0001628280-26-017015
SEC filingTIC Solutions, Inc. reported FY 2025 revenue of $1.53B, a significant increase driven primarily by the acquisition of NV5 Global, Inc. on August 4, 2025, which contributed $431.4M in incremental revenue. Despite the revenue growth, the company recorded a net loss of $87.1M, compared to a net loss of $15.7M for the predecessor period from January 1 to July 29, 2024. The net loss was driven by a loss from operations of $17.1M and high interest expense of $87.6M, partially offset by an income tax benefit of $11.1M. Gross profit was $449.4M, yielding a gross margin of 29.4%. The company generated $95.0M in net cash from operating activities, but used $874.1M in investing activities, largely for business acquisitions. Total assets stood at $4.40B, with total liabilities of $2.22B and stockholders' equity of $2.18B.
TIC Solutions, Inc. (formerly Acuren Corporation) reported financial results for the fiscal year ended December 31, 2025, marked by transformative acquisition activity. Revenue reached $1.53 billion, a figure heavily influenced by the August 2025 acquisition of NV5 Global, Inc., which contributed $431.4 million in incremental revenue. Excluding this acquisition, revenue increased by only $1.5 million. The company reported a net loss of $87.1 million, a significant deterioration from the $15.7 million net loss reported by the predecessor (ASP Acuren Holdings, Inc.) for the period January 1 through July 29, 2024. The loss was primarily driven by a loss from operations of $17.1 million and substantial interest expense of $87.6 million related to debt incurred for acquisitions. An income tax benefit of $11.1 million provided partial offset. The results reflect the challenges of integrating a major acquisition while servicing a significantly increased debt load.
The $1.53 billion in revenue represents a combined period for the Successor (TIC Solutions) for the full year and the impact of the NV5 acquisition from its closing date on August 4, 2025. Management's discussion indicates that, excluding the NV5 acquisition, organic growth was minimal ($1.5 million). Growth in run-and-maintain and call-out work was offset by lower outage, project, and construction activity, with noted softness in the U.S. Gulf Coast and among chemicals and LNG customers. The company is now organized into three reportable segments: Inspection and Mitigation (legacy TICC services), Consulting Engineering (from NV5), and Geospatial (from NV5). The NV5 acquisition broadened the company's service portfolio into engineering, environmental consulting, and geospatial analytics, diversifying its client base and revenue streams.
Gross profit was $449.4 million, yielding a gross profit margin of 29.4%. This represents an improvement from the 25.6% margin reported by the predecessor in the first part of 2024. The NV5 acquisition contributed a gross profit margin of 48.4%, which elevated the consolidated figure. Excluding NV5, gross profit decreased by $25.1 million, pressured by lower-margin project volumes and higher direct labor costs. Selling, general, and administrative (SG&A) expenses were $440.8 million, or 28.8% of revenue. The NV5 acquisition added $200.8 million in SG&A. Excluding this, SG&A decreased due to lower one-time equity and transaction-related costs. The result was an operating loss of $17.1 million (operating margin of -1.1%), demonstrating that the high-margin NV5 business was not sufficient to offset the combined company's cost structure in the initial post-acquisition period.
Net cash provided by operating activities was a positive $95.0 million, a strong result given the net loss, primarily due to add-backs for non-cash expenses like depreciation and amortization ($178.3 million). Net cash used in investing activities was $874.1 million, overwhelmingly due to business acquisitions ($845.0 million for NV5, net of cash acquired). Net cash provided by financing activities was $1.08 billion, driven by proceeds from long-term borrowings of $875.0 million and equity issuance of $250.5 million, used to fund the NV5 acquisition. The net change in cash was an increase of $300.4 million, ending the period with $439.5 million in cash and cash equivalents. The balance sheet shows total assets of $4.40 billion, including goodwill of $1.65 billion and intangible assets of $1.39 billion from acquisitions. Total liabilities are $2.22 billion, with long-term debt (net of current portion) of $1.59 billion. Stockholders' equity is $2.18 billion.
The company's strategy centers on integrating the NV5 acquisition to realize anticipated benefits and synergies, though management acknowledges risks and complexities in the process. Key growth pillars include increasing wallet share within the existing diversified customer base, expanding in both public and private sectors, broadening TICC service offerings, and continuing a mergers and acquisitions strategy. Significant risk factors are disclosed, including the company's substantial dependence on certain industrial sectors (like oil and gas), competitive and fragmented markets, the challenge of integrating NV5, high leverage and associated interest expense, and material weaknesses in internal control over financial reporting which are under remediation. The company does not currently intend to pay dividends on its common stock, retaining earnings for operations and expansion.