Expro(US:XPRO)2025-07-29 20:11PART I. FINANCIAL INFORMATION The first part of the report provides detailed financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures Financial Statements The unaudited condensed consolidated financial statements for Expro Group Holdings N.V. as of June 30, 2025, show total revenue of $813.6 million and net income of $32.0 million for the six months ended June 30, 2025, with total assets at $2.34 billion Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations of the company's accounting policies and financial results, including business combinations, segment reporting, revenue disaggregation, income tax, and financial instruments - The company extended its stock repurchase program, authorizing up to $100.0 million in repurchases through November 24, 2025, with approximately 1.6 million shares repurchased for about $15.0 million during the first six months of 202521 - The company completed the acquisition of Coretrax on May 15, 2024, for an estimated consideration of $186.7 million, expanding its Well Construction and Well Intervention & Integrity solutions3940 - On July 23, 2025, the company entered into a new senior secured revolving credit facility for up to $500 million, replacing its previous facility, which matures on July 30, 202987 Condensed Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total revenue | $813,612 | $853,131 | -4.6% | | Operating income | $42,889 | $36,117 | +18.8% | | Net income | $31,951 | $12,609 | +153.4% | | Diluted EPS | $0.27 | $0.11 | +145.5% | Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total current assets | $1,002,171 | $964,046 | +4.0% | | Total assets | $2,338,222 | $2,333,541 | +0.2% | | Total current liabilities | $468,370 | $484,430 | -3.3% | | Total liabilities | $818,234 | $842,057 | -2.8% | | Total stockholders' equity | $1,519,988 | $1,491,484 | +1.9% | Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | | Net cash provided by operating activities | $89,922 | $16,765 | | Net cash used in investing activities | $(49,316) | $(96,665) | | Net cash (used in) provided by financing activities | $(23,878) | $64,878 | | Net increase (decrease) to cash | $22,823 | $(17,713) | Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management discusses the company's financial performance, business overview, market conditions, and outlook, highlighting Q2 2025 revenue growth and significant net income increase for the first six months of 2025 Overview of Business and Market Conditions Expro is a global energy services provider operating in over 50 countries, with its business dependent on volatile oil and gas prices, yet expecting continued demand growth and long-term investment - The company operates through four geographic segments: North and Latin America (NLA), Europe and Sub-Saharan Africa (ESSA), Middle East and North Africa (MENA), and Asia-Pacific (APAC)113 - Market conditions in Q2 2025 were volatile, with Brent crude prices ranging from $60/bbl to $80/bbl, but the company expects continued growth in oil and gas demand, supporting long-term energy sector investment115116 - The U.S. Energy Information Administration (EIA) forecasts global liquid fuels demand to average 103.5 million b/d in 2025, an increase of 0.8 million b/d from 2024, with growth driven almost entirely by non-OECD countries120 Executive Overview and Results of Operations This section details the company's financial performance, showing Q2 2025 sequential revenue growth of 8.2% to $422.7 million and a 153.4% year-over-year net income surge for the first six months Q2 2025 vs Q1 2025 Performance | Metric | Q2 2025 | Q1 2025 | Change | | :--- | :--- | :--- | :--- | | Revenue | $422.7M | $390.9M | +8.2% | | Net Income | $18.0M | $13.9M | +29.1% | | Adjusted EBITDA | $94.5M | $76.2M | +23.9% | | Adjusted EBITDA Margin | 22.3% | 19.5% | +280 bps | H1 2025 vs H1 2024 Performance | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | $813.6M | $853.1M | -4.6% | | Net Income | $32.0M | $12.6M | +153.4% | | Adjusted EBITDA | $170.7M | $162.0M | +5.4% | | Adjusted EBITDA Margin | 21.0% | 19.0% | +200 bps | Segment Revenue (Six Months Ended June 30) | Segment | 2025 Revenue (M) | 2024 Revenue (M) | YoY Change | | :--- | :--- | :--- | :--- | | NLA | $276.9 | $287.4 | -3.7% | | ESSA | $244.7 | $290.2 | -15.7% | | MENA | $184.6 | $152.9 | +20.7% | | APAC | $107.4 | $122.7 | -12.4% | Liquidity and Capital Resources As of June 30, 2025, Expro had total available liquidity of $343.1 million, including $207.5 million in cash, with management confident in meeting business needs for the next 12 months - Total available liquidity as of June 30, 2025, was $343.1 million, including $207.5 million in cash and cash equivalents168 - Capital expenditures are estimated to be between $65 million and $75 million for the remainder of 2025169 - Net cash from operating activities increased significantly to $89.9 million in H1 2025 from $16.8 million in H1 2024, driven by favorable working capital movements and higher Adjusted EBITDA175176 Quantitative and Qualitative Disclosures About Market Risk The company states that its exposure to market risk has not materially changed since December 31, 2024, referring to its Annual Report on Form 10-K for detailed disclosures - There have been no material changes in the company's exposure to market risk since December 31, 2024186 Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025187 - No material changes to the internal control over financial reporting were identified during the quarter ended June 30, 2025188 PART II. OTHER INFORMATION The second part of the report covers legal proceedings, risk factors, equity security sales, other information, and a list of exhibits Legal Proceedings This section refers to Note 17 of the financial statements for information on commitments and contingencies, indicating no material accruals for loss contingencies as of June 30, 2025 - The company had no material accruals for loss contingencies as of June 30, 2025, and believes the probability of any material adverse effect from ongoing matters is remote94190 Risk Factors The company advises investors to consider the risk factors discussed in its Annual Report on Form 10-K, stating no material changes from previously disclosed risks - The company refers to the 'Risk Factors' section of its Annual Report for a comprehensive discussion of risks, indicating no material changes from what was previously reported191 Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's common stock repurchases during Q2 2025, with 637,073 shares bought in April 2025 at an average price of $7.87 per share, and $60.8 million remaining authorized for future repurchases Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | 637,073 | $7.87 | | May 2025 | - | - | | June 2025 | - | - | | Total | 637,073 | $7.87 | - As of June 30, 2025, approximately $60.8 million remained authorized for share repurchases under the company's program194 Other Information This section discloses a new $500 million senior secured revolving credit facility entered into on July 23, 2025, and details two non-executive directors adopting Rule 10b5-1 trading plans in June 2025 - On July 23, 2025, the company entered into a new senior secured revolving credit facility for up to $500 million, replacing its prior facility195 - In June 2025, two non-executive directors adopted Rule 10b5-1 trading plans to sell shares in June 2026 to cover tax obligations from vesting RSUs200201 Exhibits This section lists the exhibits filed with the Form 10-Q, including a letter agreement with an executive, the new Facility Agreement, and CEO/CFO certifications - Key exhibits filed include the new Facility Agreement (Exhibit 10.2) and CEO/CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2)205