TIC Solutions, Inc.TIC
TIC Solutions, Inc. Earnings Per Share Disclosure
EARNINGS PER SHARE
Successor Period
Net income is allocated between the Company’s common stock and other participating securities (excluding unvested restricted stock awards) based on their participation rights. The Company has determined that its Series A Preferred Stock represent participating securities and are a class of common stock. As such, the Company uses the two-class method of computing earnings per share. Under this method, net income (or loss) is allocated between the holders of common stock and the holder of the Series A Preferred Stock based on their respective participation rights.
Given that holders of Series A Preferred Stock participate in net losses on a 1:1 basis with holders of common stock, the allocation of net losses under the two-class method is equivalent to the allocation of net losses that would result under the if-converted method. Consequently, there is no difference between basic and diluted net loss per share of common stock, which also excludes all potential common stock equivalents as their impact on diluted net loss per share would be anti-dilutive.
The following table sets forth the computations of basic and diluted loss per share of common stock and Series A Preferred Stock using the two-class method and the if-converted method, respectively, for the year ended December 31, 2025 and the period July 30 through December 31, 2024.
| Successor | |||||||||||
| Year Ended December 31, 2025 | July 30 through December 31, 2024 | ||||||||||
| Basic Shares: | |||||||||||
| Numerator: | |||||||||||
| Net loss | $ | (87,116) | $ | (105,452) | |||||||
| Accrued Series A Preferred Stock dividend | (6,757) | — | |||||||||
| Undistributed loss allocated to Series A Preferred Stock | 596 | 861 | |||||||||
| Net loss available to holders of Common Stock | $ | (93,277) | $ | (104,591) | |||||||
| Denominator: | |||||||||||
| Weighted average common stock outstanding – basic | 156,600,421 | 121,454,845 | |||||||||
| Weighted average Series A Preferred Stock outstanding – basic | 1,000,000 | 1,000,000 | |||||||||
| Basic loss per common stock | $ | (0.60) | $ | (0.86) | |||||||
| Basic income (loss) per Series A Preferred Stock | $ | 6.16 | $ | (0.86) | |||||||
| Dilutive Shares: | |||||||||||
| Numerator: | |||||||||||
| Undistributed loss allocated to common stock | $ | (93,277) | $ | (104,591) | |||||||
| Accrued Series A Preferred Stock dividend (anti-dilutive) | — | — | |||||||||
| Undistributed loss allocated to Series A Preferred Stock | (596) | (861) | |||||||||
| Total undistributed loss | $ | (93,873) | $ | (105,452) | |||||||
| Denominator: | |||||||||||
| Weighted average Common Stock outstanding – basic | 156,600,421 | 121,454,845 | |||||||||
| Add: dilutive securities | |||||||||||
| Share Options | — | — | |||||||||
| Warrants | — | — | |||||||||
| Restricted Stock Units | — | — | |||||||||
| Series A Preferred Stock | 1,000,000 | 1,000,000 | |||||||||
| Weighted average common stock outstanding – diluted | 157,600,421 | 122,454,845 | |||||||||
| Weighted average Series A Preferred Stock outstanding – diluted | 1,000,000 | 1,000,000 | |||||||||
| Diluted loss per common stock | $ | (0.60) | $ | (0.86) | |||||||
| Diluted income (loss) per Series A Preferred Stock | $ | 6.16 | $ | (0.86) | |||||||
For the year ended December 31, 2025, the accrued Series A Preferred Stock dividend was excluded from the numerator of diluted earnings per share as the impact would have been anti-dilutive. For the year ended December 31, 2025 and the period July 30 through December 31, 2024, the Company excluded the following potentially dilutive shares from the computation of diluted loss per common stock as the impact would have been anti-dilutive:
| Successor | |||||||||||
| Potentially dilutive securities | Year Ended December 31, 2025 | July 30 through December 31, 2024 | |||||||||
| Stock options | 1,457 | 125,000 | |||||||||
| Warrants | 53,225 | 18,264,876 | |||||||||
| Restricted stock awards | 1,562,849 | — | |||||||||
| Restricted stock units | 1,917,111 | 1,605,000 | |||||||||
Predecessor Period
Basic and diluted loss per common share for the periods presented below were calculated as follows:
| Predecessor | |||||||||||
| January 1 through July 29, 2024 | Year Ended December 31, 2023 | ||||||||||
| Basic and dilutive shares: | |||||||||||
| Numerator: | |||||||||||
| Net loss | $ | (15,703) | $ | (6,289) | |||||||
| Net loss available to holders of common stock | $ | (15,703) | $ | (6,289) | |||||||
| Denominator: | |||||||||||
| Weighted average common stock outstanding – basic | 5,024,802 | 5,024,802 | |||||||||
| Dilutive shares from stock options | — | — | |||||||||
| Weighted average common stock outstanding – diluted | 5,024,802 | 5,024,802 | |||||||||
| Basic loss per common stock | $ | (3.13) | $ | (1.25) | |||||||
| Diluted loss per common stock | $ | (3.13) | $ | (1.25) | |||||||
For the period January 1 through July 29, 2024, and the year ended December 31, 2023, 228,522 and 100,413 potentially dilutive shares related to stock options were excluded from the computation of diluted earnings per share as their impact would be anti-dilutive.
Additionally, the Company had outstanding stock options that were eligible to vest on achievement of certain market thresholds upon a change of control. For the Predecessor period ended July 29, 2024 and the year ended December 31, 2023, the contingently issuable potential shares were excluded from the computation of basic and diluted earnings per share as the contingency was not met as of the end of the reporting periods. These excluded shares were as follows:
| Outstanding as of | |||||||||||
| July 29, 2024 | December 31, 2023 | ||||||||||
| Tranche B Options | 180,828 | 186,933 | |||||||||
| Tranche C Options | 55,872 | 55,872 | |||||||||
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About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.