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0002032966
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2026-03-12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 12, 2026
Date of Report (date of earliest event reported)
TIC Solutions, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-42524 |
|
66-1076867 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
200 South Park Road, Suite 350
Hollywood, Florida 33021
(Address of principal executive offices
and zip code)
(954) 495-2112
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol |
|
Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
TIC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act.
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
As previously disclosed,
TIC Solutions, Inc. (“TIC” or the “Company”) completed its previously announced acquisition of NV5 Global,
Inc., a Delaware corporation (“NV5”), pursuant to the Agreement and Plan of Merger, dated as of May 14, 2025. This
Current Report on Form 8-K (the “Form 8-K”) is being filed to provide the unaudited pro forma condensed combined
statement of operations of the Company for the year ended December 31, 2025 (the “Pro Forma Financial Information”) so
that such Pro Forma Financial Information is available to be incorporated into any registration statements (or amendments thereto)
of the Company. An unaudited pro forma condensed combined balance sheet of the Company is not presented as of December 31, 2025, as
the Company’s consolidated balance sheet as of December 31, 2025 included in the Company's Annual Report on Form 10-K filed
with the SEC on March 12, 2026 reflects the consummated acquisition of NV5.
FORWARD LOOKING STATEMENTS
Certain
statements in this Form 8-K are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking
statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,”
“expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,”
“predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,”
“potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,”
“strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify
forward- looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the
Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
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, including, among others, (i)
economic conditions affecting the industries the Company serves, including the construction industry and the energy sector, as well as
general economic conditions; (ii) the ability and willingness of customers to invest in infrastructure projects; (iii) a decline in demand
for the Company’s services or for the products and services of its customers; (iv) the fact that the Company’s revenues are
derived primarily from contracts with durations of less than six months and the risk that customers will not renew or enter into new
contracts; (v) the Company’s ability to successfully acquire other businesses, successfully integrate acquired businesses into
its operations and manage the risks and potential liabilities associated with those acquisitions; (vi) the Company’s ability to
compete successfully in the industries and markets it serves; (vii) the Company’s ability to properly manage and accurately estimate
costs associated with specific customer projects, in particular for arrangements with fixed price terms; (viii) increases in the cost,
or reductions in the supply, of the materials used in the Company’s business and for which we bear the risk of such increases;
(ix) the inherently dangerous nature of the Company’s services and the risks of potential liability; (x) the seasonality of the
Company’s business and the impact of weather conditions; (xi) the Company’s ability to remediate any material weaknesses;
(xii) the impact of health, safety and environmental laws and regulations, and the costs associated with compliance with such laws and
regulations; (xiii) the Company’s substantial level of indebtedness and the effect of restrictions on its operations set
forth in the documents that govern such indebtedness, (xiv) the Company may fail to realize anticipated synergies or other benefits expected
from the merger with NV5 in the timeframe expected or at all, (xv) a prolonged government shutdown, and (xvi) the ultimate timing, outcome,
and results of integrating the operations of Acuren and NV5. 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 Annual Report on Form 10-K for the year
ended December 31, 2025 which was filed with the SEC on March 12, 2026, and any amendments
thereto, and in the Company’s quarterly reports on Form 10-Q, each as supplemented or amended from time to time. Forward-looking
statements included in this Form 8-K 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 Form 8-K.
All forward-looking
statements speak only as of the date they are made and are based on information available at that time. The Company assumes no obligation
to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were
made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements
involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b) Pro
Forma Financial Information.
The Pro
Forma Financial Information included in this Form 8-K has been presented for informational purposes only; it does not purport to represent
the actual results of operations that the Company would have achieved had it completed the acquisition of NV5 prior to the period presented
in the Pro Forma Financial Information and it is not intended to project the future results of operations of the Company following the
acquisition of NV5.
| (d): | The following exhibits are being filed herewith: |
| Exhibit No. |
|
Description |
| 99.1 |
|
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
TIC Solutions, Inc. |
| |
|
|
| March 12, 2026 |
By: |
/s/ Kristin Schultes |
| |
Name: |
Kristin Schultes |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Unaudited
Pro Forma Condensed Combined Financial Information
On August 4, 2025 (the “Closing Date”),
TIC Solutions, Inc. (“TIC Solutions” or the “Company”) completed its acquisition of NV5 Global, Inc. (the “NV5
Acquisition”). The following unaudited pro forma condensed combined financial information presents the historical consolidated financial
information of TIC Solutions, adjusted to give effect to the NV5 Acquisition and the issuance of $875.0 million of new fungible term loans
(the “Amendment No. 2 Term Loans”) under the Second Amendment to the Credit Agreement (the “Second Amendment,”
and together with the NV5 Acquisition, the “Transactions”). The unaudited pro forma condensed combined financial information
has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined statement
of operations for the year ended December 31, 2025 combines our historical consolidated statement of operations and the historical consolidated
statement of net income of NV5 on a pro forma basis as if the Transactions had been consummated on January 1, 2024.
NV5 previously reported its financial results
on a 52/53-week fiscal year ending on the Saturday closest to December 31st (whether or not in the following calendar year), with interim
calendar quarters ending on the Saturday closest to the end of such calendar quarter (whether or not in the following calendar quarter).
For purposes of the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 we have utilized
NV5’s unaudited historical results for the six months ended June 28, 2025, and NV5’s unaudited historical consolidated statement
of operations for the stub period of June 29, 2025 through August 3, 2025 derived from NV5’s books and records.
The NV5 Acquisition was accounted for as a business
combination using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations
(“ASC 805”), which established a new basis of accounting for all of NV5’s identifiable assets acquired and liabilities
assumed at fair value as of the closing date of the acquisition. Fair value estimates were determined based on a third-party valuation
analysis. As of December 31, 2025, the allocation of purchase price has been substantially completed subject to potential measurement
period adjustments.
Assumptions and estimates underlying the unaudited
pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes.
Management’s estimates of the fair values reflected in the unaudited pro forma condensed combined financial statements are subject
to change and may differ materially from actual adjustments, which will be based on the final determination of fair values and useful
lives. The unaudited pro forma condensed combined financial statements should be read in conjunction with our historical consolidated
financial statements and those of NV5 and the respective accompanying notes, as well as the section entitled “Risk Factors”
included in our Annual Report on Form 10-K for the year ended December 31, 2025.
The estimated income tax rate applied to the pro
forma adjustments is 25%, the expected combined statutory rate for U.S. federal and state taxes, and all other tax amounts are stated
at their historical amounts. Historical reported income tax expense does not reflect the amounts that would have resulted had we and NV5
filed consolidated income tax returns during the period presented.
The following unaudited pro forma condensed combined
financial information is provided for illustrative purposes only and is based on currently available information and assumptions that
management believes are reasonable. Our actual results of operations after the Transactions will differ, perhaps significantly, from
the pro forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not
currently identified and changes in our operating results following the date of the unaudited pro forma condensed combined financial
information. The assumptions and estimates underlying the pro forma adjustments set forth in the unaudited pro forma condensed combined
financial information are described in the accompanying notes. All the assumptions were based on preliminary information.
TIC SOLUTIONS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
For the Year Ended December 31, 2025
(in thousands, except share and per share amounts)
| | |
TIC Solutions
(Historical) | | |
NV5
As Reclassified
(Note
4)
For the
Six Month Period Ended
June 28,
2025 | | |
NV5
As Reclassified
(Note 4)
For the
Period from June 29 to August 3,
2025 | | |
Acquisition
Pro Forma
Adjustments | | |
Notes | | |
Financing
Pro Forma
Adjustments | | |
Notes | | |
TIC Solutions
Pro Forma Combined | |
| Service revenue | |
$ | 1,530,296 | | |
$ | 486,030 | | |
$ | 94,760 | | |
$ | - | | |
| | |
$ | - | | |
| | |
$ | 2,111,086 | |
| Cost of revenue | |
| 1,080,937 | | |
| 257,748 | | |
| 50,352 | | |
| 654 | | |
A | | |
| - | | |
| | |
| 1,389,691 | |
| Gross profit | |
| 449,359 | | |
| 228,282 | | |
| 44,408 | | |
| (654 | ) | |
| | |
| - | | |
| | |
| 721,395 | |
| Selling, general and administrative expenses | |
| 440,827 | | |
| 218,690 | | |
| 43,290 | | |
| 16,780 | | |
B | | |
| - | | |
| | |
| 719,587 | |
| Transaction costs | |
| 25,628 | | |
| - | | |
| 25,280 | | |
| - | | |
| | |
| - | | |
| | |
| 50,908 | |
| Income (loss) from operations | |
| (17,096 | ) | |
| 9,592 | | |
| (24,162 | ) | |
| (17,434 | ) | |
| | |
| - | | |
| | |
| (49,100 | ) |
| Interest expense, net | |
| 87,621 | | |
| 6,979 | | |
| 1,979 | | |
| (9,037 | ) | |
C | | |
| 39,928 | | |
C | | |
| 127,470 | |
| Other income, net | |
| (6,545 | ) | |
| (11,376 | ) | |
| (8 | ) | |
| - | | |
| | |
| - | | |
| | |
| (17,929 | ) |
| Income (loss) before income taxes | |
| (98,172 | ) | |
| 13,989 | | |
| (26,133 | ) | |
| (8,397 | ) | |
| | |
| (39,928 | ) | |
| | |
| (158,641 | ) |
| Provision (benefit) for income taxes | |
| (11,056 | ) | |
| 1,873 | | |
| 870 | | |
| (2,099 | ) | |
D | | |
| (9,982 | ) | |
D | | |
| (20,394 | ) |
| Net income (loss) | |
$ | (87,116 | ) | |
$ | 12,116 | | |
$ | (27,003 | ) | |
$ | (6,298 | ) | |
| | |
$ | (29,946 | ) | |
| | |
$ | (138,247 | ) |
| Accrued Series A Preferred Stock Dividend | |
| (6,757 | ) | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
| (6,757 | ) |
| Undistributed loss allocated to Series A Preferred Stock | |
| 596 | | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
| 848 | |
| Net loss allocated to common stockholders | |
$ | (93,277 | ) | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
$ | (144,156 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
| | |
| Basic and diluted income (loss) per share: | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
| | |
| Common stock | |
$ | (0.60 | ) | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
$ | (0.69 | ) |
| Series A Preferred Stock | |
$ | 6.18 | | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
$ | 5.91 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
| | |
| Weighted-average shares outstanding: | |
| | | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
| | |
| Common stock, basic | |
| 156,600,421 | | |
| | | |
| | | |
| 50,515,277 | | |
E | | |
| | | |
| | |
| 207,115,698 | |
| Common stock, diluted | |
| 157,600,421 | | |
| | | |
| | | |
| 50,515,277 | | |
E | | |
| | | |
| | |
| 208,115,698 | |
| Series A Preferred Stock, basic and diluted | |
| 1,000,000 | | |
| | | |
| | | |
| | | |
| | |
| | | |
| | |
| 1,000,000 | |
See accompanying notes to unaudited pro forma condensed
combined statement of operations.
TIC SOLUTIONS, INC.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
Note 1. Description of the Transactions
On August 4, 2025, we completed the NV5 Acquisition.
The aggregate purchase price was approximately $1.7 billion, including the full repayment of NV5’s outstanding debt. Total purchase
consideration consisted of approximately $870.9 million in cash and the issuance of approximately 80.5 million shares of our common stock.
Also on August 4, 2025, in connection with the
NV5 Acquisition, we entered into the Second Amendment. The Second Amendment amended the Credit Agreement to: (i) include the Amendment
No. 2 Term Loans, which increased the aggregate amount of total term loans outstanding under the Credit Agreement from $769.2 million
to $1.6 billion, and (ii) increase the aggregate amount of the senior secured revolving credit facility from $75.0 million to $125.0 million.
The proceeds of the Amendment No. 2 Term Loans were used to finance the cash purchase consideration for the NV5 Acquisition and to pay
transaction costs associated with the Second Amendment. All other material terms of the Credit Agreement, as amended by the Second Amendment,
remained unchanged.
Note 2. Basis of Pro Forma Presentation
The unaudited pro forma condensed combined statement
of operations for the year ended December 31, 2025 combines the historical consolidated statement of operations of TIC Solutions and the
historical consolidated statement of net income of NV5 on a pro forma basis as if the NV5 Acquisition had been consummated on January
1, 2024. The unaudited pro forma condensed combined balance sheet as of December 31, 2025 is not required and has been excluded, as the
acquisition of NV5 was consummated on August 4, 2025 and is included in the audited historical consolidated balance sheet of the Company
as of December 31, 2025.
The NV5 Acquisition was accounted for as a business
combination using the acquisition method of accounting. TIC Solutions has determined it is the accounting acquirer for financial reporting
purposes. Accordingly, a new basis of accounting was established for all of NV5’s identifiable assets acquired and liabilities assumed
at fair value as of the Closing Date. Fair value estimates were determined based on a third-party valuation analysis. As of December 31,
2025, the allocation of purchase price has been substantially completed subject to potential measurement period adjustments.
Increases or decreases in the final fair values
of relevant balance sheet amounts will result in adjustments to the balance sheet and/or statement of operations until the purchase price
allocation is finalized. There can be no assurance that such finalization will not result in material changes from the preliminary purchase
price allocation included in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial
information does not reflect any potential divestitures that may be undertaken, or any cost savings, operating synergies or enhanced revenue
opportunities that may be achieved as a result of the NV5 Acquisition, the costs to integrate the operations of TIC Solutions and NV5,
or the costs necessary to achieve such cost savings, operating synergies and enhanced revenues.
Note 3. Reclassification and Accounting Policies
TIC Solutions has performed a detailed review
of NV5’s accounting policies to determine if differences in accounting policies require further reclassification adjustments of
NV5’s results of operations to conform to TIC Solutions’ accounting policies and classifications. Based on its analysis, management
identified certain costs that NV5 historically presented within “Salaries and wages, payroll taxes, and benefits” but that
TIC Solutions presents within “Cost of revenue.” As a result, the unaudited pro forma condensed combined statement of operations
includes reclassification adjustments for the periods from January 1, 2025, through June 28, 2025, and from June 29, 2025, through August
3, 2025, as further discussed below.
The following sets forth the reclassification
adjustments made to conform NV5’s presentation to our presentation in the unaudited pro forma condensed combined statement of operations
for the six months ended June 28, 2025:
| TIC Solutions | |
NV5 Presentation | |
Historical NV5 for the
Six Months Ended
June 28,
2025 | | |
Reclassification
Adjustments | | |
Note | | |
Historical NV5
As Reclassified to
TIC Solutions | |
| | |
| |
| | | |
| (in thousands) | | |
| | |
| | |
| Service revenue | |
| |
$ | - | | |
$ | 486,030 | | |
(a) | | |
$ | 486,030 | |
| | |
Gross revenues | |
| 486,030 | | |
| (486,030 | ) | |
(a) | | |
| - | |
| Total revenues | |
| |
| 486,030 | | |
| - | | |
| | |
| 486,030 | |
| Cost of revenue | |
| |
| | | |
| 257,748 | | |
(b)(d) | | |
| 257,748 | |
| | |
Salaries and wages | |
| 123,689 | | |
| (123,689 | ) | |
(b) | | |
| - | |
| | |
Sub-consultant services | |
| 86,292 | | |
| (86,292 | ) | |
(b) | | |
| - | |
| | |
Other direct costs | |
| 26,155 | | |
| (26,155 | ) | |
(b) | | |
| - | |
| Gross profit | |
| |
| 249,894 | | |
| (21,612 | ) | |
| | |
| 228,282 | |
| Selling, general and administrative expenses | |
| |
| | | |
| 218,690 | | |
(c)(d) | | |
| 218,690 | |
| Transaction costs | |
| |
| | | |
| - | | |
| | |
| - | |
| | |
Salaries and wages, payroll taxes, and benefits | |
| 147,259 | | |
| (147,259 | ) | |
(c) | | |
| - | |
| | |
General and administrative | |
| 49,857 | | |
| (49,857 | ) | |
(c) | | |
| - | |
| | |
Facilities and facilities related | |
| 12,692 | | |
| (12,692 | ) | |
(c) | | |
| - | |
| | |
Depreciation and amortization | |
| 30,494 | | |
| (30,494 | ) | |
(c) | | |
| - | |
| Income from operations | |
| |
| 9,592 | | |
| - | | |
| | |
| 9,592 | |
| Interest expense, net | |
Interest expense, net | |
| 6,979 | | |
| - | | |
| | |
| 6,979 | |
| Other income, net | |
Other income | |
| (11,376 | ) | |
| - | | |
| | |
| (11,376 | ) |
| Income before provision for income taxes | |
| |
| 13,989 | | |
| - | | |
| | |
| 13,989 | |
| Provision (benefit) for income taxes | |
Income tax expense | |
| 1,873 | | |
| - | | |
| | |
| 1,873 | |
| Net income | |
| |
$ | 12,116 | | |
$ | - | | |
| | |
$ | 12,116 | |
| (a) |
Represents the reclassification of NV5’s “Gross revenues” amount to “Service revenue” to conform to our historical presentation. |
| (b) |
Represents the combination and reclassification of NV5’s “Salaries and wages,” “Sub-consultant services,” and “Other direct costs” to “Cost of revenue” to conform to our historical presentation. |
| (c) |
Represents the combination and reclassification of NV5’s “Salaries and wages, payroll taxes, and benefits,” ” General and administrative,” “Facilities and facilities related,” and “Depreciation and amortization” amounts to “Selling, general and administrative expenses” to conform to our historical presentation. |
| |
|
| (d) |
Represents the reclassification of NV5’s insurance and other direct employee benefit related costs of approximately $21.6 million from “Salaries and wages, payroll taxes, and benefits” to “Cost of revenue” to conform to our historical presentation and to align with the employees’ salaries and wages included in “Cost of revenue.” |
The following sets forth the reclassification
adjustments made to conform NV5’s presentation to our presentation in the unaudited pro forma condensed combined statement of operations
for the stub period of June 29, 2025 through August 3, 2025 derived from NV5’s books and records:
| TIC Solutions | |
NV5 Presentation | |
Historical NV5 for the
Period from June 29 to August 3, 2025 | | |
Reclassification Adjustments | | |
Note | | |
Historical NV5
As Reclassified
to
TIC Solutions | |
| | |
| |
| | | |
| (in thousands) | | |
| | |
| | |
| Service revenue | |
| |
| | | |
$ | 94,760 | | |
(a) | | |
$ | 94,760 | |
| | |
Gross revenues | |
| 94,760 | | |
| (94,760 | ) | |
(a) | | |
| - | |
| Total revenues | |
| |
| 94,760 | | |
| - | | |
| | |
| 94,760 | |
| Cost of revenue | |
| |
| | | |
| 50,352 | | |
(b), (e) | | |
| 50,352 | |
| | |
Salaries and wages | |
| 24,841 | | |
| (24,841 | ) | |
(b) | | |
| - | |
| | |
Sub-consultant services | |
| 17,166 | | |
| (17,166 | ) | |
(b) | | |
| - | |
| | |
Other direct costs | |
| 4,743 | | |
| (4,743 | ) | |
(b) | | |
| - | |
| Gross profit | |
| |
| 48,010 | | |
| (3,602 | ) | |
| | |
| 44,408 | |
| Selling, general and administrative expenses | |
| |
| | | |
| 43,290 | | |
(c), (e) | | |
| 43,290 | |
| Transaction costs | |
| |
| | | |
| 25,280 | | |
(d) | | |
| 25,280 | |
| | |
Salaries and wages, payroll taxes, and benefits | |
| 31,349 | | |
| (31,349 | ) | |
(c) | | |
| - | |
| | |
General and administrative | |
| 33,840 | | |
| (33,840 | ) | |
(c) | | |
| - | |
| | |
Facilities and facilities related | |
| 1,948 | | |
| (1,948 | ) | |
(c) | | |
| - | |
| | |
Depreciation and amortization | |
| 5,035 | | |
| (5,035 | ) | |
(c) | | |
| - | |
| Income from operations | |
| |
| (24,162 | ) | |
| - | | |
| | |
| (24,162 | ) |
| Interest expense, net | |
Interest expense, net | |
| 1,979 | | |
| - | | |
| | |
| 1,979 | |
| Other income, net | |
Other income | |
| (8 | ) | |
| - | | |
| | |
| (8 | ) |
| Income before provision for income taxes | |
| |
| (26,133 | ) | |
| - | | |
| | |
| (26,133 | ) |
| Provision (benefit) for income taxes | |
Income tax expense | |
| 870 | | |
| - | | |
| | |
| 870 | |
| Net income | |
| |
$ | (27,003 | ) | |
$ | - | | |
| | |
$ | (27,003 | ) |
| (a) |
Represents the reclassification of NV5’s “Gross revenues” amount to “Service revenue” to conform to our historical presentation. |
| (b) |
Represents the combination and reclassification of NV5’s “Salaries and wages,” “Sub-consultant services,” and “Other direct costs” to “Cost of revenue” to conform to our historical presentation. |
| (c) |
Represents the combination and reclassification
of NV5’s “Salaries and wages, payroll taxes, and benefits,” ” General and administrative,” “Facilities
and facilities related,” and “Depreciation and amortization” amounts to “Selling, general and administrative expenses”
to conform to our historical presentation.
|
| (d) |
Represents the reclassification of the Acquired Entity transaction related costs out of "General and administrative" and into "Transaction costs" to conform to our historical presentation |
| |
|
| (e) |
Represents the reclassification of NV5’s insurance and other direct employee benefit related costs of approximately $3.6 million from “Salaries and wages, payroll taxes, and benefits” to “Cost of revenue” to conform to our historical presentation, and to align with the employees’ salaries and wages included in “Cost of revenue.” |
Note 4. Preliminary Purchase Consideration and Purchase Price Allocation
The purchase price has been preliminarily allocated
to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values. In
order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent
third-party valuation specialist to assist in the determination of the fair values.
The following table summarizes the components
of the purchase consideration:
| Cash consideration | |
$ | 870,911 | |
| Equity consideration | |
| 768,304 | |
| Replacement of share-based awards | |
| 29,744 | |
| Total estimated consideration | |
$ | 1,668,959 | |
The following table summarizes the preliminary
allocation of the purchase consideration to NV5’s assets and liabilities based on the fair value of the assets acquired and liabilities
assumed on the Closing Date:
Recognized amounts of identifiable assets acquired and liabilities assumed:
| Cash and cash equivalents | |
$ | 58,958 | |
| Accounts receivable | |
| 186,228 | |
| Contract assets | |
| 123,428 | |
| Prepaid expenses and other current assets | |
| 33,536 | |
| Plant and equipment | |
| 80,557 | |
| Operating lease right-of-use assets | |
| 33,464 | |
| Intangible assets | |
| 720,000 | |
| Other assets | |
| 4,560 | |
| Accounts payable | |
| (40,350 | ) |
| Accrued expenses and other current liabilities | |
| (98,830 | ) |
| Contract liabilities | |
| (47,694 | ) |
| Other liabilities | |
| (10,569 | ) |
| Deferred income tax liabilities | |
| (97,935 | ) |
| Lease liabilities | |
| (39,908 | ) |
| Total identifiable net assets | |
| 905,445 | |
| Goodwill | |
$ | 763,514 | |
The final determination of the fair values of
assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The NV5 Acquisition will necessitate
the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values
as of the relevant acquisition date, including intangible assets, contract assets and liabilities, certain lease-related assets and liabilities,
indemnification assets and deferred tax assets and liabilities.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined
Financial Information
The adjustments included in the unaudited pro
forma condensed combined statement of operations for the year ended December 31, 2025 are as follows:
Represents the elimination of historical depreciation
expense and reflects new depreciation expense associated with the increase in fair value of NV5’s property and equipment as outlined
in the following tables:
| | |
Historical NV5 Depreciation
Expense for the
Period from
January 1,
2025 through
August 3,
2025 | | |
Pro Forma Depreciation
Expense for the
Period from
January 1,
2025 through
August 3,
2025 | | |
Pro Forma Depreciation
Expense Adjustment
for the Year Ended
December 31,
2025 | |
| Cost of revenue | |
$ | (4,338 | ) | |
$ | 4,992 | | |
$ | 654 | |
| Selling, general and administrative | |
| (6,238 | ) | |
| 7,617 | | |
| 1,379 | |
| Total | |
$ | (10,576 | ) | |
$ | 12,610 | | |
$ | 2,034 | |
| (B) | Selling, General and Administrative Expense (SG&A) |
The unaudited pro forma adjustment to SG&A
is calculated as follows:
| | |
Year Ended
December 31, 2025 | |
| Depreciation expense adjustment (see Note A above) | |
$ | 1,379 | |
| Intangible asset amortization expense adjustment (see Note B1 below) | |
| 24,410 | |
| Share-based compensation expense adjustment (see Note B2 below) | |
| (9,009 | ) |
| Pro forma adjustment to selling, general and administrative expense | |
$ | 16,780 | |
| (B1) |
The pro forma intangible asset amortization expense adjustment reflects the recognition of additional amortization expense associated with the fair values of NV5’s intangible assets related to customer relationships, customer backlog, trade names, and developed technology net of the removal of NV5’s historical amortization expense related to intangible assets from previous acquisitions as outlined in the following table: |
| | |
Estimated Fair Value | | |
Estimated Weighted-Average
Useful Lives
(in years) | | |
Estimated Amortization
for the Year Ended
December 31, 2025 | |
| Customer relationships | |
$ | 590,000,000 | | |
14 | | |
$ | 25,278 | |
| Customer backlog | |
| 88,000,000 | | |
2 | | |
| 25,650 | |
| Tradenames | |
| 39,000,000 | | |
10 | | |
| 2,190 | |
| Developed technology | |
| 3,000,000 | | |
3 | | |
| 583 | |
| Total | |
$ | 720,000,000 | | |
| | |
$ | 53,701 | |
| Less: historical amortization (for the period from January 1, 2025 through August 3, 2025) | |
| | | |
| | |
| (29,291 | ) |
| Pro forma amortization expense adjustment | |
| | | |
| | |
$ | 24,410 | |
| (B2) |
The pro forma adjustment related to share-based compensation expense reflects the estimated incremental fair value measured as the difference between NV5’s historical unvested equity awards immediately before the Closing Date of the NV5 Acquisition and the new unvested TIC Solutions replacement awards as presented below: |
| | |
Year Ended
December 31,
2025 | |
| Share-based compensation expense for TIC Solutions replacement awards | |
$ | 10,654 | |
| Less: historical NV5 share-based compensation expense | |
| (19,663 | ) |
| Pro forma adjustment to share-based compensation expense | |
$ | (9,009 | ) |
The pro forma adjustment related to interest expense
reflects the interest expense on the $875.0 million of Amendment No. 2 Term Loans, including the estimated amortization of debt issuance
costs. The pro forma adjustment to record interest expense assumes the Amendment No. 2 Term Loans were entered into on January 1,
2024, and were outstanding for the entire year ended December 31, 2025. The interest rate assumed for purposes of preparing the pro
forma financial information was 7.6% based on SOFR, plus a margin of 2.75%. There are no amounts outstanding under the senior secured
revolving credit facility.
Total debt issuance costs of $23.2 million will
be amortized using the straight-line interest method over the term of the Amendment No. 2 Term Loans, as the difference was determined
to be immaterial as compared to the effective interest method. The following pro forma adjustment has been recorded to interest expense:
| | |
Year Ended
December 31,
2025 | |
| Estimated interest expense - Second Amendment(1) | |
$ | 37,513 | |
| Amortization of debt issuance costs | |
| 2,415 | |
| Financing pro forma adjustment to interest expense | |
$ | 39,928 | |
| | |
| | |
| Historical interest related to NV5 credit facility | |
$ | (9,037 | ) |
| Acquisition pro forma adjustment to interest expense | |
$ | (9,037 | ) |
| (1) |
As the interest rate is variable, actual interest expense may differ from the amounts assumed in the unaudited pro forma condensed combined statement of operations. An increase or decrease in interest rates by 12.5 basis points would result in a change in interest expense of approximately $1.1 million for the year ended December 31, 2025. |
The pro forma adjustment to income taxes reflects
the adjustment to our income tax expense resulting from the impact of the acquisition-related pro forma adjustments at the expected
statutory rate of 25% for the year ended December 31, 2025. All other tax expense amounts are stated at their historical amounts.
| (E) | Weighted-Average Shares Outstanding and Undistributed Loss Allocated to Series A Preferred Stock |
As the shares issued in the NV5 Acquisition are
already included in the historical year ended December 31, 2025, weighted-average shares outstanding of the Company from the date of issuance
on the Closing Date, the calculation of pro forma weighted-average shares outstanding for basic and diluted earnings per share assumes
that the shares issuable relating to the NV5 Acquisition were outstanding since January 1, 2024. As the unaudited pro forma condensed
combined statement of operations is in a net loss position, any potentially dilutive instruments would be anti-dilutive and thus
these instruments have been excluded from the computation of diluted loss per share.
The Company has determined that its Series A Preferred
Stock is a class of common shares. Accordingly, the Company has used the two-class method of computing earnings per share for its common
stock and the Series A Preferred Stock according to participation rights in undistributed earnings. Under this method, pro forma net loss
is allocated on a pro rata basis to the holders of our common stock and the Series A Preferred Stock. As such, given the pro forma combined net loss for the year ended December 31, 2025, of $138.2 million, the undistributed loss allocated
to the holders of the Series A Preferred Stock on a pro forma combined basis of $0.8 million was estimated based on the same pro rata
basis as that which is reflected in our historical financial statements for the year ended December 31, 2025.
