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]

This presentation also contains combined revenue and combined Adjusted EBITDA Margin which are non-GAAP financial measures. The presentation of the combined financial information of Acuren and NV5 for the periods presented is not in accordance with GAAP or Article 11 of Regulation S-X. The combined financial information consists of the mathematical addition of selected financial data of Acuren and NV5 for the period presented and does not reflect the results of the combined company had the merger occurred a ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ 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) | | | incorporation or organiza ...

[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)

- Reiterates 2025 outlook - TOMBALL, Texas -- (BUSINESS WIRE) -- Acuren Corporation (NYSE American: TIC) ("Acuren" or the "Company"), a leading provider of critical asset integrity services, today reported its financial results for the three months ended March 31, 2025. Exhibit 99.1 - Revenue of $234.2 million, up 5.0% driven by deeper service line penetration with recurring customers and market share Acuren Corporation Announces Results for the First Quarter 2025 gains - Capital Resources and Liquidity At ...

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 | | --- | - ...

Earnings Release Overview [Financial Highlights](index=1&type=section&id=Financial%20Highlights) The company reported record full-year revenue of $1.1 billion and strong Adjusted EBITDA growth, despite a net loss driven by non-recurring transaction expenses Full Year 2024 vs. 2023 Performance (Combined) | Metric | 2024 (Combined) | 2023 (Predecessor) | Change | | :--- | :--- | :--- | :--- | | Revenue | $1,097.4 million | $1,050.1 million | +4.5% | | Net Income (Loss) | ($121.2 million) | $4.9 million | N/A | | Adjusted EBITDA | $186.7 million | $167.4 million | +11.5% | | Adjusted EBITDA Margin | 17.0% | 15.9% | +110 bps | Fourth Quarter 2024 vs. 2023 Performance | Metric | Q4 2024 (Successor) | Q4 2023 (Predecessor) | Change | | :--- | :--- | :--- | :--- | | Revenue | $262.0 million | $270.1 million | -3.0% | | Net Loss | ($15.6 million) | ($14.5 million) | N/A | | Adjusted EBITDA | $40.7 million | $40.7 million | +0.2% | | Adjusted EBITDA Margin | 15.5% | 15.1% | +40 bps | - The full-year net loss in 2024 for both Predecessor ($15.7M) and Successor ($105.5M) periods was primarily driven by **non-recurring transaction-related expenses**[8](index=8&type=chunk) - The company has redomiciled in the U.S. and its common stock began trading on the **NYSE American** in February 2025[2](index=2&type=chunk)[11](index=11&type=chunk) [Management Commentary](index=1&type=section&id=Management%20Commentary) Management highlighted a strong market position and strategic focus on high-margin services, disciplined customer selection, and leveraging recurring demand - CEO Tal Pizzey stated the company made significant progress on financial goals in 2024, including **exiting lower-margin customer relationships** and positioning for growth as a listed company[5](index=5&type=chunk) - The company's strategy focuses on expanding high-margin service offerings and leveraging the continuous demand for asset integrity services due to **aging infrastructure** in key markets[5](index=5&type=chunk) - Co-Chairman Robert A.E. Franklin highlighted the company's **strong balance sheet**, which provides flexibility for value-enhancing initiatives while maintaining financial discipline[9](index=9&type=chunk) [Capital Resources, Liquidity, and 2025 Outlook](index=2&type=section&id=Capital%20Resources%2C%20Liquidity%2C%20and%202025%20Outlook) The company maintains strong liquidity, repriced its term loan to save on interest, and anticipates low-to-mid-single-digit revenue growth for 2025 Liquidity Position as of Dec 31, 2024 | Metric | Amount | | :--- | :--- | | Cash and cash equivalents | $139.1 million | | Total Debt (net) | $754.8 million | | Total Available Liquidity | $214.1 million | - In January 2025, the company repriced its term loan, which is estimated to generate **$5.8 million in annual cash interest expense savings**[11](index=11&type=chunk) - **2025 Guidance:** The company expects full-year 2025 revenue growth to be in the **low-to-mid-single-digit percent range** compared to 2024[12](index=12&type=chunk) Financial Statements [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets grew significantly to $2.21 billion, driven by increased Goodwill and Intangible assets from the ASP Acuren acquisition Key Balance Sheet Items (in thousands) | Account | Dec 31, 2024 (Successor) | Dec 31, 2023 (Predecessor) | | :--- | :--- | :--- | | Cash and cash equivalents | $139,134 | $87,061 | | Goodwill | $845,939 | $511,501 | | Intangible assets, net | $740,657 | $264,335 | | Total assets | $2,207,739 | $1,262,615 | | Debt, net of current portion | $747,048 | $668,031 | | Total liabilities | $1,056,567 | $880,616 | | Total equity | $1,151,172 | $381,999 | [Consolidated Statements of Operations (Full Year)](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a combined net loss of $121.2 million for 2024, heavily impacted by transaction costs related to its recent acquisition Full Year 2024 Statement of Operations Highlights (Combined, in thousands) | Account | 2024 (Successor + Predecessor) | 2023 (Predecessor) | | :--- | :--- | :--- | | Service revenue | $1,097,393 | $1,050,057 | | Gross profit | $265,664 | $239,523 | | Income (loss) from operations | ($47,213) | $54,501 | | Transaction costs | $41,202 | $0 | | Net loss | ($121,155) | ($6,289) | | Diluted loss per share | ($0.86) / ($3.13) | ($1.25) | [Condensed Consolidated Statements of Operations (Q4)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(Q4)) Fourth quarter revenue was $262.0 million with a net loss of $15.6 million, influenced by $11.4 million in transaction costs Q4 2024 Statement of Operations Highlights (in thousands) | Account | Q4 2024 (Successor) | Q4 2023 (Predecessor) | | :--- | :--- | :--- | | Service revenue | $262,042 | $270,134 | | Gross profit | $54,475 | $58,932 | | Income (loss) from operations | ($3,440) | $9,802 | | Transaction costs | $11,444 | $0 | | Net loss | ($15,628) | ($14,482) | | Diluted loss per share | ($0.13) | ($2.88) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow decreased significantly, while investing activities were dominated by the $1.82 billion ASP Acuren acquisition Full Year 2024 Cash Flow Summary (Combined, in thousands) | Cash Flow Activity | 2024 (Successor + Predecessor) | 2023 (Predecessor) | | :--- | :--- | :--- | | Net cash from operating activities | $23,068 | $95,809 | | Net cash used in investing activities | ($1,892,636) | ($26,534) | | Net cash from financing activities | $1,422,164 | ($49,176) | - The primary use of cash in investing activities was the **$1.82 billion acquisition of ASP Acuren**[32](index=32&type=chunk) - Financing activities were driven by **$775 million in new long-term debt** and **$666.6 million in proceeds from issuance of common shares**, which were used to fund the acquisition[32](index=32&type=chunk) Non-GAAP Financial Measures and Reconciliations [Explanation of Non-GAAP Measures](index=3&type=section&id=Explanation%20of%20Non-GAAP%20Measures) The company uses non-GAAP measures like Combined Revenue and Adjusted EBITDA to provide a clearer view of ongoing operational performance - The company presents combined financial information to help management and investors assess **ongoing financial and operational performance** and trends[19](index=19&type=chunk) - Management uses non-GAAP measures like Combined Adjusted EBITDA to evaluate past performance, manage business segments, determine incentive compensation, and provide **consistent period-to-period comparisons**[21](index=21&type=chunk) [Reconciliation of Adjusted EBITDA](index=11&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA) Combined Adjusted EBITDA for 2024 was $186.7 million, reconciled from a net loss by adding back significant non-recurring and non-cash charges Full Year 2024 Combined Adjusted EBITDA Reconciliation (in thousands) | Description | Amount | | :--- | :--- | | Combined Net Loss | ($121,155) | | + Interest, Taxes, D&A | $161,517 | | + One-time non-cash equity charges | $69,821 | | + ASP Acuren transaction expenses | $41,202 | | + Other adjustments | $35,297 | | **Combined Adjusted EBITDA** | **$186,682** | Q4 2024 Adjusted EBITDA Reconciliation (in thousands) | Description | Amount | | :--- | :--- | | Net Loss | ($15,628) | | + Interest, Taxes, D&A | $41,448 | | + ASP Acuren transaction expenses | $11,444 | | + Other adjustments | $3,481 | | **Adjusted EBITDA** | **$40,745** | [Organic Change in Service Revenues](index=14&type=section&id=Organic%20Change%20in%20Service%20Revenues) Full-year organic service revenue grew 3.0%, while Q4 saw a 4.0% decline due to timing of work and strategic customer portfolio optimization Organic Revenue Growth Analysis | Period | Reported Change | FX Impact | Acquisition Impact | Organic Change | | :--- | :--- | :--- | :--- | :--- | | **Full Year 2024** | 4.5% | (0.5)% | 2.0% | **3.0%** | | **Q4 2024** | (3.0)% | (1.0)% | 2.0% | **(4.0)%** | - Organic change in net revenues is calculated to provide a consistent year-over-year comparison by excluding the impacts of **material acquisitions and foreign currency translation**[46](index=46&type=chunk)

Performance Overview and Corporate Developments [Third Quarter 2024 Financial Highlights](index=1&type=section&id=Third%20Quarter%202024%20Results%20Compared%20to%20Third%20Quarter%202023%20Results) Acuren reported **14.1% revenue growth** and **14.8% Adjusted EBITDA growth** in Q3 2024, offset by a significant net loss from acquisition impacts Q3 2024 vs. Q3 2023 Combined Financial Results | Metric | Q3 2024 (Combined) | Q3 2023 (Predecessor) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $303.0M | $265.5M | +14.1% | | **Gross Profit** | $74.7M | $64.2M | +16.4% | | **Adjusted Gross Profit** | $89.8M | $77.8M | +15.4% | | **Adjusted Gross Margin** | 29.6% | 29.3% | +30 bps | | **Net Income (Loss)** | ($85.9M) | $1.0M | N/A | | **Adjusted EBITDA** | $51.3M | $44.7M | +14.8% | | **Adjusted EBITDA Margin** | 16.9% | 16.8% | +10 bps | [Nine Months 2024 Financial Highlights](index=1&type=section&id=Nine%20Months%202024%20Results%20Compared%20to%20First%20Nine%20Months%202023%20Results) Acuren's nine-month combined revenue grew **7.1%** and Adjusted EBITDA increased **15.2%**, but reported a **$92.6 million** net loss due to acquisition impacts Nine Months 2024 vs. Nine Months 2023 Combined Financial Results | Metric | Nine Months 2024 (Combined) | Nine Months 2023 (Predecessor) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $835.4M | $779.9M | +7.1% | | **Gross Profit** | $211.2M | $180.6M | +16.9% | | **Adjusted Gross Profit** | $244.8M | $221.6M | +10.5% | | **Adjusted Gross Margin** | 29.3% | 28.4% | +90 bps | | **Net Income (Loss)** | ($92.6M) | $8.2M | N/A | | **Adjusted EBITDA** | $145.9M | $126.7M | +15.2% | | **Adjusted EBITDA Margin** | 17.5% | 16.2% | +130 bps | [Management Commentary](index=2&type=section&id=Management%20Commentary) Management attributes strong performance to demand and pricing, highlighting the S-4 effectiveness and confidence in future value creation - CEO Tal Pizzey stated that strong results were driven by increased demand from recurring customers, new sales in target markets, and pricing initiatives from 2023[6](index=6&type=chunk) - Co-Chairman Robert A.E. Franklin highlighted the company's strong balance sheet, including over **$130 million in cash**, and significant EBITDA growth as foundations for delivering long-term value[6](index=6&type=chunk) - The company's S-4 registration statement has been declared effective, paving the way for an imminent OTC trading debut and a planned NYSE listing in the new year[6](index=6&type=chunk) [Planned Relisting and Corporate Developments](index=2&type=section&id=Planned%20Relisting) Acuren completed a **$1.88 billion** acquisition, re-domiciled to Delaware, and plans OTC trading by year-end with an NYSE listing in Q1 2025 - The company completed the ASP Acuren Acquisition for **$1.88 billion** on July 30, 2024[7](index=7&type=chunk) - On December 16, 2024, the company's Form S-4 was declared effective, and it re-domiciled into a Delaware corporation[7](index=7&type=chunk) - Acuren plans to begin trading on the OTC Market by the end of 2024 and apply for an NYSE listing during Q1 2025[7](index=7&type=chunk) Consolidated Financial Statements [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$2.33 billion** by Sep 30, 2024, driven by the ASP Acuren acquisition, with total liabilities rising to **$1.12 billion** Balance Sheet Highlights (in thousands) | Account | Sep 30, 2024 (Successor) | Dec 31, 2023 (Predecessor) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $132,458 | $87,061 | | **Total current assets** | $426,705 | $333,913 | | **Goodwill** | $898,165 | $511,501 | | **Intangible assets, net** | $768,693 | $264,335 | | **Total assets** | $2,328,115 | $1,262,615 | | **Total current liabilities** | $117,785 | $112,884 | | **Debt, net of current portion** | $748,294 | $668,031 | | **Total liabilities** | $1,116,752 | $880,616 | | **Total equity** | $1,211,363 | $381,999 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Other%20Comprehensive%20Income%20%28Loss%29) Combined revenue for the nine months was **$835.4 million**, but a **$92.6 million** net loss was incurred, largely due to the Successor period's operating loss Nine Months Ended Sep 30 - Statement of Operations (in thousands) | Metric | 2024 Successor (Jul 30-Sep 30) | 2024 Predecessor (Jan 1-Jul 29) | 2023 Predecessor (Jan 1-Sep 30) | | :--- | :--- | :--- | :--- | | **Service revenue** | $201,485 | $633,866 | $779,923 | | **Gross profit** | $49,204 | $161,985 | $180,591 | | **Income (loss) from operations** | ($79,185) | $36,148 | $44,699 | | **Net income (loss)** | ($89,824) | ($2,778) | $8,193 | Third Quarter - Statement of Operations (in thousands) | Metric | 2024 Successor (Jul 30-Sep 30) | 2024 Predecessor (Jul 1-Jul 29) | 2023 Predecessor (Jul 1-Sep 30) | | :--- | :--- | :--- | :--- | | **Service revenue** | $201,485 | $101,512 | $265,535 | | **Gross profit** | $49,204 | $25,518 | $64,207 | | **Income (loss) from operations** | ($79,185) | $2,405 | $16,112 | | **Net income (loss)** | ($89,824) | $3,943 | $1,018 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities provided **$3.98 million** cash, while investing activities used **$1.89 billion** for the ASP Acuren acquisition, funded by **$1.43 billion** from financing - Net cash used in investing activities for the nine-month period was dominated by the **$1.83 billion** payment for the ASP Acuren acquisition[26](index=26&type=chunk) - Financing activities provided a net **$1.42 billion** in cash, largely from borrowings of **$775 million** and proceeds from the issuance of ordinary shares of **$666.6 million**[26](index=26&type=chunk) - The company's cash and cash equivalents decreased from **$87.1 million** at the start of the year to a combined **$132.5 million** at the end of the period, after accounting for cash acquired in the acquisition[26](index=26&type=chunk) Non-GAAP Measures and Reconciliations [Explanation of Non-GAAP Financial Measures](index=3&type=section&id=Explanation%20of%20Non-GAAP%20Financial%20Measures) Acuren uses non-GAAP measures like Combined Revenue and Adjusted EBITDA to assess operational performance and trends, aiding consistent period-to-period comparisons - The company presents combined financial information by mathematically adding Predecessor and Successor period data to help management and investors assess ongoing performance and trends[13](index=13&type=chunk) - Management uses non-GAAP measures to view performance, compare with peers, determine incentive compensation, and provide consistent period-to-period comparisons[15](index=15&type=chunk) [Reconciliation of Combined Revenue](index=8&type=section&id=Reconciliation%20of%20Combined%20Revenue) This section details the calculation of Combined Revenue for Q3 and the first nine months of 2024 by summing Predecessor and Successor periods Combined Revenue Reconciliation (in thousands) | Period | Predecessor Revenue | Successor Revenue | Total Combined Revenue | | :--- | :--- | :--- | :--- | | **Nine Months ended Sep 30, 2024** | $633,866 | $201,485 | $835,351 | | **Three Months ended Sep 30, 2024** | $101,512 | $201,485 | $302,997 | [Reconciliation of Adjusted Gross Profit](index=9&type=section&id=Reconciliation%20of%20Adjusted%20Gross%20Profit%20and%20Gross%20Margin%20Percentage) Acuren reconciles GAAP Gross Profit to Adjusted Gross Profit by adding back depreciation, with the Combined Adjusted Gross Profit Margin improving to **29.3%** for the nine months Nine Months Adjusted Gross Profit Reconciliation (in thousands) | Metric | Nine Months 2024 (Combined) | Nine Months 2023 (Predecessor) | | :--- | :--- | :--- | | **Gross Profit** | $211,189 | $180,591 | | **Depreciation expense add-back** | $33,604 | $40,989 | | **Adjusted Gross Profit** | $244,793 | $221,580 | | **Adjusted Gross Margin %** | 29.3% | 28.4% | [Reconciliation of Adjusted EBITDA](index=10&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA%20to%20Net%20Income%20%28Loss%29) Combined Adjusted EBITDA for the nine months reached **$145.9 million**, a **15.2%** increase, with margin expanding to **17.5%**, after significant non-cash and transaction cost adjustments Nine Months Adjusted EBITDA Reconciliation (in thousands) | Metric | Nine Months 2024 (Combined) | Nine Months 2023 (Predecessor) | | :--- | :--- | :--- | | **Net Income (Loss)** | ($92,602) | $8,193 | | **Adjustments (Taxes, Interest, D&A)** | $108,820 | $107,602 | | **EBITDA** | $16,218 | $115,795 | | **Other Adjustments** | $129,720 | $10,901 | | **Adjusted EBITDA** | $145,938 | $126,696 | | **Adjusted EBITDA Margin %** | 17.5% | 16.2% | - Major adjustments for the nine months of 2024 included **$69.8 million** in one-time non-cash equity charges and **$29.8 million** in ASP Acuren transaction-related expenses[35](index=35&type=chunk)