BLUE BELL, Pa., Oct. 4, 2021
/PRNewswire/ -- QualTek, LLC (the "Company" or
"QualTek"), a leading provider of both turnkey
infrastructure services to the North American
5G wireless, telecom, and renewable energy sectors,
and recovery logistics services, is providing Q3 2021 Adjusted
EBITDA guidance of $40 million
to $42 million. "We are pleased to report guidance for
the third quarter. Our third quarter EBITDA was aided by our
recovery logistics business which was deployed in September to help
in the aftermath of Hurricane Ida. In addition, during the quarter
we received significant contract wins from leading telecom
customers and announced two acquisitions," said Scott Hisey, CEO of QualTek.
As announced on June 16, 2021, QualTek has
entered into a definitive agreement for a
business combination with Roth CH Acquisition III Co.
(NASDAQ: ROCR) ("ROCR"), a publicly traded
special purpose acquisition company (SPAC),
that would result in QualTek becoming a
publicly listed company. Completion of the
proposed transaction is subject to customary closing
conditions and is expected to occur in the
fourth quarter of 2021. For further information, please
see ROCR's preliminary proxy statement filed with the SEC on
August 11, 2021.
About QualTek: Founded in 2012, QualTek is a
world-class, technology driven provider of infrastructure
services to the 5G wireless, telecom, and renewable
energy sectors across North America, and a recovery logistics
services provider. QualTek has a national footprint
with more than 85 operation centers
across the U.S. and a workforce
of over 5,000 people. The company
is also a leader in providing disaster
recovery logistics services for electric utilities.
Additional Information and
Where to Find It
In connection with the proposed business
combination between QualTek and ROCR, ROCR
has filed a preliminary proxy
statement with the Securities and
Exchange Commission's ("SEC") (as
amended or supplemented from time to time, the
"proxy statement") to be distributed to holders
of ROCR's common stock
in connection with ROCR's
solicitation of proxies for the vote
by ROCR's stockholders with respect to the proposed
business combination and other matters as
described in the proxy statement. ROCR urges
investors, stockholders, and other interested persons
to read the proxy statement as well as
other documents filed with the SEC because
these documents contain important information about
ROCR, QualTek and the proposed
business combination. A definitive proxy
statement will be mailed to stockholders of ROCR as
of a record date to be established for voting on the
proposed business combination and related matters.
Stockholders will also be able to obtain a copy
of the definitive proxy
statement, without charge by directing a
request to: Roth CH Acquisition III Co.,
888 San Clemente Drive, Suite 400, Newport Beach,
CA 92660. The preliminary and definitive proxy statement,
once available, can also be obtained, without
charge, at the SEC's website (www.sec.gov).
Participants in the Solicitation
ROCR, QualTek, their affiliates and their respective directors
and executive officers may be considered participants in the
solicitation of proxies with respect to the proposals under the
rules of the SEC. Information about the directors and executive
officers of ROCR and their ownership is set forth in ROCR's filings
with the SEC, including the proxy statement. Additional information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the stockholders of ROCR
in connection with the proposals are set forth in the proxy
statement. These documents can be obtained free of charge from the
sources indicated above.
Non-Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination between QualTek and
ROCR and shall not constitute an offer to sell or a solicitation of
an offer to buy the securities of ROCR or QualTek, nor shall there
be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a definitive prospectus meeting the requirements of the
Securities Act.
Forward-Looking Statements
This communication contains forward-looking statements for
purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995, including
statements about the parties' ability to close the proposed
business combination, the anticipated benefits of the proposed
business combination, and the financial condition, results of
operations, earnings outlook and prospects of ROCR and/or QualTek,
and may include statements for the period following the
consummation of the proposed business combination.Forward-looking
statements are typically identified by words
such as "plan," "believe," "expect,"
"anticipate," "intend," "outlook," "estimate," "forecast,"
"project," "continue," "could," "may," "might,"
"possible," "potential," "predict," "should," "would" and
other similar words and expressions, but the absence
of these words does not mean that a statement
is not forward-looking.
The forward-looking statements are based on the current
expectations of the management of ROCR and QualTek, as applicable,
and are inherently subject to uncertainties and changes in
circumstances and their potential effects and speak only as of the
date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include,
but are not limited to, those discussed and identified in public
filings made with the SEC by ROCR and the following:
- expectations regarding QualTek's strategies
and future financial performance, including its
future business plans or objectives, prospective
performance and
- opportunities and competitors, revenues, products
and services, pricing, operating expenses, market
trends, liquidity, cash flows and uses of cash, capital
expenditures, and QualTek's ability to invest
in growth initiatives and pursue
acquisition opportunities;
- the occurrence of any event, change or other
circumstances that could give rise to the
termination of the
business combination agreement dated as of June
16, 2021, among ROCR, QualTek and the other parties
thereto (the "Business Combination Agreement");
- the outcome of any legal proceedings that may
be instituted against ROCR or QualTek following
announcement of the Business Combination Agreement and
the transactions contemplated therein;
- the inability to complete the proposed business
combination due to, among other things, the failure
to obtain ROCR stockholder approval or ROCR's
inability to obtain the financing necessary
to consummate the business combination;
- the risk that the announcement and
consummation of the proposed
business combination disrupts QualTek's current
operations and future plans;
- the ability to recognize the anticipated benefits of the
proposed business combination;
- unexpected costs related to the proposed
business combination;
- the amount of any redemptions
by existing holders of ROCR's
common stock being greater than expected;
- limited liquidity and trading of ROCR's
securities;
- geopolitical risk and changes in applicable laws
or regulations;
- the possibility that ROCR and/or QualTek may be
adversely affected by other economic,
business, and/or competitive factors;
- operational risk;
- risk that the COVID-19 pandemic, and local,
state, and federal responses to addressing the
pandemic may have an adverse effect on our business
operations, as well as
our financial condition and results
of operations; and
- the risks that the consummation of the
proposed business
combination is substantially delayed or does
not occur.
Should one or more of these risks or uncertainties materialize
or should any of the assumptions made by the management of ROCR and
QualTek prove incorrect, actual results may vary in material
respects from those projected in these forward-looking
statements.
Any financial projections in this communication are
forward-looking statements that are based on assumptions that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond ROCR's and QualTek's control. While all
projections are necessarily speculative, ROCR and QualTek believe
that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further
out the projection extends from the date of preparation. The
assumptions and estimates underlying the projected results are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of
projections in this communication should not be regarded as an
indication that ROCR and QualTek, or their representatives,
considered or consider the projections to be a reliable prediction
of future events.
Annualized, pro forma, projected and estimated numbers,
including as to value, are used for illustrative purpose only, are
not forecasts and may not reflect actual results.
All subsequent written and oral forward-looking statements
concerning the proposed business combination or other matters
addressed in this communication and attributable to ROCR, QualTek
or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements contained or referred
to in this communication. Except to the extent required by
applicable law or regulation, ROCR and QualTek undertake no
obligation to update these forward-looking statements to reflect
events or circumstances after the date of this communication to
reflect the occurrence of unanticipated events.
Non-GAAP Financial Measures
This communication references Adjusted EBITDA, which is a
financial measure that is not prepared in accordance with
United States generally accepted
accounting principles ("GAAP"). This non-GAAP financial measure
does not have a standardized meaning, and the definition of
Adjusted EBITDA used by QualTek may be different from other,
similarly named non-GAAP financial measures used by others.
Although QualTek does provide guidance for Adjusted EBITDA, it is
not able to forecast the most directly comparable measures
calculated and presented in accordance with GAAP without
unreasonable effort. Certain elements of the composition of the
GAAP amounts are not predictable, making it impracticable for
QualTek to forecast. As a result, no GAAP guidance or
reconciliation of QualTek's Adjusted EBITDA guidance is provided.
For the same reasons, QualTek is unable to assess the probable
significance of the unavailable information, which could have a
potentially significant impact on its future GAAP financial
results. Further information on this non-GAAP financial
measure is included in the proxy statement.
Contact:
Gianna Lucchesi
PR@qualtekservices.com
(484) 804-4585
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SOURCE QualTek LLC