TIC

TIC Solutions, Inc. (TIC) - 2025 Annual Report (10-K) Summary

Business Context and Reporting Period

This Form 10-K covers the fiscal year ended December 31, 2025. TIC Solutions, Inc. (formerly Acuren Corporation) is a leading provider of tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering, and geospatial services. The company operates primarily in North America, serving private and public-sector clients in industrial, infrastructure, and commercial real estate markets.

Key Corporate Events:

• Acquisition of NV5 Global, Inc.: Completed on August 4, 2025, for approximately $1.7 billion (cash and stock). This transaction expanded the company into Consulting Engineering and Geospatial segments.
• Name Change: Changed from Acuren Corporation to TIC Solutions, Inc. on October 10, 2025.
• Segment Restructuring: Effective August 4, 2025, the company reorganized into three reportable segments: Inspection and Mitigation, Consulting Engineering, and Geospatial.

Key Financial Metrics (Year Ended Dec 31, 2025)

Material Changes vs. Prior Period

Comparability is significantly impacted by the NV5 Acquisition and the change in accounting basis from the Acuren Acquisition (July 2024). The company compares the 2025 Successor period to the combined Predecessor (Jan 1 - July 29, 2024) and Successor (July 30 - Dec 31, 2024) periods of 2024.

• Revenue Growth: Revenue increased by $432.9 million (39.4%) to $1.53 billion. Approximately $431.4 million of this increase was attributable to the NV5 Acquisition. Organic revenue growth was minimal ($1.5 million increase).
• Profitability: Gross profit increased by $183.7 million (69.1%) to $449.4 million, driven by NV5. However, excluding NV5, gross profit decreased by $25.1 million due to lower outage/project activity and higher labor costs.
• Operating Expenses: SG&A expenses increased by $169.2 million, primarily due to NV5 integration and increased depreciation/amortization ($64.4 million increase). Transaction costs decreased to $25.6 million from $36.0 million in the prior Successor period.
• Debt: Total indebtedness increased significantly to $1.6 billion following the $875 million term loan secured for the NV5 Acquisition.

Guidance, Outlook, Risks, and Unusual Items

Outlook and Strategy: Management expects to grow organically and through acquisitions, focusing on increasing wallet share with existing clients and expanding into private-sector markets. The company anticipates continued demand driven by aging infrastructure and regulatory compliance.

Material Weaknesses in Internal Controls: The company identified material weaknesses in internal control over financial reporting as of December 31, 2025. These include:

• Lack of sufficient resources with appropriate accounting knowledge and experience.
• Ineffective controls over the period-end financial reporting process, account reconciliations, and journal entries.
• Ineffective IT general controls (user access, program change management, etc.).
• Impact: These weaknesses resulted in a restatement of the predecessor period (Jan 1 - July 29, 2024) regarding income tax provisions and deferred tax liabilities.

Risks:

• Integration Risk: Failure to successfully integrate NV5 or realize anticipated synergies.
• Debt Covenants: High leverage limits financial flexibility; the company must maintain specific debt coverage ratios.
• Regulatory & Safety: Operations in hazardous environments and strict government regulations (OSHA, ITAR, EAR) pose operational and legal risks.
• Government Contracting: Disruptions in government funding or budget delays could impact revenue.

Unusual Items:

• Transaction Costs: $25.6 million incurred, primarily related to the NV5 Acquisition.
• Share-Based Compensation: Significant non-cash expenses related to the Acuren and NV5 acquisitions, including replacement of NV5 awards.

Investor Verification Checklist

• Internal Control Remediation: Verify the progress of the remediation plan for the identified material weaknesses in internal controls and IT general controls.
• NV5 Integration: Monitor the realization of synergies and the performance of the new Consulting Engineering and Geospatial segments post-acquisition.
• Debt Service Capacity: Assess the company's ability to service $1.6 billion in debt and comply with leverage covenants given the current operating loss.
• Organic Growth Trends: Scrutinize the underlying organic performance of the legacy Inspection and Mitigation segment, which showed a decline in gross profit excluding the acquisition.
• Goodwill Impairment: Monitor the $1.65 billion goodwill balance for potential impairment triggers, especially given the volatility in the stock price and economic conditions.