HOLLYWOOD, Fla.--(BUSINESS WIRE)--Acuren Corporation (the "Company†) (NYSE: TIC) today announced that it will rebrand as TIC Solutions, Inc. ("TIC†or "TIC Solutions†), following its recent merger with NV5. Together, Acuren and NV5 bring decades of recognized expertise in testing, inspection, certification, engineering, consulting and geospatial services. The new corporate identity unifies the combined enterprise, while Acuren, NV5 and other legacy brands will continue to operate as trusted cus. ...

We recently published 10 Stocks Stole the Show, 5 Hit Historic Highs. Acuren Corporation (NYSE:TIC) is one of the best performers on Thursday. Acuren climbed by 22.94 percent on Thursday to close at $13.45 apiece as investors resorted to bargain-hunting following four straight days of decline. The company, a leading provider of critical asset integrity services, recently received a bullish rating from Jefferies’ initial coverage for its stock, with a $16 price target and a “buy” recommendation. The price ...

Financial Data and Key Metrics Changes - Reported service revenues for Q2 2025 were $313.9 million, a 1.5% increase from $309.3 million in the prior year period, with a constant currency growth of 2.1% [13] - Adjusted gross margin for Q2 2025 was 28.8%, a decrease of 30 basis points compared to the prior year, primarily due to foreign exchange headwinds [14] - Adjusted EBITDA for Q2 2025 was $54.6 million, down from $59.1 million in the prior year, resulting in an adjusted EBITDA margin of 17.4% compared to 19.1% in the prior year [14][16] Business Line Data and Key Metrics Changes - The company experienced steady revenue growth and solid adjusted EBITDA margin performance, driven by strong call out activity addressing urgent customer needs [6][7] - The asset integrity services segment continues to drive demand, even amid customer capital spending constraints [7] Market Data and Key Metrics Changes - The company noted sustained momentum among existing customers and continued success in securing new customers, particularly in the asset integrity management business [6][7] - The combination with NV5 is expected to enhance the company's ability to deliver integrated solutions across various end markets, including industrial and infrastructure [10][18] Company Strategy and Development Direction - The acquisition of NV5, valued at approximately $1.7 billion, is seen as a transformative step to position the company as a market leader in testing, inspection, certification, and compliance (TIC) and engineering services [5][15] - The integration of NV5 is expected to create substantial cross-selling opportunities and enhance the company's service offerings [10][19] - The company aims to reduce net leverage to under three times through growth, operational execution, and disciplined cash flow generation [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's resilience and ability to navigate macroeconomic challenges, emphasizing the essential nature of their services [11][21] - The company plans to provide updated financial guidance reflecting the combined business in November, following a thorough review [16][17] Other Important Information - The company has established a dedicated integration management office to drive accountability and pace in the NV5 integration process [20] - Management highlighted the importance of retaining top talent from both organizations during the integration [19] Q&A Session Summary Question: Clarification on normalized business mix and its impact on margins - Management explained that the margin stability is typical, with slight variations due to seasonal work peaks in Q2 and Q3 [27][28] Question: Details on one-time costs and future benefits from business transformation - Management indicated ongoing costs related to public company build-up and acquisitions, with expectations of returning to normalized levels [30][31] Question: Insights on transformation and potential benefits - Management highlighted new end markets and cross-selling opportunities as key benefits from the acquisition [33][34] Question: Impact of economic slowdown on business - Management noted resilience across end markets, with some strain in the chemical sector but overall stability expected [50][52] Question: Strong call out work in the quarter - Management attributed strong call out work to specific projects, indicating it was not an abnormal variance [56][58]

Acuren-NV5 Transaction - The merger between Acuren and NV5 was announced on May 15, 2025, and closed on August 4, 2025 [12] - NV5 shareholders received $10.00 in cash and 1.1523 shares of Acuren stock for each NV5 share [12] - The transaction's enterprise value was approximately $1.7 billion, including the repayment of NV5's $208 million outstanding debt and the issuance of approximately 79 million Acuren shares to NV5 shareholders [12] - New debt financing of $875 million was used to fund the cash consideration, resulting in a net leverage ratio of 4.1x [12] Combined Company Financial Highlights - The combined company is expected to be a $2 billion+ revenue leader in tech-enabled TICC and engineering services [12] - Illustrative combined revenue for 2024 was $2.039 billion [29] - Illustrative combined revenue for the first half of 2025 was $1.034 billion, compared to $976.2 million for the first half of 2024 [30, 80] - Approximately 70% of the combined revenue is from the United States, and approximately 30% is from international markets [20] Legacy Acuren Q2 2025 Performance - Acuren's Q2 2025 revenue was $314 million, compared to $309 million in Q2 2024 [26] - Adjusted EBITDA for Q2 2025 was $54.561 million, compared to $59.111 million in Q2 2024 [71] - Adjusted Gross Profit for Q2 2025 was $90.320 million, with an Adjusted Gross Margin of 28.8% [69]

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=Part%20I%20%E2%80%93%20Financial%20Information) [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201%2E%20FINANCIAL%20STATEMENTS) [Condensed Consolidated Balance Sheets (unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28unaudited%29) Acuren Corporation's Condensed Consolidated Balance Sheets detail financial position, with slight increases in assets and liabilities, and equity growth despite a rising accumulated deficit | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | % Change | | :-------------------- | :------------ | :---------------- | :----- | :------- | | Total assets | $2,242,358 | $2,207,739 | $34,619 | 1.57% | | Total liabilities | $1,063,295 | $1,056,567 | $6,728 | 0.64% | | Total stockholders' equity | $1,179,063 | $1,151,172 | $27,891 | 2.42% | | Cash and cash equivalents | $130,056 | $139,134 | $(9,078) | -6.52% | | Accounts receivable, net | $257,646 | $236,520 | $21,126 | 8.93% | | Goodwill | $876,790 | $845,939 | $30,851 | 3.65% | | Accumulated deficit | $(133,015) | $(106,989) | $(26,026)| 24.33% | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29%20%28unaudited%29) The Condensed Consolidated Statements of Operations show increased service revenue but declining gross profit and net losses for both periods, with a significantly higher loss in the six-month Successor period | Metric (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | Service revenue | $313,925 | $309,292 | $4,633 | 1.50% | | Gross profit | $74,101 | $80,619 | $(6,518) | -8.08% | | Income from operations | $18,350 | $19,749 | $(1,399) | -7.09% | | Net loss | $(233) | $(5,450) | $5,217 | -95.72% | | Metric (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | Service revenue | $548,140 | $532,354 | $15,786 | 2.97% | | Gross profit | $117,770 | $136,467 | $(18,697)| -13.70% | | Income from operations | $8,910 | $33,743 | $(24,833)| -73.60% | | Net loss | $(26,026) | $(6,721) | $(19,305)| 287.23% | [Condensed Consolidated Statements of Stockholders' Equity (unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28unaudited%29) The Condensed Consolidated Statements of Stockholders' Equity detail equity changes, with total equity increasing in the Successor period due to share-based compensation and other comprehensive income, despite net losses | Metric (in thousands) | Successor (Dec 31, 2024) | Successor (June 30, 2025) | Change (H1 2025) | | :-------------------- | :----------------------- | :------------------------ | :--------------- | | Total Stockholders' Equity | $1,151,172 | $1,179,063 | $27,891 | | Net loss (H1 2025) | | $(26,026) | | | Share-based compensation expense (H1 2025) | | $2,980 | | | Other comprehensive income (H1 2025) | | $50,937 | | | Metric (in thousands) | Predecessor (Dec 31, 2023) | Predecessor (June 30, 2024) | Change (H1 2024) | | :-------------------- | :----------------------- | :------------------------ | :--------------- | | Total Stockholders' Equity | $381,999 | $380,136 | $(1,863) | | Net loss (H1 2024) | | $(6,721) | | | Share-based compensation expense (H1 2024) | | $17,696 | | | Other comprehensive loss (H1 2024) | | $(12,838) | | [Condensed Consolidated Statements of Cash Flows (unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%28unaudited%29) The Condensed Consolidated Statements of Cash Flows show significant improvement in Successor period operating cash flow, less cash used in investing, and a shift in financing activities from providing to using cash | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Operating activities | $26,305 | $(8,754) | $35,059 | | Investing activities | $(28,407) | $(56,627) | $28,220 | | Financing activities | $(10,308) | $8,750 | $(19,058)| | Net change in cash and cash equivalents | $(9,078) | $(56,265) | $47,187 | [Notes to the Condensed Consolidated Financial Statements (unaudited)](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20%28unaudited%29) These notes provide essential context for the financial statements, detailing accounting policies, business combinations, equity, debt, tax, and other disclosures, clarifying the Acuren Acquisition's impact and recent corporate actions [NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%201%2E%20BASIS%20OF%20PRESENTATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - Acuren Corporation is a leading provider of critical asset integrity services, primarily operating in North America across various industrial markets such as chemical, pipeline, refinery, and power generation[20](index=20&type=chunk) - The company completed the Acuren Acquisition on July 30, 2024, and subsequently changed its name from Admiral Acquisition Limited. This acquisition established Acuren as the accounting acquirer (Successor) and ASP Acuren as the accounting Predecessor, resulting in non-comparable financial statements across periods due to the application of acquisition method accounting[21](index=21&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) [NOTE 2. BUSINESS COMBINATIONS](index=11&type=section&id=NOTE%202%2E%20BUSINESS%20COMBINATIONS) - During the first six months of 2025, Acuren (Successor) completed two minor business combinations for a total cash consideration of **$16.7 million**, contributing **$3.0 million** in service revenue and **$3.9 million** in goodwill[28](index=28&type=chunk) - The significant Acuren Acquisition was completed on July 30, 2024, with an aggregate purchase consideration of **$1.9 billion**, comprising **$1.87 billion** in cash and **$4.0 million** in equity consideration. This acquisition resulted in the recognition of **$865.6 million** in goodwill[29](index=29&type=chunk)[31](index=31&type=chunk) - In the first six months of 2024, the Predecessor completed three minor business combinations for **$47.6 million** cash, generating **$7.5 million** in revenue and **$22.2 million** in goodwill[32](index=32&type=chunk) [NOTE 3. STOCKHOLDERS' EQUITY](index=12&type=section&id=NOTE%203%2E%20STOCKHOLDERS%27%20EQUITY) - On December 16, 2024, the Company domesticated from the British Virgin Islands to Delaware, converting ordinary shares to common stock and Founder Preferred Shares to Series A Preferred Stock on a one-to-one basis, with no change in outstanding shares or proportional equity interest[33](index=33&type=chunk) | Share Class | Par Value | Authorized Shares | Issued & Outstanding (June 30, 2025) | | :---------- | :-------- | :---------------- | :----------------------------------- | | Common Stock | $0.0001 | 500,000,000 | 121,476,215 | | Preferred Stock | $0.0001 | 5,000,000 | | | Series A Preferred Stock | | | 1,000,000 | - Holders of Series A Preferred Stock are entitled to an annual dividend in common stock, equal to **20%** of the common stock's market price appreciation above **$10.00 per share**, once the average price exceeds **$11.50** for **10 consecutive trading days** (condition met in Q1 2025). These shares automatically convert to common stock on a one-for-one basis on December 31, 2034, or at the holder's option prior to that date[36](index=36&type=chunk)[37](index=37&type=chunk)[40](index=40&type=chunk) - As of June 30, 2025, there were **18,264,876 warrants** outstanding, exercisable for approximately **4,566,219 shares** of common stock at an exercise price of **$11.50 per share**, expiring three years after the Acuren Acquisition[43](index=43&type=chunk) [NOTE 4. EARNINGS PER SHARE](index=15&type=section&id=NOTE%204%2E%20EARNINGS%20PER%20SHARE) | Metric | 3 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2025 (Successor) | | :----- | :--------------------------------------- | :--------------------------------------- | | Basic loss per common stock | $(0.00) | $(0.21) | | Basic loss per Series A Preferred Stock | $(0.00) | $(0.21) | | Diluted loss per common stock | $(0.00) | $(0.21) | | Diluted loss per Series A Preferred Stock | $(0.00) | $(0.21) | | Metric | 3 Months Ended June 30, 2024 (Predecessor) | 6 Months Ended June 30, 2024 (Predecessor) | | :----- | :--------------------------------------- | :--------------------------------------- | | Basic loss per common share | $(1.08) | $(1.34) | | Diluted loss per common share | $(1.08) | $(1.34) | - For the three and six months ended June 30, 2025, potentially dilutive shares (stock options, warrants, RSUs, and contingently issuable Series A Preferred Stock dividends) were excluded from diluted EPS calculations as their impact would have been anti-dilutive[47](index=47&type=chunk) [NOTE 5. ACCOUNTS RECEIVABLE](index=17&type=section&id=NOTE%205%2E%20ACCOUNTS%20RECEIVABLE) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Accounts receivable | $204,555 | $216,613 | $(12,058)| | Unbilled receivable | $56,281 | $24,171 | $32,110 | | Allowance for credit losses | $(3,190) | $(4,264) | $1,074 | | Total accounts receivable, net | $257,646 | $236,520 | $21,126 | [NOTE 6. PROPERTY AND EQUIPMENT](index=17&type=section&id=NOTE%206%2E%20PROPERTY%20AND%20EQUIPMENT) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Property and equipment, net | $185,675 | $189,233 | $(3,558)| | Depreciation Expense (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Total depreciation expense | $16,315 | $9,519 | $6,796 | | Depreciation Expense (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Total depreciation expense | $31,912 | $18,712 | $13,200 | [NOTE 7. GOODWILL](index=18&type=section&id=NOTE%207%2E%20GOODWILL) | Metric (in thousands) | December 31, 2024 | June 30, 2025 | Change (H1 2025) | | :-------------------- | :---------------- | :------------ | :--------------- | | Balance | $845,939 | $876,790 | $30,851 | | Acquisitions | | $3,927 | | | Currency adjustments | | $26,924 | | [NOTE 8. INTANGIBLE ASSETS](index=18&type=section&id=NOTE%208%2E%20INTANGIBLE%20ASSETS) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Net Carrying Amount | $742,092 | $740,657 | $1,435 | | Amortization Expense (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Amortization expense | $13,200 | $10,200 | $3,000 | | Amortization Expense (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :---------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Amortization expense | $26,200 | $20,100 | $6,100 | [NOTE 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES](index=18&type=section&id=NOTE%209%2E%20ACCRUED%20EXPENSES%20AND%20OTHER%20CURRENT%20LIABILITIES) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Total accrued expenses and other current liabilities | $73,704 | $67,676 | $6,028 | | Accrued salaries, wages and related employee benefits | $35,737 | $33,929 | $1,808 | | Income taxes payable | $6,993 | $2,633 | $4,360 | [NOTE 10. FAIR VALUE MEASUREMENTS](index=18&type=section&id=NOTE%2010%2E%20FAIR%20VALUE%20MEASUREMENTS) - The Company categorizes fair value measurements into a three-level hierarchy: Level 1 for unadjusted quoted prices in active markets, Level 2 for observable inputs (direct or indirect), and Level 3 for unobservable inputs[57](index=57&type=chunk)[63](index=63&type=chunk) - The carrying values of cash, accounts receivable, prepaid expenses, accounts payable, and accrued expenses approximate their fair values due to their short maturity. Long-term debt and finance lease obligations also approximate fair value based on current lending rates[58](index=58&type=chunk) [NOTE 11. LONG-TERM DEBT](index=19&type=section&id=NOTE%2011%2E%20LONG-TERM%20DEBT) | Metric (in thousands) | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Total debt | $751,263 | $754,798 | $(3,535)| | Long-term debt, net of current portion | $743,532 | $747,048 | $(3,516)| | Term Loan outstanding principal | $769,197 | $773,063 | $(3,866)| | Revolving credit facility outstanding | $0 | $0 | $0 | - The 2024 Credit Agreement provides for a **$775.0 million** seven-year senior secured Term Loan and a **$75.0 million** five-year senior secured Revolving Credit Facility. As of June 30, 2025, the Company was in compliance with all covenants[61](index=61&type=chunk)[65](index=65&type=chunk) - On January 31, 2025, the Term Loan interest rate margins decreased (base rate from **2.50% to 1.75%**, SOFR from **3.50% to 2.75%**). Subsequently, on August 4, 2025, in connection with the NV5 acquisition, new fungible term loans of **$875.0 million** were added, increasing total term loans to **$1.6 billion**, and the Revolving Credit Facility increased to **$125.0 million**[67](index=67&type=chunk)[69](index=69&type=chunk)[98](index=98&type=chunk) [NOTE 12. FINANCIAL INSTRUMENTS](index=21&type=section&id=NOTE%2012%2E%20FINANCIAL%20INSTRUMENTS) - The Company uses interest rate swap agreements to mitigate interest rate exposure on its variable rate debt. These derivatives were not designated as hedging instruments, and all historical agreements were terminated during the six months ended June 30, 2024 (Predecessor)[75](index=75&type=chunk) [NOTE 13. INCOME TAXES](index=21&type=section&id=NOTE%2013%2E%20INCOME%20TAXES) | Metric | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | | :----- | :--------------------------------------- | :--------------------------------------- | | Income tax expense | $3,909 | $7,909 | | Effective tax rate | 106.3% | 321.6% | | Metric | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | | :----- | :--------------------------------------- | :--------------------------------------- | | Income tax expense | $5,374 | $7,199 | | Effective tax rate | (26.0)% | 1,506.1% | - The effective tax rates for the Successor period were significantly impacted by the disparity between results of operations across tax jurisdictions and a **$11.1 million** valuation allowance recorded against interest limitation carryforwards. The Predecessor's high effective tax rate was primarily due to non-deductible stock compensation expense[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - The 'One Big Beautiful Bill Act,' enacted on July 4, 2025, includes changes to federal tax law (e.g., R&D expensing, bonus depreciation). The Company is evaluating its impact on future periods, as these changes were not reflected in the H1 2025 financial statements[80](index=80&type=chunk) [NOTE 14. STOCK-BASED COMPENSATION](index=21&type=section&id=NOTE%2014%2E%20STOCK-BASED%20COMPENSATION) - Acuren's RSU program includes time-based units (vest over three years), market-based units (vest upon stock price reaching **$20.00**), and performance-based units (vest based on Adjusted EBITDA targets)[82](index=82&type=chunk)[83](index=83&type=chunk) | Metric (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2025 (Successor) | | :-------------------- | :--------------------------------------- | :--------------------------------------- | | Total share-based compensation expense | $1,900 | $3,000 | | Time-based RSUs | $900 | $1,700 | | Market-based RSUs | $300 | $600 | | Performance-based RSUs | $700 | $700 | - As of June 30, 2025, total unrecognized compensation expense was **$9.3 million** for time-based RSUs (avg. **2.3 years**), **$2.5 million** for market-based RSUs (avg. **1.7 years**), and **$8.7 million** for performance-based RSUs (avg. **2.8 years**)[86](index=86&type=chunk) [NOTE 15. COMMITMENTS AND CONTINGENCIES](index=22&type=section&id=NOTE%2015%2E%20COMMITMENTS%20AND%20CONTINGENCIES) - The Company is involved in various legal claims arising in the normal course of business but does not anticipate any material adverse effect on its business, results of operations, cash flows, or financial condition from these liabilities[87](index=87&type=chunk) [NOTE 16. SEGMENT REPORTING](index=22&type=section&id=NOTE%2016%2E%20SEGMENT%20REPORTING) - Acuren operates in two reportable segments: United States and Canada, both providing the same services to a similar customer base. Operations in the UK are included within the United States segment[106](index=106&type=chunk) | Segment (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | US Service Revenue | $164,079 | $165,623 | $(1,544) | -0.93% | | Canada Service Revenue | $150,339 | $144,036 | $6,303 | 4.38% | | US Gross Profit | $37,828 | $44,079 | $(6,251) | -14.18% | | Canada Gross Profit | $36,273 | $36,540 | $(267) | -0.73% | | Segment (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :--------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | US Service Revenue | $311,769 | $308,927 | $2,842 | 0.92% | | Canada Service Revenue | $237,311 | $224,191 | $13,120 | 5.85% | | US Gross Profit | $65,922 | $81,075 | $(15,153)| -18.69% | | Canada Gross Profit | $51,848 | $55,392 | $(3,544) | -6.40% | [NOTE 17. RELATED PARTIES](index=23&type=section&id=NOTE%2017%2E%20RELATED%20PARTIES) - Mariposa Acquisition IX, LLC (the "Founder Entity"), controlled by Co-Chairman Sir Martin E. Franklin, holds **1,000,000 shares** of Series A Preferred Stock and **18,877,500 shares** of common stock[91](index=91&type=chunk) - The Company incurred advisory fees of **$0.5 million** and **$1.0 million** for the three and six months ended June 30, 2025, respectively, paid to Mariposa Capital, LLC, an affiliate of the Company's Co-Chairmen[92](index=92&type=chunk) - During the Predecessor period ended June 30, 2024, the Company expensed **$0.9 million** (three months) and **$1.7 million** (six months) to American Securities, LLC, an agreement that terminated upon the Acuren Acquisition[92](index=92&type=chunk)[94](index=94&type=chunk) [NOTE 18. SUPPLEMENTAL CASH FLOW DISCLOSURES](index=25&type=section&id=NOTE%2018%2E%20SUPPLEMENTAL%20CASH%20FLOW%20DISCLOSURES) | Metric (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Interest paid | $28,269 | $7,377 | $20,892 | | Income taxes paid | $12,293 | $16,723 | $(4,430) | | Purchases of property and equipment accrued and not yet paid | $2,729 | $1,795 | $934 | | Increases in operating lease assets | $4,464 | $6,688 | $(2,224) | | Increases in finance lease assets | $7,512 | $5,776 | $1,736 | [NOTE 19. SUBSEQUENT EVENTS](index=25&type=section&id=NOTE%2019%2E%20SUBSEQUENT%20EVENTS) - On August 4, 2025, the Company completed the acquisition of NV5 Global, Inc. for approximately **$1.7 billion**, consisting of **$618.7 million** in cash and the issuance of approximately **79.0 million shares** of common stock[96](index=96&type=chunk) - In connection with the NV5 acquisition, the Credit Agreement was amended to include new fungible term loans of **$875.0 million**, increasing total term loans to **$1.6 billion**, and to increase the senior secured revolving credit facility from **$75.0 million to $125.0 million**[98](index=98&type=chunk) - The initial accounting for the NV5 acquisition is incomplete, and required disclosures will be provided in the Form 10-Q for the quarter ended September 30, 2025[97](index=97&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=26&type=section&id=ITEM%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) [Overview](index=27&type=section&id=Overview) Acuren Corporation is a leading North American provider of critical asset integrity services, specializing in TICC, NDT, RAT solutions, and engineering consulting across diverse industrial markets - Acuren is a leading provider of critical asset integrity services in North America, catering to industrial markets such as chemical, pipeline, refinery, power generation, and renewable energy[104](index=104&type=chunk) - The company's services include Testing, Inspection, Certification and Compliance (TICC), Nondestructive Testing (NDT), Rope Access Technology (RAT) solutions for difficult-to-reach areas, and specialized materials engineering with in-lab destructive testing capabilities[105](index=105&type=chunk) - Acuren operates with two reportable segments: the United States (which includes UK operations) and Canada, both offering similar services to comparable customer bases[106](index=106&type=chunk) [Recent Developments](index=27&type=section&id=Recent%20Developments) Recent developments include the **$1.7 billion** NV5 Global acquisition, new tax legislation, and repriced credit facility interest rate margins, impacting the company's financial structure and future tax obligations [Merger with NV5 and Issuance of New Fungible Term Loans](index=27&type=section&id=Merger%20with%20NV5%20and%20Issuance%20of%20New%20Fungible%20Term%20Loans) - On August 4, 2025, Acuren completed the acquisition of NV5 Global, Inc. for approximately **$1.7 billion**, paid with **$618.7 million** in cash and **79.0 million shares** of common stock[107](index=107&type=chunk) - In connection with the NV5 acquisition, the Credit Agreement was amended to include **$875.0 million** in new fungible term loans, increasing the total term loans outstanding to **$1.6 billion**, and to increase the senior secured revolving credit facility from **$75.0 million to $125.0 million**[110](index=110&type=chunk) [Tax Legislation](index=27&type=section&id=Tax%20Legislation) - The 'One Big Beautiful Bill Act' was enacted on July 4, 2025, introducing changes to federal tax law, including the restoration of immediate expensing for domestic R&D expenditures, reinstatement of **100% bonus depreciation**, and more favorable rules for business interest expense limitations[108](index=108&type=chunk) - These tax law changes were not reflected in the income tax provision for the three and six months ended June 30, 2025, as the enactment occurred after the balance sheet date. The Company is currently evaluating the impact on future periods[108](index=108&type=chunk) [Credit Facility Updates](index=27&type=section&id=Credit%20Facility%20Updates) - On January 31, 2025, the Company entered into the First Amendment to the Credit Agreement, which decreased the interest rate margins for the Term Loan (base rate from **2.50% to 1.75%**, SOFR from **3.50% to 2.75%**)[109](index=109&type=chunk) - A Second Amendment to the Credit Agreement, entered into on August 4, 2025, in connection with the NV5 acquisition, increased the total term loans outstanding to **$1.6 billion** and the senior secured revolving credit facility from **$75.0 million to $125.0 million**[110](index=110&type=chunk) [Certain Factors and Trends Affecting Acuren's Results of Operations](index=28&type=section&id=Certain%20Factors%20and%20Trends%20Affecting%20Acuren%27s%20Results%20of%20Operations) Acuren's results are influenced by recent acquisitions, potential cost increases from tariffs, inflationary pressures, and the ongoing evaluation of the OECD's Pillar 2 global minimum corporate tax framework [Summary of Acquisitions](index=28&type=section&id=Summary%20of%20Acquisitions) - In addition to the significant Acuren Acquisition, the Company completed other minor acquisitions during the reported periods, which impact the comparability of its results of operations[112](index=112&type=chunk) [Economic, Industry and Market Factors](index=28&type=section&id=Economic%2C%20Industry%20and%20Market%20Factors) - The Company may experience increased costs due to recent tariff developments between the United States, Canada, and the UK, and has observed inflationary pressures in 2024 and 2025, which it aims to mitigate through cost management and pricing initiatives[113](index=113&type=chunk) - Acuren is evaluating the impact of the OECD's Pillar 2 framework for a global minimum corporate tax of **15%**, with certain aspects effective January 1, 2024, and others January 1, 2025. To date, Pillar 2 has not had a material impact on the effective tax rate or consolidated financial statements[114](index=114&type=chunk) [Description of Key Financial Statement Line Items](index=28&type=section&id=Description%20of%20Key%20Financial%20Statement%20Line%20Items) This section defines key financial statement line items: Service revenue, Cost of revenue, and Selling, general and administrative expenses, explaining their composition and recognition methods [Service revenue](index=28&type=section&id=Service%20revenue) - Service revenue is generated from Acuren's professionals (engineers, scientists, technicians) performing inspections, testing, and related services for customers, primarily on a time and materials basis, and is recognized as services are performed[115](index=115&type=chunk) [Cost of revenue](index=28&type=section&id=Cost%20of%20revenue) - Cost of revenue primarily consists of direct labor, materials, and indirect costs such as supplies, tools, facility costs, equipment depreciation, and travel expenses, recognized as labor hours are incurred[116](index=116&type=chunk) [Selling, general and administrative expenses](index=28&type=section&id=Selling%2C%20general%20and%20administrative%20expenses) - Selling, general and administrative expenses include indirect costs of services, employee compensation, information systems and technology costs, share-based compensation, amortization of intangibles, and facility-related expenses[117](index=117&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) This section analyzes Acuren's operating results, comparing Successor (2025) to Predecessor (2024) periods, with the Acuren Acquisition significantly impacting comparability of service revenue, gross profit, and net loss | Metric (in thousands) | 3 Months Ended June 30, 2025 (Successor) | 3 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | Service revenue | $313,925 | $309,292 | $4,633 | 1.5% | | Gross profit | $74,101 | $80,619 | $(6,518) | -8.1% | | Selling, general and administrative expenses | $55,236 | $60,870 | $(5,634) | -9.3% | | Income from operations | $18,350 | $19,749 | $(1,399) | -7.1% | | Net loss | $(233) | $(5,450) | $5,217 | -95.7% | | Metric (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | % Change | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :----- | :------- | | Service revenue | $548,140 | $532,354 | $15,786 | 3.0% | | Gross profit | $117,770 | $136,467 | $(18,697)| -13.7% | | Selling, general and administrative expenses | $107,694 | $102,724 | $4,970 | 4.8% | | Income from operations | $8,910 | $33,743 | $(24,833)| -73.6% | | Net loss | $(26,026) | $(6,721) | $(19,305)| 287.2% | [Comparison of the three months ended June 30, 2025 (Successor) to the three months ended June 30, 2024 (Predecessor)](index=29&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202025%20%28Successor%29%20to%20the%20three%20months%20ended%20June%2030%2C%202024%20%28Predecessor%29) - Service revenue increased by **1.5%** to **$313.9 million**, driven by new customer wins and higher volumes of callout work[120](index=120&type=chunk) - Cost of revenue increased by **5.0%** to **$239.8 million**, primarily due to higher direct costs supporting increased volumes, direct depreciation expense from the Acuren Acquisition, and incremental labor/onboarding costs for new customer sites[121](index=121&type=chunk) - Gross profit decreased by **8.1%** to **$74.1 million**, mainly attributable to the absence of high-margin turnaround activity and changes in business mix, partially offset by strong callout activity and new customer contributions[122](index=122&type=chunk) - Selling, general and administrative (SG&A) expenses decreased by **9.3%** to **$55.2 million**, primarily due to lower share-based compensation expense, partially offset by higher amortization from the Acuren Acquisition and increased employee/transaction-related costs[124](index=124&type=chunk) - Total depreciation and amortization expense increased by **50.2%** to **$29.5 million**, driven by the step-up in property and equipment and intangible assets resulting from the Acuren Acquisition[125](index=125&type=chunk) - Net interest expense decreased by **12.1%** to **$15.5 million**, primarily due to lower average interest rates compared to the prior year period[126](index=126&type=chunk) [Comparison of the six months ended June 30, 2025 (Successor) to the six months ended June 30, 2024 (Predecessor)](index=31&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202025%20%28Successor%29%20to%20the%20six%20months%20ended%20June%2030%2C%202024%20%28Predecessor%29) - Service revenue increased by **3.0%** to **$548.1 million**, driven by strong performance in run and maintain and callout work, partially offset by lower non-recurring turnaround activity and adverse weather in the U.S. during Q1 2025[128](index=128&type=chunk) - Cost of revenue increased by **8.7%** to **$430.4 million**, primarily due to direct costs associated with the increased revenue base and higher depreciation expense from the Acuren Acquisition[129](index=129&type=chunk) - Gross profit decreased by **13.7%** to **$117.8 million**, mainly due to adverse weather events in Q1 2025, the timing of turnaround activity, a less favorable mix of work, and the absence of certain one-time, higher-margin projects from the prior year[130](index=130&type=chunk) - Selling, general and administrative (SG&A) expenses increased by **4.8%** to **$107.7 million**, driven primarily by higher employee-related costs and increased amortization expense related to the step-up in intangible assets from the Acuren Acquisition[131](index=131&type=chunk) - Total depreciation and amortization expense increased by **50.0%** to **$58.1 million**, primarily due to the step-up in property and equipment and intangible assets from the Acuren Acquisition[132](index=132&type=chunk) - Net interest expense decreased by **6.2%** to **$31.5 million**, primarily due to lower average interest rates compared to the prior year period[133](index=133&type=chunk) [Operating Segment Results](index=34&type=section&id=Operating%20Segment%20Results) This section analyzes Acuren's United States and Canada operating segments for the three and six months ended June 30, 2025 (Successor) compared to 2024 (Predecessor), detailing changes in service revenue and gross profit [Comparison of the three months ended June 30, 2025 (Successor) to the three months ended June 30, 2024 (Predecessor)](index=34&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202025%20%28Successor%29%20to%20the%20three%20months%20ended%20June%2030%2C%202024%20%28Predecessor%29) - United States service revenue decreased by **0.9%** to **$164.1 million**, primarily due to lower turnaround volumes and softness in the chemicals and refining end markets[138](index=138&type=chunk) - United States segment gross profit decreased by **14.2%** to **$37.8 million**, mainly attributable to lower turnaround and project activity compared to the prior year's second quarter[139](index=139&type=chunk) - Canada service revenue increased by **4.4%** to **$150.3 million**, driven by higher customer penetration and improved volumes in run and maintain and callout work, supported by growth in energy processing and midstream energy infrastructure[140](index=140&type=chunk) - Canada segment gross profit slightly decreased by **0.7%** to **$36.3 million**, primarily due to a less favorable mix of work and the absence of one-time higher margin projects that benefited the prior year period[141](index=141&type=chunk) [Comparison of the six months ended June 30, 2025 (Successor) to the six months ended June 30, 2024 (Predecessor)](index=35&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202025%20%28Successor%29%20to%20the%20six%20months%20ended%20June%2030%2C%202024%20%28Predecessor%29) - United States service revenue increased by **0.9%** to **$311.8 million**, driven by improved run and maintain volumes and higher customer penetration, partially offset by adverse weather events in Q1 2025 and reduced customer demand in the chemicals and refining end markets[145](index=145&type=chunk) - United States segment gross profit decreased by **18.7%** to **$65.9 million**, primarily attributable to adverse weather events in Q1 2025, lower turnaround and project volumes, and a less favorable mix of work compared to the prior-year period[146](index=146&type=chunk) - Canada service revenue increased by **5.9%** to **$237.3 million**, driven by higher customer penetration and improved volumes in run and maintain and callout work, supported by growth in the energy processing and midstream energy infrastructure end markets[147](index=147&type=chunk) - Canada segment gross profit decreased by **6.4%** to **$51.8 million**, primarily due to a less favorable mix of work and the absence of one-time higher margin projects that benefited the prior year period[148](index=148&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Acuren's liquidity and capital resources are sufficient to fund operations, service debt, and strategic acquisitions, supported by a Term Loan and Revolving Credit Facility, with improved operating cash flows [Overview](index=35&type=section&id=Overview) - Acuren believes its available cash, future cash flows from operations, access to capital markets, and the Revolving Credit Facility are sufficient to fund operations, service indebtedness, and maintain compliance with debt covenants over the next **12 months**[149](index=149&type=chunk)[151](index=151&type=chunk) - Principal liquidity requirements include working capital, general corporate purposes (capital expenditures, debt service), and funding/integrating strategic acquisitions[151](index=151&type=chunk) [Financing](index=37&type=section&id=Financing) - The Company has a **$775.0 million** seven-year senior secured Term Loan and a **$75.0 million** five-year senior secured revolving credit facility. As of June 30, 2025, **$769.2 million** was outstanding under the Term Loan, with no amounts outstanding under the Revolving Credit Facility[152](index=152&type=chunk) - Acuren was in compliance with all covenants under its Credit Facility as of June 30, 2025[152](index=152&type=chunk) - The Predecessor's 2019 Credit Agreement, which provided for a **$715.0 million** term loan and a **$75.0 million** revolving credit facility, was repaid in full in connection with the Acuren Acquisition on July 30, 2024[153](index=153&type=chunk) [Cash Flows](index=37&type=section&id=Cash%20Flows) | Cash Flow Activity (in thousands) | 6 Months Ended June 30, 2025 (Successor) | 6 Months Ended June 30, 2024 (Predecessor) | Change | | :-------------------------------- | :--------------------------------------- | :--------------------------------------- | :----- | | Operating activities | $26,305 | $(8,754) | $35,059 | | Investing activities | $(28,407) | $(56,627) | $28,220 | | Financing activities | $(10,308) | $8,750 | $(19,058)| | Net change in cash and cash equivalents | $(9,078) | $(56,265) | $47,187 | - Net cash provided by operating activities for the six months ended June 30, 2025, increased by **$35.1 million** to **$26.3 million**, primarily driven by favorable changes in working capital, partially offset by lower gross profit and higher SG&A expenses[155](index=155&type=chunk) - Net cash used in investing activities decreased by **$28.2 million** to **$28.4 million** for the six months ended June 30, 2025, primarily due to less cash used in acquisitions[156](index=156&type=chunk) - Net cash used in financing activities for the six months ended June 30, 2025, was **$10.3 million**, mainly for Term Loan payments, finance lease obligations, and debt issuance costs. In the prior year, net cash provided by financing activities was **$8.8 million**, primarily from 2019 Credit Agreement borrowings[157](index=157&type=chunk) [Off-Balance Sheet Arrangements](index=39&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company did not have any material off-balance sheet arrangements with unconsolidated entities or financial partnerships during the six months ended June 30, 2025, or the six months ended June 30, 2024[160](index=160&type=chunk) [Recently Issued Accounting Pronouncements](index=39&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) - The Company has not adopted any new accounting pronouncements since the audited consolidated financial statements for the year ended December 31, 2024[27](index=27&type=chunk) [Critical Accounting Estimates](index=39&type=section&id=Critical%20Accounting%20Estimates) - There have been no significant changes to the Company's critical accounting policies and estimates from the information provided in its 2024 Annual Report[162](index=162&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=39&type=section&id=ITEM%203%2E%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) - There have been no significant changes to the Company's quantitative and qualitative disclosures about market risk from those discussed in its 2024 Annual Report[163](index=163&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=40&type=section&id=ITEM%204%2E%20CONTROLS%20AND%20PROCEDURES) [Evaluation of Disclosure Controls and Procedures](index=40&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded Acuren's disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses - As of June 30, 2025, the CEO and CFO concluded that the Company's disclosure controls and procedures were not effective at a reasonable assurance level due to material weaknesses previously disclosed in the 2024 Annual Report[165](index=165&type=chunk) [Material Weaknesses in Internal Control Over Financial Reporting](index=40&type=section&id=Material%20Weaknesses%20in%20Internal%20Control%20Over%20Financial%20Reporting) Acuren identified material weaknesses in internal control over financial reporting due to insufficient accounting and IT resources, leading to ineffective period-end financial reporting and IT general controls - The Company lacked a sufficient complement of resources with appropriate accounting knowledge, training, and experience to timely and accurately analyze, record, and disclose accounting matters, and to establish effective processes and controls[167](index=167&type=chunk) - Ineffective controls were identified in the period-end financial reporting process, including the design and maintenance of formal accounting policies, procedures, and controls for complete, accurate, and timely financial accounting, reporting, and disclosures, as well as controls over account reconciliations and journal entries, including segregation of duties[167](index=167&type=chunk) - The Company did not design and maintain effective information technology (IT) general controls for financial reporting systems, specifically regarding user access, program change management, computer operations, and program development controls[169](index=169&type=chunk) - These material weaknesses resulted in the misstatement of income tax provision and deferred tax liabilities, leading to a restatement of financial statements for the Predecessor period, and immaterial audit adjustments to various financial statement line items[167](index=167&type=chunk) [Management's Plans to Remediate the Material Weaknesses](index=41&type=section&id=Management%27s%20Plans%20to%20Remediate%20the%20Material%20Weaknesses) Management is actively implementing remediation plans for material weaknesses, including engaging a third-party SOX advisor, hiring qualified finance personnel, providing targeted training, and enhancing accounting and IT controls - Management has engaged a third-party advisor to support the design and implementation of a robust Sarbanes-Oxley Act (SOX) compliance program[174](index=174&type=chunk) - The Company has hired a new Corporate Controller and VP of Finance with experience in building and enhancing control environments to strengthen the finance organization[174](index=174&type=chunk) - Remediation efforts include delivering targeted training on SOX requirements and internal controls, completing a financial statement risk assessment, documenting business processes and controls, developing enhanced policies for journal entries and account reconciliations, initiating remediation of segregation of duties conflicts, and implementing monitoring controls over key information systems[174](index=174&type=chunk) - The Company plans to continue hiring qualified accounting, finance, and IT personnel to support ongoing remediation and sustain a strong control environment. Full remediation will be concluded only after new and enhanced controls have been in place and tested for effectiveness[171](index=171&type=chunk)[172](index=172&type=chunk) [Changes in Internal Control Over Financial Reporting](index=41&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Aside from ongoing remediation efforts for identified material weaknesses, there have been no other material changes to Acuren's internal control over financial reporting during the three months ended June 30, 2025 - Other than the described remediation efforts, there have been no other material changes to the Company's internal control over financial reporting during the three months ended June 30, 2025[173](index=173&type=chunk) [PART II – OTHER INFORMATION](index=42&type=section&id=Part%20II%20%E2%80%93%20Other%20Information) [ITEM 1. LEGAL PROCEEDINGS](index=42&type=section&id=ITEM%201%2E%20LEGAL%20PROCEEDINGS) - For information on legal proceedings, refer to Note 15. Commitments and Contingencies in this Quarterly Report, which states that the Company does not expect any material adverse effect from current claims[176](index=176&type=chunk) [ITEM 1A. RISK FACTORS](index=42&type=section&id=ITEM%201A%2E%20RISK%20FACTORS) [Risks Related to NV5](index=42&type=section&id=Risks%20Related%20to%20NV5) This section outlines specific risks for NV5, including vulnerability to economic downturns, government funding fluctuations, contract challenges, potential losses from lump-sum agreements, and operational risks - Demand for NV5's services from state and local government and private clients is cyclical and vulnerable to economic downturns, which could lead to project delays, cancellations, and adverse impacts on financial results[178](index=178&type=chunk)[179](index=179&type=chunk) - NV5 derives approximately **63%** of its gross revenues from public and quasi-public governmental agencies, making its business highly dependent on continued government program funding and susceptible to changes in appropriations, budget constraints, or policy shifts[180](index=180&type=chunk)[181](index=181&type=chunk) - NV5's business relies on winning new contracts and renewing existing ones, a process affected by market conditions, financing, and governmental approvals. Failure to secure these could adversely impact profitability[183](index=183&type=chunk) - Lump-sum contracts, which accounted for **52%** of NV5's revenue in fiscal 2024, expose the company to risks such as underestimation of costs, unforeseen difficulties, and delays, potentially leading to project losses[184](index=184&type=chunk) - NV5's financial results can be adversely impacted by adverse weather conditions and seasonal revenue fluctuations, particularly during the months of November through March[185](index=185&type=chunk) - The loss of key personnel or the inability to attract and retain qualified staff, especially those with government security clearances, could significantly disrupt NV5's business operations and ability to provide services[193](index=193&type=chunk)[194](index=194&type=chunk) - Employee, agent, or partner misconduct, or NV5's failure to comply with various laws and regulations (e.g., government procurements, data privacy, anti-bribery), could harm its reputation, lead to fines, penalties, and criminal/civil enforcement actions[196](index=196&type=chunk) - NV5 is subject to stringent and evolving foreign data privacy and security laws (e.g., EU GDPR, UK GDPR). Non-compliance or challenges to data transfer mechanisms could lead to regulatory investigations, litigation, fines, and business disruptions[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) [Risks Related to the NV5 Merger](index=47&type=section&id=Risks%20Related%20to%20the%20NV5%20Merger) This section details risks from the NV5 merger, including potential litigation, integration challenges, stock price volatility, increased indebtedness, and loss of key business relationships - Litigation related to the merger could result in injunctions preventing its completion or substantial costs for Acuren and NV5, diverting management time and resources[209](index=209&type=chunk) - Acuren may face difficulties in successfully integrating NV5's business and realizing anticipated benefits and synergies due to complexities, differing operational philosophies, and challenges in combining systems and assets[211](index=211&type=chunk)[212](index=212&type=chunk)[217](index=217&type=chunk) - The market price of Acuren's common stock may experience volatility due to factors such as the inability to achieve expected benefits and synergies from the merger, transaction costs, or an increase in outstanding shares[214](index=214&type=chunk)[215](index=215&type=chunk) - Acuren's indebtedness increased significantly upon completion of the merger (total term loans to **$1.6 billion**), which could heighten vulnerability to adverse economic conditions, limit access to additional financing, and require a substantial portion of cash flow for debt payments[216](index=216&type=chunk)[220](index=220&type=chunk) - The merger may lead to a loss of customers, distributors, suppliers, and other business partners, or the termination of existing contracts, if these parties are adversely affected by the combination or prefer not to work with the combined entity[218](index=218&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=48&type=section&id=ITEM%202%2E%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) - There were no unregistered sales of equity securities or use of proceeds to report during the period[219](index=219&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=49&type=section&id=ITEM%203%2E%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) - There were no defaults upon senior securities to report during the period[221](index=221&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=49&type=section&id=ITEM%204%2E%20MINE%20SAFETY%20DISCLOSURES) - This item is not applicable to the Company[222](index=222&type=chunk) [ITEM 5. OTHER INFORMATION](index=49&type=section&id=ITEM%205%2E%20OTHER%20INFORMATION) - During the three months ended June 30, 2025, none of the Company's officers or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"[223](index=223&type=chunk) [ITEM 6. EXHIBITS](index=49&type=section&id=ITEM%206%2E%20EXHIBITS) - The exhibits filed with this Quarterly Report include certifications by the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2), the Agreement and Plan of Merger (Exhibit 2.1), and various Inline XBRL documents (Exhibits 101.INS, 101.SCH, 101.DEF, 101.CAL, 101.LAB, 101.PRE, 104)[224](index=224&type=chunk) [Signatures](index=50&type=section&id=Signatures) - The report was duly signed on August 14, 2025, by Talman Pizzey, Chief Executive Officer and Director, and Kristin Schultes, Chief Financial Officer[230](index=230&type=chunk)

[Q2 2025 Performance Overview](index=1&type=section&id=Q2%202025%20Performance%20Overview) Acuren's Q2 2025 performance shows revenue growth and reduced net loss, alongside strategic insights and the NV5 merger details [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Acuren's Q2 2025 revenue grew **1.5%** to **$313.9 million**, with net loss significantly reduced, though Adjusted EBITDA and margin declined - Revenue growth was primarily driven by new customer wins, increased business with existing customers, and strong performance in callout work[1](index=1&type=chunk)[3](index=3&type=chunk)[8](index=8&type=chunk) - The improvement in net loss year-over-year was attributed to the absence of prior-year seller-related stock compensation and transaction expenses, along with lower interest expense[8](index=8&type=chunk) Q2 2025 Key Financial Metrics (Successor vs. Predecessor) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | Change | | :--- | :--- | :--- | :--- | | Revenue | $313.9 million | $309.3 million | +1.5% YoY | | Organic Growth | 2.0% | N/A | N/A | | Net Loss | $0.2 million | $5.5 million | Improved | | Adjusted EBITDA | $54.6 million | $59.1 million | -7.6% YoY | | Adjusted EBITDA Margin | 17.4% | 19.1% | -170 bps | [Management Commentary](index=1&type=section&id=Management%20Commentary) Management emphasized Acuren's resilient business model, strong callout work, expanded customer relationships, and the strategic benefits of the NV5 merger - CEO Tal Pizzey emphasized the strength and resilience of the business model, highlighting strong performance in callout work and expanded service offerings with existing customers[3](index=3&type=chunk) - Executive Chairman Robert A.E. Franklin stated the NV5 combination establishes a market leader with advantages in cross-selling, cost structure optimization, and a strengthened recurring revenue foundation[7](index=7&type=chunk) [Merger with NV5](index=1&type=section&id=Merger%20with%20NV5) Acuren completed its **$1.7 billion** merger with NV5 Global on August 4, 2025, creating a **$2 billion** TICC and engineering services leader - The merger with NV5 was completed on August 4, 2025, creating a market-leading **$2 billion** TICC and engineering services company[2](index=2&type=chunk) - The total transaction value was approximately **$1.7 billion**, including repayment of NV5's debt and the issuance of about **79 million** shares of Acuren common stock[10](index=10&type=chunk) - In connection with the merger, Acuren added **$875.0 million** in new term loan debt, increasing total first lien term loans to **$1.6 billion**, and expanded its revolving credit facility to **$125.0 million**[11](index=11&type=chunk) [Financial Condition and Outlook](index=2&type=section&id=Financial%20Condition%20and%20Outlook) This section reviews Acuren's capital resources, liquidity position, and the company's updated guidance plans post-NV5 merger [Capital Resources and Liquidity](index=2&type=section&id=Capital%20Resources%20and%20Liquidity) Acuren reported **$199.2 million** in total liquidity as of June 30, 2025, with **$130.1 million** in cash and **$751.3 million** in net term loan debt Liquidity and Debt as of June 30, 2025 | Item | Amount | | :--- | :--- | | Cash and cash equivalents | $130.1 million | | Undrawn revolving credit facility | $75.0 million | | **Total Liquidity** | **$199.2 million** | | Total term loan debt (net) | $751.3 million | [2025 Guidance](index=2&type=section&id=2025%20Guidance) Acuren is reviewing its financial outlook post-NV5 acquisition and will provide updated consolidated guidance with its Q3 2025 earnings in November - The company is actively reviewing its financial outlook post-NV5 acquisition and expects to provide refreshed consolidated guidance with its third quarter earnings results in November 2025[12](index=12&type=chunk) [Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Acuren's unaudited condensed consolidated balance sheets, statements of operations, and cash flows for the reported periods [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Acuren's total assets increased to **$2.24 billion** as of June 30, 2025, with total liabilities at **$1.063 billion** and equity at **$1.179 billion** Balance Sheet Summary (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $130,056 | $139,134 | | Total current assets | $399,143 | $394,236 | | Total assets | $2,242,358 | $2,207,739 | | Total current liabilities | $119,190 | $106,331 | | Long-term debt, net | $743,532 | $747,048 | | Total liabilities | $1,063,295 | $1,056,567 | | Total stockholders' equity | $1,179,063 | $1,151,172 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 net loss improved to **$0.2 million** on **$313.9 million** revenue, while the six-month net loss widened to **$26.0 million** due to lower gross profit Q2 Statement of Operations (in thousands) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | | :--- | :--- | :--- | | Service revenue | $313,925 | $309,292 | | Gross profit | $74,101 | $80,619 | | Income from operations | $18,350 | $19,749 | | Net loss | $(233) | $(5,450) | Six Months Statement of Operations (in thousands) | Metric | H1 2025 (Successor) | H1 2024 (Predecessor) | | :--- | :--- | :--- | | Service revenue | $548,140 | $532,354 | | Gross profit | $117,770 | $136,467 | | Income from operations | $8,910 | $33,743 | | Net loss | $(26,026) | $(6,721) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2025 operating cash flow was **$26.3 million**, a turnaround from prior year, with a net cash decrease of **$9.1 million** for the period Six Months Cash Flow Summary (in thousands) | Cash Flow Activity | H1 2025 (Successor) | H1 2024 (Predecessor) | | :--- | :--- | :--- | | Net cash from operating activities | $26,305 | $(8,754) | | Net cash used in investing activities | $(28,407) | $(56,627) | | Net cash (used in) provided by financing activities | $(10,308) | $8,750 | | **Net change in cash** | **$(9,078)** | **$(56,265)** | | Cash at end of period | $130,056 | $30,796 | [Reconciliation of Non-GAAP Financial Measures](index=9&type=section&id=Reconciliation%20of%20Non-GAAP%20Financial%20Measures) This section provides reconciliations for Acuren's non-GAAP financial measures, including Adjusted Gross Profit, Adjusted EBITDA, and Organic Revenue Growth [Adjusted Gross Profit and Margin](index=9&type=section&id=Adjusted%20Gross%20Profit%20and%20Margin) Q2 2025 Adjusted Gross Profit remained flat at **$90.3 million**, with the Adjusted Gross Margin slightly decreasing to **28.8%** Adjusted Gross Profit Reconciliation (in thousands) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | | :--- | :--- | :--- | | Gross profit (GAAP) | $74,101 | $80,619 | | Depreciation expense | $16,219 | $9,481 | | **Adjusted gross profit (Non-GAAP)** | **$90,320** | **$90,100** | | **Adjusted gross margin** | **28.8%** | **29.1%** | [Adjusted EBITDA and Margin](index=10&type=section&id=Adjusted%20EBITDA%20and%20Margin) Q2 2025 Adjusted EBITDA decreased to **$54.6 million**, with the margin contracting to **17.4%** due to various non-recurring adjustments Adjusted EBITDA Reconciliation (in thousands) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | | :--- | :--- | :--- | | Net loss (GAAP) | $(233) | $(5,450) | | EBITDA | $48,664 | $39,698 | | Adjustments | $5,897 | $19,413 | | **Adjusted EBITDA (Non-GAAP)** | **$54,561** | **$59,111** | | **Adjusted EBITDA margin** | **17.4%** | **19.1%** | [Organic Change in Service Revenue](index=11&type=section&id=Organic%20Change%20in%20Service%20Revenue) Acuren's Q2 2025 reported revenue growth was **1.5%**, with organic growth reaching **2.0%** after currency and acquisition adjustments Q2 2025 Organic Revenue Growth Reconciliation | Metric | Percentage | | :--- | :--- | | Service Revenue Change (As Reported) | 1.5% | | Foreign Currency Translation Impact | (0.6)% | | Acquisitions Impact | 0.1% | | **Organic Change In Service Revenue** | **2.0%** | [Adjusted SG&A Expenses](index=12&type=section&id=Adjusted%20SG%26A%20Expenses) Q2 2025 Adjusted SG&A expenses increased to **$36.5 million**, representing **11.6%** of service revenue, after non-recurring cost adjustments Adjusted SG&A Reconciliation (in thousands) | Metric | Q2 2025 (Successor) | Q2 2024 (Predecessor) | | :--- | :--- | :--- | | SG&A expenses (GAAP) | $55,236 | $60,870 | | Adjustments | $(18,711) | $(30,145) | | **Adjusted SG&A expenses (Non-GAAP)** | **$36,525** | **$30,725** | | **Adjusted SG&A as % of revenue** | **11.6%** | **9.9%** | [Other Information](index=2&type=section&id=Other%20Information) This section provides details on the upcoming conference call and important disclosures regarding forward-looking statements [Conference Call Information](index=2&type=section&id=Conference%20Call%20Information) Acuren will host a conference call on Thursday, August 14, 2025, at **8:30 a.m. ET** to discuss its Q2 2025 financial results - A conference call to discuss financial results is scheduled for Thursday, August 14, 2025, at **8:30 a.m. ET** (**7:30 a.m. CT**)[13](index=13&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements regarding future performance and the NV5 merger, subject to risks detailed in SEC filings - The report includes forward-looking statements concerning the benefits of the NV5 merger, future growth, and financial performance, which are subject to risks and uncertainties detailed in SEC filings[18](index=18&type=chunk)[19](index=19&type=chunk)

Group 1 - Halper Sadeh LLC is investigating Foot Locker, Inc. for potential violations related to its sale to DICK'S Sporting Goods, Inc., where shareholders can choose between $24.00 in cash or 0.1168 shares of DICK'S common stock for each share of Foot Locker [1] - NV5 Global, Inc. is being investigated for its sale to Acuren Corporation, with shareholders set to receive approximately $23.00 per share, consisting of $10.00 in cash and an estimated $13.00 in Acuren common stock [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options regarding the proposed transactions [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Part I - Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2025, including balance sheets, statements of operations, stockholders' equity, and cash flows, reporting a net loss of **$25.8 million** on revenues of **$234.2 million** [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets were **$2.18 billion**, slightly down from **$2.21 billion** at year-end 2024, with total liabilities stable at approximately **$1.05 billion** Condensed Consolidated Balance Sheet Summary (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $155,739 | $139,134 | | Total current assets | $376,667 | $394,236 | | Goodwill | $848,977 | $845,939 | | Intangible assets, net | $733,057 | $740,657 | | **Total assets** | **$2,180,280** | **$2,207,739** | | **Liabilities & Equity** | | | | Total current liabilities | $107,928 | $106,331 | | Debt, net of current portion | $744,706 | $747,048 | | **Total liabilities** | **$1,051,233** | **$1,056,567** | | **Total stockholders' equity** | **$1,129,047** | **$1,151,172** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) For Q1 2025, service revenue increased to **$234.2 million**, but a **13.9%** rise in cost of revenue and **25.3%** increase in SG&A expenses led to a net loss of **$25.8 million** Condensed Consolidated Statement of Operations Summary (in thousands) | Account | Q1 2025 (Successor) | Q1 2024 (Predecessor) | | :--- | :--- | :--- | | 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 | | **Income (loss) from operations** | **($9,440)** | **$13,994** | | **Net loss** | **($25,793)** | **($1,271)** | | **Diluted loss per share** | **($0.21)** | **($0.25)** | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Total stockholders' equity decreased from **$1.15 billion** at year-end 2024 to **$1.13 billion** at March 31, 2025, primarily due to the **$25.8 million** net loss for the quarter - Total stockholders' equity decreased by **$22.1 million** during Q1 2025, from **$1,151.2 million** to **$1,129.0 million**[15](index=15&type=chunk) - The primary driver of the equity decrease was the **net loss of $25.8 million** recorded for the quarter[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly increased to **$32.8 million** in Q1 2025, leading to a **$16.6 million** increase in the company's cash balance to **$155.7 million** Condensed Consolidated Statement of Cash Flows Summary (in thousands) | Activity | Q1 2025 (Successor) | Q1 2024 (Predecessor) | | :--- | :--- | :--- | | Net cash provided by operating activities | $32,792 | $20,922 | | Net cash used in investing activities | ($12,213) | ($34,361) | | Net cash provided by (used in) financing activities | ($5,605) | $15,701 | | **Net change in cash and cash equivalents** | **$16,605** | **$2,811** | | **Cash and cash equivalents, end of period** | **$155,739** | **$89,872** | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details the financial statements, covering the Acuren Acquisition's impact on reporting periods, debt structure, segment performance, and the announced **$1.7 billion** merger agreement with NV5 Global, Inc - The financial statements distinguish between "Predecessor" (before July 30, 2024) and "Successor" (after July 30, 2024) periods due to the Acuren Acquisition, which created a new basis of accounting, making the periods not directly comparable[22](index=22&type=chunk)[23](index=23&type=chunk) - As of March 31, 2025, the company had **$771.1 million** of principal outstanding under its Term Loan, which was repriced in January 2025 to reduce interest rate margins[59](index=59&type=chunk)[60](index=60&type=chunk) - The company reports two segments: United States and Canada, generating **$147.7 million** and **$87.0 million** in revenue respectively for Q1 2025[79](index=79&type=chunk) - On May 14, 2025, the company entered into a definitive merger agreement to acquire NV5 Global, Inc. for approximately **$1.7 billion** in cash and stock, expected to close in the second half of 2025[86](index=86&type=chunk)[87](index=87&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 financial results, noting a **5.0%** revenue growth to **$234.2 million** but a **21.8%** decrease in gross profit to **$43.7 million** due to adverse weather and project timing, while also highlighting the announced merger with NV5 [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Service revenue increased **5.0%** year-over-year to **$234.2 million**, but a **14.0%** rise in cost of revenue and **25.3%** increase in SG&A expenses led to a **21.8%** decrease in gross profit and an operating loss of **$9.4 million** Key Operational Metrics Comparison | Metric | Q1 2025 (Successor) | Q1 2024 (Predecessor) | Change (%) | | :--- | :--- | :--- | :--- | | Service Revenue | $234.2M | $223.1M | +5.0% | | Gross Profit | $43.7M | $55.8M | -21.8% | | Gross Profit Margin | 19% | 25% | -600 bps | | SG&A Expenses | $52.5M | $41.9M | +25.3% | - The increase in SG&A expenses was primarily driven by higher employee-related costs and increased amortization expense on intangible assets related to the Acuren Acquisition[112](index=112&type=chunk) - The decrease in gross profit was attributed to adverse weather events in the U.S., timing of projects in Canada, and comparison to one-time higher margin projects in Q1 2024[111](index=111&type=chunk) [Operating Segment Results](index=30&type=section&id=Operating%20Segment%20Results) The United States segment revenue grew **3.1%** to **$147.7 million**, but its gross profit fell **24%** to **$28.1 million**, while the Canada segment revenue grew **8.5%** to **$87.0 million**, with its gross profit decreasing **17.4%** to **$15.6 million** Segment Performance (Q1 2025 vs Q1 2024) | Segment | Service Revenue | % Change | Gross Profit | % Change | | :--- | :--- | :--- | :--- | :--- | | United States | $147.7M | +3.1% | $28.1M | -24.0% | | Canada | $87.0M | +8.5% | $15.6M | -17.4% | [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by **$155.7 million** cash on hand, increased operating cash flow of **$32.8 million**, and an undrawn **$75.0 million** revolving credit facility, with **$771.1 million** outstanding on its term loan - Net cash provided by operating activities increased by **$11.9 million** year-over-year to **$32.8 million** in Q1 2025[128](index=128&type=chunk) - The company has a **$775.0 million** term loan facility with **$771.1 million** outstanding and an undrawn **$75.0 million** revolving credit facility as of March 31, 2025[124](index=124&type=chunk) - Management believes current liquidity sources are sufficient to fund operations, service debt, and maintain compliance with covenants[123](index=123&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) There have been no significant changes to the company's quantitative and qualitative disclosures about market risk since its 2024 Annual Report on Form 10-K - There have been no significant changes to the company's market risk disclosures since its 2024 Annual Report[136](index=136&type=chunk) [Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025, due to material weaknesses in internal control over financial reporting, and a remediation plan is being developed - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2025[138](index=138&type=chunk) - The ineffectiveness is due to material weaknesses in internal control, including a lack of sufficient, experienced accounting resources and inadequate IT general controls (e.g., user access, change management)[140](index=140&type=chunk)[145](index=145&type=chunk) - Management is in the process of developing a remediation plan for the identified material weaknesses[143](index=143&type=chunk) Part II - Other Information [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various claims arising in the normal course of business, but does not anticipate any material adverse effect on its financial condition or operations - Ongoing legal matters arising from the normal course of business are not expected to have a material adverse effect on the company[78](index=78&type=chunk)[147](index=147&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the company's risk factors from those previously disclosed in its 2024 Annual Report on Form 10-K - No material changes in risk factors have occurred since the filing of the 2024 Annual Report on Form 10-K[148](index=148&type=chunk) [Other Items (Items 2, 3, 4, 5, 6)](index=35&type=section&id=Other%20Items) This section confirms no unregistered sales of equity securities, no defaults on senior securities, no mine safety disclosures, and no officer or director 10b5-1 trading plan adoptions or terminations during the quarter - The company reported no unregistered sales of equity securities or defaults on senior securities during the period[149](index=149&type=chunk) - No officers or directors adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended March 31, 2025[150](index=150&type=chunk)

1. Executive Summary & First Quarter 2025 Highlights [1.1. Overall Performance](index=1&type=section&id=1.1-overall-performance) Acuren Corporation reported a 5.0% revenue increase in Q1 2025, driven by service penetration and market share gains - Acuren Corporation reported its financial results for the three months ended March 31, 2025[2](index=2&type=chunk) - The company reiterates its 2025 outlook[1](index=1&type=chunk) Q1 2025 Revenue Performance | Metric | Value | | :----- | :---- | | Revenue | $234.2 million | | Growth (YoY) | 5.0% | [1.2. Management Commentary](index=1&type=section&id=1.2-management-commentary) Management highlighted 7.2% organic growth, solid free cash flow, and a focus on operational discipline for sustainable growth - The company delivered **7.2% organic growth** in Q1 2025, demonstrating resilience in recurring revenues despite a cautious economic environment[4](index=4&type=chunk) - Solid free cash flow was achieved, and the balance sheet was further solidified with debt repricing[4](index=4&type=chunk) - First quarter margins reflect a higher contribution from lower-margin 'run and maintain' site work[4](index=4&type=chunk) - Management remains focused on organic growth, pricing discipline, and delivering sustainable growth, expanding margins, and building a premier testing, inspection, certification, and compliance (TICC) organization[4](index=4&type=chunk)[6](index=6&type=chunk) [1.3. Key Financial Highlights](index=1&type=section&id=1.3-key-financial-highlights) Q1 2025 revenue grew 5.0%, but net loss widened significantly to $25.9 million due to acquisition and public company costs - The increase in revenue was primarily driven by strong organic performance, including higher run and maintain revenue and service line expansion[10](index=10&type=chunk) - The higher Successor Net Loss for Q1 2025 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[10](index=10&type=chunk) - Decreases in Adjusted EBITDA and margin are primarily attributable to planned public company costs in the Successor quarter and certain high-margin, discreet activities in the prior Predecessor quarter, partially offset by a higher contribution from run and maintain customer sites[10](index=10&type=chunk) Q1 2025 Key Financial Highlights (Successor vs. Predecessor) | Metric | Successor Q1 2025 | Predecessor Q1 2024 | Change (YoY) | | :------------------ | :------------------ | :------------------ | :----------- | | Revenue | $234.2 million | $223.1 million | +5.0% | | Net Loss | ($25.9 million) | ($1.3 million) | -1892.3% | | Adjusted EBITDA | $25.9 million | $35.5 million | -27.1% | | Adjusted EBITDA Margin | 11.0% | 15.9% | -4.9 pp | 2. Company Information [2.1. About Acuren Corporation](index=2&type=section&id=2.1-about-acuren-corporation) Acuren is a leading North American provider of critical asset integrity services for recurring industrial maintenance needs - Acuren is a leading provider of critical asset integrity services, operating primarily in North America[13](index=13&type=chunk) - The company serves a broad range of industrial markets, focusing on recurring maintenance needs[13](index=13&type=chunk) - Services include Testing, Inspection, Certification, and Compliance (TICC), such as Nondestructive Testing (NDT) in the field and laboratory, and in-lab destructive testing capabilities[13](index=13&type=chunk) [2.2. Forward-Looking Statements](index=2&type=section&id=2.2-forward-looking-statements) This section outlines inherent risks and uncertainties that could cause actual results to differ materially from projections - The press release contains forward-looking statements, which are subject to risks, uncertainties, and other factors that could cause actual results to differ materially[14](index=14&type=chunk)[15](index=15&type=chunk) - Key risks include economic conditions, customer willingness to invest, decline in demand, contract renewals, acquisition integration, competition, cost management, material costs, inherent dangers of services, seasonality, and indebtedness[15](index=15&type=chunk) - The company does not undertake any obligation to update or revise publicly any forward-looking statements, except as required by applicable law[15](index=15&type=chunk) [2.3. Non-GAAP Financial Measures Introduction](index=3&type=section&id=2.3-non-gaap-financial-measures-introduction) Acuren utilizes non-GAAP measures like Adjusted EBITDA to provide a clearer view of its operational performance - The press release includes non-GAAP financial measures such as 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[16](index=16&type=chunk) - These non-GAAP measures are used by management to evaluate performance, compare with peers, determine incentive compensation, and provide consistent period-to-period comparisons[18](index=18&type=chunk) - Non-GAAP measures are considered supplemental and not a substitute for or superior to GAAP financial information[19](index=19&type=chunk) 3. Consolidated Financial Results [3.1. Consolidated Balance Sheets](index=4&type=section&id=3.1-consolidated-balance-sheets) As of March 31, 2025, Acuren reported total assets of $2.18 billion and total stockholders' equity of $1.13 billion Consolidated Balance Sheet Highlights (Amounts in thousands) | Metric | March 31, 2025 (Successor) | December 31, 2024 | | :-------------------------- | :------------------------- | :---------------- | | Cash and cash equivalents | $155,739 | $139,134 | | Accounts receivable, net | $206,652 | $236,520 | | Total current assets | $376,667 | $394,236 | | Goodwill | $848,977 | $845,939 | | Total assets | $2,180,280 | $2,207,739 | | Total current liabilities | $107,928 | $106,331 | | Debt, net of current portion | $744,706 | $747,048 | | Total liabilities | $1,051,233 | $1,056,567 | | Total stockholders' equity | $1,129,047 | $1,151,172 | [3.2. Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=3.2-consolidated-statements-of-operations-and-comprehensive-income-loss) For Q1 2025, Acuren's service revenue grew to $234.2 million, but the company incurred a net loss of $25.8 million - Service revenue increased by **5.0%** from the Predecessor period, driven by strong organic performance[10](index=10&type=chunk)[24](index=24&type=chunk) - The significant increase in net loss is attributed to higher depreciation and amortization from the ASP Acuren Acquisition, a deferred tax asset valuation allowance, and planned public company and business transformation costs[10](index=10&type=chunk)[24](index=24&type=chunk) Consolidated Statements of Operations Highlights (Amounts in thousands) | Metric | Successor Q1 2025 | Predecessor Q1 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 | | Income (loss) from operations | ($9,440) | $13,994 | | Net loss | ($25,793) | ($1,271) | | Basic loss per Common Share | ($0.21) | ($0.25) | [3.3. Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=3.3-condensed-consolidated-statements-of-cash-flows) Acuren generated $32.8 million in operating cash flow in Q1 2025, resulting in a net cash increase of $16.6 million - Operating cash flow improved significantly, driven by changes in accounts receivable and prepaid expenses[26](index=26&type=chunk) - Investing activities included **$8.0 million** for business acquisitions and **$4.5 million** for property, plant, and equipment purchases[26](index=26&type=chunk) Condensed Consolidated Statements of Cash Flows Highlights (Amounts in thousands) | Cash Flow Activity | Successor Q1 2025 | Predecessor Q1 2024 | | :-------------------------------- | :------------------ | :------------------ | | Net cash provided by operating activities | $32,792 | $20,922 | | Net cash used in investing activities | ($12,213) | ($34,361) | | Net cash provided by (used in) financing activities | ($5,605) | $15,701 | | Net change in cash and cash equivalents | $16,605 | $2,811 | | Cash and cash equivalents, End of period | $155,739 | $89,872 | 4. Capital Resources, Liquidity & Outlook [4.1. Capital Resources and Liquidity](index=1&type=section&id=4.1-capital-resources-and-liquidity) As of March 31, 2025, Acuren maintained total liquidity of $224.9 million, including $155.7 million in cash Capital Resources and Liquidity (as of March 31, 2025) | Metric | Amount | | :-------------------------------- | :------------- | | Total liquidity | $224.9 million | | Cash and cash equivalents | $155.7 million | | Undrawn revolving credit facility | $75.0 million | | Total term loan debt (net) | $752.4 million | | Common Stock outstanding (basic) | 121,476,215 shares | [4.2. 2025 Guidance](index=1&type=section&id=4.2-2025-guidance) Acuren reiterated its full-year 2025 revenue growth expectation in the low-to-mid-single digit percent range - 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[8](index=8&type=chunk) [4.3. Merger with NV5](index=1&type=section&id=4.3-merger-with-nv5) Acuren and NV5 Global, Inc announced a definitive agreement to combine the two companies - Acuren and NV5 Global, Inc have entered into a definitive agreement to combine the two companies[9](index=9&type=chunk) 5. Non-GAAP Financial Reconciliations & Supplemental Data [5.1. Adjusted Gross Profit and Margin Reconciliation](index=8&type=section&id=5.1-adjusted-gross-profit-and-margin-reconciliation) Q1 2025 Adjusted Gross Profit was $59.0 million with a margin of 25.2%, down from the prior year's 29.1% Adjusted Gross Profit and Margin (Amounts in thousands) | Metric | Successor Q1 2025 | Predecessor Q1 2024 | | :-------------------------------- | :------------------ | :------------------ | | Gross profit | $43,669 | $55,848 | | Depreciation expense in cost of revenue | $15,362 | $9,061 | | Adjusted gross profit | $59,031 | $64,909 | | Adjusted gross margin percentage | 25.2% | 29.1% | [5.2. Adjusted EBITDA Reconciliation](index=9&type=section&id=5.2-adjusted-ebitda-reconciliation) Adjusted EBITDA for Q1 2025 was $25.9 million, a decrease from $35.5 million in the prior year period - Adjustments to net loss for calculating Adjusted EBITDA include depreciation and amortization, interest expense, income taxes, and various non-recurring or non-cash items such as acquisition-related transaction costs and public company business transformation costs[30](index=30&type=chunk)[31](index=31&type=chunk) Adjusted EBITDA Reconciliation (Amounts in thousands) | Metric | Successor Q1 2025 | Predecessor Q1 2024 | | :------------------------------------------ | :------------------ | :------------------ | | 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 | | Acquisition related transaction and integration expenses | $858 | $134 | | ASP Acuren transaction related expenses | $467 | — | | Public company business transformation costs | $2,650 | — | | Non cash stock compensation expense | $1,108 | — | | Adjusted EBITDA | $25,852 | $35,509 | | Adjusted EBITDA margin | 11.0% | 15.9% | [5.3. Organic Change in Service Revenues](index=10&type=section&id=5.3-organic-change-in-service-revenues) Acuren reported a 7.2% organic change in service revenues for the first quarter of 2025 - Organic change in service revenues provides a consistent year-over-year comparison by excluding the impacts of material acquisitions, divestitures, and foreign currency translation[17](index=17&type=chunk) Organic Change in Service Revenues (Successor Q1 2025) | Component | Change | | :---------------------- | :----- | | Service revenue change (as reported) | 5.0% | | Foreign currency translation | (2.5)% | | Service revenue change (fixed currency) | 7.5% | | Acquisitions | 0.3% | | Organic change in service revenue | 7.2% | [5.4. Adjusted SG&A Expenses Reconciliation](index=11&type=section&id=5.4-adjusted-sg&a-expenses-reconciliation) Adjusted SG&A expenses for Q1 2025 were $33.3 million, representing 14% of service revenue - Adjustments to SG&A expenses primarily remove non-cash items like amortization and depreciation, as well as one-time or non-recurring charges such as acquisition-related costs and public company transformation expenses[37](index=37&type=chunk)[38](index=38&type=chunk) Adjusted SG&A Expenses Reconciliation (Amounts in thousands) | Metric | Successor Q1 2025 | Predecessor Q1 2024 | | :------------------------------------------ | :------------------ | :------------------ | | SG&A expenses | $52,458 | $41,854 | | Amortization of intangible assets | ($13,002) | ($9,900) | | Depreciation expense | ($235) | ($132) | | Acquisition related transaction and integration expenses | ($1,369) | ($134) | | ASP Acuren transaction related expenses | ($467) | — | | Public company business transformation costs | ($2,536) | — | | Non cash stock compensation expense | ($1,108) | — | | Adjusted SG&A expenses | $33,250 | $29,258 | | Adjusted SG&A as a % of service revenue | 14% | 13% | [5.5. 2024 Interim Adjusted EBITDA Data](index=12&type=section&id=5.5-2024-interim-adjusted-ebitda-data) The company provided a breakdown of Adjusted EBITDA for various interim periods in 2024 - Adjustments for 2024 interim periods include predecessor seller-related expenses, one-time non-cash equity charges, acquisition-related transaction and integration expenses, and ASP Acuren transaction-related expenses[40](index=40&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) 2024 Interim Adjusted EBITDA (Amounts in thousands) | Period | Net income (loss) | Adjusted EBITDA | | :-------------------------------- | :---------------- | :-------------- | | Three months ended March 31, 2024 (Predecessor) | ($1,271) | $35,509 | | Three months ended June 30, 2024 (Predecessor) | ($5,450) | $59,111 | | One month ended July 30, 2024 (Predecessor) | ($8,983) | $16,252 | | Two months ended September 30, 2024 (Successor) | ($89,824) | $35,066 | | Three months ended December 31, 2024 (Successor) | ($15,628) | $40,745 | 6. Corporate Communications [6.1. Webcast and Conference Call Details](index=2&type=section&id=6.1-webcast-and-conference-call-details) Acuren will host a webcast and conference call on May 15, 2025, to discuss its financial results - Acuren will hold a webcast/dial-in conference call to discuss its financial results on **Thursday, May 15, 2025, at 8:30 a.m. ET** (7:30 a.m. CT)[11](index=11&type=chunk) - Participants will include Talman Pizzey (CEO), Kristin Schultes (CFO), and Robert A.E. Franklin (Co-Chairman)[11](index=11&type=chunk) - Access to the call is available via telephone (877-407-0789 or 201-689-8562) or webcast[11](index=11&type=chunk)[12](index=12&type=chunk) [6.2. Investor Relations Contacts](index=3&type=section&id=6.2-investor-relations-contacts) Investor relations inquiries can be directed to Dan Scott or Rodny Nacier at ICR Inc - Investor Relations Contacts: Dan Scott / Rodny Nacier at ICR Inc[20](index=20&type=chunk) - Email for inquiries: IR@acuren.com[20](index=20&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-42524 Acuren Corporation (Exact name of Registrant as specified in its Charter) | Delaware | 66-1076867 | | --- | - ...