Acuren Corporation Announces Results for the Fourth Quarter and Full Year 2024

Published: 2025-03-27 07:04:04 ET TIC

- 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 -

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

Fourth Quarter 2024 Highlights

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 recurring 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.

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.

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)

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

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

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

Weighted average Common Shares outstanding, diluted

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

Acuren Corporation

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(Unaudited)

2024

2023

Successor

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

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

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.

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

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

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

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

Adjustment to add back expenses related primarily to the previous owner’s compensation, stock incentive plans and debt extinguishment costs.

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.

Adjustment to add back transaction and acquisition integration related costs and similar items for acquisitions not including the acquisition of ASP Acuren.

Adjustment to add back the transaction related expenses for the ASP Acuren acquisition.

Adjustment to add back stock compensation expense.

Adjustment to add back other non-recurring charges including restructuring charges, IT development charges and certain gains, losses and balance adjustments.

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.

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%

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.

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.

Adjustment to exclude service revenue from material acquisitions from their respective dates of acquisition until the first year anniversary from date of acquisition.

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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