Financial Data and Key Metrics Changes - Third quarter revenue reached $473.9 million, showing substantial year-over-year growth, primarily due to two months of NV5's contribution following the acquisition [14] - On a combined year-to-date basis, revenue growth was approximately 4.7% [14] - Adjusted EBITDA for the third quarter was $77.3 million, with an adjusted EBITDA margin of 16.3%, compared to $51.3 million and a margin of 16.9% in the prior year [17] - Total liquidity as of September 30, 2025, was $282.9 million, including cash and cash equivalents of $164.4 million [18] Business Line Data and Key Metrics Changes - The inspection and mitigation segment generated approximately $293 million in revenue, down about 3% from the prior year [15] - The consulting engineering segment contributed approximately $122 million during the two-month period following the acquisition, with a potential full quarter revenue of approximately $189 million, reflecting an 11% increase year-over-year [15] - The geospatial segment contributed about $62 million during the same two-month period, with a potential full quarter revenue of about $90 million, approximately 4% higher than the last year [16] Market Data and Key Metrics Changes - The data center work for hyperscaler clients more than doubled over the trailing 12 months, driven by demand from AI and cloud infrastructure buildouts [8] - Infrastructure investments supporting grid modernization and energy transition are creating new opportunities across all three segments [9] Company Strategy and Development Direction - The company aims to expand the markets served and services provided within the TIC and engineering space, focusing on reliability, innovation, and service excellence [5] - The strategic vision includes supporting clients across the full lifecycle of critical assets and infrastructure, leveraging combined capabilities for enhanced service delivery [7] - The integration of Acuren and NV5 is expected to create meaningful synergies and enhance competitive positioning in the market [6][24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term growth drivers, including aging infrastructure and increasing regulatory complexity [25] - The company reaffirmed its full-year 2025 guidance, expecting revenue in the range of $1.530 billion to $1.565 billion and adjusted EBITDA between $240 million and $250 million [20] - Management highlighted the importance of disciplined execution and capturing synergies to drive long-term value creation [12][19] Other Important Information - The company has increased its cost synergy target from $20 million to $25 million, expected to be fully realized by mid-2027 [21] - The balance sheet is solid, with a focus on using free cash flow to reduce leverage over time [19] Q&A Session Summary Question: What is the reasonable range for annual free cash flow after integration? - Management indicated that the business is a high-free cash flow business with low CapEx and high margins, but specific guidance on free cash flow has not been provided yet [30] Question: Is the $400 million revenue target for data centers still in place? - Management confirmed that the data center business has seen over 100% growth year-to-date and is a significant focus area [32] Question: What is the status of exiting lower margin customer contracts? - Management stated that they are continuing to evaluate relationships and may exit those that do not meet margin expectations, with a focus on growth opportunities heading into 2026 [34] Question: What impact has the government shutdown had on the geospatial segment? - Management reported limited impact from the government shutdown, with optimism for a quick return to normal operations [40] Question: What are the expectations for the chemical market's softness? - Management hopes for stabilization in the chemical space and is modeling similar conditions for Q4 and into next year [62]

Financial Data and Key Metrics Changes - Third quarter revenue reached $473.9 million, reflecting substantial year-over-year growth, primarily due to two months of NV5's contribution following the acquisition [17] - On a combined basis, year-to-date revenue growth was approximately 4.7% [17] - Adjusted gross profit was approximately $171 million, with an adjusted gross margin of 36.1%, up from the prior year [19] - Adjusted EBITDA for the third quarter was $77.3 million, representing an adjusted EBITDA margin of 16.3% [20] Business Line Data and Key Metrics Changes - The Inspection and Mitigation segment generated approximately $293 million in revenue, down about 3% year-over-year [18] - The Consulting Engineering segment contributed approximately $122 million during the two-month period, with potential revenue of approximately $189 million if NV5's results were included for the full quarter, reflecting an 11% increase [18] - The Geospatial segment contributed about $62 million during the same period, with potential revenue of about $90 million if MB5 results were included for the full quarter, approximately 4% higher than last year [19] Market Data and Key Metrics Changes - The company reported double-digit growth in the consulting engineering segment, driven by data center work for hyperscaler clients, which more than doubled over the trailing twelve months [9] - Infrastructure investments supporting grid modernization and energy transition are creating new opportunities across all segments [10] Company Strategy and Development Direction - The company aims to capture meaningful synergies as integration actions move into 2026, focusing on disciplined execution and long-term growth [6][14] - The strategic vision includes expanding markets served and services provided within the TIC and engineering space [6] - The company is positioned to benefit from secular tailwinds such as infrastructure renewal and energy transition [28] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in demand across core markets and reaffirmed full-year 2025 guidance, expecting revenue between $1.53 billion and $1.565 billion [23] - The company anticipates revenue growth of 35% relative to the 2025 combined company baseline for the following year [24] - Management highlighted the importance of maintaining operational excellence and customer service during the integration process [30] Other Important Information - The company increased its cost synergy target from $20 million to $25 million, expected to be fully realized by mid-2027 [25] - Total liquidity as of September 30, 2025, was $282.9 million, including cash and cash equivalents of $164.4 million [22] Q&A Session Summary Question: What is the reasonable range for annual free cash flow after integration? - Management indicated that the business continues to be a high free cash flow business with low CapEx and high margins, but did not provide specific guidance on free cash flow [36] Question: Is the $400 million revenue target for data centers still in place? - Management confirmed that the data center business is growing significantly, with revenue up over 100% year-to-date, and they are excited about future growth opportunities [38] Question: What is the impact of the government shutdown on geospatial services? - Management noted limited impact from the government shutdown, with optimism for a quick reopening and resumption of work orders [46][47] Question: How is the turnaround activity trending in Q4? - Management stated that turnaround activity has not materially changed and is primarily affected by the timing of LNG projects [51] Question: Can you provide more details on the increased synergy target? - Management clarified that the increased synergy target of $25 million is purely cost synergies, primarily from back office support and organizational efficiencies [56] Question: What are the growth opportunities in the business? - Management highlighted the potential for cross-selling opportunities and filling white space in the total value chain as significant growth areas [88]

Financial Data and Key Metrics Changes - Third quarter revenue reached $473.9 million, reflecting substantial year-over-year growth, primarily due to two months of NV5's contribution following the acquisition [13][15] - Year-to-date growth for the combined business was approximately 4.7%, with a quarter growth of about 2.4% if the acquisition had occurred on January 1, 2024 [13][19] - Adjusted EBITDA for the third quarter was $77.3 million, representing an adjusted EBITDA margin of 16.3%, compared to $51.3 million with a margin of 16.9% in the prior year [17][19] Business Line Data and Key Metrics Changes - The inspection and mitigation segment generated approximately $293 million in revenue, down about 3% year-over-year, while the consulting engineering segment contributed approximately $122 million during the two-month period, with a potential full quarter revenue of about $189 million, reflecting an 11% increase [15][16] - The geospatial segment contributed about $62 million during the same two-month period, with a potential full quarter revenue of approximately $90 million, up about 4% year-over-year [16] Market Data and Key Metrics Changes - The company reported double-digit growth in the consulting engineering segment, driven by data center work for hyperscaler clients, which more than doubled over the trailing 12 months [8][9] - Infrastructure investments supporting grid modernization and energy transition are creating new opportunities across all three segments, indicating multi-year growth drivers [9][12] Company Strategy and Development Direction - The company aims to expand the markets served and services provided within the TIC and engineering space, focusing on a unified platform dedicated to reliability, innovation, and service excellence [5][6] - The integration of Acuren and NV5 is expected to create synergies and enhance capabilities, allowing the company to serve clients across the full lifecycle of critical assets and infrastructure [6][10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the demand across core markets and reaffirmed full-year 2025 guidance, expecting revenue in the range of $1.530 billion to $1.565 billion [19][20] - The company anticipates revenue growth of 3% to 5% relative to the 2025 combined company baseline for the following year [19] Other Important Information - The company has increased its cost synergy target from $20 million to $25 million, expected to be fully realized by mid-2027 [21][22] - Total liquidity as of September 30, 2025, was $282.9 million, including cash and cash equivalents of $164.4 million [18] Q&A Session Summary Question: What is the reasonable range for annual free cash flow after integration? - Management highlighted that the business is a high-free cash flow business with low CapEx and high margins, but specific guidance on free cash flow has not been provided [28][29] Question: Is the $400 million revenue target for data centers still in place? - Management confirmed that the data center business has seen over 100% growth year-to-date and remains a significant focus area [30][31] Question: What is the status of exiting lower-margin customer contracts? - Management indicated that the softness in the third quarter was primarily timing-related and that they continue to evaluate relationships for margin improvement [32] Question: How has the government shutdown impacted the geospatial segment? - Management noted limited impact from the government shutdown, with optimism for a quick reopening and resumption of work orders [35][36] Question: What is the outlook for the chemical market and its impact on guidance? - Management expects stabilization in the chemical space and is optimistic about delivering results in Q4 and next year [56][57] Question: What are the drivers for the increased synergy target? - Management clarified that the increased target is purely cost synergies, focusing on back-office support and organizational efficiency [43][44] Question: Where does the company see the most growth opportunities? - Management highlighted the potential in filling white space between segments and expanding in Canada as key growth areas [68][70]

Company Overview - TIC Solutions is a provider of mission-critical engineering and tech-enabled services for industrial, infrastructure, and building customers[17] - The company operates across three segments: Inspection & Mitigation (~55% of 2024 revenue), Consulting Engineering (~30% of 2024 revenue), and Geospatial (~15% of 2024 revenue)[42, 60, 67] - The combined company had approximately $2 billion in revenue in 2024, with over 11,000 employees and 250+ locations[33] - Approximately 73% of the combined revenue comes from the United States, and 27% from international markets[24, 33] Strategic Priorities - The company's strategic priorities are integration, growth, and execution, focusing on unifying leadership and systems, and aligning go-to-market strategies[75, 79] - A synergy plan is in place with an estimated $25 million in cost savings[79, 91] - The company aims to invest in high-growth capabilities and end-market exposures, particularly in data centers and renewable energy[77, 80] Cross-Selling Opportunities - The combination of Acuren and NV5 presents significant cross-selling opportunities, such as expanding geographically and providing integrated asset intelligence offerings[90] - Early momentum in cross-selling includes 3D laser scanning for 1,000+ retail locations and digital twins at a Canadian mining facility[85, 89] Growth and Resilience - The company's services are mission-critical, non-discretionary, and often recurring, driving resilient financial performance across economic cycles[37, 32] - The company is advancing growth in infrastructure, climate, and grid resilience through consulting engineering and geospatial services[94, 95]

Acquisition and Investments - The NV5 Acquisition was completed on August 4, 2025, for an aggregate purchase price of approximately $1.7 billion, including $870.9 million in cash and 73.2 million shares of common stock[148]. - The company completed other immaterial acquisitions during the periods presented, affecting the comparability of its results of operations[158]. - The NV5 Acquisition contributed $180.7 million in incremental revenues for the three months ended September 30, 2025[168]. - The NV5 Acquisition also resulted in an increase of $94.9 million in cost of revenues for the three months ended September 30, 2025[169]. - Consulting Engineering revenue was $119.6 million for the nine months ended September 30, 2025, primarily due to the NV5 Acquisition and growth in data center and infrastructure projects[199]. - Geospatial revenue was $61.1 million for the nine months ended September 30, 2025, with segment gross profit of $28.0 million[200]. Financial Performance - Revenue for the three months ended September 30, 2025, was $473.9 million, an increase of $170.9 million, or 56%, compared to $201.5 million for the same period in 2024[168]. - Revenue for the nine months ended September 30, 2025, was $1.0 billion, an increase of $186.7 million, or 22%, compared to $633.9 million for the same period in 2024[178]. - Gross profit for the three months ended September 30, 2025, was $152.7 million, an increase of $78.0 million, or 104%, compared to $49.2 million for the same period in 2024, with a gross profit margin of 32.2%[171]. - Gross profit for the nine months ended September 30, 2025, was $270.5 million, an increase of $59.3 million, or 28.1%, compared to $161.9 million in the previous period[180]. - Gross profit margin for the nine months ended September 30, 2025, was 26%, compared to 24% in the previous period[180]. - Inspection and Mitigation revenue was $841.3 million for the nine months ended September 30, 2025, an increase of $4.2 million, or 1%, compared to $635.3 million during the predecessor period[197]. Expenses and Costs - Selling, general and administrative (SG&A) expenses were $140.5 million for the three months ended September 30, 2025, an increase of $18.0 million, or 15%, compared to $103.8 million for the same period in 2024[172]. - SG&A expenses for the nine months ended September 30, 2025, were $248.2 million, an increase of $23.0 million, or 10%, compared to $121.4 million in the previous period[181]. - Interest expense, net, was $26.5 million for the three months ended September 30, 2025, an increase of $7.4 million, or 38%, compared to $13.3 million for the same period in 2024[175]. - Interest expense, net, increased by $5.3 million, or 10%, to $58.0 million for the nine months ended September 30, 2025, driven by increased indebtedness from the NV5 Acquisition[184]. - Total depreciation and amortization expense increased by $43.0 million, or 65%, to $109.2 million for the nine months ended September 30, 2025, primarily due to the NV5 Acquisition[183]. - Transaction costs decreased to $18.8 million for the three months ended September 30, 2025, a decrease of $11.0 million, or 37%, compared to $24.6 million for the same period in 2024[173]. Cash Flow and Indebtedness - Net cash provided by operating activities for the nine months ended September 30, 2025, was $45.3 million, an increase of $43.0 million compared to the predecessor period[206]. - Net cash used in investing activities was $856.4 million for the nine months ended September 30, 2025, a decrease of $1.0 billion compared to the predecessor period[207]. - Net cash provided by financing activities was $833.9 million for the nine months ended September 30, 2025, a decrease of $592.6 million compared to the predecessor period[208]. - As of September 30, 2025, the company had $1.6 billion of indebtedness outstanding under the Term Loans and no amounts outstanding under the Revolving Credit Facility[202]. - The company believes that available cash and cash equivalents, cash flows from future operations, and access to capital markets are sufficient to fund operations over the next 12 months[201]. Regulatory and Economic Factors - The company has observed inflationary pressures during 2024 and into 2025, impacting costs, and is implementing cost management and price initiatives to mitigate these effects[159]. - The company is monitoring the impact of the U.S. government shutdown that began on October 1, 2025, which may affect existing contracts and revenue recognition[160]. - The "One Big Beautiful Bill Act" enacted on July 4, 2025, includes favorable changes to federal tax law, impacting the company's effective tax rate and cash tax position[149]. Revenue Recognition - The company’s revenue is recognized based on the transfer of goods or services, with performance obligations satisfied over time or at a point in time[162]. - Selling, general and administrative expenses consist primarily of employee compensation, information systems costs, and facility-related expenses[164].

Financial Performance - Third quarter 2025 revenue was $473.9 million, a 56% increase compared to 2024 combined revenue of $303.0 million[6] - Reported net loss for Q3 2025 was $13.9 million, an 86% improvement from the 2024 combined net loss of $98.8 million[6] - Adjusted EBITDA for Q3 2025 was $77.3 million, reflecting a 51% increase from the 2024 combined Adjusted EBITDA of $51.3 million[6] - Revenue for the three months ended September 30, 2025, was $473,888 thousand, a significant increase from $201,485 thousand in the same period last year, representing a growth of 135%[35] - Gross profit for the nine months ended September 30, 2025, was $270,497 thousand, compared to $161,985 thousand for the same period last year, indicating a year-over-year increase of 67%[38] - The net loss for the three months ended September 30, 2025, was $13,890 thousand, a reduction from a net loss of $89,824 thousand in the same period last year[35] - Net loss for the three months ended September 30, 2025, was $13.89 million, and for the nine months, it was $39.92 million[48] - Adjusted EBITDA for the three months ended September 30, 2025, was $77.31 million, with an adjusted EBITDA margin of 16.3%[48] - Revenue growth for the three months ended September 30, 2025, was reported at 56.4%, with an organic change in revenue of 0.2%[53] - For the nine months ended September 30, 2025, revenue growth was 22.3%, with an organic change in revenue of 3.3%[53] Liquidity and Capital Structure - Total liquidity as of September 30, 2025, was $282.9 million, including cash and cash equivalents of $164.4 million[9] - The company completed a $250 million private placement of approximately 20.8 million shares at $12.00 per share in October 2025[10] - Long-term debt, net of current portion, increased to $1,590,943 thousand as of September 30, 2025, from $747,048 thousand at the end of 2024, representing a rise of 113%[33] - Cash and cash equivalents rose to $164,432 thousand at the end of September 2025, compared to $139,134 thousand at the end of 2024, marking an increase of 18%[33] Guidance and Projections - Full-year 2025 revenue guidance is projected between $1.53 billion and $1.565 billion[15] - Full-year 2025 Adjusted EBITDA guidance is expected to be between $240 million and $250 million[15] Cost Management and Synergies - The company has increased its identified cost synergy target from $20 million to $25 million following the NV5 merger[5] - The company is focused on executing its integration plan while balancing synergy capture with continued investment in growth[9] Expenses and Costs - Selling, general and administrative expenses for the three months ended September 30, 2025, totaled $140.49 million, with adjusted SG&A expenses at $93.35 million[58] - Adjusted SG&A expenses as a percentage of revenue for the three months ended September 30, 2025, was 19.7%[58] - Interest expense for the three months ended September 30, 2025, was $26.52 million, and for the nine months, it was $57.98 million[48] - Depreciation and amortization expense for the three months ended September 30, 2025, was $51.13 million[48] - Acquisition-related transaction and integration expenses for the three months ended September 30, 2025, were $23.93 million[48] - The company incurred business transformation costs of $1.46 million for the three months ended September 30, 2025[48] Merger and Integration - The merger with NV5 is expected to provide significant diversification and enhance client relationships across various end markets[4]

As filed with the Securities and Exchange Commission on October 10, 2025. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TIC Solutions, Inc. (Exact name of registrant as specified in its charter) | Delaware | 7389 | 66-1076867 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification No.) | ...

Core Insights - Acuren Corporation will rebrand as TIC Solutions, Inc. following its merger with NV5 [1] - The merger combines decades of expertise in testing, inspection, certification, engineering, consulting, and geospatial services [1] - The new corporate identity aims to unify the combined enterprise while maintaining the operation of Acuren, NV5, and other legacy brands as trusted entities [1]

Core Insights - Acuren Corporation (NYSE:TIC) experienced a significant stock price increase of 22.94% on Thursday, closing at $13.45, as investors engaged in bargain-hunting after four consecutive days of decline [1] - Jefferies initiated coverage on Acuren with a bullish rating, setting a price target of $16, indicating an 18.9% upside potential from its latest closing price [2] - The positive outlook from Jefferies is based on expectations that Acuren will expand its EBITDA margins by approximately 200 basis points to 18% over the next two years, driven by cost synergies from its acquisition of NV5, along with operational improvements [3] - Following the merger with NV5 Global, Acuren has become a leading provider of TICC and engineering services in North America, focusing on critical industrial assets and public infrastructure [4] - Jefferies also anticipates that Acuren can achieve over a 20% increase in EBITDA margins in the long term through enhanced pricing strategies and benefits from industry consolidation [4]

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]