TIC Solutions (TIC) Registration Filing summary

Company overview and business model

• Provides tech-enabled Testing, Inspection, Certification and Compliance (TICC), engineering, and geospatial services, primarily in North America, with a focus on mission-critical, compliance-driven, and recurring services for industrial, infrastructure, and public sector clients.

• Operates through three segments: Inspection and Mitigation, Consulting Engineering, and Geospatial, following the acquisition of NV5.

• Serves a diversified client base across public and private sectors, including federal, state, and municipal agencies, utilities, and industrial markets.

• Business model emphasizes recurring revenue, long-term contracts, and integrated service offerings across the asset lifecycle.

Financial performance and metrics

• For the six months ended June 30, 2025: service revenue $548.1M, gross profit $117.8M, net loss $26.0M.

• For the year ended December 31, 2024: service revenue $1.1B, gross profit $253.4M, net loss $140.1M (pro forma combined with NV5: $2.04B revenue, $733.9M gross profit, net loss $200.4M).

• NV5 contributed $941.3M in revenue and $43.4M net income for 2024 prior to acquisition.

• As of June 30, 2025, total assets $2.24B, total liabilities $1.06B, stockholders’ equity $1.18B.

• Significant increase in debt to $1.6B post-NV5 acquisition; quarterly principal payments of $4.1M begin September 2025.

Use of proceeds and capital allocation

• No proceeds from the resale of shares by the selling stockholder; company may receive nominal proceeds from warrant exercises, to be used for general corporate purposes.

• $250M raised in October 2025 private placement used for general corporate purposes.

• Proceeds from new term loans used to finance the NV5 acquisition and related transaction costs.