided by revenues for the 2023 period. Expand NV5 Year ended December 28, 2024 Net income (loss) $ 27,979 Income tax benefit (1,726 ) Interest expense 17,181 Depreciation and amortization expense 66,611 Stock-based compensation 25,981 Acquisition-related costs (1) 7,458 NV5 Adjusted EBITDA 2024 $ 143,484 Expand 1. Acquisition-related costs include contingent consideration fair value adjustments Expand 1. NV5's fiscal year-end is December 28, 2024. 2. The presentation of the combined financial information of Acuren and NV5 is not in accordance with GAAP. Combined financial information consists of the mathematical addition of the combined Acuren revenue and the NV5 revenue. No other adjustments are made to the combined presentation. Expand
Yahoo
01-05-2025
- Business
- Yahoo
NV5 Global (NASDAQ:NVEE) Beats Q1 Sales Targets, Full-Year Outlook Slightly Exceeds Expectations
Infrastructure consulting firm NV5 Global (NASDAQ:NVEE) reported Q1 CY2025 results beating Wall Street's revenue expectations , with sales up 10.1% year on year to $234 million. The company's full-year revenue guidance of $1.04 billion at the midpoint came in 1% above analysts' estimates. Its non-GAAP profit of $0.17 per share was 8.9% below analysts' consensus estimates. Is now the time to buy NV5 Global? Find out in our full research report. Revenue: $234 million vs analyst estimates of $228.6 million (10.1% year-on-year growth, 2.4% beat) Adjusted EPS: $0.17 vs analyst expectations of $0.19 (8.9% miss) Adjusted EBITDA: $29.74 million vs analyst estimates of $29.44 million (12.7% margin, 1% beat) The company reconfirmed its revenue guidance for the full year of $1.04 billion at the midpoint Management reiterated its full-year Adjusted EPS guidance of $1.32 at the midpoint Operating Margin: 1.9%, in line with the same quarter last year Free Cash Flow Margin: 11.7%, up from 7.5% in the same quarter last year Market Capitalization: $1.21 billion The three acquisitions that we completed in the first quarter had minimal impact on our financial results for the quarter, but they position us for expansion in key geographies and accelerated organic growth. As a result of our strong first quarter performance, backlog, and pipeline of opportunities, we are reaffirming full-year 2025 guidance for revenue and earnings per share," said Ben Heraud, CEO of NV5. Operating from over 100 locations across the U.S. and internationally, NV5 Global (NASDAQ:NVEE) provides engineering, environmental, geospatial, and technical consulting services to public and private sector clients for infrastructure and building projects. Examining a company's long-term performance can provide clues about its quality. Any business can put up a good quarter or two, but many enduring ones grow for years. With $962.8 million in revenue over the past 12 months, NV5 Global is a small player in the business services space, which sometimes brings disadvantages compared to larger competitors benefiting from economies of scale and numerous distribution channels. On the bright side, it can grow faster because it has more room to expand. As you can see below, NV5 Global's sales grew at an impressive 10% compounded annual growth rate over the last five years. This shows it had high demand, a useful starting point for our analysis. Long-term growth is the most important, but within business services, a half-decade historical view may miss new innovations or demand cycles. NV5 Global's annualized revenue growth of 11% over the last two years is above its five-year trend, suggesting its demand was strong and recently accelerated. This quarter, NV5 Global reported year-on-year revenue growth of 10.1%, and its $234 million of revenue exceeded Wall Street's estimates by 2.4%. Looking ahead, sell-side analysts expect revenue to grow 7.6% over the next 12 months, a deceleration versus the last two years. Still, this projection is noteworthy and indicates the market sees success for its products and services. Software is eating the world and there is virtually no industry left that has been untouched by it. That drives increasing demand for tools helping software developers do their jobs, whether it be monitoring critical cloud infrastructure, integrating audio and video functionality, or ensuring smooth content streaming. Click here to access a free report on our 3 favorite stocks to play this generational megatrend. NV5 Global was profitable over the last five years but held back by its large cost base. Its average operating margin of 6.9% was weak for a business services business. Analyzing the trend in its profitability, NV5 Global's operating margin decreased by 2.5 percentage points over the last five years. This raises questions about the company's expense base because its revenue growth should have given it leverage on its fixed costs, resulting in better economies of scale and profitability. NV5 Global's performance was poor no matter how you look at it - it shows that costs were rising and it couldn't pass them onto its customers. This quarter, NV5 Global generated an operating profit margin of 1.9%, in line with the same quarter last year. This indicates the company's overall cost structure has been relatively stable. We track the long-term change in earnings per share (EPS) for the same reason as long-term revenue growth. Compared to revenue, however, EPS highlights whether a company's growth is profitable. NV5 Global's EPS grew at a decent 7.7% compounded annual growth rate over the last five years. However, this performance was lower than its 10% annualized revenue growth, telling us the company became less profitable on a per-share basis as it expanded. We can take a deeper look into NV5 Global's earnings to better understand the drivers of its performance. As we mentioned earlier, NV5 Global's operating margin was flat this quarter but declined by 2.5 percentage points over the last five years. Its share count also grew by 25.6%, meaning the company not only became less efficient with its operating expenses but also diluted its shareholders. In Q1, NV5 Global reported EPS at $0.17, in line with the same quarter last year. This print missed analysts' estimates, but we care more about long-term EPS growth than short-term movements. Over the next 12 months, Wall Street expects NV5 Global's full-year EPS of $1.18 to grow 12.7%. It was encouraging to see NV5 Global beat analysts' revenue expectations this quarter. We were also happy its full-year EPS guidance outperformed Wall Street's estimates. On the other hand, its EPS missed significantly. Overall, this was a mixed quarter. The stock remained flat at $18.43 immediately following the results. So do we think NV5 Global is an attractive buy at the current price? If you're making that decision, you should consider the bigger picture of valuation, business qualities, as well as the latest earnings. We cover that in our actionable full research report which you can read here, it's free. Sign in to access your portfolio
