Acuren Corporation Reports Results for the Second Quarter 2025
- Delivered revenue of
- Completed merger with NV5, positioning the Company as a market-leading provider of TICC and engineering services -
On
“The successful completion of our merger with NV5 marks a transformative milestone for
The presentation of our operating results reflects the Company’s acquisition of
Second Quarter 2025 Highlights
-
Successor revenue of
$313.9 million compared to Predecessor revenue of$309.3 million in the prior year period, reflecting organic growth of 2.0% in Q2 and 4.6% in the first half of 2025. Growth was driven by new customer wins, increased penetration with existing customers, and strong callout volumes. -
Successor net loss of
$0.2 million compared to Predecessor net loss of$5.5 million in the prior year period. The year-over-year improvement reflects the absence of prior-year seller-related stock compensation and transaction expenses, as well as lower interest expense, partially offset by current-period business transformation costs. -
Successor Adjusted EBITDA of
$54.6 million compared to Predecessor Adjusted EBITDA of$59.1 million in the prior year period. Adjusted EBITDA margin was 17.4% compared to 19.1% in the prior year period. The year-over-year margin change reflects a more normalized business mix and the addition of incremental public company costs.
“The successful combination with NV5 has established a differentiated market leader with significant operational and financial advantages. As we begin integrating our complementary service portfolios and expanding our geographic reach, we see substantial opportunities for cross-selling and further optimization of our corporate structure and cost base. With our strengthened recurring revenue foundation and diverse exposure across infrastructure, energy, utilities, and government sectors, we are focused on generating robust free cash flow and on achieving optimal capital structure metrics. This transaction has delivered the successful union of two organizations committed to technical excellence and innovation, establishing our foundation for accelerated growth and enhanced stakeholder value creation.”
Capital Resources and Liquidity
As of
Merger with NV5
On
In connection with the transaction,
Guidance
In connection with the recently completed NV5 acquisition, the Company is actively reviewing and updating its financial outlook to reflect the combined business.
Webcast and Conference Call
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A replay of the call will be available shortly after completion of the live call/webcast via the webcast link above.
About
For more information, please visit www.acuren.com.
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) (iii) NV5 cross-selling opportunities and long-term growth, (iv) value creation, benefits and synergies of the combination with NV5, (v) its ability to maintain strong profitability levels, (vi) its net leverage ratio and free cash flow,(vii) its strategic plans, (viii) its success in the remainder of 2025 and beyond, (ix) consolidated guidance, and (x) its integration 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
All forward-looking statements speak only as of the date they are made and are based on information available at that time.
Non-GAAP Financial Measures
This press release contains Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted EBITDA Margin, Organic Change In Service Revenue, and Adjusted Selling, General and Administrative (“SG&A”) Expenses which are non-
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 Margin is defined as Gross Profit divided by service 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 service revenue. Organic Change In Service Revenue provides a consistent basis for a year-over-year comparison in service revenue as it excludes the impacts of material acquisitions, divestitures, and the impact of changes due to foreign currency translation. Adjusted SG&A is defined as SG&A Expense less depreciation and amortization and the impact of certain non-cash and other specifically identified items for the periods presented.
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.
Condensed Consolidated Balance Sheets (amounts in thousands) (Unaudited) |
|||||
|
|||||
|
Successor |
||||
|
|
|
|
||
Assets |
|
|
|
||
Current assets |
|
|
|
||
Cash and cash equivalents |
$ |
130,056 |
|
$ |
139,134 |
Accounts receivable, net |
|
257,646 |
|
|
236,520 |
Prepaid expenses and other current assets |
|
11,441 |
|
|
18,582 |
Total current assets |
|
399,143 |
|
|
394,236 |
Property and equipment, net |
|
185,675 |
|
|
189,233 |
Operating lease right-of-use assets, net |
|
30,724 |
|
|
30,001 |
|
|
876,790 |
|
|
845,939 |
Intangible assets, net |
|
742,092 |
|
|
740,657 |
Deferred tax assets |
|
806 |
|
|
765 |
Other assets |
|
7,128 |
|
|
6,908 |
Total assets |
|
2,242,358 |
|
|
2,207,739 |
Liabilities and Stockholders' Equity |
|
|
|
||
Current liabilities |
|
|
|
||
Accounts payable |
$ |
18,429 |
|
$ |
13,877 |
Accrued expenses and other current liabilities |
|
73,704 |
|
|
67,676 |
Current portion of long-term debt |
|
7,731 |
|
|
7,750 |
Current portion of lease obligations |
|
19,326 |
|
|
17,028 |
Total current liabilities |
|
119,190 |
|
|
106,331 |
Long-term debt, net of current portion |
|
743,532 |
|
|
747,048 |
Non-current lease obligations |
|
42,630 |
|
|
40,753 |
Deferred tax liabilities |
|
144,830 |
|
|
150,672 |
Other noncurrent liabilities |
|
13,113 |
|
|
11,763 |
Total liabilities |
|
1,063,295 |
|
|
1,056,567 |
Total stockholders' equity |
|
1,179,063 |
|
|
1,151,172 |
Total liabilities and stockholders' equity |
$ |
2,242,358 |
|
$ |
2,207,739 |
Condensed Consolidated Statements of Operations (amounts in thousands, except share and per share data) (Unaudited) |
|||||||||||||||||
|
|||||||||||||||||
|
Three Months Ended |
|
Six Months Ended |
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
Service revenue |
$ |
313,925 |
|
|
|
$ |
309,292 |
|
|
$ |
548,140 |
|
|
|
$ |
532,354 |
|
Cost of revenue |
|
239,824 |
|
|
|
|
228,673 |
|
|
|
430,370 |
|
|
|
|
395,887 |
|
Gross profit |
|
74,101 |
|
|
|
|
80,619 |
|
|
|
117,770 |
|
|
|
|
136,467 |
|
Selling, general and administrative expenses |
|
55,236 |
|
|
|
|
60,870 |
|
|
|
107,694 |
|
|
|
|
102,724 |
|
Transaction costs |
|
515 |
|
|
|
|
— |
|
|
|
1,166 |
|
|
|
|
— |
|
Income from operations |
|
18,350 |
|
|
|
|
19,749 |
|
|
|
8,910 |
|
|
|
|
33,743 |
|
Interest expense, net |
|
15,451 |
|
|
|
|
17,569 |
|
|
|
31,458 |
|
|
|
|
33,551 |
|
Other income, net |
|
(777 |
) |
|
|
|
(279 |
) |
|
|
(1,896 |
) |
|
|
|
(286 |
) |
Income (loss) before income tax provision |
|
3,676 |
|
|
|
|
2,459 |
|
|
|
(20,652 |
) |
|
|
|
478 |
|
Income tax provision |
|
3,909 |
|
|
|
|
7,909 |
|
|
|
5,374 |
|
|
|
|
7,199 |
|
Net loss |
|
(233 |
) |
|
|
|
(5,450 |
) |
|
|
(26,026 |
) |
|
|
|
(6,721 |
) |
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per share: |
|
|
|
|
|
|
|
|
|
||||||||
Common stock |
$ |
(0.00 |
) |
|
|
$ |
— |
|
|
$ |
(0.21 |
) |
|
|
$ |
— |
|
Series A Preferred Stock |
$ |
(0.00 |
) |
|
|
$ |
— |
|
|
$ |
(0.21 |
) |
|
|
$ |
— |
|
Common shares |
$ |
— |
|
|
|
$ |
(1.08 |
) |
|
$ |
— |
|
|
|
$ |
(1.34 |
) |
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
||||||||
Common stock, basic |
|
121,476,215 |
|
|
|
|
— |
|
|
|
121,476,215 |
|
|
|
|
— |
|
Common stock, diluted |
|
122,476,215 |
|
|
|
|
— |
|
|
|
122,476,215 |
|
|
|
|
— |
|
Series A Preferred Stock, basic and diluted |
|
1,000,000 |
|
|
|
|
— |
|
|
|
1,000,000 |
|
|
|
|
— |
|
Common shares, basic and diluted |
|
— |
|
|
|
|
5,024,802 |
|
|
|
— |
|
|
|
|
5,024,802 |
|
Condensed Consolidated Statements of Cash Flows (amounts in thousands) (Unaudited) |
||||||||
|
||||||||
|
Six Months Ended |
|||||||
|
Successor
|
|
|
Predecessor
|
||||
Cash flows from operating activities: |
|
|
|
|||||
Net loss |
$ |
(26,026 |
) |
|
|
$ |
(6,721 |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|||||
Depreciation expense |
|
31,912 |
|
|
|
|
18,712 |
|
Amortization expense |
|
26,224 |
|
|
|
|
20,051 |
|
Non-cash lease expense |
|
5,139 |
|
|
|
|
6,070 |
|
Share-based compensation expense |
|
2,980 |
|
|
|
|
17,696 |
|
Amortization of deferred financing costs |
|
1,682 |
|
|
|
|
2,043 |
|
Accrued contingent consideration |
|
2,049 |
|
|
|
|
527 |
|
Fair value adjustments on interest rate derivatives |
|
— |
|
|
|
|
3,102 |
|
Deferred taxes |
|
(11,718 |
) |
|
|
|
(5,401 |
) |
Other |
|
(744 |
) |
|
|
|
(654 |
) |
Changes in operating assets and liabilities, net of effects of acquisitions: |
|
|
|
|||||
Accounts receivable |
|
(12,636 |
) |
|
|
|
(46,084 |
) |
Prepaid expenses and other current assets |
|
8,388 |
|
|
|
|
(4,991 |
) |
Accounts payable |
|
974 |
|
|
|
|
(7,052 |
) |
Accrued expenses and other current liabilities |
|
3,434 |
|
|
|
|
3,183 |
|
Operating lease obligations |
|
(4,904 |
) |
|
|
|
(6,369 |
) |
Other assets and liabilities |
|
(449 |
) |
|
|
|
(2,866 |
) |
Net cash provided by (used in) operating activities |
|
26,305 |
|
|
|
|
(8,754 |
) |
|
|
|
|
|||||
Cash flows from investing activities: |
|
|
|
|||||
Purchases of property and equipment |
|
(12,494 |
) |
|
|
|
(11,321 |
) |
Proceeds from sale of property and equipment |
|
743 |
|
|
|
|
974 |
|
Acquisitions of businesses, net of cash acquired |
|
(16,656 |
) |
|
|
|
(46,280 |
) |
Net cash used in investing activities |
|
(28,407 |
) |
|
|
|
(56,627 |
) |
|
|
|
|
|||||
Cash flows from financing activities: |
|
|
|
|||||
Proceeds from long-term borrowings |
|
— |
|
|
|
|
30,000 |
|
Payments on long-term borrowings |
|
(3,865 |
) |
|
|
|
(16,346 |
) |
Payment of debt issuance costs |
|
(1,165 |
) |
|
|
|
— |
|
Payments on finance lease obligations |
|
(5,278 |
) |
|
|
|
(4,904 |
) |
Net cash (used in) provided by financing activities |
|
(10,308 |
) |
|
|
|
8,750 |
|
|
|
|
|
|||||
Net effect of exchange rate fluctuations on cash and cash equivalents |
|
3,332 |
|
|
|
|
366 |
|
Net change in cash and cash equivalents |
|
(9,078 |
) |
|
|
|
(56,265 |
) |
|
|
|
|
|||||
Cash and cash equivalents |
|
|
|
|||||
Beginning of period |
|
139,134 |
|
|
|
|
87,061 |
|
End of period |
$ |
130,056 |
|
|
|
$ |
30,796 |
|
Reconciliation of Non-GAAP Financial Measures Adjusted Gross Profit and Adjusted Gross Margin (amounts in thousands) (Unaudited) |
|||||||||||||||||
|
|||||||||||||||||
|
Three Months Ended |
|
Six Months Ended |
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
Gross profit |
$ |
74,101 |
|
|
|
$ |
80,619 |
|
|
$ |
117,770 |
|
|
|
$ |
136,467 |
|
Depreciation expense included in cost of revenue |
|
16,219 |
|
|
|
|
9,481 |
|
|
|
31,581 |
|
|
|
|
18,542 |
|
Adjusted gross profit |
$ |
90,320 |
|
|
|
$ |
90,100 |
|
|
$ |
149,351 |
|
|
|
$ |
155,009 |
|
Adjusted gross margin(1) |
|
28.8 |
% |
|
|
|
29.1 |
% |
|
|
27.3 |
% |
|
|
|
29.1 |
% |
(1) |
Adjusted Gross Margin is calculated as Adjusted Gross Profit divided by service revenue for the applicable period. |
Reconciliation of Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin (amounts in thousands) (Unaudited) |
||||||||||||||||||
|
||||||||||||||||||
|
|
Three Months Ended |
|
Six Months Ended |
||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
Net loss |
|
$ |
(233 |
) |
|
|
$ |
(5,450 |
) |
|
$ |
(26,026 |
) |
|
|
$ |
(6,721 |
) |
Income tax provision |
|
|
3,909 |
|
|
|
|
7,909 |
|
|
|
5,374 |
|
|
|
|
7,199 |
|
Interest expense, net |
|
|
15,451 |
|
|
|
|
17,569 |
|
|
|
31,458 |
|
|
|
|
33,551 |
|
Depreciation and amortization expense |
|
|
29,537 |
|
|
|
|
19,670 |
|
|
|
58,136 |
|
|
|
|
38,763 |
|
EBITDA |
|
|
48,664 |
|
|
|
|
39,698 |
|
|
|
68,942 |
|
|
|
|
72,792 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
||||||||
Predecessor seller-related expenses and stock compensation(1) |
|
|
— |
|
|
|
|
17,925 |
|
|
|
— |
|
|
|
|
19,669 |
|
ASP Acuren Acquisition transaction related expenses(2) |
|
|
— |
|
|
|
|
— |
|
|
|
467 |
|
|
|
|
— |
|
Acquisition related transaction and integration expenses(3) |
|
|
1,882 |
|
|
|
|
1,918 |
|
|
|
2,742 |
|
|
|
|
2,052 |
|
Public company business transformation costs(4) |
|
|
1,970 |
|
|
|
|
— |
|
|
|
4,620 |
|
|
|
|
— |
|
Non-cash stock compensation expense(5) |
|
|
1,873 |
|
|
|
|
— |
|
|
|
2,980 |
|
|
|
|
— |
|
Other non-recurring charges(6) |
|
|
172 |
|
|
|
|
(430 |
) |
|
|
663 |
|
|
|
|
107 |
|
Adjusted EBITDA |
|
$ |
54,561 |
|
|
|
$ |
59,111 |
|
|
$ |
80,414 |
|
|
|
$ |
94,620 |
|
Adjusted EBITDA margin(7) |
|
|
17.4 |
% |
|
|
|
19.1 |
% |
|
|
14.7 |
% |
|
|
|
17.8 |
% |
(1) |
Adjustment to add back expenses related primarily to the previous owner’s compensation and stock incentive plans. |
(2) |
Adjustment to add back transaction related expenses for the ASP Acuren Acquisition. |
(3) |
Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including 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) |
Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by service revenue for the applicable period. |
Reconciliation of Non-GAAP Financial Measure Organic Change In Service Revenue (Unaudited) |
|||||||||
|
|||||||||
|
Three Months Ended |
||||||||
|
Service Revenue
|
|
Foreign Currency
|
|
Service Revenue
|
|
Acquisitions(3) |
|
Organic Change In
|
Consolidated |
1.5 % |
|
(0.6) % |
|
2.1 % |
|
0.1 % |
|
2.0 % |
|
Six Months Ended |
||||||||
|
Service Revenue
|
|
Foreign Currency
|
|
Service Revenue
|
|
Acquisitions(3) |
|
Organic Change In
|
Consolidated |
3.0 % |
|
(1.7) % |
|
4.7 % |
|
0.1 % |
|
4.6 % |
(1) |
Represents the effect of foreign currency on reported service revenue, calculated as the difference between reported service revenue and service revenue at fixed currencies for both periods. Fixed currency amounts are based on translation into |
(2) |
Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign currency exchange rates by translating foreign currency denominated results at fixed foreign currency exchange 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. |
Reconciliation of Non-GAAP Financial Measure Adjusted SG&A Expenses (amounts in thousands) (Unaudited) |
||||||||||||||||||
|
||||||||||||||||||
|
|
Three Months Ended |
|
Six Months Ended |
||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
SG&A expenses |
|
$ |
55,236 |
|
|
|
$ |
60,870 |
|
|
$ |
107,694 |
|
|
|
$ |
102,724 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjustments |
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization expense |
|
|
(13,222 |
) |
|
|
|
(10,151 |
) |
|
|
(26,224 |
) |
|
|
|
(20,051 |
) |
Depreciation expense |
|
|
(96 |
) |
|
|
|
(38 |
) |
|
|
(331 |
) |
|
|
|
(170 |
) |
Predecessor seller-related expenses and stock compensation(1) |
|
|
— |
|
|
|
|
(17,925 |
) |
|
|
— |
|
|
|
|
(19,669 |
) |
ASP Acuren Acquisition transaction related expenses(2) |
|
|
— |
|
|
|
|
— |
|
|
|
(467 |
) |
|
|
|
— |
|
Acquisition related transaction and integration expenses(3) |
|
|
(1,357 |
) |
|
|
|
(2,461 |
) |
|
|
(2,083 |
) |
|
|
|
(2,599 |
) |
Public company business transformation costs(4) |
|
|
(1,991 |
) |
|
|
|
— |
|
|
|
(4,528 |
) |
|
|
|
— |
|
Non cash stock compensation expense(5) |
|
|
(1,873 |
) |
|
|
|
— |
|
|
|
(2,980 |
) |
|
|
|
— |
|
Other non-recurring charges(6) |
|
|
(172 |
) |
|
|
|
430 |
|
|
|
(663 |
) |
|
|
|
(107 |
) |
Adjusted SG&A expenses |
|
$ |
36,525 |
|
|
|
$ |
30,725 |
|
|
$ |
70,418 |
|
|
|
$ |
60,128 |
|
Adjusted SG&A expenses as a % of service revenue |
|
|
11.6 |
% |
|
|
|
9.9 |
% |
|
|
12.8 |
% |
|
|
|
11.3 |
% |
(1) |
Adjustment to add back expenses related primarily to the previous owner’s compensation and stock incentive plans. |
(2) |
Adjustment to add back transaction related expenses for the ASP Acuren Acquisition. |
(3) |
Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including 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. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20250814078997/en/
Investor Relations Contacts
Director of Investor Relations
Email: IR@acuren.com
Source: