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XPRO Expro Group Holdings NV

24.245
0.675 (2.86%)
Last Updated: 17:20:51
Delayed by 15 minutes
Share Name Share Symbol Market Type
Expro Group Holdings NV NYSE:XPRO NYSE Common Stock
  Price Change % Change Share Price High Price Low Price Open Price Shares Traded Last Trade
  0.675 2.86% 24.245 24.30 22.16 23.13 795,898 17:20:51

Form 8-K - Current report

25/07/2024 11:03am

Edgar (US Regulatory)


false 0001575828 0001575828 2024-07-25 2024-07-25
 
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
 
July 25, 2024
Date of Report (Date of earliest event reported)
 
EXPRO GROUP HOLDINGS N.V.
(Exact name of Registrant as specified in its charter)
 
P7
The Netherlands  
001-36053
 
98-1107145
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
1311 Broadfield Blvd., Suite 400
   
Houston, TX
  77084
(Address of principal executive offices)
  (Zip Code)
 
(713) 463-9776
 
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 240.14d-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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 2.02    Results of Operations and Financial Condition.
 
On July 25, 2024, Expro Group Holdings N.V. (the “Company”) announced its results for the quarter ended June 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information in this Item 2.02 (including the exhibit) 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 (the “Securities Act”), or the Exchange Act.
 
Item 7.01    Regulation FD Disclosure.
 
In addition, on July 25, 2024, the Company posted a presentation on the Company’s website, www.expro.com, under “Investor Relations”.
 
Also, management of the Company anticipates participating in, and presenting at, upcoming meetings with certain investors. A copy of the second quarter 2024 investor presentation materials to be generally used in connection with such presentations and meetings has been posted on the Investors section of the Company’s website.
 
Further, the Company updated its Interactive Analyst Center on its website to include second quarter 2024 financial results. The Interactive Analyst Center is designed to enable investors and analysts to view, chart and download the Company’s actual and historical pro forma financial and operating information. The Company routinely posts announcements, updates, presentations and other investor information on its website, including downloadable financial data and/or operating metrics that may be posted from time to time in the future. 
 
The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of 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 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).
 
2

 
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.
 
   
EXPRO GROUP HOLDINGS N.V.
 
       
       
Date: July 25, 2024
By:
/s/ Quinn P. Fanning
 
   
Quinn P. Fanning
 
   
Chief Financial Officer
 
 
3
 

Exhibit 99.1

 exprologo.jpg

PRESS RELEASE

 

FOR IMMEDIATE RELEASE

 

EXPRO GROUP HOLDINGS N.V. ANNOUNCES Second QUARTER 2024 RESULTS and UPDATES FULL-YEAR GUIDANCE

 

Revenue of $470 million, up 22% sequentially and up 18% year-over-year. 

 

Net income of $15 million, as compared to net loss of $3 million for the first quarter of 2024 and net income of $9 million for the second quarter of 2023. Net income margin was 3% for the second quarter of 2024, compared to (1)% for the first quarter of 2024.

 

Adjusted EBITDAof $95 millionup 40% sequentially and up 32% year-over-year. Adjusted EBITDA margin1 of 20%, compared to 18% for the first quarter of 2024.

 

Increasing full-year 2024 revenue guidance range to $1.70 to $1.75 billion, and refining full-year 2024 Adjusted EBITDA range to $350 to $375 million, supported by strong first half of the year performance, positive market outlook, and the successful early closing of the previously announced Coretrax acquisition.

 

HOUSTON - July 25, 2024 Expro Group Holdings N.V. (NYSE: XPRO) (the “Company” or “Expro”) today reported financial and operational results for the three and six months ended June 30, 2024.

 

Second Quarter 2024 Highlights

 

 

Revenue was $470 million compared to revenue of $383 million in the first quarter of 2024, an increase of $86 million, or 22%. Revenue sequentially increased across all operating segments, with the largest contributions from North and Latin America (“NLA”) and Europe and Sub-Saharan Africa (“ESSA”) segments. Second quarter operating results include $21 million of revenue attributable to Coretrax.
     
 

Net income for the second quarter of 2024 was $15 million, or $0.13 per diluted share, compared to net loss of $3 million, or $0.02 per diluted share, for the first quarter of 2024. Net income (loss) margin (defined as net income (loss) as a percentage of revenue) was 3% for the three months ended June 30, 2024 compared to (1)% for the three months ended March 31, 2024. Adjusted net income1 for the second quarter of 2024 was $31 million, or $0.27 per diluted share, compared to adjusted net income for the first quarter of 2024 of $10 million, or $0.09 per diluted share. 
     
 

Adjusted EBITDA for the second quarter was $95 million, a sequential increase of $27 million, or 40%, primarily attributable to higher revenue, better activity mix across all operating segments and contributions from the Coretrax acquisition. Adjusted EBITDA margin for the second quarter of 2024 and the first quarter of 2024 was 20% and 18%, respectively.

     
 

Net cash used in operating activities for the second quarter of 2024 was $13 million, a decrease compared to net cash provided by operating activities of $30 million for the first quarter of 2024, primarily driven by an increase in net working capital, cash paid for merger and integration expense, and cash paid for severance and other expense compared to the prior quarter, partially offset by the increase in Adjusted EBITDA. Consistent with historical seasonal patterns, the increase in net working capital is expected to reverse in the second half of 2024, resulting in an improvement in net cash provided by operating activities.

 

Michael Jardon, Chief Executive Officer, noted “We are pleased to report another quarter of strong financial performance, with revenue and Adjusted EBITDA exceeding guidance, including the impact of the early closing of the Coretrax acquisition. Our results reflect our commitment to deliver excellence and innovation across our operations, and positions us for sustained, through-cycle growth.

 

“Our strategic position in the international and offshore markets continues to anchor the business, with increased activity in mission critical, high value adding services. We continue to maintain a positive outlook based on the fundamental backdrop and increased global demand for services and solutions that support lower-cost, carbon-advantaged incremental production. We believe activity will continue to increase across geo-markets, with long-cycle development providing good business momentum, particularly for our drilling and completions-levered businesses. In the second quarter, we captured $196 million of contract wins and our backlog, while modestly down quarter-over-quarter, remains strong at approximately $2 billion.

 

1.     A non-GAAP measure.

 

1

 

“In the second quarter, we completed the previously announced acquisition of 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 broadens the services and solutions we offer 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.

 

“We are continuing to leverage existing capabilities to grow our Sustainable Energy Solutions business. Expro’s team in Australia successfully executed well intervention services for recompletion of a CO2 injector well for a leading carbon capture, utilization and storage (CCUS) research organization. This is but one example of where we are advancing clean energy solutions.

 

“In April, we also published our third sustainability report, highlighting Expro’s achievements in 2023, the progress we have made in working toward our environmental, social and governance (ESG) objectives, and our commitment to being a citizen of the world. These efforts resulted in MSCI increasing Expro’s rating from an “A” to “AA” – the second highest rating.

 

“Expro remains focused on achieving excellent results for our customers and is well positioned for continued improvement in profitability, free cash flow and shareholder returns during what we expect will be a multi-year growth phase for energy services. We remain positive on the outlook for the international and offshore energy markets and we are comfortable increasing full-year 2024 guidance range for expected revenues to between $1,700 million and $1,750 million (versus prior guidance of between $1,600 million and $1,700 million) and refining full-year 2024 guidance range for Adjusted EBITDA to between $350 million and $375 million (versus prior guidance of between $325 million and $375 million). Third quarter revenue is expected to be between $410 million and $430 million, implying sequential and year-on-year revenue growth of (11)% and 14%, respectively, with Adjusted EBITDA margin expected to be in a range of 21% to 22%. Our expectation for a sequential decrease in revenue followed by a fourth quarter rebound largely reflects our strong second quarter results, commencing the operations and maintenance phase of our Congo production solutions project, and the expected start-up and completion of other projects.”

 

Notable Awards and Achievements

 

In the NLA region, we have seen further success in commercializing our SeaCure® technology, which is designed to provide optimal cement placement during the slurry pumping process when the cementing unit shut down, preventing fluid contamination that could have occurred without the SeaCure® solution. 

 

Good business momentum is continuing in the ESSA region. Our team in Ghana completed a 21 well development campaign using Expro’s subsea landing strings. This job has run for 3 ½ years and was completed with no injuries, no service quality events, no high potential safety incidents, along with sustained operational uptime of 99.7% across the entire campaign.

 

In the MENA region, Expro commenced operations for a major well test contract onshore Middle East. The five-year contract requires the mobilization of four trailer mounted conventional testing units and four trailer mounted multi-phase meters, along with 150 incremental personnel.

 

Lastly, in APAC, we successfully completed our 100th job globally with SeaCure®, marking a significant milestone. The job was completed as part of a project in Australia consisting of a five-well subsea batch campaign, highlighting Expro's expertise in providing comprehensive solutions for complex offshore operations. The technology was originally developed by DeltaTek, which Expro acquired in February 2023.

 

2

 

 

Segment Results

 

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

 

North and Latin America (NLA)

 

Revenue for the NLA segment was $157 million for the three months ended June 30, 2024, an increase of $27 million, or 20%, compared to $130 million for the three months ended March 31, 2024. The increase was primarily due to higher revenue from all product lines, in particular from higher well construction activity in the U.S., Guyana and Trinidad and higher well flow management activity in the U.S. and Argentina. The increase was supplemented by $5 million of additional revenue as a result of the Coretrax acquisition.

 

Segment EBITDA for the NLA segment was $44 million, or 28% of revenues, during the three months ended June 30, 2024, an increase of $10 million, or 29%, compared to $34 million, or 26% of revenues, during the three months ended March 31, 2024. The increase in Segment EBITDA and Segment EBITDA margin was attributable to higher activity and more favorable activity mix during the three months ended June 30, 2024.

 

Europe and Sub-Saharan Africa (ESSA)

 

Revenue for the ESSA segment was $168 million for the three months ended June 30, 2024, an increase of $47 million, or 38%, compared to $122 million for the three months ended March 31, 2024. The increase in revenues was primarily driven by increased subsea well access revenue in Angola and higher well flow management revenue in Congo. The increase was supplemented by $4 million of additional revenue as a result of the Coretrax acquisition.

 

Segment EBITDA for the ESSA segment was $35 million, or 21% of revenues, for the three months ended June 30, 2024, an increase of $10 million, or 39%, compared to $25 million, or 21% of revenues, for the three months ended March 31, 2024. The increase in Segment EBITDA and Segment EBITDA margin was attributable to a combination of a more favorable activity mix and increased activities on higher margin services during the three months ended June 30, 2024.

 

Middle East and North Africa (MENA)

 

Revenue for the MENA segment was $81 million for the three months ended June 30, 2024, an increase of $10 million, or 14%, compared to $71 million for the three months ended March 31, 2024. The increase in revenue was driven by $10 million of Coretrax revenue, partially offset by a slight decline in revenue across other product lines. 

 

Segment EBITDA for the MENA segment was $29 million, or 35% of revenues, for the three months ended June 30, 2024, an increase of $4 million, or 17%, compared to $25 million, or 34% of revenues, for the three months ended March 31, 2024. The increase in Segment EBITDA and Segment EBITDA margin was primarily due to increased activity on higher-margin projects and more favorable activity mix during the three months ended June 30, 2024, including impacts of the Coretrax acquisition.

 

Asia Pacific (APAC)

 

Revenue for the APAC segment was $63 million for the three months ended June 30, 2024, an increase of $3 million, or 5%, compared to $60 million for the three months ended March 31, 2024. The increase in revenue was due to increased well construction activity in Malaysia and Australia and well flow management activity in Thailand supplemented by $2 million of additional revenue as a result of the Coretrax acquisition, partially offset by lower subsea well access activity in China and Australia.

 

Segment EBITDA for the APAC segment was $15 million, or 24% of revenues, for the three months ended June 30, 2024, an increase of $4 million compared to $11 million, or 18% of revenues, for the three months ended March 31, 2024. The increase in Segment EBITDA is attributable primarily to higher activity.

 

3

 

Other Financial Information

 

The Company’s capital expenditures totaled $36 million in the second 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 $65 million to $75 million for the remainder of 2024.

 

As of June 30, 2024, Expro’s consolidated cash and cash equivalents, including restricted cash, totaled $135 million. The Company had outstanding long-term borrowings of $121 million as of June 30, 2024. The Company’s total liquidity as of June 30, 2024 was $271 million. Total liquidity includes $136 million available for drawdowns as loans under the Company’s revolving credit facility.

 

Expro’s provision for income taxes for both the second quarter of 2024 and the first quarter of 2024 was approximately $14 million and $12 million. The Company’s effective tax rate on a U.S. generally accepted accounting principles (“GAAP”) basis for the three months ended June 30, 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 May 15, 2024, the Company established an incremental facility under its Amended and Restated Facility Agreement, in order to increase its existing $250 million revolving credit facility by an additional $90 million in commitments, to a total of $340 million. The incremental facility has the same terms and conditions as the existing facility provided under the Amended and Restated Facility Agreement. The incremental facility is available for the same general corporate purposes as the existing facility provided under the Amended and Restated Facility Agreement, including acquisitions. On May 15, 2024, the Company drew down on the new facility in the amount of approximately $76 million to partially finance the Coretrax acquisition.

 

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 second quarter 2024 results on Thursday, July 25, 2024, at 10:00 a.m. Central Time (11:00 a.m. Eastern Time).

 

Participants may also join the conference call by dialing:

 

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

International: +1 (404) 975-4839

Access ID: 661580

 

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

 

The second 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 two weeks.

 

To access the audio replay telephonically:

 

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

Access ID: 302382

Start Date: July 25, 2024, 1:00 p.m. CT

End Date: August 8, 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 benefits of the Coretrax acquisition, and the Company’s ability to achieve the anticipated synergies as a result of the 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

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

Total revenue

  $ 469,642     $ 383,489     $ 396,917     $ 853,131     $ 736,196  

Operating costs and expenses:

                                       

Cost of revenue, excluding depreciation and amortization expense

    (366,520 )     (308,487 )     (318,948 )     (675,007 )     (608,595 )

General and administrative expense, excluding depreciation and amortization expense

    (26,225 )     (19,213 )     (16,186 )     (45,438 )     (29,471 )

Depreciation and amortization expense

    (40,647 )     (40,146 )     (37,235 )     (80,793 )     (71,972 )

Merger and integration expense

    (8,789 )     (2,161 )     (1,377 )     (10,950 )     (3,515 )

Severance and other income (expense)

    236       (5,062 )     (2,663 )     (4,826 )     (3,590 )

Total operating cost and expenses

    (441,945 )     (375,069 )     (376,409 )     (817,014 )     (717,143 )

Operating income

    27,697       8,420       20,508       36,117       19,053  

Other income (expense), net

    334       485       (1,462 )     819       (2,411 )

Interest and finance expense, net

    (3,666 )     (3,152 )     (17 )     (6,818 )     (1,315 )

Income before taxes and equity in income of joint ventures

    24,365       5,753       19,029       30,118       15,327  

Equity in income of joint ventures

    4,856       3,858       2,805       8,714       5,241  

Income before income taxes

    29,221       9,611       21,834       38,832       20,568  

Income tax expense

    (13,935 )     (12,288 )     (12,539 )     (26,223 )     (17,624 )

Net income (loss)

  $ 15,286     $ (2,677 )   $ 9,295     $ 12,609     $ 2,944  
                                         

Net income (loss) per common share:

                                       

Basic

  $ 0.13     $ (0.02 )   $ 0.09     $ 0.11     $ 0.03  

Diluted

  $ 0.13     $ (0.02 )   $ 0.08     $ 0.11     $ 0.03  

Weighted average common shares outstanding:

                                       

Basic

    113,979,860       110,176,460       108,662,509       112,078,160       108,758,078  

Diluted

    114,923,702       110,176,460       109,381,977       113,688,752       109,975,739  

 

8

 

 

EXPRO GROUP HOLDINGS N.V.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

   

June 30,

   

December 31,

 
   

2024

   

2023

 

Assets

               

Current assets

               

Cash and cash equivalents

  $ 133,459     $ 151,741  

Restricted cash

    1,994       1,425  

Accounts receivable, net

    533,735       469,119  

Inventories

    171,493       143,325  

Income tax receivables

    30,307       27,581  

Other current assets

    79,693       58,409  

Total current assets

    950,681       851,600  
                 

Property, plant and equipment, net

    535,538       513,222  

Investments in joint ventures

    75,431       66,402  

Intangible assets, net

    321,144       239,716  

Goodwill

    342,576       247,687  

Operating lease right-of-use assets

    71,549       72,310  

Non-current accounts receivable, net

    8,590       9,768  

Other non-current assets

    11,070       12,302  

Total assets

  $ 2,316,579     $ 2,013,007  
                 
                 

Liabilities and stockholders’ equity

               

Current liabilities

               

Accounts payable and accrued liabilities

  $ 334,464     $ 326,125  

Income tax liabilities

    51,852       45,084  

Finance lease liabilities

    2,242       1,967  

Operating lease liabilities

    17,454       17,531  

Other current liabilities

    93,866       98,144  

Total current liabilities

    499,878       488,851  
                 

Long-term borrowings

    121,065       20,000  

Deferred tax liabilities, net

    47,704       22,706  

Post-retirement benefits

    7,070       10,445  

Non-current finance lease liabilities

    15,093       16,410  

Non-current operating lease liabilities

    54,300       54,976  

Uncertain tax positions

    68,303       59,544  

Other non-current liabilities

    43,972       44,202  

Total liabilities

    857,385       717,134  
                 

Common stock

    8,481       8,062  

Treasury stock

    (69,048 )     (64,697 )

Additional paid-in capital

    2,064,089       1,909,323  

Accumulated other comprehensive income

    22,196       22,318  

Accumulated deficit

    (566,524 )     (579,133 )

Total stockholders’ equity

    1,459,194       1,295,873  

Total liabilities and stockholders’ equity

  $ 2,316,579     $ 2,013,007  

 

9

 

 

EXPRO GROUP HOLDINGS N.V.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   

Six Months Ended June 30,

 
   

2024

   

2023

 

Cash flows from operating activities:

               

Net income

  $ 12,609     $ 2,944  

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

               

Depreciation and amortization expense

    80,793       71,972  

Equity in income of joint ventures

    (8,714 )     (5,241 )

Stock-based compensation expense

    12,420       9,748  

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

    (315 )     450  

Changes in fair value of contingent consideration

    (6,172 )     -  

Deferred taxes

    (618 )     (6,823 )

Unrealized foreign exchange losses (gains)

    5,413       (1,820 )

Changes in assets and liabilities:

               

Accounts receivable, net

    (33,756 )     (17,004 )

Inventories

    (7,521 )     (1,440 )

Other assets

    (14,127 )     (14,878 )

Accounts payable and accrued liabilities

    (11,129 )     31,919  

Other liabilities

    (12,805 )     (25,722 )

Income taxes, net

    3,432       2,994  

Dividends from joint ventures

    -       2,754  

Other

    (2,745 )     (3,172 )

Net cash provided by operating activities

    16,765       46,681  
                 

Cash flows from investing activities:

               

Capital expenditures

    (67,107 )     (57,968 )

Payment for acquired business, net of cash acquired

    (32,458 )     (7,536 )

Proceeds from disposal of assets

    2,900       2,013  

Net cash used in investing activities

    (96,665 )     (63,491 )
                 

Cash flows from financing activities:

               

Release of collateral deposits, net

    557       494  

Proceeds from borrowings

    117,269       -  

Repayment of borrowings

    (44,351 )     -  

Repurchase of common stock

    -       (10,011 )

Payment of withholding taxes on stock-based compensation plans

    (4,352 )     (2,835 )

Repayment of financed insurance premium

    (3,203 )     (4,277 )

Repayment of finance leases

    (1,042 )     (1,164 )

Net cash provided by (used in) financing activities

    64,878       (17,793 )
                 

Effect of exchange rate changes on cash and cash equivalents

    (2,691 )     (2,986 )

Net decrease to cash and cash equivalents and restricted cash

    (17,713 )     (37,589 )

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

  $ 135,453     $ 180,871  
                 

Supplemental disclosure of cash flow information:

               

Cash paid for income taxes, net of refunds

  $ 22,672     $ 21,644  

Cash paid for interest, net

    5,629       546  

Change in accounts payable and accrued expenses related to capital expenditures

    6,306       2,809  

 

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

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

NLA

  $ 156,990       34 %   $ 130,389       34 %   $ 134,830       34 %   $ 287,379       34 %   $ 261,058       36 %

ESSA

    168,431       36 %     121,746       32 %     138,062       35 %     290,177       34 %     251,710       34 %

MENA

    81,429       17 %     71,494       19 %     59,163       15 %     152,923       18 %     110,108       15 %

APAC

    62,792       13 %     59,860       15 %     64,862       16 %     122,652       14 %     113,320       15 %

Total

  $ 469,642       100 %   $ 383,489       100 %   $ 396,917       100 %   $ 853,131       100 %   $ 736,196       100 %

 

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

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

NLA

  $ 44,474       28 %   $ 34,377       26 %   $ 36,703       27 %   $ 78,851       27 %   $ 68,577       26 %

ESSA

    34,997       21 %     25,201       21 %     34,964       25 %     60,198       21 %     55,749       22 %

MENA

    28,611       35 %     24,538       34 %     18,491       31 %     53,149       35 %     33,059       30 %

APAC

    15,248       24 %     10,786       18 %     3,452       5 %     26,034       21 %     754       1 %

Total Segment EBITDA

    123,330               94,902               93,610               218,232               158,139          

Corporate costs(4)

    (33,636 )             (31,300 )             (24,810 )             (64,936 )             (49,891 )        

Equity in income of joint ventures

    4,856               3,858               2,805               8,714               5,241          

Adjusted EBITDA

  $ 94,550       20 %   $ 67,460       18 %   $ 71,605       18 %   $ 162,010       19 %   $ 113,489       15 %

 

(1)

Expro evaluates its business segment operating performance using Segment Revenue, Segment EBITDA and Segment EBITDA margin. Expros 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

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

Well construction

  $ 148,476       32 %   $ 120,030       31 %   $ 143,719       36 %   $ 268,507       31 %   $ 271,984       37 %

Well management(1)

    321,166       68 %     263,459       69 %     253,198       64 %     584,624       69 %     464,212       63 %

Total

  $ 469,642       100 %   $ 383,489       100 %   $ 396,917       100 %   $ 853,131       100 %   $ 736,196       100 %

 

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

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

Net cash (used in) provided by operating activities

  $ (13,173 )   $ 29,938     $ 25,358     $ 16,765     $ 46,681  

Cash paid for interest, net

    2,719       2,910       (420 )     5,629       546  

Cash paid for merger and integration expense

    9,712       2,280       9,076       11,992       11,400  

Cash paid for severance and other expense

    6,334       3,148       1,999       9,482       4,571  

 

(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

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

Total revenue

  $ 469,642     $ 383,489     $ 396,917     $ 853,131     $ 736,196  
                                         

Less: Cost of revenue, excluding depreciation and amortization

    (366,520 )     (308,487 )     (318,948 )     (675,007 )     (608,595 )

Less: Depreciation and amortization related to cost of revenue

    (40,571 )     (40,070 )     (37,074 )     (80,641 )   $ (71,831 )

Gross profit

    62,551       34,932       40,895       97,483       55,770  
                                         

Add: Indirect costs (included in cost of revenue)

    69,645       68,434       56,605       138,079       121,426  

Add: Stock-based compensation expenses

    2,785       1,646       2,049       4,431       3,423  

Add: Depreciation and amortization related to cost of revenue

    40,571       40,070       37,074       80,641       71,831  

Contribution

  $ 175,552     $ 145,082     $ 136,623     $ 320,634     $ 252,450  
                                         

Gross margin

    13 %     9 %     10 %     11 %     8 %
                                         

Contribution margin

    37 %     38 %     34 %     38 %     34 %

 

Support Costs(4):

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

Cost of revenue, excluding depreciation and amortization expense

    366,520       308,487       318,948     $ 675,007     $ 608,595  

Direct costs (excluding depreciation and amortization expense)(3)

    (294,090 )     (238,407 )     (260,294 )     (532,497 )     (483,746 )

Stock-based compensation expense

    (2,785 )     (1,646 )     (2,049 )     (4,431 )     (3,423 )

Indirect costs (included in cost of revenue)

    69,645       68,434       56,605       138,079       121,426  

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

    16,034       13,046       11,288       29,080       22,788  

Total support costs

  $ 85,679     $ 81,480     $ 67,893     $ 167,159     $ 144,214  
                                         

Total support costs as a percentage of revenue

    18 %     21 %     17 %     20 %     20 %

 

(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

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

Total revenue

  $ 469,642     $ 383,489     $ 396,917     $ 853,131     $ 736,196  
                                         

Net income (loss)

  $ 15,286     $ (2,677 )   $ 9,295     $ 12,609     $ 2,944  
                                         

Income tax expense

    13,935       12,288       12,539       26,223       17,624  

Depreciation and amortization expense

    40,647       40,146       37,235       80,793       71,972  

Severance and other (income) expense

    (236 )     5,062       2,663       4,826       3,590  

Merger and integration expense

    8,789       2,161       1,377       10,950       3,515  

Other (income) expense, net

    (334 )     (485 )     1,462       (819 )     2,411  

Stock-based compensation expense

    7,350       5,070       5,577       12,420       9,748  

Foreign exchange loss

    5,447       2,743       1,440       8,190       370  

Interest and finance expense, net

    3,666       3,152       17       6,818       1,315  

Adjusted EBITDA

  $ 94,550     $ 67,460     $ 71,605     $ 162,010     $ 113,489  
                                         

Net income (loss) margin

    3 %     (1 )%     2 %     1 %     0 %
                                         

Adjusted EBITDA margin

    20 %     18 %     18 %     19 %     15 %

 

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     Six Months Ended  
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 15,286     $ (2,677 )   $ 9,295     $ 12,609     $ 2,944  

Adjustments:

                                       

Merger and integration expense

    8,789       2,161       1,377       10,950       3,515  

Severance and other (income) expense

    (236 )     5,062       2,663       4,826       3,590  

Stock-based compensation expense

    7,350       5,070       5,577       12,420       9,748  

Total adjustments, before taxes

    15,903       12,293       9,617       28,196       16,853  

Tax benefit

    (75 )     (9 )     (32 )     (84 )     (43 )

Total adjustments, net of taxes

    15,828       12,284       9,585       28,112       16,810  

Adjusted net income

  $ 31,114     $ 9,607     $ 18,880     $ 40,721     $ 19,754  

 

Reconciliation of Adjusted Net Income per Diluted Share:

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

March 31,

   

June 30,

   

June 30,

   

June 30,

 
   

2024

   

2024

   

2023

   

2024

   

2023

 

Net income (loss)

  $ 0.13     $ (0.02 )   $ 0.08     $ 0.11     $ 0.03  

Adjustments:

                                       

Merger and integration expense

    0.08       0.02       0.01       0.10       0.03  

Severance and other (income) expense

    (0.00 )     0.05       0.02       0.04       0.03  

Stock-based compensation expense

    0.06       0.05       0.05       0.11       0.09  

Total adjustments, before taxes

    0.14       0.11       0.09       0.25       0.15  

Tax benefit

    (0.00 )     (0.00 )     (0.00 )     (0.00 )     (0.00 )

Total adjustments, net of taxes

    0.14       0.11       0.09       0.25       0.15  

Adjusted net income

  $ 0.27     $ 0.09     $ 0.17     $ 0.36     $ 0.18  
                                         

As reported diluted weighted average common shares outstanding

    114,923,702       110,176,460       109,381,977       113,688,752       109,975,739  

 

15
v3.24.2
Document And Entity Information
Jul. 25, 2024
Document Information [Line Items]  
Entity, Registrant Name EXPRO GROUP HOLDINGS N.V.
Document, Type 8-K
Document, Period End Date Jul. 25, 2024
Entity, Incorporation, State or Country Code P7
Entity, File Number 001-36053
Entity, Tax Identification Number 98-1107145
Entity, Address, Address Line One 1311 Broadfield Blvd., Suite 400
Entity, Address, City or Town Houston
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77084
City Area Code 713
Local Phone Number 463-9776
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, €0.06 nominal value
Trading Symbol XPRO
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001575828

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