TICAW — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-06

• We operate primarily in North America and serve a diversified base of clients across our principal end markets: oil and gas, industrials, buildings, power and utilities, infrastructure, natural resources, and aerospace and defense. Within these markets, we support oil sands, refining, midstream, and…

• Recent Developments and Certain Factors and Trends Affecting Results of Operations

• The Company completed four immaterial acquisitions during the periods presented which were not significant to our results of operations.

• We may experience increased costs associated with the recent developments around tariffs between the United States, Canada, and other international jurisdictions and will continue to monitor market conditions and respond accordingly. We also have observed some impact from inflationary pressures duri…

• Cost of revenues were $380.2 million for the three months ended June 30, 2026, an increase of $140.4 million, or 59%, compared to $239.8 million during the three months ended June 30, 2025. The increase was primarily driven by $150.7 million of incremental cost of revenues resulting from the NV5 Acq…

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• We operate primarily in North America and serve both private and public-sector clients. Our private-sector clients span industrial, infrastructure, construction, and commercial real estate end markets. Our public-sector clients include federal, state, and municipal agencies, public utilities, transp…

• Our Employee Stock Purchase Plan (“ESPP”) allows qualified employees to purchase designated shares of the our common stock at a price equal to 85% of the lesser of the fair market value of common stock at the beginning or end of each semi-annual stock purchase period. We did not issue any shares of …

• On March 10, 2026, our Board of Directors approved a share repurchase program of up to $200 million of our common stock. As of March 31, 2026, we have not repurchased any common stock under the share repurchase program. Our share repurchase program does not obligate us to purchase any shares.

• On August 4, 2025 (the “NV5 Closing Date”), we completed the NV5 Acquisition. NV5 is a global provider of infrastructure engineering, building systems, environmental consulting and geospatial analytics to private and public-sector clients in the infrastructure, utility services, construction, real e…

• The Company completed other immaterial acquisitions during the periods presented that also affect the comparability of its results of operations.

Text added vs the prior filing · source: 10-Q · 2026-08-06

• We manage our exposure to interest rate risk through the proportion of fixed-rate and variable-rate debt in our debt portfolio. To reduce our exposure to changes in interest rates on our variable-rate borrowings, we may enter into interest rate swap agreements that synthetically convert a portion of…

• As of June 30, 2026, we had $1.6 billion of outstanding variable-rate term-loan borrowings under our Credit Agreement. After giving effect to the interest rate swap agreement, $800.0 million of these borrowings was effectively subject to a fixed benchmark interest rate and $831.8 million remained su…

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• There have been no significant changes to our quantitative and qualitative disclosures about market risk as discussed in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk,” included in the 2025 Annual Report.

Text added vs the prior filing · source: 10-Q · 2026-08-06

• Management maintains and assesses the effectiveness of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These disclosure controls and procedures provide reasonable assurance that the informa…

• Based on this assessment, our CEO and CFO concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses previously disclosed in our 2025 Annual Report.

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• Management maintains and assesses the effectiveness of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These disclosure controls and procedures provide reasonable assurance that the informa…

• reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. These disclosure controls and procedures are also designed …

• Based on this assessment, our CEO and CFO concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective at a reasonable assurance level due to the material weaknesses previously disclosed in our 2025 Annual Report.

Text added vs the prior filing · source: 10-Q · 2026-08-06

• Effective August 3, 2026, the Company's Board of Directors appointed Leslie Warren, Vice President and Chief Accounting Officer, as the Company's principal accounting officer. Kristin Schultes, Chief Financial Officer, who previously served as the Company’s principal accounting officer, will relinqu…

• Ms. Warren, 38, joined TIC Solutions in June 2025. Prior to joining the Company, Ms. Warren was a Director at PricewaterhouseCoopers LLP within the Capital Markets and Accounting Advisory Services practice, working with public and private companies primarily in the energy industry. Ms. Warren’s prio…

• There is no arrangement or understanding between Ms. Warren and any other person pursuant to which Ms. Warren was appointed as principal accounting officer. There are no family relationships between Ms. Warren and any of the Company's directors or executive officers, and Ms. Warren is not a party to…

• During the three months ended June 30, 2026, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(d) of Regulation S-K.

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• During the three months ended March 31, 2026, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(d) of Regulation S-K.