TIC Solutions, Inc.

The comparability of our operating results for the three and nine months ended September 30, 2025 (Successor) and September 30, 2024 was impacted by the Acuren Acquisition. In the discussion of our results of operations for these periods, we may quantitatively disclose the impacts of the Acuren Acquisition to the extent they remain ascertainable.

The following table summarize our results of operations for the periods indicated:

Comparison of the three months ended September 30, 2025 (Successor) to the three months ended September 30, 2024

Revenues

Revenues were $473.9 million for the three months ended September 30, 2025 (Successor), an increase of $170.9 million, or 56%, compared to $101.5 million during the period ended July 1, 2024 to July 29, 2024 (Predecessor) and $201.5 million during the period ended July 30, 2024 to September 30, 2024 (Successor). The increase in revenues was primarily driven by incremental revenues of$180.7 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, revenues decreased by $9.8 million due to lower project and construction activity, which was partially offset by increased run-and-maintain and call-out work. The decrease primarily reflected the timing of customer outages, turnarounds and LNG construction projects, as well as continued headwinds in the chemicals end market from lower turnaround activity and structural oversupply.

Cost of revenues

Cost of revenues were $321.2 million for the three months ended September 30, 2025 (Successor), an increase of $92.9 million, or 41%, compared to $76.0 million during the period ended July 1, 2024 to July 29, 2024 (Predecessor) and $152.3 million during the period ended July 30, 2024 to September 30, 2024 (Successor). The increase was primarily driven by incremental cost of revenues of $94.9 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, cost of revenues decreased $2.0 million which was primarily driven by lower revenues.

The following table presents gross profit and gross profit margin, defined as gross profit as a percentage of revenue, for the three months ended September 30, 2025 (Successor) and September 30, 2024:

Gross profit was $152.7 million for the three months ended September 30, 2025 (Successor), an increase of $78.0 million, or 104%, compared to $25.5 million during the period ended July 1, 2024 to July 29, 2024 (Predecessor) and $49.2 million during the period ended July 30, 2024 to September 30, 2024 (Successor). Gross profit margin was 32.2% for the three months ended September 30, 2025 (Successor) compared to 25.1% during the period ended July 1, 2024 to July 29, 2024 (Predecessor) and 24.4% during the period ended July 30, 2024 to September 30, 2024 (Successor). The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $85.8 million of gross profit and 47.0% gross profit margin. NV5’s engineering and geospatial services have higher gross profit than the TIC Solutions legacy services. Excluding the NV5 Acquisition, gross profit decreased $7.8 million and gross profit margin decreased 177 basis points compared to the prior-year period. The decrease was primarily due to a lower proportion of higher-margin turnaround, outage and LNG project activity relative to the prior-year period.

The following table presents selling, general and administrative expenses (“SG&A expenses”) and SG&A expenses as a percentage of revenue for the three months ended September 30, 2025 (Successor) and September 30, 2024 (Predecessor):

SG&A expenses were $140.5 million for the three months ended September 30, 2025 (Successor), an increase of $18.0 million, or 15%, compared to $18.6 million during the period ended July 1, 2024 to July 29, 2024 (Predecessor) and $103.8 million during the period ended July 30, 2024 to September 30, 2024 (Successor). The increase in SG&A expense was primarily driven by incremental expenses of $76.4 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, SG&A expenses decreased $58.4 million. The decrease was primarily driven by a $56.1 million decrease in stock-based compensation expense.

Transaction costs

Transaction costs were $18.8 million for the three months ended September 30, 2025 (Successor), a decrease of $11.0 million, or 37%, compared to $5.2 million during the period ended July 1, 2024 to July 29, 2024 (Predecessor) and $24.6 million during the period ended July 30, 2024 to September 30, 2024 (Successor). The decrease was primarily driven by lower transaction expenses associated with acquisitions.

Depreciation and amortization expense

Total depreciation expense for property and equipment and amortization expense for intangibles were recognized as follows:

This increase in depreciation and amortization expense of$23.7 million, or 86%, was primarily driven by incremental amortization expense of $17.2 million and depreciation expense of $4.1 million resulting from the NV5 Acquisition.

Interest expense, net

Interest expense, net was $26.5 million for the three months ended September 30, 2025 (Successor), an increase of $7.4 million, or 38%, compared to $5.8 million during the period ended July 1, 2024 to July 29, 2024 (Predecessor) and $13.3 million during the period ended July 30, 2024 to September 30, 2024 (Successor). The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.

Income taxes

The Company recorded an income tax benefit of $16.6 million for the three months ended September 30, 2025 (Successor) and $4.0 million during the period from July 1, 2024 to July 29, 2024 (Predecessor) and $2.1 million during the period from July 30, 2024 to September 30, 2024 (Successor). The income tax benefit for the three months ended September 30, 2025 (Successor) was primarily driven by the reversal of the valuation allowance of $11.1 million recorded against our interest limitation carryforwards in the second quarter. The income tax benefit during the period from July 1, 2024 to July 29, 2024 (Predecessor) was driven by the net loss recognized in the Predecessor period. See “Note 13. Income Taxes” for further discussion.

Comparison of the nine months ended September 30, 2025 (Successor) to the nine months ended September 30, 2024

The following table summarizes our results of operations for the periods indicated:

Revenues

Revenues were $1.0 billion for the nine months ended September 30, 2025 (Successor), an increase of $186.7 million, or 22%, compared to $633.9 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and$201.5 million during the period from July 30, 2024 through September 30, 2024 (Successor). The increase in revenues was primarily driven by incremental revenues of$180.7 million resulting from the NV5 Acquisition. Excluding the impact of the NV5 Acquisition, revenues increased $6.0 million reflecting higher run-and-maintain volumes and customer penetration, partially offset by lower project activity due to the timing of customer outages and LNG construction projects, continued softness in the Gulf Coast region, primarily in chemicals end markets, and adverse weather conditions in the U.S. during the first quarter of 2025.

Cost of revenues

Cost of revenues were $751.5 million for the nine months ended September 30, 2025 (Successor), an increase of $127.4 million, or 20%, compared to $471.9 million during period from January 1, 2024 through July 29, 2024 (Predecessor) and$152.3 million during the period from July 30, 2024 through September 30, 2024 (Successor). The increase was primarily driven by incremental cost of revenues of$94.9 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, cost of revenues increased $32.5 million which was primarily driven by increases in depreciation expense of $16.2 million resulting from the step-up in property and equipment from the Acuren Acquisition and an increase in revenues.

The following table presents gross profit and gross profit margin for the nine months ended September 30, 2025 (Successor) and September 30, 2024:

Gross profit was $270.5 million for the nine months ended September 30, 2025 (Successor), a increase of $59.3 million, or 28.1%, compared to $162.0 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and$49.2 million during the period from July 30, 2024 through September 30, 2024 (Successor). The increase in gross profit and gross profit margin was primarily driven by the NV5 Acquisition. The NV5 Acquisition contributed $85.8 million of gross profit and 47.0% gross profit margin. NV5’s engineering and geospatial services have higher gross profit than the TIC Solutions legacy services. Excluding the NV5 Acquisition, gross profit decreased $26.5 million and gross profit margin decreased 331 basis points. The decreases were primarily driven by certain one-time, higher margin project work that did not recur in 2025, lower turnaround and project volumes compared to the third quarter of 2024, adverse weather events in the first quarter of 2025 and increases in depreciation expense of $16.2 million resulting from the step-up in property and equipment from the Acuren Acquisition.

The following table presents SG&A expenses and SG&A expenses as a percentage of revenue for the nine months ended September 30, 2025 (Successor) and September 30, 2024:

SG&A expenses were $248.2 million for the nine months ended September 30, 2025 (Successor), an increase of $23.0 million, or 10%, compared to $121.4 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and$103.8 million during the period from July 30, 2024 through September 30, 2024 (Successor). The increase in SG&A expense was primarily driven by incremental expenses of $76.4 million resulting from the NV5 Acquisition. Excluding the NV5 Acquisition, SG&A expenses decreased $53.4 million. The decrease was primarily driven by a $71.4 million decrease in stock-based compensation expense, partially offset by increases of $26.9 million in depreciation and amortization expense resulting from the NV5 Acquisition and the step-up in property and equipment and intangible assets from the Acuren Acquisition.

Transaction costs

Transaction costs were $19.9 million for the nine months ended September 30, 2025 (Successor), a decrease of $9.8 million, or 33%, compared to $5.2 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and$24.6 million during the period from July 30, 2024 through September 30, 2024 (Successor). The decrease was primarily driven by lower transaction expenses associated with acquisitions.

Depreciation and amortization expense

Total depreciation expense for property and equipment and amortization expense for intangibles were recognized as follows:

This increase in depreciation and amortization expense of$43.0 million, or 65%, was primarily driven byincremental depreciation and amortization expense resulting from the NV5 Acquisition and the step-up in property and equipment and intangible assets from the Acuren Acquisition.

Interest expense, net

Interest expense, net was $58.0 million for the nine months ended September 30, 2025 (Successor), an increase of $5.3 million, or 10%, compared to $39.4 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and$13.3 million during the period from July 30, 2024 through September 30, 2024 (Successor). The increase in interest expense was primarily driven by an increase in our indebtedness as a result of the NV5 Acquisition.

Income taxes

The Company recorded an income tax benefit of $11.2 million for the nine months ended September 30, 2025 (Successor), income tax expense of $3.2 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and an income tax benefit of $2.1 million during the period from July 30, 2024 through September 30, 2024 (Successor). The income tax benefit for the nine months ended September 30, 2025 (Successor) was primarily driven by the reversal of the valuation allowance of $11.1 million recorded against our interest limitation carryforwards in the second quarter. Income tax expense during the period from January 1, 2024 through July 29, 2024 (Predecessor) was driven by stock compensation expense recorded during the Predecessor period that was not deductible for tax purposes. See “Note 13. Income Taxes” for further discussion.

Operating Segment Results

The following tables set forth summarized financial information about our reportable segments for the Successor and Predecessor periods indicated.

Comparison of the three months ended September 30, 2025 (Successor) to the three months ended September 30, 2024

Revenue

Inspection and Mitigation

Inspection and Mitigation revenues were $293.2 million for the three months ended September 30, 2025 (Successor), a decrease of $10.8 million, or 4%, compared to $102.2 million during the period from July 1, 2024 to July 29, 2024 (Predecessor) and $201.8 million during the period from July 30, 2024 through September 30, 2024 (Successor). The decrease primarily reflected the timing of customer outages, turnarounds and LNG construction projects, as well as continued headwinds in the chemicals end market from lower turnaround activity and structural oversupply. Increased run-and-maintain and call-out volumes partially offset lower project and construction activity.

Segment gross profit was $66.9 million for the three months ended September 30, 2025 (Successor), a decrease of $7.8 million, or 10.4%, compared to $25.5 million during the period from July 1, 2024 to July 29, 2024 (Predecessor) and$49.2 million during the period from July 30, 2024 through September 30, 2024 (Successor). The decreases were primarily driven by certain one-time, higher margin project work that did not recur in 2025, lower turnaround and project activity compared to the third quarter of 2024, and increases in depreciation expense primarily resulting from the step-up in property and equipment from the Acuren Acquisition.

Consulting Engineering

Consulting Engineering revenue was $119.6 million for the three months ended September 30, 2025 (Successor) due to the NV5 Acquisition and was primarily attributable to growth in data center and infrastructure conformity assessment work as well as real estate due diligence projects. Segment gross profit was $57.8 million for the three months ended September 30, 2025 (Successor).

Geospatial

Geospatial revenue was $61.1 million for the three months ended September 30, 2025 (Successor) due to the NV5 Acquisition. During the period, the Geospatial segment experienced normal course growth in government work primarily related to projects with federal agencies. Segment gross profit was $28.0 million for the three months ended September 30, 2025 (Successor).

Comparison of the nine months ended September 30, 2025 (Successor) to the nine months ended September 30, 2024

Revenue

Inspection and Mitigation

Inspection and Mitigation revenue was $841.3 million for the nine months ended September 30, 2025 (Successor), an increase of $4.2 million, or 1%, compared to $635.3 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and$201.8 million during the period from July 30, 2024 through September 30, 2024 (Successor). Revenue was generally consistent with the prior-year period, reflecting higher run-and-maintain volumes and customer penetration, partially offset by lower project activity due to the timing of customer outages and LNG construction projects, continued softness in the Gulf Coast region, primarily in chemicals end markets, and adverse weather conditions in the U.S. during the first quarter of 2025.

Segment gross profit was $184.7 million for the nine months ended September 30, 2025 (Successor), a decrease of $26.5 million, or 13%, compared to $162.0 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and$49.2 million during the period from July 30, 2024 through September 30, 2024 (Successor). The decrease was primarily driven by certain one-time, higher margin project work that did not recur in 2025, lower turnaround and project volumes compared to the third quarter of 2024, adverse weather events in the first quarter of 2025, and increases in depreciation expense of $16.2 million resulting from the step-up in property and equipment from the Acuren Acquisition, partially offset by an increase in revenues.

Consulting Engineering

Consulting Engineering revenue was $119.6 million for the nine months ended September 30, 2025 (Successor) due to the NV5 Acquisition and was primarily attributable to growth in data center and infrastructure conformity assessment work as well as real estate due diligence projects. Segment gross profit was $57.8 million for the nine months ended September 30, 2025 (Successor).

Geospatial

Geospatial revenue was $61.1 million for the nine months ended September 30, 2025 (Successor). During the period, the Geospatial segment experienced normal course growth in government work primarily related to projects with federal agencies. Segment gross profit was $28.0 million for the nine months ended September 30, 2025 (Successor).

Liquidity and Capital Resources

Overview

Overall, we believe that available cash and cash equivalents, cash flows generated from future operations, access to capital markets, and availability under the Revolving Credit Facility are sufficient to fund our operations, service our indebtedness, and maintain compliance with our debt covenants over the next 12 months. Our uses of available cash, borrowing capacity, cash flows from operations and financing arrangements are used to invest in capital expe nditures to support our growth, repay debt maturities as they become due, and complete integration activities. Our principal liquidity requirements are for working capital and general corporate purposes, including capital expenditures and debt service, as well as to execute and integrate strategic acquisitions.

Financing

We havea $775.0 million senior secured 2024 Term Loan and an $875.0 million senior secured 2025 Term Loan under the Term Loan Facility, as well as a $125.0 million five-year senior secured revolving credit facility, of which up to $20.0 millioncan be used for the issuance of letters of credit. As of September 30, 2025 (Successor), wehad $1.6 billionof indebtedness outstanding under the Term Loans and no amounts outstanding under the Revolving Credit Facility. For discussion of the First Amendment to our Credit Agreement, and the Second Amendment, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements.

For discussion of the covenants contained in the Credit Agreement governing our Revolving Credit Facility, see “Note 11. Long-Term Debt” of the notes to our unaudited condensed consolidated financial statements. As of September 30, 2025 (Successor), we were in compliance with these covenants.

Predecessor Period

ASP Acuren entered into a credit agreement on December 20, 2019, as amended (the “2019 Credit Agreement”) that provided for a term loan and a revolving credit faci lity of $715.0 million and $75.0 million, respectively. In connection with the Acuren Acquisition on July 30, 2024, the 2019 Credit Agreement was repaid in full.

Cash Flows

The following table summarizes net cash flows with respect to our operating, investing and financing activities for the periods indicated:

Operating activities

Net cash provided by operating activities for the nine months ended September 30, 2025 (Successor) was $45.3 million, an increase of $43.0 million compared to cash provided by operating activities of $20.4 million during the period from January 1, 2024 through July 29, 2024 (Predecessor) and cash used by operating activities of $18.1 million during the period from July 30, 2024 through September 30, 2024 (Successor). The increase was a result of increases in our net income adjusted for noncash items primarily driven by increased revenues partially offset by changes in our working capital. The changes in our working capital that contributed to increased cash flows from operations were primarily a result of decreases in accounts receivable of $31.8 million, partially offset by increases in contract assets of $21.7 million due to timing of project billing cycles.

Investing activities

For the nine months ended September 30, 2025 (Successor), net cash used in investing activities was $856.4 million, a decrease of $1.0 billion compared to net cash used in investing activities of $58.0 million during the period ended January 1, 2024 to July 29, 2024 (Predecessor) and $1.8 billion during the period ended July 30, 2024 to September 30, 2024 (Successor). The decrease in cash used in investing activities was primarily a result of decreased cash paid for acquisitions of$1.0 billion.

Financing activities

For the nine months ended September 30, 2025 (Successor), net cash provided by financing activities was $833.9 million, a decrease of $592.6 million compared to net cash provided by financing activities of $7.8 million during the period ended January 1, 2024 to July 29, 2024 (Predecessor) and $1.4 billion during the period ended July 30, 2024 to September 30, 2024 (Successor). The decrease in cash provided by financing activities was primarily a result of a decrease in cash proceeds from the issuance of common shares and exercise of warrants of$666.6 million, partially offset by an increase in proceeds from long-term borrowings of $70.0 million.

Effect of exchange rate changes

For the nine months ended September 30, 2025 (Successor), during the period from January 1, 2024 through July 29, 2024 (Predecessor) and July 30, 2024 through September 30, 2024 (Successor), the effect of foreign exchange rate changes on cash was $2.5 million, $7.9 million and $5.5 million, respectively. The impact of exchange rates on cash and cash equivalents is primarily attributable to fluctuations in the U.S. Dollar exchange rate against the Canadian Dollar.

Off-Balance Sheet Arrangements

During the nine months ended September 30, 2025 (Successor) or during the period ended January 1, 2024 to July 29, 2024 (Predecessor) and July 30, 2024 to September 30, 2024 (Successor), we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recently Issued Accounting Pronouncements

See “Note 1. Basis of Presentation and Significant Accounting Policies” of the notes to our unaudited condensed consolidated financial statements for disclosures regarding recently issued accounting pronouncements and the critical accounting policies related to our business.

Critical Accounting Estimates

There have been no significant changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the 2024 Annual Report, except for the changes discussed in Note 1. Basis of Presentation and Significant Accounting Policies of the Notes to the Consolidated Financial Statements.