TIC Titanium Corporation Inc

Delivered improved results year over year

Acuren Corporation (“Acuren” or the “Company”) today announced financial results for the third quarter and nine-month periods ended September 30, 2024. The comparability of our operating results for the period from July 30, 2024 through September 30, 2024 (Successor), January 1, 2024 through July 29, 2024 (Predecessor) and the nine months ended September 30, 2023 (Predecessor) was impacted by the Company’s acquisition of ASP Acuren Holdings, Inc. (“ASP Acuren” and the “ASP Acuren Acquisition”).

Third Quarter 2024 Results Compared to Third Quarter 2023 Results

• 2024 Predecessor Revenue of $101.5 million and 2024 Successor Revenue of $201.5 million compared to 2023 Predecessor Revenue of $265.5 million
• Combined Revenue of $303.0 million, up 14.1% from the prior Predecessor period
• 2024 Predecessor Gross Profit of $25.5 million, or 25.1%, and 2024 Successor Gross Profit of $49.2 million, or 24.4%, compared to 2023 Predecessor Gross Profit of $64.2 million or 24.2% in the prior Predecessor period
• Combined Adjusted Gross Profit of $89.8 million or 29.6% compared to 29.3% in the prior Predecessor period
• 2024 Predecessor income from operations of $2.4 million and 2024 Successor loss from operations of $79.2 million compared to 2023 Predecessor income from operations of $16.1 million
• 2024 Predecessor Net Income of $3.9 million and 2024 Successor Net Loss of $89.8 million compared to 2023 Predecessor Net income of $1.0 million
• Combined Adjusted EBITDA of $51.3 million, up 14.8% from the prior Predecessor period
• Combined Adjusted EBITDA margin of 16.9%, compared to 16.8% from the prior Predecessor period

Nine Months 2024 Results Compared to First Nine Months 2023 Results

• 2024 Predecessor Revenue of $633.9 million and 2024 Successor Revenue of $201.5 million compared to 2023 Predecessor Revenue of $779.9 million
• Combined Revenue of $835.4 million, up 7.1% from the prior Predecessor period
• 2024 Predecessor Gross profit of $162.0 million, or 25.6%, and 2024 Successor Gross Profit of $49.2 million, or 24.4%, compared to 2023 Predecessor Gross Profit of $180.6 million, or 23.2%, in the prior Predecessor period
• Combined Adjusted Gross Profit of $244.8 million or 29.3% compared to 28.4% in the prior Predecessor period
• 2024 Predecessor income from operations of $36.1 million and 2024 Successor loss from operations of $79.2 million compared to 2023 Predecessor income from operations of $44.7 million
• 2024 Predecessor Net Loss of $2.8 million and 2024 Successor Net Loss of $89.8 million compared to 2023 Predecessor Net Income of $8.2 million
• Combined Adjusted EBITDA of $145.9 million, up 15.2% from the prior Predecessor period
• Combined Adjusted EBITDA margin of 17.5%, compared to 16.2% from the prior Predecessor period

Tal Pizzey, CEO of Acuren stated, “Our strong year-to-date results reflect continued improvement in service revenue and margins, driven primarily by increased demand from recurring customers, new sales in target markets, and pricing initiatives implemented in 2023. The effectiveness of our S-4 marks an important milestone as we continue working diligently towards our public market debut. We believe our differentiated services, established client base, and strong market presence give us a solid foundation to grow our leadership in asset integrity testing while building a premier global testing, inspection, certification and compliance organization.”

Robert A.E. Franklin, Co-Chairman of Acuren commented, “Now that our S-4 registration statement has gone effective, we expect to begin trading on OTC imminently and look forward to a NYSE debut in the new year. We believe our strong balance sheet position, including over $130 million in cash, significant EBITDA growth, ongoing margin improvement, and a leadership team dedicated to operational excellence gives us the ability to deliver long-term value to our shareholders and capitalize on the opportunities ahead."

Planned Relisting

On July 30, 2024, the Company completed the ASP Acuren Acquisition for $1.88 billion. On December 16, 2024, the Company’s Registration Statement on Form S-4 (File No. 333-282976) was declared effective by the U.S. Securities and Exchange Commission and, effective as of that date, it completed its re-domiciliation from the British Virgin Islands into a Delaware corporation. The Company anticipates its common stock will begin trading on the OTC Market prior to the end of the year. The Company intends to apply to list its common stock on the New York Stock Exchange during the first quarter of 2025.

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 (often at customer locations) 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 and Certification (TIC) including Nondestructive Testing (“NDT”) in the field and the laboratory and in-lab destructive testing capabilities.

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 the planned relisting. 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 loss from operations, Combined EBITDA, Combined Adjusted EBITDA and Combined Adjusted EBITDA Margin 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 unaudited condensed 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 three and nine months ended September 30, 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 unaudited condensed consolidated financial statements in accordance with GAAP, certain tables and discussion included within this release also present the combined results for the three and nine months ended September 30, 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 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.

The Company uses these non-U.S. GAAP financial measures and the 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-U.S. 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-U.S. 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 U.S. GAAP. Additionally, these non-U.S. GAAP financial measures may differ from similar measures presented by other companies. A reconciliation of these non-U.S. GAAP financial measures is included later in this press release.

Acuren Corporation Condensed Consolidated Balance Sheets (amounts in thousands, except share and per share data) (Unaudited) SuccessorSeptember 30,2024 PredecessorDecember 31,2023 Assets Current assets Cash and cash equivalents

$

132,458

 

$

87,061

 

Accounts receivable, net

 

278,174

 

 

233,244

 

Prepaid expenses and other current assets

 

16,073

 

 

13,608

 

Total current assets

 

426,705

 

 

333,913

 

Property, plant and equipment, net

 

191,172

 

 

112,264

 

Operating lease right-of-use assets, net

 

27,212

 

 

22,441

 

Goodwill

 

898,165

 

 

511,501

 

Intangible assets, net

 

768,693

 

 

264,335

 

Deferred income tax asset

 

813

 

 

2,368

 

Other assets

 

15,355

 

 

15,793

 

Total assets

 

2,328,115

 

 

1,262,615

 

Liabilities and Equity Current liabilities Accounts payable

$

23,208

 

$

23,206

 

Accrued expenses and other current liabilities

 

70,805

 

 

65,775

 

Current portion of debt

 

7,721

 

 

7,280

 

Current portion of lease obligations

 

16,051

 

 

16,623

 

Total current liabilities

 

117,785

 

 

112,884

 

Debt, net of current portion

 

748,294

 

 

668,031

 

Non-current lease obligations

 

38,317

 

 

38,061

 

Deferred income tax liability

 

190,536

 

 

35,294

 

Other liabilities

 

21,820

 

 

26,346

 

Total liabilities

 

1,116,752

 

 

880,616

 

Commitments and contingencies Equity Ordinary stock (Successor), $0 par value; 121,412,515 shares issued and outstanding

 

-

 

 

-

 

Founder Preferred stock (Successor), $0 par value; 1,000,000 shares issued and outstanding

 

-

 

 

-

 

Common stock (Predecessor), $0.01 par value; 5,700,000 shares issued and 5,024,802 shares outstanding

 

-

 

 

50

 

Treasury stock (Predecessor), 7,769 common shares at cost

 

-

 

 

(1,029

)

Additional paid-in capital

 

1,291,826

 

 

366,327

 

Accumulated earnings (deficit)

 

(91,361

)

 

17,447

 

Accumulated other comprehensive income (loss)

 

10,898

 

 

(796

)

Total equity

 

1,211,363

 

 

381,999

 

Total liabilities and equity

$

2,328,115

 

$

1,262,615

 

  Acuren Corporation Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) (amounts in thousands, except share and per share data) (Unaudited)

2024

 

2023

SuccessorJuly 30 toSeptember 30 PredecessorJanuary 1 toJuly 29 PredecessorJanuary 1 toSeptember 30 Service revenue

$

201,485

 

$

633,866

 

$

779,923

 

Cost of revenue

 

152,281

 

 

471,881

 

 

599,332

 

Gross profit

 

49,204

 

 

161,985

 

 

180,591

 

Selling, general and administrative expenses

 

103,835

 

 

120,633

 

 

135,892

 

Transaction costs

 

24,554

 

 

5,204

 

 

-

 

Income (loss) from operations

 

(79,185

)

 

36,148

 

 

44,699

 

Interest expense, net

 

13,336

 

 

39,379

 

 

39,066

 

Loss on extinguishment of debt

 

-

 

 

9,073

 

 

-

 

Other expense (income), net

 

(600

)

 

(580

)

 

58

 

Income (loss) before provision for income taxes

 

(91,921

)

 

(11,724

)

 

5,575

 

Benefit for income taxes

 

(2,097

)

 

(8,946

)

 

(2,618

)

Net income (loss)

 

(89,824

)

 

(2,778

)

 

8,193

 

Other comprehensive income (loss): Foreign currency translation adjustments

 

10,898

 

 

(18,008

)

 

2,528

 

Total other comprehensive income (loss)

 

10,898

 

 

(18,008

)

 

2,528

 

Total comprehensive income (loss)

$

(78,926

)

$

(20,786

)

$

10,721

 

  Acuren Corporation Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) (amounts in thousands, except share and per share data) (Unaudited)

2024

2023

SuccessorJuly 30 toSeptember 30 PredecessorJuly 1 toJuly 29 PredecessorJuly 1 toSeptember 30 Service revenue

$

201,485

 

$

101,512

 

$

265,535

 

Cost of revenue

 

152,281

 

 

75,994

 

 

201,328

 

Gross profit

 

49,204

 

 

25,518

 

 

64,207

 

Selling, general and administrative expenses

 

103,835

 

 

17,909

 

 

48,095

 

Transaction costs

 

24,554

 

 

5,204

 

 

-

 

Income (loss) from operations

 

(79,185

)

 

2,405

 

 

16,112

 

Interest expense, net

 

13,336

 

 

5,828

 

 

15,423

 

Loss on extinguishment of debt

 

-

 

 

9,073

 

 

-

 

Other income, net

 

(600

)

 

(294

)

 

(4

)

Income (loss) before provision for income taxes

 

(91,921

)

 

(12,202

)

 

693

 

Benefit for income taxes

 

(2,097

)

 

(16,145

)

 

(325

)

Net income (loss)

 

(89,824

)

 

3,943

 

 

1,018

 

Other comprehensive income (loss): Foreign currency translation adjustments

 

10,898

 

 

(5,170

)

 

(7,268

)

Total other comprehensive income (loss)

 

10,898

 

 

(5,170

)

 

(7,268

)

Total comprehensive income (loss)

$

(78,926

)

$

(1,227

)

$

(6,250

)

  Acuren Corporation Condensed Consolidated Statements of Cash Flows (amounts in thousands) (Unaudited)

2024

2023

SuccessorJuly 30 toSeptember 30 PredecessorJanuary 1 toJuly 29 PredecessorJanuary 1 toSeptember 30 Cash flows from operating activities: Net income (loss)

$

(89,824

)

$

(2,778

)

$

8,193

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision for credit losses

 

1,005

 

 

408

 

 

548

 

Depreciation and amortization

 

20,431

 

 

45,777

 

 

71,154

 

Noncash lease expense

 

1,249

 

 

5,453

 

 

6,710

 

Share-based compensation expense

 

62,802

 

 

17,858

 

 

4,111

 

Amortization of deferred financing costs

 

486

 

 

2,406

 

 

2,267

 

Loss on extinguishment of debt

 

-

 

 

9,073

 

 

-

 

Fair value adjustments on interest rate derivatives

 

-

 

 

3,102

 

 

(2,573

)

Deferred income taxes

 

(1,965

)

 

(20,565

)

 

(675

)

Other

 

-

 

 

(588

)

 

(85

)

Changes in operating assets and liabilities, net of effects of business acquisitions: Accounts receivable

 

(3,527

)

 

(32,797

)

 

(52,353

)

Prepaid expenses and other current assets

 

(6,674

)

 

(2,829

)

 

(1,239

)

Accounts payable

 

4,696

 

 

(9,691

)

 

(2,149

)

Accrued expenses and other current liabilities

 

(7,400

)

 

17,481

 

 

197

 

Operating lease obligations

 

(1,333

)

 

(5,751

)

 

(6,618

)

Other assets and liabilities

 

1,990

 

 

(4,516

)

 

7,337

 

Net cash provided by (used in) operating activities

 

(18,064

)

 

22,042

 

 

34,825

 

  Cash flows from investing activities: Purchases of property, plant and equipment

 

(3,403

)

 

(14,334

)

 

(15,586

)

Proceeds from sale of property, plant and equipment

 

251

 

 

1,029

 

 

1,251

 

Acquisition of ASP Acuren, net of cash acquired

 

(1,827,426

)

 

-

 

 

-

 

Acquisition of businesses, net of cash acquired

 

-

 

 

(46,280

)

 

(6,010

)

Net cash used in investing activities

 

(1,830,578

)

 

(59,585

)

 

(20,345

)

  Cash flows from financing activities: Borrowings under long-term debt

 

775,000

 

 

30,000

 

 

195,000

 

Repayments of long-term debt

 

-

 

 

(16,346

)

 

(79,563

)

Payments of debt issuance costs

 

(21,355

)

 

-

 

 

(2,659

)

Principal payments on finance lease obligations

 

(1,615

)

 

(5,836

)

 

(7,653

)

Dividends paid to stockholder

 

-

 

 

-

 

 

(150,000

)

Proceeds from issuance of ordinary shares and exercise of warrants, net of issuance costs

 

666,630

 

 

-

 

 

-

 

Net cash provided by (used in) financing activities

 

1,418,660

 

 

7,818

 

 

(44,875

)

  Net effect of exchange rate fluctuations on cash and cash equivalents

 

5,507

 

 

(7,881

)

 

1,973

 

Net change in cash and cash equivalents

 

(424,475

)

 

(37,605

)

 

(28,423

)

  Cash and cash equivalents Beginning of period

 

556,933

 

 

87,061

 

 

62,585

 

End of period

$

132,458

 

$

49,456

 

$

34,162

 

 

Acuren Corporation

Reconciliation of Combined Revenue (amounts in thousands) (Unaudited) Combined periodJanuary 1, 2024through September30, 2024 Combined periodJanuary 1, 2023through September30, 2023 Combined periodJuly 1, 2024 throughSeptember 30, 2024 Combined periodJuly 1, 2023 throughSeptember 30, 2023 Revenue from predecessor period

$

633,866

$

779,923

$

101,512

$

265,535

Revenue from successor period

 

201,485

 

-

 

201,485

 

-

Total combined revenue(1)

$

835,351

$

779,923

$

302,997

$

265,535

 

1. The combined financial information for the nine months ended September 30, 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 September 30, 2024.

  Acuren Corporation Reconciliation of Adjusted Gross Profit and Gross Margin Percentage (amounts in thousands) (Unaudited)   Successor period July 30 to September 30, 2024

 

2024

 

Gross profit

$

49,204

 

Depreciation expense included in cost of revenue

 

11,481

 

  Predecessor period July 1 to July 29, 2024 Gross profit

 

25,518

 

Depreciation expense included in cost of revenue

 

3,581

 

  Adjusted gross profit for the combined period July 1, 2024 through September 30, 2024

$

89,784

 

Adjusted gross margin percentage for the combined period July 1, 2024 through September 30, 2024 (1)

 

29.6

%

  Successor period July 30 to September 30, 2024

 

2024

 

Gross profit

$

49,204

 

Depreciation expense included in cost of revenue

 

11,481

 

  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 September 30, 2024

$

244,793

 

Adjusted gross margin percentage for the combined period January 1, 2024 through September 30, 2024 (1)

 

29.3

%

  Acuren Corporation Reconciliation of Adjusted Gross Profit and Gross Margin Percentage (amounts in thousands) (Unaudited)   Predecessor period July 1 to September 30, 2023

 

2023

 

Gross profit

$

64,207

 

Depreciation expense included in cost of revenue

 

13,581

 

Adjusted gross profit

 

77,788

 

Adjusted gross margin percentage (1)

 

29.3

%

  Predecessor period January 1 to September 30, 2023

 

2023

 

Gross profit

$

180,591

 

Depreciation expense included in cost of revenue

 

40,989

 

Adjusted gross profit

 

221,580

 

Adjusted gross margin percentage (1)

 

28.4

%

1. The Adjusted Gross margin is calculated as Adjusted Gross margin 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 July 30 to September 30, 2024

 

2024

 

Net income (loss)

$

(89,824

)

Benefit for income taxes

 

(2,097

)

Interest expense, net

 

13,336

 

Depreciation and amortization expense

 

20,431

 

  Predecessor period July 1 to July 29, 2024 Net income (loss)

 

3,943

 

Benefit for income taxes

 

(16,145

)

Interest expense, net

 

5,828

 

Depreciation and amortization expense

 

7,013

 

  Adjustments July 1 to September 30, 2024 Pre-ASP Acuren seller-related expenses and stock compensation(1)

 

9,809

 

One time non-cash equity charges(2)

 

69,821

 

Acquisition related transaction and integration expenses(3)

 

(505

)

ASP Acuren transaction related expenses(4)

 

24,554

 

Non cash stock compensation expense(5)

 

5,540

 

Other non-recurring charges(6)

 

(386

)

  Adjusted EBITDA for the combined period July 1, 2024 through September 30, 2024 (7)

$

51,318

 

Adjusted EBITDA margin for the combined period from July 1, 2024 through September 30, 2024 (8)

 

16.9

%

  Successor period July 30 to September 30, 2024

 

2024

 

Net income (loss)

$

(89,824

)

Benefit for income taxes

 

(2,097

)

Interest expense, net

 

13,336

 

Depreciation and amortization expense

 

20,431

 

  Predecessor period January 1 to July 29, 2024 Net income (loss)

 

(2,778

)

Benefit for income taxes

 

(8,946

)

Interest expense, net

 

39,379

 

Depreciation and amortization expense

 

45,777

 

  Adjustments January 1 to September 30, 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)

 

1,548

 

ASP Acuren transaction related expenses(4)

 

29,758

 

Non cash stock compensation expense(5)

 

336

 

Other non-recurring charges(6)

 

(280

)

  Adjusted EBITDA for the combined period January 1, 2024 through September 30, 2024 (7)

$

145,938

 

Adjusted EBITDA margin for the combined period from January 1, 2024 through September 30, 2024 (8)

 

17.5

%

  Acuren Corporation Reconciliation of Adjusted EBITDA to Net Income (Loss) (amounts in thousands) (Unaudited)   Predecessor period July 1 to September 30, 2023

 

2023

 

Net income (loss)

$

1,018

 

Benefit for income taxes

 

(325

)

Interest expense, net

 

15,423

 

Depreciation and amortization expense

 

23,208

 

EBITDA

 

39,324

 

Pre-ASP Acuren seller-related expenses and stock compensation(1)

 

3,269

 

One time non-cash equity charges(2)

 

-

 

Acquisition related transaction and integration expenses(3)

 

1,571

 

ASP Acuren transaction related expenses(4)

 

-

 

Non cash stock compensation expense(5)

 

-

 

Other non-recurring charges(6)

 

546

 

Adjusted EBITDA(7)

$

44,710

 

Adjusted EBITDA margin (8)

 

16.8

%

  Predecessor period January 1 to September 30, 2023

 

2023

 

Net income (loss)

$

8,193

 

Benefit for income taxes

 

(2,618

)

Interest expense, net

 

39,066

 

Depreciation and amortization expense

 

71,154

 

EBITDA

 

115,795

 

Pre-ASP Acuren seller-related expenses and stock compensation(1)

 

6,716

 

One time non-cash equity charges(2)

 

-

 

Acquisition related transaction and integration expenses(3)

 

2,990

 

ASP Acuren transaction related expenses(4)

 

-

 

Non cash stock compensation expense(5)

 

-

 

Other non-recurring charges(6)

 

1,195

 

Adjusted EBITDA(7)

$

126,696

 

Adjusted EBITDA margin (8)

 

16.2

%

 

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 (both completed and not completed) 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 nine months ended September 30, 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 September 30, 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.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20241220643766/en/

Investor Relations Contacts Dan Scott / Rodny Nacier ICR Inc. IR@acuren.com Seth Weber VP Investor Relations Seth.weber@acuren.com