Expro Group Holdings N.V. Announces Unconsolidated Third Quarter 2021 Results for Legacy Expro and Frank’s

On October 1, 2021, the merger between Legacy Expro and Frank’s was completed; the combined company was re-named Expro Group Holdings N.V. and began trading on the NYSE as “XPRO” on October 4, 2021

Delivered strong results due to higher activity and continued market growth across all regions

Provides fourth quarter revenue and Adjusted EBITDA Margin outlook

Expro Group Holdings N.V. (NYSE: XPRO) (the “Company” or “Expro”) today reported financial and operational results for Expro Group Holdings International Limited, (“Legacy Expro”) and Frank’s International N.V. (“Frank’s”) for the three and nine months ended September 30, 2021.

Legacy Expro and Frank’s completed their merger on October 1, 2021 and consolidated combined company financial results under Expro Group Holdings N.V. will be reported beginning with the fiscal fourth quarter of 2021. However, the Company noted that third quarter pro forma combined company revenue was $312.5 million, an increase of 10% sequentially, driven primarily by higher activity and continued market growth across all regions.

Frank’s results are detailed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 which will be filed with the Securities and Exchange Commission.

References in this earnings release to “Frank’s” are to the Company prior to the completion of the merger on October 1, 2021 and to “Legacy Expro” are to the Legacy Expro Group that combined with Frank’s in the merger.

Frank’s Third Quarter 2021 Financial Highlights

  • Frank’s delivered third quarter revenue of $114.9 million, an improvement of 7% from the second quarter of 2021 and a significant improvement from the third quarter of 2020.
  • Third quarter net loss totaled $15.1 million, as compared to the prior quarter net loss of $12.6 million driven by higher foreign currency losses.
  • As defined by Frank’s, Adjusted EBITDA for the third quarter of 2021 was $13.8 million, a sequential improvement of 11% with improving revenue in the TRS and Tubulars product lines.

Legacy Expro Third Quarter 2021 Financial Highlights

  • Legacy Expro’s third quarter revenue was $197.5 million, compared to revenue of $176.3 million in the second quarter of 2021, an increase of 12% sequentially.
  • Net loss for the third quarter of 2021 was $11.9 million compared to a net loss of $8.4 million for the second quarter of 2021, primarily driven by incremental merger and integration related costs of $4.9 million incurred during the third quarter of 2021 as compared to the second quarter of 2021.
  • As defined by Legacy Expro, Adjusted EBITDA for the third quarter of 2021 was $30.9 million, a sequential increase of 18%, driven by higher revenue, a more favorable activity mix and lower corporate costs.
  • Legacy Expro achieved substantial growth in Production Services and Subsea, Completion and Intervention Services, capitalizing on improving industry fundamentals.

Michael Jardon, the Company’s Chief Executive Officer, noted, “Expro is a full-cycle energy services leader with scale, a broad offering of services and solutions, a global operating footprint, through-cycle resiliency and a strong financial profile. Frank’s and Legacy Expro ended the quarter in a strong position as we continued to experience growth across all areas of our business, supported by sustained customer demand and improving industry fundamentals.

“Our results this quarter are also a testament to the continued hard work, commitment and expertise of our talented employees from both Frank’s and Legacy Expro. Together, we believe that we are well positioned to accelerate growth, improve profitability and enhance value for shareholders, employees, customers and partners. The integration of Frank’s and Legacy Expro is on track, and we are looking forward to what we can achieve as we begin this new journey together.

“Looking ahead, we expect another quarter of solid financial performance. The Company’s current outlook for the fourth quarter of 2021 is for flat to mid-single digit revenue growth and an Adjusted EBITDA Margin, consistent with the definition used by Legacy Expro, of 15-17% of consolidated revenue, driven by improved business mix and continued discipline in regard to costs. While the fourth and first quarters are typically seasonally weaker quarters due to reduced activity in the Northern Hemisphere, we continue to see signals of a multi-year recovery, which is expected to gain momentum as 2022 progresses.

“With a backdrop of global economic recovery and improving industry fundamentals, Expro is also poised to benefit from increased activity as well as cost and revenue synergies. During the third quarter, we finalized many of our plans for the integration, and we are confident in our ability to achieve previously disclosed synergy targets. Our integration work has confirmed our expectations that we can strengthen our operating model, lower our cost structure and significantly expand margins. We continue to expect approximately $55 million in annual run-rate cost synergies within the first 12 months following the closing of the merger, with the objective of delivering $70 million of total cost savings in 24-36 months. We also expect that revenue synergies will result in $10 million to $30 million of incremental Adjusted EBITDA through complementary customer relationships and operating footprints, increased time on rig and greater exposure to the full life of field.

“We believe Expro has an exciting platform with the scale, diversity and financial profile to accelerate growth and provide through-cycle resiliency. Our strategy is already underway, and we look forward to creating significant value on behalf of our shareholders, employees, customers and partners.” concluded Mr. Jardon.

Notable Awards and Achievements

As a demonstration of the combined company’s commitment to produce technologies that improve the integrity of the well and decrease risk of injury to personnel, Frank’s was recognized as 2020 World Oil Award Finalist for two technologies and was the recipient of the 2021 Hart’s E&P Meritorious Award Engineering Innovation in the category of Health Safety and Environment. In the category of Best Well Integrity Technology, the 22” BRUTE® High-Pressure/High-Tensile Service Packer is the newest addition to the BRUTE® System.

For the category of Health, Safety, Environmental/Sustainable Development Offshore, Frank’s was also recognized for the Spring ARK™ Anti-Rotation Key (“Spring ARK™”), which is designed to impede vibration induced rotation (movement) of a fully made-up large OD connection that can occur during drilling operations. The Spring ARK™ functions completely hands free on the rig. It is pre-installed prior to shipment to the well site and self-energizes during makeup, thus eliminating the need for personnel on the rig floor to enter into the red zone around well center.

Further demonstrating our commitment to safety, VIGILANCE™ - truly a step change in safety during well construction operations - was the recipient of the 2021 Hart’s E&P Meritorious Award for Engineering Innovation. VIGILIANCE™ is a novel surveillance technology that tracks equipment as well as personnel movement through a unified real-time system with a high degree of accuracy and precision. An early deployment of the system in the Gulf of Mexico proved itself with increased safety measures when the system was able to stop the mechanized tong system twice during operations when personnel entered the critical area in the red zone with multiple moving equipment, thereby avoiding two potential incidents.

Frank’s announced during the third quarter that it has received the inaugural 2021 Most Valuable Partner (MVP) Award from a supermajor operator in recognition of its work in Guyana. The customer considered the outstanding performance of Frank's teams across several categories, including Safety, Security, Health and Environment (SSHE) Excellence, demonstrating "reliability; adaptability and proactivity and truly working as a partner" to provide the highest level of service and safety to lower the overall cost of the operator’s well ownership.

Known as one of the industry leaders in the deployment of large diameter tubulars utilized for conductor strings and surface casing strings in deepwater and ultra-deepwater environments, a new milestone was achieved with a first deployment of the 38” Xtreme3™ Super Duty (SD) & 22” XT4™ Gas Tight (GT) threaded connections for an operator in the Gulf of Mexico onboard a drillship operating in approximately 6,700 feet of water.

Highlighting the Company’s production optimization capabilities, Legacy Expro successfully completed an integrated Plug and Abandonment (P&A) contract in West Africa, utilizing its integrated Open Water Intervention Riser System (OWIRS), which was deployed from a drillship. This system performed over 250 functions during the project with 100% operational uptime and no non-productive time (NPT) incurred, leading to the successful intervention and barrier placement on 15 wells.

In addition, Legacy Expro’s Octopoda™ annulus intervention system achieved world record depth for annular intervention in the Piedemonte region of Colombia. The system successfully reached 300 meters in the annulus and sealed the C annulus of the well. This removed the risk of casing collapse and gas migration to enable the well to produce and significantly extend its production lifespan. Octopoda™ is the latest example of Expro’s commitment to investing in innovation, developing new technologies and working towards reducing its own and its clients’ carbon footprint.

Other Financial Information

In connection with the merger, on October 1, 2021, the Company and certain of its subsidiaries entered into a new credit facility with DNB Bank ASA, London Branch, as agent, and other financial institutions as lenders with an aggregate commitment of $200.0 million with up to $130.0 million available for drawdowns as loans and up to $70.0 million for bonds and guarantees (the “New Credit Facility”). Subject to the terms of the New Credit Facility, the Company has the ability to increase the commitments to $250.0 million. The New Credit Facility is available for general corporate purposes and replaces the credit facilities of Frank’s and Legacy Expro which were terminated on October 1, 2021 in connection with the merger.

Frank’s capital expenditures related to property, plant and equipment totaled $3.1 million in the third quarter of 2021 and year to date totaled $7.6 million. Frank’s currently plans for capital expenditures during 2021 of approximately $15 million.

Legacy Expro’s capital expenditures related to property, plant and equipment totaled $15.8 million in the third quarter of 2021 and year to date totaled $53.5 million. Legacy Expro continues to plan for capital expenditures during 2021 in the range of $70 to $75 million.

As of September 30, 2021, Frank’s consolidated cash and cash equivalents, including restricted cash, totaled $204.7 million. Frank’s had no outstanding debt as of September 30, 2021.

As of September 30, 2021, Legacy Expro’s consolidated cash and cash equivalents, including restricted cash, totaled $65.9 million. Legacy Expro had no outstanding debt as of September 30, 2021.

The combined company’s pro forma cash and cash equivalents, including restricted cash, and total liquidity as of September 30, 2021 was $270.6 million and $400.6 million, respectively. Total liquidity includes $130.0 million available for drawdowns as loans under the New Credit Facility.

Frank’s provision for income taxes for the current quarter was $4.0 million compared to $6.8 million in the prior quarter. The change in income taxes was primarily driven by the geographical mix of income.

Legacy Expro’s provision for income taxes for the current quarter was $5.1 million compared to $0.7 million in the prior quarter. The change in income taxes was primarily driven by changes in taxable profits in certain jurisdictions, the reduction of deferred tax liabilities due to amortization of intangible assets and derecognition of deferred tax assets in certain jurisdictions during the current quarter.

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

Additionally, the downloadable financials are available on the Investor section of www.expro.com. The downloadable financials include historical results of Frank’s and Legacy Expro, and the combined company, Expro, on a pro forma basis.

Conference Call

The Company will host a conference call to discuss third quarter 2021 results on Monday, November 8, 2021, at 10:00 a.m. Central Time (11:00 a.m. Eastern Time).

Participants may also join the conference call by dialing:

US: +1 (844) 200-6205

International: +1 (929) 526-1599

Access ID: 648921

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

The Q3 2021 Investor Presentation is available on the Investor section of www.expro.com.

An audio replay of the webcast will be available on the Investor section of the Company’s website approximately 3 hours after the conclusion of the call and will remain available for a period of approximately 12 months.

To access the audio replay telephonically:

Dial-In: US +1 (866) 813- 9403 or +44 (204) 525-0658

Access ID: 183236

Start Date: November 8, 2021, 2:00 p.m. CT

End Date: November 15, 2021, 11:00 p.m. CT

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

ABOUT EXPRO

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

Founded in 1938, Expro has more than 6,600 employees and provides services and solutions to leading exploration and production companies in both onshore and offshore environments in approximately 60 countries with over 100 locations.

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

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this release include statements, estimates and projections regarding the Company’s future business strategy and prospects for growth, cash flows and liquidity, financial strategy, budget, projections and operating results. These statements are based on certain assumptions made by the Company based on management’s experience, expectations and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Forward-looking statements are not guarantees of performance. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Moreover, such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Such assumptions, risks and uncertainties include the outcome and results of the integration process associated with the Company’s recent merger, the amount, nature and timing of capital expenditures, the availability and terms of capital, the level of activity in the oil and gas industry, volatility of oil and gas prices, unique risks associated with offshore operations, political, economic and regulatory uncertainties in international operations, the ability to develop new technologies and products, the ability to protect intellectual property rights, the ability to employ and retain skilled and qualified workers, the level of competition in the Company’s industry, global or national health concerns, including health epidemics, such as COVID-19 and any variants thereof, the possibility of a swift and material decline in global crude oil demand and crude oil prices for an uncertain period of time, the length of time it will take for the United States and the rest of the world to slow the spread of COVID-19 to the point where applicable authorities are comfortable easing current restrictions on various commercial and economic activities, future actions of foreign oil producers such as Saudi Arabia and Russia, the timing, pace and extent of an economic recovery in the United States and elsewhere, the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations, and other guidance.

Such assumptions, risks and uncertainties also include the factors discussed or referenced in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s proxy statement/prospectus dated August 5, 2021 filed with the Securities and Exchange Commission and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 that will be filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.

Use of Non-GAAP Financial Measures

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

Frank’s historically defined free cash flow as net cash provided by (used in) operating activities less purchases of property, plant and equipment. Frank’s historically defined Adjusted EBITDA as net income (loss) before interest income or expense, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gains or losses and other non-cash adjustments and other charges or credits. Frank’s used Adjusted EBITDA to assess its financial performance because it allowed Frank’s to compare its operating performance on a consistent basis across periods by removing the effects of its capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Frank’s historically defined Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue.

Legacy Expro historically defined Adjusted EBITDA as net (loss) income adjusted for (a) income tax (benefit) expense, (b) depreciation and amortization, (c) impairment charges, (d) severance and other charges, net, (e) merger and integration costs, (f) equity-based compensation expense, (g) other (income) expenses, net, and (h) interest and finance charges (income), net. Adjusted EBITDA margin reflects Legacy Expro’s Adjusted EBITDA as a percentage of revenues.

Contribution is defined as total revenue less cost of revenue excluding depreciation and amortization and indirect support costs included in cost of revenue. Contribution margin is defined as contribution divided by total revenue, expressed as a percentage. Support costs is defined as indirect costs attributable to support the activities of the operating segments, research and engineering expenses and product line management costs included in cost of revenue, and general and administrative expenses representing costs of running the corporate head office and other central functions including, logistics, sales and marketing and health and safety and does not include foreign exchange gains or losses, depreciation and amortization and other non-routine expenses. Adjusted cash flow from operations is defined as net cash provided by operating activities adjusted for cash paid during the period for interest, net, severance and other charges and merger and integration costs. Cash conversion is defined as adjusted cash flow from operations divided by Adjusted EBITDA.

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

EXPRO GROUP HOLDINGS N.V. (formerly named Frank's International N.V.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

$

95,821

 

 

$

90,520

 

 

$

66,418

 

 

$

267,864

 

 

$

246,084

 

Products

 

 

19,120

 

 

 

17,321

 

 

 

17,999

 

 

 

49,729

 

 

 

47,926

 

Total revenue

 

 

114,941

 

 

 

107,841

 

 

 

84,417

 

 

 

317,593

 

 

 

294,010

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue, exclusive of depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

70,627

 

 

 

68,619

 

 

 

56,574

 

 

 

203,181

 

 

 

197,005

 

Products

 

 

15,489

 

 

 

14,408

 

 

 

13,733

 

 

 

40,811

 

 

 

36,007

 

General and administrative expenses

 

 

18,591

 

 

 

16,427

 

 

 

18,665

 

 

 

51,465

 

 

 

67,634

 

Depreciation and amortization

 

 

14,092

 

 

 

15,332

 

 

 

15,950

 

 

 

45,531

 

 

 

52,920

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

57,146

 

Severance and other charges, net

 

 

2,958

 

 

 

3,399

 

 

 

3,549

 

 

 

13,733

 

 

 

29,436

 

Gain on disposal of assets

 

 

(72

)

 

 

(1,479

)

 

 

(308

)

 

 

(1,733

)

 

 

(898

)

Operating loss

 

 

(6,744

)

 

 

(8,865

)

 

 

(23,746

)

 

 

(35,395

)

 

 

(145,240

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

347

 

 

 

404

 

 

 

109

 

 

 

877

 

 

 

2,291

 

Interest income (expense), net

 

 

(167

)

 

 

(101

)

 

 

(93

)

 

 

(555

)

 

 

618

 

Foreign currency gain (loss)

 

 

(4,548

)

 

 

2,718

 

 

 

2,334

 

 

 

(4,698

)

 

 

(5,865

)

Total other income (expense)

 

 

(4,368

)

 

 

3,021

 

 

 

2,350

 

 

 

(4,376

)

 

 

(2,956

)

Loss before income taxes

 

 

(11,112

)

 

 

(5,844

)

 

 

(21,396

)

 

 

(39,771

)

 

 

(148,196

)

Income tax expense (benefit)

 

 

3,969

 

 

 

6,773

 

 

 

6,395

 

 

 

11,812

 

 

 

(182

)

Net loss

 

$

(15,081

)

 

$

(12,617

)

 

$

(27,791

)

 

$

(51,583

)

 

$

(148,014

)

Loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted (1)

 

$

(0.40

)

 

$

(0.33

)

 

$

(0.74

)

 

$

(1.36

)

 

$

(3.93

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted (1)

 

 

38,066

 

 

 

38,002

 

 

 

37,691

 

 

 

37,957

 

 

 

37,659

 

(1)

On September 30, 2021, Frank’s board of directors unanimously approved a 1-for-6 reverse stock split of Frank’s common stock, which was effected on October 1, 2021. All of the outstanding Company Common Stock share numbers, nominal value, share prices and per share amounts in these condensed consolidated financial statements have been retroactively adjusted to reflect a 1-for-6 reverse stock split for all periods presented.

EXPRO GROUP HOLDINGS N.V. (formerly named Frank's International N.V.)

SELECTED OPERATING SEGMENT DATA

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tubular Running Services

 

$

77,625

 

 

$

71,895

 

 

$

52,926

 

 

$

215,805

 

 

$

204,750

 

Tubulars

 

 

18,784

 

 

 

16,566

 

 

 

16,483

 

 

 

47,019

 

 

 

37,766

 

Cementing Equipment

 

 

18,532

 

 

 

19,380

 

 

 

15,008

 

 

 

54,769

 

 

 

51,494

 

Total

 

$

114,941

 

 

$

107,841

 

 

$

84,417

 

 

$

317,593

 

 

$

294,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tubular Running Services

 

$

11,912

 

 

$

9,750

 

 

$

982

 

 

$

29,790

 

 

$

18,336

 

Tubulars

 

 

2,735

 

 

 

4,108

 

 

 

1,806

 

 

 

7,481

 

 

 

3,883

 

Cementing Equipment

 

 

6,389

 

 

 

4,851

 

 

 

3,376

 

 

 

16,036

 

 

 

6,806

 

Corporate

 

 

(7,258

)

 

 

(6,297

)

 

 

(7,151

)

 

 

(20,464

)

 

 

(24,645

)

Total

 

$

13,778

 

 

$

12,412

 

 

$

(987

)

 

$

32,843

 

 

$

4,380

 

EXPRO GROUP HOLDINGS N.V. (formerly named Frank's International N.V.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

202,997

 

 

$

209,575

 

Restricted cash

 

 

1,742

 

 

 

1,672

 

Short-term investments

 

 

1,882

 

 

 

2,252

 

Accounts receivables, net

 

 

130,585

 

 

 

110,607

 

Inventories, net

 

 

91,776

 

 

 

81,718

 

Assets held for sale

 

 

7,998

 

 

 

2,939

 

Other current assets

 

 

6,554

 

 

 

7,744

 

Total current assets

 

 

443,534

 

 

 

416,507

 

Property, plant and equipment, net

 

 

228,994

 

 

 

272,707

 

Goodwill

 

 

42,785

 

 

 

42,785

 

Intangible assets, net

 

 

8,756

 

 

 

7,897

 

Deferred tax assets, net

 

 

15,008

 

 

 

18,030

 

Operating lease right-of-use assets

 

 

26,646

 

 

 

28,116

 

Other assets

 

 

21,409

 

 

 

30,859

 

Total assets

 

$

787,132

 

 

$

816,901

 

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

114,962

 

 

$

99,986

 

Current portion of operating lease liabilities

 

 

8,215

 

 

 

7,832

 

Deferred revenue

 

 

89

 

 

 

586

 

Other current liabilities

 

 

 

 

 

1,674

 

Total current liabilities

 

 

123,266

 

 

 

110,078

 

Deferred tax liabilities

 

 

 

 

 

1,548

 

Non-current operating lease liabilities

 

 

19,303

 

 

 

21,208

 

Other non-current liabilities

 

 

23,123

 

 

 

22,818

 

Total liabilities

 

165,692

 

 

 

155,652

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock

 

 

2,900

 

 

 

2,866

 

Additional paid-in capital

 

 

1,098,236

 

 

 

1,087,733

 

Accumulated deficit

 

 

(428,930

)

 

 

(377,346

)

Accumulated other comprehensive loss

 

 

(28,798

)

 

 

(31,966

)

Treasury stock

 

 

(21,968

)

 

 

(20,038

)

Total stockholders’ equity

 

 

621,440

 

 

 

661,249

 

Total liabilities and equity

 

$

787,132

 

 

$

816,901

 

EXPRO GROUP HOLDINGS N.V. (formerly named Frank's International N.V.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

 

 

 

Nine Months Ended

September 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net loss

 

$

(51,583

)

 

$

(148,014

)

Adjustments to reconcile net loss to cash from operating activities

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

45,531

 

 

 

52,920

 

Equity-based compensation expense

 

 

9,604

 

 

 

8,434

 

Goodwill impairment

 

 

 

 

 

57,146

 

Loss on asset impairments and retirements

 

 

307

 

 

 

20,532

 

Amortization of deferred financing costs

 

 

291

 

 

 

291

 

Deferred tax provision (benefit)

 

 

1,474

 

 

 

(1,783

)

Provision for bad debts

 

 

852

 

 

 

980

 

Gain on disposal of assets

 

 

(1,733

)

 

 

(898

)

Changes in fair value of investments

 

 

(863

)

 

 

218

 

Other

 

 

 

 

 

(380

)

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(23,149

)

 

 

63,307

 

Inventories

 

 

(7,969

)

 

 

(3,625

)

Other current assets

 

 

1,137

 

 

 

2,567

 

Other assets

 

 

756

 

 

 

667

 

Accounts payable and accrued liabilities

 

 

15,910

 

 

 

(22,486

)

Deferred revenue

 

 

(498

)

 

 

(513

)

Other non-current liabilities

 

 

(2,263

)

 

 

(4,048

)

Net cash provided by (used in) operating activities

 

 

(12,196

)

 

 

25,315

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(7,613

)

 

 

(25,722

)

Proceeds from sale of assets

 

 

4,300

 

 

 

7,037

 

Proceeds from sale of investments

 

 

11,603

 

 

 

2,832

 

Purchase of investments

 

 

(1,294

)

 

 

 

Investment in intellectual property

 

 

(1,608

)

 

 

 

Other

 

 

(799

)

 

 

(356

)

Net cash provided by (used in) investing activities

 

 

4,589

 

 

 

(16,209

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Repayments of borrowings

 

 

(1,674

)

 

 

 

Treasury shares withheld for taxes

 

 

(1,930

)

 

 

(1,125

)

Treasury share repurchase

 

 

 

 

 

(1,498

)

Proceeds from the issuance of ESPP shares

 

 

933

 

 

 

934

 

Net cash used in financing activities

 

 

(2,671

)

 

 

(1,689

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

3,770

 

 

 

3,267

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

(6,508

)

 

 

10,684

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

211,247

 

 

 

196,740

 

Cash, cash equivalents and restricted cash at end of period

 

$

204,739

 

 

$

207,424

 

EXPRO GROUP HOLDINGS N.V. (formerly named Frank's International N.V.)

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands)

(Unaudited)

 

ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN RECONCILIATION

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

114,941

 

 

$

107,841

 

 

$

84,417

 

 

$

317,593

 

 

$

294,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(15,081

)

 

$

(12,617

)

 

$

(27,791

)

 

$

(51,583

)

 

$

(148,014

)

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

57,146

 

Severance and other charges, net

 

 

2,958

 

 

 

3,399

 

 

 

3,549

 

 

 

13,733

 

 

 

29,436

 

Interest (income) expense, net

 

 

167

 

 

 

101

 

 

 

93

 

 

 

555

 

 

 

(618

)

Depreciation and amortization

 

 

14,092

 

 

 

15,332

 

 

 

15,950

 

 

 

45,531

 

 

 

52,920

 

Income tax expense (benefit)

 

 

3,969

 

 

 

6,773

 

 

 

6,395

 

 

 

11,812

 

 

 

(182

)

Gain on disposal of assets

 

 

(72

)

 

 

(1,479

)

 

 

(308

)

 

 

(1,733

)

 

 

(898

)

Foreign currency (gain) loss

 

 

4,548

 

 

 

(2,718

)

 

 

(2,334

)

 

 

4,698

 

 

 

5,865

 

Charges and credits (1)

 

 

3,197

 

 

 

3,621

 

 

 

3,459

 

 

 

9,830

 

 

 

8,725

 

Adjusted EBITDA

 

$

13,778

 

 

$

12,412

 

 

$

(987

)

 

$

32,843

 

 

$

4,380

 

Adjusted EBITDA margin

 

 

12.0

%

 

 

11.5

%

 

 

(1.2

)%

 

 

10.3

%

 

 

1.5

%

(1)

Comprised of Equity-based compensation expense (for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020: $3,307, $3,399 and $2,773, respectively, and for the nine months ended September 30, 2021 and 2020: $9,604 and $8,434, respectively), Unrealized and realized (gains) losses (for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020: $(199), $108 and $113, respectively, and for the nine months ended September 30, 2021 and 2020: $7 and $(1,480), respectively) and Investigation-related matters (for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020: $89, $88 and $573, respectively, and for the nine months ended September 30, 2021 and 2020: $219 and $1,771, respectively).

EXPRO GROUP HOLDINGS N.V. (formerly named Frank's International N.V.)

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands)

(Unaudited)

 

SEGMENT ADJUSTED EBITDA RECONCILIATION

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Segment Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tubular Running Services

 

$

11,912

 

 

$

9,750

 

 

$

982

 

 

$

29,790

 

 

$

18,336

 

Tubulars

 

 

2,735

 

 

 

4,108

 

 

 

1,806

 

 

 

7,481

 

 

 

3,883

 

Cementing Equipment

 

 

6,389

 

 

 

4,851

 

 

 

3,376

 

 

 

16,036

 

 

 

6,806

 

Corporate

 

 

(7,258

)

 

 

(6,297

)

 

 

(7,151

)

 

 

(20,464

)

 

 

(24,645

)

 

 

 

13,778

 

 

 

12,412

 

 

 

(987

)

 

 

32,843

 

 

 

4,380

 

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(57,146

)

Severance and other charges, net

 

 

(2,958

)

 

 

(3,399

)

 

 

(3,549

)

 

 

(13,733

)

 

 

(29,436

)

Interest income (expense), net

 

 

(167

)

 

 

(101

)

 

 

(93

)

 

 

(555

)

 

 

618

 

Depreciation and amortization

 

 

(14,092

)

 

 

(15,332

)

 

 

(15,950

)

 

 

(45,531

)

 

 

(52,920

)

Income tax (expense) benefit

 

 

(3,969

)

 

 

(6,773

)

 

 

(6,395

)

 

 

(11,812

)

 

 

182

 

Gain on disposal of assets

 

 

72

 

 

 

1,479

 

 

 

308

 

 

 

1,733

 

 

 

898

 

Foreign currency gain (loss)

 

 

(4,548

)

 

 

2,718

 

 

 

2,334

 

 

 

(4,698

)

 

 

(5,865

)

Charges and credits (1)

 

 

(3,197

)

 

 

(3,621

)

 

 

(3,459

)

 

 

(9,830

)

 

 

(8,725

)

Net loss

 

$

(15,081

)

 

$

(12,617

)

 

$

(27,791

)

 

$

(51,583

)

 

$

(148,014

)

(1)

Comprised of Equity-based compensation expense (for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020: $3,307, $3,399 and $2,773, respectively, and for the nine months ended September 30, 2021 and 2020: $9,604 and $8,434, respectively), Unrealized and realized gains (losses) (for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020: $199, $(108) and $(113), respectively, and for the nine months ended September 30, 2021 and 2020: $(7) and $1,480, respectively) and Investigation-related matters (for the three months ended September 30, 2021, June 30, 2021 and September 30, 2020: $89, $88 and $573, respectively, and for the nine months ended September 30, 2021 and 2020: $219 and $1,771, respectively).

EXPRO GROUP HOLDINGS N.V. (formerly named Frank's International N.V.)

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands)

(Unaudited)

 

FREE CASH FLOW RECONCILIATION

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

3,864

 

 

$

(579

)

 

$

21,169

 

 

$

(12,196

)

 

$

25,315

 

Less: purchases of property, plant and equipment

 

 

3,096

 

 

 

2,171

 

 

 

5,463

 

 

 

7,613

 

 

 

25,722

 

Free cash flow

 

$

768

 

 

$

(2,750

)

 

$

15,706

 

 

$

(19,809

)

 

$

(407

)

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

197,547

 

 

$

176,251

 

 

$

149,006

 

 

$

530,093

 

 

$

520,836

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue(1)

 

 

(189,510

)

 

 

(174,008

)

 

 

(148,812

)

 

 

(528,248

)

 

 

(519,448

)

General and administrative(1)

 

 

(6,199

)

 

 

(6,297

)

 

 

(7,507

)

 

 

(19,234

)

 

 

(18,685

)

Impairment charges

 

 

-

 

 

 

-

 

 

 

(259

)

 

 

-

 

 

 

(275,853

)

Merger and integration costs

 

 

(9,617

)

 

 

(4,703

)

 

 

-

 

 

 

(19,143

)

 

 

-

 

Severance and other charges

 

 

(3,905

)

 

 

(1,637

)

 

 

(5,272

)

 

 

(6,097

)

 

 

(11,135

)

Total operating cost and expenses

 

 

(209,231

)

 

 

(186,645

)

 

 

(161,850

)

 

 

(572,722

)

 

 

(825,121

)

Operating loss(1)

 

 

(11,684

)

 

 

(10,394

)

 

 

(12,844

)

 

 

(42,629

)

 

 

(304,285

)

Other income, net

 

 

685

 

 

 

387

 

 

 

2,261

 

 

 

1,311

 

 

 

982

 

Interest and finance (charges) income, net

 

 

678

 

 

 

(1,604

)

 

 

(4,573

)

 

 

(2,553

)

 

 

(1,329

)

Loss before taxes and equity in income of joint ventures

 

 

(10,321

)

 

 

(11,611

)

 

 

(15,156

)

 

 

(43,871

)

 

 

(304,632

)

Equity in income of joint ventures

 

 

3,459

 

 

 

3,957

 

 

 

2,562

 

 

 

11,508

 

 

 

9,169

 

Loss before income taxes

 

 

(6,862

)

 

 

(7,654

)

 

 

(12,594

)

 

 

(32,363

)

 

 

(295,463

)

Income tax (expenses) benefit

 

 

(5,051

)

 

 

(727

)

 

 

(225

)

 

 

(8,323

)

 

 

4,135

 

Net loss

 

$

(11,913

)

 

$

(8,381

)

 

$

(12,819

)

 

$

(40,686

)

 

$

(291,328

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.20

)

 

$

(0.14

)

 

$

(0.22

)

 

$

(0.70

)

 

$

(4.98

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

58,489,895

 

 

 

58,489,895

 

 

 

58,489,895

 

 

 

58,489,895

 

 

 

58,489,895

 

(1)

Depreciation and amortization included in cost of revenue for the three months ended September 30, 2021, June 30, 2021, September 30, 2020 and the nine months ended September 30, 2021 and September 30, 2020 was $25.5 million, $26.3 million, $27.0 million, $79.5 million, $84.1 million. Depreciation and amortization included in General and administrative expense for the three months ended September 30, 2021, June 30, 2021, September 30, 2020 and the nine months ended September 30, 2021 and September 30, 2020 was $0.1 million, $0.1 million, $0.5 million, $0.3 million, $0.7 million.

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

64,849

 

 

$

116,924

 

Restricted cash

 

 

1,023

 

 

 

3,785

 

Accounts receivable, net

 

 

230,603

 

 

 

193,600

 

Inventories, net

 

 

53,857

 

 

 

53,359

 

Income tax receivables

 

 

18,288

 

 

 

20,327

 

Other current assets

 

 

35,719

 

 

 

39,957

 

Total current assets

 

 

404,339

 

 

 

427,952

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

280,172

 

 

 

294,723

 

Investments in joint ventures

 

 

55,555

 

 

 

45,088

 

Intangible assets, net

 

 

155,725

 

 

 

173,168

 

Goodwill

 

 

25,504

 

 

 

25,504

 

Operating lease right-of-use assets

 

 

59,430

 

 

 

57,247

 

Non-current accounts receivable, net

 

 

10,109

 

 

 

11,321

 

Other non-current assets

 

 

5,605

 

 

 

4,748

 

Total assets

 

$

996,439

 

 

$

1,039,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

154,570

 

 

$

136,242

 

Income tax liabilities

 

 

9,648

 

 

 

13,657

 

Finance lease liabilities

 

 

1,120

 

 

 

1,220

 

Operating lease liabilities

 

 

12,734

 

 

 

14,057

 

Other current liabilities

 

 

50,267

 

 

 

59,043

 

Total current liabilities

 

 

228,339

 

 

 

224,219

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities, net

 

 

27,095

 

 

 

26,817

 

Post-retirement benefits

 

 

53,418

 

 

 

57,946

 

Non-current finance lease liabilities

 

 

16,056

 

 

 

16,974

 

Non-current operating lease liabilities

 

 

57,415

 

 

 

58,585

 

Other non-current liabilities

 

 

43,001

 

 

 

43,226

 

Total liabilities

 

 

425,324

 

 

 

427,767

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

585

 

 

 

585

 

Warrants

 

 

10,530

 

 

 

10,530

 

Additional paid-in capital

 

 

1,006,100

 

 

 

1,006,100

 

Accumulated other comprehensive loss

 

 

(1,677

)

 

 

(1,494

)

Accumulated deficit

 

 

(444,423

)

 

 

(403,737

)

Total stockholders equity

 

 

571,115

 

 

 

611,984

 

Total liabilities and stockholders equity

 

$

996,439

 

 

$

1,039,751

 

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

 

 

 

Nine Months Ended September 30,

 

Cash flows from operating activities:

 

2021

 

 

2020

 

Net loss

 

$

(40,686

)

 

$

(291,328

)

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

 

 

 

 

 

 

 

 

Impairment charges

 

 

-

 

 

 

275,853

 

Depreciation and amortization

 

 

79,754

 

 

 

84,753

 

Equity in income of joint ventures

 

 

(11,508

)

 

 

(9,169

)

Elimination of unrealized profit on sales to joint ventures

 

 

118

 

 

 

1,512

 

Deferred tax credit

 

 

278

 

 

 

(17,416

)

Unrealized foreign exchange loss

 

 

1,331

 

 

 

139

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(38,138

)

 

 

45,565

 

Inventories, net

 

 

(498

)

 

 

(1,603

)

Other assets

 

 

3,260

 

 

 

(1,094

)

Accounts payable and accrued liabilities

 

 

24,793

 

 

 

(20,833

)

Other liabilities

 

 

(7,084

)

 

 

7,809

 

Income taxes, net

 

 

(3,888

)

 

 

(4,655

)

Other, net

 

 

(8,202

)

 

 

(8,500

)

Dividends received from joint ventures

 

 

924

 

 

 

1,354

 

Net cash provided by operating activities

 

 

454

 

 

 

62,387

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(53,463

)

 

 

(86,965

)

Proceeds from disposal of property, plant and equipment

 

 

-

 

 

 

107

 

Net cash used in investing activities

 

 

(53,463

)

 

 

(86,858

)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Release of collateral deposits

 

 

122

 

 

 

1,787

 

Payment of debt issuance and other transaction costs

 

 

(452

)

 

 

(787

)

Repayment of finance leases

 

 

(871

)

 

 

(1,205

)

Net cash used in financing activities

 

 

(1,201

)

 

 

(205

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(627

)

 

 

(1,517

)

Net decrease to cash and cash equivalents and restricted cash

 

 

(54,837

)

 

 

(26,193

)

Cash and cash equivalents and restricted cash at beginning of year

 

 

120,709

 

 

 

147,085

 

Cash and cash equivalents and restricted cash at end of period

 

$

65,872

 

 

$

120,892

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for income taxes, net of refunds

 

$

(11,933

)

 

$

(17,932

)

Cash paid for interest, net

 

$

(3,016

)

 

$

(3,000

)

Change in accounts payable and accrued expenses related to capital expenditures

 

$

(5,699

)

 

$

(3,999

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

SELECTED OPERATING SEGMENT DATA

(In thousands)

(Unaudited)

 

Legacy Expro manages its business and reports financial results using four operating segments based on its geographical regions: Europe and Sub-Saharan Africa (“ESSA”); Asia (“ASIA”); Middle East and North Africa (“MENA”) and North and Latin America (“NLA”).

 

Segment Revenue and Segment Revenue as Percentage of Total Revenue:

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

ESSA

 

$

87,428

 

 

 

44

%

 

$

65,177

 

 

 

37

%

 

$

45,100

 

 

 

30

%

 

$

206,235

 

 

 

39

%

 

$

170,569

 

 

 

33

%

ASIA

 

 

40,318

 

 

 

20

%

 

 

37,959

 

 

 

22

%

 

 

38,354

 

 

 

26

%

 

 

109,424

 

 

 

21

%

 

 

109,888

 

 

 

21

%

MENA

 

 

38,032

 

 

 

19

%

 

 

42,485

 

 

 

24

%

 

 

44,534

 

 

 

30

%

 

 

121,672

 

 

 

23

%

 

 

148,231

 

 

 

28

%

NLA

 

 

31,769

 

 

 

16

%

 

 

30,630

 

 

 

17

%

 

 

21,018

 

 

 

14

%

 

 

92,762

 

 

 

17

%

 

 

92,148

 

 

 

18

%

Total

 

$

197,547

 

 

 

100

%

 

$

176,251

 

 

 

100

%

 

$

149,006

 

 

 

100

%

 

$

530,093

 

 

 

100

%

 

$

520,836

 

 

 

100

%

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

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

ESSA

 

$

17,796

 

 

 

20

%

 

$

10,315

 

 

 

16

%

 

$

9,552

 

 

 

21

%

 

$

33,477

 

 

 

16

%

 

$

28,971

 

 

 

17

%

ASIA

 

 

7,755

 

 

 

19

%

 

 

8,317

 

 

 

22

%

 

 

10,888

 

 

 

28

%

 

 

21,238

 

 

 

19

%

 

 

26,463

 

 

 

24

%

MENA

 

 

11,099

 

 

 

29

%

 

 

14,079

 

 

 

33

%

 

 

16,686

 

 

 

37

%

 

 

40,236

 

 

 

33

%

 

 

59,812

 

 

 

40

%

NLA

 

 

5,309

 

 

 

17

%

 

 

3,355

 

 

 

11

%

 

 

(1,504

)

 

 

(7

%)

 

 

11,092

 

 

 

12

%

 

 

1,286

 

 

 

1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate costs(4)

 

 

(14,516

)

 

 

-

 

 

 

(13,730

)

 

 

-

 

 

 

(15,468

)

 

 

-

 

 

 

(43,678

)

 

 

-

 

 

 

(49,076

)

 

 

-

 

Equity in income of joint ventures

 

 

3,459

 

 

 

-

 

 

 

3,957

 

 

 

-

 

 

 

2,562

 

 

 

-

 

 

 

11,508

 

 

 

-

 

 

 

9,169

 

 

 

-

 

Adjusted EBITDA

 

$

30,902

 

 

 

16

%

 

$

26,293

 

 

 

15

%

 

$

22,716

 

 

 

15

%

 

$

73,873

 

 

 

14

%

 

$

76,625

 

 

 

15

%

(1)

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

 

 

(2)

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

 

 

(3)

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

 

 

(4)

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

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

REVENUE BY MAIN AREA OF CAPABILITIES

(In thousands)

(Unaudited)

 

Historical Presentation of Legacy Expro Supplemental Data:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Well testing and appraisal services

 

$

83,449

 

 

 

42

%

 

$

89,821

 

 

 

51

%

 

$

72,932

 

 

 

48

%

 

$

249,200

 

 

 

47

%

 

$

267,220

 

 

 

51

%

Subsea, completion and intervention services

 

 

74,317

 

 

 

38

%

 

 

66,286

 

 

 

38

%

 

 

59,385

 

 

 

40

%

 

 

203,942

 

 

 

38

%

 

 

203,945

 

 

 

39

%

Production services

 

 

39,781

 

 

 

20

%

 

 

20,144

 

 

 

10

%

 

 

16,689

 

 

 

11

%

 

 

76,951

 

 

 

15

%

 

 

49,671

 

 

 

10

%

Total

 

$

197,547

 

 

 

100

%

 

$

176,251

 

 

 

100

%

 

$

149,006

 

 

 

100

%

 

$

530,093

 

 

 

100

%

 

$

520,836

 

 

 

100

%

Presentation of Supplemental Data Subsequent to the Completion of Business Combination with Franks:
 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Well flow management

 

$

123,146

 

 

 

62

%

 

$

110,534

 

 

 

63

%

 

$

90,051

 

 

 

60

%

 

$

327,172

 

 

 

62

%

 

$

311,541

 

 

 

60

%

Subsea well access

 

 

29,762

 

 

 

15

%

 

 

24,550

 

 

 

14

%

 

 

29,593

 

 

 

20

%

 

 

83,786

 

 

 

16

%

 

 

108,493

 

 

 

21

%

Well intervention and integrity

 

 

44,639

 

 

 

23

%

 

 

41,167

 

 

 

23

%

 

 

29,362

 

 

 

20

%

 

 

119,135

 

 

 

22

%

 

 

100,802

 

 

 

19

%

Well construction

 

 

-

 

 

 

0

%

 

 

-

 

 

 

0

%

 

 

-

 

 

 

0

%

 

 

-

 

 

 

0

%

 

 

-

 

 

 

0

%

Total

 

$

197,547

 

 

 

100

%

 

$

176,251

 

 

 

100

%

 

$

149,006

 

 

 

100

%

 

$

530,093

 

 

 

100

%

 

$

520,836

 

 

 

100

%

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

CONTRIBUTION, CONTRIBUTION MARGIN AND SUPPORT COSTS

(In thousands)

(Unaudited)

 

Contribution(1) and Contribution Margin(2):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

197,547

 

 

$

176,251

 

 

$

149,006

 

 

$

530,093

 

 

$

520,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

(189,510

)

 

 

(174,008

)

 

 

(148,812

)

 

 

(528,248

)

 

 

(519,448

)

Depreciation and amortization

 

 

25,506

 

 

 

26,290

 

 

 

26,972

 

 

 

79,455

 

 

 

84,076

 

Indirect costs (included in cost of revenue)

 

 

35,466

 

 

 

35,658

 

 

 

34,016

 

 

 

107,133

 

 

 

119,388

 

Direct costs (excluding depreciation and amortization) (3)

 

 

(128,538

)

 

 

(112,060

)

 

 

(87,824

)

 

 

(341,660

)

 

 

(315,984

)

Contribution

 

$

69,009

 

 

$

64,191

 

 

$

61,182

 

 

$

188,433

 

 

$

204,852

 

Contribution margin

 

 

35

%

 

 

36

%

 

 

41

%

 

 

36

%

 

 

39

%

Support Costs(4):
 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

189,510

 

 

$

174,008

 

 

$

148,812

 

 

$

528,248

 

 

$

519,448

 

Depreciation and amortization

 

 

(25,506

)

 

 

(26,290

)

 

 

(26,972

)

 

 

(79,455

)

 

 

(84,076

)

Direct costs (excluding depreciation and amortization)

 

 

(128,538

)

 

 

(112,060

)

 

 

(87,824

)

 

 

(341,660

)

 

 

(315,984

)

Indirect costs (included in cost of revenue)

 

 

35,466

 

 

 

35,658

 

 

 

34,016

 

 

 

107,133

 

 

 

119,388

 

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

 

 

5,818

 

 

 

5,891

 

 

 

4,447

 

 

 

17,552

 

 

 

17,211

 

Total support costs

 

$

41,284

 

 

$

41,549

 

 

$

38,463

 

 

$

124,685

 

 

$

136,599

 

Total support costs as a percentage of revenue

 

 

21

%

 

 

24

%

 

 

26

%

 

 

24

%

 

 

26

%

(1)

Expro defines Contribution as Total Revenue less Cost of Revenue excluding depreciation and amortization and indirect support costs included in Cost of Revenue.

(2)

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

(3)

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

(4)

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

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands)

(Unaudited)

 

Adjusted EBITDA Reconciliation and Adjusted EBITDA Margin:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

197,547

 

 

$

176,251

 

 

$

149,006

 

 

$

530,093

 

 

$

520,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(11,913

)

 

$

(8,381

)

 

$

(12,819

)

 

$

(40,686

)

 

$

(291,328

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and finance (income) charges, net

 

 

(678

)

 

 

1,604

 

 

 

4,573

 

 

 

2,553

 

 

 

1,329

 

Income tax expense (benefits)

 

 

5,051

 

 

 

727

 

 

 

225

 

 

 

8,323

 

 

 

(4,135

)

Depreciation and amortization

 

 

25,605

 

 

 

26,390

 

 

 

27,467

 

 

 

79,754

 

 

 

84,753

 

Impairment charges

 

 

-

 

 

 

-

 

 

 

259

 

 

 

-

 

 

 

275,853

 

Severance and other charges

 

 

3,905

 

 

 

1,637

 

 

 

5,272

 

 

 

6,097

 

 

 

11,135

 

Merger and integration costs

 

 

9,617

 

 

 

4,703

 

 

 

-

 

 

 

19,143

 

 

 

-

 

Other (income) expenses, net

 

 

(685

)

 

 

(387

)

 

 

(2,261

)

 

 

(1,311

)

 

 

(982

)

Adjusted EBITDA

 

$

30,902

 

 

$

26,293

 

 

$

22,716

 

 

$

73,873

 

 

$

76,625

 

Adjusted EBITDA margin

 

 

16

%

 

 

15

%

 

 

15

%

 

 

14

%

 

 

15

%

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION

(In thousands)

(Unaudited)

 

Adjusted Cash Flow from Operations Reconciliation:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

June 30,

 

 

September 30,

 

 

September 30,

 

 

September 30,

 

 

 

2021

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(1,941

)

 

$

(7,246

)

 

$

38,988

 

 

$

454

 

 

$

62,387

 

Cash paid during the period for interest, net

 

 

1,019

 

 

 

1,016

 

 

 

1,700

 

 

 

3,016

 

 

 

3,000

 

Cash paid during the period for severance and other charges

 

 

4,022

 

 

 

1,702

 

 

 

5,377

 

 

 

6,216

 

 

 

12,243

 

Cash paid during the period for merger and integration costs

 

 

8,353

 

 

 

1,654

 

 

 

-

 

 

 

14,531

 

 

 

-

 

Adjusted Cash Flow from Operations

 

$

11,453

 

 

$

(2,875

)

 

$

46,065

 

 

$

24,217

 

 

$

77,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

30,902

 

 

$

26,293

 

 

$

22,716

 

 

$

73,873

 

 

$

76,625

 

Cash conversion (1)

 

 

37

%

 

 

(11

)%

 

 

203

%

 

 

33

%

 

 

101

%

(1)

Expro defines Cash Conversion as Adjusted Cash Flow from Operations divided by Adjusted EBITDA, expressed as a percentage.

 

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