v3.25.4
Business Combinations
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations BUSINESS COMBINATIONS
2025 Acquisitions (Successor)
NV5 Acquisition
On August 4, 2025, the Company completed its acquisition of NV5 Global, Inc. (“NV5”) pursuant to the Agreement and Plan of Merger dated May 14, 2025 (“the NV5 Merger Agreement”).
In conjunction with the NV5 Acquisition, the Company completed a reorganization of the Company’s reportable segments to align with the service offerings of the combined entity. Accordingly, the post-acquisition results of NV5 are reported within the Company’s Consulting Engineering and Geospatial reportable segments, and the Company’s historical United States and Canada reportable segments have been combined into the Inspection and Mitigation reportable segment. “See Note 19. Segment Reporting” for further discussion regarding the Company’s reorganization and revised reportable segments.
The aggregate purchase consideration paid to the shareholders of NV5 (the “Sellers”) totaled $1.7 billion, including: (i) a cash payment at the Closing Date of $870.9 million, (ii) the issuance of 73.2 million shares of common stock to NV5 stockholders with an estimated fair value of $768.3 million, and, (iii) the replacement of $76.5 million of unvested NV5 share-based awards, of which $29.7 million was attributable to pre-combination services. The Company funded the cash portion of the purchase price with a new term loan in an aggregate principal amount of $875.0 million and cash on hand. In conjunction with the debt financing, the Company incurred $21.9 million in debt issuance costs that were capitalized and will be amortized using the effective interest method over the remaining term of the Term Loans (as defined in “Note 12. Long-Term Debt”). The Company also increased the amount of its existing senior secured revolving credit facility to $125.0 million (the “Revolving Credit Facility”) and incurred debt issuance costs of $1.3 million related to the Revolving Credit Facility which will be amortized on a straight-line basis over the remaining term of the Revolving Credit Facility.
The NV5 Acquisition was accounted for under the acquisition method of accounting. 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 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.
The excess of the purchase price over the preliminary fair value of the tangible and intangible net assets acquired and liabilities assumed has been recorded as goodwill. The goodwill balance is primarily attributed to the assembled workforce, expansion of service offerings, market opportunities and synergies expected to be achieved from the combined operations of the Company and NV5. The Company has preliminarily assigned goodwill amounts of approximately $15.4 million, $515.0 million, $233.1 million to the Inspection and Mitigation, Consulting Engineering and Geospatial segments, respectively (see “Note 8. Goodwill”). Goodwill of $76.1 million is expected to be deductible for income tax purposes.
The following table summarizes the preliminary estimated fair value of consideration transferred and the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of the NV5 Acquisition:
Total
Cash consideration$870,911 
Equity consideration768,304 
Replacement of share-based awards29,744 
Total consideration$1,668,959 
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents$58,958 
Accounts receivables186,228 
Contract assets123,428 
Prepaid expenses and other current assets33,536 
Property and equipment80,557 
Operating lease right-of-use assets33,464 
Intangible assets720,000 
Other assets4,560 
Accounts payable(40,350)
Accrued expenses and other current liabilities(98,830)
Contract liabilities(47,694)
Other liabilities(10,569)
Deferred tax liabilities(97,935)
Lease liabilities(39,908)
Total identifiable net assets acquired$905,445 
Goodwill$763,514 
As of December 31, 2025, the Company made measurement period adjustments of $75.3 million, primarily related to a reduction in the estimated fair value of identifiable intangible assets of $101.9 million, partially offset by the change in the related deferred tax liability of $30.9 million. The impact to the period ended September 30, 2025 was not material as a result of the measurement period adjustments.
As part of the purchase price allocation, the Company determined the identifiable intangible assets included customer relationships, customer backlog, trade name, and developed technology. Management used the multi-period excess earnings method to estimate the fair value of the customer relationships, which utilized the following significant assumptions and inputs: revenue growth rates, EBITDA margins, attrition rates, probability of renewal, contributory asset charges, income tax rates, depreciation and discount rates.
The following table summarizes the preliminary fair value of the identifiable intangible assets:
Total
Customer relationships$590,000 
Customer backlog88,000 
Trade name39,000 
Developed technology3,000 
Total intangible assets$720,000 
The weighted useful lives over which the intangible assets will be amortized are estimated as follows: 15 years for customer relationships, 2 years for customer backlog, 10 years for the trade name, and 3 years for developed technology.
The consolidated financial statements include the results of operations of NV5 following the consummation of the NV5 Acquisition from the date of the acquisition. All of the revenues and earnings of the Company’s Consulting Engineering and Geospatial reportable segments are attributable to the NV5 acquired business. Revenues recognized from the NV5 Acquisition in the Company’s consolidated financial statements for the year ended December 31, 2025 were $431.4 million. Income before tax from the NV5 Acquisition included in the Company’s consolidated financial statements for the year ended December 31, 2025 was $3.2 million.
In conjunction with the NV5 Acquisition, the Company incurred transaction costs of $24.7 million, which were expensed and included in “Transaction costs” in the consolidated statement of operations.
Pro Forma Consolidated Financial Information
The following table presents the unaudited, pro forma consolidated results of operations of the Company for the years ended December 31, 2025 and 2024 as if the NV5 Acquisition and related financing had occurred as of January 1, 2024, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of the NV5 business and are not necessarily indicative of what the Company’s operating results would have been had the NV5 Acquisition and related financing taken place on January 1, 2024.
Year Ended
December 31, 2025December 31, 2024
Revenue$2,111,086 $2,038,658 
Net loss$(116,634)$(201,538)
Pro forma financial information is presented as if the operations of NV5 had been included in the consolidated results of the Company since January 1, 2024, and gives effect to transactions that are directly attributable to the NV5 Acquisition and related financing. Adjustments, net of related tax impacts, include: additional depreciation and amortization expense related to the fair value of acquired property and equipment and intangible assets as if such assets were acquired on January 1, 2024; movement of transaction costs between reporting periods; interest expense under the Company’s Term Loans (defined in “Note 12. Long-Term Debt”) as if the amount borrowed to partially finance the purchase price was borrowed on January 1, 2024.
Other 2025 Acquisition Activity
During the year ended December 31, 2025, the Company completed seven other business combinations, which were not significant to the consolidated financial statements, either individually or in the aggregate. Total aggregate consideration was $43.6 million. Revenues recognized and income before income tax provision from these acquisitions in the Company’s consolidated financial statements for the year ended December 31, 2025 were immaterial. The Company recorded a total $15.7 million of goodwill related to these acquisitions, of which $9.7 million was assigned to the Inspection and Mitigation reportable segment, $1.9 million was assigned to the Consulting Engineering reportable segment, and $4.1 million was assigned to the Geospatial reportable segment. 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.
2024 Acquisitions
Successor Period
On July 30, 2024, the Company completed the Acuren Acquisition, whereby it obtained control of ASP Acuren and concurrently changed its name to Acuren Corporation. The aggregate purchase consideration transferred to the shareholders of ASP Acuren (the “Sellers”) totaled $1.9 billion, which included: i) a cash payment made at the Closing Date of $1.9 billion, of which $5.2 million was subsequently returned to the Company related to a net working capital adjustment and settlement between the Company and Sellers (recognized as a measurement period adjustment) and ii) 0.4 million Acuren British Virgin Islands ordinary shares of the Company (which were converted into common stock pursuant to the Company’s Domestication (as defined below) with an estimated fair value of $4.0 million.
The Acuren Acquisition was accounted for under the acquisition method of accounting. The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values, with the exception of deferred income tax assets acquired and liabilities assumed, contract assets and liabilities, certain lease related assets and liabilities, and indemnification assets. The final determination of the fair value of assets and liabilities was completed within the one-year measurement period as required by ASC 805.
The excess of the purchase price over the fair value of the tangible and intangible net assets acquired and liabilities assumed has been recorded as goodwill. The Company assigned goodwill amounts of approximately $865.6 million to the Inspection and Mitigation segment, respectively. Goodwill is not deductible for tax purposes.
The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Total
Cash consideration$1,871,642 
Equity consideration4,000 
Total estimated consideration$1,875,642 
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents49,456 
Accounts receivables, net270,849 
Prepaid and other current assets9,302 
Property, plant and equipment, net199,760 
Lease assets27,530 
Intangible assets, net775,000 
Other assets13,674 
Deferred tax asset813 
Accounts payable(17,035)
Accrued expenses and other current liabilities(76,446)
Deferred tax liability(167,944)
Lease obligations(54,900)
Other liabilities(20,016)
Total identifiable net assets1,010,043 
Goodwill$865,599 
The following table summarizes the fair value of the identifiable intangible assets:
Total
Customer relationships
$670,000 
Trade names and trademarks
100,000 
Technology
5,000 
Total intangible assets
$775,000 
As part of the purchase price allocation, the Company determined the identifiable intangible assets included customer relationships, trade names and trademarks, and technology. The fair value of the customer relationships and trade names and trademarks was estimated using variations of the income approach. The estimated useful lives over which the intangible assets will be amortized are as follows: customer relationships 15 years, trade names and trademarks 15 years, and technology 5 years.
In conjunction with the Acuren Acquisition, the Company incurred approximately $14.0 million of transaction expenses prior to the closing. These costs were expensed as incurred and recognized in the income statement of Admiral Acquisition Limited prior to the business combination. Since the Predecessor period for purposes of these financial statements was deemed to be the historical results of ASP Acuren, these transaction costs are not presented in the consolidated statement of comprehensive income (loss) for the Predecessor periods. However, these transaction costs are reflected in the Company’s accumulated deficit balance as of July 30, 2024 (Successor). For the period from July 30, 2024 through December 31, 2024 (Successor), the Company incurred approximately $36.0 million of transaction costs in conjunction with or subsequent to the closing of the Acuren Acquisition which were expensed as incurred and included an investment banking success fee in the amount of $11.6 million that was contingent upon the successful closing of the Acuren Acquisition.
For the period from January 1, 2024 through July 29, 2024 (Predecessor), ASP Acuren incurred pre-acquisition transaction costs of approximately $5.2 million of legal and advisory costs recognized in transaction costs in the Predecessor consolidated statement of operations and other comprehensive income (loss). In addition to the transaction costs that were expensed, ASP Acuren incurred and paid investment banking success fees totaling approximately $40.4 million. These fees were contingent upon the successful completion of the Acuren Acquisition and did not include any future service requirements. As such, these costs are presented “on the line” and are not reflected in either Predecessor or Successor consolidated statements of operations and other comprehensive income (loss). “On the line” describes those expenses triggered by the consummation of a business combination that were incurred by the acquiree, that are not recognized in the results of operations of either the Predecessor or Successor as they are not directly attributable to either period but instead were contingent on the business combination.
The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the year ended December 31, 2024 and 2023 as if the Acuren Acquisition and related financing had occurred as of January 1, 2023, after giving effect to certain purchase accounting and financing adjustments. These amounts are based on financial information of ASP Acuren and is not necessarily indicative of what Company’s operating results would have been had the Acuren Acquisition and related financing taken place on January 1, 2023.
Year Ended
December 31, 2024December 31, 2023
Net revenue$1,097,393 $1,050,057 
Net loss(26,075)(155,315)
Successor and Predecessor periods have been combined in the pro forma results for the year ended December 31, 2024 with pro forma adjustments to adjust for the different basis in accounting between the Successor and the Predecessor. Pro forma adjustments to give effect as of January 1, 2023 include additional depreciation and amortization expense to reflect the fair value of identified assets acquired, the effects of financing from the Company’s senior loan facility, adjustments to certain income and expenses, and the income tax impact of these adjustments.
Predecessor Period
For the periods from January 1 to July 29, 2024 (Predecessor), the Company completed three business combinations, which were not significant, either individually or in the aggregate. Total cash consideration was $47.6 million. Revenues recognized from these acquisitions included in the Company’s financial statements for the period from January 1 to July 29, 2024 (Predecessor) were $9.8 million. Income before income tax provision from these acquisitions for the period from January 1 to July 29, 2024 (Predecessor) was not significant. The Company recorded a total $22.2 million of goodwill related to these acquisitions.
2023 Acquisitions (Predecessor Period)
During the year ended December 31, 2023 the Company acquired one business for total consideration of $6.0 million of cash. The Company recorded $2.6 million of goodwill. The amount of revenues and income before income tax provision from this acquisition was not significant.