10-K: Expro Group Holdings Reports Mixed 2025 Results

Sentiment:

Annual Report


Expro Group Holdings N.V. reported a 6.2% revenue decrease in 2025, but saw improved Adjusted EBITDA margins and increased operating cash flow, alongside a new $100 million stock repurchase program.

Capital raiseThe Board is authorized by the general meeting to issue shares up to 20% of the issued share capital, for any legal purpose, at the stock exchange or in a private purchase transaction, for a period of 18 months starting from the date of the 2025 annual general meeting.The company intends to propose renewing such authorization at each annual general meeting.The New Credit Facility includes a $100 million term bridge loan facility, the proceeds of which may be used for acquisitions and investments and capital expenditure in relation to acquisitions.

Summary

  • Total revenue for the year ended December 31, 2025, decreased by $105.7 million, or 6.2%, to $1,607.1 million, compared to $1,712.8 million in 2024.
  • Net income for 2025 was $51.7 million, a slight decrease from $51.9 million in 2024.
  • Adjusted EBITDA increased by $5.6 million, or 1.6%, to $353.0 million in 2025 from $347.4 million in 2024.
  • Adjusted EBITDA margin improved to 22.0% in 2025, up from 20.3% in 2024.
  • Net cash provided by operating activities increased by $40.7 million to $210.2 million in 2025, compared to $169.5 million in 2024.
  • Revenue decreased in North and Latin America (NLA) by 1.4%, Europe and Sub-Saharan Africa (ESSA) by 13.7%, and Asia-Pacific (APAC) by 20.6%.
  • Revenue increased in Middle East and North Africa (MENA) by 9.5%.
  • The Board approved a new stock repurchase program authorizing up to $100.0 million of outstanding common stock from October 30, 2025, through December 31, 2026.
  • The company repurchased approximately 3.7 million shares for $40.1 million in 2025, compared to 1.2 million shares for $14.2 million in 2024.
  • A new senior secured revolving credit facility of up to $500 million was entered into on July 23, 2025, maturing on July 30, 2029, with $79.1 million outstanding as of December 31, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive report. While revenue declined, the company demonstrated improved profitability margins and strong cash flow generation, indicating effective cost management and a favorable activity mix. The outlook is cautiously optimistic, with strategic positioning in growing international and offshore markets offsetting softer commodity prices.

Positives

  • Adjusted EBITDA increased by 1.6% to $353.0 million in 2025, despite a decrease in total revenue, indicating improved operational efficiency and/or a more favorable activity mix.
  • Adjusted EBITDA margin significantly improved to 22.0% in 2025 from 20.3% in 2024.
  • Net cash provided by operating activities increased substantially by $40.7 million to $210.2 million in 2025, driven by lower consumption of working capital.
  • The MENA segment showed strong growth, with revenue increasing by 9.5% to $363.6 million and Segment EBITDA increasing by 21.0% to $132.7 million, reflecting higher revenue and a more favorable activity mix.
  • The company recorded a foreign exchange gain of $0.9 million in 2025, a positive reversal from a $13.6 million loss in 2024.
  • Merger and integration expenses decreased significantly to $6.2 million in 2025 from $16.3 million in 2024.
  • The Lost Time Injury Frequency (LTIF) rate remained at 0.00 in 2025 and 2024, down from 0.06 in 2023, demonstrating strong safety performance.
  • The Total Recordable Case Frequency (TRCF) rate decreased to 0.37 in 2025 from 1.05 in 2024, indicating improved workplace safety.
  • The new $100.0 million stock repurchase program provides flexibility for returning capital to shareholders.

Negatives

  • Total revenue decreased by $105.7 million, or 6.2%, in 2025 compared to 2024.
  • Net income slightly decreased to $51.7 million in 2025 from $51.9 million in 2024.
  • Revenue decreased in NLA (1.4%), ESSA (13.7%), and APAC (20.6%) segments.
  • Depreciation and amortization expense increased by $28.6 million, or 17.5%, to $192.1 million in 2025.
  • Severance and other expenses increased by $11.5 million to $28.5 million in 2025, primarily due to restructuring activity across all segments.
  • Stock-based compensation expense increased by $2.8 million to $29.2 million in 2025.
  • Global oil inventories are expected to continue rising in 2026, as supply growth outpaces demand, placing downward pressure on prices.
  • The EIA forecasts Brent crude oil prices to average approximately $56 per barrel for 2026, a decrease from Q4 2025 levels of $63-$65 per barrel.
  • North American drilling activity is expected to slip by 2% in 2026, with completion activity projected to slow by 1%.

Risks

  • Business depends on the level of activity in the oil and gas industry, which is highly sensitive to commodity prices and global economic conditions.
  • Worldwide military, political, economic, and public health events (e.g., Russian war in Ukraine, Middle East conflicts) contribute to volatility in demand and prices for oil and gas.
  • Physical dangers and operating hazards inherent in oil and gas operations may expose the company to significant potential costs and losses, which may not be fully covered by insurance or indemnities.
  • Exposure to political, economic, and other uncertainties inherent in doing business in over 50 countries, including potential expropriation, inflation, currency controls, civil unrest, and adverse tax policies.
  • Need to continually develop new technologies and products, secure and maintain patents, and protect intellectual property rights in a highly competitive and technologically evolving market.
  • Industry consolidation among customers may lead to reduced capital spending or decreased demand for products and services.
  • Risk of supplier concentration, where dependence on a limited number of third-party suppliers could negatively affect business if disruptions occur.
  • Seasonal and weather conditions, as well as natural disasters, could adversely affect demand for services and products and disrupt operations.
  • Stakeholder and public perception related to the company's sustainability performance and evolving sustainability reporting requirements may affect business and operating results.
  • Business could be negatively affected by cybersecurity incidents and other disruptions to information systems.
  • Inability to adapt the business to the effects of the energy transition in a timely and effective manner could negatively impact financial condition and results of operations.
  • Artificial intelligence (AI) presents risks and challenges, including potential breaches of privacy or security, inaccurate results, and evolving regulatory landscapes.
  • Customer credit risks could result in losses, particularly given the concentration of customers in the energy industry.
  • Restrictions in the Revolving Credit Facility (RCF) could adversely affect the company's ability to finance future operations or capital needs.
  • Changes in tax laws, treaties, or regulations or adverse outcomes from examination of tax returns could adversely affect financial results.
  • The market price of common stock may be volatile due to various factors, including operating results, industry reports, management changes, and general market conditions.
  • Rights of shareholders under Dutch law may differ from those in U.S. jurisdictions, potentially making it more difficult to protect interests.
  • Anti-takeover provisions in articles of association and Dutch corporate law may discourage takeover attempts.
  • Difficulty in obtaining or enforcing judgments against the company or some executive officers and directors in the U.S. or the Netherlands.

Future Outlook

Global liquids consumption is forecasted to increase by 1.1 million barrels per day in 2026, primarily driven by non-OECD countries. However, total supply is expected to exceed demand, leading to continued inventory builds and a projected average Brent crude oil price of $56 per barrel for 2026. Natural gas demand remains resilient, with Henry Hub prices largely flat and European/Asian spot prices slightly revised down. Upstream investment is expected to recover modestly in 2026, with international and offshore spending, particularly in deepwater projects and brownfield activity, being the primary sources of growth. North American drilling activity is expected to slightly decrease, while Central and South America, Europe, Sub-Saharan Africa, Middle East, and Asia-Pacific regions anticipate modest to strong growth in drilling and E&P activities. The company maintains cautious optimism, leveraging its diversified service portfolio, international footprint, and technology differentiation to support customers across the full asset lifecycle.

Management Comments

  • "Our corporate strategy is designed to leverage existing capabilities and position Expro as a solutions provider with a technologically differentiated offering."
  • "Our objectives for 2026, which we expect will drive our performance in the year ahead, are organized around three themes: relevancy, resilience and results."
  • "We are committed to delivering above-market revenue growth, strong profitability and sustained generation of free cash flow."
  • "We believe improved business results require clear goals, an organizational commitment to continuous, systematic improvements, and top-to-bottom accountability."
  • "Expro maintains cautious optimism regarding demand for products and services."
  • "While overall market conditions are softer, the continued need for hydrocarbons supports investment in strategic offshore developments and the optimization of existing assets – areas where Expro is well positioned."
  • "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."
  • "Expros diversified service portfolio, strong international footprint, technology differentiation, and focus on margin discipline underpin a cautiously constructive outlook for 2026 and beyond, as we continue to support customers across the full life cycle of their assets."

Industry Context

StockSavvy.ai notes that Expro's 2025 performance reflects a mixed global energy market. While overall oil prices are softening and North American activity is moderating, international and offshore segments, particularly in gas and LNG, show resilience and growth. This aligns with broader industry trends of energy security focus and continued investment in high-return, lower-carbon footprint hydrocarbon production, even amidst decarbonization efforts. The company's strategic focus on technology differentiation and production optimization positions it well in these growing international and offshore markets, contrasting with the more volatile U.S. shale sector. The emphasis on 'relevancy, resilience, and results' for 2026 indicates a proactive approach to navigating these complex market dynamics.

Comparison to Industry Standards

  • The filing compares the company's common stock performance to the Russell 2000 Index, the SPDR S&P Oil & Gas Equipment & Services ETF (XES), and a peer group consisting of Baker Hughes Company, Core Laboratories, Inc., Innovex International, Inc., TechnipFMC plc, Halliburton Company, Helix Energy Solutions Group Inc., National Energy Services Reunited Corp., Patterson-UTI Energy, Inc., Oceaneering International, Inc., NOV Inc. and SLB.
  • The document includes a performance graph tracking cumulative total return from December 31, 2020, through December 31, 2025, against these benchmarks, assuming an initial investment of $100.
  • No specific numerical comparisons of the company's financial results (e.g., revenue growth, profitability margins) against these comparable companies or broader industry averages are provided within the text of the filing.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Financial OfficerQuinn P. Fanning (implied)Sergio MaiwormJune 2025Appointment of new CFO; previous CFO's separation agreement effective July 1, 2025.
President and Chief Executive OfficerNAMichael JardonJanuary 1, 2026Amendment to Executive Employment Agreement revising health care continuation and outplacement benefits.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Share Issuance AuthorizationBoard is authorized by the general meeting to issue shares up to 20% of the issued share capital for any legal purpose, at the stock exchange or in a private purchase transaction, for a period of 18 months starting from the date of the 2025 annual general meeting. This authorization is intended to be renewed annually.June 5, 2025 (from 2025 AGM)Provides the Board with flexibility for capital management and potential defensive measures, potentially diluting existing shareholders if exercised.
Pre-Emptive RightsBoard is authorized to restrict or exclude pre-emptive rights upon an issue of shares, with the intention to renew this authorization annually.June 5, 2025 (from 2025 AGM)Allows for faster capital raises or strategic placements without offering shares proportionally to existing shareholders, potentially impacting shareholder rights.
Share Repurchase AuthorizationBoard is authorized to repurchase up to a total of 10% of the issued share capital, at a price between $0.01 and 105% of the market price on the NYSE, for a period of 18 months from the 2025 annual general meeting. A new $100.0 million stock repurchase program was approved on October 30, 2025, through December 31, 2026.June 5, 2025 (from 2025 AGM) / October 30, 2025 (for new program)Provides flexibility for capital allocation, potentially enhancing shareholder value by reducing share count and supporting stock price.
Executive Severance Plans AmendmentAmendment One to the Expro Group Holdings N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan and Amendment One to the Expro Group Holdings N.V. U.S. Executive Retention & Severance Plan, revising health care continuation payment benefits and outplacement benefits.January 1, 2026Adjusts executive compensation and benefits in specific termination scenarios, aligning with updated company policies.
Insider Trading PolicyThe Insider Trading Policy was last reviewed and affirmed.October 21, 2025Reinforces compliance with securities laws and ethical conduct regarding trading in company securities, mitigating legal and reputational risks.

Legal Proceedings

  • The company is subject to lawsuits and claims arising in the ordinary course of business from time to time.
  • No material accruals for loss contingencies, individually or in the aggregate, were recorded as of December 31, 2025, and December 31, 2024.
  • The probability is remote that the ultimate outcome of these matters would have a material adverse effect on the company's financial position, results of operations, or cash flows.

Related Party Transactions

  • Provided goods and services to joint ventures (CETS and PVD-Expro) totaling $2.8 million in 2025, $7.6 million in 2024, and $13.0 million in 2023.
  • Received services from related parties totaling $0.1 million in 2025, $0.1 million in 2024, and $1.1 million in 2023.
  • Rent expense associated with related party leases was less than $0.1 million in 2025, $0.3 million in 2024, and $0.5 million in 2023.
  • Received dividends from CETS totaling $10.9 million in 2025, $8.2 million in 2024, and $8.3 million in 2023.
  • Amounts receivable from related parties were $0.9 million as of December 31, 2025, and $0.8 million as of December 31, 2024.
  • Amounts payable to related parties were nil as of December 31, 2025, and less than $0.1 million as of December 31, 2024.

Stakeholder Impact

  • Shareholders: Impacted by the new $100.0 million stock repurchase program, which can enhance shareholder value, and the discretionary dividend policy. Potential share issuance authorization could lead to dilution.
  • Employees: Subject to collective bargaining agreements (20% globally, with 10% expiring within one year) and at-will employment in the U.S. (13% of employees). Benefit from various compensation, learning, development, and health/wellbeing programs. Higher severance expenses indicate restructuring impacts.
  • Customers: Benefit from the company's focus on cost-effective, innovative solutions and best-in-class safety and service quality across the well life cycle. Demand for services is tied to their capital spending and commodity prices.
  • Suppliers: The company relies on a limited number of third-party suppliers for certain product lines, creating a concentration risk for suppliers.
  • Creditors: The company's financial health and compliance with covenants under the New Credit Facility directly impact creditors. Voluntary prepayments on the credit facility demonstrate prudent financial management.

Next Steps

  • Propose to renew the Board's authorization to issue shares up to 20% of the issued share capital at the upcoming 2026 annual general meeting.
  • Continue to utilize the $100.0 million stock repurchase program through December 31, 2026, at management's discretion.
  • Focus on 2026 objectives: exceeding safety and operational performance, advancing the products and services portfolio for cost-effective and lower carbon solutions, sustaining efficiency, nurturing company culture, and leveraging data.
  • Plan for total capital expenditures estimated to range between $110.0 million and $120.0 million for 2026.
  • Evaluate the impact of ASU 2024-03 on disclosures for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Key Dates

DateDescription
1938Company roots date back to this year.
May 19, 2017Board was initially authorized to limit or exclude pre-emptive rights for five years.
October 1, 2021Amended and Restated Executive Employment Agreement with Michael Jardon was entered into; the Management Incentive Plan (MIP) stock options were modified to redefine the occurrence of a Liquidity Event to the closing of the Merger.
May 19, 2022Designation of the Board in the Articles ended; the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (LTIP) was adopted.
July 5, 2022Registration on Form S-8 (File No. 333-266018) was filed for the 2022 LTIP.
August 4, 2022Quarterly Report on Form 10-Q (File No. 001-36053) was filed.
November 3, 2022Quarterly Report on Form 10-Q (File No. 001-36053) was filed.
January 18, 2023Amendment No. 1 to Registration Rights Agreement was dated.
March 24, 2023Service Agreement with Alistair George Sinclair Geddes was dated.
April 2023The Dutch government introduced a package of 120 measures worth 28 billion euros to reduce carbon emissions and promote clean energy.
May 4, 2023Quarterly Report on Form 10-Q (File No. 001-36053) was filed.
July 1, 2023The Expro Group Holdings N.V. 2023 Employee Stock Purchase Program (ESPP) became effective.
October 1, 2023The company's prior senior secured revolving credit facility (Prior Facility Agreement) was amended and restated.
October 2, 2023Professional Rental Tools, LLC (PRT Offshore) was acquired.
November 16, 2023Registration on Form S-8 (File No. 333-266018) was filed for the 2023 ESPP.
December 2023The FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
February 21, 2024Annual Report on Form 10-K (file No. 001-36053) was filed.
May 1, 2024Effective date of the Coretrax acquisition.
May 15, 2024CTL UK Holdco Limited (Coretrax) was acquired.
July 1, 2024The Sharesave Scheme (UK) was established as a sub-plan under the ESPP.
July 25, 2024Quarterly Report on Form 10-Q (File No. 001-36053) was filed.
November 2024The FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense.
January 2025Change in commutation factors implemented in U.K. defined benefit plans.
June 2025Sergio Maiworm appointed Chief Financial Officer.
June 5, 2025Board authorized by the 2025 annual general meeting to repurchase up to 10% of issued share capital.
June 30, 2025Aggregate market value of common stock held by non-affiliates was approximately $882.3 million.
July 1, 2025Separation Agreement and Release for Quinn P. Fanning became effective.
July 23, 2025The company entered into a new senior secured revolving credit facility (New Credit Facility).
July 29, 2025Quarterly Report on Form 10-Q (File No. 001-36053) was filed.
July 30, 2025Maturity date of the New Credit Facility.
October 21, 2025Insider Trading Policy was last reviewed and affirmed.
October 23, 2025Quarterly Report on Form 10-Q (File No. 001-36053) was filed.
October 30, 2025The Board approved a new stock repurchase program authorizing up to $100.0 million of outstanding common stock through December 31, 2026.
October 31, 2025Annual goodwill impairment assessment date.
December 9, 2025Company caused the Amendment One to the Expro Group Holdings N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan and Amendment One to the Expro Group Holdings N.V. U.S. Executive Retention & Severance Plan to be executed.
December 31, 2025Fiscal year ended.
January 1, 2026Effective date of the First Amendment to Amended and Restated Executive Employment Agreement for Michael Jardon, and amendments to the U.S. Executive Retention & Severance Plan and U.S. Executive Change-in-Control Severance Plan.
January 7, 2026First Amendment to Amended and Restated Executive Employment Agreement for Michael Jardon was dated.
February 11, 2026113,765,561 shares of common stock outstanding.
February 19, 2026Date of the Annual Report on Form 10-K.
2026Upcoming annual general meeting where shareholders will be asked to authorize the Board to issue shares up to 20% of issued share capital for 18 months.
December 31, 2026End date of the Stock Repurchase Program.
December 15, 2026ASU 2024-03 is effective for annual reporting periods beginning after this date.
December 15, 2027ASU 2024-03 is effective for interim reporting periods beginning after this date.
July 30, 2029Maturity date of the New Credit Facility.
2030EU target to reduce net emissions by 55% from 1990 levels.
December 31, 2035Expected employer contributions to defined benefit plans are detailed up to this year.
2036$136.0 million of U.S. federal net operating loss carryforwards incurred prior to January 1, 2018, will begin to expire if unused.
2040EU progressed toward a binding target to reduce GHG emissions by 90% compared to 1990 levels.

Recommendation

hold

The company shows mixed financial results with a revenue decline but improved profitability and cash flow, indicating operational efficiency. The future outlook is cautiously optimistic, with growth in international and offshore segments offsetting domestic slowdowns and subdued oil prices. The stock repurchase program is a positive for shareholders. However, significant geopolitical and energy transition risks persist, and the overall market conditions for oil prices are expected to remain soft. This suggests a 'hold' recommendation, as the company is managing challenges effectively but faces external headwinds that limit strong upside potential in the near term.

Keywords

Energy services, Oil and gas, Well construction, Well flow management, Subsea well access, Well intervention, Integrity solutions, Offshore drilling, Onshore drilling, SEC filing, 10-K, Financial results, Corporate governance, Stock repurchase, Credit facility, Netherlands, XPRO, Adjusted EBITDA, Cash flow, Sustainability, Cybersecurity, Energy transition

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