tic-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission file number 001-42524

Acuren Corporation

(Exact name of registrant as specified in its charter)


Delaware			66-1076867
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

14434 Medical Complex Drive, Suite 100 Tomball, Texas			77377
(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

Name of each exchange on which registered

Common stock, par value $0.0001 per share

TIC

New York Stock Exchange

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 ☑ No ☐

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 ☑ No ☐

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

☐

Accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☐

Emerging growth company

☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The number of shares of the registrant’s common stock outstanding as of August 12, 2025, was 200,589,758.

Table of Contents

TABLE OF CONTENTS


		Page
Part I – Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	3
	Condensed Consolidated Statements of Cash Flows (unaudited)	4
	Notes to the Condensed Consolidated Financial Statements (unaudited)	5
Item 2 .	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29

Part II – Other Information
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
Signatures		39

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Acuren Corporation

Condensed Consolidated Balance Sheets

(amounts in thousands, except par and share data)

(Unaudited)


	Successor
	June 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	130,056	$	139,134
Accounts receivable, net	257,646		236,520
Prepaid expenses and other current assets	11,441		18,582
Total current assets	399,143		394,236
Property and equipment, net	185,675		189,233
Operating lease right-of-use assets, net	30,724		30,001
Goodwill	876,790		845,939
Intangible assets, net	742,092		740,657
Deferred tax assets	806		765
Other assets	7,128		6,908
Total assets	$	2,242,358	$	2,207,739
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	18,429	$	13,877
Accrued expenses and other current liabilities	73,704		67,676
Current portion of long-term debt	7,731		7,750
Current portion of lease obligations	19,326		17,028
Total current liabilities	119,190		106,331
Long-term debt, net of current portion	743,532		747,048
Non-current lease obligations	42,630		40,753
Deferred tax liabilities	144,830		150,672
Other noncurrent liabilities	13,113		11,763
Total liabilities	1,063,295		1,056,567
Commitments and contingencies (Note 15)
Stockholders' Equity
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares issued and outstanding	—		—
Common stock, $0.0001 par value, 121,476,215 shares issued and outstanding as of June 30, 2025 and December 31, 2024	12		12
Additional paid-in capital	1,296,618		1,293,638
Accumulated deficit	(133,015)		(106,989)
Accumulated other comprehensive income (loss)	15,448		(35,489)
Total stockholders' equity	1,179,063		1,151,172
Total liabilities and stockholders' equity	$	2,242,358	$	2,207,739

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Acuren Corporation

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(amounts in thousands, except share and per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	Successor 2025		Predecessor 2024		Successor 2025		Predecessor 2024
Service revenue	$	313,925	$	309,292	$	548,140	$	532,354
Cost of revenue	239,824		228,673		430,370		395,887
Gross profit	74,101		80,619		117,770		136,467
Selling, general and administrative expenses	55,236		60,870		107,694		102,724
Transaction costs	515		—		1,166		—
Income from operations	18,350		19,749		8,910		33,743
Interest expense, net	15,451		17,569		31,458		33,551
Other income, net	(777)		(279)		(1,896)		(286)
Income (loss) before income tax provision	3,676		2,459		(20,652)		478
Income tax provision	3,909		7,909		5,374		7,199
Net loss	(233)		(5,450)		(26,026)		(6,721)
Other comprehensive income (loss):
Foreign currency translation adjustment	48,376		(3,260)		50,937		(12,838)
Total other comprehensive income (loss)	48,376		(3,260)		50,937		(12,838)
Total comprehensive income (loss)	$	48,143	$	(8,710)	$	24,911	$	(19,559)

Basic and diluted loss per share:
Common stock	$	(0.00)	$	—	$	(0.21)	$	—
Series A Preferred Stock	$	(0.00)	$	—	$	(0.21)	$	—
Common shares	$	—	$	(1.08)	$	—	$	(1.34)
Weighted-average shares outstanding:
Common stock, basic	121,476,215		—		121,476,215		—
Common stock, diluted	122,476,215		—		122,476,215		—
Series A Preferred Stock, basic and diluted	1,000,000		—		1,000,000		—
Common shares, basic and diluted	—		5,024,802		—		5,024,802

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

Acuren Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(amounts in thousands, except share data)

(Unaudited)


	Successor
	Common Stock			Series A Preferred Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Shares	Amount		Shares	Amount
Balances at December 31, 2024	121,476,215	$	12	1,000,000	$	—	$	1,293,638	$	(106,989)	$	(35,489)	$	1,151,172
Net loss	—	—		—	—		—		(25,793)		—		(25,793)
Share-based compensation expense	—	—		—	—		1,107		—		—		1,107
Other comprehensive income	—	—		—	—		—		—		2,561		2,561
Balances at March 31, 2025	121,476,215	$	12	1,000,000	$	—	$	1,294,745	$	(132,782)	$	(32,928)	$	1,129,047
Net loss	-	—		-	—		—		(233)		—		(233)
Share-based compensation expense	-	—		-	—		1,873		—		—		1,873
Other comprehensive income	-	—		-	—		—		—		48,376		48,376
Balances at June 30, 2025	121,476,215	$	12	1,000,000	$	—	$	1,296,618	$	(133,015)	$	15,448	$	1,179,063


	Predecessor
	Common Shares			Treasury Stock		Additional Paid-In Capital		Accumulated Earnings		Accumulated Other Comprehensive Loss		Total
	Shares	Amount
Balances at December 31, 2023	5,024,802	$	50	$	(1,029)	$	366,327	$	17,447	$	(796)	$	381,999
Net loss	—	—		—		—		(1,271)		—		(1,271)
Share-based compensation expense	—	—		—		897		—		—		897
Other comprehensive loss	—	—		—		—		—		(9,578)		(9,578)
Balances at March 31, 2024	5,024,802	$	50	$	(1,029)	$	367,224	$	16,176	$	(10,374)	$	372,047
Net loss	—	—		—		—		(5,450)		—		(5,450)
Share-based compensation expense	—	—		—		16,799		—		—		16,799
Other comprehensive loss	—	—		—		—		—		(3,260)		(3,260)
Balances at June 30, 2024	5,024,802	$	50	$	(1,029)	$	384,023	$	10,726	$	(13,634)	$	380,136

SEC Form 10-Q filed by Acuren Corporation