Acuren Corp(TIC) - 2025 Q2 - Quarterly Results

Q2 2025 Performance Overview Acuren's Q2 2025 performance shows revenue growth and reduced net loss, alongside strategic insights and the NV5 merger details Financial Highlights 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][3][8] - 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] 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 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] - 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] Merger with NV5 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] - 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] - 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] Financial Condition and Outlook This section reviews Acuren's capital resources, liquidity position, and the company's updated guidance plans post-NV5 merger Capital Resources and Liquidity 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 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] Consolidated Financial Statements (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 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 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 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 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 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 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 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 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 This section provides details on the upcoming conference call and important disclosures regarding forward-looking statements Conference Call Information 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] Forward-Looking Statements 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][19]