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false 0001575828 0001575828 2024-04-25 2024-04-25
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): April 25, 2024
 
EXPRO GROUP HOLDINGS N.V.
(Exact Name of Registrant as Specified in Charter)
 
 
The Netherlands
001-36053
98-1107145
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)
 
1311 Broadfield Blvd., Suite 400
Houston, TX
 
77084
(Address of Principal Executive Offices)
 
(Zip code)
 
(713) 463-9776
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 210.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock,
€0.06 nominal value
XPRO
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


 
Item 7.01.          Regulation FD Disclosure.
 
As previously reported, on April 25, 2024, Expro Group Holdings N.V. (the “Company”) announced its results for the quarter ended March 31, 2024 (the “Original Earnings Release”). On the same day, the Company issued a press release (the “Revised Earnings Release”) to correct certain guidance information for the quarter ending June 30, 2024 that was contained in the Original Earnings Release. A copy of the Revised Earnings Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
 
The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
 
Item 9.01.          Financial Statements and Exhibits.
 
(d) Exhibits
 
 
Exhibit Number
Description of the Exhibit
 
99.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: April 25, 2024
EXPRO GROUP HOLDINGS N.V.
   
 
By:  /s/ Quinn P. Fanning
 
       Quinn P. Fanning
 
       Chief Financial Officer
   
 
 
EX-99.1 2 ex_660915.htm EXHIBIT 99.1 ex_660915.htm
 

Exhibit 99.1

 

ex_345013img001.jpg

 

PRESS RELEASE

 

FOR IMMEDIATE RELEASE

CORRECTING and REPLACING Expro Group Holdings N.V. Announces First Quarter 2024 Results

 

Revenue of $383 million, down 6% sequentially and up 13% year-over-year.

 

Net loss of $3 million, as compared to net loss of $12 million for the fourth quarter of 2023 and a net loss of $6 million for the first quarter of 2023. Net loss margin was (1)% for the first quarter of 2024, compared to (3)% for the fourth quarter of 2023.

 

Adjusted EBITDA1 of $67 million, down 20% sequentially and up 61% year-over-year. Adjusted EBITDA margin1 of 18%, compared to 21% for the fourth quarter of 2023.

 

Reaffirming full-year 2024 guidance of $1.6 to $1.7 billion of revenue and $325 to $375 million of Adjusted EBITDA, supported by the strong first quarter performance, contract awards, the recently completed PRT Offshore acquisition, and the pending Coretrax acquisition.

 

 

HOUSTON - April 25, 2024 –Sixth paragraph, last sentence of the release should read: Second quarter revenue is expected to reflect approximately 3% year-on-year growth and sequential growth of 7%, with Adjusted EBITDA Margin in an expected range of 20% to 21%, or up 200 to 300 basis points year-on-year and sequentially in both cases based on the mid-point of second quarter guidance (instead of Second quarter revenue is expected to reflect approximately 20% year-on-year growth and sequential growth of 8%, with Adjusted EBITDA Margin in an expected range of 20% to 21%, or up 200 to 300 basis points year-on-year and sequentially in both cases based on the mid-point of second quarter guidance).

 

 

The updated release reads:

 

EXPRO GROUP HOLDINGS N.V. ANNOUNCES FIRST QUARTER 2024 RESULTS

 

Revenue of $383 million, down 6% sequentially and up 13% year-over-year. 

 

Net loss of $3 million, as compared to net loss of $12 million for the fourth quarter of 2023 and a net loss of $6 million for the first quarter of 2023. Net loss margin was (1)% for the first quarter of 2024, compared to (3)% for the fourth quarter of 2023.

 

Adjusted EBITDA1 of $67 million, down 20% sequentially and up 61% year-over-year. Adjusted EBITDA margin1 of 18%, compared to 21% for the fourth quarter of 2023.

 

Reaffirming full-year 2024 guidance of $1.6 to $1.7 billion of revenue and $325 to $375 million of Adjusted EBITDA, supported by the strong first quarter performance, contract awards, the recently completed PRT Offshore acquisition, and the pending Coretrax acquisition.

 

 

HOUSTON - April 25, 2024 – Expro Group Holdings N.V. (NYSE: XPRO) (the “Company” or “Expro”) today reported financial and operational results for the three months ended March 31, 2024.

 

First Quarter 2024 Highlights

 

 

Revenue was $383 million compared to revenue of $407 million in the fourth quarter of 2023, a decrease of $24 million, or 6%, driven by lower activity primarily in the North and Latin America (“NLA”) and Europe and Sub-Saharan Africa (“ESSA”) segments, partially offset by higher revenue in the Middle East and North Africa (“MENA”). Consistent with historical patterns, revenue and profitability for the three months ended March 31, 2024, was negatively impacted by the winter season in the Northern Hemisphere and the budget cycles of our national oil company customers.
     
 

Net loss for the first quarter of 2024 was $3 million, or $0.02 per diluted share, compared to net loss of $12 million, or $0.11 per diluted share, for the fourth quarter of 2023. Net loss margin (defined as Net income (loss) as a percentage of revenue) was (1)% for the three months ended March 31, 2024 compared to (3)% for the three months ended December 31, 2023. Adjusted net income1 for the first quarter of 2024 was $10 million, or $0.09 per diluted share, compared to adjusted net income for the fourth quarter of 2023 of $7 million, or $0.06 per diluted share. 
     
 

Adjusted EBITDA was $67 million, a sequential decrease of $18 million, or 20%, primarily attributable to lower revenue and a less favorable activity mix, primarily in NLA and ESSA segments, partially offset by increased activity on higher-margin projects in MENA. Adjusted EBITDA margin for the first quarter of 2024 and the fourth quarter of 2023 was 18% and 21%, respectively.

     
 

Net cash provided by operating activities for the first quarter of 2024 was $30 million compared to net cash provided by operating activities of $33 million for the fourth quarter of 2023, primarily driven by a sequential decrease in Adjusted EBITDA of $18 million and non-repeat of dividends received from joint ventures in the fourth quarter of 2023 of $6 million, partially offset by a favorable movement in working capital of $21 million compared to the prior quarter.

 

Michael Jardon, Chief Executive Officer, noted “Expro has started 2024 in a strong position delivering solid financial results for the first quarter, with revenue surpassing expectations and Adjusted EBITDA consistent with the midpoint of guidance provided on our fourth quarter of 2023 earnings conference call. These results are encouraging for the full year 2024 outlook and a testament to our commitment to deliver excellence and innovation across all areas of operation.

 

“Our positive outlook is based on a constructive fundamental backdrop and increasing global demand for cost effective technology-enabled services and solutions. While we expect reduced activity in the US land market for the next several quarters, we believe international and offshore markets are in the early stages of a multi-year growth phase and that strong business momentum will be sustained across Expro’s geo-markets and product lines for at least the next several years. In the first quarter we captured more than $230 million of work globally and our backlog remained stable quarter-over -quarter at approximately $2 billion.

 

1.     A non-GAAP measure.

 

1

 

“In the first quarter, we announced that Expro entered into a definitive agreement to acquire Coretrax, a technology leader in performance drilling tools and wellbore cleanup, well integrity and production optimization solutions. Coretrax has a complementary offering to Expro with little overlap and will broaden our services and solutions offered through our Well Construction and Well Intervention & Integrity product lines, adding significant value to our clients from innovative technologies that reduce risk and cost, improve drilling efficiency, extend the life of existing well stock, and optimize production. As we near completion of the acquisition of Coretrax, integration planning is underway, and we look forward to John Fraser and team joining the Expro family. 

 

“We continue to gain momentum across carbon capture, utilization and storage (CCUS) with Expro participating in Japan’s first clean hydrogen production demonstration project. Expro's comprehensive scope of services will support the project's goal of reducing carbon emissions while advancing clean energy solutions as we play our part as a citizen of the world.

 

“As we look ahead, Expro is well positioned for additional margin expansions in our drilling and completions levered businesses, which will drive improved group profitability and shareholder returns. Based on recent performance, good dialog with customers and a positive market outlook, we are comfortable reiterating 2024 guidance for revenues of between $1,600 million and $1,700 million. Adjusted EBITDA in 2024 is expected to be between $325 million and $375 million, and Adjusted EBITDA margin is expected to be between 20% and 22%. Full-year guidance assumes our proposed acquisition of Coretrax will be completed at the beginning of the third quarter, with some upside tied to a possible closing of the transaction a month or two earlier than this assumption. Second quarter revenue is expected to reflect approximately 3% year-on-year growth and sequential growth of 7%, with Adjusted EBITDA Margin in an expected range of 20% to 21%, or up 200 to 300 basis points year-on-year and sequentially in both cases based on the mid-point of second quarter guidance.”

 

Notable Awards and Achievements

 

In the NLA region, we worked with a major operator to help optimize critical cementing operations, implementing our Rotating Plug Launcher to facilitate rotation during cementing and provide necessary cement competency and zonal isolation. This innovative solution not only enhanced safety but also standardized operations across a fleet of active drilling rigs, showcasing our ability to provide efficient and reliable services.

 

Expanding our presence in Eastern Europe and the Black Sea, the ESSA region secured three deepwater contracts in Romania, totaling more than$10 million. These contracts underscore our technical expertise and the trust clients place in our capabilities to deliver advanced technology solutions for their projects.

 

In the MENA region, Expro secured a significant contract for cementing accessories in Egypt’s deepwater market, featuring our wireless cement heads. This contract marks a pivotal step in promoting hands-free cementing operations globally, enhancing safety, efficiency, and operational speed.

 

Furthermore, Eni S.p.A.’s project to develop an onshore liquefied natural gas pre-treatment facility in Congo is progressing well, with the team achieving over one million manhours lost time injury free. This project exemplifies our commitment to safety and sustainable operations while contributing to the global energy transition.

 

 

2

 

 

Segment Results

 

Unless otherwise noted, the following discussion compares the quarterly results for the first quarter of 2024 to the results for the fourth quarter of 2023.

 

North and Latin America (NLA)

 

Revenue for the NLA segment was $130 million for the three months ended March 31, 2024, a decrease of $15 million, or 10%, compared to $145 million for the three months ended December 31, 2023. The decrease was primarily due to lower Well Construction revenue in the United States, Guyana and Mexico, partially offset by increased Well Intervention & Integrity revenue in the United States and Brazil and higher Well Flow Management revenue in Colombia.

 

Segment EBITDA for the NLA segment was $34 million, or 26% of revenues, during the three months ended March 31, 2024, a decrease of $10 million, or 22%, compared to $44 million or 30% of revenues during the three months ended December 31, 2023. The decrease in Segment EBITDA and Segment EBITDA margin was attributable to lower activity and activity mix during the three months ended March 31, 2024.

 

Europe and Sub-Saharan Africa (ESSA)

 

Revenue for the ESSA segment was $122 million for the three months ended March 31, 2024, a decrease of $12 million, or 9%, compared to $134 million for the three months ended December 31, 2023. The decrease in revenues was primarily driven by lower Well Flow Management revenue in Congo, lower Subsea Well Access revenue in the Western and Central Africa, and lower Well Construction revenue in the UK and Angola, partially offset by higher Well Intervention & Integrity revenue in the UK and higher Well Flow Management revenue in Norway and Denmark.

 

Segment EBITDA for the ESSA segment was $25 million, or 21% of revenues, for the three months ended March 31, 2024, a decrease of $16 million, or 39%, compared to $41 million, or 31% of revenues, for the three months ended December 31, 2023. The decrease in Segment EBITDA and Segment EBITDA margin was attributable to a combination of lower activity, activity mix and reduced margin recognized on our pre-treatment facility project in Congo during the three months ended March 31, 2024.

 

Middle East and North Africa (MENA)

 

Revenue for the MENA segment was $71 million for the three months ended March 31, 2024, an increase of $6 million, or 9%, compared to $65 million for the three months ended December 31, 2023. The increase in revenue was driven higher Well Flow Management revenue in Algeria and Saudi Arabia, partially offset by lower Well Construction revenue in Morocco.

 

Segment EBITDA for the MENA segment was $25 million, or 34% of revenues, for the three months ended March 31, 2024, an increase of $3 million, or 15%, compared to $21 million, or 32% of revenues, for the three months ended December 31, 2023. The increase in Segment EBITDA and Segment EBITDA margin was primarily due to increased activity on higher-margin projects and a more favorable activity mix during the three months ended March 31, 2024.

 

Asia Pacific (APAC)

 

Revenue for the APAC segment was $60 million for the three months ended March 31, 2024, a decrease of $2 million, or 4%, compared to $62 million for the three months ended December 31, 2023. The decrease in revenue was primarily due to lower Well Flow Management, Well Intervention & Integrity and Subsea Well Access revenue in Malaysia, offset by higher Subsea Well Access revenue in China and Australia, and higher Well Flow Management revenue in Australia and Thailand.

 

Segment EBITDA for the APAC segment was $11 million, or 18% of revenues, for the three months ended March 31, 2024, an increase of $6 million, compared to $5 million, or 9% of revenues, for the three months ended December 31, 2023. The increase in Segment EBITDA is attributable primarily to higher activity.

 

 

3

 

Other Financial Information

 

The Company’s capital expenditures totaled $31 million in the first quarter of 2024, of which approximately 90% were used for the purchase and manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs. Expro plans for capital expenditures in the range of approximately $100 million to $110 million for the remainder of 2024.

 

As of March 31, 2024, Expro’s consolidated cash and cash equivalents, including restricted cash, totaled $165 million. The Company had outstanding long-term borrowings of $40 million as of March 31, 2024. The Company’s total liquidity as of March 31, 2024 was $291 million. Total liquidity includes $127 million available for drawdowns as loans under the Company’s revolving credit facility.

 

Expro’s provision for income taxes for both the first quarter of 2024 and the fourth quarter of 2023 was approximately $12 million and $13 million. The Company’s effective tax rate on a U.S. generally accepted accounting principles (“GAAP”) basis for the three months ended March 31, 2024, also reflects liability for taxes in certain jurisdictions that tax on an other than pre-tax profits basis, including so-called “deemed profits” regimes.

 

On October 6, 2023, the Company amended and restated its revolving credit facility pursuant to an amendment and restatement agreement with DNB Bank ASA, London Branch, as agent, in order to extend the maturity of the facility for a further 36 months and increase the total commitments to $250 million, of which $167 million is available for drawdowns as loans and $83 million is available for letters of credit. The Company has the ability to increase the commitments to $350 million.

 

The financial measures provided that are not presented in accordance with GAAP are defined and reconciled to their most directly comparable GAAP measures. Please see “Use of Non-GAAP Financial Measures” and the reconciliations to the nearest comparable GAAP measures.

 

Additionally, downloadable financials are available on the Investor section of www.expro.com.

 

4

 

 

Conference Call

 

The Company will host a conference call to discuss first quarter 2024 results on Thursday, April 25, 2024, at 9:00 a.m. Central Time (10:00 a.m. Eastern Time).

 

Participants may also join the conference call by dialing:

 

U.S.: +1 (833) 470-1428

International: +1 (929) 526-1599

Access ID: 673250

 

To listen via live webcast, please visit the Investor section of www.expro.com.

 

The first quarter 2024 Investor Presentation is available on the Investor section of www.expro.com.

 

An audio replay of the webcast will be available on the Investor section of the Company’s website approximately three hours after the conclusion of the call and will remain available for a period of approximately 12 months.

 

To access the audio replay telephonically:

 

Dial-In: U.S. +1 (866) 813-9403 or +1 (929) 458-6194 

Access ID: 436305

Start Date: April 25, 2024, 10:00 a.m. CT

End Date: May 9, 2024, 10:59 p.m. CT

 

A transcript of the conference call will be posted to the Investor relations section of the Company’s website as soon as practicable after the conclusion of the call.

 

ABOUT EXPRO

 

Working for clients across the entire well life cycle, Expro is a leading provider of energy services, offering cost-effective, innovative solutions and what the Company considers to be best-in-class safety and service quality. The Company’s extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.

 

With roots dating to 1938, Expro has more than 8,000 employees and provides services and solutions to leading exploration and production companies in both onshore and offshore environments in approximately 60 countries.

 

For more information, please visit: www.expro.com and connect with Expro on X @ExproGroup and LinkedIn @Expro.

 

Contact:

 

Chad Stephenson – Director Investor Relations

+1 (713) 463-9776

InvestorRelations@expro.com

 

 

5

 

 

Forward-Looking Statements

 

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this release include statements, estimates and projections regarding the Company’s future business strategy and prospects for growth, cash flows and liquidity, financial strategy, budget, projections, guidance, operating results, environmental, social and governance goals, targets and initiatives, estimates and projections regarding the outcome and benefits of the proposed Coretrax acquisition, the Company’s ability to achieve the anticipated synergies as a result of the proposed Coretrax acquisition and the timing of the closing of the proposed Coretrax acquisition. These statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of performance. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Such assumptions, risks and uncertainties include the amount, nature and timing of capital expenditures, the availability and terms of capital, the level of activity in the oil and gas industry, volatility of oil and gas prices, unique risks associated with offshore operations (including the ability to recover, and to the extent necessary, service and/or economically repair any equipment located on the seabed), political, economic and regulatory uncertainties in international operations, the ability to develop new technologies and products, the ability to protect intellectual property rights, the ability to employ and retain skilled and qualified workers, the level of competition in the Company’s industry, global or national health concerns, including health epidemics, the possibility of a swift and material decline in global crude oil demand and crude oil prices for an uncertain period of time, future actions of foreign oil producers such as Saudi Arabia and Russia, inflationary pressures, the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations, and other guidance.

 

Such assumptions, risks and uncertainties also include the factors discussed or referenced in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC, as well as other risks and uncertainties set forth from time to time in the reports the Company files with the SEC. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, historical practice or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.

 

Use of Non-GAAP Financial Measures

 

This press release and the accompanying schedules include the non-GAAP financial measures of Adjusted EBITDA, Adjusted EBITDA margin, contribution, contribution margin, support costs, adjusted net income (loss), and adjusted net income (loss) per diluted share, which may be used periodically by management when discussing financial results with investors and analysts. The accompanying schedules of this press release provide a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated and presented in accordance with GAAP. These non-GAAP financial measures are presented because management believes these metrics provide additional information relative to the performance of the business. These metrics are commonly employed by financial analysts and investors to evaluate the operating and financial performance of Expro from period to period and to compare such performance with the performance of other publicly traded companies within the industry. You should not consider Adjusted EBITDA, Adjusted EBITDA margin, contribution, contribution margin, support costs, adjusted net income (loss) and adjusted net income (loss) per diluted share in isolation or as a substitute for analysis of Expro’s results as reported under GAAP. Because Adjusted EBITDA, Adjusted EBITDA margin, contribution, contribution margin, support costs, adjusted net income (loss) and adjusted net income (loss) per diluted share may be defined differently by other companies in the industry, the presentation of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

 

6

 

Expro defines Adjusted EBITDA as net income (loss) adjusted for (a) income tax expense, (b) depreciation and amortization expense, (c) severance and other expense, (d) merger and integration expense, (e) gain on disposal of assets, (f) other (income) expense, net, (g) stock-based compensation expense, (h) foreign exchange (gains) losses and (i) interest and finance (income) expense, net. Adjusted EBITDA margin reflects Adjusted EBITDA expressed as a percentage of total revenue.

 

Contribution is defined as total revenue less cost of revenue excluding depreciation and amortization expense, adjusted for indirect support costs and stock-based compensation expense included in cost of revenue. Contribution margin is defined as contribution divided by total revenue, expressed as a percentage. Support costs is defined as indirect costs attributable to supporting the activities of the operating segments, research and engineering expenses and product line management costs included in cost of revenue, excluding depreciation and amortization expense, and general and administrative expense, excluding depreciation and amortization expense, which represent costs of running the corporate head office and other central functions, including logistics, sales and marketing and health and safety, and does not include foreign exchange gains or losses and other non-routine expenses. 

 

The Company defines adjusted net income (loss) as net income (loss) before merger and integration expense, severance and other expense, stock-based compensation expense, and gain on disposal of assets, adjusted for corresponding tax benefits of these items. The Company defines adjusted net income (loss) per diluted share as net income (loss) per diluted share before merger and integration expense, severance and other expense, stock-based compensation expense, and gain on disposal of assets, adjusted for corresponding tax benefits of these items, divided by diluted weighted average common shares.

 

Please see the accompanying financial tables for a reconciliation of these non-GAAP measures to their most directly comparable GAAP measures.

 

7

 

 

EXPRO GROUP HOLDINGS N.V.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share data)

(Unaudited)

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

Total revenue

  $ 383,489     $ 406,750     $ 339,279  

Operating costs and expenses:

                       

Cost of revenue, excluding depreciation and amortization expense

    (308,487 )     (316,875 )     (289,647 )

General and administrative expense, excluding depreciation and amortization expense

    (19,213 )     (19,346 )     (13,285 )

Depreciation and amortization expense

    (40,146 )     (62,874 )     (34,737 )

Merger and integration expense

    (2,161 )     (5,432 )     (2,138 )

Severance and other expense

    (5,062 )     (8,901 )     (927 )

Total operating cost and expenses

    (375,069 )     (413,428 )     (340,734 )

Operating income (loss)

    8,420       (6,678 )     (1,455 )

Other income (expense), net

    485       4,774       (949 )

Interest and finance expense, net

    (3,152 )     (2,255 )     (1,298 )

Income (loss) before taxes and equity in income of joint ventures

    5,753       (4,159 )     (3,702 )

Equity in income of joint ventures

    3,858       5,117       2,436  

Income (loss) before income taxes

    9,611       958       (1,266 )

Income tax expense

    (12,288 )     (13,376 )     (5,085 )

Net loss

  $ (2,677 )   $ (12,418 )   $ (6,351 )
                         

Net loss per common share:

                       

Basic and diluted

  $ (0.02 )   $ (0.11 )   $ (0.06 )

Weighted average common shares outstanding:

                       

Basic and diluted

    110,176,460       110,325,863       108,854,709  

 

8

 

 

EXPRO GROUP HOLDINGS N.V.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

   

March 31,

   

December 31,

 
   

2024

   

2023

 

Assets

               

Current assets

               

Cash and cash equivalents

  $ 163,221     $ 151,741  

Restricted cash

    1,313       1,425  

Accounts receivable, net

    438,941       469,119  

Inventories

    164,325       143,325  

Income tax receivables

    28,968       27,581  

Other current assets

    65,628       58,409  

Total current assets

    862,396       851,600  
                 

Property, plant and equipment, net

    500,331       513,222  

Investments in joint ventures

    71,001       66,402  

Intangible assets, net

    229,574       239,716  

Goodwill

    247,687       247,687  

Operating lease right-of-use assets

    68,022       72,310  

Non-current accounts receivable, net

    9,179       9,768  

Other non-current assets

    12,064       12,302  

Total assets

  $ 2,000,254     $ 2,013,007  
                 
                 

Liabilities and stockholders’ equity

               

Current liabilities

               

Accounts payable and accrued liabilities

  $ 299,094     $ 326,125  

Income tax liabilities

    47,688       45,084  

Finance lease liabilities

    2,012       1,967  

Operating lease liabilities

    16,885       17,531  

Other current liabilities

    100,110       98,144  

Total current liabilities

    465,789       488,851  
                 

Long-term borrowings

    40,000       20,000  

Deferred tax liabilities, net

    21,636       22,706  

Post-retirement benefits

    8,697       10,445  

Non-current finance lease liabilities

    15,824       16,410  

Non-current operating lease liabilities

    50,249       54,976  

Uncertain tax positions

    59,718       59,544  

Other non-current liabilities

    44,231       44,202  

Total liabilities

    706,144       717,134  
                 

Common stock

    8,102       8,062  

Treasury stock

    (68,792 )     (64,697 )

Additional paid-in capital

    1,914,353       1,909,323  

Accumulated other comprehensive income

    22,257       22,318  

Accumulated deficit

    (581,810 )     (579,133 )

Total stockholders’ equity

    1,294,110       1,295,873  

Total liabilities and stockholders’ equity

  $ 2,000,254     $ 2,013,007  

 

9

 

 

EXPRO GROUP HOLDINGS N.V.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   

Three Months Ended March 31,

 
   

2024

   

2023

 

Cash flows from operating activities:

               

Net loss

  $ (2,677 )   $ (6,351 )

Adjustments to reconcile net loss to net cash provided by operating activities:

               

Depreciation and amortization expense

    40,146       34,737  

Equity in income of joint ventures

    (3,858 )     (2,436 )

Stock-based compensation expense

    5,070       4,171  

Elimination of unrealized (loss) gain on sales to joint ventures

    (741 )     39  

Changes in fair value of contingent consideration

    398       -  

Deferred taxes

    (1,071 )     (5,225 )

Unrealized foreign exchange

    660       (1,753 )

Changes in assets and liabilities:

               

Accounts receivable, net

    29,332       (5,761 )

Inventories

    (17,286 )     (2,380 )

Other assets

    (7,629 )     (11,320 )

Accounts payable and accrued liabilities

    (14,570 )     5,362  

Other liabilities

    2,755       11,306  

Income taxes, net

    1,391       3,929  

Other

    (1,982 )     (2,995 )

Net cash provided by operating activities

    29,938       21,323  
                 

Cash flows from investing activities:

               

Capital expenditures

    (30,739 )     (28,776 )

Payment for acquisition of business, net of cash acquired

    -       (7,536 )

Net cash used in investing activities

    (30,739 )     (36,312 )
                 

Cash flows from financing activities:

               

Release of (cash pledged for) collateral deposits, net

    650       (10 )

Proceeds from borrowings

    21,204       -  

Acquisition of common stock

    -       (10,011 )

Payment of withholding taxes on stock-based compensation plans

    (4,095 )     (2,954 )

Repayment of financed insurance premium

    (2,327 )     (2,899 )

Repayment of finance leases

    (541 )     (499 )

Net cash provided by (used in) financing activities

    14,891       (16,373 )
                 

Effect of exchange rate changes on cash and cash equivalents

    (2,722 )     (800 )

Net increase (decrease) to cash and cash equivalents and restricted cash

    11,368       (32,162 )

Cash and cash equivalents and restricted cash at beginning of period

    153,166       218,460  

Cash and cash equivalents and restricted cash at end of period

  $ 164,534     $ 186,298  
                 

Supplemental disclosure of cash flow information:

               

Cash paid for income taxes, net of refunds

  $ 11,956     $ 6,381  

Cash paid for interest, net

    2,910       966  

Change in accounts payable and accrued expenses related to capital expenditures

    9,922       3,551  

 

10

 

 

EXPRO GROUP HOLDINGS N.V.

SELECTED OPERATING SEGMENT DATA

(In thousands)

(Unaudited)

 

Segment Revenue and Segment Revenue as Percentage of Total Revenue:

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

NLA

  $ 130,389       34 %   $ 145,490       36 %   $ 126,228       37 %

ESSA

    121,746       32 %     133,846       33 %     113,648       34 %

MENA

    71,494       19 %     65,363       16 %     50,945       15 %

APAC

    59,860       15 %     62,051       15 %     48,458       14 %

Total

  $ 383,489       100 %   $ 406,750       100 %   $ 339,279       100 %

 

Segment EBITDA(1), Segment EBITDA Margin(2), Adjusted EBITDA and Adjusted EBITDA Margin(3):

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

NLA

  $ 34,377       26 %   $ 44,325       30 %   $ 31,874       25 %

ESSA

    25,201       21 %     40,990       31 %     20,785       18 %

MENA

    24,538       34 %     21,271       33 %     14,568       29 %

APAC

    10,786       18 %     5,337       9 %     (2,698 )     (6 )%
      94,902               111,923               64,529          

Corporate costs(4)

    (31,300 )             (31,894 )             (25,081 )        

Equity in income of joint ventures

    3,858               5,117               2,436          

Adjusted EBITDA

  $ 67,460       18 %   $ 85,146       21 %   $ 41,884       12 %

 

(1)

Expro evaluates its business segment operating performance using Segment Revenue, Segment EBITDA and Segment EBITDA margin. Expro’s management believes Segment EBITDA and Segment EBITDA margin are useful operating performance measures as they exclude transactions not related to its core operating activities, corporate costs and certain non-cash items and allows Expro to meaningfully analyze the trends and performance of its core operations by segment as well as to make decisions regarding the allocation of resources to segments.

 

 

(2)

Expro defines Segment EBITDA margin as Segment EBITDA divided by Segment Revenue, expressed as a percentage.

 

 

(3)

Expro defines Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue, expressed as a percentage.

 

 

(4)

Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments, including research, engineering and development, logistics, sales and marketing and health and safety and are not attributable to a particular operating segment.

 

11

 

 

EXPRO GROUP HOLDINGS N.V.

REVENUE BY AREAS OF CAPABILITIES AND SELECTED CASH FLOW INFORMATION

(In thousands)

(Unaudited)

 

Revenue by areas of capabilities:

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

Well construction

  $ 120,030       31 %   $ 145,279       36 %   $ 128,265       38 %

Well management(1)

    263,459       69 %     261,471       64 %     211,014       62 %

Total

  $ 383,489       100 %   $ 406,750       100 %   $ 339,279       100 %

 

Supplementary information on specific amounts included in cash provided by operating activities:

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

Net cash provided by operating activities

  $ 29,938     $ 32,781     $ 21,323  

Cash paid for interest, net

    2,910       721       966  

Cash paid for merger and integration expense

    2,280       4,389       2,572  

Cash paid for severance and other expense

    3,148       5,525       2,324  

 

(1)

Well management consists of well flow management, subsea well access, and well intervention and integrity.

 

12

 

 

EXPRO GROUP HOLDINGS N.V.

GROSS PROFIT, GROSS MARGIN, CONTRIBUTION, CONTRIBUTION MARGIN AND SUPPORT COSTS

(In thousands)

(Unaudited)

 

 

Gross Profit, Contribution(1), Gross Margin and Contribution Margin(2):

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

Total revenue

  $ 383,489     $ 406,750     $ 339,279  
                         

Less: Cost of revenue, excluding depreciation and amortization

    (308,487 )     (316,875 )     (289,647 )

Less: Depreciation and amortization related to cost of revenue

    (40,070 )     (62,798 )     (34,657 )

Gross profit

    34,932       27,077       14,975  
                         

Add: Indirect costs (included in cost of revenue)

    68,434       67,175       64,821  

Add: Stock-based compensation expenses

    1,646       1,755       1,374  

Add: Depreciation and amortization related to cost of revenue

    40,070       62,798       34,657  

Contribution

  $ 145,082     $ 158,805     $ 115,827  
                         

Gross margin

    9 %     7 %     4 %
                         

Contribution margin

    38 %     39 %     34 %

 

Support Costs(4):

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

Cost of revenue, excluding depreciation and amortization expense

    308,487       316,875       289,647  

Direct costs (excluding depreciation and amortization expense)

    (238,407 )     (247,945 )     (223,452 )

Stock-based compensation expense

    (1,646 )     (1,755 )     (1,374 )

Indirect costs (included in cost of revenue)

    68,434       67,175       64,821  

General and administrative expense (excluding depreciation and amortization expense, foreign exchange, and other non-routine costs)

    13,046       11,782       11,500  

Total support costs

  $ 81,480     $ 78,957     $ 76,321  
                         

Total support costs as a percentage of revenue

    21 %     19 %     22 %

 

(1)

Expro defines Contribution as Total Revenue less Cost of Revenue, excluding depreciation and amortization expense, adjusted for indirect support costs and stock-based compensation expense included in Cost of Revenue. 

 

 

(2)

Contribution margin is defined as Contribution as a percentage of Revenue.

 

 

(3)

Direct costs include personnel costs, sub-contractor costs, equipment costs, repairs and maintenance, facilities, and other costs directly incurred to generate revenue.

 

 

(4)

Support costs includes indirect costs attributable to support the activities of the operating segments, research and engineering expenses and product line management costs included in Cost of revenue, excluding depreciation and amortization expense, and General and administrative expenses representing costs of running our corporate head office and other central functions including logistics, sales and marketing and health and safety and does not include foreign exchange gains or losses and other non-routine expenses.

 

13

 

 

EXPRO GROUP HOLDINGS N.V.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands)

(Unaudited)

 

Adjusted EBITDA Reconciliation and Adjusted EBITDA Margin:

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

Total revenue

  $ 383,489     $ 406,750     $ 339,279  
                         

Net loss

  $ (2,677 )   $ (12,418 )   $ (6,351 )
                         

Income tax expense

    12,288       13,376       5,085  

Depreciation and amortization expense

    40,146       62,874       34,737  

Severance and other expense

    5,062       8,901       927  

Merger and integration expense

    2,161       5,432       2,138  

Other (income) expense, net

    (485 )     (4,774 )     949  

Stock-based compensation expense

    5,070       4,892       4,171  

Foreign exchange loss (gain)

    2,743       4,608       (1,070 )

Interest and finance expense, net

    3,152       2,255       1,298  

Adjusted EBITDA

  $ 67,460     $ 85,146     $ 41,884  
                         

Net loss margin

    (1 )%     (3 )%     (2 )%
                         

Adjusted EBITDA margin

    18 %     21 %     12 %

 

14

 

 

EXPRO GROUP HOLDINGS N.V.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands, except per share amounts)

(Unaudited)

 

Reconciliation of Adjusted Net Income: 

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

Net loss

  $ (2,677 )   $ (12,418 )   $ (6,351 )

Adjustments:

                       

Merger and integration expense

    2,161       5,432       2,138  

Severance and other expense

    5,062       8,901       927  

Stock-based compensation expense

    5,070       4,892       4,171  

Total adjustments, before taxes

    12,293       19,225       7,236  

Tax benefit

    (9 )     -       (11 )

Total adjustments, net of taxes

    12,284       19,225       7,225  

Adjusted net income

  $ 9,607     $ 6,807     $ 874  

 

Reconciliation of Adjusted Net Income per Diluted Share:

 

   

Three Months Ended

 
   

March 31,

   

December 31,

   

March 31,

 
   

2024

   

2023

   

2023

 

Net loss

  $ (0.02 )   $ (0.11 )   $ (0.06 )

Adjustments:

                       

Merger and integration expense

    0.02       0.05       0.02  

Severance and other expense

    0.05       0.08       0.01  

Stock-based compensation expense

    0.05       0.04       0.04  

Total adjustments, before taxes

    0.11       0.17       0.07  

Tax benefit

    (0.00 )     -       (0.00 )

Total adjustments, net of taxes

    0.11       0.17       0.07  

Adjusted net income

  $ 0.09     $ 0.06     $ 0.01  
                         

As reported diluted weighted average common shares outstanding

    110,176,460       110,325,863       108,854,709  

 

15