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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.
Business Wire
15-05-2025
- Business
- Business Wire
Acuren Corporation Announces Results for the First Quarter 2025
TOMBALL, Texas--(BUSINESS WIRE)--Acuren Corporation (NYSE American: TIC) ('Acuren' or the 'Company'), a leading provider of critical asset integrity services, today reported its financial results for the three months ended March 31, 2025. The presentation of our operating results reflects the Company's acquisition of ASP Acuren Holdings, Inc. ('ASP Acuren' or the 'ASP Acuren Acquisition'). The period from January 1, 2025 through March 31, 2025, is referred to as the 'Successor' period and the period from January 1, 2024 through March 31, 2024 is referred to as the 'Predecessor' period. Tal Pizzey, CEO of Acuren stated: 'We delivered 7.2% organic growth in the quarter, highlighting the resilience of the recurring nature of our revenues even in a cautious economic environment. We also delivered solid free cash flow, further solidified our balance sheet with the repricing of our debt, and continued to realize benefits from recent successful acquisitions. First quarter margins reflect a higher contribution from our run and maintain site work which is highly recurring in nature with lower margins than our overall mix. We remain focused on organic growth and pricing discipline, which is underscored by our unchanged full year outlook. Through differentiated services, a customer-first mindset, and operational efficiency, we believe we are well-positioned to unlock long-term shareholder value.' First Quarter 2025 Highlights Successor Revenue of $234.2 million represents a 5.0% increase compared to $223.1 million of Predecessor Revenue in the prior Predecessor quarter. The increase is driven primarily by strong organic performance, including higher run and maintain revenue and service line expansion. Successor Net Loss of $25.9 million compared to Predecessor Net Loss of $1.3 million in the prior Predecessor quarter. The Successor Net Loss for the 2025 quarter includes increased depreciation and amortization related to the ASP Acuren Acquisition, a valuation allowance on a deferred tax asset, and planned public company and business transformation costs. Successor Adjusted EBITDA of $25.9 million compared to $35.5 million in the prior Predecessor quarter. Successor Adjusted EBITDA margin of 11.0%, compared to 15.9% in the prior Predecessor quarter. The decreases are primarily attributable to planned public company costs in the Successor quarter, along with certain high margin, discreet activities in the prior Predecessor quarter partially offset by a higher contribution to revenue from our run and maintain customer sites in the Successor quarter. Robert A.E. Franklin, Co-Chairman of Acuren commented: 'Acuren's start to 2025 demonstrates the company's operational discipline and resilience. Our strong cash flow generation highlights the fundamental strength of our business model, while our robust balance sheet gives us the flexibility to pursue value-enhancing initiatives while maintaining our commitment to financial discipline. As we move forward, we remain focused on delivering sustainable growth, expanding margins, and continuing to build a premier testing, inspection, certification and compliance organization.' Capital Resources and Liquidity At March 31, 2025, the Company had total liquidity of $224.9 million, including cash and cash equivalents of $155.7 million plus undrawn capacity on the Company's $75.0 million revolving credit facility. Total term loan debt was $752.4 million, net of debt issuance costs at quarter end. At March 31, 2025, the Company's basic and diluted shares of common stock outstanding were 121,476,215 and 122,476,215, respectively. Guidance Acuren reiterates its full-year 2025 expectation for revenue growth to be in the low-to-mid-single digit percent range as compared to full year 2024. Merger with NV5 In a separate press release issued today, Acuren and NV5 Global, Inc. (Nasdaq: NVEE) ('NV5') announced that they have entered into a definitive agreement to combine the two companies. Webcast and Conference Call Acuren will hold a webcast/dial-in conference call to discuss its financial results at 8:30 a.m. ET (7:30 a.m. CT) on Thursday, May 15, 2025. Participants on the call will include Talman Pizzey, Chief Executive Officer; Kristin Schultes, Chief Financial Officer and Robert A.E. Franklin, Co-Chairman. 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: A replay of the call will be available shortly after completion of the live call/webcast via the webcast link above. About Acuren Corporation 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 Forward-Looking Statements In this press release the Company may discuss events or results that have not yet occurred or been realized, commonly referred to as forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Acuren Corporation ('Acuren' or the 'Company'). Such discussion and statements may contain words such as 'expect,' 'anticipate,' 'will,' 'should,' 'believe,' 'intend,' 'plan,' 'estimate,' 'predict,' 'seek,' 'continue,' 'pro forma' 'outlook,' 'may,' 'might,' 'should,' 'can have,' 'have,' 'likely,' 'potential,' 'target,' 'indicative,' 'illustrative,' and variations of such words and similar expressions, and relate in this press release, without limitation, to statements, beliefs, projections and expectations about future events, including, among other things, the Company's (i) ability to deliver its long-term shareholder value and sustainable growth and expand margins, (ii) ability to build a premier testing, inspection, certification and compliance organization and create value for all stakeholders, (iii) strong balance sheet, pricing discipline, and organic growth, (iv) 2025 full year guidance for revenue growth and Adjusted EBITDA, and (v) expectations regarding the impact of tariffs. Such statements are based on the Company's expectations, intentions and projections regarding the Company's future performance, anticipated events or trends and other matters that are not historical facts. 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 we 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 our services or for the products and services of our customers; (iv) the fact that our 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) our ability to successfully acquire other businesses, successfully integrate acquired businesses into our operations and manage the risks and potential liabilities associated with those acquisitions; (vi) our ability to compete successfully in the industries and markets we serve; (vii) our 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 we use in our business and for which we bear the risk of such increases; (ix) the inherently dangerous nature of the services we provide and the risks of potential liability; (x) the seasonality of our business and the impact of weather conditions; (xi) our 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; and (xiii) our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness. For a detailed discussion of cautionary statements and risks that may affect the Company's future results of operations and financial results, please refer to the Company's filings with the SEC, including, but not limited to, the risk factors in the Company'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. Forward-looking statements included in this press release speak only as of the date hereof and, except as required by applicable law, the Company 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. Non-GAAP Financial Measures This press release contains Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Organic Change in Service Revenue, and Adjusted Selling, General and Administrative ('SG&A') expenses which are non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. As used in this press release, Adjusted Gross Profit is defined as Gross Profit less depreciation expense included in cost of revenue for the periods presented. Adjusted Gross Profit Margin is defined as Gross Profit divided by Revenue. EBITDA is defined as earnings before interest, taxes, depreciation and amortization for the periods presented and Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items for the periods presented. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenue. Adjusted SG&A is defined as SG&A less depreciation and amortization and the impact of certain non-cash and other specifically identified items for the periods presented. Organic change in service revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions, divestitures, and the impact of changes due to foreign currency translation. The Company uses these non-GAAP financial measures and additional financial information both in explaining its results to shareholders and the investment community and in its internal evaluation and management of its businesses. The Company's management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures (a) permit investors to view the Company's performance using the same tools that management uses to evaluate the Company's past performance, reportable business segments and prospects for future performance, (b) permit investors to compare the Company with its peers, (c) determines certain elements of management's incentive compensation, and (d) provide consistent period-to-period comparisons of the results. While the Company believes these non-GAAP measures are useful in evaluating the Company's performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-GAAP financial measures is included later in this press release. Acuren Corporation Consolidated Statements of Operations and Comprehensive Income (Loss) (amounts in thousands, except share and per share data) (Unaudited) Three Months Ended March 31, Successor Predecessor 2025 2024 Service revenue $ 234,215 $ 223,062 Cost of revenue 190,546 167,214 Gross profit 43,669 55,848 Selling, general and administrative expenses 52,458 41,854 Transaction costs 651 — Income (loss) from operations (9,440 ) 13,994 Interest expense, net 16,007 15,982 Other income, net (1,119 ) (7 ) Loss before provision for income taxes (24,328 ) (1,981 ) Provision (benefit) for income taxes 1,465 (710 ) Net loss (25,793 ) (1,271 ) Other comprehensive income (loss): Foreign currency translation adjustments 2,561 (9,578 ) Total other comprehensive income (loss) 2,561 (9,578 ) Total comprehensive loss ($ 23,232 ) ($ 10,849 ) Net loss per share: Basic loss per Common Share and Series A Preferred Share ($ 0.21 ) — Diluted loss per Common Share and Series A Preferred Share ($ 0.21 ) — Basic loss per Common Share — ($ 0.25 ) Diluted loss per Common Share — ($ 0.25 ) Weighted average shares outstanding: Common Stock outstanding, basic 121,476,215 5,024,802 Common Stock outstanding, diluted 122,476,215 5,024,802 Series A Preferred Stock outstanding, basic and diluted 1,000,000 — Expand Acuren Corporation Condensed Consolidated Statements of Cash Flows (amounts in thousands) (Unaudited) Three Months Ended March 31, Successor Predecessor 2025 2024 Cash flows from operating activities: Net loss ($25,793 ) ($1,271 ) Adjustments to reconcile net loss to net cash provided by operating activities: Provision (benefit) for credit losses (687 ) (265 ) Depreciation and amortization 28,599 19,093 Noncash lease expense 2,491 2,418 Share-based compensation expense 1,107 897 Amortization of deferred financing costs 828 1,022 Fair value adjustments on interest rate derivatives — 2,089 Deferred income taxes (4,320 ) 2,251 Other (212 ) (150 ) Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable 31,859 5,327 Prepaid expenses and other current assets 4,306 2,031 Accounts payable 3,433 (10,029 ) Accrued expenses and other current liabilities (5,921 ) 3,525 Operating lease obligations (2,352 ) (2,468 ) Other assets and liabilities (546 ) (3,548 ) Net cash provided by operating activities 32,792 20,922 Cash flows from investing activities: Purchases of property, plant and equipment (4,476 ) (5,544 ) Proceeds from sale of property, plant and equipment 293 277 Acquisition of businesses, net of cash acquired (8,030 ) (29,094 ) Net cash used in investing activities (12,213 ) (34,361 ) Cash flows from financing activities: Borrowings under long-term debt — 20,000 Repayments of long-term debt (1,932 ) — Payments of debt issuance costs (1,165 ) (1,820 ) Principal payments on finance lease obligations (2,508 ) (2,479 ) Net cash provided by (used in) financing activities (5,605 ) 15,701 Net effect of exchange rate fluctuations on cash and cash equivalents 1,631 549 Net change in cash and cash equivalents 16,605 2,811 Cash and cash equivalents Beginning of period 139,134 87,061 End of period $ 155,739 $ 89,872 Expand Acuren Corporation (amounts in thousands) (Unaudited) Three Months Ended March 31, Successor 2025 Predecessor 2024 Gross profit 43,669 55,848 Depreciation expense included in cost of revenue 15,362 9,061 Adjusted gross profit 59,031 64,909 Adjusted gross margin percentage (1) 25.2 % 29.1 % Expand 1. The Adjusted Gross margin percentage is calculated as Adjusted Gross profit divided by revenues for the applicable period Expand Acuren Corporation Reconciliation of Adjusted EBITDA to Net Income (Loss) (amounts in thousands) (Unaudited) Three Months Ended March 31, Successor Predecessor Net loss $ (25,793 ) $ (1,271 ) Provision (benefit) for income taxes 1,465 (710 ) Interest expense, net 16,007 15,982 Depreciation and amortization expense 28,599 19,093 Adjustments Predecessor seller-related expenses and stock compensation (1) — 1,744 Acquisition related transaction and integration expenses (2) 858 134 ASP Acuren transaction related expenses (3) 467 — Public company business transformation costs (4) 2,650 — Non cash stock compensation expense (5) 1,108 — Other non-recurring charges (6) 491 537 Adjusted EBITDA 25,852 35,509 Adjusted EBITDA margin (7) 11.0 % 15.9 % Expand 1. Adjustment to add back expenses related primarily to the previous owner's compensation and stock incentive plans. 2. Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the acquisition of ASP Acuren. 3. Adjustment to add back the transaction related expenses for the ASP Acuren Acquisition. 4. Adjustment to reflect the elimination of non-recurring costs related to public company business transformation. 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 Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenues for the applicable period. Expand 1. Represents the effect of foreign currency on reported net revenues, calculated as the difference between reported net revenues and net revenues at fixed currencies for both periods. Fixed currency amounts are based on translation into U.S. Dollars at fixed foreign currency exchange rates established by management. 2. Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency rates for both periods. 3. Adjustment to exclude service revenue from material acquisitions from their respective dates of acquisition until the first year anniversary from date of acquisition. Expand 1. Adjustment to add back expenses related primarily to the previous owner's compensation and stock incentive plans. 2. Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the acquisition of ASP Acuren. 3. Adjustment to add back the transaction related expenses for the ASP Acuren Acquisition. 4. Adjustment to reflect the elimination of non-recurring costs related to public company business transformation. 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. Expand Acuren Corporation 2024 Interim Financial Information (amounts in thousands) (Unaudited) Predecessor Predecessor Predecessor Successor Successor Three months ended March 31, 2024 Three months ended June 30, 2024 One month ended July 30, 2024 Two months ended September 30, 2024 Three months ended December 31, 2024 Net income (loss) $ (1,271 ) $ (5,450 ) $ (8,983 ) $ (89,824 ) $ (15,628 ) Provision (benefit) for income taxes (710 ) 7,909 (3,956 ) (2,097 ) (3,159 ) Interest expense, net 15,982 17,569 5,828 13,336 17,725 Depreciation and amortization expense 19,093 19,670 7,014 20,431 26,882 Adjustments Predecessor seller-related expenses and stock compensation (1) 1,744 17,925 9,809 — — One time non-cash equity charges (2) — — — 69,821 — Acquisition related transaction and integration expenses (3) 134 1,918 797 (565 ) 594 ASP Acuren transaction related expenses (4) — — 5,204 24,554 11,444 Non cash stock compensation expense (5) — — — 336 1,817 Other non-recurring charges (6) 537 (430 ) 539 (926 ) 1,070 Adjusted EBITDA 35,509 59,111 16,252 35,066 40,745 Expand 1. Adjustment to add back expenses related primarily to the previous owner's compensation and stock incentive plans. 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. Expand
Yahoo
15-05-2025
- Business
- Yahoo
Acuren Corporation Announces Results for the First Quarter 2025
- Revenue of $234.2 million, up 5.0% driven by deeper service line penetration with recurring customers and market share gains - - Reiterates 2025 outlook - TOMBALL, Texas, May 15, 2025--(BUSINESS WIRE)--Acuren Corporation (NYSE American: TIC) ("Acuren" or the "Company"), a leading provider of critical asset integrity services, today reported its financial results for the three months ended March 31, 2025. The presentation of our operating results reflects the Company's acquisition of ASP Acuren Holdings, Inc. ("ASP Acuren" or the "ASP Acuren Acquisition"). The period from January 1, 2025 through March 31, 2025, is referred to as the "Successor" period and the period from January 1, 2024 through March 31, 2024 is referred to as the "Predecessor" period. Tal Pizzey, CEO of Acuren stated: "We delivered 7.2% organic growth in the quarter, highlighting the resilience of the recurring nature of our revenues even in a cautious economic environment. We also delivered solid free cash flow, further solidified our balance sheet with the repricing of our debt, and continued to realize benefits from recent successful acquisitions. First quarter margins reflect a higher contribution from our run and maintain site work which is highly recurring in nature with lower margins than our overall mix. We remain focused on organic growth and pricing discipline, which is underscored by our unchanged full year outlook. Through differentiated services, a customer-first mindset, and operational efficiency, we believe we are well-positioned to unlock long-term shareholder value." First Quarter 2025 Highlights Successor Revenue of $234.2 million represents a 5.0% increase compared to $223.1 million of Predecessor Revenue in the prior Predecessor quarter. The increase is driven primarily by strong organic performance, including higher run and maintain revenue and service line expansion. Successor Net Loss of $25.9 million compared to Predecessor Net Loss of $1.3 million in the prior Predecessor quarter. The Successor Net Loss for the 2025 quarter includes increased depreciation and amortization related to the ASP Acuren Acquisition, a valuation allowance on a deferred tax asset, and planned public company and business transformation costs. Successor Adjusted EBITDA of $25.9 million compared to $35.5 million in the prior Predecessor quarter. Successor Adjusted EBITDA margin of 11.0%, compared to 15.9% in the prior Predecessor quarter. The decreases are primarily attributable to planned public company costs in the Successor quarter, along with certain high margin, discreet activities in the prior Predecessor quarter partially offset by a higher contribution to revenue from our run and maintain customer sites in the Successor quarter. Robert A.E. Franklin, Co-Chairman of Acuren commented: "Acuren's start to 2025 demonstrates the company's operational discipline and resilience. Our strong cash flow generation highlights the fundamental strength of our business model, while our robust balance sheet gives us the flexibility to pursue value-enhancing initiatives while maintaining our commitment to financial discipline. As we move forward, we remain focused on delivering sustainable growth, expanding margins, and continuing to build a premier testing, inspection, certification and compliance organization." Capital Resources and Liquidity At March 31, 2025, the Company had total liquidity of $224.9 million, including cash and cash equivalents of $155.7 million plus undrawn capacity on the Company's $75.0 million revolving credit facility. Total term loan debt was $752.4 million, net of debt issuance costs at quarter end. At March 31, 2025, the Company's basic and diluted shares of common stock outstanding were 121,476,215 and 122,476,215, respectively. Guidance Acuren reiterates its full-year 2025 expectation for revenue growth to be in the low-to-mid-single digit percent range as compared to full year 2024. Merger with NV5 In a separate press release issued today, Acuren and NV5 Global, Inc. (Nasdaq: NVEE) ("NV5") announced that they have entered into a definitive agreement to combine the two companies. Webcast and Conference Call Acuren will hold a webcast/dial-in conference call to discuss its financial results at 8:30 a.m. ET (7:30 a.m. CT) on Thursday, May 15, 2025. Participants on the call will include Talman Pizzey, Chief Executive Officer; Kristin Schultes, Chief Financial Officer and Robert A.E. Franklin, Co-Chairman. 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: A replay of the call will be available shortly after completion of the live call/webcast via the webcast link above. About Acuren Corporation 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 Forward-Looking Statements In this press release the Company may discuss events or results that have not yet occurred or been realized, commonly referred to as forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Acuren Corporation ("Acuren" or the "Company"). Such discussion and statements may contain words such as "expect," "anticipate," "will," "should," "believe," "intend," "plan," "estimate," "predict," "seek," "continue," "pro forma" "outlook," "may," "might," "should," "can have," "have," "likely," "potential," "target," "indicative," "illustrative," and variations of such words and similar expressions, and relate in this press release, without limitation, to statements, beliefs, projections and expectations about future events, including, among other things, the Company's (i) ability to deliver its long-term shareholder value and sustainable growth and expand margins, (ii) ability to build a premier testing, inspection, certification and compliance organization and create value for all stakeholders, (iii) strong balance sheet, pricing discipline, and organic growth, (iv) 2025 full year guidance for revenue growth and Adjusted EBITDA, and (v) expectations regarding the impact of tariffs. Such statements are based on the Company's expectations, intentions and projections regarding the Company's future performance, anticipated events or trends and other matters that are not historical facts. 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 we 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 our services or for the products and services of our customers; (iv) the fact that our 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) our ability to successfully acquire other businesses, successfully integrate acquired businesses into our operations and manage the risks and potential liabilities associated with those acquisitions; (vi) our ability to compete successfully in the industries and markets we serve; (vii) our 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 we use in our business and for which we bear the risk of such increases; (ix) the inherently dangerous nature of the services we provide and the risks of potential liability; (x) the seasonality of our business and the impact of weather conditions; (xi) our 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; and (xiii) our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness. For a detailed discussion of cautionary statements and risks that may affect the Company's future results of operations and financial results, please refer to the Company's filings with the SEC, including, but not limited to, the risk factors in the Company'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. Forward-looking statements included in this press release speak only as of the date hereof and, except as required by applicable law, the Company 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. Non-GAAP Financial Measures This press release contains Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Organic Change in Service Revenue, and Adjusted Selling, General and Administrative ("SG&A") expenses which are non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. As used in this press release, Adjusted Gross Profit is defined as Gross Profit less depreciation expense included in cost of revenue for the periods presented. Adjusted Gross Profit Margin is defined as Gross Profit divided by Revenue. EBITDA is defined as earnings before interest, taxes, depreciation and amortization for the periods presented and Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items for the periods presented. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenue. Adjusted SG&A is defined as SG&A less depreciation and amortization and the impact of certain non-cash and other specifically identified items for the periods presented. Organic change in service revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions, divestitures, and the impact of changes due to foreign currency translation. The Company uses these non-GAAP financial measures and additional financial information both in explaining its results to shareholders and the investment community and in its internal evaluation and management of its businesses. The Company's management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures (a) permit investors to view the Company's performance using the same tools that management uses to evaluate the Company's past performance, reportable business segments and prospects for future performance, (b) permit investors to compare the Company with its peers, (c) determines certain elements of management's incentive compensation, and (d) provide consistent period-to-period comparisons of the results. While the Company believes these non-GAAP measures are useful in evaluating the Company's performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-GAAP financial measures is included later in this press release. Acuren Corporation Consolidated Balance Sheets (amounts in thousands, except share and per share data) (Unaudited) Successor March 31,2025 December 31,2024 Assets Current assets Cash and cash equivalents $ 155,739 $ 139,134 Accounts receivable, net 206,652 236,520 Prepaid expenses and other current assets 14,276 18,582 Total current assets 376,667 394,236 Property, plant and equipment, net 183,473 189,233 Operating lease right-of-use assets, net 30,515 30,001 Goodwill 848,977 845,939 Intangible assets, net 733,057 740,657 Deferred income tax asset 765 765 Other assets 6,826 6,908 Total assets 2,180,280 2,207,739 Liabilities and Stockholders' Equity Current liabilities Accounts payable $ 20,786 $ 13,877 Accrued expenses and other current liabilities 61,804 67,676 Current portion of debt 7,731 7,750 Current portion of lease obligations 17,607 17,028 Total current liabilities 107,928 106,331 Debt, net of current portion 744,706 747,048 Non-current lease obligations 39,541 40,753 Deferred income tax liabilities 146,431 150,672 Other liabilities 12,627 11,763 Total liabilities 1,051,233 1,056,567 Commitments and contingencies Stockholders' Equity Series A Preferred Stock, $0.0001 par value, 1,000,000 shares issued and outstanding — — Common Stock, $0.0001 par value, 121,476,215 shares issued and outstanding at March 31, 2025 and December 31, 2024 12 12 Additional paid-in capital 1,294,745 1,293,638 Accumulated deficit (132,782 ) (106,989 ) Accumulated other comprehensive loss (32,928 ) (35,489 ) Total stockholders' equity 1,129,047 1,151,172 Total liabilities and stockholders' equity $ 2,180,280 $ 2,207,739 Acuren Corporation Consolidated Statements of Operations and Comprehensive Income (Loss) (amounts in thousands, except share and per share data) (Unaudited) Three Months Ended March 31, Successor Predecessor 2025 2024 Service revenue $ 234,215 $ 223,062 Cost of revenue 190,546 167,214 Gross profit 43,669 55,848 Selling, general and administrative expenses 52,458 41,854 Transaction costs 651 — Income (loss) from operations (9,440 ) 13,994 Interest expense, net 16,007 15,982 Other income, net (1,119 ) (7 ) Loss before provision for income taxes (24,328 ) (1,981 ) Provision (benefit) for income taxes 1,465 (710 ) Net loss (25,793 ) (1,271 ) Other comprehensive income (loss): Foreign currency translation adjustments 2,561 (9,578 ) Total other comprehensive income (loss) 2,561 (9,578 ) Total comprehensive loss ($ 23,232 ) ($ 10,849 ) Net loss per share: Basic loss per Common Share and Series A Preferred Share ($ 0.21 ) — Diluted loss per Common Share and Series A Preferred Share ($ 0.21 ) — Basic loss per Common Share — ($ 0.25 ) Diluted loss per Common Share — ($ 0.25 ) Weighted average shares outstanding: Common Stock outstanding, basic 121,476,215 5,024,802 Common Stock outstanding, diluted 122,476,215 5,024,802 Series A Preferred Stock outstanding, basic and diluted 1,000,000 — Acuren Corporation Condensed Consolidated Statements of Cash Flows (amounts in thousands) (Unaudited) Three Months Ended March 31, Successor Predecessor 2025 2024 Cash flows from operating activities: Net loss ($25,793 ) ($1,271 ) Adjustments to reconcile net loss to net cash provided by operating activities: Provision (benefit) for credit losses (687 ) (265 ) Depreciation and amortization 28,599 19,093 Noncash lease expense 2,491 2,418 Share-based compensation expense 1,107 897 Amortization of deferred financing costs 828 1,022 Fair value adjustments on interest rate derivatives — 2,089 Deferred income taxes (4,320 ) 2,251 Other (212 ) (150 ) Changes in operating assets and liabilities, net of effects of acquisitions: Accounts receivable 31,859 5,327 Prepaid expenses and other current assets 4,306 2,031 Accounts payable 3,433 (10,029 ) Accrued expenses and other current liabilities (5,921 ) 3,525 Operating lease obligations (2,352 ) (2,468 ) Other assets and liabilities (546 ) (3,548 ) Net cash provided by operating activities 32,792 20,922 Cash flows from investing activities: Purchases of property, plant and equipment (4,476 ) (5,544 ) Proceeds from sale of property, plant and equipment 293 277 Acquisition of businesses, net of cash acquired (8,030 ) (29,094 ) Net cash used in investing activities (12,213 ) (34,361 ) Cash flows from financing activities: Borrowings under long-term debt — 20,000 Repayments of long-term debt (1,932 ) — Payments of debt issuance costs (1,165 ) (1,820 ) Principal payments on finance lease obligations (2,508 ) (2,479 ) Net cash provided by (used in) financing activities (5,605 ) 15,701 Net effect of exchange rate fluctuations on cash and cash equivalents 1,631 549 Net change in cash and cash equivalents 16,605 2,811 Cash and cash equivalents Beginning of period 139,134 87,061 End of period $ 155,739 $ 89,872 Acuren Corporation Reconciliation of Adjusted Gross Profit and Gross Margin Percentage (amounts in thousands) (Unaudited) Three Months Ended March 31, Successor 2025 Predecessor 2024 Gross profit 43,669 55,848 Depreciation expense included in cost of revenue 15,362 9,061 Adjusted gross profit 59,031 64,909 Adjusted gross margin percentage (1) 25.2 % 29.1 % 1. The Adjusted Gross margin percentage is calculated as Adjusted Gross profit divided by revenues for the applicable period Acuren Corporation Reconciliation of Adjusted EBITDA to Net Income (Loss) (amounts in thousands) (Unaudited) Three Months Ended March 31, Successor Predecessor Net loss $ (25,793 ) $ (1,271 ) Provision (benefit) for income taxes 1,465 (710 ) Interest expense, net 16,007 15,982 Depreciation and amortization expense 28,599 19,093 Adjustments Predecessor seller-related expenses and stock compensation(1) — 1,744 Acquisition related transaction and integration expenses(2) 858 134 ASP Acuren transaction related expenses(3) 467 — Public company business transformation costs(4) 2,650 — Non cash stock compensation expense(5) 1,108 — Other non-recurring charges(6) 491 537 Adjusted EBITDA 25,852 35,509 Adjusted EBITDA margin(7) 11.0 % 15.9 % 1. Adjustment to add back expenses related primarily to the previous owner's compensation and stock incentive plans. 2. Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the acquisition of ASP Acuren. 3. Adjustment to add back the transaction related expenses for the ASP Acuren Acquisition. 4. Adjustment to reflect the elimination of non-recurring costs related to public company business transformation. 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 Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenues for the applicable period. Acuren Corporation Organic Change in Service Revenues (amounts in thousands) (Unaudited) Successor three months ended March 31, 2025 Servicerevenuechange (asreported) Foreigncurrencytranslation(1) Servicerevenuechange (fixedcurrency)(2) Acquisitions(3) Organicchange inservicerevenue Consolidated 5.0 % (2.5 )% 7.5 % 0.3 % 7.2 % 1. Represents the effect of foreign currency on reported net revenues, calculated as the difference between reported net revenues and net revenues at fixed currencies for both periods. Fixed currency amounts are based on translation into U.S. Dollars at fixed foreign currency exchange rates established by management. 2. Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency rates for both periods. 3. Adjustment to exclude service revenue from material acquisitions from their respective dates of acquisition until the first year anniversary from date of acquisition. Acuren Corporation Reconciliation of Adjusted SG&A Expenses (amounts in thousands) (Unaudited) Three Months Ended March 31, Successor 2025 Predecessor 2024 SG&A expenses $ 52,458 $ 41,854 Adjustments Amortization of intangible assets (13,002 ) (9,900 ) Depreciation expense (235 ) (132 ) Predecessor seller-related expenses and stock compensation(1) — (1,744 ) Acquisition related transaction and integration expenses(2) (1,369 ) (134 ) ASP Acuren transaction related expenses(3) (467 ) — Public company business transformation costs(4) (2,536 ) — Non cash stock compensation expense(5) (1,108 ) — Other non-recurring charges(6) (491 ) (686 ) Adjusted SG&A expenses $ 33,250 $ 29,258 Adjusted SG&A as a % of service revenue 14 % 13 % 1. Adjustment to add back expenses related primarily to the previous owner's compensation and stock incentive plans. 2. Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the acquisition of ASP Acuren. 3. Adjustment to add back the transaction related expenses for the ASP Acuren Acquisition. 4. Adjustment to reflect the elimination of non-recurring costs related to public company business transformation. 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. Acuren Corporation 2024 Interim Financial Information (amounts in thousands) (Unaudited) Predecessor Predecessor Predecessor Successor Successor Three monthsended March 31,2024 Three monthsended June 30,2024 One monthendedJuly 30, 2024 Two monthsended September30, 2024 Three monthsended December31, 2024 Net income (loss) $ (1,271 ) $ (5,450 ) $ (8,983 ) $ (89,824 ) $ (15,628 ) Provision (benefit) for income taxes (710 ) 7,909 (3,956 ) (2,097 ) (3,159 ) Interest expense, net 15,982 17,569 5,828 13,336 17,725 Depreciation and amortization expense 19,093 19,670 7,014 20,431 26,882 Adjustments Predecessor seller-related expenses and stock compensation(1) 1,744 17,925 9,809 — — One time non-cash equity charges(2) — — — 69,821 — Acquisition related transaction and integration expenses(3) 134 1,918 797 (565 ) 594 ASP Acuren transaction related expenses(4) — — 5,204 24,554 11,444 Non cash stock compensation expense(5) — — — 336 1,817 Other non-recurring charges(6) 537 (430 ) 539 (926 ) 1,070 Adjusted EBITDA 35,509 59,111 16,252 35,066 40,745 1. Adjustment to add back expenses related primarily to the previous owner's compensation and stock incentive plans. 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. 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