Expro Announces Agreement to Acquire Enhanced Drilling and First Quarter 2026 Results

HOUSTON--(BUSINESS WIRE)--Expro Group Holdings N.V. (NYSE: XPRO) (the “Company” or “Expro”) today announced it has entered into a definitive agreement under which Expro will acquire Enhanced Well Technologies Group AS (“Enhanced Drilling”) for approximately 2 billion Norwegian kroner (“NOK”) in cash plus customary closing and working capital adjustments. The Company also announced its financial and operational results for the three months ended March 31, 2026. Acquisition Highlights Expro expands its high technology-based service offerings by adding managed pressure drilling (“MPD”) solutions to the portfolio Immediately accretive to cash flow and adds approximately $275 million of order backlog Purchase price of approximately 2 billion NOK in cash (approximately $215 million) Projected full year 2026 Adjusted EBITDA1 greater than $50 million with Adjusted EBITDA margin1 greater than 30% Purchase price to be funded with cash on hand and borrowings under revolving credit facility Acquisition expected to close during the third quarter of 2026, subject to customary closing conditions First Quarter 2026 Highlights Revenue was $368 million Net loss of $1 million Adjusted EBITDA1 of $63 million with an Adjusted EBITDA margin1 of 17.1% Cash flow from operations of $25 million, or 7% of revenues Adjusted free cash flow1 of $3 million Share repurchases of approximately $20 million (1.2 million shares at an average $16.52 per share) Announced proposal to redomicile from the Netherlands to the Cayman Islands Liquidity at the end of the quarter stood at $517 million 1. A non-GAAP measure. Michael Jardon, Chief Executive Officer, commented, “We are excited to announce the proposed acquisition of Enhanced Drilling and look forward to welcoming its employees into the Expro family. Enhanced Drilling will add industry leading managed pressure drilling technologies in both riserless and riser-based applications to Expro’s suite of innovative technologies and expand Expro’s service and solution offerings related to customers’ drilling and completion activities. We look forward to leveraging Enhanced Drilling’s expertise, technologies and customer relationships with our own to drive further growth in the future. “For our first quarter, the financial results were impacted by the typical seasonality we experience due to inclement weather, particularly in the North Sea and the Gulf of America, and lower customer budgetary spending at the beginning of the year. In terms of capital allocation during the quarter, Expro maintained its very strong balance sheet and invested $26 million in capital expenditures funding high return projects. Additionally, the Company repurchased approximately $20 million or 1.2 million shares, again making significant progress on its 2026 goal of returning at least one-third of its free cash flow to shareholders. “The end of the quarter was marked by geopolitical uncertainty in the Middle East that threatens the near-term global supply-demand balance for crude oil and natural gas, which could have broad reaching consequences and has certainly added to the volatility in the market. I am thankful to report that all our employees continue to be safe, but we remain vigilant about the evolving developments in the region. Specifically with respect to our MENA geographic segment, there is a relative balance between our Middle East and North Africa operations with our North Africa operations not being impacted by the tenuous situation in the Middle East. A small portion of our Middle East operations have been affected with relatively minor impacts on our first quarter financial results. Presently there still is a significant amount of uncertainty surrounding the geopolitical tensions in the region and the extent and timing of operations becoming more normalized. “Outside the current disruption in the Middle East, the financial results for our remaining global operations were largely in line with expectations. Moving forward, the outlook for the medium-to-long-term for our business is increasingly positive. I believe there will be increased emphasis on re-establishing and then building additional strategic reserves and an intensification and prioritization of energy security going forward all of which should create additional demand for our services across the well lifecycle. We remain optimistic about 2026 and while the disruptions in the Middle East may serve to taper some of our near-term financial results, we still anticipate making further progress towards our longer-term strategic goals with efforts focused on the expansion of our EBITDA margin and free cash flow generation.” Free Cash Flow and Share Repurchases Expro generated $25 million in net cash provided by operating activities in the first quarter of 2026. This was lower than anticipated as we experienced approximately $20 million of unfavorable changes in working capital during the quarter due in part to the conflict in the Middle East. This is merely timing related and Expro continues to expect a strong adjusted free cash flow year. In fact, we have already experienced improvement in working capital balances based on first quarter-related collections received early in the second quarter of 2026. We are anticipating strong collections in the second quarter. After capital expenditures of $26 million, Expro generated $(0.5) million of free cash flow and $3 million of Adjusted free cash flow in the first quarter of 2026. During the first quarter of 2026, the Company repurchased approximately 1.2 million shares at an average price of $16.52, resulting in approximately $20 million of share repurchases. For the full year 2026, Expro remains committed to utilizing at least 33% of the free cash flow generated for capital returns to shareholders. Additionally, Expro remains focused on generating free cash flow, and we expect to continue to do so by further expanding the Company’s Adjusted EBITDA margin and reducing the capital intensity of the business. Management continues to believe that adjusted free cash flow better reflects the Company’s performance by excluding one-time items, in line with corporate finance principles. Three Months Ended March 31, 2026 Total revenue $ 367,573 Net cash provided by operating activities $ 25,284 Less: Capital expenditures (25,764 ) Free cash flow (480 ) Add: Merger and integration expense(1) 288 Add: Severance and other expense (1) 3,226 Adjusted free cash flow $ 3,034 (1) Expenses directly referenced on the condensed consolidated statements of operations. Financial Guidance For 2026, we are reaffirming our full year guidance as we see sequential increases in our quarterly results throughout the year. For the quarter ahead we do anticipate some minor headwinds from the recent Middle East disruptions which we expect to equate to roughly $10 million to $15 million in revenue impact with fairly high decrementals. For the second half of 2026, we believe the current industry optimism is tangible, and we remain constructive and confident in the ramp in our projected revenue and Adjusted EBITDA. The sequential increases we see in our business are driven by: 1) our NLA segment with subsea well access and well flow management work in the Gulf of America, tubular sales, and well intervention and integrity work in Colombia, 2) our MENA segment with a return to more normalized operations in the Middle East and a sizeable production solutions project in North Africa, 3) our APAC region with well construction and well flow management projects in southeast Asia, accompanied by subsea equipment sales in China and 4) additional contributions from our Coretrax acquisition across our geographic regions. Collectively, these identifiable projects and opportunities represent over 85% of the revenue increase we anticipate during the second half of the year. While we currently do not anticipate the disruptions in our Middle East operations will extend beyond the second quarter of 2026, there can be no assurance that these disruptions will not continue beyond that period. The guidance below represents our expectations as of the date of this release and excludes Enhanced Drilling. The Company will provide updated guidance, inclusive of Enhanced Drilling, after the acquisition closes. Full Year Ended December 31, (in millions) 2026 Revenue $1,600 - $1,650 Adjusted EBITDA $355 - $375 Capital expenditure $110 - $120 Adjusted free cash flow $125 - $145 Enhanced Drilling Acquisition Enhanced Drilling is a leading provider of next-generation drilling solution technologies. Specializing in managed pressure drilling, the company is headquartered in Bergen, Norway and has an impressive track record with over 1,000 wells drilled utilizing its technologies. Enhanced Drilling has multiple riserless and riser-based solutions that provide customers with better overall well economics – its solutions reduce risk, increase reliability and consistency, which drive cost effectiveness. We believe this MPD technology leads the industry and as part of Expro, we intend to increase its market penetration utilizing a similar strategy of globalizing acquired technologies and services. Currently, Enhanced Drilling primarily operates offshore Norway and in the Gulf of America and sees growth opportunities in other deepwater regions around the world such as Brazil, West Africa and Australia. Furthermore, this acquisition comes at a time where we believe that a more conducive and constructive offshore drilling market will develop over the next few years. Under the terms of the agreement, Expro will acquire Enhanced Drilling for approximately 2.0 billion NOK in cash, or approximately $215 million based on current exchange rates, plus customary closing and working capital adjustments. The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2026. Notable Awards and Achievements Middle East and North Africa (MENA) Expro deployed its MultiTrace™ gas tracing technology to enable accurate flow measurement on a large-diameter flare system, overcoming significant process challenges caused by highly transient flow conditions and fluctuating gas consumption. Expro’s ActiveSONAR™ provided measurement assurance on a major CCUS project. This technology is non-intrusive with zero operational disruption and provides flow measurement with modifications to existing pipe infrastructure. North and Latin America (NLA) In Argentina, Expro successfully deployed its QPulse™ technology, providing real-time insight into how a well is producing, helping operators optimize production without interfering with ongoing operations. Europe and Sub-Saharan Africa (ESSA) In Norway, Expro successfully delivered a world first fully remote completion joint makeup with a downhole control line and clamp without a single person in the ‘red zone’. The combination of these disruptive technologies enhances safety, increases execution and efficiency and delivers consistent and repeatable outcomes. Expro completed the EWT (extended well test) project in Kazakhstan, supporting early monetization of oil and gas production in extreme winter conditions. Asia Pacific (APAC) In Indonesia, Expro deployed its Blackhawk Cement Head with Skyhook with a customer enabling a remote cement line makeup, removing the need for manual involvement on the rig floor that deliver safer, faster and more efficient cementing operations. In Australia, Expro entered into a six-year framework agreement to deliver Reline RNS casing patch solutions across 100+ wells per year in the Surat Basin, that is expected to increase well integrity thereby extending the economic value of the field life. Technologies Expro launched Solus™, a single shear-and-seal valve that replaces conventional two-valve subsea well access systems. This technology reduces the complexity, operational risk, time and cost during subsea intervention and decommissioning work. Expro’s iTong™ has reached a significant industry milestone, successfully running and pulling over 1,200,000 ft of casing and tubing in field operations since it was first deployed. This achievement underscores the iTong’s™ growing momentum in the market, with an increasing number of clients adopting the technology and experiencing its operational, safety, and performance advantages. Other Financial Information As of March 31, 2026, Expro’s consolidated cash and cash equivalents, including restricted cash, totaled $171 million, and the Company’s total liquidity stood at $517 million. Total liquidity includes $346 million available for drawdowns as loans under the Company’s revolving credit facility. The Company had outstanding long-term borrowings of $79 million as of March 31, 2026. The Company’s capital expenditures totaled $26 million in the first quarter of 2026, of which approximately 90% were used for the purchase and manufacture of equipment to directly support already contracted customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs. After the share repurchases during the first quarter of 2026, the Company has approximately $80 million remaining under its current Board of Directors share repurchase authorization to acquire up to $100 million of outstanding shares. On April 1, 2026, Expro’s Board of Directors unanimously approved a plan to change the Company’s corporate domicile from the Netherlands to the Cayman Islands (the “Redomicile”). The proposal related to the Redomicile will be voted upon during the Company’s Annual Shareholder Meeting scheduled for June 10, 2026, and subject to shareholder and other customary approvals, the Redomicile is expected to be completed in July 2026. The Redomicile is expected to simplify the Company’s corporate structure resulting in (1) a reduction in administrative and regulatory costs, (2) afford the Company improved operational and tax efficiencies, and (3) provide a more favorable corporate structure for possible future merger and acquisition opportunities. The financial measures provided that are not presented in accordance with GAAP are defined and reconciled to their most directly comparable GAAP measures. Please see “Use of Non-GAAP Financial Measures” and the reconciliations to the nearest comparable GAAP measures. Additionally, downloadable financials are available on the Investor section of www.expro.com. Segment Results Unless otherwise noted, the following discussion compares the quarterly results for the first quarter of 2026 to the results for the fourth quarter of 2025. North and Latin America (NLA) Revenue for the NLA segment was $128 million for the three months ended March 31, 2026, a decrease of $2 million, or 2%, compared to $130 million for the three months ended December 31, 2025. The decrease was primarily driven by lower well flow management revenue in Guyana and reduced well construction revenue in the U.S. and Brazil, partially offset by higher subsea well access revenue in the U.S. and increased well flow management revenue in Mexico. Segment EBITDA for the NLA segment was $26 million, or 20% of revenues, during the three months ended March 31, 2026, a decrease of $6 million, or 18%, compared to $32 million, or 24%, of revenues during the three months ended December 31, 2025. The decrease in Segment EBITDA and Segment EBITDA margin was primarily attributable to a less favorable activity mix during the quarter. Europe and Sub-Saharan Africa (ESSA) Revenue for the ESSA segment was $114 million for the three months ended March 31, 2026, a decrease of $2 million, or 2%, compared to $116 million for the three months ended December 31, 2025. The decrease in revenue was primarily attributable to lower well flow management revenue in Angola and Bulgaria and lower subsea well access and well construction revenue in Ghana, partially offset by higher well construction revenue in Ivory Coast. Segment EBITDA for the ESSA segment was $32 million, or 28% of revenues, for the three months ended March 31, 2026, a decrease of $9 million, or 21%, compared to $40 million, or 34% of revenues, for the three months ended December 31, 2025. The decrease in Segment EBITDA and Segment EBITDA margin, was primarily attributable to a reduction in higher margin projects. Middle East and North Africa (MENA) Revenue for the MENA segment was $82 million for the three months ended March 31, 2026, a decrease of $11 million, or 12%, compared to $93 million for the three months ended December 31, 2025. The decrease in revenue was primarily driven by lower well flow management revenue in Algeria, Saudi Arabia, and Iraq, together with reduced well intervention activity in Qatar due to ongoing conflicts in the Middle East. Segment EBITDA for the MENA segment was $24 million, or 29% of revenues, for the three months ended March 31, 2026, a decrease of $13 million, or 35%, compared to $36 million, or 39% of revenues, for the three months ended December 31, 2025. The decrease in Segment EBITDA and Segment EBITDA margin is consistent with the decrease in revenue and activity mix. Asia Pacific (APAC) Revenue for the APAC segment was $44 million for the three months ended March 31, 2026, an increase of $1 million, or 3%, compared to $43 million for the three months ended December 31, 2025. The increase in revenue was primarily driven by higher subsea well access activity in Malaysia and increased Coretrax-related activity in Myanmar, partially offset by lower well flow management and subsea well access activity in Australia. Segment EBITDA for the APAC segment was $7 million, or 16% of revenues, for the three months ended March 31, 2026, which was consistent with $7 million, or 16% of revenues, for the three months ended December 31, 2025. Conference CallRead the full story here

Expro Announces Agreement to Acquire Enhanced Drilling and First Quarter 2026 Results

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