United States securities and exchange commission logo
April 8, 2024
Quinn P. Fanning
Chief Financial Officer
Expro Group Holdings N.V.
1311 Broadfield Boulevard
Suite 400
Houston, TX 77084
Re: Expro Group
Holdings N.V.
Form 10-K for the
Year Ended December 31, 2023
Form 8-K filed
February 21, 2024
File No. 001-36053
Dear Quinn P. Fanning:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Item 7. Management s Discussion and Analysis of Financial Condition
and Results of
Operations
Non-GAAP Financial Measures, page 36
1. In footnote (2) to the
Adjusted EBITDA reconciliation, you disclose Excluding $35.9
million of
unrecoverable LWI-related costs during the year ended December 31, 2023,
Adjusted EBITDA would
have been $284.8 million and Adjusted EBITDA margin would
have been 18.8%.
Excluding $27.7 million of unrecoverable LWI-related costs during the
year ended December 31,
2022, Adjusted EBITDA would have been $233.9 million and
Adjusted EBITDA margin
would have been 18.3%. Similar disclosure is included in
pages 35, 39, 41 and
42. Please tell us how you determined the amount of unrecoverable
LWI-related costs
included in this disclosure and which financial statement line item these
costs are included.
Considering unrecoverable LWI-related costs during the year ended
December 31, 2023 and
LWI start-up and commissioning costs on a large subsea project
Quinn P. Fanning
FirstName LastNameQuinn
Expro Group Holdings N.V.P. Fanning
Comapany
April NameExpro Group Holdings N.V.
8, 2024
April 28, 2024 Page 2
Page
FirstName LastName
during the year ended December 31, 2022, appear to be normal,
operating expenses
necessary to operate your business, please explain to us how exclusion
of these costs are
appropriate. Refer to Question 100.01 of the Non-GAAP Financial
Measures Compliance
and Disclosure Interpretations. Please revise or advise.
2. You present Adjusted EBITDA Margin on a consolidated basis without
also presenting
the most directly comparable GAAP margin. Please expand your
presentation to include a
presentation of the most directly comparable GAAP measure as required
by Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
3. We note on page 34, you disclose management believes Adjusted Cash
Flow from
Operations is a useful tool to measure the operating cash performance
of the Company as
it excludes exceptional payments, interest payments and non-cash
charges not related to
your core operating activities and allows more meaningful analysis of
the trends and
performance of your core operations. Please address the following:
Clarify what you have determined to be an exceptional
payment and which
adjustments included in your calculation are exceptional
payments.
You disclose adjusted cash flow from operations excludes
non-cash charges not
related to your core operating activities. Please clarify where
non-cash amounts are
included in the adjustments to this measure.
We note the description of the adjustments indicate cash
payment for interest,
severance and other expense, and merger and integration expenses.
Considering these
charges appear to require cash settlement, tell us how you
considered the prohibitions
of Item 10(e)(1)(ii)(A) of Regulation S-K when presenting this
measure. Please
revise or advise.
Results of Operations for the years ended December 31, 2023, 2022 and 2021
Year ended December 31, 2023 compared to the year ended December 31, 2022
Severance and other expense, page 43
4. You state here that the increase in severance and other expense was
primarily attributable
to unrecoverable LWI-related costs and a change in the fair value of
deferred
consideration. Please clarify how LWI -related costs impact the
severance and other
expenses during the periods presented and revise your disclosures as
appropriate.
Item 8. Financial Statements and Supplementary Data
Consolidated Statement of Operations, page 55
5. We note you derive revenue from services and product sales. Please
separately present
product sales and services and related cost of revenue on the face of
your statements of
operations pursuant to Rule 5-03(b)(1) and (2) of Regulation S-X and
revise your
discussions in MD&A accordingly or demonstrate to us why they are not
required.
Quinn P. Fanning
Expro Group Holdings N.V.
April 8, 2024
Page 3
Form 8-K filed February 21, 2024
Exhibit 99.1
Use of Non-GAAP Financial Measures, page 7
6. Considering the comments 1 through 3 above, please revise the
applicable non-GAAP
measures and related disclosures as appropriate.
Contribution, Contribution Margin and Support Costs, page 14
7. You present the contribution margin on a consolidated basis without
also presenting the
most directly comparable GAAP gross margin. Please expand your
presentation to include
a presentation of the most directly comparable US GAAP measure as
required by Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the
Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
Reconciliation of Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per
Diluted
Share, page 17
8. Please provide a reconciliation of the non-GAAP Adjusted net income
(loss) per share to
GAAP net income (loss) per share. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K and
Question 102.05 of the Compliance and Disclosure Interpretations on
Non-GAAP
Financial Measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Myra Moosariparambil at 202-551-3796 or Raj Rajan at
202-551-3388
with any questions.
FirstName LastNameQuinn P. Fanning Sincerely,
Comapany NameExpro Group Holdings N.V.
Division of
Corporation Finance
April 8, 2024 Page 3 Office of Energy &
Transportation
FirstName LastName