Files S-4 Registration Statement in Anticipation of Relisting in the U.S.
Acuren Corporation (“Acuren” or the “Company”) today announced financial results for ASP Acuren Holdings Inc. (“ASP Acuren”) for the six months ended June 30, 2024, along with the filing of the Company’s S-4 registration statement.
First Half 2024 Results Compared to First Half 2023 Results
- Revenue of $532.4 million, up 3.5%
- Gross profit of $136.5 million, up 17.2%
- Income from Operations of $33.7 million, up 18.0%
- Adjusted EBITDA of $94.6 million, up 14.6%
- Adjusted EBITDA Margin of 17.8%, compared to 16.1%
Tal Pizzey, CEO of Acuren stated, “Our results for the first half of 2024 reflect improvement in service revenues and margins, which include a balance of organic and acquired contributions, as well as favorable project mix and continued strong workforce utilization. We are working diligently towards our public market debut and look forward to building on our momentum within the markets we serve and capitalizing on the opportunities we see ahead to build a world leading testing, inspection, certification and compliance organization.”
Planned Relisting
On July 30, 2024, the Company completed its acquisition of ASP Acuren for $1.88 billion in cash. Following the transaction, Acuren cancelled its listing on the London Stock Exchange on August 19, 2024 and announced today the public filing of its S-4 Registration Statement in connection with the Company’s domestication and relisting in the United States.
Although a registration statement has been filed with the Securities Exchange Commission it has not yet become effective. Securities offered under the registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell, or a solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act or 1933, as amended.
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 recuring maintenance needs of its customers. The work Acuren does fits in the service category referred to as Testing, Inspection and Certification (TIC) including Nondestructive Testing (“NDT”) in the field and the laboratory and in-lab destructive testing capabilities.
Non-GAAP Financial Measures
This press release contains EBITDA and Adjusted EBITDA, 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, EBITDA is defined as earnings before interest, taxes, depreciation and amortization and Adjusted EBITDA defined as EBITDA excluding the impact of certain non-cash and other specifically identified items. The Company uses these non-U.S. GAAP financial measures and the 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-U.S. 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-U.S. 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 U.S. GAAP. Additionally, these non-U.S. GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-U.S. GAAP financial measures is included later in this press release.
Second Quarter 2024 Consolidated Results
ASP Acuren Holdings, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (amounts in thousands, except share and per share data) (Unaudited) |
||||||||
|
June 30,
|
|
December 31,
|
|||||
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
30,796 |
|
|
$ |
87,061 |
|
Accounts receivable, net |
|
|
280,616 |
|
|
|
233,244 |
|
Prepaid expenses and other current assets |
|
|
19,346 |
|
|
|
13,608 |
|
Total current assets |
|
|
330,758 |
|
|
|
333,913 |
|
Property, plant and equipment, net |
|
|
115,756 |
|
|
|
112,264 |
|
Operating lease right-of-use assets, net |
|
|
25,079 |
|
|
|
22,441 |
|
Goodwill |
|
|
528,182 |
|
|
|
511,501 |
|
Intangible assets, net |
|
|
262,915 |
|
|
|
264,335 |
|
Deferred income tax asset |
|
|
2,368 |
|
|
|
2,368 |
|
Other assets |
|
|
13,949 |
|
|
|
15,793 |
|
Total assets |
|
$ |
1,279,007 |
|
|
$ |
1,262,615 |
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
18,412 |
|
|
$ |
23,206 |
|
Accrued expenses and other current liabilities |
|
|
71,102 |
|
|
|
65,775 |
|
Current portion long-term debt |
|
|
7,280 |
|
|
|
7,280 |
|
Current portion of lease obligations |
|
|
17,119 |
|
|
|
16,623 |
|
Total current liabilities |
|
|
113,913 |
|
|
|
112,884 |
|
Long-term debt, net of current portion |
|
|
683,528 |
|
|
|
668,031 |
|
Non-current lease obligations |
|
|
40,148 |
|
|
|
38,061 |
|
Deferred income tax liability |
|
|
38,961 |
|
|
|
35,294 |
|
Other liabilities |
|
|
22,321 |
|
|
|
26,346 |
|
Total liabilities |
|
|
898,871 |
|
|
|
880,616 |
|
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value; 5,700,000 shares issued and 5,024,802 shares outstanding |
|
|
50 |
|
|
|
50 |
|
Treasury stock, 7,769 common shares at cost |
|
|
(1,029 |
) |
|
|
(1,029 |
) |
Additional paid-in capital |
|
|
384,023 |
|
|
|
366,327 |
|
Accumulated earnings |
|
|
10,726 |
|
|
|
17,447 |
|
Accumulated other comprehensive loss |
|
|
(13,634 |
) |
|
|
(796 |
) |
Total equity |
|
|
380,136 |
|
|
|
381,999 |
|
Total liabilities and equity |
|
$ |
1,279,007 |
|
|
$ |
1,262,615 |
|
ASP Acuren Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (amounts in thousands) (Unaudited) |
||||||
Six Months ended |
||||||
June 30, |
||||||
|
2024 |
2023 |
||||
Service revenue |
$ |
532,354 |
|
$ |
514,388 |
|
Cost of revenue |
|
395,887 |
|
|
398,004 |
|
Gross profit |
|
136,467 |
|
|
116,384 |
|
Selling, general and administrative expenses |
|
102,724 |
|
|
87,797 |
|
Income from operations |
|
33,743 |
|
|
28,587 |
|
Interest expense, net |
|
33,551 |
|
|
23,643 |
|
Other expense (income), net |
|
(286 |
) |
|
62 |
|
Income (loss) before provision for income taxes |
|
478 |
|
|
4,882 |
|
Provision (benefit) for income taxes |
|
7,199 |
|
|
(2,293 |
) |
Net income (loss) |
$ |
(6,721 |
) |
$ |
7,175 |
|
ASP Acuren Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (amounts in thousands) (Unaudited) |
||||||||
|
Six Months Ended
|
|||||||
|
|
2024 |
|
2023 |
||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(6,721 |
) |
|
$ |
7,175 |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision (reversals) for credit losses |
|
|
(297 |
) |
|
|
859 |
|
Depreciation and amortization |
|
|
38,763 |
|
|
|
47,946 |
|
Noncash lease expense |
|
|
6,070 |
|
|
|
5,247 |
|
Share-based compensation expense |
|
|
17,696 |
|
|
|
1,727 |
|
Amortization of deferred financing costs |
|
|
2,043 |
|
|
|
1,625 |
|
Fair value adjustments on interest rate derivatives |
|
|
3,102 |
|
|
|
(1,080 |
) |
Deferred income taxes |
|
|
(5,401 |
) |
|
|
473 |
|
Other |
|
|
(357 |
) |
|
|
71 |
|
Changes in operating assets and liabilities, net of effects of business acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(46,084 |
) |
|
|
(46,675 |
) |
Prepaid expenses and other current assets |
|
|
(4,991 |
) |
|
|
(13,612 |
) |
Accounts payable |
|
|
(7,052 |
) |
|
|
(1,809 |
) |
Accrued expenses and other current liabilities |
|
|
3,710 |
|
|
|
7,266 |
|
Operating lease obligations |
|
|
(6,369 |
) |
|
|
(4,574 |
) |
Other assets and liabilities |
|
|
(2,866 |
) |
|
|
(6,376 |
) |
Net cash used in operating activities |
|
|
(8,754 |
) |
|
|
(1,737 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(11,321 |
) |
|
|
(9,513 |
) |
Proceeds from sale of property, plant and equipment |
|
|
974 |
|
|
|
684 |
|
Acquisition of businesses, net of cash acquired |
|
|
(46,280 |
) |
|
|
— |
|
Net cash used in investing activities |
|
|
(56,627 |
) |
|
|
(8,829 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Borrowings under long-term debt |
|
|
30,000 |
|
|
|
25,000 |
|
Repayments of long-term debt |
|
|
(16,346 |
) |
|
|
(52,743 |
) |
Principal payments on finance lease obligations |
|
|
(4,904 |
) |
|
|
(5,021 |
) |
Net cash provided by (used in) financing activities |
|
|
8,750 |
|
|
|
(32,764 |
) |
|
|
|
|
|
|
|
|
|
Net effect of exchange rate fluctuations on cash and cash equivalents |
|
|
366 |
|
|
|
6,178 |
|
Net change in cash and cash equivalents |
|
|
(56,265 |
) |
|
|
(37,152 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
87,061 |
|
|
|
62,585 |
|
End of period |
|
$ |
30,796 |
|
|
$ |
25,433 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
7,377 |
|
|
$ |
10,925 |
|
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
16,723 |
|
|
$ |
13,403 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash operating and investing activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment accrued and not yet paid |
|
$ |
1,795 |
|
|
$ |
1,704 |
|
ASP Acuren Holdings, Inc. and Subsidiaries Reconciliation of Adjusted EBITDA to Net (Loss) Income (amounts in thousands) (Unaudited) |
||||||
Six Months ended |
||||||
June 30, |
||||||
|
2024 |
2023 |
||||
Net income (loss) |
$ |
(6,721 |
) |
$ |
7,175 |
|
Provision (benefit) for income taxes |
|
7,199 |
|
|
(2,293 |
) |
Interest expense, net |
|
33,551 |
|
|
23,643 |
|
Depreciation and amortization |
|
38,763 |
|
|
47,946 |
|
EBITDA |
$ |
72,792 |
|
$ |
76,471 |
|
Expenses related to the Seller(1) |
|
18,828 |
|
|
3,915 |
|
Expenses related to prior acquisitions and integration of acquisitions(2) |
|
2,052 |
|
|
1,522 |
|
Restructuring, reorganization and severance(3) |
|
1,018 |
|
|
408 |
|
Normalization, currency and run rate adjustments(4) |
|
611 |
|
|
227 |
|
Other non-recurring expenses |
|
(657 |
) |
|
38 |
|
Adjusted EBITDA(5) |
$ |
94,644 |
|
$ |
82,581 |
|
| (1) | Adjustment includes equity-based compensation being paid at Closing and management fees of the Seller. |
|
| (2) | Adjustment includes transaction costs and costs to integrate acquisitions completed prior to the Acquisition. |
|
| (3) | Adjustment includes restructuring, reorganization and severance costs incurred that are not expected to recur. |
|
| (4) | Adjustment includes normalization of bad debt and incentive expenses, currency adjustments and run rate adjustments. |
|
| (5) | Adjusted EBITDA does not include results from entities acquired by ASP Acuren prior to their acquisition date and does not include any estimates of public company expenses. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20241104687446/en/
Contacts
Investor Relations
Dan Scott / Rodny Nacier
IR@acuren.com
