TIC Solutions, Inc 10-Q for FY2025 Q1
TIC Solutions, Inc. (TIC)
10-Q
2025-05-15
For: 2025-03-31
View Original
Added on
April 06, 2026
About this 10-Q
TIC Solutions, Inc filed this 10-Q on May 15, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $234.22M
- Net loss
- $25.79M
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 March 31, 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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(800 ) 218-7450
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The number of shares of the Registrant’s Common Stock outstanding as of May 9, 2025 was 121,476,215 .
Table of Contents
| Page | ||||||||
Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 | ||||||||
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor) | 2 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor) | 3 | |||||||
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor) | 4 | |||||||
Notes to the Condensed Consolidated Financial Statements | 5 | |||||||
Item 5. | ||||||||
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Part I - Financial Information
Item 1. Financial Statements
Acuren Corporation
Condensed Consolidated Balance Sheets
(amounts in thousands, except par and share data)
(Unaudited)
Successor | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income tax asset | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current portion of debt | |||||||||||
| Current portion of lease obligations | |||||||||||
| Total current liabilities | |||||||||||
| Debt, net of current portion | |||||||||||
| Non-current lease obligations | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Stockholders' Equity | |||||||||||
Series A Preferred Stock, $ | |||||||||||
Common Stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Acuren Corporation
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(amounts in thousands, except share and per share data)
(Unaudited)
| Three Months Ended March 31, | ||||||||||||||
| Successor 2025 | Predecessor 2024 | |||||||||||||
| Service revenue | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||
| Gross profit | ||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||
| Transaction costs | ||||||||||||||
| Income (loss) from operations | ( | |||||||||||||
| Interest expense, net | ||||||||||||||
| Other income, net | ( | ( | ||||||||||||
| Loss before provision for income taxes | ( | ( | ||||||||||||
| Provision (benefit) for income taxes | ( | |||||||||||||
| Net loss | ( | ( | ||||||||||||
| Other comprehensive income (loss): | ||||||||||||||
| Foreign currency translation adjustments | ( | |||||||||||||
| Total other comprehensive income (loss) | ( | |||||||||||||
| Total comprehensive loss | ($ | ($ | ||||||||||||
Net loss per share: | ||||||||||||||
| Basic loss per Common Stock and Series A Preferred Stock | ($ | — | ||||||||||||
| Diluted loss per Common Stock and Series A Preferred Stock | ($ | — | ||||||||||||
| Basic loss per common share | — | ($ | ||||||||||||
| Diluted loss per common share | — | ($ | ||||||||||||
Weighted average shares outstanding: | ||||||||||||||
| Common Stock outstanding, basic | ||||||||||||||
| Common Stock outstanding, diluted | ||||||||||||||
| Series A Preferred Stock outstanding, basic and diluted | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Acuren Corporation
Condensed Consolidated Statements of Stockholders’ Equity
(amounts in thousands, except share data)
(Unaudited)
| Successor | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Series A Preferred Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | ($ | ($ | $ | |||||||||||||||||||||||||||||||||||||||||
| Predecessor | |||||||||||||||||||||||||||||||||||||||||
Common Shares | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Treasury Stock | Additional Paid-In Capital | Accumulated Earnings | Accumulated Other Comprehensive Loss | Total | |||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | ($ | $ | $ | ($ | $ | |||||||||||||||||||||||||||||||||||
Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | ($ | $ | $ | ($ | $ | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Acuren Corporation
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| Successor 2025 | Predecessor 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | ($ | ($ | |||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Provision (benefit) for credit losses | ( | ( | |||||||||
| Depreciation and amortization | |||||||||||
| Noncash lease expense | |||||||||||
| Share-based compensation expense | |||||||||||
| Amortization of deferred financing costs | |||||||||||
| Fair value adjustments on interest rate derivatives | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Other | ( | ( | |||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions: | |||||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other current liabilities | ( | ||||||||||
| Operating lease obligations | ( | ( | |||||||||
| Other assets and liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of property, plant and equipment | |||||||||||
| Acquisition of businesses, net of cash acquired | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings under long-term debt | |||||||||||
| Repayments of long-term debt | ( | ||||||||||
| Payments of debt issuance costs | ( | ( | |||||||||
| Principal payments on finance lease obligations | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net effect of exchange rate fluctuations on cash and cash equivalents | |||||||||||
| Net change in cash and cash equivalents | |||||||||||
| Cash and cash equivalents | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Acuren Corporation
Notes to Condensed Consolidated Financial Statements (Unaudited)
(table amounts in thousands, except share and per share data)
Note 1. Description of Business and Basis of Presentation
Description of Business
Acuren Corporation (hereinafter referred to as “we,” “our,” “us,” “Acuren,” or “Company”, is a leading provider of critical asset integrity services. Acuren operates primarily in North America serving a broad range of industrial markets, most notably chemical, pipeline, refinery, power generation, oilsands, automotive, aerospace, mining, manufacturing, renewable energy, and pulp and paper. Acuren provides these essential and often compliance-mandated (often at customer locations) services in the industrial space and is focused on the recurring maintenance needs of its customers.
Until its acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren”) on July 30, 2024 (the “Acuren Acquisition”) pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), the Company had neither engaged in any operations nor generated any revenues. On July 30, 2024 (the “Closing Date”), the Company completed the Acuren Acquisition and changed its name from Admiral Acquisition Limited. See “Note 2. Business Combinations” for further discussion.
Basis of Presentation
These interim unaudited condensed consolidated financial statements (the “Interim Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as certain information has been condensed or omitted. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations of companies acquired are included from the date of acquisition. In the opinion of management, these Interim Statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These Interim Statements should be read in conjunction with the audited consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC (“2024 Annual Report”).
Acuren is considered the acquirer of ASP Acuren for accounting purposes and ASP Acuren is the accounting Predecessor. As a result, the Company’s financial statement presentation for the ASP Acuren financial information as of and for the periods presented prior to the Closing Date are labeled “Predecessor”. The Company’s financial statements, including ASP Acuren from the Closing Date are labeled “Successor”. The merger was accounted for as a business combination using the acquisition method of accounting, and the Successor financial statements reflect a new basis of accounting that is based on the fair value of the net assets acquired. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions. See “Note 2. Business Combinations” for more information on the fair values of assets and liabilities recorded in connection with the Acuren Acquisition.
As a result of the application of the acquisition method of accounting as of the Closing Date, the accompanying unaudited condensed consolidated financial statements include a black line division which indicates that the Predecessor and Successor reporting entities shown are presented on a different basis and are, therefore, not comparable. The Predecessor and Successor consolidated financial information presented herein is not comparable primarily due to the impacts of the Acuren Acquisition, including that the remeasurement of acquired assets and assumed liabilities are fair value in the Successor consolidated financial statements.
Significant Accounting Policies
The Company’s significant accounting policies are disclosed in “Note 2. Summary of Significant Accounting Policies” in our 2024 Annual Report and are supplemented by the notes included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).
5
Recent Accounting Pronouncements Not Yet Adopted
Note 2. Business Combinations
2025 Acquisition (Successor)
The Company had one immaterial acquisition during the three months ended March 31, 2025.
2024 Acquisitions
Successor Period
On July 30, 2024, the Company completed the Acuren Acquisition and obtained control of ASP Acuren and, the Company concurrently changed its name to Acuren Corporation. The aggregate purchase price consideration transferred to the shareholders of ASP Acuren (the “Sellers”) totaled $1.88 billion, which included: i) a cash payment made at the Closing Date of $1.87 billion, of which $5.2 million was subsequently returned to the Buyers related to a net working capital adjustment and settlement between the Company and Sellers and recognized as a measurement period adjustment and ii) 0.4 million Acuren British Virgin Islands (“Acuren BVI”) Ordinary Shares of the Company with an estimated fair value of $4.0 million.
The Acuren Acquisition was accounted for under the acquisition method of accounting. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values, with the exception of deferred income tax assets acquired and liabilities assumed, contract assets and liabilities, certain lease related assets and liabilities, and indemnification assets. The Company expects to finalize the valuation and complete the purchase price allocations (principally in respect of deferred tax aspects) no later than one year from the Closing Date.
The following table summarizes the fair value consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
| Cash consideration | $ | ||||
| Equity consideration | |||||
| Total estimated consideration | $ | ||||
| Recognized amounts of identifiable assets acquired and liabilities assumed | |||||
| Cash and cash equivalents | |||||
| Accounts receivables, net | |||||
| Prepaid and other current assets | |||||
| Property, plant and equipment | |||||
| Lease assets | |||||
| Intangible assets | |||||
| Other assets | |||||
| Deferred tax assets | |||||
| Accounts payable | ( | ||||
| Accrued expenses and other current liabilities | ( | ||||
| Deferred tax liabilities | ( | ||||
| Lease obligations | ( | ||||
| Other liabilities | ( | ||||
| Total identifiable net assets acquired | |||||
| Goodwill | $ | ||||
Pursuant to the terms of the Merger Agreement, approximately $29.0 million of cash consideration was placed into escrow. The escrow accounts were established for purposes of satisfying any post-closing purchase price adjustments and related expenses as outlined under the Merger Agreement. The cash in the escrow account was distributed during the first quarter of 2025 when the Final Closing Statement (as defined in the Merger Agreement) was determined and settled between the Company and Sellers. Pursuant to the Final Closing Statement, $5.2 million was returned to the Buyers related
6
to a net working capital settlement with the balance of the escrow account totaling $23.8 million being released to the Sellers.
Predecessor Period
In January 2024, the Company acquired a company for total consideration of $29.3 million in cash. The Company recorded $13.5 million of goodwill related to the acquisition.
The amount of revenue and operating loss from the January 2024 acquisition included in the Company’s unaudited condensed consolidated statement of operations and comprehensive income (loss) for the three month period ended March 31, 2024 was $1.5 million and $0.2 million, respectively.
Note 3. Stockholders’ Equity
Successor Period
On December 16, 2024, the Company changed its jurisdiction of incorporation from the British Virgin Islands (“BVI”) to the State of Delaware (the “Domestication”). The business, assets and liabilities of the Company and its subsidiaries were the same immediately after the Domestication as they were immediately prior to the Domestication. As a result of the Domestication, the Company’s ordinary shares and Founder Preferred Shares were converted on a one -to-one basis into shares of common stock and Series A Preferred Stock, respectively, and each holder of a warrant, option or restricted stock unit of the BVI company became a holder of a warrant, option or restricted stock unit of the Delaware Company. The number of shares outstanding did not change as a result of the Domestication, and the proportional equity interest of each shareholder remained the same. Shares referred to as ordinary shares and Founder Preferred Shares prior to the Domestication are referred to as Common Stock and Series A Preferred Shares (“Preferred Shares”) throughout these unaudited condensed consolidated financial statements. The Company has authorized shares consisting of two classes: 500,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share, of which 1,000,000 shares are designated as “Series A Preferred Stock” (the “Series A Preferred Stock”).
As of March 31, 2025, the Company had 121,476,215 1,000,000
Series A Preferred Stock
In connection with the Company’s IPO on May 22, 2023, the Company issued and sold 1,000,000 Preferred Shares at $10.50 per share (all of which were converted on a one -for-one basis into Series A Preferred Stock in the Domestication). Shares of the Series A Preferred Stock are not mandatorily redeemable and do not embody an unconditional obligation to settle in a variable number of equity shares and are not unconditionally redeemable or conditionally puttable by the holder for cash. As such, shares of Series A Preferred Stock are classified as permanent equity in the accompanying condensed consolidated balance sheets.
After the Acuren Acquisition, once the Average Price (as defined in the Certificate of Incorporation) per share of the Common Stock is at least $11.50 for any ten consecutive trading days, the holders of the Series A Preferred Stock will be entitled to receive an annual dividend in the form of shares of Common Stock. During the three months ended March 31, 2025, the Average Price per share was at least $11.50 for ten consecutive trading days and, accordingly, going forward the Annual Dividend Amount, as defined below, will be available to the holders of the Series A Preferred Stock.
The annual dividend will be equal to 20 percent of the appreciation of the market price of the Common Stock (the “Annual Dividend Amount”). For the purposes of determining the Annual Dividend Amount, the Dividend Price is the Average Price per share of Common Stock for the last ten consecutive trading days in the relevant Dividend Period. The Annual Dividend Amount will be initially calculated at the end of 2025 based on the Dividend Price compared to the price of $10.00 per share. In subsequent years, the Annual Dividend Amount will be calculated based on the appreciated Dividend Price compared to the highest Dividend Price previously used in calculating the Annual Dividend Amount. Upon the liquidation of the Company, an Annual Dividend Amount shall be payable for the shortened Dividend Period and the holders of Series A Preferred Stock shall have the right to a pro rata share (together with holders of the Common Stock) in the distribution of the surplus assets of the Company.
In the event of a Change of Control occurring at any time after the consummation of the Acuren Acquisition, the holders of the Series A Preferred Stock will be entitled to receive, in the aggregate, a one-time dividend equal to the Change of Control Dividend Amount, payable in shares of Common Stock, which equals the aggregate amount determined by adding together each Annual Dividend Amount that would have been payable for each Dividend Period occurring from the date of the consummation of the Change of Control to the last day of the 10th full Financial Year following the completion of the Acquisition. For the purpose of calculating the Annual Dividend Amount, the appreciated Dividend Price will be determined by multiplying the Change of Control Price by 8 % per annum.
7
Holders of the Series A Preferred Stock will participate in any dividends on the Common Stock on an as converted basis. In addition, commencing on and after consummation of the Acuren Acquisition, where the Company pays a dividend on its Common Stock, holders of the Series A Preferred Stock will also receive an amount equal to 20 percent of the dividend which would be distributable on 121,476,215 shares of Common Stock. All such dividends on the Series A Preferred Stock will be paid at the same time as the dividends on the Common Stock.
Shares of Series A Preferred Stock will be automatically converted into shares of Common Stock on a one for one basis on December 31, 2034 (the “Conversion”). At the option of the holder, each share of Series A Preferred Stock is convertible into one share of Common Stock until the Conversion.
Each holder of Common Stock shall be entitled to one vote for each share of Common Stock. Each holder of the Series A Preferred Stock is entitled to one vote per share on all matters submitted to a vote of holders of Common Stock, voting together as a single class.
The Company followed ASC 718, Compensation — Stock Compensation to account for the issuance of the Series A Preferred Stock. See “Note 17 Share-Based Compensation” in the 2024 Annual Report for further discussion.
Warrants
In May 2023, in connection with the Company’s IPO, the Company issued 54,975,000 Warrants to the purchasers of both Common Stock and Series A Preferred Stock (including the 25,000 Warrants that were issued to the Independent Non-Founder Directors in connection with their fees). Each Warrant is exercisable until three years after the Acuren Acquisition. The Warrants are exercisable in multiples of four for one share of Common Stock at an exercise price of $11.50 per whole share of Common Stock. The Warrants are mandatorily redeemable by the Company at a price of $0.01 should the average market price per share of the Common Stock exceed $18.00 for ten consecutive trading days (subject to any prior adjustment in accordance with the terms of the Warrants). The Warrants expire worthless three years after the Acuren Acquisition, if not exercised or redeemed. Warrants issued with Common Stock were determined to be equity classified in accordance with ASC 815, Derivatives and Hedging and ASC 480, Distinguishing Liabilities from Equity. As of March 31, 2025, the Company had 18,264,876 Warrants outstanding for approximately 4,566,219 shares of Common Stock.
Note 4. Earnings Per Share
Successor Period
The Company has determined that its Series A Preferred Stock are a class of common shares, and as such, the Company used the two-class method of computing earnings per share for Common Stock and Series A Preferred Stock according to participation rights in undistributed earnings. Under this method, when the Company is in a loss position, net loss is allocated on a pro-rata basis to the holders of Common Stock and Series A Preferred Stock.
8
The following table sets forth the computation of basic and diluted earnings per share of Common Stock and Series A Preferred Stock using the two-class method.
| Three Months Ended March 31, | |||||
| Successor 2025 | |||||
| Basic Shares: | |||||
| Numerator: | |||||
| Net loss | ($ | ||||
| Undistributed loss allocated to Series A Preferred Stock | |||||
| Net loss available to holders of Common Stock | ($ | ||||
| Denominator: | |||||
| Weighted average Common Stock outstanding – basic | |||||
| Weighted average Series A Preferred Stock outstanding – basic | |||||
| Basic loss per Common Stock | ($ | ||||
| Basic loss per Series A Preferred Stock | ($ | ||||
| Dilutive Shares: | |||||
| Numerator: | |||||
| Net loss available to holders of Common Stock | ($ | ||||
| Add back: loss allocated to holders of Series A Preferred Stock | ( | ||||
| Net loss available to holders of Common Stock | ($ | ||||
| Denominator: | |||||
| Weighted average Common Stock outstanding – basic | |||||
| Add: dilutive securities | |||||
| Stock options | |||||
| Warrants | |||||
| Restricted Stock Units | |||||
| Series A Preferred Stock | |||||
| Weighted average Common Stock outstanding – diluted | |||||
| Weighted average Series A Preferred Stock outstanding – diluted | |||||
| Diluted loss per Common Stock | ($ | ||||
| Diluted loss per Series A Preferred Stock | ($ | ||||
For the three months ended March 31, 2025 (Successor), the Company excluded the following potential dilutive shares from the computation of the diluted earnings per share as the impact would be anti-dilutive: 125,000 shares issuable upon exercise of stock options, 212,901 shares issuable upon exercise of Warrants, 973,092 unvested RSUs and 3,196,648 contingently issuable shares, representing the Annual Dividend Amount (see “Note 3. Stockholders’ Equity”), payable in the form of shares of Common Stock, that holders of Series A Preferred Stock would be entitled to receive assuming that the volume weighted average price of the Company’s Common Stock for the last ten trading days of the period at $11.52 per share, would be the same average price during the last ten trading days of the calendar year.
9
Predecessor Period
Basic and diluted earnings per share for the three months ended March 31, 2024 (Predecessor) were calculated as follows:
| Three Months Ended March 31, | |||||
| Predecessor 2024 | |||||
| Basic Shares: | |||||
| Numerator: | |||||
| Net loss | ($ | ||||
| Net loss available to Common Shares | ($ | ||||
| Denominator: | |||||
| Weighted average Common Shares Outstanding – basic | |||||
| Dilutive shares from stock options | |||||
| Weighted average Common Shares outstanding – diluted | |||||
| Basic loss per Common Share | ($ | ||||
| Diluted loss per Common Share | ($ | ||||
For the three months ended March 31, 2024 (Predecessor), 183,319 potential dilutive shares related to stock options were excluded from the computation of diluted earnings per share because their effect would be anti-dilutive.
Additionally, the Company had outstanding stock options that were eligible to vest on achievement of certain market thresholds on a change of control. For the Predecessor three months ended March 31, 2024, the contingently issuable potential shares are excluded from the computation of basic and diluted earnings per share as the contingency was not met as of the end of the reporting period. These excluded shares are as follows:
| Predecessor | |||||
Outstanding as of March 31, 2024 | |||||
| Tranche B Options | |||||
| Tranche C Options | |||||
Note 5. Accounts Receivable
Accounts receivable is recorded net of an allowance for credit losses and includes invoiced and accrued but unbilled revenue. Accounts receivable consist of the following:
Successor | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Accounts receivable | $ | $ | |||||||||
| Unbilled receivable | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Total accounts receivable, net | $ | $ | |||||||||
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Note 6. Property, Plant and Equipment
Property, plant and equipment consists of the following:
Successor | |||||||||||||||||
| Useful Life (years) | March 31, 2025 | December 31, 2024 | |||||||||||||||
| Land | $ | $ | |||||||||||||||
| Buildings and leasehold improvements | |||||||||||||||||
| Computer, software, and office equipment | |||||||||||||||||
| Machinery and equipment | |||||||||||||||||
| Vehicles | |||||||||||||||||
| Construction in progress | |||||||||||||||||
| Total property, plant and equipment | |||||||||||||||||
| Accumulated depreciation | ( | ( | |||||||||||||||
| Property, plant and equipment, net | $ | $ | |||||||||||||||
Total depreciation expense for property, plant and equipment was recognized as follows:
| Three Months Ended March 31, | ||||||||||||||
| Successor 2025 | Predecessor 2024 | |||||||||||||
Cost of revenue | $ | $ | ||||||||||||
Selling, general and administrative expenses | ||||||||||||||
Total depreciation expense | $ | $ | ||||||||||||
Note 7. Goodwill
The changes in the carrying amount of goodwill by reportable segment for the Successor period ended March 31, 2025 are as follows:
| US | Canada | Total | |||||||||||||||
| Balance at December 31, 2024 (Successor) | $ | $ | $ | ||||||||||||||
Acquisitions | |||||||||||||||||
| Currency adjustments | |||||||||||||||||
| Balance at March 31, 2025 (Successor) | $ | $ | $ | ||||||||||||||
Note 8. Intangible Assets
The gross carrying amount and accumulated amortization of intangible assets were as follows:
Successor | ||||||||||||||||||||||||||||||||||||||||||||
| Weighted Avg. Remaining Life (Years) | March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | ($ | $ | $ | ($ | $ | ||||||||||||||||||||||||||||||||||||||
| Technology | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Tradenames | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| $ | ($ | $ | $ | ($ | $ | |||||||||||||||||||||||||||||||||||||||
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Note 9. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities balances consists of the following:
Successor | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| Accrued salaries, wages and related employee benefits | $ | $ | |||||||||
| Accrued trade payables | |||||||||||
| Accrued indirect taxes | |||||||||||
| Accrued sales discounts | |||||||||||
| Accrued insurance | |||||||||||
Income taxes payable | |||||||||||
| Other accrued expenses | |||||||||||
| Total accrued expenses and other current liabilities | $ | $ | |||||||||
Note 10. Fair Value Measurements
The Company performs fair value measurements by determining the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It also establishes a three-level hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows:
Level 1 — | Unadjusted quoted prices in active markets that are accessible at the measurement dates for identical, unrestricted assets or liabilities. | |||||||
Level 2 — | Quoted prices for markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. | |||||||
Level 3 — | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity). | |||||||
If the inputs used to measure the financial assets and liabilities fall within the different levels described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying values of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other current liabilities approximate their fair values because of their short maturity. The fair values of the Company’s revolving line of credit facilities and long-term debt approximate their carrying value as they are based on current lending rates for similar borrowings, assuming the debt is outstanding through maturity, and considering the collateral. The fair values of the Company’s finance lease obligations approximates their carrying amounts based on anticipated interest rates which management believes would currently be available to the Company for similar issuances of debt.
The fair value of the Predecessor’s interest rate swap agreements, existing during the Predecessor three months ended March 31, 2024 and terminated during the Predecessor period ended July 29, 2024, were determined using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. This fair value measurement is based on inputs that are observable either directly or indirectly and thus represents a Level 2 measurement within the fair value hierarchy. Refer to “Note 12. Financial Instruments” for further details on the accounting treatment of the swap agreements.
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Note 11. Debt
The Company’s debt consisted of the following:
Successor | |||||||||||
| March 31, 2025 | December 31, 2024 | ||||||||||
| 2024 Term loan | $ | ||||||||||
| Revolving credit facility | |||||||||||
| Less: Debt issuance costs | ( | ( | |||||||||
| Total debt | |||||||||||
| Less: Current portion | ( | ( | |||||||||
| Debt, net of current portion | $ | $ | |||||||||
2024 Credit Agreement
The Company is party to a credit agreement by and among Acuren Delaware Holdco, Inc. (f/k/a AAL Delaware Holdco, Inc., a wholly-owned subsidiary, as the initial borrower, Acuren Holdings, Inc. (f/k/a ASP Acuren Holdings, Inc.), as a borrower, and any other subsidiaries of the Company from time to time party thereto as borrowers, (the “Borrowers”), the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent (the “Credit Agreement”). The Credit Agreement provides for a $775.0 million seven-year senior secured term loan (the “Term Loan”) under the senior secured term loan facility (the “Term Loan Facility”) and a $75.0 million five-year senior secured revolving credit facility, of which up to $20.0 million can be used for the issuance of letters of credit (the “Revolving Credit Facility,” and together with the Term Loan Facility, represents the “Credit Facility”).
Term Loan. As of March 31, 2025 (Successor), the Company had $771.1 million of principal outstanding under the Term Loan. The interest rate applicable to the Term Loan is, at the Company’s option, either (1) a base rate plus an applicable margin equal to 1.75 % or (2) a secured overnight financing rate (adjusted for statutory reserves) (“SOFR”) plus an applicable margin equal to 2.75 %. Principal payments on the Term Loan commenced on December 31, 2024 and will be made in quarterly installments on the last day of each fiscal quarter in an amount equal to 0.25 % of the initial aggregate principal amount of the Term Loan. The Term Loan matures on July 30, 2031.
Repricing of Term Loan. On January 31, 2025, the Company entered into the First Amendment to the Credit Agreement, pursuant to which, the interest rate margins for the Term Loan decreased from 2.50 % to 1.75 % for the base rate and from 3.50 % to 2.75 % for SOFR. All other material terms of the Credit Agreement, including the aggregate principal amount, repayment terms, interest rate applicable on the Revolving Credit Facility remained the same. The Company evaluated the change of terms under ASC 470-50, “Debt - Modification and Extinguishment” and concluded the change in terms did not result in significant and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt and not an extinguishment of the debt. As such, the financing costs of $1.1 million were reflected as additional debt issuance costs and are amortized to interest expense over the term of the First Amendment.
Revolving Credit Facility. The interest rate applicable to borrowings under the Revolving Credit Facility is, at the Company’s option, either a base rate plus an applicable margin equal to 2.50 % or SOFR (adjusted for statutory reserves) plus an applicable margin equal to 3.50 %. The unused portion of the Revolving Credit Facility is subject to a commitment fee of 0.375 % or 0.50 % based on the Company’s first lien net leverage ratio. As of March 31, 2025 (Successor), the Company had no amounts outstanding under its Revolving Credit Facility.
Letters of Credit and Surety Bonds. As of March 31, 2025 (Successor), the Company had $5.8 million in stand-by letters of credit issued (as a component of the Revolving Credit Facility), but did not withdraw any amount against the letters of credit. Additionally, the Company had $2.1 million in surety bonds outstanding, which are not a component of the Revolving Credit Facility.
The Credit Facility contains certain customary negative operating covenants (certain of which are not applicable depending on net leverage ratios), customary restrictive covenants and other customary provisions relating to events of default, including non-payment of principal, interest or fees, breach of covenants, misrepresentations, insolvency proceedings, cross default to other indebtedness of the Borrowers and its subsidiaries in excess of $40.0 million or judgments from creditors of such amount, change of control, and certain events relating to Employee Retirement Income Security Act (“ERISA”) plans. Solely with respect to the Revolving Credit Facility, the Credit Facility contains a financial covenant for the First Lien Net Leverage Ratio to exceed 5.85 to 1 to be tested as of the last day of any such fiscal quarter
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only in the event that the total outstanding (excluding undrawn Letters of Credit) is greater than 35 % of the total Revolving Credit Commitment. As of March 31, 2025 (Successor), the Company was in compliance with the covenants.
Obligations under the Credit Agreement are guaranteed on a senior secured basis, jointly and severally, by the Company and substantially all of its U.S. and Canadian subsidiaries. Amounts borrowed under the Credit Facility are secured on a first priority basis by a perfected security interest in substantially all of the present and future property (subject to certain exceptions) of the Borrower and each guarantor.
Predecessor Period
2019 Credit Agreement
On December 20, 2019 the Predecessor entered into a credit agreement (the “2019 Credit Agreement”). The 2019 Credit Agreement was collateralized by all of the Predecessor’s assets. The 2019 Credit Agreement provided for an initial term loan of $430.0 million and was amended on January 23, 2020, November 19, 2021, and August 15, 2023, providing an additional $15.0 million, $100.0 million and $170.0 million of principal under the term loan. The term loan would have matured on January 23, 2027 and provided for interest at a variable rate which consists of the base rate, as defined in the agreement, plus a SOFR-based applicable rate, which can vary between 3.0 % and 4.5 % depending on the type of term loan.
Under the 2019 Credit Agreement, the Predecessor was subject to certain financial and nonfinancial covenants which place restrictions on leverage ratios, among other things. In addition, commencing with the year ending December 31, 2020, the 2019 Credit Agreement required mandatory prepayments of the consolidated excess cash flows, as defined in the agreement, if certain cash flow targets were met.
Note 12. Financial Instruments
The Company has occasionally used interest rate swap agreements to mitigate interest rate exposure on its variable rate debt. The Company did not designate these derivatives as hedging instruments and reported these agreements at fair value with unrealized gains and losses recorded within interest expense, net within the condensed consolidated statements of operations and comprehensive income (loss) in the reporting period in which the unrealized gains and losses occurred.
During the three months ended March 31, 2025 (Successor), the Company had no interest rate swap agreements. All historical agreements were terminated during the Predecessor period ended July 29, 2024.
During the three months ended March 31, 2024 (Predecessor), the Company had two interest rate swap agreements acting collectively as a collar with an interest rate floor of 0 % and an interest rate cap of 1.92 % intended to mitigate the Company’s exposure to an increase in its variable interest rate above 2.375 % related to an initial notional amount of $333.8 million of its variable rate debt obligations. If the variable interest rate component exceeds the benchmark amount, the intended effect was to convert the variable interest rate of the notional debt amount to a fixed interest rate.
Additionally, on March 23, 2023, the Company had renegotiated, in advance, a new instrument commencing on February 29, 2024, acting as a collar of a notional amount of $400.0 million, with an interest rate floor of 2.2 % and an interest rate cap of 5.0 % intended to further mitigate the Company’s exposure to increases in its variable interest rates on its term loans. During the third quarter of the year ended December 31, 2024, interest rate instruments were terminated.
During the three months ended March 31, 2024, the change in the fair value of outstanding interest rate swap agreements resulted in net unrealized losses of $1.5 million and realized losses of $3.1 million, which were both included within interest expense, net.
Note 13. Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and hear respective tax bases. Deferred income tax assets and liabilities are measured at the enacted income tax rates expected to apply in the taxable year that the asset or liability is expected to be recovered or settled.
We recorded an income tax provision of $1.5 million and an income tax benefit of $0.7 million for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor), respectively. The effective tax rate, inclusive of discrete items, was (6.0 )% and 35.8 % for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor), respectively. The change in effective tax rate for the three months ended March 31, 2025 (Successor) is primarily driven by the valuation allowance discussed below. The change in effective tax rate for the three months ended
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March 31, 2024 (Predecessor) is primarily driven by Canadian federal and provincial tax rates as well as non-deductible meals and entertainment.
The Company evaluated and considered all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for its deferred tax assets was needed. The deferred tax assets are composed primarily of net operating loss carryforwards and 163(j) interest limitation carryforwards. The Company primarily relies on reversing tax liabilities to support the realization of its deferred tax assets. Based on available evidence and limitations on interest deductions under the tax law, the Company recorded a valuation allowance of $10.5 million as of March 31, 2025 primarily against the interest expense carryforward. The Company will continue to assess the evidence and the realizability of the deferred tax assets at each reporting date. Should evidence regarding the realizability of the Company’s deferred tax assets change at a future point in time, the Company will adjust the valuation allowance as required.
Note 14. Commitments and Contingencies
Legal Proceedings
The Company is involved in matters that involve various claims which have arisen in the normal course of business. The Company does not believe any liabilities that may arise as a result of such claims will have a material adverse effect, individually or in the aggregate, on its business, results of operations, cash flows, or financial condition.
Note 15. Segment Reporting
The following tables set forth certain financial information for each of the Company’s reportable segments for the periods indicated:
| Three Months Ended March 31, | |||||||||||||||||||||||
| Successor 2025 | |||||||||||||||||||||||
| United States | Canada | Corporate & Eliminations | Total | ||||||||||||||||||||
| Service revenue | $ | $ | ($ | $ | |||||||||||||||||||
| Cost of revenue | ( | ||||||||||||||||||||||
| Gross profit | $ | $ | $— | $ | |||||||||||||||||||
| Depreciation and amortization | $ | $ | $— | $ | |||||||||||||||||||
| Total assets | $ | $ | $— | $ | |||||||||||||||||||
Long-lived assets (1) | $ | $ | $— | $ | |||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| Predecessor 2024 | |||||||||||||||||||||||
| United States | Canada | Corporate & Eliminations | Total | ||||||||||||||||||||
| Service revenue | $ | $ | ($ | $ | |||||||||||||||||||
| Cost of revenue | ( | ||||||||||||||||||||||
| Gross profit | $ | $ | $— | $ | |||||||||||||||||||
| Depreciation and amortization | $ | $ | $— | $ | |||||||||||||||||||
| Total assets | $— | ||||||||||||||||||||||
Long-lived assets (1) | $— | ||||||||||||||||||||||
1.Long-lived assets consists of plant, property and equipment as identified in “Note 6. Plant, Property, and Equipment”
Note 16. Related Parties
As of March 31, 2025, 1,000,000 Series A Preferred Stock and 18,877,500 Common Shares were held by Mariposa Acquisition IX, LLC (the “Founder Entity”). Sir Martin E. Franklin, Co-Chairman, is a beneficial owner and the manager of the Founder Entity and, as such, controls all the Founder Entity’s interests in the Company. Each of Robert A.E. Franklin, the Company’s Co-Chairman and James Lillie, a Director of the Company, hold or control a limited liability company interest in the Founder Entity and, as a result, may also be deemed to have a pecuniary interest in it. No dividends on the Series A Preferred Stock have been declared during the three months ended March 31, 2025.
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During the three months ended March 31, 2025, the Company incurred advisory fees of $0.5 million that were paid to Mariposa Capital, LLC, an affiliate of the Company’s Co-Chairmen.
During the Predecessor period ended March 31, 2024, the Company was party to an agreement with American Securities, LLC, a related party at that time. The Company expensed $0.8 million included in “Selling, general, and administrative expenses” in relation to this agreement for the three months ended March 31, 2024. This agreement terminated at the closing of Acuren Acquisition.
Note 17. Supplemental Disclosures to Condensed Consolidated Statements of Cash Flows
Supplemental cash flow information and schedules of non-cash investing and financing activities for the periods indicated were as follows:
| Three Months Ended March 31, | |||||||||||
| Successor 2025 | Predecessor 2024 | ||||||||||
Supplemental disclosure of cash flow information | |||||||||||
Interest paid | $ | $ | |||||||||
Income taxes paid | $ | $ | |||||||||
Supplemental disclosure of non-cash operating, investing, and financing activities: | |||||||||||
Purchase of property and equipment accrued and not yet paid | $ | $ | |||||||||
| Increase in lease assets in exchange for lease liabilities: | |||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | $ | $ | |||||||||
Note 18. Subsequent Events
On May 14, 2025, the Company entered into a definitive merger agreement (the “Merger Agreement”) with NV5 Global, Inc. (“NV5”), a global provider of technology, conformity assessment, consulting solutions, and software applications to public and private sector clients in the infrastructure, utility services, construction, real estate, environmental, and geospatial markets. Under the terms of the Merger Agreement, the Company will acquire NV5 for approximately $1.7 billion, comprised of both cash and shares of Acuren common stock, as well as the assumption of NV5’s debt. Pursuant to the Merger Agreement, for each share of NV5 common stock, NV5 stockholders will receive $23.00 per share comprised of (i) $10.00 in cash and $13.00 in Acuren common stock. The actual number of shares of Acuren common stock to be issued at closing will be determined based on a floating exchange ratio calculated as $13 divided by the VWAP of Acuren common stock over the 10 -trading-days prior to the closing, subject to a floor of $9.53 per share of Acuren common stock and a ceiling of $11.65 per share of Acuren common stock. The cash portion of the transaction will be funded by a fully committed $850.0 million term-loan facility and cash on hand.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
ASP Acuren is our predecessor. The following is a discussion of the results of operations of Acuren Corporation (Successor) for the three months ended March 31, 2025 compared to the results of operations of ASP Acuren (Predecessor) for the three months ended March 31, 2024. This discussion should be read in conjunction with the information contained in the unaudited Acuren Corporation condensed consolidated financial statements and the notes related thereto included elsewhere in this Quarterly Report. The tables below are presented in thousands except for percentages as well as share and per share amounts.
In this section, “we,” us,” “our” and “Acuren” refer to ASP Acuren Holdings, Inc. (Predecessor) for the three months ended March 31, 2024, and Acuren Corporation (Successor) for the three months ended March 31, 2025.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report contains “forward-looking statements”. These forward-looking statements are based on beliefs and assumptions as of the date such statements are made and are subject to risks and uncertainties. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “expect,” “anticipate,” “project,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “potential,” “target,” “would,” and similar expressions, although not all forward-looking statements contain these identifying terms. These forward-looking statements are based on our current expectations and assumptions and on information currently available to management and include, among others, statements concerning our expectations regarding, as of the date such statements are made: (i) economic, industry and market conditions, including as a result of inflation, and trade and geopolitical conflicts, (ii) the sufficiency of our current sources of liquidity to fund our future liquidity requirements, our expectations regarding the types of future liquidity requirements and our expectations regarding the availability of future sources of liquidity, (iii) the cost of compliance with laws and regulations, (iv) the impact of legal claims and related contingencies, and (v) estimates and liabilities regarding accounting and tax matters.
These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including, among others, (i) economic conditions affecting the industries we serve, including the construction industry and the energy sector, as well as general economic conditions; (ii) adverse developments in the credit markets that could adversely affect funding of construction projects; (iii) the ability and willingness of customers to invest in infrastructure projects; (iv) a decline in demand for our services or for the products and services of our customers; (v) the fact that our revenues are derived primarily from contracts with durations of less than six months and the risk that customers will not renew or enter into new contracts; (vi) our ability to successfully acquire other businesses, successfully integrate acquired businesses into our operations and manage the risks and potential liabilities associated with those acquisitions; (vii) our ability to compete successfully in the industries and markets we serve; (viii) our ability to properly manage and accurately estimate costs associated with specific customer projects, in particular for arrangements with fixed price terms; (ix) increases in the cost, or reductions in the supply, of the materials we use in our business and for which we bear the risk of such increases; (x) the inherently dangerous nature of the services we provide and the risks of potential liability; (xi) the seasonality of our business and the impact of weather conditions; (xii) our ability to remediate any material weaknesses; (xiii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and regulations; (xiv) our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness; and (xv) our compliance with certain financial maintenance covenants in the documents governing our indebtedness and the effect on our liquidity of any failure to comply with such covenants.
Please see “Risk Factors” located in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 for a further discussion of these and other risks and uncertainties which could affect our future results. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. We undertake no obligation to revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events, except to the extent we are legally required to disclose certain matters in our SEC filings or otherwise.
Overview
We are a leading provider of critical asset integrity services. We operate primarily in North America serving a broad range of industrial markets, most notably chemical, pipeline, refinery, power generation, oilsands, automotive, aerospace, mining, manufacturing, renewable energy, and pulp and paper. We provide these essential and often compliance-mandated
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(often at customer locations) services in the industrial space and are focused on the recurring maintenance needs of our customers.
The work we do fits in the service category referred to as Testing, Inspection, Certification and Compliance (“TICC”). These activities include several Nondestructive Testing (“NDT”) techniques such as radiography, ultrasonic testing, magnetic particle inspection, penetrant testing, and visual inspection. NDT activities include inspection and evaluation of industrial equipment through various technology-enabled methods to ensure asset integrity, avoid costly accidents and comply with regulatory requirements without destroying the asset or component. Given the amount of activity required at heights in the industrial space, we provide market leading RAT solutions to reach difficult areas without scaffolding. The work on ropes at heights extends beyond inspection and testing to include industrial trades such as insulation, coatings and blasting, welding, pipe fitting, hoisting and rigging, and electrical services. We offer these trades in a niche way where RAT solutions are optimal (cost efficient and/or schedule enhancing) and where we can provide quality services without compromising safety. Our TICC services also include support from consulting engineers with in-lab destructive testing capabilities. Our highly specialized materials engineers support failure investigation, material selection, corrosion engineering, welding engineering, fracture mechanics, destructive testing, and chemical analysis.
We have two operating and reportable segments which are the United States and Canada. We have operations in the United Kingdom that are not considered material and are included in the United States reportable segment. Each segment is representative of the operations incurred under the respective geographic territory. Both operating segments provide the same services to a similar base of customers.
Prior to the Domestication, until the Acuren Acquisition, we were incorporated with limited liability under the laws of the British Virgin Islands with ordinary shares (the “Ordinary Shares”) listed on the London Stock Exchange. Following the Domestication, our Common Stock began trading on the OTCQX Market on December 30, 2024. We voluntarily withdrew from trading on the OTCQX Market as of February 14, 2025 and began trading on the NYSE American on February 18, 2025.
Recent Developments
Merger with NV5
On May 14, 2025, we entered into the Merger Agreement with NV5. See “Note 18. Subsequent Events” of the Notes to our unaudited condensed Consolidated Financial Statements for further discussion.
Repricing of Term Loan
On January 31, 2025, the Company entered into the First Amendment to the Credit Agreement, pursuant to which, the interest rate margins for the Term Loan decreased from 2.50% to 1.75% for the base rate and from 3.50% to 2.75% for SOFR. All other material terms of the Credit Agreement, including the aggregate principal amount, repayment terms, interest rate applicable on the Revolving Credit Facility remained the same. See “— Liquidity and Capital Resources — Credit Facilities” for more information.
Certain Factors and Trends Affecting Acuren’s Results of Operations
Summary of Acquisitions
In addition to the Acuren Acquisition, the Company completed other acquisitions during the periods presented that also affect the comparability of results of operations.
Economic, Industry and Market Factors
We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and the UK and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures during 2024 and into 2025. Although we look to mitigate the impact of these pressures with a combination of cost management and price initiatives, there can be no guarantee that these initiatives will be successful. There has been no direct effect on our business from the Russian-Ukrainian or the Middle Eastern conflicts, although these conflicts may have an impact on certain end markets, results of operations or liquidity or in other ways which we cannot yet determine.
Description of Key Financial Statement Line Items
Service revenue
Service revenue is generated from Acuren’s engineers, scientists, technologists, technicians, and specialized craft trades performing inspections, testing, and related services for customers both in the field and in our laboratories. Service
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revenue is recognized by Acuren as services are performed for the customer. The vast majority of Acuren’s billing is on a time and materials basis.
Cost of revenue
Cost of revenue consists primarily of direct labor. Cost of revenue also includes materials and indirect costs, such as supplies, tools, facility costs, and depreciation of equipment related to our services as well as travel, per diem, and lodging costs. Labor costs are recognized as labor hours are incurred in delivering services.
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of certain indirect costs of providing our services, employee compensation, information systems and technology costs, share-based compensation, amortization of intangibles, and facility related expenses.
Results of Operations
The comparability of our operating results for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor) was impacted by the Acuren Acquisition. In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the Acuren Acquisition to the extent they remain ascertainable.
Comparison of the three months ended March 31, 2025 (Successor) to the three months ended March 31, 2024 (Predecessor)
The following table summarizes our results of operations for the periods indicated:
Revenues
| Three Months Ended March 31, | |||||||||||
| Successor 2025 | Predecessor 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 | |||||||||
Transaction costs | 651 | — | |||||||||
Income (loss) from operations | (9,440) | 13,994 | |||||||||
Interest expense, net | 16,007 | 15,982 | |||||||||
Other income, net | (1,119) | (7) | |||||||||
Loss before provision for income taxes | (24,328) | (1,981) | |||||||||
Provision (benefit) for income taxes | 1,465 | (710) | |||||||||
Net loss | ($25,793) | ($1,271) | |||||||||
Service revenue was $234.2 million for the three months ended March 31, 2025 (Successor), an increase of $11.2 million, or 5.0%, compared to $223.1 million during the three months ended March 31, 2024 (Predecessor). This increase in service revenue was driven primarily by increases in transaction volumes with recurring customers and new sales in target markets partially offset by adverse weather events in the U.S.
Cost of revenue
Cost of revenue was $190.5 million for the three months ended March 31, 2025 (Successor), an increase of $23.3 million, or 14.0%, compared to $167.2 million during the three months ended March 31, 2024 (Predecessor). This increase was primarily driven by direct costs related to servicing the increased revenue base, as well as an increase in depreciation related to the Acuren Acquisition.
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Gross profit
The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of service revenues, for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor):
| Three Months Ended March 31, | ||||||||||||||
| Successor 2025 | Predecessor 2024 | |||||||||||||
Service revenue | $234,215 | $223,062 | ||||||||||||
| Gross profit | 43,669 | 55,848 | ||||||||||||
Gross profit margin | 19 | % | 25 | % | ||||||||||
Acuren’s gross profit was $43.7 million for the three months ended March 31, 2025 (Successor), a decrease of $12.2 million, or 21.8%, compared to $55.8 million during the three months ended March 31, 2024 (Predecessor). The gross profit decrease is a result of adverse weather events during the first quarter of 2025 in the U.S as well as timing of turnarounds and projects and one-time higher margin projects in the first quarter of 2024 in Canada.
Selling, general and administrative expenses
The following table presents selling, general and administrative expenses (“SG&A expenses”) and SG&A as a percentage of service revenues for the three months ended March 31, 2025 (Successor) compared to the three months ended March 31, 2024 (Predecessor):
| Three Months Ended March 31, | ||||||||||||||
| Successor 2025 | Predecessor 2024 | |||||||||||||
| SG&A expenses | $52,458 | $41,854 | ||||||||||||
SG&A expenses as a percentage of service revenue (%) | 22.4 | % | 18.8 | % | ||||||||||
Acuren’s SG&A expenses were $52.5 million for the three months ended March 31, 2025 (Successor), an increase of $10.6 million, or 25.3%, compared to $41.9 million during the three months ended March 31, 2024 (Predecessor). The increase in SG&A expenses was driven primarily by increases in employee-related costs, as well as an increase in amortization expense on intangible assets related to the Acuren Acquisition.
Depreciation and Amortization Expense
Total depreciation expense for property, plant and equipment and amortization expense for intangibles were recognized as follows:
| Three Months Ended March 31, | |||||||||||
| Successor 2025 | Predecessor 2024 | ||||||||||
Depreciation expense included in cost of revenue | $15,362 | $9,061 | |||||||||
Depreciation and amortization expense included in SG&A expenses | 13,237 | 10,032 | |||||||||
Total depreciation and amortization expense | $28,599 | $19,093 | |||||||||
Interest expense, net
Interest expense, net was approximately flat at $16.0 million for the three months ended March 31, 2025 (Successor) and the three months ended March 31, 2024 (Predecessor) as a result of lower effective interest rates offset by higher outstanding indebtedness. Amortization of deferred issuance costs included within interest expense, net for the three months ended March 31, 2025 (Successor) and for the three months ended March 31, 2024 (Predecessor) was $0.8 million and $1.0 million, respectively.
Provision for income taxes
Acuren recorded a provision for income taxes of $1.5 million and a benefit of $0.7 million for the three months ended March 31, 2025 (Successor) and 2024 (Predecessor), respectively. The tax expense for the three months ended March 31, 2025 (Successor) was primarily driven by the valuation allowance against our deferred tax assets. See “Note 13. Income Taxes” for further discussion.
The Organization for Economic Co-operation and Development has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as "Pillar 2"),
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with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted the legislation, and other countries are in the process of introducing legislation to implement Pillar 2. We are continuing to evaluate and monitor the impact of Pillar 2. To date, Pillar 2 has not had a material impact on the effective tax rate or the condensed consolidated financial statements.
Operating Segment Results
Comparison of the three months ended March 31, 2025 (Successor) to the three months ended March 31, 2024 (Predecessor)
Service Revenue | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| Successor 2025 | Predecessor 2024 | Increase (Decrease) | % Change | ||||||||||||||||||||||||||
United States | $147,690 | $143,304 | $4,386 | 3 | % | ||||||||||||||||||||||||
Canada | 86,972 | 80,155 | 6,817 | 9 | % | ||||||||||||||||||||||||
Corporate and Eliminations | (447) | (397) | (50) | 13 | % | ||||||||||||||||||||||||
| $234,215 | $223,062 | $11,153 | 5 | % | |||||||||||||||||||||||||
Cost of Revenue | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| Successor 2025 | Predecessor 2024 | Increase (Decrease) | % Change | ||||||||||||||||||||||||||
United States | $119,596 | $106,308 | $13,288 | 12 | % | ||||||||||||||||||||||||
Canada | 71,397 | 61,303 | 10,094 | 16 | % | ||||||||||||||||||||||||
Corporate and Eliminations | (447) | (397) | (50) | 13 | % | ||||||||||||||||||||||||
| $190,546 | $167,214 | $23,332 | 14 | % | |||||||||||||||||||||||||
Gross Profit | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| Successor 2025 | Predecessor 2024 | Increase (Decrease) | % Change | ||||||||||||||||||||||||||
United States | $28,094 | $36,996 | ($8,902) | (24) | % | ||||||||||||||||||||||||
Canada | 15,575 | 18,852 | (3,277) | (17) | % | ||||||||||||||||||||||||
| $43,669 | $55,848 | ($12,179) | (22) | % | |||||||||||||||||||||||||
United States
United States service revenues was $147.7 million for the three months ended March 31, 2025 (Successor), an increase of $4.4 million, or 3.1%, compared to $143.3 million during the three months ended March 31, 2024 (Predecessor). The increase was driven by increases in transaction volumes with recurring customers and new sales in target markets partly offset by adverse weather events in the early part of the first quarter of 2025.
Segment gross profit was $28.1 million for the three months ended March 31, 2025 (Successor), a decrease of $8.9 million, or 24%, compared to $37.0 million during the three months ended March 31, 2024 (Predecessor). The decrease primarily resulted from adverse weather events as well as higher margin projects in the first quarter of 2024.
Canada
Canada service revenue was $87.0 million for the three months ended March 31, 2025 (Successor), an increase of $6.8 million, or 8.5%, compared to $80.2 million during the three months ended March 31, 2024 (Predecessor). The growth in service revenue was driven primarily by growth in volumes with existing recurring customers.
Segment gross profit was $15.6 million for the three months ended March 31, 2025 (Successor), a decrease of $3.3 million, or 17.4%, compared to $18.9 million during the three months ended March 31, 2024 (Predecessor). The decrease was primarily driven by timing of turnarounds and projects as well as one-time higher margin projects in the first quarter of 2024.
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Liquidity and Capital Resources
Overview
Overall, we believe that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under the Revolving Credit Facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants. Our uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expenditures to support our growth, repay debt maturities as they become due, and complete integration activities. Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to execute and integrate strategic acquisitions. In addition, we will use available cash, borrowing capacity, and cash flows from operations to fund our operating leases, finance leases, debt repayments and various other obligations as they arise.
Credit Facilities
Successor Period
We have a $775.0 million seven-year senior secured Term Loan under the Term Loan Facility and a $75.0 million five-year senior secured revolving credit facility, of which up to $20.0 million can be used for the issuance of letters of credit. As of March 31, 2025 (Successor), we had $771.1 million of indebtedness outstanding under the Term Loan and no amounts outstanding under the Revolving Credit Facility. For discussion of the First Amendment to our Credit Agreement, see “Note 11. Debt”.
For discussion of the covenants contained in the Credit Agreement governing our Revolving Credit Facility, see “Note 11. Debt” of the Notes to our unaudited condensed Consolidated Financial Statements. As of March 31, 2025 (Successor), we were in compliance with these covenants.
Predecessor Period
ASP Acuren entered into a credit agreement on December 20, 2019, as amended (the “2019 Credit Agreement”) that provided for a term loan and a revolving credit facility of $715.0 million and $75.0 million, respectively. In connection with the Acuren Acquisition on July 30, 2024, the 2019 Credit Agreement was repaid in full.
Cash Flows
The following table summarizes net cash flows with respect to Acuren’s operating, investing, and financing activities for the periods indicated:
| Three Months Ended March 31, | ||||||||||||||
Cash flows provided by (used in): | Successor 2025 | Predecessor 2024 | ||||||||||||
Operating activities | $32,792 | $20,922 | ||||||||||||
Investing activities | (12,213) | (34,361) | ||||||||||||
Financing activities | (5,605) | 15,701 | ||||||||||||
Effect of exchange rate on cash | 1,631 | 549 | ||||||||||||
Net change in cash and cash equivalents | $16,605 | $2,811 | ||||||||||||
Cash flows attributable to our operating activities
Net cash provided by operating activities for the three months ended March 31, 2025 (Successor) was $32.8 million, an increase of $11.9 million compared to cash provided by operating activities of $20.9 million in the three months ended March 31, 2024 (Predecessor). The change in cash used in operating activities was primarily driven by positive changes in operating assets and liabilities partially offset by an increase in net loss.
Cash flows attributable to our investing activities
For the three months ended March 31, 2025 (Successor), net cash used in investing activities was $12.2 million, a decrease of $22.1 million compared to net cash used in investing activities of $34.4 million for the three months ended March 31, 2024 (Predecessor) as a result of less cash used in acquisitions.
Cash flows attributable to our financing activities
For the three months ended March 31, 2025 (Successor), net cash used in financing activities was $5.6 million, consisting primarily of payments on the term loan, as well as principal payments on finance leases and payments on debt issuance costs.
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For the three months ended March 31, 2024 (Predecessor), net cash provided by financing activities was $15.7 million, consisting primarily of borrowings under the 2019 Credit Agreement, partially offset by principal payments on finance leases and payments of debt issuance costs.
Effect of exchange rate changes on cash and cash equivalents
For the three months ended March 31, 2025 (Successor) and three months ended March 31, 2024 (Predecessor), the effect of foreign exchange rate changes on cash was $1.6 million and $0.5 million, respectively. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in the U.S. Dollar exchange rate against the Canadian Dollar.
Off-Balance Sheet Arrangements
During the three months ended March 31, 2025 (Successor) or the three months ended March 31, 2024 (Predecessor), we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Recently Issued Accounting Pronouncements
See “Note 1. Description of Business and Basis of Presentation” of the Notes to our unaudited condensed Consolidated Financial Statements for disclosures regarding recently issued accounting pronouncements and the critical accounting policies related to our business.
Critical Accounting Estimates
There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the 2024 Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no significant changes to our quantitative and qualitative disclosures about market risk as discussed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” included in the 2024 Annual Report.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective at March 31, 2025, due to the material weaknesses in internal control over financial reporting described below, which were previously disclosed in our 2024 Annual Report.
Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
As indicated above, we identified material weaknesses in our internal control over financial reporting and concluded that we had not designed and maintained an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of resources with (i) an appropriate level of accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately, and (ii) an appropriate level of knowledge and experience to establish effective processes and controls. This material weakness contributed to the following two additional material weaknesses:
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•we did not design and maintain effective controls related to the period-end financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures; further, we did not design and maintain controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties.
These material weaknesses resulted in the misstatement of our provision (benefit) for income taxes and deferred tax liabilities and related financial statement disclosures which resulted in the restatement of our financial statements for the predecessor period from January 1, 2024 to July 29, 2024. These material weaknesses also resulted in immaterial audit adjustments to our current and previously issued consolidated financial statements in the following financial statement line items: Accounts receivable; Accounts payable; Accrued expenses and other current liabilities; Deferred tax liabilities; Lease obligations; Service revenue; Cost of revenue; Selling, general and administrative expenses; and Interest expense. Additionally, these material weaknesses could result in a misstatement of substantially all of the Company’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
•we did not design and maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain:
◦User access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel;
◦Program change management controls to ensure that information technology program and data changes are identified, tested, authorized, and implemented appropriately;
◦Computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored; and
◦Program development controls to ensure that new software development is tested, authorized and implemented appropriately.
These IT deficiencies did not result in a material misstatement to the financial statements, however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.
Management is in the process of developing a remediation plan for the material weaknesses that have been identified. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. We will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings.
From information on legal proceedings, see Note 14. Commitments and Contingencies included in this Quarterly Report.
Item 1A. Risk Factors.
Our operations and financial results are subject to various risks and uncertainties. There have been no material changes in our risk factors from those previously disclosed in Part 1, Item 1A, “Risk Factors” in our 2024 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(b) 10b5-1 Trading Plans
During the three months ended March 31, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted terminated
Item 6. Exhibits
Exhibit Number | Description | |||||||
| 10.15 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
101.INS* | Inline XBRL Instance Document. | |||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.LAB* | Inline XBRL Taxonomy Extension Lable Linkbase Document. | |||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
*Filed herewith.
**Furnished herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ACUREN CORPORATION | ||||||||
| Name | Title | Date | ||||||||||||
| /s/ Talman Pizzey | Chief Executive Officer and Director | May 15, 2025 | ||||||||||||
| Talman Pizzey | (duly authorized officer) | |||||||||||||
| /s/ Kristin Schultes | Chief Financial Officer | May 15, 2025 | ||||||||||||
| Kristin Schultes | (principal financial officer) | |||||||||||||
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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Talman B. Pizzey, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Acuren Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 15, 2025
| By: | /s/ Talman B. Pizzey | ||||
| Talman B. Pizzey | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a)UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kristin Schultes, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Acuren Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 15, 2025
| By: | /s/ Kristin Schultes | ||||
| Kristin Schultes | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Acuren Corporation (the “Company”) for the quarterly period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2025
| By: | /s/ Talman B. Pizzey | ||||
| Talman B. Pizzey | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Acuren Corporation (the “Company”) for the quarterly period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 15, 2025
| By: | /s/ Kristin Schultes | ||||
| Kristin Schultes | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||