Executive Summary

Q2 revenue was $313.9M, up 1.5% YoY (2.0% organic), with Adjusted EBITDA of $54.6M (17.4% margin) and adjusted gross margin of 28.8%; GAAP net loss was ~$0.2M and GAAP diluted EPS was $(0.00) .
Closed the NV5 merger on Aug 4 (post-quarter), creating a ~$2B TICC and engineering services leader; financing included $875M new term loans (total first lien ~$1.6B) and an expanded revolver to $125M .
Versus S&P Global consensus: revenue beat ($313.9M* vs $308.4M*), but Primary EPS missed ($0.042* vs $0.106*) and EBITDA missed ($48.4M* vs $54.4M*)—note S&P “EBITDA” differs from company “Adjusted EBITDA” [Values retrieved from S&P Global].
Guidance: company is reviewing its consolidated outlook post-NV5 and will issue updated revenue and Adjusted EBITDA ranges with Q3 results in November; this update and tangible synergy delivery are likely near-term stock catalysts .

What Went Well and What Went Wrong

What Went Well
- Organic growth: 2.0% in Q2 and 4.6% in 1H, driven by new wins, deeper penetration, and strong call-out volumes .
- Integrated solutions momentum: specific wins in LNG baseline inspections plus remediation and bridge-mounted gas line recoating integrating engineering, rope access, and NDT; management highlighted cross-selling opportunities expanded by NV5 .
- Strategic combination with NV5: management emphasized minimal overlap, strong cross-sell potential, and indicated the $20M synergy target is conservative, with a dedicated integration office established to execute .
What Went Wrong
- Margin compression YoY: Adjusted EBITDA margin declined to 17.4% (vs 19.1% prior year) due to normalized business mix and incremental public-company costs .
- Non-GAAP normalization and one-time costs: public company build-out and acquisition-related expenses weighed on profitability; more transaction costs to flow in Q3 .
- Guidance paused: consolidated guidance withheld until Q3 post-merger; introduces interim uncertainty for estimates and models .

Financial Results

Metric	Q2 2024 (Predecessor)	Q1 2025 (Successor)	Q2 2025 (Successor)
Revenue ($M)	$309.3	$234.2	$313.9
Net Income ($M)	$(5.5)	$(25.8)	$(0.2)
GAAP Diluted EPS ($)	$(1.08) (Predecessor shares)	$(0.21)	$(0.00)
Adjusted EBITDA ($M)	$59.1	$25.9	$54.6
Adjusted EBITDA Margin (%)	19.1%	11.0%	17.4%
Adjusted Gross Margin (%)	29.1%	25.2%	28.8%
Organic Service Revenue Growth YoY (%)	N/A	7.2%	2.0%

Additional balance sheet and share data (Q2 2025): cash $130.1M, liquidity $199.2M, term loan debt $751.3M, and weighted-average diluted shares 122.5M .

Estimates vs Actuals (S&P Global definitions)

Metric	Consensus*	Actual*	Surprise*
Revenue ($M)	308.4	313.9	+5.5
Primary EPS ($)	0.106	0.042	−0.064
EBITDA ($M)	54.4	48.4	−6.0
Values retrieved from S&P Global.

Note: Company-reported “Adjusted EBITDA” ($54.6M) differs from S&P’s “EBITDA”; the company’s Adjusted EBITDA aligns with non-GAAP reconciliations in the 8-K .

KPIs and Operating Mix Callouts

Call-out work showed a slight uptick QoQ with containment-related inspection volumes in automotive; run-and-maintain grew and remains the stickiest recurring base; outage work was lower due to timing .
Adjusted SG&A as % of revenue: 11.6% in Q2 2025 vs 9.9% prior year; 12.8% in 1H 2025 vs 11.3% prior year, reflecting public company and integration costs .

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue Growth (YoY)	FY 2025	Low-to-mid single-digit growth reiterated in Q1	Consolidated guidance under review; updated ranges (revenue and Adjusted EBITDA) to be provided with Q3 results in November	Suspended/reviewing post-merger
Adjusted EBITDA	FY 2025	Not provided	To be guided with Q3 (consolidated)	Deferred
Net Leverage Target	LT	Under 3.0x long-term target (post-close starting ~4.1x LTM)	Unchanged	Maintained
Synergies (Cost)	LT	N/A	~$20M initial synergy estimate viewed as conservative; to update as integration progresses	Positive bias

Earnings Call Themes & Trends

Topic	Previous Mentions (Q-2 and Q-1)	Current Period (Q2 2025)	Trend
AI/Data Centers & Geospatial	Q-2: N/A; Q-1: Not highlighted	Strong organic growth in data centers across APAC and U.S.; expansion into power delivery; cross-sell drone/LiDAR and building digitization	Improving demand, broadening scope
Supply Chain/Outage Mix	Q-2: N/A; Q-1: Run-and-maintain mix drove lower margins	Call-out slightly higher; outage lower on timing; run-and-maintain grew and remains stable base	Stable with timing variability
Tariffs/Macro	Q-2: N/A; Q-1: General macro caution but resilient recurring revenue	Resilient across end-markets; some chemical customers cautious; modest uptick in fabrication/manufacturing	Resilient with pockets of caution
Regulatory/Compliance	Q-2: N/A; Q-1: Compliance-driven recurring services	Emphasis on mandated services (NV5 side) mitigating downturn risk	Stable/Supportive
Integration/Synergies	Q-2: N/A	Dedicated IMO launched; $20M synergy seen as conservative; cross-sell examples already booked	Positive momentum
R&D/Technology Enablement	Q-2: N/A	Tech-enabled inspection, geospatial analytics, and turnkey asset lifecycle offerings highlighted	Expanding capabilities

Note: “Q-2” refers to the quarter two periods prior (Q4 2024); no standalone Q4 2024 earnings materials identified in the filings dataset.

Management Commentary

“We delivered year-over-year top line growth and stable adjusted gross margins… Strong performance in callout work… We also expanded our share of wallet and service offerings with existing customers” — Tal Pizzey, CEO .
“The successful completion of our merger with NV5 marks a transformative milestone… combining our expertise in industrial inspection and mitigation with NV5’s geospatial and engineering capabilities across the full asset lifecycle” — Tal Pizzey, CEO .
“The combination… will enable deeper customer partnerships and unlock substantial cross selling opportunities… the $20 million synergy estimate we’ve shared is frankly conservative” — Robert A.E. Franklin, Executive Chairman .
“Adjusted EBITDA… margin of 17.4%… current year margin reflects a more normalized business mix and planned incremental public company costs” — Kristin Schultes, CFO .

Q&A Highlights

Margin normalization and mix: Q2 margin viewed as typical; Q1 margin was suppressed by staffing and utilization dynamics; outage work seasonally higher in Q2/Q3 .
One-time/public company costs: Ongoing public company build-out and transaction costs in Q2 with additional transaction-related costs expected in Q3; benefits expected as NV5 accelerates infrastructure .
Cross-selling proofs: Early wins in drone/LiDAR geospatial, pipeline integrity, building digitization training/capacity, and a $31M joint proposal spanning engineering and inspection .
Macro resilience: Stable across end-markets with some caution in chemicals; NV5 focused on mandated services to withstand downturns .
Synergies: Integration office established; synergy view moving beyond initial $20M as they build a bottoms-up plan into November update .

Estimates Context

Revenue modestly beat S&P consensus; Primary EPS and EBITDA missed; note that S&P “Primary EPS” and “EBITDA” definitions differ from company GAAP EPS and Adjusted EBITDA, respectively. This definitional gap explains the contrast between S&P EBITDA miss and the company’s strong Adjusted EBITDA presentation . Values retrieved from S&P Global.
With consolidated guidance deferred to Q3, Street models will likely incorporate: (i) combined company pro forma revenue/EBITDA starting in Q4, (ii) synergy run-rate ramp in 2026, and (iii) deleveraging trajectory from ~4.1x toward <3.0x LT target .

Key Takeaways for Investors

Steady core plus tactical upside: Run-and-maintain and call-out work underpinned stability; organic growth positive, though mix and public company costs trimmed margins YoY .
Integration as the narrative: NV5 merger materially expands TAM and cross-sell vectors; early commercial wins and a conservative $20M synergy baseline set up for upward revisions .
Modeling caution near term: Lack of consolidated guidance until Q3 injects uncertainty into near-term estimates; focus on November update as a catalyst .
Watch the definitions: Company highlights Adjusted EBITDA; Street tracks EBITDA and Primary EPS—expect communications to explicitly bridge GAAP, EBITDA, and Adjusted EBITDA to reduce confusion .
Deleveraging path: Starting around ~4.1x post-close, management targets <3x long term, with cash generation and synergy capture as key enablers .
End-market resilience: Mandated/compliance-driven services, plus infrastructure and data center exposure, support cycle resistance and multi-year demand .
Near-term trading setup: November consolidated guidance and quantified synergy roadmap are the key stock-moving events, with incremental integration updates a secondary driver .

Appendix: Additional Data Points

Liquidity and leverage (Q2): $199.2M liquidity (incl. $130.1M cash), $751.3M term loan debt (pre-merger); post-close first lien term loans ~$1.6B, revolver expanded to $125M .
Share count: 121.5M basic / 122.5M diluted average in Q2; post-close shares outstanding 200.6M as of Aug 12 (reflects NV5 issuance) .

Citations

Q2 2025 8-K/press release and financials .
Q2 2025 earnings call transcript .
Q1 2025 8-K/press release for prior-quarter context .

ACUREN CORP (TIC)·Q2 2025 Earnings Summary