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Acuren Corporation Announces Results for the Three and Nine Months Ended September 30, 2024

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Acuren reported financial results for Q3 and nine months ended September 30, 2024, showing improved performance. Q3 Combined Revenue increased 14.1% to $303.0 million, with Combined Adjusted EBITDA up 14.8% and margin at 16.9%. For the nine-month period, Combined Revenue grew 7.1% to $835.4 million, while Combined Adjusted EBITDA rose 15.2% with a margin of 17.5%.

The company completed the ASP Acuren Acquisition for $1.88 billion on July 30, 2024. Following its re-domiciliation from British Virgin Islands to Delaware, Acuren expects to begin trading on OTC Markets by year-end and plans to list on the NYSE in Q1 2025. The company maintains a strong balance sheet with over $130 million in cash.

Acuren ha riportato risultati finanziari per il terzo trimestre e per i nove mesi conclusi il 30 settembre 2024, evidenziando un miglioramento delle performance. Nel terzo trimestre, il fatturato combinato è aumentato del 14,1% a $303,0 milioni, con un EBITDA aggiustato combinato in crescita del 14,8% e un margine del 16,9%. Nel periodo di nove mesi, il fatturato combinato è cresciuto del 7,1% a $835,4 milioni, mentre l'EBITDA aggiustato combinato è aumentato del 15,2% con un margine del 17,5%.

La società ha completato l'Acquisizione ASP Acuren per $1,88 miliardi il 30 luglio 2024. A seguito della sua rilocalizzazione dalle Isole Vergini Britanniche a Delaware, Acuren prevede di iniziare a essere quotata sui mercati OTC entro la fine dell'anno e ha in programma di essere elencata sulla NYSE nel primo trimestre del 2025. L'azienda mantiene un solido bilancio con oltre $130 milioni in contante.

Acuren reportó resultados financieros para el tercer trimestre y los nueve meses que terminaron el 30 de septiembre de 2024, mostrando un rendimiento mejorado. Los ingresos combinados del tercer trimestre aumentaron un 14.1% a $303.0 millones, con un EBITDA ajustado combinado en aumento del 14.8% y un margen del 16.9%. Durante el periodo de nueve meses, los ingresos combinados crecieron un 7.1% a $835.4 millones, mientras que el EBITDA ajustado combinado subió un 15.2% con un margen del 17.5%.

La compañía completó la Adquisición de ASP Acuren por $1.88 mil millones el 30 de julio de 2024. Tras su re-domiciliación de las Islas Vírgenes Británicas a Delaware, Acuren espera comenzar a cotizar en los Mercados OTC para fin de año y planea listar en la NYSE en el primer trimestre de 2025. La empresa mantiene un balance sólido con más de $130 millones en efectivo.

Acuren은 2024년 9월 30일 종료된 3분기 및 9개월 동안의 재무 결과를 보고하며 개선된 성과를 보여주었습니다. 3분기 통합 수익은 $303.0 백만으로 14.1% 증가했으며, 조정된 통합 EBITDA는 14.8% 상승하고, 마진은 16.9%에 달했습니다. 9개월 기간 동안 통합 수익은 $835.4 백만으로 7.1% 증가했으며, 조정된 통합 EBITDA는 15.2% 상승하고 마진은 17.5%에 이릅니다.

회사는 2024년 7월 30일에 $1.88 billion에 ASP Acuren 인수를 완료했습니다. 영국령 버진 제도에서 델라웨어로의 재지정 이후 Acuren은 연말까지 OTC 시장에서 거래를 시작할 것으로 기대하고 있으며, 2025년 1분기에 NYSE에 상장할 계획입니다. 회사는 $130 million 이상의 현금을 보유한 건전한 재무 상태를 유지하고 있습니다.

Acuren a rapporté des résultats financiers pour le troisième trimestre et les neuf mois se terminant le 30 septembre 2024, montrant une performance améliorée. Les revenus combinés au troisième trimestre ont augmenté de 14,1 % pour atteindre 303,0 millions de dollars, avec un EBITDA ajusté combiné en hausse de 14,8 % et une marge de 16,9 %. Pour la période de neuf mois, les revenus combinés ont augmenté de 7,1 % pour atteindre 835,4 millions de dollars, tandis que l'EBITDA ajusté combiné a augmenté de 15,2 % avec une marge de 17,5 %.

L'entreprise a complété l'Acquisition ASP Acuren pour 1,88 milliard de dollars le 30 juillet 2024. Suite à son redomiciliation des Îles Vierges britanniques vers le Delaware, Acuren s'attend à commencer à négocier sur les marchés OTC d'ici la fin de l'année et prévoit de s'inscrire à la NYSE au premier trimestre de 2025. L'entreprise maintient un bilan solide avec plus de 130 millions de dollars en liquidités.

Acuren hat Finanzresultate für das 3. Quartal und die neun Monate bis zum 30. September 2024 veröffentlicht, die eine verbesserte Leistung zeigen. Der kombinierte Umsatz im 3. Quartal stieg um 14,1 % auf 303,0 Millionen USD, während das kombinierte bereinigte EBITDA um 14,8 % zulegte und die Marge bei 16,9 % lag. Im Zeitraum von neun Monaten wuchs der kombinierte Umsatz um 7,1 % auf 835,4 Millionen USD, während das kombinierte bereinigte EBITDA um 15,2 % stieg und eine Marge von 17,5 % aufwies.

Das Unternehmen hat die ASP Acuren Akquisition am 30. Juli 2024 für 1,88 Milliarden USD abgeschlossen. Nach seiner Umsiedlung von den British Virgin Islands nach Delaware erwartet Acuren, bis Ende des Jahres mit dem Handel an den OTC-Märkten zu beginnen, und plant, im ersten Quartal 2025 an der NYSE gelistet zu werden. Das Unternehmen hat eine starke Bilanz mit über 130 Millionen USD in Barreserven.

Positive
  • Combined Revenue increased 14.1% YoY to $303.0M in Q3 2024
  • Combined Adjusted EBITDA grew 14.8% in Q3 2024
  • Nine-month Combined Revenue up 7.1% to $835.4M
  • Nine-month Combined Adjusted EBITDA increased 15.2%
  • Strong cash position of over $130M
  • Improved gross profit margins in both Q3 and nine-month periods
Negative
  • Q3 2024 Successor reported operating loss of $79.2M
  • Q3 2024 Successor reported Net Loss of $89.8M
  • Nine-month 2024 Successor reported Net Loss of $89.8M
  • Nine-month 2024 Predecessor reported Net Loss of $2.8M

Insights

Acuren's Q3 2024 financial performance demonstrates robust growth with Combined Revenue up 14.1% to $303.0 million and Combined Adjusted EBITDA growing 14.8% to $51.3 million. The margin expansion to 16.9% from 16.8% indicates operational efficiency improvements. The nine-month results show similar strength with Combined Revenue up 7.1% to $835.4 million and Combined Adjusted EBITDA increasing 15.2%. The $1.88 billion ASP Acuren Acquisition has created some complexity in the financial statements due to predecessor/successor accounting, but the underlying business metrics remain solid. The strong cash position of over $130 million provides financial flexibility. The planned NYSE listing in Q1 2025 could enhance liquidity and attract institutional investors, potentially leading to better price discovery and valuation.

The impending transition from OTC to NYSE listing represents a significant milestone that could reshape Acuren's market position. The 29.6% Combined Adjusted Gross Profit margin indicates strong pricing power and operational efficiency in the asset integrity testing market. The revenue growth from recurring customers suggests high client retention and stable market share. The successful pricing initiatives implemented in 2023 demonstrate the company's ability to pass through costs while maintaining customer relationships. The effective S-4 registration and planned uplisting could attract broader institutional ownership and research coverage, potentially leading to multiple expansion. The testing, inspection, certification and compliance (TICC) sector typically commands premium valuations due to recurring revenue models and regulatory drivers.

Delivered improved results year over year

HOUSTON--(BUSINESS WIRE)-- Acuren Corporation (“Acuren” or the “Company”) today announced financial results for the third quarter and nine-month periods ended September 30, 2024. The comparability of our operating results for the period from July 30, 2024 through September 30, 2024 (Successor), January 1, 2024 through July 29, 2024 (Predecessor) and the nine months ended September 30, 2023 (Predecessor) was impacted by the Company’s acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren” and the “ASP Acuren Acquisition”).

Third Quarter 2024 Results Compared to Third Quarter 2023 Results

  • 2024 Predecessor Revenue of $101.5 million and 2024 Successor Revenue of $201.5 million compared to 2023 Predecessor Revenue of $265.5 million
  • Combined Revenue of $303.0 million, up 14.1% from the prior Predecessor period
  • 2024 Predecessor Gross Profit of $25.5 million, or 25.1%, and 2024 Successor Gross Profit of $49.2 million, or 24.4%, compared to 2023 Predecessor Gross Profit of $64.2 million or 24.2% in the prior Predecessor period
  • Combined Adjusted Gross Profit of $89.8 million or 29.6% compared to 29.3% in the prior Predecessor period
  • 2024 Predecessor income from operations of $2.4 million and 2024 Successor loss from operations of $79.2 million compared to 2023 Predecessor income from operations of $16.1 million
  • 2024 Predecessor Net Income of $3.9 million and 2024 Successor Net Loss of $89.8 million compared to 2023 Predecessor Net income of $1.0 million
  • Combined Adjusted EBITDA of $51.3 million, up 14.8% from the prior Predecessor period
  • Combined Adjusted EBITDA margin of 16.9%, compared to 16.8% from the prior Predecessor period

Nine Months 2024 Results Compared to First Nine Months 2023 Results

  • 2024 Predecessor Revenue of $633.9 million and 2024 Successor Revenue of $201.5 million compared to 2023 Predecessor Revenue of $779.9 million
  • Combined Revenue of $835.4 million, up 7.1% from the prior Predecessor period
  • 2024 Predecessor Gross profit of $162.0 million, or 25.6%, and 2024 Successor Gross Profit of $49.2 million, or 24.4%, compared to 2023 Predecessor Gross Profit of $180.6 million, or 23.2%, in the prior Predecessor period
  • Combined Adjusted Gross Profit of $244.8 million or 29.3% compared to 28.4% in the prior Predecessor period
  • 2024 Predecessor income from operations of $36.1 million and 2024 Successor loss from operations of $79.2 million compared to 2023 Predecessor income from operations of $44.7 million
  • 2024 Predecessor Net Loss of $2.8 million and 2024 Successor Net Loss of $89.8 million compared to 2023 Predecessor Net Income of $8.2 million
  • Combined Adjusted EBITDA of $145.9 million, up 15.2% from the prior Predecessor period
  • Combined Adjusted EBITDA margin of 17.5%, compared to 16.2% from the prior Predecessor period

Tal Pizzey, CEO of Acuren stated, “Our strong year-to-date results reflect continued improvement in service revenue and margins, driven primarily by increased demand from recurring customers, new sales in target markets, and pricing initiatives implemented in 2023. The effectiveness of our S-4 marks an important milestone as we continue working diligently towards our public market debut. We believe our differentiated services, established client base, and strong market presence give us a solid foundation to grow our leadership in asset integrity testing while building a premier global testing, inspection, certification and compliance organization.”

Robert A.E. Franklin, Co-Chairman of Acuren commented, “Now that our S-4 registration statement has gone effective, we expect to begin trading on OTC imminently and look forward to a NYSE debut in the new year. We believe our strong balance sheet position, including over $130 million in cash, significant EBITDA growth, ongoing margin improvement, and a leadership team dedicated to operational excellence gives us the ability to deliver long-term value to our shareholders and capitalize on the opportunities ahead."

Planned Relisting

On July 30, 2024, the Company completed the ASP Acuren Acquisition for $1.88 billion. On December 16, 2024, the Company’s Registration Statement on Form S-4 (File No. 333-282976) was declared effective by the U.S. Securities and Exchange Commission and, effective as of that date, it completed its re-domiciliation from the British Virgin Islands into a Delaware corporation. The Company anticipates its common stock will begin trading on the OTC Market prior to the end of the year. The Company intends to apply to list its common stock on the New York Stock Exchange during the first quarter of 2025.

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.

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 the planned relisting. 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. 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 Registration Statement on Form S-4 filed with the SEC on December 12, 2024, and any supplements and post-effective 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 Combined Revenue, Combined Adjusted Gross Profit, Combined Adjusted Gross Profit Margin, Combined loss from operations, Combined EBITDA, Combined Adjusted EBITDA and Combined Adjusted EBITDA Margin which are non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission.

Our results of operations as reported in our unaudited condensed consolidated financial statements for the Successor and Predecessor periods are in accordance with GAAP. The presentation of the combined financial information of the Predecessor and Successor for the three and nine months ended September 30, 2024, is not in accordance with GAAP. Combined financial information consists of the mathematical addition of selected financial data of the Predecessor and Successor periods. No other adjustments are made to the combined presentation. However, we believe that for purposes of discussion and analysis, the combined financial information is useful for management and investors to assess our ongoing financial and operational performance and trends. Accordingly, in addition to presenting our results of operations as reported in our unaudited condensed consolidated financial statements in accordance with GAAP, certain tables and discussion included within this release also present the combined results for the three and nine months ended September 30, 2024.

As used in this press release, Combined Adjusted Gross Profit is defined as Combined Gross Profit less depreciation expense included in cost of revenue for the Predecessor and Successor periods. Combined Adjusted Gross Profit Margin is defined as Combined Gross Profit divided by Combined Revenue. Combined EBITDA is defined as earnings before interest, taxes, depreciation and amortization for the Predecessor and Successor periods and Combined Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items for the Predecessor and Successor periods. Combined Adjusted EBITDA Margin is defined as Combined Adjusted EBITDA divided by Combined Revenue.

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.

Acuren Corporation
Condensed Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
(Unaudited)
Successor
September 30,
2024
Predecessor
December 31,
2023
Assets
Current assets
Cash and cash equivalents

$

132,458

 

$

87,061

 

Accounts receivable, net

 

278,174

 

 

233,244

 

Prepaid expenses and other current assets

 

16,073

 

 

13,608

 

Total current assets

 

426,705

 

 

333,913

 

Property, plant and equipment, net

 

191,172

 

 

112,264

 

Operating lease right-of-use assets, net

 

27,212

 

 

22,441

 

Goodwill

 

898,165

 

 

511,501

 

Intangible assets, net

 

768,693

 

 

264,335

 

Deferred income tax asset

 

813

 

 

2,368

 

Other assets

 

15,355

 

 

15,793

 

Total assets

 

2,328,115

 

 

1,262,615

 

Liabilities and Equity
Current liabilities
Accounts payable

$

23,208

 

$

23,206

 

Accrued expenses and other current liabilities

 

70,805

 

 

65,775

 

Current portion of debt

 

7,721

 

 

7,280

 

Current portion of lease obligations

 

16,051

 

 

16,623

 

Total current liabilities

 

117,785

 

 

112,884

 

Debt, net of current portion

 

748,294

 

 

668,031

 

Non-current lease obligations

 

38,317

 

 

38,061

 

Deferred income tax liability

 

190,536

 

 

35,294

 

Other liabilities

 

21,820

 

 

26,346

 

Total liabilities

 

1,116,752

 

 

880,616

 

Commitments and contingencies
Equity
Ordinary stock (Successor), $0 par value; 121,412,515 shares issued and outstanding

 

-

 

 

-

 

Founder Preferred stock (Successor), $0 par value; 1,000,000 shares issued and outstanding

 

-

 

 

-

 

Common stock (Predecessor), $0.01 par value; 5,700,000 shares issued and 5,024,802 shares outstanding

 

-

 

 

50

 

Treasury stock (Predecessor), 7,769 common shares at cost

 

-

 

 

(1,029

)

Additional paid-in capital

 

1,291,826

 

 

366,327

 

Accumulated earnings (deficit)

 

(91,361

)

 

17,447

 

Accumulated other comprehensive income (loss)

 

10,898

 

 

(796

)

Total equity

 

1,211,363

 

 

381,999

 

Total liabilities and equity

$

2,328,115

 

$

1,262,615

 

 
Acuren Corporation
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(amounts in thousands, except share and per share data)
(Unaudited)

2024

 

2023

Successor
July 30 to
September 30
Predecessor
January 1 to
July 29
Predecessor
January 1 to
September 30
Service revenue

$

201,485

 

$

633,866

 

$

779,923

 

Cost of revenue

 

152,281

 

 

471,881

 

 

599,332

 

Gross profit

 

49,204

 

 

161,985

 

 

180,591

 

Selling, general and administrative expenses

 

103,835

 

 

120,633

 

 

135,892

 

Transaction costs

 

24,554

 

 

5,204

 

 

-

 

Income (loss) from operations

 

(79,185

)

 

36,148

 

 

44,699

 

Interest expense, net

 

13,336

 

 

39,379

 

 

39,066

 

Loss on extinguishment of debt

 

-

 

 

9,073

 

 

-

 

Other expense (income), net

 

(600

)

 

(580

)

 

58

 

Income (loss) before provision for income taxes

 

(91,921

)

 

(11,724

)

 

5,575

 

Benefit for income taxes

 

(2,097

)

 

(8,946

)

 

(2,618

)

Net income (loss)

 

(89,824

)

 

(2,778

)

 

8,193

 

Other comprehensive income (loss):
Foreign currency translation adjustments

 

10,898

 

 

(18,008

)

 

2,528

 

Total other comprehensive income (loss)

 

10,898

 

 

(18,008

)

 

2,528

 

Total comprehensive income (loss)

$

(78,926

)

$

(20,786

)

$

10,721

 

 
Acuren Corporation
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(amounts in thousands, except share and per share data)
(Unaudited)

2024

2023

Successor
July 30 to
September 30
Predecessor
July 1 to
July 29
Predecessor
July 1 to
September 30
Service revenue

$

201,485

 

$

101,512

 

$

265,535

 

Cost of revenue

 

152,281

 

 

75,994

 

 

201,328

 

Gross profit

 

49,204

 

 

25,518

 

 

64,207

 

Selling, general and administrative expenses

 

103,835

 

 

17,909

 

 

48,095

 

Transaction costs

 

24,554

 

 

5,204

 

 

-

 

Income (loss) from operations

 

(79,185

)

 

2,405

 

 

16,112

 

Interest expense, net

 

13,336

 

 

5,828

 

 

15,423

 

Loss on extinguishment of debt

 

-

 

 

9,073

 

 

-

 

Other income, net

 

(600

)

 

(294

)

 

(4

)

Income (loss) before provision for income taxes

 

(91,921

)

 

(12,202

)

 

693

 

Benefit for income taxes

 

(2,097

)

 

(16,145

)

 

(325

)

Net income (loss)

 

(89,824

)

 

3,943

 

 

1,018

 

Other comprehensive income (loss):
Foreign currency translation adjustments

 

10,898

 

 

(5,170

)

 

(7,268

)

Total other comprehensive income (loss)

 

10,898

 

 

(5,170

)

 

(7,268

)

Total comprehensive income (loss)

$

(78,926

)

$

(1,227

)

$

(6,250

)

 
Acuren Corporation
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)

2024

2023

Successor
July 30 to
September 30
Predecessor
January 1 to
July 29
Predecessor
January 1 to
September 30
Cash flows from operating activities:
Net income (loss)

$

(89,824

)

$

(2,778

)

$

8,193

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Provision for credit losses

 

1,005

 

 

408

 

 

548

 

Depreciation and amortization

 

20,431

 

 

45,777

 

 

71,154

 

Noncash lease expense

 

1,249

 

 

5,453

 

 

6,710

 

Share-based compensation expense

 

62,802

 

 

17,858

 

 

4,111

 

Amortization of deferred financing costs

 

486

 

 

2,406

 

 

2,267

 

Loss on extinguishment of debt

 

-

 

 

9,073

 

 

-

 

Fair value adjustments on interest rate derivatives

 

-

 

 

3,102

 

 

(2,573

)

Deferred income taxes

 

(1,965

)

 

(20,565

)

 

(675

)

Other

 

-

 

 

(588

)

 

(85

)

Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable

 

(3,527

)

 

(32,797

)

 

(52,353

)

Prepaid expenses and other current assets

 

(6,674

)

 

(2,829

)

 

(1,239

)

Accounts payable

 

4,696

 

 

(9,691

)

 

(2,149

)

Accrued expenses and other current liabilities

 

(7,400

)

 

17,481

 

 

197

 

Operating lease obligations

 

(1,333

)

 

(5,751

)

 

(6,618

)

Other assets and liabilities

 

1,990

 

 

(4,516

)

 

7,337

 

Net cash provided by (used in) operating activities

 

(18,064

)

 

22,042

 

 

34,825

 

 
Cash flows from investing activities:
Purchases of property, plant and equipment

 

(3,403

)

 

(14,334

)

 

(15,586

)

Proceeds from sale of property, plant and equipment

 

251

 

 

1,029

 

 

1,251

 

Acquisition of ASP Acuren, net of cash acquired

 

(1,827,426

)

 

-

 

 

-

 

Acquisition of businesses, net of cash acquired

 

-

 

 

(46,280

)

 

(6,010

)

Net cash used in investing activities

 

(1,830,578

)

 

(59,585

)

 

(20,345

)

 
Cash flows from financing activities:
Borrowings under long-term debt

 

775,000

 

 

30,000

 

 

195,000

 

Repayments of long-term debt

 

-

 

 

(16,346

)

 

(79,563

)

Payments of debt issuance costs

 

(21,355

)

 

-

 

 

(2,659

)

Principal payments on finance lease obligations

 

(1,615

)

 

(5,836

)

 

(7,653

)

Dividends paid to stockholder

 

-

 

 

-

 

 

(150,000

)

Proceeds from issuance of ordinary shares and exercise of warrants, net of issuance costs

 

666,630

 

 

-

 

 

-

 

Net cash provided by (used in) financing activities

 

1,418,660

 

 

7,818

 

 

(44,875

)

 
Net effect of exchange rate fluctuations on cash and cash equivalents

 

5,507

 

 

(7,881

)

 

1,973

 

Net change in cash and cash equivalents

 

(424,475

)

 

(37,605

)

 

(28,423

)

 
Cash and cash equivalents
Beginning of period

 

556,933

 

 

87,061

 

 

62,585

 

End of period

$

132,458

 

$

49,456

 

$

34,162

 

 

Acuren Corporation

Reconciliation of Combined Revenue
(amounts in thousands)
(Unaudited)
Combined period
January 1, 2024
through September
30, 2024
Combined period
January 1, 2023
through September
30, 2023
Combined period
July 1, 2024 through
September 30, 2024
Combined period
July 1, 2023 through
September 30, 2023
Revenue from predecessor period

$

633,866

$

779,923

$

101,512

$

265,535

Revenue from successor period

 

201,485

 

-

 

201,485

 

-

Total combined revenue(1)

$

835,351

$

779,923

$

302,997

$

265,535

 

1. The combined financial information for the nine months ended September 30, 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 September 30, 2024.

 
Acuren Corporation
Reconciliation of Adjusted Gross Profit and Gross Margin Percentage
(amounts in thousands)
(Unaudited)
 
Successor period July 30 to September 30, 2024

 

2024

 

Gross profit

$

49,204

 

Depreciation expense included in cost of revenue

 

11,481

 

 
Predecessor period July 1 to July 29, 2024
Gross profit

 

25,518

 

Depreciation expense included in cost of revenue

 

3,581

 

 
Adjusted gross profit for the combined period July 1, 2024 through September 30, 2024

$

89,784

 

Adjusted gross margin percentage for the combined period July 1, 2024 through September 30, 2024 (1)

 

29.6

%

 
Successor period July 30 to September 30, 2024

 

2024

 

Gross profit

$

49,204

 

Depreciation expense included in cost of revenue

 

11,481

 

 
Predecessor period January 1 to July 29, 2024
Gross profit

 

161,985

 

Depreciation expense included in cost of revenue

 

22,123

 

 
Adjusted gross profit for the combined period January 1, 2024 through September 30, 2024

$

244,793

 

Adjusted gross margin percentage for the combined period January 1, 2024 through September 30, 2024 (1)

 

29.3

%

 
Acuren Corporation
Reconciliation of Adjusted Gross Profit and Gross Margin Percentage
(amounts in thousands)
(Unaudited)
 
Predecessor period July 1 to September 30, 2023

 

2023

 

Gross profit

$

64,207

 

Depreciation expense included in cost of revenue

 

13,581

 

Adjusted gross profit

 

77,788

 

Adjusted gross margin percentage (1)

 

29.3

%

 
Predecessor period January 1 to September 30, 2023

 

2023

 

Gross profit

$

180,591

 

Depreciation expense included in cost of revenue

 

40,989

 

Adjusted gross profit

 

221,580

 

Adjusted gross margin percentage (1)

 

28.4

%

1. The Adjusted Gross margin is calculated as Adjusted Gross margin divided by combined revenues for the 2024 period and divided by revenues for the 2023 period

 
Acuren Corporation
Reconciliation of Adjusted EBITDA to Net Income (Loss)
(amounts in thousands)
(Unaudited)
 
Successor period July 30 to September 30, 2024

 

2024

 

Net income (loss)

$

(89,824

)

Benefit for income taxes

 

(2,097

)

Interest expense, net

 

13,336

 

Depreciation and amortization expense

 

20,431

 

 
Predecessor period July 1 to July 29, 2024
Net income (loss)

 

3,943

 

Benefit for income taxes

 

(16,145

)

Interest expense, net

 

5,828

 

Depreciation and amortization expense

 

7,013

 

 
Adjustments July 1 to September 30, 2024
Pre-ASP Acuren seller-related expenses and stock compensation(1)

 

9,809

 

One time non-cash equity charges(2)

 

69,821

 

Acquisition related transaction and integration expenses(3)

 

(505

)

ASP Acuren transaction related expenses(4)

 

24,554

 

Non cash stock compensation expense(5)

 

5,540

 

Other non-recurring charges(6)

 

(386

)

 
Adjusted EBITDA for the combined period July 1, 2024 through September 30, 2024 (7)

$

51,318

 

Adjusted EBITDA margin for the combined period from July 1, 2024 through September 30, 2024 (8)

 

16.9

%

 
Successor period July 30 to September 30, 2024

 

2024

 

Net income (loss)

$

(89,824

)

Benefit for income taxes

 

(2,097

)

Interest expense, net

 

13,336

 

Depreciation and amortization expense

 

20,431

 

 
Predecessor period January 1 to July 29, 2024
Net income (loss)

 

(2,778

)

Benefit for income taxes

 

(8,946

)

Interest expense, net

 

39,379

 

Depreciation and amortization expense

 

45,777

 

 
Adjustments January 1 to September 30, 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)

 

1,548

 

ASP Acuren transaction related expenses(4)

 

29,758

 

Non cash stock compensation expense(5)

 

336

 

Other non-recurring charges(6)

 

(280

)

 
Adjusted EBITDA for the combined period January 1, 2024 through September 30, 2024 (7)

$

145,938

 

Adjusted EBITDA margin for the combined period from January 1, 2024 through September 30, 2024 (8)

 

17.5

%

 
Acuren Corporation
Reconciliation of Adjusted EBITDA to Net Income (Loss)
(amounts in thousands)
(Unaudited)
 
Predecessor period July 1 to September 30, 2023

 

2023

 

Net income (loss)

$

1,018

 

Benefit for income taxes

 

(325

)

Interest expense, net

 

15,423

 

Depreciation and amortization expense

 

23,208

 

EBITDA

 

39,324

 

Pre-ASP Acuren seller-related expenses and stock compensation(1)

 

3,269

 

One time non-cash equity charges(2)

 

-

 

Acquisition related transaction and integration expenses(3)

 

1,571

 

ASP Acuren transaction related expenses(4)

 

-

 

Non cash stock compensation expense(5)

 

-

 

Other non-recurring charges(6)

 

546

 

Adjusted EBITDA(7)

$

44,710

 

Adjusted EBITDA margin (8)

 

16.8

%

 
Predecessor period January 1 to September 30, 2023

 

2023

 

Net income (loss)

$

8,193

 

Benefit for income taxes

 

(2,618

)

Interest expense, net

 

39,066

 

Depreciation and amortization expense

 

71,154

 

EBITDA

 

115,795

 

Pre-ASP Acuren seller-related expenses and stock compensation(1)

 

6,716

 

One time non-cash equity charges(2)

 

-

 

Acquisition related transaction and integration expenses(3)

 

2,990

 

ASP Acuren transaction related expenses(4)

 

-

 

Non cash stock compensation expense(5)

 

-

 

Other non-recurring charges(6)

 

1,195

 

Adjusted EBITDA(7)

$

126,696

 

Adjusted EBITDA margin (8)

 

16.2

%

 

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 (both completed and not completed) 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 nine months ended September 30, 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 September 30, 2024.

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.

 

Investor Relations Contacts

Dan Scott / Rodny Nacier

ICR Inc.

IR@acuren.com



Seth Weber

VP Investor Relations

Seth.weber@acuren.com

Source: Acuren Corporation

FAQ

What was Acuren's Q3 2024 revenue growth compared to Q3 2023?

Acuren's Combined Revenue in Q3 2024 grew by 14.1% year-over-year to $303.0 million.

How much did Acuren pay for the ASP Acuren Acquisition?

Acuren completed the ASP Acuren Acquisition for $1.88 billion on July 30, 2024.

When does Acuren plan to list on the NYSE?

Acuren plans to apply for listing on the New York Stock Exchange during the first quarter of 2025.

What is Acuren's current cash position?

Acuren maintains over $130 million in cash according to the latest report.

What was Acuren's Combined Adjusted EBITDA margin for Q3 2024?

Acuren's Combined Adjusted EBITDA margin for Q3 2024 was 16.9%, compared to 16.8% in the prior year period.

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