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 -

Acuren Corporation (NYSE: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 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.

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Investor Relations

Dan Scott / Rodny Nacier

ICR Inc.

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