8-K
TIC Solutions, Inc. (TIC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
December 20, 2024
Date of Report (date of earliest event reported)
Acuren Corporation
(Exact name of registrant as specified in itscharter)
| Delaware | 333-282976 | 66-1076867 |
|---|---|---|
| (State or other jurisdiction of <br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
14434 Medical Complex Drive, Suite 100
Tomball, Texas 77377
(Addressof principal executive offices and zip code)
(800) 218-7450
(Registrant’s telephonenumber, including area code)
Check the appropriate box below if the Form 8-K filing is intendedto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the SecuritiesAct (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the ExchangeAct (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registeredpursuant to Section 12(b) of the Act:
None
Indicate by check mark whether the registrant is an emerging growthcompany as defined in Rule 405 of the Securities Act.
Emerginggrowth company ☒
If an emerging growth company, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On December 20, 2024, Acuren Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1.
The information furnished under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.
Item 9.01 - Financial Statements and Exhibits
(d): The following exhibits are being filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release Issued by Acuren Corporation on December 20, 2024 |
| 104 | Cover Page Interactive<br> Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements 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 hereunto duly authorized.
| Acuren Corporation | ||
|---|---|---|
| Date: December 20, 2024 | By: | /s/ Kristin Schultes |
| Name: | Kristin Schultes | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
Acuren Corporation
For Immediate Release
Acuren Corporation Announces Results for theThree and Nine Months ended September 30, 2024
Delivered improved results year over year
Houston, Texas – December 20, 2024 –Acuren Corporation (“Acuren” or the “Company”) today announced financial results for the third quarter and nine-month periods ended September 30, 2024. The comparability of our operating results for the period from July 30, 2024 through September 30, 2024 (Successor), January 1, 2024 through July 29, 2024 (Predecessor) and the nine months ended September 30, 2023 (Predecessor) was impacted by the Company’s acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren” and the “ASP Acuren Acquisition”).
Third Quarter 2024 Results Compared to ThirdQuarter 2023 Results
| ● | 2024 Predecessor Revenue of $101.5 million and 2024 Successor Revenue of $201.5 million compared to 2023<br>Predecessor Revenue of $265.5 million |
|---|---|
| ● | Combined Revenue of $303.0 million, up 14.1% from the prior Predecessor period |
| --- | --- |
| ● | 2024 Predecessor Gross Profit of $25.5 million, or 25.1%, and 2024 Successor Gross Profit of $49.2 million,<br>or 24.4%, compared to 2023 Predecessor Gross Profit of $64.2 million or 24.2% in the prior Predecessor period |
| --- | --- |
| ● | Combined Adjusted Gross Profit of $89.8 million or 29.6% compared to 29.3% in the prior Predecessor period |
| --- | --- |
| ● | 2024 Predecessor income from operations of $2.4 million and 2024 Successor loss from operations of $79.2<br>million compared to 2023 Predecessor income from operations of $16.1 million |
| --- | --- |
| ● | 2024 Predecessor Net Income of $3.9 million and 2024 Successor Net Loss of $89.8 million compared to 2023<br>Predecessor Net income of $1.0 million |
| --- | --- |
| ● | Combined Adjusted EBITDA of $51.3 million, up 14.8% from the prior Predecessor period |
| --- | --- |
| ● | Combined Adjusted EBITDA margin of 16.9%, compared to 16.8% from the prior Predecessor period |
| --- | --- |
Nine Months 2024 Results Compared to FirstNine Months 2023 Results
| ● | 2024 Predecessor Revenue of $633.9 million and 2024 Successor Revenue of $201.5 million compared to 2023<br>Predecessor Revenue of $779.9 million |
|---|---|
| ● | Combined Revenue of $835.4 million, up 7.1% from the prior Predecessor period |
| --- | --- |
| ● | 2024 Predecessor Gross profit of $162.0 million, or 25.6%, and 2024 Successor Gross Profit of $49.2 million,<br>or 24.4%, compared to 2023 Predecessor Gross Profit of $180.6 million, or 23.2%, in the prior Predecessor period |
| --- | --- |
| ● | Combined Adjusted Gross Profit of $244.8 million or 29.3% compared to 28.4% in the prior Predecessor period |
| --- | --- |
| ● | 2024 Predecessor income from operations of $36.1 million and 2024 Successor loss from operations of $79.2<br>million compared to 2023 Predecessor income from operations of $44.7 million |
| --- | --- |
| ● | 2024 Predecessor Net Loss of $2.8 million and 2024 Successor Net Loss of $89.8 million compared to 2023<br>Predecessor Net Income of $8.2 million |
| --- | --- |
| ● | Combined Adjusted EBITDA of $145.9 million, up 15.2% from the prior Predecessor period |
| --- | --- |
| ● | Combined Adjusted EBITDA margin of 17.5%, compared to 16.2% from the prior Predecessor period |
| --- | --- |
Tal Pizzey, CEO of Acuren stated, “Our strong year-to-date results reflect continued improvement in service revenue and margins, driven primarily by increased demand from recurring customers, new sales in target markets, and pricing initiatives implemented in 2023. The effectiveness of our S-4 marks an important milestone as we continue working diligently towards our public market debut. We believe our differentiated services, established client base, and strong market presence give us a solid foundation to grow our leadership in asset integrity testing while building a premier global testing, inspection, certification and compliance organization.”
Robert A.E. Franklin, Co-Chairman of Acuren commented, “Now that our S-4 registration statement has gone effective, we expect to begin trading on OTC imminently and look forward to an NYSE debut in the new year. We believe our strong balance sheet position, including over $130 million in cash, significant EBITDA growth, ongoing margin improvement, and a leadership team dedicated to operational excellence gives us the ability to deliver long-term value to our shareholders and capitalize on the opportunities ahead.”
Planned Relisting
On July 30, 2024, the Company completed the ASP Acuren Acquisition for $1.88 billion. On December 16, 2024, the Company’s Registration Statement on Form S-4 (File No. 333-282976) was declared effective by the U.S. Securities and Exchange Commission and, effective as of that date, it completed its re-domiciliation from the British Virgin Islands into a Delaware corporation. The Company anticipates its common stock will begin trading on the OTC Market prior to the end of the year. The Company intends to apply to list its common stock on the New York Stock Exchange during the first quarter of 2025.
About Acuren Corporation
Acuren is a leading provider of critical asset integrity services. The company operates primarily in North America serving a broad range of industrial markets. It provides these essential and often compliance-mandated (often at customer locations) services in the industrial space and is focused on the recuring maintenance needs of its customers. The work Acuren does fits in the service category referred to as Testing, Inspection and Certification (TIC) including Nondestructive Testing (“NDT”) in the field and the laboratory and in-lab destructive testing capabilities.
2
Forward-Looking Statements
In this press release the Company may discuss events or results that have not yet occurred or been realized, commonly referred to as forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Acuren Corporation (“Acuren” or the “Company”). Such discussion and statements may contain words such as “expect,” “anticipate,” “will,” “should,” “believe,” “intend,” “plan,” “estimate,” “predict,” “seek,” “continue,” “pro forma” “outlook,” “may,” “might,” “should,” “can have,” “have,” “likely,” “potential,” “target,” “indicative,” “illustrative,” and variations of such words and similar expressions, and relate in this press release, without limitation, to statements, beliefs, projections and expectations about future events, including the planned relisting. Such statements are based on the Company’s expectations, intentions and projections regarding the Company’s future performance, anticipated events or trends and other matters that are not historical facts.
These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For a detailed discussion of cautionary statements and risks that may affect the Company’s future results of operations and financial results, please refer to the Company’s filings with the SEC, including, but not limited to, the risk factors in the Company’s Registration Statement on Form S-4 filed with the SEC on December 12, 2024, and any supplements and post-effective amendments thereto. Forward-looking statements included in this press release speak only as of the date hereof and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or circumstances after the date of this press release.
Non-GAAP Financial Measures
This press release contains Combined Revenue, Combined Adjusted Gross Profit, Combined Adjusted Gross Profit Margin, Combined loss from operations, Combined EBITDA, Combined Adjusted EBITDA and Combined Adjusted EBITDA Margin which are non-U.S. GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission.
Our results of operations as reported in our unaudited condensed consolidated financial statements for the Successor and Predecessor periods are in accordance with GAAP. The presentation of the combined financial information of the Predecessor and Successor for the three and nine months ended September 30, 2024, is not in accordance with GAAP. Combined financial information consists of the mathematical addition of selected financial data of the Predecessor and Successor periods. No other adjustments are made to the combined presentation. However, we believe that for purposes of discussion and analysis, the combined financial information is useful for management and investors to assess our ongoing financial and operational performance and trends. Accordingly, in addition to presenting our results of operations as reported in our unaudited condensed consolidated financial statements in accordance with GAAP, certain tables and discussion included within this release also present the combined results for the three and nine months ended September 30, 2024.
3
As used in this press release, Combined Adjusted Gross Profit is defined as Combined Gross Profit less depreciation expense included in cost of revenue for the Predecessor and Successor periods. Combined Adjusted Gross Profit Margin is defined as Combined Gross Profit divided by Combined Revenue. Combined EBITDA is defined as earnings before interest, taxes, depreciation and amortization for the Predecessor and Successor periods and Combined Adjusted EBITDA is defined as EBITDA excluding the impact of certain non-cash and other specifically identified items for the Predecessor and Successor periods. Combined Adjusted EBITDA Margin is defined as Combined Adjusted EBITDA divided by Combined Revenue.
The Company uses these non-U.S. GAAP financial measures and the additional financial information both in explaining its results to shareholders and the investment community and in its internal evaluation and management of its businesses. The Company’s management believes that these non-U.S. GAAP financial measures and the information they provide are useful to investors since these measures (a) permit investors to view the Company’s performance using the same tools that management uses to evaluate the Company’s past performance, reportable business segments and prospects for future performance, (b) permit investors to compare the Company with its peers, (c) determines certain elements of management’s incentive compensation, and (d) provide consistent period-to-period comparisons of the results.
While the Company believes these non-U.S. GAAP measures are useful in evaluating the Company’s performance, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with U.S. GAAP. Additionally, these non-U.S. GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-U.S. GAAP financial measures is included later in this press release.
Investor Relations Contacts
Dan Scott / Rodny Nacier
ICR Inc.
IR@acuren.com
Seth Weber
VP Investor Relations
Seth.weber@acuren.com
4
Acuren Corporation CondensedConsolidated Balance Sheets
(amounts in thousands, except shareand per share data)
(Unaudited)
| Predecessor<br> December 31, <br> 2023 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 132,458 | $ | 87,061 | ||
| Accounts receivable, net | 278,174 | 233,244 | |||
| Prepaid expenses and other current assets | 16,073 | 13,608 | |||
| Total current assets | 426,705 | 333,913 | |||
| Property, plant and equipment, net | 191,172 | 112,264 | |||
| Operating lease right-of-use assets, net | 27,212 | 22,441 | |||
| Goodwill | 898,165 | 511,501 | |||
| Intangible assets, net | 768,693 | 264,335 | |||
| Deferred income tax asset | 813 | 2,368 | |||
| Other assets | 15,355 | 15,793 | |||
| Total assets | 2,328,115 | 1,262,615 | |||
| Liabilities and Equity | |||||
| Current liabilities | |||||
| Accounts payable | 23,208 | $ | 23,206 | ||
| Accrued expenses and other current liabilities | 70,805 | 65,775 | |||
| Current portion of debt | 7,721 | 7,280 | |||
| Current portion of lease obligations | 16,051 | 16,623 | |||
| Total current liabilities | 117,785 | 112,884 | |||
| Debt, net of current portion | 748,294 | 668,031 | |||
| Non-current lease obligations | 38,317 | 38,061 | |||
| Deferred income tax liability | 190,536 | 35,294 | |||
| Other liabilities | 21,820 | 26,346 | |||
| Total liabilities | 1,116,752 | 880,616 | |||
| Commitments and contingencies | |||||
| Equity | |||||
| Ordinary stock (Successor), 0 par value; 121,412,515 shares issued<br> and outstanding | - | - | |||
| Founder Preferred stock (Successor), 0 par value; 1,000,000 shares issued and outstanding | - | - | |||
| Common stock (Predecessor), 0.01 par value; 5,700,000 shares issued and<br> 5,024,802 shares outstanding | - | 50 | |||
| Treasury stock (Predecessor), 7,769 common shares at cost | - | (1,029 | ) | ||
| Additional paid-in capital | 1,291,826 | 366,327 | |||
| Accumulated earnings (deficit) | (91,361 | ) | 17,447 | ||
| Accumulated other comprehensive income (loss) | 10,898 | (796 | ) | ||
| Total equity | 1,211,363 | 381,999 | |||
| Total liabilities and equity | 2,328,115 | $ | 1,262,615 |
All values are in US Dollars.
5
Acuren Corporation
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(amounts in thousands, except share and per share data)
(Unaudited)
| 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Successor | Predecessor | Predecessor | |||||||
| July 30 to<br><br> September 30 | January 1 to<br><br> July 29 | January 1 to <br> September 30 | |||||||
| Service revenue | $ | 201,485 | $ | 633,866 | $ | 779,923 | |||
| Cost of revenue | 152,281 | 471,881 | 599,332 | ||||||
| Gross profit | 49,204 | 161,985 | 180,591 | ||||||
| Selling, general and administrative expenses | 103,835 | 120,633 | 135,892 | ||||||
| Transaction costs | 24,554 | 5,204 | - | ||||||
| Income (loss) from operations | (79,185 | ) | 36,148 | 44,699 | |||||
| Interest expense, net | 13,336 | 39,379 | 39,066 | ||||||
| Loss on extinguishment of debt | - | 9,073 | - | ||||||
| Other expense (income), net | (600 | ) | (580 | ) | 58 | ||||
| Income (loss) before provision for income taxes | (91,921 | ) | (11,724 | ) | 5,575 | ||||
| Benefit for income taxes | (2,097 | ) | (8,946 | ) | (2,618 | ) | |||
| Net income (loss) | (89,824 | ) | (2,778 | ) | 8,193 | ||||
| Other comprehensive income (loss): | |||||||||
| Foreign currency translation adjustments | 10,898 | (18,008 | ) | 2,528 | |||||
| Total other comprehensive income (loss) | 10,898 | (18,008 | ) | 2,528 | |||||
| Total comprehensive income (loss) | $ | (78,926 | ) | $ | (20,786 | ) | $ | 10,721 |
Acuren Corporation
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(amounts in thousands, except share and per share data)
(Unaudited)
| 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Successor | Predecessor | Predecessor | |||||||
| July 30 to<br><br> September 30 | July 1 to<br><br> July 29 | July 1 to <br> September 30 | |||||||
| Service revenue | $ | 201,485 | $ | 101,512 | $ | 265,535 | |||
| Cost of revenue | 152,281 | 75,994 | 201,328 | ||||||
| Gross profit | 49,204 | 25,518 | 64,207 | ||||||
| Selling, general and administrative expenses | 103,835 | 17,909 | 48,095 | ||||||
| Transaction costs | 24,554 | 5,204 | - | ||||||
| Income (loss) from operations | (79,185 | ) | 2,405 | 16,112 | |||||
| Interest expense, net | 13,336 | 5,828 | 15,423 | ||||||
| Loss on extinguishment of debt | - | 9,073 | - | ||||||
| Other income, net | (600 | ) | (294 | ) | (4 | ) | |||
| Income (loss) before provision for income taxes | (91,921 | ) | (12,202 | ) | 693 | ||||
| Benefit for income taxes | (2,097 | ) | (16,145 | ) | (325 | ) | |||
| Net income (loss) | (89,824 | ) | 3,943 | 1,018 | |||||
| Other comprehensive income (loss): | |||||||||
| Foreign currency translation adjustments | 10,898 | (5,170 | ) | (7,268 | ) | ||||
| Total other comprehensive income (loss) | 10,898 | (5,170 | ) | (7,268 | ) | ||||
| Total comprehensive income (loss) | $ | (78,926 | ) | $ | (1,227 | ) | $ | (6,250 | ) |
6
Acuren Corporation
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)
| 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Successor | Predecessor | Predecessor | |||||||
| July 30 to<br><br> September 30 | January 1 to<br><br> July 29 | January 1 to <br> September 30 | |||||||
| Cash flows from operating activities: | |||||||||
| Net income (loss) | $ | (89,824 | ) | $ | (2,778 | ) | $ | 8,193 | |
| Adjustments to reconcile net income (loss) to net cash provided by operating<br> activities: | |||||||||
| Provision for credit losses | 1,005 | 408 | 548 | ||||||
| Depreciation and amortization | 20,431 | 45,777 | 71,154 | ||||||
| Noncash lease expense | 1,249 | 5,453 | 6,710 | ||||||
| Share-based compensation expense | 62,802 | 17,858 | 4,111 | ||||||
| Amortization of deferred financing costs | 486 | 2,406 | 2,267 | ||||||
| Loss on extinguishment of debt | - | 9,073 | - | ||||||
| Fair value adjustments on interest rate derivatives | - | 3,102 | (2,573 | ) | |||||
| Deferred income taxes | (1,965 | ) | (20,565 | ) | (675 | ) | |||
| Other | - | (588 | ) | (85 | ) | ||||
| Changes in operating assets and liabilities, net of effects of business acquisitions: | |||||||||
| Accounts receivable | (3,527 | ) | (32,797 | ) | (52,353 | ) | |||
| Prepaid expenses and other current assets | (6,674 | ) | (2,829 | ) | (1,239 | ) | |||
| Accounts payable | 4,696 | (9,691 | ) | (2,149 | ) | ||||
| Accrued expenses and other current liabilities | (7,400 | ) | 17,481 | 197 | |||||
| Operating lease obligations | (1,333 | ) | (5,751 | ) | (6,618 | ) | |||
| Other assets and liabilities | 1,990 | (4,516 | ) | 7,337 | |||||
| Net cash provided by (used in) operating activities | (18,064 | ) | 22,042 | 34,825 | |||||
| Cash flows from investing activities: | |||||||||
| Purchases of property, plant and equipment | (3,403 | ) | (14,334 | ) | (15,586 | ) | |||
| Proceeds from sale of property, plant and equipment | 251 | 1,029 | 1,251 | ||||||
| Acquisition of ASP Acuren, net of cash acquired | (1,827,426 | ) | - | - | |||||
| Acquisition of businesses, net of cash acquired | - | (46,280 | ) | (6,010 | ) | ||||
| Net cash used in investing activities | (1,830,578 | ) | (59,585 | ) | (20,345 | ) | |||
| Cash flows from financing activities: | |||||||||
| Borrowings under long-term debt | 775,000 | 30,000 | 195,000 | ||||||
| Repayments of long-term debt | - | (16,346 | ) | (79,563 | ) | ||||
| Payments of debt issuance costs | (21,355 | ) | - | (2,659 | ) | ||||
| Principal payments on finance lease obligations | (1,615 | ) | (5,836 | ) | (7,653 | ) | |||
| Dividends paid to stockholder | - | - | (150,000 | ) | |||||
| Proceeds from issuance of ordinary shares and exercise of warrants, net of issuance costs | 666,630 | - | - | ||||||
| Net cash provided by (used in) financing activities | 1,418,660 | 7,818 | (44,875 | ) | |||||
| Net effect of exchange rate fluctuations on cash and cash equivalents | 5,507 | (7,881 | ) | 1,973 | |||||
| Net change in cash and cash equivalents | (424,475 | ) | (37,605 | ) | (28,423 | ) | |||
| Cash and cash equivalents | |||||||||
| Beginning of period | 556,933 | 87,061 | 62,585 | ||||||
| End of period | $ | 132,458 | $ | 49,456 | $ | 34,162 |
7
Acuren Corporation
Reconciliation of Combined Revenue
(amounts in thousands)
(Unaudited)
| Combined period<br><br> January 1, 2024<br><br> through<br><br> September 30,<br><br>2024 | Combined period<br><br> January 1, 2023<br><br> through<br><br> September 30,<br><br>2023 | Combined period<br><br> July 1, 2024<br><br> through<br><br> September 30,<br><br>2024 | Combined period<br><br> July 1, 2023<br><br> through<br><br> September 30,<br><br>2023 | |||||
|---|---|---|---|---|---|---|---|---|
| Revenue from predecessor period | $ | 633,866 | $ | 779,923 | $ | 101,512 | $ | 265,535 |
| Revenue from successor period | 201,485 | - | 201,485 | - | ||||
| Total combined revenue^(1)^ | $ | 835,351 | $ | 779,923 | $ | 302,997 | $ | 265,535 |
| 1. | The combined financial information for the nine months ended<br>September 30, 2024 includes the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 to July 29, 2024<br>and Acuren Corporation (Successor) for the period from July 30, 2024 to September 30, 2024. | |||||||
| --- | --- |
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Acuren Corporation
Reconciliation of Adjusted Gross Profit and Gross Margin Percentage
(amounts in thousands)
(Unaudited)
| Successor period July 30 to September 30, 2024 | 2024 | ||
|---|---|---|---|
| Gross profit | $ | 49,204 | |
| Depreciation expense included in cost of revenue | 11,481 | ||
| Predecessor period July 1 to July 29, 2024 | |||
| Gross profit | 25,518 | ||
| Depreciation expense included in cost of revenue | 3,581 | ||
| Adjusted gross profit for the combined period July 1, 2024 through September 30, 2024 | $ | 89,784 | |
| Adjusted gross margin percentage for the combined period July 1, 2024 through September 30, 2024 ^(1)^ | 29.6 | % | |
| Successor period July 30 to September 30, 2024 | 2024 | ||
| --- | --- | --- | --- |
| Gross profit | $ | 49,204 | |
| Depreciation expense included in cost of revenue | 11,481 | ||
| Predecessor period January 1 to July 29, 2024 | |||
| Gross profit | 161,985 | ||
| Depreciation expense included in cost of revenue | 22,123 | ||
| Adjusted gross profit for the combined period January 1, 2024 through September 30, 2024 | $ | 244,793 | |
| Adjusted gross margin percentage for the combined period January 1, 2024 through September 30, 2024 ^(1)^ | 29.3 | % |
Acuren Corporation
Reconciliation of Adjusted Gross Profit and Gross Margin Percentage
(amounts in thousands)
(Unaudited)
| Predecessor period July 1 to September 30, 2023 | 2023 | ||
|---|---|---|---|
| Gross profit | $ | 64,207 | |
| Depreciation expense included in cost of revenue | 13,581 | ||
| Adjusted gross profit | 77,788 | ||
| Adjusted gross margin percentage ^(1)^ | 29.3 | % | |
| Predecessor period January 1 to September 30, 2023 | 2023 | ||
| --- | --- | --- | --- |
| Gross profit | $ | 180,591 | |
| Depreciation expense included in cost of revenue | 40,989 | ||
| Adjusted gross profit | 221,580 | ||
| Adjusted gross margin percentage ^(1)^ | 28.4 | % | |
| 1. | The Adjusted Gross margin is calculated as Adjusted Gross margin<br>divided by combined revenues for the 2024 period and divided by revenues for the 2023 period | ||
| --- | --- |
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Acuren Corporation
Reconciliation of Adjusted EBITDA to Net Income (Loss)
(amounts in thousands)
(Unaudited)
| Successor period July 30 to September 30, 2024 | 2024 | ||
|---|---|---|---|
| Net income (loss) | $ | (89,824 | ) |
| Benefit for income taxes | (2,097 | ) | |
| Interest expense, net | 13,336 | ||
| Depreciation and amortization expense | 20,431 | ||
| Predecessor period July 1 to July 29, 2024 | |||
| Net income (loss) | 3,943 | ||
| Benefit for income taxes | (16,145 | ) | |
| Interest expense, net | 5,828 | ||
| Depreciation and amortization expense | 7,013 | ||
| Adjustments July 1 to September 30, 2024 | |||
| Pre-ASP Acuren seller-related expenses and stock compensation^(1)^ | 9,809 | ||
| One time non-cash equity charges^(2)^ | 69,821 | ||
| Acquisition related transaction and integration expenses^(3)^ | (505 | ) | |
| ASP Acuren transaction related expenses^(4)^ | 24,554 | ||
| Non cash stock compensation expense^(5)^ | 5,540 | ||
| Other non-recurring charges^(6)^ | (386 | ) | |
| Adjusted EBITDA for the combined period July 1, 2024 through September 30, 2024 ^(7)^ | $ | 51,318 | |
| Adjusted EBITDA margin for the combined period from July 1, 2024 through September 30, 2024 ^(8)^ | 16.9 | % | |
| Successor period July 30 to September 30, 2024 | 2024 | ||
| --- | --- | --- | --- |
| Net income (loss) | $ | (89,824 | ) |
| Benefit for income taxes | (2,097 | ) | |
| Interest expense, net | 13,336 | ||
| Depreciation and amortization expense | 20,431 | ||
| Predecessor period January 1 to July 29, 2024 | |||
| Net income (loss) | (2,778 | ) | |
| Benefit for income taxes | (8,946 | ) | |
| Interest expense, net | 39,379 | ||
| Depreciation and amortization expense | 45,777 | ||
| Adjustments January 1 to September 30, 2024 | |||
| Pre-ASP Acuren seller-related expenses and stock compensation^(1)^ | 29,477 | ||
| One time non-cash equity charges^(2)^ | 69,821 | ||
| Acquisition related transaction and integration expenses^(3)^ | 1,548 | ||
| ASP Acuren transaction related expenses^(4)^ | 29,758 | ||
| Non cash stock compensation expense^(5)^ | 336 | ||
| Other non-recurring charges^(6)^ | (280 | ) | |
| Adjusted EBITDA for the combined period January 1, 2024 through September 30, 2024 ^(7)^ | $ | 145,938 | |
| Adjusted EBITDA margin for the combined period from January 1, 2024 through September 30, 2024 ^(8)^ | 17.5 | % |
10
Acuren Corporation
Reconciliation of Adjusted EBITDA to Net Income (Loss)
(amounts in thousands)
(Unaudited)
| Predecessor period July 1 to September 30, 2023 | 2023 | ||
|---|---|---|---|
| Net income (loss) | $ | 1,018 | |
| Benefit for income taxes | (325 | ) | |
| Interest expense, net | 15,423 | ||
| Depreciation and amortization expense | 23,208 | ||
| EBITDA | 39,324 | ||
| Pre-ASP Acuren seller-related expenses and stock compensation^(1)^ | 3,269 | ||
| One time non-cash equity charges^(2)^ | - | ||
| Acquisition related transaction and integration expenses^(3)^ | 1,571 | ||
| ASP Acuren transaction related expenses^(4)^ | - | ||
| Non cash stock compensation expense^(5)^ | - | ||
| Other non-recurring charges^(6)^ | 546 | ||
| Adjusted EBITDA^(7)^ | $ | 44,710 | |
| Adjusted EBITDA margin ^(8)^ | 16.8 | % | |
| Predecessor period January 1 to September 30, 2023 | 2023 | ||
| --- | --- | --- | --- |
| Net income (loss) | $ | 8,193 | |
| Benefit for income taxes | (2,618 | ) | |
| Interest expense, net | 39,066 | ||
| Depreciation and amortization expense | 71,154 | ||
| EBITDA | 115,795 | ||
| Pre-ASP Acuren seller-related expenses and stock compensation^(1)^ | 6,716 | ||
| One time non-cash equity charges^(2)^ | - | ||
| Acquisition related transaction and integration expenses^(3)^ | 2,990 | ||
| ASP Acuren transaction related expenses^(4)^ | - | ||
| Non cash stock compensation expense^(5)^ | - | ||
| Other non-recurring charges^(6)^ | 1,195 | ||
| Adjusted EBITDA^(7)^ | $ | 126,696 | |
| Adjusted EBITDA margin ^(8)^ | 16.2 | % | |
| 1. | Adjustment to add back expenses related primarily to the previous<br>owner’s compensation, stock incentive plans and debt extinguishment costs. | ||
| --- | --- | ||
| 2. | Adjustment to add back the one time non cash stock compensation<br>expenses for Founder Preferred Shares and independent director stock options for which the performance target was achieved when the acquisition<br>of ASP Acuren occurred. | ||
| --- | --- | ||
| 3. | Adjustment to add back transaction and acquisition integration<br>related costs and similar items for acquisitions (both completed and not completed) not including the acquisition of ASP Acuren. | ||
| --- | --- | ||
| 4. | Adjustment to add back the transaction related expenses for<br>the ASP Acuren acquisition. | ||
| --- | --- | ||
| 5. | Adjustment to add back stock compensation expense. | ||
| --- | --- | ||
| 6. | Adjustment to add back other non-recurring charges including<br>restructuring charges, IT development charges and certain gains, losses and balance adjustments. | ||
| --- | --- | ||
| 7. | The<br>combined financial information for the nine months ended September 30, 2024 includes the results of operations of ASP Acuren (Predecessor)<br>for the period from January 1, 2024 to July 29, 2024 and Acuren Corporation (Successor) for the period from July 30, 2024 to September<br>30, 2024. | ||
| --- | --- | ||
| 8. | The Adjusted EBITDA margin is calculated as Adjusted EBITDA<br>divided by combined revenues for the 2024 period and divided by revenues for the 2023 period. | ||
| --- | --- |
11