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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
1934
For the quarterly period ended
OR
the Securities Exchange Act of 1934
For the transition period from ______ to ______
Commission file number:
EXPRO GROUP HOLDINGS N.V.
(Exact name of registrant as specified in its charter)
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The
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(State or other jurisdiction of
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(IRS Employer
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(Address of principal executive offices) |
(Zip Code) |
Registrant
’
s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☑ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 16, 2025, there were
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Page |
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Item 1. |
Financial Statements |
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Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024 |
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024 |
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Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 |
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| Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2025 and 2024 | ||
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Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
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PART II. OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 45 |
| Item 5. |
Other Information |
45 |
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Item 6. |
Exhibits |
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Signatures |
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Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except share data)
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||
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September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
|||||||||||||
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Total revenue |
$ |
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$ |
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$ |
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$ |
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||||||||
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Operating costs and expenses: |
||||||||||||||||
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Cost of revenue, excluding depreciation and amortization expense |
(
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(
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(
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(
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) | ||||||||
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General and administrative expense, excluding depreciation and amortization expense |
(
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(
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) |
(
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) |
(
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) | ||||||||
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Depreciation and amortization expense |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
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Merger and integration expense |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
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Severance and other expense |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
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Total operating cost and expenses |
(
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) |
(
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) |
(
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) |
(
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) | ||||||||
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Operating income |
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Other income, net |
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Interest and finance expense, net |
(
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(
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(
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(
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Income before taxes and equity in income of joint ventures |
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Equity in income of joint ventures |
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Income before income taxes |
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Income tax expense |
(
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(
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(
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(
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Net income |
$ |
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$ |
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$ |
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$ |
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Earnings per common share: |
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Basic |
$ |
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$ |
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$ |
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$ |
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Diluted |
$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
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2025 |
2024 |
2025 |
2024 |
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Net income |
$ |
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$ |
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$ |
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$ |
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Other comprehensive loss: |
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Amortization of prior service credit |
(
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(
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(
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(
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Other comprehensive loss |
(
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(
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(
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(
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) | ||||||||
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Comprehensive income |
$ |
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$ |
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$ |
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$ |
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||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
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September 30, |
December 31, |
|||||||
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2025 |
2024 |
|||||||
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Assets: |
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Current assets |
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Cash and cash equivalents |
$ |
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$ |
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Restricted cash |
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Accounts receivable, net |
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Inventories |
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Income tax receivables |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Investments in joint ventures |
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Intangible assets, net |
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Goodwill |
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Operating lease right-of-use assets |
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Non-current accounts receivable, net |
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Other non-current assets |
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Total assets |
$ |
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$ |
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Liabilities and stockholders’ equity: |
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Current liabilities |
||||||||
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Accounts payable and accrued liabilities |
$ |
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$ |
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Income tax liabilities |
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Finance lease liabilities |
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Operating lease liabilities |
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Other current liabilities |
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Total current liabilities |
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Long-term borrowings |
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Deferred tax liabilities, net |
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Post-retirement benefits |
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Non-current finance lease liabilities |
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Non-current operating lease liabilities |
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Uncertain tax positions |
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Other non-current liabilities |
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Total liabilities |
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Commitments and contingencies (Note 17) |
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Stockholders’ equity: |
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Common stock, € nominal value, shares authorized, and shares issued |
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Treasury stock (at cost) and shares |
(
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) |
(
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) | ||||
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Accumulated deficit |
(
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) |
(
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) | ||||
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Total stockholders’ equity |
|
|
||||||
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Total liabilities and stockholders’ equity |
$ |
|
$ |
|
||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
|
Nine Months Ended September 30, |
||||||||
|
2025 |
2024 |
|||||||
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Cash flows from operating activities: |
||||||||
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Net income |
$ |
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$ |
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||||
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Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
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Depreciation and amortization expense |
|
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||||||
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Equity in income of joint ventures |
(
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) |
(
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) | ||||
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Stock-based compensation expense |
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||||||
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Elimination of unrealized loss on sales to joint ventures |
|
(
|
) | |||||
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Changes in fair value of contingent consideration |
|
(
|
) | |||||
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Deferred taxes |
(
|
) |
(
|
) | ||||
|
Unrealized foreign exchange (gain) loss |
(
|
) |
|
|||||
|
Changes in assets and liabilities: |
||||||||
|
Accounts receivable, net |
|
(
|
) | |||||
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Inventories |
(
|
) |
(
|
) | ||||
|
Other assets |
(
|
) |
(
|
) | ||||
|
Accounts payable and accrued liabilities |
(
|
) |
(
|
) | ||||
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Other liabilities |
|
(
|
) | |||||
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Income taxes, net |
(
|
) |
|
|||||
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Dividends received from joint ventures |
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||||||
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Other |
(
|
) |
(
|
) | ||||
|
Net cash provided by operating activities |
|
|
||||||
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Cash flows from investing activities: |
||||||||
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Capital expenditures |
(
|
) |
(
|
) | ||||
|
Payment for acquisition of business, net of cash acquired |
|
(
|
) | |||||
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Proceeds from settlement of contingent consideration |
|
|
||||||
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Proceeds from disposal of assets |
|
|
||||||
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Net cash used in investing activities |
(
|
) |
(
|
) | ||||
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Cash flows from financing activities: |
||||||||
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(Cash pledged for) release of collateral deposits, net |
(
|
) |
|
|||||
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Proceeds from borrowings |
|
|
||||||
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Repayment of borrowings |
(
|
) |
(
|
) | ||||
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Repurchase of common stock |
(
|
) |
|
|||||
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Payment of withholding taxes on stock-based compensation plans |
(
|
) |
(
|
) | ||||
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Repayment of financed insurance premium |
(
|
) |
(
|
) | ||||
|
Repayments of finance leases |
(
|
) |
(
|
) | ||||
|
Net cash (used in) provided by financing activities |
(
|
) |
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
||||||
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Net increase to cash and cash equivalents and restricted cash |
|
|
||||||
|
Cash and cash equivalents and restricted cash at beginning of period |
|
|
||||||
|
Cash and cash equivalents and restricted cash at end of period |
$ |
|
$ |
|
||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
||||||
Condensed Consolidated Statements of Stockholders ’ Equity (Unaudited)
(in thousands)
|
Nine Months Ended September 30, 2024 |
||||||||||||||||||||||||||||
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Accumulated |
||||||||||||||||||||||||||||
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Additional |
other |
Total |
||||||||||||||||||||||||||
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Common |
Treasury |
paid-in |
comprehensive |
Accumulated |
stockholders’ |
|||||||||||||||||||||||
|
stock |
Stock |
capital |
income |
deficit |
equity |
|||||||||||||||||||||||
|
Balance at January 1, 2024 |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||
|
Net loss |
- |
|
|
|
|
(
|
) |
(
|
) | |||||||||||||||||||
|
Other comprehensive loss |
- |
|
|
|
(
|
) |
|
(
|
) | |||||||||||||||||||
|
Stock-based compensation expense |
- |
|
|
|
|
|
|
|||||||||||||||||||||
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Common shares issued upon vesting of share-based awards |
|
|
|
(
|
) |
|
|
|
||||||||||||||||||||
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Treasury shares withheld |
(
|
) |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||||
|
Balance at March 31, 2024 |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||
|
Net income |
- |
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss |
- |
|
|
|
(
|
) |
|
(
|
) | |||||||||||||||||||
|
Stock-based compensation expense |
- |
|
|
|
|
|
|
|||||||||||||||||||||
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Common shares issued upon vesting of share-based awards |
|
|
|
(
|
) |
|
|
|
||||||||||||||||||||
|
Treasury shares refunded |
(
|
) |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||||
|
Coretrax Acquisition |
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Balance at June 30, 2024 |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||
|
Net loss |
- |
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss |
- |
|
|
|
(
|
) |
|
(
|
) | |||||||||||||||||||
|
Stock-based compensation expense |
- |
|
|
|
|
|
|
|||||||||||||||||||||
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Common shares issued upon vesting of share-based awards |
|
|
|
|
|
|
|
|||||||||||||||||||||
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Treasury shares withheld |
(
|
) |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||||
|
Balance at September 30, 2024 |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||
|
Nine Months Ended September 30, 2025 |
||||||||||||||||||||||||||||
|
Accumulated |
||||||||||||||||||||||||||||
|
Additional |
other |
Total |
||||||||||||||||||||||||||
|
Common |
Treasury |
paid-in |
comprehensive |
Accumulated |
stockholders’ |
|||||||||||||||||||||||
|
stock |
Stock |
capital |
income |
deficit |
equity |
|||||||||||||||||||||||
|
Balance at January 1, 2025 |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||
|
Net income |
- |
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss |
- |
|
|
|
(
|
) |
|
(
|
) | |||||||||||||||||||
|
Stock-based compensation expense |
- |
|
|
|
|
|
|
|||||||||||||||||||||
|
Common stock issued upon vesting of share-based awards |
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Treasury shares withheld |
(
|
) |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||||
|
Acquisition of common stock |
(
|
) |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||||
|
Balance at March 31, 2025 |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||
|
Net income |
- |
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss |
- |
|
|
|
(
|
) |
|
(
|
) | |||||||||||||||||||
|
Stock-based compensation expense |
- |
|
|
|
|
|
|
|||||||||||||||||||||
|
Common stock issued upon vesting of share-based awards |
|
|
|
(
|
) |
|
|
|
||||||||||||||||||||
|
Acquisition of common stock |
(
|
) |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||||
|
Balance at June 30, 2025 |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||
|
Net income |
- |
|
|
|
|
|
|
|||||||||||||||||||||
|
Other comprehensive loss |
- |
|
|
|
(
|
) |
|
(
|
) | |||||||||||||||||||
|
Stock-based compensation expense |
- |
|
|
|
|
|
|
|||||||||||||||||||||
|
Common stock issued upon vesting of share-based awards |
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Treasury shares withheld |
- |
|
(
|
) |
|
|
|
(
|
) | |||||||||||||||||||
|
Acquisition of common stock |
(
|
) |
|
(
|
) |
|
|
|
(
|
) | ||||||||||||||||||
|
Balance at September 30, 2025 |
|
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|||||||||||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
|
Business description |
With roots dating to
1938,
Expro Group Holdings N.V. (the “Company,” “Expro,” “we,” “our” or “us”) is a global provider of energy services with operations in over
The Company’s Board of Directors (the “Board”) approved an extension to its stock repurchase program, pursuant to which the Company is authorized to acquire up to $
|
2. |
Basis of presentation and significant accounting policies |
Basis of presentation
The unaudited condensed consolidated financial statements reflect the accounts of the Company and its subsidiaries. All intercompany balances and transactions, including unrealized profits arising from them, have been eliminated for purposes of preparing these unaudited condensed consolidated financial statements. Investments in which we do not have a controlling interest, but over which we do exercise significant influence, are accounted for under the equity method of accounting.
The accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim consolidated financial information. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 , included in our most recent Annual Report on Form 10 -K for the year ended December 31, 2024 , filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025 ( the “Annual Report”).
In the opinion of management, these unaudited condensed consolidated financial statements, which are prepared in accordance with the rules of the SEC and U.S. GAAP for interim financial reporting, included herein contain all adjustments necessary to present fairly our financial position as of September 30, 2025 , the results of our operation s for the three and nine months ended September 30, 2025 and 2024 and our cash flows for the nine months ended September 30, 2025 and 2024 . Such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or for any other period.
The unaudited condensed consolidated financial statements have been prepared on an historical cost basis using the United States dollar (“$” or “U.S. dollar”) as the reporting currency.
Significant accounting policies
Refer to Note 2 “ Basis of presentation and significant accounting policies ” of our consolidated financial statements as of and for the year ended December 31, 2024 , which are included in our most recent Annual Report for a discussion of our significant accounting policies. There have been no material changes in our significant accounting policies as compared to the significant accounting policies described in our consolidated financial statements as of and for the year ended December 31, 2024 .
Recent accounting pronouncements
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.
In December 2023, the FASB issued ASU 2023 - 09, “Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures” (“ASU 2023 - 09” ), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023 - 09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023 - 09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is preparing to include the new disclosures in our 2025 annual financial statements.
In November 2024, the FASB issued ASU 2024 - 03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expense” (“ASU 2024 - 03” ), which is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. This ASU requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. The amendments in ASU 2024 - 03 are effective for the Company for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures.
All other recently issued ASUs were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.
|
3. |
Business combinations and dispositions |
PRT Offshore
On
October 2, 2023 (
the “PRT Closing Date”), Professional Rental Tools, LLC (“PRT” or “PRT Offshore”), was acquired (the “PRT Acquisition”) from PRT Partners, LLC by our wholly owned subsidiary, EPSH. The acquisition will enable Expro to expand its portfolio of cost-effective, technology-enabled services and solutions within the subsea well access sector in the North and Latin America region and is expected to accelerate the growth of PRT Offshore’s surface equipment offering in the Europe and Sub-Saharan Africa and Asia Pacific regions. The fair value of consideration for the PRT Acquisition was $
The contingent consideration arrangement required the Company to pay the former owners of PRT additional consideration based on PRT’s financial performance during the
four
quarters following closing. The fair value of the contingent consideration arrangement of $
The PRT Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has in accordance with ASC 805, Business Combinations , applied the acquisition method of accounting to account for PRT’s assets acquired and liabilities assumed.
The following table sets forth the allocation of the PRT Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the PRT Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed (in thousands):
|
Initial allocation of the consideration |
Measurement period adjustments |
Final allocation of
|
||||||||||
|
Cash and cash equivalents |
$ |
|
$ | - | $ |
|
||||||
|
Accounts receivables, net |
|
- |
|
|||||||||
|
Other current assets |
|
- |
|
|||||||||
|
Property, plant and equipment |
|
(
|
) |
|
||||||||
|
Goodwill |
|
|
|
|||||||||
|
Intangible assets |
|
(
|
) |
|
||||||||
|
Operating lease right-of-use assets |
|
- |
|
|||||||||
|
Total assets |
|
|
|
|||||||||
|
Accounts payable and accrued liabilities |
|
- |
|
|||||||||
|
Operating lease liabilities |
|
- |
|
|||||||||
|
Other current liabilities |
|
|
|
|||||||||
|
Non-current operating lease liabilities |
|
- |
|
|||||||||
|
Long-term borrowings |
|
- |
|
|||||||||
|
Total liabilities |
|
|
|
|||||||||
|
Fair value of net assets acquired |
$ |
|
$ |
(
|
) | $ |
|
|||||
The preliminary valuation of the assets acquired and liabilities assumed, including other liabilities, in the PRT Acquisition initially resulted in goodwill of $
The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized. The cost approach was used to determine the fair value of property, plant and equipment.
The intangible assets will be amortized on a straight-line basis over an estimated
The goodwill related to the PRT Acquisition consists largely of the synergies and economies of scale expected from the acquired customer relationships and contracts. The goodwill is not subject to amortization but will be evaluated at least annually for impairment or more frequently if impairment indicators are present.
Coretrax
On May 15, 2024 ( “Coretrax Closing Date”), CTL UK Holdco Limited, a company incorporated and registered in England and Wales (“Coretrax”), was acquired (the “Coretrax Acquisition”), by our wholly owned subsidiary, Expro Holdings UK 3 Limited with an effective date of May 1, 2024. The acquisition will enable Expro to expand its portfolio of cost-effective, technology-enabled Well Construction and Well Intervention & Integrity solutions.
We estimated the fair value of consideration for the Coretrax Acquisition to be $
The contingent consideration arrangement required the Company to pay the former owners of Coretrax additional consideration based on Expro’s stock price and foreign exchange rate movement during a period of up to
150
days following the Coretrax Closing Date. The fair value of the contingent consideration arrangement of $
In
July
2024,
the Company entered into a Deed of Amendment to the Stock Purchase Agreement with the sellers party thereto (the “Sellers”), pursuant to which, among other things, (i) all obligations relating to the true up payments and completion statement under the Stock Purchase Agreement were released and (ii) the escrow agent was instructed to (A) sell a sufficient number of escrow shares on behalf of the Sellers to generate proceeds of $
The Coretrax Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has in accordance with ASC 805, Business Combinations, applied the acquisition method of accounting to account for Coretrax’s assets acquired and liabilities assumed.
The following table sets forth the allocation of the Coretrax Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the Coretrax Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed (in thousands):
|
Initial allocation of the consideration |
Measurement period adjustments |
Final allocation of the consideration |
||||||||||
|
Cash and cash equivalents |
$ |
|
$ | - | $ |
|
||||||
|
Accounts receivables, net |
|
(
|
) |
|
||||||||
|
Inventories |
|
- |
|
|||||||||
|
Other current assets |
|
(
|
) |
|
||||||||
|
Property, plant and equipment |
|
(110 | ) |
|
||||||||
|
Goodwill |
|
|
|
|||||||||
|
Intangible assets |
|
- |
|
|||||||||
|
Operating lease right-of-use assets |
|
- |
|
|||||||||
|
Total assets |
|
|
|
|||||||||
|
Accounts payable and accrued liabilities |
|
- |
|
|||||||||
|
Operating lease liabilities |
|
- |
|
|||||||||
|
Current tax liabilities |
|
(
|
) |
|
||||||||
|
Other current liabilities |
|
|
|
|||||||||
|
Non-current tax liabilities |
|
|
|
|||||||||
|
Deferred tax liabilities |
|
(
|
) |
|
||||||||
|
Non-current operating lease liabilities |
|
- |
|
|||||||||
|
Long-term borrowings |
|
- |
|
|||||||||
|
Total liabilities |
|
|
|
|||||||||
|
Fair value of net assets acquired |
$ |
|
$ |
(
|
) | $ |
|
|||||
The preliminary valuation of the assets acquired and liabilities assumed, including other liabilities, in the Coretrax Acquisition initially resulted in a goodwill of $
The intangible assets will be amortized on a straight-line basis over an estimated
The goodwill related to the Coretrax Acquisition consists largely of the synergies and economies of scale expected from the acquired technology and customer relationships and contracts. The goodwill is not subject to amortization but will be evaluated at least annually for impairment or more frequently if impairment indicators are present.
Supplemental pro forma financial information
The Company has determined the estimated unaudited pro forma financial information to be immaterial for the three and nine months ended September 30, 2024, assuming the Coretrax Acquisition had been completed as of January 1, 2024. This is not necessarily indicative of the results that would have occurred had the Coretrax Acquisition been completed on the respective dates indicated or of future operating results.
|
4. |
Fair value measurements |
Recurring Basis
A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2025 and December 31, 2024 , were as follows (in thousands):
|
September 30, 2025 |
||||||||||||||||
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
Assets: |
||||||||||||||||
|
Non-current accounts receivable, net |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Liabilities: |
||||||||||||||||
|
Contingent consideration |
|
|
|
|
||||||||||||
|
Long-term borrowings |
|
|
|
|
||||||||||||
|
Finance lease liabilities |
|
|
|
|
||||||||||||
|
December 31, 2024 |
||||||||||||||||
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
Assets: |
||||||||||||||||
|
Non-current accounts receivable, net |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Liabilities: |
||||||||||||||||
|
Contingent consideration |
|
|
|
|
||||||||||||
|
Long-term borrowings |
|
|
|
|
||||||||||||
|
Finance lease liabilities |
|
|
|
|
||||||||||||
We have certain contingent consideration assets and liabilities related to acquisitions which are measured at fair value using Level 3 inputs. The amount of contingent consideration due from or due to the sellers is based on the achievement of agreed-upon financial performance metrics by the acquired company, as determined by the terms of the contingent consideration agreements with the sellers of each acquired company. We record a liability at the time of the acquisition based on the present value of management’s best estimates of the future results of the acquired companies compared to the agreed-upon metrics. After the date of acquisition, we update the original valuation to reflect the passage of time and current projections of future results of the acquired companies. Accretion of, and changes in the valuations of, contingent consideration are reported on the condensed consolidated statement of operations within “Severance and other expense.”
|
5. |
Business segment reporting |
Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), which is our chief executive officer (“CEO”), in deciding how to allocate resources and assess performance. Our operations are comprised of
|
• |
North and Latin America (“NLA”), |
|
• |
Europe and Sub-Saharan Africa (“ESSA”), |
|
• |
Middle East and North Africa (“MENA”), and |
|
• |
Asia-Pacific (“APAC”). |
Each reportable segment provides products and services in well construction, well flow management, subsea well access and well intervention and integrity to operators within their respective geographic regions. The reportable segments are separately managed business units consistent with the way our CODM manages the business. Activity in each region may vary and may not be responsive to changes in the broader global oil and gas market, and demand for our various offerings will generally benefit all product lines in that region. Assets used in support of our operations can in many instances be moved from country to country within a region in order to address demand.
The accounting policies of the segments are the same as those described in Note 2 “Basis of presentation and significant accounting policies.”
Our CODM regularly evaluates the performance of our operating segments using Segment EBITDA, which we define as income (loss) before income taxes adjusted for corporate costs, equity in income of joint ventures, depreciation and amortization expense, impairment expense, severance and other expense, gain (loss) on disposal of assets, foreign exchange (gains) losses, merger and integration expense, other income (expenses), net, interest and finance expense, net and stock-based compensation expense.
The CODM uses Segment EBITDA to allocate resources (including employees, property and capital resources) to each segment predominantly in the annual budget and forecasting process. Our CODM assesses the performance using Segment EBITDA to compare the results of each segment with one another and considers budget-to-actual variances on a monthly basis. Our CODM also uses Segment EBITDA to evaluate product pricing and determine the compensation of certain employees.
The following tables present our revenue, significant segment expenses and Segment EBITDA disaggregated by our operating segments and reconciliation to income before income taxes (in thousands):
|
Three Months Ended September 30, 2025 |
||||||||||||||||||||
|
NLA |
ESSA |
MENA |
APAC |
Consolidated |
||||||||||||||||
|
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Compensation and related cost |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Cost of product, materials, and supplies |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Other (1) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Total Segment EBITDA |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Corporate costs (2) |
(
|
) | ||||||||||||||||||
|
Equity in income of joint ventures |
|
|||||||||||||||||||
|
Depreciation and amortization expense |
(
|
) | ||||||||||||||||||
|
Merger and integration expense |
(
|
) | ||||||||||||||||||
|
Severance and other expense |
(
|
) | ||||||||||||||||||
|
Stock-based compensation expense |
(
|
) | ||||||||||||||||||
|
Foreign exchange loss |
(
|
) | ||||||||||||||||||
|
Other income, net |
|
|||||||||||||||||||
|
Interest and finance expense, net |
(
|
) | ||||||||||||||||||
|
Income before income taxes |
$ |
|
||||||||||||||||||
|
Three Months Ended September 30, 2024 |
||||||||||||||||||||
|
NLA |
ESSA |
MENA |
APAC |
Consolidated |
||||||||||||||||
|
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Compensation and related cost |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Cost of product, materials, and supplies |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Other (1) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Total Segment EBITDA |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Corporate costs (2) |
(
|
) | ||||||||||||||||||
|
Equity in income of joint ventures |
|
|||||||||||||||||||
|
Depreciation and amortization expense |
(
|
) | ||||||||||||||||||
|
Merger and integration expense |
(
|
) | ||||||||||||||||||
|
Severance and other income |
(
|
) | ||||||||||||||||||
|
Stock-based compensation expense |
(
|
) | ||||||||||||||||||
|
Foreign exchange loss |
(
|
) | ||||||||||||||||||
|
Other income, net |
|
|||||||||||||||||||
|
Interest and finance expense, net |
(
|
) | ||||||||||||||||||
|
Income before income taxes |
$ |
|
||||||||||||||||||
|
Nine Months Ended September 30, 2025 |
||||||||||||||||||||
|
NLA |
ESSA |
MENA |
APAC |
Consolidated |
||||||||||||||||
|
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Compensation and related cost |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Cost of product, materials, and supplies |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Other (1) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Total Segment EBITDA |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Corporate costs (2) |
(
|
) | ||||||||||||||||||
|
Equity in income of joint ventures |
|
|||||||||||||||||||
|
Depreciation and amortization expense |
(
|
) | ||||||||||||||||||
|
Merger and integration expense |
(
|
) | ||||||||||||||||||
|
Severance and other expense |
(
|
) | ||||||||||||||||||
|
Stock-based compensation expense |
(
|
) | ||||||||||||||||||
|
Foreign exchange gain |
|
|||||||||||||||||||
|
Other income, net |
|
|||||||||||||||||||
|
Interest and finance expense, net |
(
|
) | ||||||||||||||||||
|
Income before income taxes |
$ |
|
||||||||||||||||||
|
Nine Months Ended September 30, 2024 |
||||||||||||||||||||
|
NLA |
ESSA |
MENA |
APAC |
Consolidated |
||||||||||||||||
|
Revenue |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Compensation and related cost |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Cost of product, materials, and supplies |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Other (1) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
|
Total Segment EBITDA |
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||
|
Corporate costs (2) |
(
|
) | ||||||||||||||||||
|
Equity in income of joint ventures |
|
|||||||||||||||||||
|
Depreciation and amortization expense |
(
|
) | ||||||||||||||||||
|
Merger and integration expense |
(
|
) | ||||||||||||||||||
|
Severance and other expense |
(
|
) | ||||||||||||||||||
|
Stock-based compensation expense |
(
|
) | ||||||||||||||||||
|
Foreign exchange loss |
(
|
) | ||||||||||||||||||
|
Other income, net |
|
|||||||||||||||||||
|
Interest and finance expense, net |
(
|
) | ||||||||||||||||||
|
Income before income taxes |
$ |
|
||||||||||||||||||
|
( 1 ) |
Other segment expenses consists primarily of facilities, sales and purchase tax, motor vehicles, insurance, professional and other costs. |
|
( 2 ) |
Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing and health and safety. |
The following table presents total assets by geographic region and assets held centrally. Assets held centrally includes certain property plant and equipment, investments in joint ventures, collateral deposits, income tax related balances, corporate cash and cash equivalents, accounts receivable and other current and non-current assets, which are not included in the measure of segment assets reviewed by the CODM:
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
NLA |
$ |
|
$ |
|
||||
|
ESSA |
|
|
||||||
|
MENA |
|
|
||||||
|
APAC |
|
|
||||||
|
Assets held centrally |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
The following table presents our capital expenditures disaggregated by our operating segments (in thousands):
|
Nine Months Ended September 30, |
||||||||
|
2025 |
2024 |
|||||||
|
NLA |
$ |
|
$ |
|
||||
|
ESSA |
|
|
||||||
|
MENA |
|
|
||||||
|
APAC |
|
|
||||||
|
Assets held centrally |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
|
6. |
Revenue |
Disaggregation of revenue
We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 5 “ Business segment reporting ,” as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Additionally, we disaggregate our revenue into main areas of capabilities.
The following table sets forth the total amount of revenue by main area of capabilities as follows (in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Well Construction |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Well Management |
|
|
|
|
||||||||||||
|
Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
Contract balances
We perform our obligations under contracts with our customers by transferring services and products in exchange for consideration. The timing of our performance often differs from the timing of our customer’s payment, which results in the recognition of unbilled receivables and deferred revenue.
Unbilled receivables are initially recognized for revenue earned on completion of the performance obligation which are not yet invoiced to the customer. The amounts recognized as unbilled receivables are reclassified to trade receivable upon billing. Deferred revenue represents the Company’s obligation to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer.
Contract balances consisted of the following as of September 30, 2025 , and December 31, 2024 (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
Trade receivable, net |
$ |
|
$ |
|
||||
|
Unbilled receivables (included within accounts receivable, net) |
$ |
|
$ |
|
||||
|
Contract assets (included within accounts receivable, net) |
$ |
|
$ |
|
||||
|
Deferred revenue (included within other liabilities) |
$ |
|
$ |
|
||||
Contract assets include unbilled amounts resulting from sales under our long-term construction-type contracts when revenue recognized exceeds the amount billed to the customer and right to payment is conditional or subject to completing a milestone, such as a phase of the project. Contract assets are not considered a significant financing component, as they are intended to protect the customer in the event that we do not perform our obligations under the contract. Contract assets are generally classified as current, as it is very unusual for us to have contract assets with a term of greater than one year. Our contract assets are reported in a net position on a contract-by-contract basis at the end of each reporting period.
The Company recognized revenue during the
three
and
nine
months ended
September 30, 2025
of $
As of
September 30, 2025
, $
Transaction price allocated to remaining performance obligations
Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. We have elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less and for our long-term contracts we have a right to consideration from customers in an amount that corresponds directly with the value to the customer of the performance completed to date. With respect to our long-term construction contracts, revenue allocated to remaining performance obligations is immaterial as of September 30, 2025 .
|
7. |
Income taxes |
For interim financial reporting, the annual tax rate is based on pre-tax income (loss) before equity in income of joint ventures. We have historically calculated the income tax expense/(benefit) during interim reporting periods by applying a full year estimated Annual Effective Tax Rate (“AETR”) to income (loss) before income taxes, excluding infrequent or unusual discrete items, for the reporting period. For the nine months ended September 30, 2025 , we concluded, consistent with prior periods, that using an AETR would not provide a reliable estimate of income taxes due to the forecasting methodology used to project income (loss) before income taxes, resulting in significant changes in the estimated AETR. Thus, we concluded to use a discrete effective tax rate, which treats the year-to-date period as an annual period, to calculate income taxes for the nine months ended September 30, 2025 .
Our effective tax rates was
Our effective tax rate was impacted primarily due to changes in the mix of taxable profits between jurisdictions with different tax regimes, in particular in our MENA and ESSA regions, and recognition of deferred taxes related to the Coretrax Acquisition in the first quarter of 2025.
Impact of the One Big Beautiful Bill Act (OBBBA)
On
July 4, 2025,
the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing various changes to U.S. federal tax law. We do
not
expect the OBBBA to have a material impact on our consolidated financial statements for the fiscal year ending
December 31, 2025
and are currently evaluating the potential impact of the OBBBA on our future periods.
|
8. |
Investment in joint ventures |
We have investments in
two
joint venture companies, which together provide us access to certain Asian markets that otherwise would be challenging for us to penetrate or develop effectively on our own. COSL-Expro Testing Services (Tianjin) Co. Ltd (“CETS”), in which we have a
The carrying value of our investment in joint ventures as of September 30, 2025 , and December 31, 2024 , was as follows (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
CETS |
$ |
|
$ |
|
||||
|
PVD-Expro |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
|
9. |
Accounts receivable, net |
Accounts receivable, net consisted of the following as of September 30, 2025 , and December 31, 2024 (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
Accounts receivable |
$ |
|
$ |
|
||||
|
Less: Expected credit losses |
(
|
) |
(
|
) | ||||
|
Total |
$ |
|
$ |
|
||||
|
Current |
|
|
||||||
|
Non – current |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
|
10. |
Inventories |
Inventories consisted of the following as of September 30, 2025 , and December 31, 2024 (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
Finished goods |
$ |
|
$ |
|
||||
|
Raw materials, equipment spares and consumables |
|
|
||||||
|
Work-in-progress |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
|
11. |
Other assets and liabilities |
Other assets consisted of the following as of September 30, 2025 , and December 31, 2024 (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
Prepayments |
$ |
|
|
|||||
|
Value-added tax receivables |
|
|
||||||
|
Collateral deposits |
|
|
||||||
|
Deposits |
|
|
||||||
|
Other |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
|
Current |
|
|
||||||
|
Non – current |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
Other liabilities consisted of the following as of September 30, 2025 , and December 31, 2024 (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
Deferred revenue |
$ |
|
$ |
|
||||
|
Other tax and social security |
|
|
||||||
|
Provisions |
|
|
||||||
|
Contingent consideration |
|
|
||||||
|
End of service benefits |
|
|
||||||
|
Other |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
|
Current |
|
|
||||||
|
Non – current |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
|
12. |
Accounts payable and accrued liabilities |
Accounts payable and accrued liabilities consisted of the following as of September 30, 2025 , and December 31, 2024 (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
Accounts payable – trade |
$ |
|
$ |
|
||||
|
Payroll, vacation and other employee benefits |
|
|
||||||
|
Accruals for goods received not invoiced |
|
|
||||||
|
Accrued liabilities |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
|
13. |
Property, plant and equipment, net |
Property, plant and equipment, net consisted of the following as of September 30, 2025 , and December 31, 2024 (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
Cost: |
||||||||
|
Land |
$ |
|
$ |
|
||||
|
Land improvements |
|
|
||||||
|
Buildings and lease hold improvements |
|
|
||||||
|
Plant and equipment |
|
|
||||||
|
|
|
|||||||
|
Less: Accumulated depreciation |
(
|
) |
(
|
) | ||||
|
Total |
$ |
|
$ |
|
||||
The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of September 30, 2025 and December 31, 2024 and included in amounts above is as follows (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
Cost: |
||||||||
|
Buildings |
$ |
|
$ |
|
||||
|
Plant and equipment |
|
|
||||||
|
|
|
|||||||
|
Less: Accumulated amortization |
(
|
) |
(
|
) | ||||
|
Total |
$ |
|
$ |
|
||||
Depreciation expense relating to property, plant and equipment, including assets under finance leases, was $
|
14. |
Intangible assets, net |
The following table summarizes our intangible assets comprising of Customer Relationships & Contracts (“CR&C”), Trademarks, Technology and Software as of September 30, 2025 and December 31, 2024 (in thousands):
|
September 30, 2025 |
December 31, 2024 |
September 30, 2025 |
||||||||||||||||||||||||||
|
Gross carrying amount |
Accumulated impairment and amortization |
Net book value |
Gross carrying amount |
Accumulated impairment and amortization |
Net book value |
Weighted average remaining life (years) |
||||||||||||||||||||||
|
CR&C |
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|
|||||||||||||
|
Trademarks |
|
(
|
) |
|
|
(
|
) |
|
|
|||||||||||||||||||
|
Technology |
|
(
|
) |
|
|
(
|
) |
|
|
|||||||||||||||||||
|
Software |
|
(
|
) |
|
|
(
|
) |
|
|
|||||||||||||||||||
|
Total |
$ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
|
|||||||||||||
Amortization expense for intangible assets was $
The following table summarizes the intangible assets which were acquired pursuant to the Coretrax Acquisition (in thousands):
|
Acquired Fair Value |
Weighted average life (years) |
|||||||
|
Coretrax: |
||||||||
|
CR&C |
$ |
|
|
|||||
|
Trademarks |
|
|
||||||
|
Software |
|
|
||||||
|
Technology |
|
- | ||||||
|
Total |
$ |
|
|
|||||
|
15. |
Goodwill |
Our reporting units are our operating segments which are NLA, ESSA, MENA and APAC.
The allocation of goodwill by operating segment as of September 30, 2025 and December 31, 2024 is as follows (in thousands):
|
September 30, |
December 31, |
|||||||
|
2025 |
2024 |
|||||||
|
NLA |
$ |
|
$ |
|
||||
|
ESSA |
|
|
||||||
|
MENA |
|
|
||||||
|
APAC |
|
|
||||||
|
Total |
$ |
|
$ |
|
||||
The following table summarizes the goodwill by operating segment which were acquired pursuant to the Coretrax Acquisition (in thousands):
|
Coretrax |
||||
|
NLA |
$ |
|
||
|
ESSA |
|
|||
|
MENA |
|
|||
|
APAC |
|
|||
|
Total |
$ |
|
||
|
16. |
Interest bearing loans |
New Credit Facility
On
July 23, 2025,
the Company and certain subsidiaries entered into a new senior secured credit facility (the “New Credit Facility”) with DNB Bank ASA, London Branch, as agent, and other lenders, in an aggregate principal amount of up to $
Proceeds from the revolving facility may be used for general corporate purposes, and proceeds from the bridge facility may be used for acquisitions, capital expenditures related to acquisitions, and related expenses.
The facility is jointly and severally guaranteed by certain subsidiaries and secured by
first
-priority liens on equity interests, operating accounts, and other assets, subject to customary exceptions. The guarantors must represent at least
Borrowings bear interest at a floating rate (subject to a
The agreement includes customary affirmative and negative covenants, including limitations on asset sales, indebtedness, investments, distributions, and affiliate transactions. Financial covenants require a minimum interest coverage ratio of and a total net leverage ratio cap of tested quarterly. Events of default include payment defaults, covenant breaches, misrepresentations, insolvency events, and revocation of guarantees. The agreement also contains cross-default provisions and requires prepayment in certain events such as asset sales, change of control, or illegality.
As of
September 30, 2025
, we had $
|
17. |
Commitments and contingencies |
Commercial Commitments
During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to
third
parties. We entered into contractual commitments for the acquisition of property, plant and equipment totaling $
Contingencies
Certain conditions may exist as of the date our unaudited condensed consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be reasonably estimated, then the estimated liability would be accrued in our unaudited condensed consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of September 30, 2025 and December 31, 2024 . We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.
|
18. |
Post-retirement benefits |
Amounts recognized in the unaudited condensed consolidated statements of operations in respect of the defined benefit schemes were as follows (in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Amortization of prior service credit |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Interest cost |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Expected return on plan assets |
|
|
|
|
||||||||||||
|
Total |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
The Company contributed $
Amortization of prior service credit, interest cost and expected return on plan assets have been recognized in “Other income, net” in the unaudited condensed consolidated statements of operations.
|
19. |
Earnings per share |
Basic earnings per share attributable to Company stockholders is calculated by dividing net income attributable to the Company by the weighted-average number of common shares outstanding for the period. Diluted earnings per share attributable to Company stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units, stock options and Employee Stock Purchase Program (“ESPP”) shares.
The calculation of basic and diluted earnings per share attributable to Company stockholders for the three and nine months ended September 30, 2025 and 2024 , respectively, are as follows (in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Net income |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Basic weighted average number of shares outstanding |
|
|
|
|
||||||||||||
|
Effect of dilutive securities: |
||||||||||||||||
|
Unvested restricted stock units |
|
|
|
|
||||||||||||
|
ESPP shares |
|
|
|
|
||||||||||||
|
Stock options |
|
|
|
|
||||||||||||
|
Diluted weighted average number of shares outstanding |
|
|
|
|
||||||||||||
|
Total basic earnings per share |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Total diluted earnings per share |
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
For the
three
and
nine
months ended
September 30, 2025
, approximately
|
20. |
Related party disclosures |
Our related parties consist primarily of CETS and PVD-Expro, the
two
companies in which we exert significant influence. During the
three
and
nine
months ended
September 30, 2025
, goods and services provided to related parties was $
Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was less than $
As of
September 30, 2025
and
December 31, 2024
amounts receivable from related parties were $
|
21. |
Stock-based compensation |
Stock-based compensation expense relating to the Long-Term Incentive Plan (“LTIP”), including restricted stock units (“RSUs”) and performance restricted stock units (“PRSUs”) for the
three
and
nine
months ended
September 30, 2025
was $
During the
nine
months ended
September 30, 2025
,
During the
three
and
nine
months ended
September 30, 2025
we recognized $
|
22. |
Supplemental cash flow |
|
Nine Months Ended September 30, |
||||||||
|
2025 |
2024 |
|||||||
|
Supplemental disclosure of cash flow information: |
||||||||
|
Cash paid for income taxes, net of refunds |
$ |
|
$ |
|
||||
|
Cash paid for interest, net |
$ |
|
$ |
|
||||
|
Change in accounts payable and accrued expenses related to capital expenditures |
$ |
|
$ |
|
||||
Item 2. Management ’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements and notes thereto and “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” included in our Annual Report.
This section contains forward-looking statements that are based on management ’ s current expectations, estimates and projections about our business and operations, and involve risks and uncertainties. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements because of various factors, including those described in the sections titled “ Cautionary Note Regarding Forward-Looking Statements ” and “ Risk Factors ” of this Form 10-Q and our Annual Report.
Overview of Business
Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality. With roots dating to 1938, we have approximately 8,500 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in over 50 countries. Our extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.
|
Well Construction |
|
• |
Our well construction products and services support customers’ new wellbore drilling, wellbore completion and recompletion, and wellbore plug and abandonment requirements. We offer advanced technology solutions in tubular running services, tubular products, cementing, drilling and wellbore cleanup. With a focus on innovation, we are continuing to advance the way wells are constructed by optimizing process efficiency on the rig floor, developing new methods to handle and install tubulars, and mitigating well integrity risks. We believe we are a market leader in deepwater tubular running services and solutions. In recent years, we have added a range of lower-risk, open water cementing solutions. We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems. |
|
Well Management |
|
| Our well management offerings consist of well flow management, subsea well access and well intervention and integrity services: |
|
• |
Well flow management : We gather valuable well and reservoir data, with a particular focus on well-site safety and environmental impact. We provide global, comprehensive well flow management systems for the safe production, measurement and sampling of hydrocarbons from a well, including well testing during the exploration and appraisal phase of a new field; flowback and clean-up of a new well prior to production; and in-line testing of a well during its production life. We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; flare reduction and other emissions management solutions; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. |
|
• |
Subsea well access : With nearly 50 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well. We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies (“SSTA”) and a range motion-compensating and other surface handling equipment. We also provide services and solutions through a rig-deployed Intervention Riser System (“IRS”) utilizing rigs owned by a third party and have capabilities for vessel-deployed services. In addition, we provide systems integration and project management services. |
|
• |
Well intervention and integrity : We provide well intervention solutions to acquire and interpret well data, maintain and restore well bore integrity and improve production. In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced and acquired a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in wellbore annuli; Galea™, an autonomous well intervention solution; and expandable casing patches designed to repair damaged production casing or isolate existing perforations prior to refracturing a well (a so called “patch and perf”). We also possess several other distinct technical capabilities, including fiber optic-enabled data acquisition and interpretation services, non-intrusive metering technologies and wireless telemetry systems for reservoir monitoring. |
We operate a global business and have a diverse and relatively stable customer base that is comprised of national oil companies (“NOC”), international oil companies (“IOC”), independent exploration and production companies (“Independents”) and service partners. We have strong relationships with a number of the world’s largest NOCs and IOCs, some of which have been our customers for decades. We are dedicated to safely and sustainably delivering maximum value to our customers.
We organize and manage our operations on a geographical basis. Our reporting structure and the key financial information used by our management team is organized around our four operating segments: (i) North and Latin America (“NLA”), (ii) Europe and Sub-Saharan Africa (“ESSA”), (iii) Middle East and North Africa (“MENA”) and (iv) Asia-Pacific (“APAC”).
How We Generate Our Revenue
Our revenue is derived primarily from providing services in well construction, well flow management, subsea well access and well intervention and integrity to operators globally. Our revenue includes equipment service charges, personnel charges, run charges and consumables. Some of our contracts allow us to charge for additional deliverables, such as the costs of mobilization of people and equipment and customer specific engineering costs associated with a project. We also procure products and services on behalf of our customers that are provided by third parties for which we are reimbursed with a mark-up or in connection with an integrated services contract. We also design, manufacture and sell equipment, which is typically done in connection with a related operations and maintenance arrangement with a particular customer. In addition, we also generate revenue from the sale of certain well construction products.
Commodity Prices and Market Conditions
Commodity Prices
Average daily oil demand in the third quarter of 2025 exceeded the average daily demand levels in the previous quarter, the third quarter of 2024, and the full year average for 2024. Liquids demand is expected to grow by 1.1 million b/d in 2025 compared to 2024. Overall, in the third quarter, Brent crude oil prices remained relatively stable, trading in a range of around $65 to $75 per barrel (/bbl). Prices were initially supported by optimism surrounding potential progress in resolving the Russia-Ukraine conflict, as well as seasonal demand strength and ongoing geopolitical tensions, averaging $71/bbl in July. However, a modest downward trend emerged toward the second half of the quarter, driven primarily by the Organization of the Petroleum Exporting Countries and certain other oil producing nations (“OPEC+”) signaling an accelerated rollback of voluntary production cuts.
Market Conditions
Following a largely balanced quarter, growing global oil supply and the transition away from peak summer seasonal demand is expected to lead to significant growth in global oil inventories over the coming months, placing downward pressure on prices. Despite this more conservative expected price environment and broader market softening, demand for hydrocarbons as part of the global energy mix remains, requiring continued long-term investment and activity to support supply.
There are a number of market factors that have had, and may continue to have, an effect on our business, including:
|
• |
The market for energy services and our business are substantially dependent on the price of oil and, to a lesser extent, the regional price of gas, which are both driven by market supply and demand. Changes in oil and gas prices impact customer willingness to spend on exploration and appraisal, development, production, and abandonment activities. The extent of the impact of a change in oil and gas prices on these activities varies extensively between geographic regions, types of customers, types of activities and the financial returns of individual projects. |
|
• |
Activity related to gas and liquified natural gas (“LNG”) production (and associated asset development) continues to grow as demand still outpaces supply and long-term energy security remains a priority. More broadly, the net-zero targets of many nations require a transition to lower-carbon sources such as natural gas and LNG, resulting in increased investment in the production of the fuels. |
|
• |
International, offshore and deepwater activity continues to provide a source of growth throughout 2025. We also experienced an increased demand for services related to brownfield and production enhancement and infield development programs as operators strived to maximize their previous investments and maintain production with a lower carbon footprint. In addition, we have seen an increase in demand for production optimization technologies, especially in support of gas and LNG developments. |
|
• |
Expro remains selective in pursuing low-carbon opportunities that support operators’ drive for increased sustainability in their hydrocarbon production, including early-stage carbon capture and storage and flare reduction. While the broader trend toward decarbonization continues, our customers focus remains on energy security and returns driven by their core hydrocarbon businesses. |
Outlook
Average daily global liquids demand in the third quarter exceeded the previous quarter and the 2024 full-year average and is expected to remain steady through 2025. The third quarter of 2025 was relatively stable, with Brent crude trading between $65 to $75/bbl, averaging $71/bbl in July and $68/bbl in September. Initially, prices were supported by optimism around potential progress in resolving the Russia-Ukraine conflict and summer demand strength but began trending downward from August as OPEC+ accelerated the unwinding of voluntary production cuts.
The U.S. Energy Information Administration (“EIA”) forecasts global liquids consumption will average 104.0 million b/d in 2025, up 1.1 million b/d from 2024. A further 1.1 million b/d increase is expected in 2026, driven mainly by non-OECD markets, especially in China and India. However, downside risks remain due to ongoing macroeconomic uncertainty, trade tensions and the accelerating adoption of electric vehicles in China. Despite slower growth, demand for hydrocarbons continues to rise, necessitating long-term investment and activity.
Global liquid fuels production is forecast to grow by 2.7 million b/d in 2025 to average 105.9 million b/d, and by another 1.3 million b/d in 2026. Growth is led by non-OPEC+ producers with output from the United States, Brazil, Canada and Guyana driving gains – particularly in South America where new offshore vessels have started up ahead of schedule in Brazil and Guyana, with additional projects still in development. OPEC+ crude oil production is set to increase by 0.5 million b/d in 2025 and 0.6 million b/d in 2026, with the assumption that recent production increases will moderate as some members reach the practical limitations of their output, while others will aim to keep inventory builds from accelerating too quickly, limiting further oil price declines.
As a result of these supply-demand dynamics, inventories are expected to build from the fourth quarter, placing downward pressure on prices into 2026. The EIA expects Brent to average $62/bbl in the fourth quarter of 2025 and $52/bbl in the first half of 2026, leading to full-year averages of $69/bbl in 2025 and $52/bbl in 2026. Significant uncertainties remain however, including China’s pace of inventory building, risks to supply such as the ongoing Russia-Ukraine conflict and potential for further sanctions and ongoing trade negotiations and the effects on economic and oil demand growth. OPEC+ may also reassess its production plans to mitigate further price declines amid expected oversupply.
Despite the expected market softening, Expro remains confident in the underlying demand for hydrocarbons and the ongoing need for long-term investment. We maintain a cautiously optimistic outlook and anticipate steady demand for our services across key markets, underpinned by both strategic growth in offshore developments and brownfield activity.
On the natural gas side, price forecasts have been revised downward for 2025 and 2026. The EIA now expects Henry Hub prices to average $3.40 per million British thermal units (“MMBtu”) in 2025, up from $2.20/MMBtu in 2024, rising to an average of $3.90/MMBtu in 2026. The lower outlook reflects robust domestic natural gas production in the U.S., leading to increased storage levels. Rystad Energy forecasts prices at the European Title Transfer Facility (“TTF”) and Northeast Asia spot will also be slightly weaker than previously forecast, averaging $12.20/MMBtu and $12.40/MMBtu this year, respectively. For 2026 the TTF is expected to average $9.75/MMBtu and the Asian spot forecast to average $10.25/MMBtu. The reduced forecasts reflect weaker Asian demand, lower U.S. LNG delivery costs, and broader macroeconomic uncertainty. While the market is expected to loosen further with new LNG capacity in 2026, natural gas remains a key part of the energy transition and a long-term opportunity for Expro.
Overall, upstream investments are expected to remain largely flat in 2025, reflecting heightened uncertainty and weaker prices; however, a modest recovery is projected for 2026. Notably, activity remains resilient in Europe and Sub-Saharan Africa this year, with growth in North and Latin America and the Middle East also expected next year. The offshore segment continues to lead investment momentum, particularly in deepwater developments in Latin America – most notably in Brazil and Guyana – as well as the North Sea. These remain areas of strength for Expro and provide opportunities for growth across our well construction, well flow management and subsea portfolios as we enter 2026.
As operators continue to prioritize capital discipline, we see sustained demand for our brownfield offerings including our well intervention, production optimization and digital services, as our customers look to maximize value from their existing assets through increased spending for production operating expenditures. Our customers remain focused on energy security and financial returns, and Expro also continues to provide carbon-capture and flare reduction solutions to support increased sustainability of their operations.
While market uncertainty persists, driven largely by oversupply concerns and macroeconomic risks, the global reliance on oil and gas will continue to drive demand. Expro’s broad product and service portfolio, strategic offshore exposure, and growing presence in sustainable energy, position us to navigate near-term headwinds while capitalizing on emerging opportunities. Our diversified offering enables us to balance risk, maintain resilience through market cycles, and support our customers across the full life cycle of their assets.
How We Evaluate Our Operations
We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including Revenue and Adjusted EBITDA.
Revenue : We analyze our performance by comparing actual monthly revenue by operating segments and areas of capabilities to our internal projections for each month. Our revenue is primarily derived from well construction, well flow management, subsea well access and well intervention and integrity solutions.
Segment EBITDA : We use Segment EBITDA to assess the performance and compare the results of each segment with one another and consider budget-to-actual variances on a monthly basis. Segment EBITDA excludes non-cash charges and corporate transactions not related to the operating activities of our segments and allows more meaningful analysis of the trends and performance of our segments.
Adjusted EBITDA : We regularly evaluate our financial performance using Adjusted EBITDA. Our management believes Adjusted EBITDA is a useful financial performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and allows more meaningful analysis of the trends and performance of our core operations.
Adjusted EBITDA is a non-GAAP financial measure. Please refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial performance measure calculated and presented in accordance with GAAP.
Executive Overview
Three months ended September 30, 2025, compared to three months ended June 30, 2025
Certain highlights of our financial results include:
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Revenue for the three months ended September 30, 2025, decreased by $11.4 million, or 2.7%, to $411.4 million, compared to $422.7 million for the three months ended June 30, 2025. The decrease in revenue was a result of lower activity in the ESSA, MENA and APAC segments. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.” |
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We reported net income for the three months ended September 30, 2025, of $14.0 million, a decrease of $4.0 million, or 22.4%, as compared to net income of $18.0 million for the three months ended June 30, 2025. Net income margin was 3.4% for the three months ended September 30, 2025 compared to 4.3% for the three months ended June 30, 2025. The decrease primarily reflected a negative change in gain (loss) on foreign exchange of $5.7 million, partially offset by lower severance and other expense of $0.9 million and lower merger and integration expense of $1.0 million. |
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Adjusted EBITDA for the three months ended September 30, 2025, decreased by $0.5 million, or 0.5%, to $94.0 million from $94.5 million for the three months ended June 30, 2025. Adjusted EBITDA margin was 22.8% for the three months ended September 30, 2025, up compared to 22.3% for the three months ended June 30, 2025. The decrease in Adjusted EBITDA was primarily due to lower activity while the increase in Adjusted EBITDA margin is primarily attributable to a more favorable activity mix, particularly in the ESSA segment. |
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| • | Net cash provided by operating activities for the three months ended September 30, 2025, was $63.2 million, as compared to net cash provided by operating activities of $48.4 million for the three months ended June 30, 2025, primarily driven by favorable working capital movements. |
Nine months ended September 30, 2025, compared to nine months ended September 30, 2024
Certain highlights of our financial results include:
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Revenue for the nine months ended September 30, 2025, decreased by $51.0 million, or 4.0%, to $1,225.0 million, compared to $1,276.0 million for the nine months ended September 30, 2024. The decrease in revenue was a result of lower activity in the ESSA and APAC segments, partially offset by higher activity in MENA. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.” |
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We reported net income for the nine months ended September 30, 2025, of $45.9 million, an increase of $17.0 million, or 59.0%, as compared to net income of $28.9 million for the nine months ended September 30, 2024. Net income margin was 3.7% for the nine months ended September 30, 2025 compared to 2.3% for the nine months ended September 30, 2024. The increase primarily reflected higher Adjusted EBITDA of $17.6 million, lower income tax expense of $9.6 million, a positive change in gain (loss) on foreign exchange of $12.4 million and lower merger and integration expense of $7.1 million, partially offset by higher depreciation and amortization expense of $17.1 million and higher severance and other expense of $10.6 million. |
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Adjusted EBITDA for the nine months ended September 30, 2025, increased by $17.6 million, or 7.1%, to $264.7 million from $247.0 million for the nine months ended September 30, 2024. Adjusted EBITDA margin was 21.6% for the nine months ended September 30, 2025, up compared to 19.4% for the nine months ended September 30, 2024. The increase in Adjusted EBITDA and Adjusted EBITDA margin, despite the decrease in revenue, is primarily attributable to a more favorable activity mix, particularly in the ESSA and MENA segments. |
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Net cash provided by operating activities for the nine months ended September 30, 2025, was $153.1 million, as compared to net cash provided by operating activities of $72.1 million for the nine months ended September 30, 2024, primarily driven by favorable movement in working capital and an increase in Adjusted EBITDA. |
Non-GAAP Financial Measures
We include in this Form 10-Q the non-GAAP financial measures Adjusted EBITDA and Adjusted EBITDA margin. We provide reconciliations of net income, the most directly comparable financial performance measure calculated and presented in accordance with GAAP, to Adjusted EBITDA.
Adjusted EBITDA and Adjusted EBITDA margin are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others. These non-GAAP financial measures allow our management and others to assess our financial and operating performance as compared to those of other companies in our industry, without regard to the effects of our capital structure, asset base, items outside the control of management and other charges outside the normal course of business.
We define Adjusted EBITDA as net income (loss) adjusted for (a) income tax expense (benefit), (b) depreciation and amortization expense, (c) impairment expense, (d) severance and other expense, net, (e) stock-based compensation expense, (f) merger and integration expense, (g) gain on disposal of assets, (h) other income (expense), net, (i) interest and finance (income) expense, net and (j) foreign exchange (gain) loss. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenues.
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. As Adjusted EBITDA may be defined differently by other companies in our industry, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
The following table presents a reconciliation of net income to Adjusted EBITDA for each of the three and nine months presented (in thousands):
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Three Months Ended |
Nine Months Ended |
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September 30, 2025 |
June 30, 2025 |
September 30, 2025 |
September 30, 2024 |
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Net income |
$ | 13,963 | $ | 18,003 | $ | 45,914 | $ | 28,884 | ||||||||
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Income tax expense |
$ | 14,805 | $ | 13,959 | $ | 27,048 | $ | 36,673 | ||||||||
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Depreciation and amortization expense |
46,195 | 46,716 | 138,332 | 121,184 | ||||||||||||
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Severance and other expense |
5,782 | 6,711 | 18,575 | 8,007 | ||||||||||||
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Merger and integration expense |
1,293 | 2,267 | 5,300 | 12,387 | ||||||||||||
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Other income, net (1) |
(524 | ) | (280 | ) | (2,458 | ) | (1,081 | ) | ||||||||
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Stock-based compensation expense |
7,201 | 7,314 | 21,483 | 19,251 | ||||||||||||
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Foreign exchange loss (gain) |
1,151 | (4,518 | ) | (1,379 | ) | 11,028 | ||||||||||
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Interest and finance expense, net |
4,106 | 4,279 | 11,836 | 10,713 | ||||||||||||
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Adjusted EBITDA |
$ | 93,972 | $ | 94,451 | $ | 264,651 | $ | 247,046 | ||||||||
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Net income margin |
3.4 | % | 4.3 | % | 3.7 | % | 2.3 | % | ||||||||
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Adjusted EBITDA margin |
22.8 | % | 22.3 | % | 21.6 | % | 19.4 | % | ||||||||
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(1) |
Other income, net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business. |
Results of Operations
Operating Segment Results
We evaluate our business segment operating performance using segment revenue and Segment EBITDA, as described in Note 5 “Business segment reporting” in our consolidated financial statements. We believe Segment EBITDA is a useful operating performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and corporate costs, and Segment EBITDA allows management to more meaningfully analyze the trends and performance of our core operations by segment as well as to make decisions regarding the allocation of resources to our segments.
The following table shows revenue by segment and revenue as a percentage of total revenue by segment for the periods presented (in thousands):
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Three Months Ended |
Percentage |
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September 30, 2025 |
June 30, 2025 |
September 30, 2025 |
June 30, 2025 |
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NLA |
$ | 150,868 | $ | 142,582 | 36.7 | % | 33.7 | % | ||||||||
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ESSA |
125,838 | 132,367 | 30.6 | % | 31.3 | % | ||||||||||
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MENA |
86,061 | 91,016 | 20.9 | % | 21.5 | % | ||||||||||
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APAC |
48,589 | 56,775 | 11.8 | % | 13.5 | % | ||||||||||
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Total Revenue |
$ | 411,356 | $ | 422,740 | 100.0 | % | 100.0 | % | ||||||||
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Nine Months Ended |
Percentage |
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September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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NLA |
$ | 427,728 | $ | 426,776 | 34.9 | % | 33.4 | % | ||||||||
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ESSA |
370,578 | 421,652 | 30.3 | % | 33.0 | % | ||||||||||
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MENA |
270,631 | 239,659 | 22.1 | % | 18.8 | % | ||||||||||
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APAC |
156,031 | 187,872 | 12.7 | % | 14.8 | % | ||||||||||
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Total Revenue |
$ | 1,224,968 | $ | 1,275,959 | 100.0 | % | 100.0 | % | ||||||||
The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income before income taxes for the periods presented (in thousands):
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Three Months Ended |
Segment EBITDA Margin |
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September 30, 2025 |
June 30, 2025 |
September 30, 2025 |
June 30, 2025 |
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NLA |
$ | 36,842 | $ | 33,909 | 24.4 | % | 23.8 | % | ||||||||
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ESSA |
40,503 | 39,635 | 32.2 | % | 29.9 | % | ||||||||||
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MENA |
29,862 | 32,571 | 34.7 | % | 35.8 | % | ||||||||||
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APAC |
10,049 | 14,794 | 20.7 | % | 26.1 | % | ||||||||||
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Total Segment EBITDA |
117,256 | 120,909 | ||||||||||||||
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Corporate costs (1) |
(29,181 | ) | (29,853 | ) | ||||||||||||
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Equity in income of joint ventures |
5,897 | 3,395 | ||||||||||||||
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Depreciation and amortization expense |
(46,195 | ) | (46,716 | ) | ||||||||||||
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Merger and integration expense |
(1,293 | ) | (2,267 | ) | ||||||||||||
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Severance and other expense |
(5,782 | ) | (6,711 | ) | ||||||||||||
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Stock-based compensation expense |
(7,201 | ) | (7,314 | ) | ||||||||||||
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Foreign exchange (loss) gain |
(1,151 | ) | 4,518 | |||||||||||||
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Other income, net |
524 | 280 | ||||||||||||||
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Interest and finance expense, net |
(4,106 | ) | (4,279 | ) | ||||||||||||
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Income before income taxes |
$ | 28,768 | $ | 31,962 | ||||||||||||
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Nine Months Ended |
Segment EBITDA Margin |
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September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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NLA |
$ | 101,136 | $ | 111,915 | 23.6 | % | 26.2 | % | ||||||||
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ESSA |
109,326 | 92,373 | 29.5 | % | 21.9 | % | ||||||||||
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MENA |
96,601 | 83,181 | 35.7 | % | 34.7 | % | ||||||||||
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APAC |
35,705 | 42,227 | 22.9 | % | 22.5 | % | ||||||||||
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Total Segment EBITDA |
342,768 | 329,696 | ||||||||||||||
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Corporate costs (1) |
(91,115 | ) | (95,605 | ) | ||||||||||||
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Equity in income of joint ventures |
12,998 | 12,955 | ||||||||||||||
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Depreciation and amortization expense |
(138,332 | ) | (121,184 | ) | ||||||||||||
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Merger and integration expense |
(5,300 | ) | (12,387 | ) | ||||||||||||
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Severance and other expense |
(18,575 | ) | (8,007 | ) | ||||||||||||
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Stock-based compensation expense |
(21,483 | ) | (19,251 | ) | ||||||||||||
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Foreign exchange gain (loss) |
1,379 | (11,028 | ) | |||||||||||||
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Other income, net |
2,458 | 1,081 | ||||||||||||||
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Interest and finance expense, net |
(11,836 | ) | (10,713 | ) | ||||||||||||
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Income before income taxes |
$ | 72,962 | $ | 65,557 | ||||||||||||
| (1) | 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. |
Three months ended September 30, 2025 compared to three months ended June 30, 2025
NLA
Revenue for the NLA segment was $150.9 million for the three months ended September 30, 2025, an increase of $8.3 million, or 5.8%, compared to $142.6 million for the three months ended June 30, 2025. The increase was primarily due to higher well construction and well flow management revenue in the Gulf of America, partially offset by lower well intervention and integrity revenue in Argentina.
Segment EBITDA for the NLA segment was $36.8 million, or 24.4% of revenues, during the three months ended September 30, 2025, an increase of $2.9 million, or 8.6%, compared to $33.9 million, or 23.8%, of revenues during the three months ended June 30, 2025. The increase in Segment EBITDA and Segment EBITDA margin was primarily attributable to increased activity on higher margin projects.
ESSA
Revenue for the ESSA segment was $125.8 million for the three months ended September 30, 2025, a decrease of $6.5 million, or 4.9%, compared to $132.4 million for the three months ended June 30, 2025. The decrease in revenues was primarily driven by lower well flow management and subsea well access revenue in the U.K. and Norway.
Segment EBITDA for the ESSA segment was $40.5 million, or 32.2% of revenues, for the three months ended September 30, 2025, an increase of $0.9 million, or 2.2%, compared to $39.6 million, or 29.9% of revenues, for the three months ended June 30, 2025. The increase in Segment EBITDA and Segment EBITDA margin, despite the decrease in revenue, was primarily attributable to a favorable product mix and increased activity on higher margin projects.
MENA
Revenue for the MENA segment was $86.1 million for the three months ended September 30, 2025, a decrease of $5.0 million, or 5.4%, compared to $91.0 million for the three months ended June 30, 2025. The decrease in revenue was driven by lower well construction and well intervention and integrity revenue in the Kingdom of Saudi Arabia (“KSA”), the United Arab Emirates (“UAE”), and Qatar.
Segment EBITDA for the MENA segment was $29.9 million, or 34.7% of revenues, for the three months ended September 30, 2025, a decrease of $2.7 million, or 8.3%, compared to $32.6 million, or 35.8% of revenues, for the three months ended June 30, 2025. The decrease in Segment EBITDA and Segment EBITDA margin is consistent with the decrease in revenue.
APAC
Revenue for the APAC segment was $48.6 million for the three months ended September 30, 2025, a decrease of $8.2 million, or 14.4%, compared to $56.8 million for the three months ended June 30, 2025. The decrease in revenue was driven by lower well construction revenue in Australia and lower well flow management, well intervention and integrity, and well construction revenue in Malaysia, partially offset by higher well construction and well flow management revenue in Indonesia.
Segment EBITDA for the APAC segment was $10.0 million, or 20.7% of revenues, for the three months ended September 30, 2025, a decrease of $4.7 million compared to $14.8 million, or 26.1% of revenues, for the three months ended June 30, 2025. The decrease in Segment EBITDA and Segment EBITDA margin is attributable primarily to lower activity and a less favorable product mix.
Equity in income of joint ventures
Equity in income of joint ventures for the three months ended September 30, 2025, increased by $2.5 million to $5.9 million as compared to $3.4 million for the three months ended June 30, 2025. The increase reflects higher income from our joint venture in China during the three months ended September 30, 2025.
Foreign exchange gain (loss)
Foreign exchange loss was $1.2 million for the three months ended September 30, 2025, as compared to foreign exchange gain of $4.5 million for the three months ended June 30, 2025. The change was primarily attributable to unfavorable changes in various exchange rates and lower activity in jurisdictions with local currencies that appreciated relative to the U.S. dollar.
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
NLA
Revenue for the NLA segment was $427.7 million for the nine months ended September 30, 2025, an increase of $1.0 million, or 0.2%, compared to $426.8 million for the nine months ended September 30, 2024. The increase was primarily due to higher subsea well access revenue in the U.S. and by higher well flow management activity in the U.S. and Brazil, partially offset by lower well construction activity in the U.S. and Mexico and lower well flow management revenue in Mexico
Segment EBITDA for the NLA segment was $101.1 million, or 23.6% of revenues, during the nine months ended September 30, 2025, a decrease of $10.8 million, or 9.6%, compared to $111.9 million, or 26.2%, of revenues during the nine months ended September 30, 2024. The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to a less favorable activity mix.
ESSA
Revenue for the ESSA segment was $370.6 million for the nine months ended September 30, 2025, a decrease of $51.1 million, or 12.1%, compared to $421.7 million for the nine months ended September 30, 2024. The decrease in revenue was primarily driven by lower well flow management revenue in Congo and lower subsea well access activity in Angola as a result of one-time projects in 2024 that did not reoccur in 2025, partially offset by higher well construction revenue and well flow management revenue in Cyprus, and higher subsea well access revenue in the U.K. and Norway.
Segment EBITDA for the ESSA segment was $109.3 million, or 29.5% of revenues, for the nine months ended September 30, 2025, an increase of $17.0 million, or 18.4%, compared to $92.4 million, or 21.9% of revenues, for the nine months ended September 30, 2024. The increase in Segment EBITDA and Segment EBITDA margin, despite the decrease in revenue, was primarily attributable to an increase in activities on higher margin services during the nine months ended September 30, 2025.
MENA
Revenue for the MENA segment was $270.6 million for the nine months ended September 30, 2025, an increase of $31.0 million, or 12.9%, compared to $239.7 million for the nine months ended September 30, 2024. The increase in revenue was primarily attributable to increased well flow management revenue in Iraq and Algeria and higher well construction revenue in the KSA and the UAE.
Segment EBITDA for the MENA segment was $96.6 million, or 35.7% of revenues, for the nine months ended September 30, 2025, an increase of $13.4 million, or 16.1%, compared to $83.2 million, or 34.7% of revenues, for the nine months ended September 30, 2024. The increase in Segment EBITDA and Segment EBITDA margin was primarily due to higher revenue and a more favorable activity mix.
APAC
Revenue for the APAC segment was $156.0 million for the nine months ended September 30, 2025, a decrease of $31.8 million, or 16.9%, compared to $187.9 million for the nine months ended September 30, 2024. The decrease in revenue was primarily due to lower subsea well access activity in China and Australia, and lower well flow management activity in Australia, partially offset by higher well construction activity in Australia and Brunei.
Segment EBITDA for the APAC segment was $35.7 million, or 22.9% of revenues, for the nine months ended September 30, 2025, a decrease of $6.5 million compared to $42.2 million, or 22.5% of revenues, for the nine months ended September 30, 2024. The decrease in Segment EBITDA is consistent with the decrease in revenue while the increase in Segment EBITDA margin is largely attributable to an increase in activity on higher margin well construction services.
Depreciation and amortization expense
Depreciation and amortization expense for the nine months ended September 30, 2025 increased by $17.1 million, or 14.2%, to $138.3 million as compared to $121.2 million for the nine months ended September 30, 2024. The increase was generally proportional to the increase in property plant and equipment year over year, including impacts of the Coretrax acquisition.
Merger and integration expense
Merger and integration expense for the nine months ended September 30, 2025 decreased by $7.1 million, or 57.2%, to $5.3 million as compared to $12.4 million for the nine months ended September 30, 2024. The decrease was due to costs associated with the Coretrax acquisition in 2024 that did not repeat in 2025.
Severance and other expense
Severance and other expense for the nine months ended September 30, 2025 increased by $10.6 million, or 132.0%, to $18.6 million as compared to $8.0 million for the nine months ended September 30, 2024. The increase was due to restructuring activity across all segments.
Foreign exchange gain (loss)
Foreign exchange gain for the nine months ended September 30, 2025 was $1.4 million as compared to foreign exchange loss of $11.0 million for the nine months ended September 30, 2024. The change was primarily due to favorable changes in various exchange rates and higher activity in jurisdictions with local currencies that appreciated relative to the U.S. dollar.
Liquidity and Capital Resources
Liquidity
Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. As of September 30, 2025, total available liquidity was $532.0 million, including $198.6 million of cash and cash equivalents and restricted cash and $333.4 million available for borrowings under our Facility Agreement (as defined below). Expro believes these amounts, along with cash generated by ongoing operations, will be sufficient to meet future business requirements for the next 12 months and beyond. Our primary sources of liquidity have been cash flows from operations. Our primary uses of capital have been for capital expenditures, acquisitions and repurchase of company stock. We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements.
Our total capital expenditures are estimated to range between $30 million and $40 million for the remaining three months of 2025. Our total capital expenditures were $78.5 million for the nine months ended September 30, 2025, 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. We continue to focus on preserving and protecting our strong balance sheet, optimizing utilization of our existing assets and, where practical, limiting new capital expenditures.
The Company’s Board of Directors (the “Board”) approved an extension to its stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 25, 2023 through November 24, 2025 (the “Stock Repurchase Program”). Under the Stock Repurchase Program, the Company may repurchase shares of the Company’s common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program will continue to be utilized at management’s discretion and in accordance with federal securities laws. The timing and actual numbers of shares repurchased will depend on a variety of factors including price, corporate requirements, the constraints specified in the Stock Repurchase Program along with general business and market conditions. The Stock Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. During the nine months ended September 30, 2025, the Company repurchased approximately 3.7 million shares at an average price of $10.81 per share, for a total cost of approximately $40.1 million. The Company made no repurchases during the nine months ended September 30, 2024.
Credit Facility
Revolving Credit Facility
On July 23, 2025, the Company and certain of its subsidiaries, including Exploration and Production Services (Holdings) Limited and Expro Holdings U.S. Inc., as borrowers, entered into a senior secured revolving credit facility (the “New Credit Facility”) by and among, inter alia , DNB Bank ASA, London Branch, as agent, and other lenders, in an initial aggregate principal amount of up to $500 million, of which up to $400 million is available as revolving facility loans and up to $100 million is available as term bridge loans. Proceeds of the revolving facility under the Facility Agreement may be used for general corporate and working capital purposes. Proceeds of the bridge facility under the Facility Agreement may be used for acquisitions and investments and capital expenditure in relation to acquisitions and fees, costs and expenses in connection with the foregoing. The Facility Agreement replaces the Company’s prior senior secured revolving credit facility entered into on October 1, 2021 and as amended and restated pursuant to an amendment and restatement agreement on October 6, 2023 (the “Prior Facility Agreement”). The maturity date of the New Credit Facility is July 30, 2029.
During the third quarter of 2025, the Company completed a $22.0 million voluntary prepayment of its New Credit Facility. For the avoidance of doubt, any voluntary prepayment amounts remain available for future drawdowns, over the duration of the facility. The voluntary repayment reduced the outstanding drawn balance from $121.1 million under the Prior Facility Agreement as of June 30, 2025 to $99.1 million under the New Facility Agreement as of September 30, 2025.
Please see Note 16 “Interest bearing loans ” in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.
Cash flow from operating, investing and financing activities
Cash flows from our operations, investing and financing activities are summarized below (in thousands):
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Nine Months Ended |
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September 30, 2025 |
September 30, 2024 |
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Net cash provided by operating activities |
$ | 153,101 | $ | 72,078 | ||||
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Net cash used in investing activities |
(73,512 | ) | (120,725 | ) | ||||
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Net cash (used in) provided by financing activities |
(72,053 | ) | 62,008 | |||||
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Effect of exchange rate changes on cash activities |
6,421 | 458 | ||||||
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Net increase to cash and cash equivalents and restricted cash |
$ | 13,957 | $ | 13,819 | ||||
Analysis of cash flow changes between the nine months ended September 30, 2025 and September 30, 2024
Net cash provided by operating activities
Net cash provided by operating activities was $153.1 million during the nine months ended September 30, 2025 as compared to $72.1 million during the nine months ended September 30, 2024. The increase in net cash provided by operating activities of $81.0 million for the nine months ended September 30, 2025, was primarily driven by favorable movement in working capital and an increase in Adjusted EBITDA.
Net cash used in investing activities
Net cash used in investing activities was $73.5 million during the nine months ended September 30, 2025, as compared to $120.7 million during the nine months ended September 30, 2024, a decrease of $47.2 million. The decrease in net cash used in investing activities was primarily due to a decrease in capital expenditures of $20.6 million and transactions during the nine months ended September 30, 2024 that did not repeat during the nine months ended September 30, 2025 including the $32.5 million payment for the acquisition of Coretrax and the $7.5 million proceeds from settlement of contingent consideration.
Net cash (used in) provided by financing activities
Net cash used in financing activities was $72.1 million during the nine months ended September 30, 2025, as compared to net cash provided by financing activities of $62.0 million during the nine months ended September 30, 2024. The change of $134.1 million in net cash used in financing activities is primarily due to $40.1 million used to repurchase common stock during the nine months ended September 30, 2025 and $22.0 million used to repay borrowings during the third quarter of 2025, and non-repeat of proceeds from borrowings of $72.9 million during the nine months ended September 30, 2024.
New accounting pronouncements
See Note 2 “ Basis of presentation and significant accounting policies ” in our unaudited condensed consolidated financial statements under the heading “Recent accounting pronouncements.”
Critical accounting policies and estimates
There were no changes to our critical accounting policies and estimates from those disclosed in our Annual Report.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:
| • |
our business strategy and prospects for growth; |
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our cash flows and liquidity; |
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our financial strategy, budget, projections and operating results; |
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the amount and timing of any future share repurchases; |
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the amount, nature and timing of capital expenditures; |
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the availability and terms of capital; |
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the exploration, development and production activities of our customers; |
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the market for our existing and future products and services; |
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competition and government regulations; and |
| • | general economic and political conditions, including political tensions, conflicts and war (such as the ongoing Russian war in Ukraine and heightened tensions resulting from the ongoing conflicts in the Middle East). |
These forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “goal,” “plan,” “intend,” “potential,” “predict,” “project,” “may,” “outlook,” or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The forward-looking statements in this Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:
| • | continuing uncertainty relating to global crude oil demand and crude oil prices that correspondingly may lead to further significant reductions in domestic oil and gas activity, which in turn could result in further significant declines in demand for our products and services; |
| • | uncertainty regarding the timing, pace and extent of an economic recovery, or economic slowdown or recession, in the U.S. and other countries, which in turn will likely affect demand for crude oil and therefore the demand for the products and services we provide and the commercial opportunities available to us; | |
| • | the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations; |
| • | unique risks associated with our 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 our international operations, including the impact of actions taken by the OPEC+ and non-OPEC+ nations with respect to production levels and the effects thereof; | |
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our ability to develop new technologies and products and protect our intellectual property rights; |
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our ability to attract, train and retain key employees and other qualified personnel; |
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operational safety laws and regulations; |
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international trade laws, tariffs and sanctions; |
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severe weather conditions and natural disasters, and other operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks); |
| • | policy or regulatory changes; | |
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the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources; and |
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perception related to our environmental, social and governance (“ESG”) performance as well as current and future ESG reporting requirements. |
These and other important factors that could affect our operating results and performance are described in (1) “Risk Factors” in Part II, Item 1A of this Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Form 10-Q, and elsewhere within this Form 10-Q, (2) our Annual Report, (3) our other reports and filings we make with the SEC from time to time and (4) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements in this section.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in the Annual Report. Our exposure to market risk has not changed materially since December 31, 2024.
Item 4. Controls and Procedures
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a) |
Evaluation of Disclosure Controls and Procedures |
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the three months covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon our evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of September 30, 2025 at the reasonable assurance level.
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b) |
Change in Internal Control Over Financial Reporting |
As of September 30, 2025, management has concluded that there have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Please see Note 17 “Commitments and contingencies ” in the Notes to the Unaudited Condensed Consolidated Financial Statements.
In addition to the other information set forth in this report, you should carefully consider the risks discussed under the heading “Risk Factors” in our Annual Report, which risks could materially affect our business, financial condition or future results. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Following is a summary of repurchases of Company common stock during the three months ended September 30, 2025.
|
Period |
Total Number of Shares Purchased (1) |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |
Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (2) |
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July 1 - July 31 |
- | $ | - | - | $ | 60,799,309 | ||||||||||
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August 1 - August 31 |
1,595,782 | $ | 12.00 | 1,595,782 | $ | 41,647,011 | ||||||||||
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September 1 - September 30 |
481,000 | $ | 12.27 | 481,000 | $ | 35,744,727 | ||||||||||
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Total |
2,076,782 | $ | 12.06 | 2,076,782 | ||||||||||||
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1) |
This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions. We administer cashless settlements and generally do not repurchase stock in connection with cashless settlements. |
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2) |
Our Board authorized a program to repurchase our common stock from time to time. Approximately $35.7 million remained authorized for repurchases as of September 30, 2025, subject to the limitation set in our shareholder authorization for repurchases of our common stock. |
Securities Trading Arrangements with Officers and Directors
During the three months ended September 30, 2025 , director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
EXHIBIT INDEX
| † | Represents management contract or compensatory plan or arrangement. |
| * | Filed herewith. |
| ** | Furnished herewith. |
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 thereunto duly authorized.
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EXPRO GROUP HOLDINGS N.V. |
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Date: |
October 23, 2025 |
By: |
/s/ Sergio L. Maiworm, Jr. |
| Sergio L. Maiworm, Jr. | |||
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Chief Financial Officer |
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(Principal Financial Officer) |