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FALSE000203296600020329662025-03-272025-03-27

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
March 27, 2025
Date of Report (date of earliest event reported)
Acuren Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-42524 66-1076867
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (I.R.S. Employer
 Identification Number)
14434 Medical Complex Drive, Suite 100
Tomball, Texas 77377
(Address of principal executive offices and zip code)
(800) 218-7450
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (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 registered pursuant to Section 12(b) of the Act:
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
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. ☒ On March 27, 2025, Acuren Corporation (the “Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2024.



Item 2.02 Results of Operations and Financial Condition.
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
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: March 27, 2025 By: /s/ Kristin Schultes
Name: Kristin Schultes
Title: Chief Financial Officer
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EX-99.1 2 acurencorporation-exx991.htm EX-99.1 Document

Exhibit 99.1
Acuren Corporation
For Immediate Release
Acuren Corporation Announces Results for the Fourth Quarter and Full Year 2024
- Record full year revenue of $1.1 billion driven by deeper service line penetration with recurring customers, targeted new sales in key markets, and certain pricing initiatives -
- Acuren has redomiciled in the U.S. and listed on NYSE American -
- Establishes 2025 revenue outlook -
TOMBALL, Texas – (BUSINESS WIRE) – Acuren Corporation (NYSE American: TIC) (“Acuren” or the “Company”), a leading provider of critical asset integrity services, today reported its financial results for the three months and full year ended December 31, 2024.
The presentation of our operating results reflects the Company’s acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren” or the “ASP Acuren Acquisition”). The period from July 30, 2024, through December 31, 2024, is referred to as the “Successor” period and the period from January 1, 2024 through July 29, 2024, as well as the twelve months ended December 31, 2023, is referred to as the “Predecessor” period.
Tal Pizzey, CEO of Acuren stated: “We finished 2024 having made significant progress on our financial goals, including exiting certain relationships with lower margin customers and positioning ourselves with strong momentum as a listed company. Our focus on expanding high-margin service offerings, combined with disciplined customer selection and operational excellence, we believe has strengthened our position as a leader in asset integrity services across North America. The aging infrastructure throughout our key markets continues to drive demand for our specialized services, and we believe that our team is exceptionally well-positioned to capitalize on these long-term and recurring opportunities.”
Mr. Pizzey continued, “Our success is built on one foundational principle: ‘A Higher Level of Reliability.’ This isn’t just our tagline—it’s the core of our business model. Our essential inspection services protect customers’ critical assets while representing just a fraction of their budgets. For our approximate 6,000 team members, reliability means steady careers in a safety-focused environment. Unlike many corporate values, reliability never becomes excessive, it simply builds trust and is designed to deliver consistent results. This is what makes Acuren a resilient investment with substantial growth potential. As we move forward as a public company, we remain committed to delivering sustainable growth, expanding margins and cash flow conversion while advancing our capabilities to meet the critical needs of our customers.”
Full Year 2024 Highlights
•2024 Predecessor Revenue of $633.9 million and 2024 Successor Revenue of $463.5 million compared to 2023 Predecessor Revenue of $1.05 billion.
•Combined Revenue of $1.097 billion, up 4.5% from Predecessor Revenue for the prior Predecessor period, with approximately half of the growth driven by acquisitions completed by the Predecessor during 2024 while exiting certain lower margin customer relationships.
•2024 Predecessor Net Loss of $15.7 million and 2024 Successor Net Loss of $105.5 million compared to 2023 Predecessor Net Income of $4.9 million. The net loss for the Predecessor and Successor periods in 2024 were driven primarily by non-recurring transaction-related expenses recognized in 2024.
•Combined Adjusted EBITDA of $186.7 million, up 11.5% from Predecessor Adjusted EBITDA for the prior Predecessor period. Combined Adjusted EBITDA margin of 17.0%, compared to 15.9% from the prior Predecessor period, due primarily to strong operating leverage resulting from higher revenues in our Canadian operations as well as favorable service mix.
Fourth Quarter 2024 Highlights
•Successor Revenue of $262.0 million compared to $270.1 million of Predecessor Revenue in the prior Predecessor quarter driven primarily by the timing of outage work as compared to the same Predecessor period 2023, adverse movement in foreign exchange rates, and exiting certain lower margin customer relationships, partially offset by contributions from acquisitions.



•Successor Net Loss of $15.6 million compared to Predecessor Net Loss of $14.5 million in the prior Predecessor quarter. The Successor Net Loss for the 2024 quarter was driven primarily by non-recurring transaction-related expenses.
•Successor Adjusted EBITDA of $40.7 million, up 0.2% from the prior Predecessor quarter. Successor Adjusted EBITDA margin of 15.5%, compared to 15.1% in the prior Predecessor quarter, primarily attributable to lower SG&A expenses.
Robert A.E. Franklin, Co-Chairman of Acuren commented: “Acuren’s performance throughout 2024 reflects the company’s strong market position and operational discipline. We’re confident in our strategic direction and the substantial opportunities ahead in the testing, inspection, certification and compliance space. We believe our strong balance sheet provides significant flexibility to pursue value-enhancing initiatives while maintaining financial discipline. The fundamentals of our business remain compelling – we provide essential, often mandated services that extend the life of critical infrastructure assets, with a focus on recurring maintenance work that provides stability regardless of broader economic conditions.”
Capital Resources and Liquidity
As of December 31, 2024, the Company had cash and cash equivalents of $139.1 million and total debt of $754.8 million, net of debt issuance costs. Including undrawn capacity on the Company’s revolving credit facility, total available liquidity was $214.1 million. As of December 31, 2024, the Company’s weighted average basic and diluted shares of common stock outstanding were 121,454,845.
In January 2025, the Company successfully repriced its term loan, generating an estimated cash interest expense savings of $5.8 million annually. In February 2025, the Company’s common stock began trading on the NYSE American.
Guidance
Acuren expects 2025 full year revenue growth to be in the low-to-mid-single digit percent range as compared to full year 2024 while we continue to exit certain lower margin customer relationships.
Webcast and Conference Call
Acuren will hold a webcast/dial-in conference call to discuss its financial results at 8:30 a.m. ET (7:30 a.m. CT) on Thursday, March 27, 2025. Participants on the call will include Talman Pizzey, Chief Executive Officer; Kristin Schultes, Chief Financial Officer and Robert A.E. Franklin, Co-Chairman.
To listen to the call by telephone, please dial 877-407-0789 or 201-689-8562. You may also attend and view the presentation via webcast by accessing the following URL:
https://viavid.webcasts.com/starthere.jsp?ei=1712055&tp_key=ca6885c47a
A replay of the call will be available shortly after completion of the live call/webcast via the webcast link above.
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 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, Certification, and Compliance (TICC), including Nondestructive Testing (NDT) in the field and the laboratory and in-lab destructive testing capabilities. More information can be found at https://www.acuren.com/.
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, among other things, the Company’s (i) ability to deliver sustainable growth and expand its capabilities, (ii) strategy and opportunities in the TICC industry, (iii) strong balance sheet and substantial growth potential and (iv) 2025 full year guidance for revenue growth. 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.
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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 Adjusted EBITDA, Combined Adjusted EBITDA Margin, and Organic Change in Service Revenue 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 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 twelve months ended December 31, 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 consolidated financial statements in accordance with GAAP, certain tables and discussion included within this release also present the combined results for the twelve months ended December 31, 2024.
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 Combined 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. Organic change in service revenues is calculated as the difference between the reported service revenues for the current period and reported service revenues for the current period converted at fixed foreign currency exchange rates (excluding material acquisitions) divided by prior year fixed currency service revenues.
The Company uses these non-GAAP financial measures and 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-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-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 GAAP. Additionally, these non-GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-GAAP financial measures is included later in this press release.
Investor Relations Contacts
Dan Scott / Rodny Nacier
ICR Inc.
IR@acuren.com
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Acuren Corporation
Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
(Unaudited)
Successor
December 31,
2024
Predecessor
December 31,
2023
Assets
Current assets
Cash and cash equivalents $ 139,134  $ 87,061 
Accounts receivable, net 236,520  233,244 
Prepaid expenses and other current assets 18,582  13,608 
Total current assets 394,236  333,913 
Property, plant and equipment, net 189,233  112,264 
Operating lease right-of-use assets, net 30,001  22,441 
Goodwill 845,939  511,501 
Intangible assets, net 740,657  264,335 
Deferred income tax asset 765  2,368 
Other assets 6,908  15,793 
Total assets 2,207,739  1,262,615 
Liabilities and Equity
Current liabilities
Accounts payable $ 13,877  $ 23,206 
Accrued expenses and other current liabilities 67,676  65,775 
Current portion of debt 7,750  7,280 
Current portion of lease obligations 17,028  16,623 
Total current liabilities 106,331  112,884 
Debt, net of current portion 747,048  668,031 
Non-current lease obligations 40,753  38,061 
Deferred income tax liability 150,672  35,294 
Other liabilities 11,763  26,346 
Total liabilities 1,056,567  880,616 
Commitments and contingencies
Equity
Series A Preferred Stock (Successor), $0.0001 par value, 1,000,000 shares issued and outstanding
Common Stock, $0.0001 par value, 121,476,215 shares issued and outstanding at December 31, 2024 (Successor); $0.01 par value, 5,700,000 shares issued and 5,024,802 shares outstanding at December 31, 2023 (Predecessor)
12  50 
Treasury stock (Predecessor), 7,769 common shares at cost (1,029)
Additional paid-in capital 1,293,638  366,327 
Accumulated earnings (deficit) (106,989) 17,447 
Accumulated other comprehensive loss
(35,489) (796)
Total equity 1,151,172  381,999 
Total liabilities and equity $ 2,207,739  $ 1,262,615 
4


Acuren Corporation
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
December 31
January 1 to
July 29 (As Restated)
January 1 to
December 31
Service revenue $ 463,527  $ 633,866  $ 1,050,057 
Cost of revenue 359,848  471,881  810,534 
Gross profit 103,679  161,985  239,523 
Selling, general and administrative expenses 150,306  121,369  185,022 
Transaction costs 35,998  5,204 
Income (loss) from operations (82,625) 35,412  54,501 
Interest expense, net 31,061  39,379  60,022 
Loss on extinguishment of debt 9,073 
Other expense (income), net (2,978) (580) (1,241)
Income (loss) before provision for income taxes (110,708) (12,460) (4,280)
Benefit for income taxes (5,256) 3,243  2,009 
Net income (loss) (105,452) (15,703) (6,289)
Other comprehensive income (loss):
Foreign currency translation adjustments (35,489) (18,004) 11,184 
Total other comprehensive income (loss) (35,489) (18,004) 11,184 
Total comprehensive income (loss) $ (140,941) $ (33,707) $ 4,895 
Basic loss per Common Share and Series A Preferred Share ($0.86) —  — 
Diluted loss per Common Share and Series A Preferred Share ($0.86) —  — 
Basic loss per Common Share —  ($3.13) ($1.25)
Diluted loss per Common Share —  ($3.13) ($1.25)
Weighted average Common Shares outstanding, basic and diluted 121,454,845  —  — 
Weighted average shares of Series A Preferred Stock outstanding, basic and diluted 1,000,000  —  — 
Weighted average Common Shares outstanding, basic - 5,024,802 5,024,802
Weighted average Common Shares outstanding, diluted - 5,024,802 5,024,802
Acuren Corporation
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(amounts in thousands, except share and per share data)
(Unaudited)
October 1 to December 31
Successor Predecessor
2024 2023
Service revenue $ 262,042  $ 270,134 
Cost of revenue 207,567  211,202 
Gross profit 54,475  58,932 
Selling, general and administrative expenses 46,471  49,130 
Transaction costs 11,444  — 
Income (loss) from operations (3,440) 9,802 
Interest expense, net 17,725  20,956 
Loss on extinguishment of debt — 
Other income, net (2,378) (1,299)
Income (loss) before provision for income taxes (18,787) (9,855)
Benefit for income taxes (3,159) 4,627 
Net income (loss) (15,628) (14,482)
Other comprehensive income (loss):
Foreign currency translation adjustments (46,387) 8,656 
Total other comprehensive income (loss) (46,387) 8,656 
Total comprehensive income (loss) $ (62,015) $ (5,826)
Basic loss per Common Share and Series A Preferred Share ($0.13) — 
Diluted loss per Common Share and Series A Preferred Share ($0.13) — 
Basic loss per Common Share —  ($2.88)
Diluted loss per Common Share —  ($2.88)
Weighted average Common Shares outstanding, basic and diluted 121,476,215  — 
Weighted average shares of Series A Preferred Stock outstanding, basic and diluted 1,000,000  — 
Weighted average Common Shares outstanding, basic - 5,024,802
Weighted average Common Shares outstanding, diluted - 5,024,802
5


Acuren Corporation
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)
2024 2023
Successor Predecessor Predecessor
July 30 to
December 31
January 1 to July 29 (As Restated) January 1 to
December 31
Cash flows from operating activities:
Net income (loss) $ (105,452) $ (15,703) $ (6,289)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for credit losses 2,703  408  1,353 
Depreciation and amortization 47,313  45,777  94,818 
Noncash lease expense 3,667  5,453  9,992 
Share-based compensation expense 64,626  17,858  4,975 
Amortization of deferred financing costs 1,366  2,406  3,586 
Loss on extinguishment of debt 9,073 
Fair value adjustments on interest rate derivatives 3,102  7,244 
Deferred income taxes (13,983) (8,376) (23,442)
Other (503) (588) (78)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable 27,782  (32,797) 881 
Prepaid expenses and other current assets (9,380) (2,829) (3,243)
Accounts payable (4,479) (9,691) 2,917 
Accrued expenses and other current liabilities (7,875) 17,848  5,958 
Operating lease obligations (3,429) (5,751) (9,284)
Other assets and liabilities 273  (5,751) 6,421 
Net cash provided by operating activities 2,629  20,439  95,809 
Cash flows from investing activities:
Purchases of property, plant and equipment (13,241) (14,334) (22,141)
Proceeds from sale of property, plant and equipment 776  1,029  1,617 
Acquisition of ASP Acuren, net of cash acquired (1,822,186)
Acquisition of businesses, net of cash acquired (44,680) (6,010)
Net cash used in investing activities (1,834,651) (57,985) (26,534)
Cash flows from financing activities:
Borrowings under long-term debt 775,000  30,000  195,000 
Repayments of long-term debt (1,938) (16,346) (81,384)
Payments of debt issuance costs (21,355) (2,844)
Principal payments on finance lease obligations (3,991) (5,836) (9,948)
Dividends paid to stockholder (150,000)
Proceeds from issuance of common shares and exercise of warrants, net of issuance costs
666,630 
Net cash provided by (used in) financing activities 1,414,346  7,818  (49,176)
Net effect of exchange rate fluctuations on cash and cash equivalents (123) (7,877) 4,377 
Net change in cash and cash equivalents (417,799) (37,605) 24,476 
Cash and cash equivalents
Beginning of period 556,933  87,061  62,585 
End of period $ 139,134  $ 49,456  $ 87,061 
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Acuren Corporation
Reconciliation of Combined Revenue
(amounts in thousands)
(Unaudited)
Combined period
 January 1, 2024
 through
 December 31,
 2024
Combined period
 January 1, 2023
 through
 December 31,
 2023
Three months ended December 31, 2024 Three months ended December 31, 2023
Revenue from predecessor period $ 633,866  $ 1,050,057  $ —  $ 270,134 
Revenue from successor period 463,527  262,042 
Total combined revenue(1)
$ 1,097,393  $ 1,050,057  $ 262,042  $ 270,134 
1.The combined financial information for the year ended December 31, 2024 includes the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 to July 29, 2024 and Acuren Corporation (Successor) for the period from July 30, 2024 to December 31, 2024.
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Acuren Corporation
Reconciliation of Adjusted Gross Profit and Gross Margin Percentage
(amounts in thousands)
(Unaudited)
Successor period - Three months ended December 31, 2024 2024
Gross profit $ 54,475 
Depreciation expense included in cost of revenue 13,801 
Adjusted gross profit $ 68,276 
Adjusted gross margin percentage 26.1  %
Successor period July 30 to December 31, 2024 2024
Gross profit $ 103,679 
Depreciation expense included in cost of revenue 25,282 
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 December 31, 2024 $ 313,069 
Adjusted gross margin percentage for the combined period January 1, 2024 through December 31, 2024 (1)
28.5  %
Acuren Corporation
Reconciliation of Adjusted Gross Profit and Gross Margin Percentage
(amounts in thousands)
(Unaudited)
Predecessor period - Three months ended December 31, 2023 2023
Gross profit $ 58,932 
Depreciation expense included in cost of revenue 13,515 
Adjusted gross profit 72,447 
Adjusted gross margin percentage (1)
26.8  %
Predecessor period - Twelve months ended December 31, 2023 2023
Gross profit $ 239,523 
Depreciation expense included in cost of revenue 54,504 
Adjusted gross profit 294,027 
Adjusted gross margin percentage (1)
28.0  %
1.The Adjusted Gross margin percentage is calculated as Adjusted Gross profit 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 - Three months ended December 31, 2024 2024
Net income (loss) $ (15,628)
Benefit for income taxes (3,159)
Interest expense, net 17,725 
Depreciation and amortization expense 26,882 
Adjustments - Three months ended December 31, 2024
Pre-ASP Acuren seller-related expenses and stock compensation(1)
— 
One time non-cash equity charges(2)
— 
Acquisition related transaction and integration expenses(3)
594 
ASP Acuren transaction related expenses(4)
11,444 
Non cash stock compensation expense(5)
1,817 
Other non-recurring charges(6)
1,070 
Adjusted EBITDA for the three months ended December 31, 2024 $ 40,745 
Adjusted EBITDA margin for the three months ended December 31, 2024(8)
15.5  %
Successor period July 30 to December 31, 2024 2024
Net income (loss) $ (105,452)
Benefit for income taxes (5,256)
Interest expense, net 31,061 
Depreciation and amortization expense 47,313 
Predecessor period January 1 to July 29, 2024
Net income (loss) (15,703)
Provision for income taxes 3,243 
Interest expense, net 39,379 
Depreciation and amortization expense 45,777 
Adjustments - January 1 to December 31, 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)
2,878 
ASP Acuren transaction related expenses(4)
41,202 
Non cash stock compensation expense(5)
2,152 
Other non-recurring charges(6)
790 
Adjusted EBITDA for the combined period January 1, 2024 through December 31, 2024(7)
$ 186,682 
Adjusted EBITDA margin for the combined period from January 1, 2024 through December 31, 2024(8)
17.0  %
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Acuren Corporation
Reconciliation of Adjusted EBITDA to Net Income (Loss)
(amounts in thousands)
(Unaudited)
Predecessor period October 1 to December 31, 2023 2023
Net income (loss) $ (14,482)
Provision for income taxes 4,627 
Interest expense, net 20,956 
Depreciation and amortization expense 23,664 
Adjustments - Three months ended December 31, 2023
Pre-ASP Acuren seller-related expenses and stock compensation(1)
1,776 
One time non-cash equity charges(2)
Acquisition related transaction and integration expenses(3)
2,726 
ASP Acuren transaction related expenses(4)
Non cash stock compensation expense(5)
Other non-recurring charges(6)
1,417 
Adjusted EBITDA(7)
$ 40,684 
Adjusted EBITDA margin (8)
15.1  %
Predecessor period January 1 to December 31, 2023 2023
Net income (loss) $ (6,289)
Provision for income taxes 2,009 
Interest expense, net 60,022 
Depreciation and amortization expense 94,818 
Adjustments - Twelve months ended December 31, 2023
Pre-ASP Acuren seller-related expenses and stock compensation(1)
8,492 
One time non-cash equity charges(2)
Acquisition related transaction and integration expenses(3)
5,715 
ASP Acuren transaction related expenses(4)
Non cash stock compensation expense(5)
Other non-recurring charges(6)
2,612 
Adjusted EBITDA(7)
$ 167,379 
Adjusted EBITDA margin (8)
15.9  %
1.Adjustment to add back expenses related primarily to the previous owner’s compensation, stock incentive plans and debt extinguishment costs.
2.Adjustment to add back the one time non cash stock compensation expenses for Founder Preferred Shares and independent director stock options for which the performance target was achieved when the acquisition of ASP Acuren occurred.
3.Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the acquisition of ASP Acuren.
4.Adjustment to add back the transaction related expenses for the ASP Acuren acquisition.
5.Adjustment to add back stock compensation expense.
6.Adjustment to add back other non-recurring charges including restructuring charges, IT development charges and certain gains, losses and balance adjustments.
7.The combined financial information for the year ended December 31, 2024 includes the results of operations of ASP Acuren (Predecessor) for the period from January 1, 2024 to July 29, 2024 and Acuren Corporation (Successor) for the period from July 30, 2024 to December 31, 2024.
8.The Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by combined revenues for the 2024 period and divided by revenues for the 2023 period.
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Acuren Corporation
Organic Change in Service Revenues
(amounts in thousands)
(Unaudited)
Three months ended December 31, 2024
Service revenue change (as reported)
Foreign currency translation(1)
Service revenue change (fixed currency)(2)
Acquisitions(3)
Organic change in service revenue(4)
Consolidated (3.0) % (1.0) % (2.0) % 2.0  % (4.0) %

Combined period from January 1, 2024 through December 31, 2024
Service revenue change (as reported)
Foreign currency translation(1)
Service revenue change (fixed currency)(2)
Acquisitions(3)
Organic change in service revenue(4)
Consolidated 4.5  % (0.5) % 5.0  % 2.0  % 3.0  %

1.Represents the effect of foreign currency on reported net revenues, calculated as the difference between reported net revenues and net revenues at fixed currencies for both periods. Fixed currency amounts are based on translation into U.S. Dollars at fixed foreign currency exchange rates established by management at the beginning of 2024.
2.Amount represents the year-over-year change when comparing both years after eliminating the impact of fluctuations in foreign exchange rates by translating foreign currency denominated results at fixed foreign currency rates for both periods.
3. Adjustment to exclude service revenue from material acquisitions from their respective dates of acquisition until the first year anniversary from date of acquisition.
4.Organic change in net revenues provides a consistent basis for a year-over-year comparison in net revenues as it excludes the impacts of material acquisitions, divestitures, and the impact of changes due to foreign currency translation.

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