Our services and technology across international borders subjects us to extensive trade laws and regulations. Our import and export activities are governed by unique customs laws and regulations in each of the countries where we operate. Moreover, many countries control the import and export of certain goods, services and technology and impose related import and export recordkeeping and reporting obligations. Governments

Our tubularservices and other well construction servicesproducts are provided in connection with potentially hazardous drilling, completion and production applications in the oil and gas industry where an accident can potentially have catastrophic consequences. This is particularly true in deepwater operations. Risks inherent to these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, gas or well fluids and natural disasters, on land or in deepwater or shallow water environments, can cause personal injury, loss of life, suspension of operations, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface water and drinking water resources, equipment, natural resources and the environment. If our services fail to meet specifications or are involved in accidents or failures, we could face warranty, contract, fines or other litigation claims, which could expose us to substantial liability for personal injury, wrongful death, property damage, loss of oil and gas production, pollution and other environmental damages. Our insurance policies may not be adequate to cover all liabilities. Further, insurance may not be generally available in the future or, if available, insurance premiums may make such insurance commercially unjustifiable. Moreover, even if we are successful in defending a claim, it could be time-consuming and costly to defend.

As is customary in our industry, our contracts typically provide that our customers indemnify us for claims arising from the injury or death of their employees, the loss or damage of their equipment, damage to the reservoir and pollution emanating from the customer’s equipment or from the reservoir (including uncontained oil flow from a reservoir). Conversely, we typically indemnify our customers for claims arising from the injury or death of our employees, the loss or damage of our equipment, or pollution emanating from our equipment. Our contracts typically provide that our customer will indemnify us for claims arising from catastrophic events, such as a well blowout, fire or explosion.

Certain of our product lines depend on a limited number of third party suppliers. As a result of this concentration in some of our supply chains, our business and operations could be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, availability or timely delivery of their products. The partial or complete loss of any one of our key suppliers, or a significant adverse change in the relationship with any of these suppliers, through consolidation or otherwise, would limit our ability to manufacture or sell certain of our products.

Seasonal and weather conditions, as well as natural disasters, could adversely affect demand for our services and products and could result in severe property damage or materially and adversely disrupt our operations.

Weather can have a significant impact on demand as consumption of energy is seasonal, and any variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand. Adverse weather conditions, such as hurricanes and ocean currents in the U.S. Gulf of Mexico or typhoons in the Asia Pacific region, may interrupt or curtail our operations or our customers’ operations, cause supply disruptions and result in a loss of revenue and damage to our equipment and facilities, which may or may not be insured. In addition, acute or chronic physical impacts of climate change, such as sea level rise, coastal storm surge, inland flooding from intense rainfall and hurricane-strength winds may damage our facilities. Extreme winter conditions in Canada, Russia, or the North Sea, or droughts in more arid regions in which we do business may interrupt or curtail our operations, or our customers’ operations, and result in a loss of revenue. If the facilities we own are damaged by severe weather or any other disaster, accident, catastrophe or event, our operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that provide supplies or other raw materials to our plants or other stoppages arising from factors beyond our control. These interruptions might involve significant damage to property, among other things, and repairs might take from a week or less for a minor incident to many months or more for a major interruption.

In addition, a portion of our business involves the movement of people and certain parts and supplies to or from foreign locations. Any restrictions on travel or shipments to and from foreign locations, due to the occurrence of natural disasters such as earthquakes, floods or hurricanes, in these locations, could significantly disrupt our operations and decrease our ability to provide services to our customers. If a natural disaster were to impact a location where we have a high concentration of business and resources, our local facilities and workforce could be affected by such an occurrence or outbreak which could also significantly disrupt our operations and decrease our ability to provide services and products to our customers.

Investor and public perception related to the Company’s ESG performance as well as current and future ESG reporting requirements may affect our business and our operating results.

Increasing focus on ESG factors has led to enhanced interest in, and review of performance results by investors, banks, institutional lenders and other stakeholders, and the potential for reputational risk. Regulatory requirements related to ESG or sustainability reporting have been issued in the European Union (“EU”) that apply to financial market participants, with implementation and enforcement starting in 2021. In the U.S., such regulations have been issued related to pension investments in California, and for the responsible investment of public funds in Illinois. Additional regulation is pending in other states. We expect regulatory requirements related to ESG matters to continue to expand globally. The Company is committed to transparent and comprehensive reporting of our sustainability performance. If we are not able to meet future sustainability reporting requirements of regulators or current and future expectations of investors, customers or other stakeholders, our business and ability to raise capital may be adversely affected.

Events outside of our control, including the ongoing COVID-19 pandemic, have and may further materially adversely affect our business.

We face risks related to pandemics, epidemics, outbreaks or other public health events that are outside of our control, and could significantly disrupt our operations and adversely affect our financial condition. For example, the ongoing COVID-19 pandemic has resulted in significant global economic disruption, including in the U.S. and many other geographic areas where we operate, or where our customers are located or suppliers or vendors operate. As the global economy and demand for crude oil and natural gas continues to recover from the global impact of the COVID-19 pandemic, the persistent effects from new variants, including Delta and Omicron, have further constrained recovery of global economic activity and has resulted in substantial volatility in demand for and market prices of crude oil and natural gas. Any prolonged period of economic slowdown or recession resulting from the negative effects of COVID-19 on economic and business prospects across the world may negatively impact crude oil prices and the demand for our products and services, and could have significant adverse consequences on our financial condition and the financial condition of our customers, suppliers and other counterparties.

While many governmental authorities have implemented multi-step policies towards the goal of reopening their economies, certain jurisdictions have reinstated certain restrictions due to a rise in COVID-19 cases as a result of new variants. We have experienced, and expect to continue to experience, some periodic disruptions to our business operations, as these government restrictions have significantly impacted, and may continue to impact, many sectors of the economy. Our business involves movement of people and certain parts and supplies to or from foreign locations, and the reinstatement of travel restrictions in certain countries where we operate, including the temporary closure of international borders, will continue to disrupt such movement and decrease our ability to provide products and services to our customers. In addition, the risk of infection and the associated health risks with the new variants of COVID-19 may adversely affect our operations or the health of our workforce and the workforces of our customers and service providers by rendering employees or contractors unable to work. 

In addition, the technology required for the corresponding transition to remote work increases our vulnerability to cybersecurity threats, including threats to gain unauthorized access to sensitive information or to render data or systems unusable, the impact of which may have material adverse effects on our business and operations. See “—Our business could be negatively affected by cybersecurity threats and other disruptions.”

The ultimate impact of the COVID-19 pandemic is difficult to predict, and the extent to which it may negatively affect our operating results or the duration of any potential business disruption is uncertain. Any potential impact will depend on future developments, including the duration and spread of the COVID-19 pandemic and any new variants, the actions taken by authorities to contain it or treat its impact, and the impact on overall economic activity, all of which are uncertain and are outside of our control. These potential impacts, while uncertain, could adversely affect our operating results.

Our business could be negatively affected by cybersecurity threats and other disruptions.

We rely heavily on information systems to conduct and protect our business. These information systems are increasingly subject to sophisticated cybersecurity threats such as unauthorized access to data and systems, loss or destruction of data (including confidential customer information), computer viruses, ransomware, or other malicious code, phishing and cyberattacks, and other similar events. These threats arise from numerous sources, not all of which are within our control, including fraud or malice on the part of third parties, accidental technological failure, electrical or telecommunication outages, failures of computer servers or other damage to our property or assets, or outbreaks of hostilities or terrorist acts.

Given the rapidly evolving nature of cyber threats, there can be no assurance that the systems we have designed and implemented to prevent or limit the effects of cyber incidents or attacks will be sufficient in preventing all such incidents or attacks, or avoiding a material impact to our systems when such incidents or attacks do occur. If we were to be subject to a cyber incident or attack in the future, it could result in the disclosure of confidential or proprietary customer information, theft or loss of intellectual property, damage to our reputation with our customers and the market, failure to meet customer requirements or customer dissatisfaction, theft or exposure to litigation, damage to equipment (which could cause environmental or safety issues) and other financial costs and losses. In addition, as cybersecurity threats continue to evolve, we may be required to devote additional resources to continue to enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities.

Our executive officers and certain key personnel are critical to our business, and these officers and key personnel may not remain with us in the future.

We depend greatly on the efforts of our executive officers and other key employees to manage our operations. The loss or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business.

If we are unable to adapt our business to the effects of the energy transition in a timely and effective manner, our financial condition and results of operations could be negatively impacted.

The transition of the global energy sector from primarily a fossil fuel-based system to renewable energy sources could affect our customers’ levels of expenditures. Our business will need to adapt to changing customer preferences and government requirements. If the energy transition occurs faster than anticipated or in a manner we do not anticipate, demand for our services and products could be adversely affected. In addition, if we fail or are perceived to not effectively implement an energy transition strategy, or if investors, banks or institutional lenders shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted.

Risks Relating to the Merger

The failure to integrate successfully the businesses of Frank’s and Legacy Expro could adversely affect the Company’s future results.

The Merger involves the integration of two companies that prior to October 1, 2021, operated independently. The success of the Merger will depend -- in large part -- on the ability of the combined company to realize the anticipated benefits, including cost savings, among others, from combining the businesses of Frank’s and Legacy Expro. To realize these anticipated benefits, the businesses of Frank’s and Legacy Expro must be successfully integrated. This integration will be complex and time-consuming. The failure to integrate successfully and to manage successfully the challenges presented by the integration process may result in the combined company not achieving the anticipated benefits of the Merger.
 
In particular, the Company may fail to realize the anticipated benefits and synergies expected from the Merger, which could adversely affect its business, financial condition and operating results. The success of the Merger will depend, in significant part, on the combined company’s ability to successfully integrate the acquired business and realize the anticipated strategic benefits and synergies from the combination. Company management believes that the Merger will provide operational and financial scale, increasing free cash flow, and enhancing the combined company’s corporate returns on invested capital. However, achieving these goals requires, among other things, realization of the targeted cost synergies expected from the Merger. The anticipated benefits of the Merger and actual operating, technological, strategic and revenue opportunities may not be realized fully or at all, or may take longer to realize than expected. If the Company is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Merger within the anticipated timing or at all, the combined company’s business, financial condition and operating results may be adversely affected.
 
The Company will also incur significant integration-related costs and there is potential for unknown liabilities, unforeseen expenses, delays associated with post-Merger integration activities and performance shortfalls of the combined company as a result of the diversion of management’s attention caused by completing the Merger and integrating the companies’ operations. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Additionally, there are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including accounting and finance, asset management, benefits, billing, health, safety and environmental, human resources, maintenance, marketing, payroll and purchasing. The expenses of integrating these systems could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings.

Any of these difficulties in successfully integrating the businesses of Frank’s and Legacy Expro, or any delays in the integration process, could adversely affect the combined company’s ability to achieve the anticipated benefits of the Merger and could adversely affect the combined company’s business, financial results, financial condition and stock price. 

The combined company’s ability to utilize the historic U.S. net operating loss carryforwards of Frank’s and of Legacy Expro may be limited.
 
As of December 31, 2021, Frank’s and Legacy Expro had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $447.4 million and $98.2 million, respectively, net of existing Section 382 (as defined below) limitations. $156.4 million and $30.8 million, respectively, of these NOLs were incurred prior to January 1, 2018 and will begin to expire, if unused, in 2036 and 2022, respectively. $291.0 million and $67.4 million of these NOLs were incurred on or after January 1, 2018 and will not expire and will be carried forward indefinitely. The combined company’s ability to utilize these NOLs and other tax attributes to reduce future taxable income following the consummation of the Merger depends on many factors, including its future income, which cannot be assured. Section 382 of the Code (“Section 382”) generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382). An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of such corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. In the event that an ownership change occurs, utilization of the relevant corporation’s NOLs would be subject to an annual limitation under Section 382, generally determined, subject to certain adjustments, by multiplying (i) the fair market value of such corporation’s stock at the time of the ownership change by (ii) a percentage approximately equivalent to the yield on long-term tax-exempt bonds during the month in which the ownership change occurs. Any unused annual limitation may be carried over to later years.
 
The Company underwent an ownership change under Section 382 as a result of the Merger, which, based on information currently available, may trigger a limitation (calculated as described above) on the combined company’s ability to utilize any historic Frank’s NOLs and could cause some of the Frank’s NOLs incurred prior to January 1, 2018 to expire before the combined company would be able to utilize them to reduce taxable income in future periods. While the exchange of ordinary shares of Legacy Expro for shares of the Company's common stock (“Company Common Stock”) in the Merger was, standing alone, insufficient to result in an ownership change with respect to Legacy Expro, we cannot assure you that the Company will not undergo an ownership change as a result of the Merger taking into account other changes in ownership of Company stock occurring within the relevant three-year period described above. If there were to be an ownership change with respect to Legacy Expro as a result of the Merger, the combined company may be prevented from fully utilizing Legacy Expro’s historic NOLs incurred prior to January 1, 2018 prior to their expiration.

Certain of the shareholders of the Company have the ability to exercise significant influence over certain corporate actions.

Entities affiliated with Oak Hill Advisors, L.P. and members of the Mosing family and entities they control could have significant influence over the outcome of matters requiring a shareholder vote, including the election of directors, the adoption of any amendment to the articles of association of the Company and the approval of mergers and other significant corporate transactions. Their influence over the Company may have the effect of delaying or preventing a change of control or may adversely affect the voting and other rights of other shareholders. In addition, entities affiliated with Oak Hill Advisors, L.P. have the right to designate two nominees for election to the combined company’s nine member board of directors and members of the Mosing family have the right to designate one nominee for election to such board. Finally, if these shareholders were in the future to sell all or a material number of shares of Company Common Stock, the market price of Company’s Common Stock could be negatively impacted.

Risks Related to Accounting and Financial Matters

Customer credit risks could result in losses.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Those countries that rely heavily upon income from hydrocarbon exports would be hit particularly hard by a drop in oil prices such as the drop that has occurred this year. Further, laws in some jurisdictions in which we operate could make collection difficult or time consuming. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.

In addition, customers experiencing financial difficulty may delay payment for our products and services. Such delays, even if accounts are ultimately paid in full, could reduce our cash resources available and materially and adversely impact our credit available from suppliers and financial institutions.

If our assets are impaired, we may be required to record significant non-cash charges to our earnings.

We recognize impairments of goodwill when the fair value of any of our reporting units becomes less than its carrying value. Our estimates of fair value are based on assumptions about future cash flows of each reporting unit, discount rates applied to these cash flows and current market estimates of value. Based on the uncertainty of future revenue growth rates, gross profit performance, and other assumptions used to estimate our reporting units’ fair value, future reductions in our expected cash flows could cause a material non-cash impairment charge of goodwill, which could have a material adverse effect on our results of operations and financial condition.

Please see additional discussion regarding goodwill in “Management’s Discussion & Analysis of Financial Condition and Results of Operation—Critical accounting policies and estimates—Goodwill and identified intangible assets.”

We also have certain long-lived assets, other intangible assets and other assets which could be at risk of impairment or may require reserves based upon anticipated future benefits to be derived from such assets. Any change in the valuation of such assets could have a material effect on our profitability.

Restrictions in the agreement governing our RCF could adversely affect our business, financial condition, results of operations and stock price.
 

The operating and financial restrictions in our RCF and any future financing agreements could restrict our ability to finance future operations or capital needs, or otherwise pursue our business activities. For example, our RCF limits our and our subsidiaries’ ability to, among other things:

Furthermore, our RCF contains financial covenants requiring us to maintain (i) a minimum cashflow cover ratio of 1.5 to 1.0 based on the ratio of cashflow to debt service, (ii) a minimum interest cover ratio of 4.0 to 1.0 based on the ratio of EBITDA to net finance charges and (iii) a maximum senior leverage ratio of 2.25 to 1.0 based on the ratio of total net debt to EBITDA, in each case tested quarterly on a last-twelve-months basis, subject to certain exceptions. In addition, the aggregate capital expenditure of the Company and its subsidiaries cannot exceed 110% of the forecasted amount in the relevant annual budget, subject to certain exceptions.

In addition, any borrowings under our RCF may be at variable rates of interest that expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, and our net income and cash flows will correspondingly decrease.

A failure to comply with the covenants in the agreement governing our RCF could result in an event of default, which, if not cured or waived, would permit the exercise of remedies against us that could have a material adverse effect on our business, results of operations and financial position. Remedies under our RCF include foreclosure on the collateral securing the indebtedness and termination of the commitments under our RCF, and any outstanding borrowings under our RCF may be declared immediately due and payable. Compliance with these covenants is tested quarterly (annually for capital expenditure limits). Furthermore, the facility restricts the payment of dividends, or share buybacks. Please see “Management’s Discussion & Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Revolving Credit Facility” for an expanded discussion regarding our RCF, including current amounts outstanding.

Risks Related to Legal and Regulatory Requirements

Our operations and our customers’customers’ operations are subject to a variety of governmental laws and regulations that may increase our costs, limit the demand for our services and products or restrict our operations.

Our business and our customers’ businesses may be significantly affected by:

In addition, we depend on the demand for our services and products from the oil and gas industry. This demand is affected by changing taxes, price controls and other laws and regulations relating to the oil and gas industry in general. For example, the adoption of laws and regulations curtailing exploration and development drilling for oil and gas for economic or other policy reasons could adversely affect our operations by limiting demand for our services and products. In addition, some non-U.S. countries may adopt regulations or practices that give advantage to indigenous oil companies in bidding for oil leases, or require indigenous companies to perform oilfield services currently supplied by the Company and other international service companies. To the extent that such companies are not our customers, or we are unable to develop relationships with them, our business may suffer. We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.

Because of our non-U.S. operations and sales, we are also subject to changes in non-U.S. laws and regulations that may encourage or require hiring of local contractors or require non-U.S. contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. If we fail to comply with any applicable law or regulation, our business, financial condition and results of operations may be adversely affected.

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Our business is dependent on capital spending by our customers, and reductions in capital spending could have a material adverse effect on our business.

Any change in capital expenditures by our customers or reductions in their capital spending could directly impact our business by reducing demand for our products and services and could have a material adverse effect on our business. Our customers are subject to risks which, in turn, could impact our business, including volatile oil and gas prices, difficulty accessing capital on economically advantageous terms and adverse developments in their own business or operations. With respect to national oil company customers, we are also subject to riskTable of policy, regime and budgetary changes.Contents

An inability to obtain visas and work permits for our employees on a timely basis could negatively affect our operations and have an adverse effect on our business.

Our ability to provide services worldwide depends on our ability to obtain the necessary visas and work permits for our personnel to travel in and out of, and to work in, the jurisdictions in which we operate. Governmental actions in some of the jurisdictions in which we operate may make it difficult for us to move our personnel in and out of these jurisdictions by delaying or withholding the approval of these permits. If we are not able to obtain visas and work permits for the employees we need for conducting our tubular and other well construction services on a timely basis, we might not be able to perform our obligations under our contracts, which could allow our customers to cancel the contracts. If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, our business, financial condition and results of operations could be materially adversely affected.

Our operations are subject to environmental and operational safety laws and regulations that may expose us to significant costs and liabilities.

Our oil and gas exploration and production customers’ operations in the United States and other countries are subject to numerous stringent federal, state and complexlocal legal requirements governing environmental protection. These requirements may take the form of laws, regulations, executive actions and various other legal initiatives. See Part I, Item 1. “Business – Environmental and Occupational Health and Safety Regulation” for more discussion on these matters. Compliance with these regulations and other regulatory initiatives, or any other new environmental laws and regulations governingcould, among other things, require us or our customers to install new or modified emission controls on equipment or processes, incur longer permitting timelines, and incur significantly increased capital or operating expenditures, which costs may be significant. Additionally, one or more of these developments that impact our customers could reduce demand for our products and services, which could have a material adverse effect on our business, results of operations and financial condition.

Our operations may be adversely affected by various laws and regulations in countries in which we operate relating to the dischargeequipment and operation of materials intodrilling units, oil and gas exploration and development, as well as import and export activities.

Governments in some foreign countries have been increasingly active in regulating and controlling the environment, healthownership of concessions and safetycompanies holding concessions, the exploration for oil and gas and other aspects of our operations,the oil and gas industries in their countries, including local content requirements for participating in tenders. Many governments favor or otherwise relatingeffectively require that contracts be awarded to occupational healthlocal contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may result in inefficiencies or put us at a disadvantage when we bid for contracts against local competitors.

In addition, the shipment of goods, services and safetytechnology across international borders subjects us to extensive trade laws and environmental protection.regulations. Our import and export activities are governed by unique customs laws and regulations in each of the countries where we operate. Moreover, many countries control the import and export of certain goods, services and technology and impose related import and export recordkeeping and reporting obligations. Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities. We are subject to U.S. anti-boycott laws. The U.S. and other countries also from time to time may impose special punitive tariff regimes targeting goods from certain countries.

The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and economic sanctions are complex and constantly changing. These laws and regulations may among other things, regulate the managementbe enacted, amended, enforced or interpreted in a manner materially impacting our operations. An economic downturn may increase some foreign governments’ efforts to enact, enforce, amend or interpret laws and disposal of hazardous and non-hazardous wastes; require acquisition of environmental permits relatedregulations as a method to our operations; restrict the types, quantities, and concentrations of various materialsincrease revenue. Materials that we import can be released into the environment; limitdelayed and denied for varying reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes. Shipping delays or prohibitdenials could cause unscheduled operational activities in certain ecologically sensitive and other protected areas; regulate specific health and safety criteria addressing worker protection; require compliance with operational and equipment standards; impose testing, reporting and record-keeping requirements; and require remedial measures to mitigate pollution from former and ongoing operations. Failuredowntime. Any failure to comply with these lawsapplicable legal and regulations or to obtain or comply with permits mayregulatory obligations also could result in the assessmentcriminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of administrative, civilshipments and criminal penalties,loss of import and export privileges.

The imposition of remedialrestrictions or corrective action requirementsprohibitions on drilling by any governing body may have a material adverse effect on our business.

Events over the past decade have heightened environmental and regulatory concerns about the imposition of injunctionsoil and gas industry. From time to time, governing bodies have enacted and may propose legislation or regulations that would materially limit or prohibit drilling in certain activitiesareas. If laws are enacted or forceother governmental action is taken that restricts or prohibits offshore drilling in our expected areas of operation, our expected future compliance. Certaingrowth in offshore services could be reduced and our business could be materially adversely affected. See Part I, Item 1. “Business—Environmental and Occupational Health and Safety Regulation” for more discussion on these regulatory and safety matters. The issuance of more stringent safety and environmental laws may impose jointguidelines, regulations or moratoria for drilling could disrupt, delay or cancel drilling operations, increase the cost of drilling operations or reduce the area of operations for drilling. The matters described above, individually or in the aggregate, could have a material adverse effect on our business, financial condition and several liability, without regard to faultresults of operations.

There are various risks associated with greenhouse gases and climate change legislation or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment.

The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activitiesregulations that may impact the environment. The implementation of new laws and regulations could result in materially increased costs, stricter standards and enforcement, larger fines and liability and increased capital expenditures and operating costs particularlyand reduced demand for our customers.

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Ourservices.

The threat of climate change continues to attract considerable attention. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of GHGs as well as to restrict or eliminate such future emissions. As a result, our operations in countries outside of the United States are subject to a series of regulatory, political, litigation, and financial risks associated with the production and processing of fossil fuels and emission of GHGs. See Part I, Item 1. “Business—Environmental and Occupational Health and Safety Regulation” for more discussion on the threat of climate and restriction of GHG emissions. The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming fossil fuels, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products. Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce demand for our services and products. One or more of these developments could have a material adverse effect on our business, financial condition and results of operations.

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We are required to comply with a number of U.S. federalcomplex laws and regulations,pertaining to business conduct, including restrictions imposed by the U.S. Foreign Corrupt Practices Act as well as trade sanctions administeredand similar legislation enacted by Governments outside the Office of Foreign Assets Control and the Commerce Department.

U.S.

We operate internationally and in some countries with high levels of perceived corruption commonly gauged according to the Transparency International Corruption Perceptions Index. We must comply with complex foreign and U.S. laws including the United States Foreign Corrupt Practices Act (“FCPA”), the UKU.K. Bribery Act 2010 and the United Nations Convention Against Corruption, which prohibit engaging in certain activities to obtain or retain business or to influence a person working in an official capacity. We do business and may in the future do additional business in countries and regions in which we may face, directly or indirectly, corrupt demands by officials, tribal or insurgent organizations, or by private entities in which corrupt offers are expected or demanded. Furthermore, many of our operations require us to use third parties to conduct business or to interact with people who are deemed to be governmental officials under the anticorruption laws. Thus, we face the risk of unauthorized payments or offers of payments or other things of value by our employees, contractors or agents. It is our policy to implement compliance procedures to prohibit these practices. However, despite those safeguards and any future improvements to them, our employees, contractors, and agents may engage in conduct for which we might be held responsible, regardless of whether such conduct occurs within or outside the United States. We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures. In addition, our non-U.S. competitors that are not subject to the FCPA or similar anticorruption laws may be able to secure business or other preferential treatment in such countries by means that such laws prohibit with respect to us. A violation of any of these laws, even if prohibited by our policies, may result in severe criminal and/or civil sanctions and other penalties, and could have a material adverse effect on our business. Actual or alleged violations could damage our reputation, be expensive to defend, and impair our ability to do business.

We are currently conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa for possible violations of the FCPA, our policies and other applicable laws, and in June 2016 we voluntarily disclosed the existence of our extensive internal review to the SEC, the U.S. Department of Justice (“DOJ”) and other governmental entities. We are unable to predict the ultimate resolution of these matters before the SEC and DOJ. Adverse action by these government agencies could have a material adverse effect on our business.

Compliance with U.S.laws and regulations on trade sanctions and embargoes including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control also poses a risk to us. We cannot provide products or services to or in certain countries subject to U.S. or other international trade sanctions or to certain individuals and entities subject to sanctions. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Any failure to comply with applicable legaltrade-related laws and regulatory trading obligationsregulations, even if prohibited by our policies, could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments and loss of import and export privileges.

Compliance It is our policy to implement procedures concerning compliance with applicable trade sanctions, export controls, and changesother trade-related laws and regulations. However, despite those safeguards and any future improvements to them, our employees, contractors, and agents may engage in conduct for which we might be held responsible, regardless of whether such conduct occurs within or outside the United States. We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures.

Data protection and regulations related to privacy, data protection and information security could increase our costs, and our failure to comply could result in fines, sanctions or other penalties, which could materially and adversely affect our results of operations, as well as have an impact on our reputation.

We are subject to regulations related to privacy, data protection and information security in the jurisdictions in which we do business. As privacy, data protection and information security laws could be costlyare interpreted and could affect operating results.

We have operationsapplied, compliance costs may increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place.

In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of privacy, data protection and information security in the U.S. and in approximately 50various countries that can be impacted by expected and unexpected changes in the legal and business environments in which we operate. Political instability and regional issues in many of the areas in which we operate may contribute to such changes with greater significance In addition, legislators and/or frequency. Our ability to manage our compliance costs and compliance programs will impact our business, financial condition and results of operations. Compliance-related issues could also limit our ability to do business in certain countries. Changes that could impact the legal environment include new legislation, new regulations, new policies, investigations and legal proceedings and new interpretations of existing legal rules and regulations, in particular, changes in export control laws or exchange control laws, additional restrictions on doing business in countries subject to sanctions and changes in laws in countries where we operate or intend to operate.

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Restrictions on emissions of greenhouse gases could increase our operating costs or reduce demand for our products.

Environmental advocacy groups and regulatory agenciesregulators in the United StatesU.S., the EU and other countries have focused considerable attention on emissions of carbon dioxide, methane and other "greenhouse gases" and their potential role in climate change. The EPA has already begun to regulate greenhouse gas emissions under existing provisions of the federal Clean Air Act, and the state of California has established a “cap-and-trade” program requiring state-wide annual reductions in emission of greenhouse gases. For example, in May 2016, the EPA finalized rules that establish new controls for emissions of methane for new, modified or reconstructed sources in the oil and natural gas source category, including production, processing, transmission and storage activities. The rules include first-time standards to address emissions of methane from equipment and processes across the source category, including hydraulically fractured oil and natural gas well completions. However, in June 2017, the EPA published a proposed rule to stay certain portions of these 2016 standards for two years and reconsider the entirety of the 2016 standards. As a result of these actions, the 2016 methane standards are currently in effect but future implementation of the standards is uncertain at this time. The BLM finalized similar rules in November 2016 but, following the change in U.S. Presidential Administrations, finalized a rule in December 2017 delaying implementation of the BLM methane rules for one year. Environmental groups and some states have announced their intent to challenge the actions of both the EPA and BLM and, as a result, future implementation of these federal methane rules remains uncertain at this time. To the extent implemented, these rules have the potential to impose significant costs on our customers. The adoption of additional legislation or regulatory programs to reduce emissions of greenhouse gases could require us to incur increased operating costs to comply with new emissions-reduction or reporting requirements or pay carbon taxes. Also any legislation or regulatory programs related to the control of greenhouse gas emissions could increase the cost of consuming, and thereby reduce demand for, hydrocarbons that our customers produce, which could impact demand for our services. Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations. Finally, some scientists have concluded that increasing concentrations of greenhouse gases in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other extreme weather events. Offshore operations are particularly susceptible to damage from extreme weather events. If any of the potential effects of climate change were to occur, they could have an adverse effect on our business, financial condition and results of operations.

We face risks related to natural disasters and pandemic diseases, which could result in severe property damage or materially and adversely disrupt our operations and affect travel required for our worldwide operations.

Some of our operations involve risks of, among other things, property damage, which could curtail our operations. For example, disruptions in operations or damage to a manufacturing plant could reduce our ability to produce products and satisfy customer demand. In particular, we have offices and manufacturing facilities in Houston, Texas and Houma and Lafayette, Louisiana as well as in various places throughout the Gulf Coast region of the United States. These offices and facilities are particularly susceptible to severe tropical storms and hurricanes, which may disrupt our operations. If one or more manufacturing facilities we own are damaged by severe weather or any other disaster, accident, catastrophe or event, our operations could be significantly interrupted. Similar interruptions could result from damage to production or other facilities that provide supplies or other raw materials to our plants or other stoppages arising from factors beyond our control. These interruptions might involve significant damage to, among other things, property, and repairs might take from a week or less for a minor incident to many months or more for a major interruption.

In addition, a portion of our business involves the movement of people and certain parts and supplies to or from foreign locations. Any restrictions on travel or shipments to and from foreign locations, due to the occurrence of natural disasters such as earthquakes, floods or hurricanes, or an epidemic or outbreak of diseases, including the H1N1 virus and the avian flu, in these locations, could significantly disrupt our operations and decrease our ability to provide services to our customers. In addition, our local workforce could be affected by such an occurrence or outbreak which could also significantly disrupt our operations and decrease our ability to provide services to our customers.

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Our business could be negatively affected by cybersecurity threats and other disruptions.

We rely heavily on information systems to conduct and protect our business. These information systems are increasingly subject to sophisticated cybersecurity threats such as unauthorized access to data and systems, loss or destruction of data (including confidential customer information), computer viruses, or other malicious code, phishing and cyberattacks, and other similar events. These threats arise from numerous sources, not all of which are within our control, including fraud or malice on the part of third parties, accidental technological failure, electrical or telecommunication outages, failures of computer servers or other damage to our property or assets, or outbreaks of hostilities or terrorist acts.

Given the rapidly evolving nature of cyber threats, there can be no assurance that the systems we have designed and implemented to prevent or limit the effects of cyber incidents or attacks will be sufficient in preventing all such incidents or attacks, or avoiding a material impact to our systems when such incidents or attacks do occur. If we were to be subject to a cyber incident or attack, it could result in the disclosure of confidential or proprietary customer information, theft or loss of intellectual property, damage to our reputation with our customers and the market, failure to meet customer requirements or customer dissatisfaction, theft or exposure to litigation, damage to equipment (which could cause environmental or safety issues) and other financial costs and losses. In addition, as cybersecurity threats continue to evolve, we may be required to devote additional resources to continue to enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities.

Our exposure to currency exchange rate fluctuations may result in fluctuations in our cash flows and could have an adverse effect on our financial condition and results of operations.

From time to time, fluctuations in currency exchange rates could be material to us depending upon, among other things, the principal regions in which we provide tubular or well construction services. For the year ended December 31, 2017, on a U.S. dollar-equivalent basis, approximately 25% of our revenue was represented by currencies other than the U.S. dollar. In particular, we are sensitive to fluctuations in currency exchange rates between the U.S. dollar and each of the Euro, Norwegian Krone, British Pound, Canadian Dollar and Brazilian Real. There may be instances in which costs and revenue will not be matched with respect to currency denomination. As a result, to the extent that we continue our expansion on a global basis, as expected, we expect that increasing portions of revenue, costs, assets and liabilities will be subject to fluctuations in foreign currency valuations. We may experience economic loss and a negative impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations. Further, the markets in which we operate could restrict the removal or conversion of the local or foreign currency, resulting in our inability to hedge against these risks.

Seasonal and weather conditions could adversely affect demand for our services and operations.

Weather can have a significant impact on demand as consumption of energy is seasonal, and any variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand. Adverse weather conditions, such as hurricanes and ocean currents in the U.S. Gulf of Mexico or typhoons in the Asia Pacific region, may interrupt or curtail our operations, or our customers’ operations, cause supply disruptions and result in a loss of revenue and damage to our equipment and facilities, which may or may not be insured. Extreme winter conditions in Canada, Russia or the North Sea may interrupt or curtail our operations, or our customers’ operations, in those areas and result in a loss of revenue.

Legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our services.

Hydraulic fracturing is an important and common practice in the oil and gas industry. The process involves the injection of water, sand and chemicals under pressure into a formation to fracture the surrounding rock and stimulate production of hydrocarbons. While we may provide supporting products through Blackhawk, we do not perform hydraulic fracturing, but many of our customers utilize this technique. Certain environmental advocacy groups and regulatory agencies have suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and have made claims that hydraulic fracturing techniques are harmful

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to surface water and drinking water resources and may cause earthquakes. Various governmental entities (within and outside the United States) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. For example, in December 2016, the EPA released its final report on the potential impacts of hydraulic fracturing on drinking water resources, which concluded that "water cycle" activities associated with hydraulic fracturing may impact drinking water sources "under some circumstances," noting that the following hydraulic fracturing water cycle activities and local- or regional-scale factors are more likely than others to result in more frequent or more severe impacts: water withdrawals for fracturing in times or areas of low water availability; surface spills during the management of fracturing fluids, chemicals or produced water; injection of fracturing fluids into wells with inadequate mechanical integrity; injection of fracturing fluids directly into groundwater resources; discharge of inadequately treated fracturing wastewater to surface waters; and disposal or storage of fracturing wastewater in unlined pits. The EPA has also taken steps to regulate certain aspects of hydraulic fracturing. In addition, the BLM finalized rules in March 2015 that impose new or more stringent standards for performing hydraulic fracturing on federal and American Indian lands but this rule was repealed in December 2017. The adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.

Customer credit risks could result in losses.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Those countries that rely heavily upon income from hydrocarbon exports would be hit particularly hard by a drop in oil prices. Further, laws in some jurisdictions in which we operate are increasingly adopting or revising privacy, data protection and information security laws that could makecreate compliance uncertainty and could increase our costs or require us to change our business practices in a manner adverse to our business. Compliance with current or future privacy, data protection and information security laws could significantly impact our current and planned privacy, data protection and information security related practices, our collection, difficultuse, sharing, retention and safeguarding of employee information and information regarding others with whom we do business. Our failure to comply with privacy, data protection and information security laws could result in fines, sanctions or time consuming. We perform ongoing credit evaluations of our customersother penalties, which could materially and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.

Furthermore, some of our customers may be highly leveraged and subject to their own operating and regulatory risks, which increases the risk that they may default on their obligations to us. To the extent one or more of our key customers is in financial distress or commences bankruptcy proceedings, contracts with these customers may be subject to renegotiation or rejection under applicable provisions of the United States Bankruptcy Code and similar international laws. Any material nonpayment or nonperformance by our key customers could adversely affect our business, financial condition and results of operations.

If our long-lived assets, goodwill, other intangible assets and other assets are impaired, we may be required to record significant non-cash charges to our earnings.

We recognize impairments of goodwill when the fair value of any of our reporting units becomes less than its carrying value. Our estimates of fair value are based on assumptions about future cash flows of each reporting unit, discount rates applied to these cash flows and current market estimates of value. Based on the uncertainty of future revenue growth rates, gross profit performance, and other assumptions used to estimate our reporting units’ fair value, future reductions in our expected cash flows could cause a material non-cash impairment charge of goodwill, which could have a material adverse effect on our results of operations and financial condition.

We alsooverall business, as well as have certain long-lived assets, other intangible assets and other assets which could be at risk of impairment or may require reserves based upon anticipated future benefits to be derived from such assets. Any changean impact on our reputation. For example, the EU’s General Data Protection Regulations 2016/679 (the “GDPR”), as supplemented by any national laws (such as in the valuation of such assets could have a materialU.K., the Data Protection Act 2018) and further implemented through binding guidance from the European Data Protection Board, came into effect on our profitability.

We may be unable to identify or complete acquisitions or strategic alliances.

We expect that acquisitions and strategic alliances will be an important element of our business strategy going forward. We can give no assurance that we will be able to identify and acquire additional businesses or negotiate with suitable venture partners inMay 25, 2018. The GDPR expanded the future on terms favorable to us or that we will be able to integrate successfully the assets and operations of acquired businesses with our own business. Any inability on our part to integrate and manage the

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growth of acquired businesses may have a material adverse effect on our business, financial condition and results of operations.

Our executive officers and certain key personnel are critical to our business, and these officers and key personnel may not remain with us in the future.

Our future success depends in substantial part on our ability to hire and retain our executive officers and other key personnel who possess extensive expertise, talent and leadership and are critical to our success. The diminution or lossscope of the servicesEU data protection law to all foreign companies processing personal data of theseEuropean Economic Area individuals or other integral key personnel affiliated with entities that we acquire inand imposed a stricter data protection compliance regime, including the future, could have a material adverse effect on our business. Furthermore, we may not be able to enforce allintroduction of the provisions in any agreement we have entered into with certain of our executive officers, and such agreements may not otherwise be effective in retaining such individuals. In addition, we may not be able to retain key employees of entities that we acquire in the future. This may impact our ability to successfully integrate or operate the assets we acquire.

Control of oil and gas reserves by state-owned oil companies may impact the demandadministrative fines for our services and create additional risks in our operations.

Much of the world’s oil and gas reserves are controlled by state-owned oil companies, and we provide tubular and othernon-compliance, as well construction services for a number of those companies. State-owned oil companies may require their contractors to meet local content requirements or other local standards, such as joint ventures, that could be difficult or undesirable for us to meet. The failure to meet the local content requirements and other local standards may adversely impact our operations in those countries. In addition, our ability to work with state-owned oil companies is subject to our ability to negotiate and agree upon acceptable contract terms.

Risks Related to Our Corporate Structure

We are a holding company and our sole material assets are our direct and indirect equity interests in our operating subsidiaries, and we are accordingly dependent upon distributions from such subsidiaries to pay taxes, make payments under the tax receivable agreement ("TRA"), and pay dividends.

We are a holding company and have no material assets other than our direct and indirect equity interests in our operating subsidiaries. We have no independent means of generating revenue. We intend to cause our subsidiaries to make distributions in an amount sufficient to cover (i) all applicable taxes at assumed tax rates, (ii) payments under the TRA we entered into with Mosing Holdings in connection with the IPO and (iii) dividends, if any, declared by us. To the extent that we need funds and our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of their financing or other contractual arrangements, or is otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

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The Mosing family holds a majority of the total voting power of the Company's common stock (the "FINV Stock") and, accordingly, has substantial control over our management and affairs.

The Mosing family (through Mosing Holdings and the various holding entities of the Mosing family members) currently controls approximately 68% of the total voting power entitled to vote at annual or special meetings. The Mosing family members have entered into a voting agreement with respect to the shares they own. Accordingly, the Mosing family has the ability (but not the requirement) to dictate on an annual basis who will comprise our Board of Supervisory Directors nominated to the shareholders, thus being able to control our management and affairs. Moreover, pursuant to our amended and restated articles of association, our board of directors will consist of no more than nine individuals. The Mosing family has the right to recommend one directorcompensation for nomination to the supervisory board for each 10% of the outstanding FINV Stock they collectively beneficially own, up to a maximum of five directors. The remaining directors are nominatedfinancial or non-financial damages claimed by our supervisory board.any individuals under Article 82 GDPR. Our supervisory board consists of eight members, three of whom are members of the Mosing family. As a result, members of the Mosing family have meaningful influence over us and potential conflicts may arise. In addition, the Mosing family will be able to determine the outcome of all matters requiring shareholder approval, including mergers, amendments of our articles of association and other material transactions, and will be able to cause or prevent a change in the composition of our supervisory board or a change in control of our company that could deprive our shareholders of an opportunity to receive a premium for their common stock as part of a sale of our company. The existence of significant shareholdersbusiness may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company. So long as the Mosing family continues to own a significant amount of the FINV Stock, even if such amount represents less than 50% of the aggregate voting power, it will continue to be able to strongly influence all matters requiring shareholder approval, regardless of whether or not other shareholders believe that the transaction is in their own best interests.

The Mosing family may have interests that conflict with holders of shares of our common stock.

The Mosing family may have conflicting interests with other holders of shares of our common stock. For example, the Mosing family may have different tax positions from us or other holders of shares of our common stock which could influence their decisions regarding whether and when to cause us to dispose of assets, whether and when to cause us to incur new or refinance existing indebtedness, especially in light of the existence of the TRA that we entered into in connection with the IPO. In addition, the structuring of future transactions may take into consideration the Mosing family’s tax or other considerations even where no similar benefit would accrue to us.

We are required under the TRA to pay Mosing Holdings or its permitted transferees for certain tax benefits we may claim, and the amounts we may pay could be significant.

We entered into the TRA with FICV and Mosing Holdings in connection with the IPO. This agreement generally provides for the payment by us of 85% of actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax in periods after the IPOface reputational damages as a result of (i) the tax basis increases resulting from the transfer of FICV interests to us in connection with the conversion of shares of Preferred Stock into shares of our common stock and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for interest earned from the due date (without extensions)any personal data breach or violation of the corresponding tax return to the date of payment specified by the TRA.

The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA continues until all such tax benefits have been utilized or expired, unless we exercise our sole right to terminate the TRA early.

Estimating the timing of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The timing of any payments under the TRA will vary depending upon a number of factors, including the amount and timing of the taxable income we realize in the future and the tax rate then applicable, our use of loss carryovers and the portion of our payments under the TRA constituting imputed interest or depreciable or amortizable basis. We expect that the payments that we will be required to make under the TRA will be substantial. There may be a substantial negative impact on our liquidity if, as a result of timing

GDPR.

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discrepancies or otherwise, (i) the payments under the TRA exceed the actual benefits we realize in respect

Table of the tax attributes subject to the TRA or (ii) distributions to us by FICV are not sufficient to permit us to make payments under the TRA subsequent to the payment of our taxes and other obligations. The payments under the TRA are not conditioned upon a holder of rights under a TRA having a continued ownership interest in either FICV or us. While we may defer payments under the TRA to the extent we do not have sufficient cash to make such payments, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or changes of control, any such unpaid obligation will accrue interest. Additionally, during any such deferral period, we are prohibited from paying dividends on our common stock.Contents

In certain cases, payments under the TRA to Mosing Holdings or its permitted transferees may be accelerated or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the TRA.

The TRA provides that we may terminate it early. If we elect to exercise our sole right to terminate the TRA early, we are required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that we have sufficient taxable income to fully utilize such benefits and that any interests in FICV that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA are similarly accelerated following certain mergers or other changes of control. In these situations, our obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on December 31, 2017, the estimated termination payment would be approximately $60.7 million (calculated using a discount rate of 5.58%). The foregoing number is merely an estimate and the actual payment could differ materially. There can be no assurance that we will be able to finance our obligations under the TRA. If we were unable to finance our obligations due under the TRA, we would be in breach of the agreement. Any such breach could adversely affect our business, financial condition or results of operations.

Payments under the TRA will be based on the tax reporting positions that we will determine. Although we are not aware of any issue that would cause the Internal Revenue Service (the “IRS”) to challenge a tax basis increase or other benefits arising under the TRA, the holders of rights under the TRA will not reimburse us for any payments previously made under the TRA if such basis increases or other benefits are subsequently disallowed, except that excess payments made to any such holder will be netted against payments otherwise to be made, if any, to such holder after our determination of such excess. As a result, in such circumstances, we could make payments that are greater than our actual cash tax savings, if any, and may not be able to recoup those payments, which could adversely affect our liquidity.

Risks Related to Our Common Stock

Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity may dilute your ownership in us.

In August 2016, we received a notice from Mosing Holdings exercising its Exchange Right for an equivalent number of each of the following securities for common shares: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to Mosing Holdings on August 26, 2016. As a result, there are no remaining issued Preferred Shares. Mosing Holdings also transferred its limited partnership interest in FICV to FINV as Mosing Holdings has withdrawn as limited partner of FICV and FINV has been admitted in Mosing Holdings' place.

As of February 19, 2018, we had 223,390,309 outstanding shares of our common stock. We may sell additional shares of common stock in subsequent public offerings. Members of the Mosing family own, both directly and indirectly (through Mosing Holdings), approximately 68% of our total outstanding FINV Stock. All of these shares may be sold into the market in the future.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts

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of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

We are a “controlled company” within the meaning of the NYSE rules and qualify for and have the ability to rely on exemptions from certain NYSE corporate governance requirements.

Because the Mosing family beneficially owns a majority of our outstanding common stock, we are a “controlled company” as that term is set forth in Section 303A of the NYSE Listed Company Manual. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with certain NYSE corporate governance requirements, including:

the requirement that a majority of its supervisory board consist of independent directors;

the requirement that its nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

These requirements will not apply to us as long as we remain a “controlled company.” So long as members of the Mosing family control the outstanding common stock representing at least a majority of the outstanding voting power in FINV, we may utilize these exemptions. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE. Please note that our supervisory board is currently comprised of 50% independent directors, as well as a compensation committee and nominating and governance committee comprised entirely of independent directors. However, the significant ownership interest held by the Mosing family could adversely affect investors’ perceptions of our corporate governance.

Our declaration of dividends is within the discretion of our management board, with the approval of our supervisory board,Board and subject to certain limitations under Dutch law and our financing agreements, and there can be no assurance that we will pay dividends.

Our dividend policy is within the discretion of our management board, with the approval of our supervisory board,Board, and the amount of future dividends, if any, will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities. We can provide no assurance that we will pay dividends on our common stock. No dividends on our common stock will accrue in arrears. In addition, Dutch law contains certain restrictions on a company’s ability to pay cash dividends, and we can provide no assurance that those restrictions, or any dividend restrictions in our financing agreements, will not prevent us from paying a dividend in future periods.

As a Dutch company with limited liability, the rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. agencies.

jurisdictions.

We are a Dutch company with limited liability (Naamloze Vennootschap). Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The rights of shareholders and the responsibilities of members of our management board and supervisory boardBoard may be different from those in companies governed by the laws of U.S. jurisdictions.

For example, resolutions of the general meeting of shareholders may be taken with majorities different from the majorities required for adoption of equivalent resolutions in, for example, Delaware corporations. Although shareholders will have the right to approve legal mergers or demergers, Dutch law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a legal merger or demerger of a company.

In addition, if a third party is liable to a Dutch company, under Dutch law shareholders generally do not have the right to bring an action on behalf of the company or to bring an action on their own behalf to recover damages sustained as a result of a decrease in value, or loss of an increase in value, of their ordinary shares. Only in the event that the

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cause of liability of such third party to the company also constitutes a tortious act directly against such shareholder and the damages sustained are permanent, may that shareholder have an individual right of action against such third party on its own behalf to recover damages. The Dutch Civil Code provides for the possibility to initiate such actions collectively. A foundation or an association whose objective, as stated in its articles of association, is to protect the rights of persons having similar interests may institute a collective action. The collective action cannot result in an order for payment of monetary damages but may result in a declaratory judgment (verklaring voor recht), for example declaring that a party has acted wrongfully or has breached a fiduciary duty. The foundation or association and the defendant are permitted to reach (often on the basis of such declaratory judgment) a settlement which provides for monetary compensation for damages. A designated Dutch court may declare the settlement agreement binding upon all the injured parties, whereby an individual injured party will have the choice to opt-out within the term set by the court (at least three months). Such individual injured party, may also individually institute a civil claim for damages within the before mentioned term.

Furthermore, certain provisions of Dutch corporate law have the effect of concentrating control over certain corporate decisions and transactions in the hands of our management board and supervisory board.Board. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of our management board and supervisory boardBoard than if we were incorporated in the United States.

In the performance of its duties, our management board and supervisory boardBoard will be required by Dutch law to act in the interest of the companyCompany and its affiliated business, and to consider the interests of our company, our shareholders, our employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, interests of our shareholders.

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Table of Contents

Our articles of association and Dutch corporate law contain provisions that may discourage a takeover attempt.

Provisions contained in our amended and restated articles of association and the laws of the Netherlands could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Provisions of our articles of association impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. Among other things, these provisions:

authorize our management board, with the approval of our supervisory board, for a period of five years (which ends on May 19, 2022, unless extended) to issue common stock, including for defensive purposes, without shareholder approval; and

do not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.

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authorize our Board, for a period of five years (which ends on May 19, 2022, unless extended) to issue common stock, including for defensive purposes, without shareholder approval; and

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do not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.

These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our management.

It may be difficult for you to obtain or enforce judgments against us or some of our executive officers and directors in the United States or the Netherlands.

We were formed under the laws of the Netherlands and, as such, the rights of holders of our ordinary shares and the civil liability of our directors will be governed by the laws of the Netherlands and our amended and restated articles of association.

In the absence of an applicable convention between the United States and the Netherlands providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards and divorce decrees) in civil and commercial matters, a judgment rendered by a court in the United States will not automatically be recognized by the courts of the Netherlands. In principle, the courts of the Netherlands will be free to decide, at their own discretion, if and to what extent a judgment rendered by a court in the United States should be recognized in the Netherlands.

Without prejudice to the above, in order to obtain enforcement of a judgment rendered by a United States court in the Netherlands, a claim against the relevant party on the basis of such judgment should be brought before the competent

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court of the Netherlands. During the proceedings such court will assess, when requested, whether a foreign judgment meets the above conditions. In the affirmative, the court may order that substantive examination of the matter shall be dispensed with. In such case, the court will confine itself to an order reiterating the foreign judgment against the party against whom it had been obtained. Otherwise, a new substantive examination will take place.

In all of the above situations, we note the following rules as applied by Dutch courts:

where all other elements relevant to the situation at the time of the choice are located in a country other than the country whose law has been chosen, the choice of the parties shall not prejudice the application of provisions of the law of that other country which cannot be derogated from by agreement;

the overriding mandatory provisions of the law of the courts remain applicable (irrespective of the law chosen);

effect may be given to overriding mandatory provisions of the law of the country where the obligations arising out of the relevant transaction documents have to be or have been performed, insofar as those overriding mandatory provisions render the performance of the contract unlawful; and

the application of the law of any jurisdiction may be refused if such application is manifestly incompatible with the public policy (openbare orde) of the courts.

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where all other elements relevant to the situation at the time of the choice are located in a country other than the country whose law has been chosen, the choice of the parties shall not prejudice the application of provisions of the law of that other country which cannot be derogated from by agreement;

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the overriding mandatory provisions of the law of the courts remain applicable (irrespective of the law chosen);

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effect may be given to overriding mandatory provisions of the law of the country where the obligations arising out of the relevant transaction documents have to be or have been performed, insofar as those overriding mandatory provisions render the performance of the contract unlawful; and

•

the application of the law of any jurisdiction may be refused if such application is manifestly incompatible with the public policy (openbare orde) of the courts.

Under our amended and restated articles of association, we will indemnify and hold our officers and directors harmless against all claims and suits brought against them, subject to limited exceptions. Under our amended and restated articles of association, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder will be governed exclusively by the laws of the Netherlands and subject to the jurisdiction of Dutch courts, unless those rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, this provision could make judgments obtained outside of the Netherlands more difficult to have recognized and enforced against our assets in the Netherlands or jurisdictions that would apply Dutch law. Insofar as a release is deemed to represent a condition, stipulation or provision binding any person acquiring our ordinary shares to waive compliance with any provision of the Securities Act or of the rules and regulations of the SEC, such release will be void.

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Risks Related to Tax Risks

Matters

Changes in tax laws, treaties or regulations or adverse outcomes resulting from examination of our tax returns could adversely affect our financial results.

Our future effective tax rates could be adversely affected by changes in tax laws, treaties and regulations, both in the United States and internationally. Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we are subject to changing tax laws, treaties and regulations in and between countries in which we operate or are resident. Our income tax expense is based upon the interpretation of the tax laws in effect in various countries at the time that the expense was incurred. A change in these tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our worldwide earnings. If any country successfully challenges our income tax filings based on our structure, or if we otherwise lose a material tax dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected.

We are a Netherlands limited liability company classified as a corporation for U.S. federal income tax purposes, and our U.S. holders may be subject to certain anti-deferral rules under U.S. tax law. For instance, U.S. tax authorities could treat us as a “passive“passive foreign investment company” (“PFIC”), which could have adverse U.S. federal income tax consequences to U.S. holders.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC for U.S. federal income tax purposes if either either:

(1) at least 75% of its gross income for any taxable year (including the pro-rata share of the gross income of any company, U.S. or foreign, in which it is considered to own, directly or indirectly, 25% or more of the shares by value) consists of certain types of “passive income” or

(2) at least 50% of the average value of the corporation’s assets for any taxable year (averaged over the year and ordinarily determined based on fair market value and including the pro-rata share of the assets of any company in which it is considered to own, directly or indirectly, 25% or more of the shares by value) produce or are held for the production of those types of “passive income.”

For purposes of these tests, “passive income” includes dividends, interest, and gains from the sale or exchange of investment property, and rents and royalties other than certain rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, but does not include income derived from the performance of services.

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Once a foreign corporation is treated as a PFIC for any taxable year in which a U.S. holder owns stock in the corporation, it will generally continue to be treated as a PFIC for all subsequent taxable years with respect to such U.S. holder. U.S. shareholders of a PFIC are subject to a

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disadvantageous U.S. federal income tax regime with respectregime. If we were treated as a PFIC, then a U.S. holder that does not make a “mark-to-market” election or an election to treat us as a “qualified electing fund” will be subject to unfavorable treatment on certain “excess distributions” and any gain recognized on a disposition of our shares. Among other consequences, our dividends (to the income derived by the PFIC, the distributionsextent they receive from the PFIC,constitute excess distributions) and the gain, if any, they derivegains from the sale or other disposition of their interests inour shares would be taxed at the PFIC.

We believe thatregular rates applicable to ordinary income, rather than the lower rate applicable to certain dividends received by an individual from a qualified foreign corporation.

Based on the current and anticipated value of our assets and the composition of our income, assets, and operations, we willdo not expect to be a PFIC for the current taxable year or for any future taxable year.in the foreseeable future. However, thisthe application of the PFIC rules involves a facts and circumstances analysis and it is possiblewe cannot assure you that the IRS would not agree with our conclusion or that the U.S. tax laws couldwill not change significantly.

The U.S. “anti-inversion”federal income tax treatment of non-U.S. entities is complicated, and the U.S. federal income tax consequences to each shareholder depends on such shareholder’s particular circumstances. For example, if a U.S. holder owns (or is deemed to own) more than 10% of our shares (by vote or value), such holder may be subject to additional anti-deferral rules not discussed herein, such as those under the “subpart F” and “global intangible low-taxed income” regimes. Accordingly, each of our shareholders is urged to consult its own tax advisors regarding the application of the PFIC rules and other aspects of U.S. tax law that may apply to such shareholder.

U.S. “anti-inversion” tax laws could negativelyadversely affect our results, and could result in a reduced amount of foreign tax credit for U.S. holders.

holders, or limit future acquisitions of U.S. businesses.

Under rules contained in U.S. “anti-inversion” tax law, we would be subject to tax aslaws, if, following the acquisition of a U.S. corporation in the event that we acquire(or substantially all of the assets of a U.S. corporation) by a foreign corporation, and the equity owners of that U.S. corporation own at least 80% (calculated(by vote or value, calculated without regard for any stock issued in aany public offering) of our stock by reason of holding stock in such U.S. corporation, then the acquiring foreign corporation could be treated as a U.S. corporation.

We acquired the assets of Mosing Holdings (a Delaware limited liability company); however, the ownership of Mosing Holdings in our stock, taking into account common stock that Mosing Holdingscorporation for U.S. federal tax purposes even though it is deemed to own under the “stock equivalent” rules, is below the 80% standard for the applicationa corporation created and organized outside of the rules. Accordingly, we do not believe these rules should apply.

There can be no assurance that the IRS will not challenge our determination that these rules are inapplicable.United States. In thesuch event that these rules were applicable, we would be subject to U.S. federal income tax on our worldwide income, which would negatively impactreduce our cash available for distribution and the value of our common stock. Application of the rules could also adversely affectstock, and the ability of a U.S. holder to obtain a U.S. foreign tax credit with respect to any Dutch withholding tax imposed on a distribution.distribution from us could be adversely affected.

In addition, following the acquisition of a U.S. corporation (or substantially all of the assets of a U.S. corporation) by a foreign corporation, the U.S. “anti-inversion” rules can limit the ability of an acquired U.S. corporation and its U.S. affiliates to utilize U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions if the shareholders of the acquired U.S. corporation hold at least 60% (by vote or value) but less than 80% of the shares of the foreign acquiring corporation by reason of holding shares in the U.S. corporation, and certain other conditions are met.

We do not believe these rules apply to our prior acquisitions of U.S. businesses; however, there can be no assurance that the IRS will not challenge this determination. These rules may apply with respect to any potential future acquisitions of U.S. businesses by us using our stock as consideration. As a result, these rules may impose adverse consequences or apply limitations on our ability to engage in future acquisitions.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

In order to design, manufacture and service the proprietary productsequipment that support our tubular and other well construction services,operations, as well as thosethe products that we offer for sale directly to external customers, we maintain several manufacturing and service facilities around the world. Though our manufacturing and service capabilities are primarily concentrated in the U.S., weWe currently provide our services and products in over 100 locations in approximately 5060 countries.

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The following table details our material facilities by segment, owned or leased by us as of December 31, 2017.

2021.

		Leased or
Location		Leased or Owned		Principal/Most Significant Use
All Segments
Houston, Texas		Leased		Corporate office
Den Helder, the Netherlands Reading, United Kingdom		Owned Leased		Corporate office
Aberdeen, Scotland		Owned/Leased		Regional operations, manufacturing, engineering and administration
Lafayette, Louisiana		Owned		Regional operations, manufacturing, engineering and administration
U.S. Services and Tubular Sales Segments NLA
Lafayette, Louisiana Georgetown, Guyana		Owned/ Leased		Regional operations
Macaé, Brazil		Owned		Regional operations manufacturing, engineering and administration
Neuquen, Argentina		Leased		Regional operations
New Iberia, Louisiana		Leased		Regional operations
Villahermosa, Mexico		Leased		Regional operations
International Services Segment ESSA
Aberdeen, Scotland Den Helder, the Netherlands		OwnedOwned/Leased		Regional operations, engineering and administration
Dubai, United Arab Emirates		Owned		Regional operations and administration
Stavanger, Norway		Owned Leased		Local operations and administration
Singapore		Owned		Regional operations and administration
India		Owned		Administration
Blackhawk Segment MENA
Houma, Louisiana Al Khobar, Saudi Arabia		Leased		Regional operations
Dubai, United Arab Emirates		Owned/Leased		Regional operations manufacturing and administration
Hassi Messaoud, Algeria		Leased		Regional operations
APAC
Kuala Lumpur, Malaysia		Leased		Regional operations and administration
Labuan, Malaysia		Leased		Regional operations
Perth, Australia		Leased		Regional operations

Our largest manufacturing facility isfacilities are located in Aberdeen, Scotland and Lafayette, Louisiana, where we design and manufacture a substantial portion of our tubular handling tools. The facility serves our U.S. Services segment in the U.S. Gulf of Mexico and our Tubular Sales segment. The Lafayette facility is our global headquarters for the design and manufacture of our equipment and is situated on a total of 175 acres. The main facility occupies 148 acres and consists of manufacturing, operations, pipe storage, training and administration. The remaining 27 acres located off of the main campus consists of manufacturing, warehousing and administration. There is a total of 16 buildings onsite and 17 buildings offsite. Our manufacturing operations occupy 16 of the 33 buildings, with the remaining buildings dedicated to administration, training and other operational tasks. The main administrative building within the facility is approximately 172,636 square feet.service equipment. We believe the facilities that we currently occupy are suitable for their intended use.

Item 3. Legal Proceedings

We are the subject of lawsuits and claims arising

Information related to Item 3. Legal Proceedings is included in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2017. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. See Note 18 - “Commitments and Contingencies in the Notes to Consolidated Financial Statements, which are incorporated herein by reference to Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the FCPA, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal reviewcontingencies” to the SEC, the United States Department of Justice and other governmental entities. It is our intent to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filedconsolidated financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We have disclosed this information to various governmental entities (including those involved in our ongoing investigation), but at this time are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations.

statements.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for the Registrant’sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is traded on the NYSE under the symbol "FI"“XPRO”. The following table sets forth, forOn September 30, 2021, Frank’s supervisory board of directors unanimously approved a 1-for-6 reverse stock split of the periods indicated,Company Common Stock, which was effected on October 1, 2021. All of the high and low saleoutstanding Company Common Stock share numbers, nominal value, share prices and per share amounts in this Form 10-K have been retroactively adjusted to reflect a 1-for-6 reverse stock split for all periods presented. Prior to the dividend payments forMerger, our common stock.

		High				Low				Dividends Per Share
Year Ended December 31, 2017
First Quarter		$	13.00			$	9.20			$	0.075
Second Quarter		10.66				7.02				0.075
Third Quarter		9.15				6.04				0.075
Fourth Quarter		7.80				5.79				—
Year Ended December 31, 2016
First Quarter		$	17.07			$	12.34			$	0.150
Second Quarter		17.73				14.05				0.150
Third Quarter		15.44				10.91				0.075
Fourth Quarter		14.86				10.47				0.075

stock traded on the NYSE under the symbol “FI”.

On February 19, 2018,28, 2022, we had 223,390,309109,377,501 shares of common stock outstanding. The common shares outstanding at February 19, 201828, 2022, were held by approximately 3021 record holders. The actual number of shareholders is greater than the number of holders of record.

See Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for discussion of equity compensation plans.

Dividend Policy

The declaration and payment of future dividends will be at the discretion of theour Board of Supervisory Directors and will depend upon, among other things, future earnings, general financial condition, liquidity, capital requirements, restrictions contained in our financing agreements and general business conditions. Accordingly, there can be no assurance that we will pay dividends. On October 27, 2017, the Board of Managing Directors of the Company, with the approval of the Board of Supervisory Directors of the Company, approved a plan to suspend the Company's quarterly dividend in order to preserve capital for various purposes, including to invest in growth opportunities.

Unregistered Sales of EquitySecurities

As part

We did not have any sales of unregistered equity securities during the year ended December 31, 2021, that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Issuer Purchases of Equity Securities

Our Board has authorized a program to repurchase our IPOcommon stock from time to time. Approximately $38.5 million remained authorized for repurchase as of December 31, 2021; subject to the limitation set in August 2013, we issued 52,976,000 shares of Preferred Stock to Mosing Holdings. Under our Amended Articles of Association, upon the written election of Mosing Holdings, each Preferred Share, together with a unit in FICV, our subsidiary, was convertible into a shareshareholder authorization for repurchases of our common stock, on a one-for-one basis.

On August 19, 2016, we received notice from Mosing Holdings exercising its Exchange Right for an equivalent number of eachwhich is currently 10% of the following securities for common shares: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 unitsstock outstanding as of August 3, 2021. From the inception of this program in FICV. We issued 52,976,000 commonFebruary 2020 to date, we repurchased 95,007 shares to Mosing Holdings on August 26, 2016. As a result, there are no remaining issued Preferred Shares and the Mosing family beneficially owns approximately 68% of our common shares.

stock for a total cost of approximately $1.5 million. As of October 1, 2021, share buybacks are restricted under our Revolving Credit Facility, our main financing agreement.

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The issuance

Table of the common shares to Mosing Holdings in connection with the exercise of the Exchange Right was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

Issuer Purchases of Equity Securities

None.

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Performance Graph

The following performance graph compares the performance of our common stock to the Russell 2000 Index, the PHLX Oil Service Sector Index the Russell 1000 Index, Russell 2000 Index(“OSX”) and to a peer group established by management. The peer group consists of the following companies: Baker Hughes Inc.,Company, ChampionX Corporation, Core Laboratories N.V., Diamond Offshore Drilling, Inc., Dril-Quip, Inc., EnscoTechnipFMC plc, Forum Energy Technologies, Inc., Halliburton Company, Helmerich & Payne,Helix Energy Solutions Group Inc., Hornbeck OffshoreNational Energy Services Inc.Reunited Corp., Nabors Industries Ltd., National Oilwell Varco,NexTier Oilfield Solutions Inc., Oceaneering International, Inc., Patterson-UTI Energy,NOV Inc., Rowan Companies plc, and Schlumberger N.V., Tesco Corporation, Transocean Ltd. and Weatherford International Ltd.

During 2017, we moved from inclusion in the Russell 1000 Index to inclusion in the Russell 2000 Index. For comparative purposes, both the Russell 2000 and the Russell 1000 indices are reflected in the following performance graph. Going forward, we plan to use the most comparable of these two indices based on our market capitalization and inclusion.

Limited.

The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the PHLX Oil Service SectorRussell 2000 Index, the Russell 1000 Index, Russell 2000 IndexOSX and our peer group for the period from August 9, 2013, using the closing price for the first day of trading immediately following the effectiveness of our IPODecember 31, 2016 through December 31, 2017.2021. The graph assumes that the value of the investment in our common stock was $100 at August 9, 2013 or JulyDecember 31, 20132016 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2017.2021. The shareholder return set forth herein is not necessarily indicative of future performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Expro Group Holdings N.V., the Russell 2000 Index, the PHLX Oil Service Sector Index,
 and a Peer Group

*$100 invested on 8/9/13 in stock or 7/12/31/13 in index,2016, including reinvestment of dividends. Fiscal year ending December 31.

The performance graph above and related information shall not be deemed "soliciting material"“soliciting material” or to be "filed"“filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate by reference.

Item 6. Reserved

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Item 6. Selected Financial Data

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:

•

our business strategy and prospects for growth;

•

post-Merger integration;

•

our cash flows and liquidity;

•

our financial strategy, budget, projections and operating results;

•

the amount, nature and timing of capital expenditures;

•

the availability and terms of capital;

•

the exploration, development and production activities of our customers;

•

the market for our existing and future products and services;

•

competition and government regulations; and

•

general economic conditions.

These forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “goal,” “plan,” “intend,” “potential,” “predict,” “project,” “may,” “outlook,” or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The selectedforward-looking statements in this Form 10-K speak only as of the date of this report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

•

continuing uncertainty relating to global crude oil demand and crude oil prices that correspondingly may lead to further significant reductions in domestic oil and gas activity, which in turn could result in further significant declines in demand for our products and services;

•

uncertainty regarding the extent and duration of the remaining restrictions in the United States and globally on various commercial and economic activities due to COVID-19, including uncertainty regarding the re-imposition of restrictions due to resurgences in infection rates;

•

uncertainty regarding the timing, pace and extent of an economic recovery in the United States and elsewhere, which in turn will likely affect demand for crude oil and therefore the demand for the products and services we provide and the commercial opportunities available to us;

•

the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations;

•

unique risks associated with our offshore operations;

•

political, economic and regulatory uncertainties in our international operations, including the impact of actions taken by the OPEC and non-OPEC nations with respect to production levels and the effects thereof;

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•

our ability to develop new technologies and products;

•

our ability to protect our intellectual property rights;

•

our ability to attract, train and retain key employees and other qualified personnel;

•

operational safety laws and regulations;

•

international trade laws and sanctions;

•

severe weather conditions and natural disasters, and other operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks);

•

policy or regulatory changes;

•

the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources;

•

perception related to our ESG performance as well as current and future ESG reporting requirements; and

•

uncertainty with respect to integration and realization of expected synergies following completion of the Merger.

The impact of the COVID-19 pandemic and related economic, business and market disruptions continue to evolve, and its future effects are uncertain. The continued impact of COVID-19 on the Company’s business will depend on many factors, many of which are beyond management’s control and knowledge. It is therefore difficult for management to assess or predict with accuracy the broad future effects of this health crisis on the global economy, the energy industry or the Company’s business. As additional information becomes available, events or circumstances change and strategic operational decisions are made by management, further adjustments may be required which could have a material adverse impact on the Company’s consolidated financial information contained below is derived fromposition, results of operations and cash flows.

These and other important factors that could affect our Consolidated Financial Statementsoperating results and should be readperformance are described in conjunction with(i) Part I, Item 1A “Risk Factors” and in Part II, Item 7 "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” of this Form 10-K, and elsewhere within this Form 10-K, (ii) our audited Consolidated Financial Statements that are includedother reports and filings we make with the SEC from time to time and (iii) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-K. Our historical10-K occur, or should underlying assumptions prove incorrect, our actual results, are not necessarily indicative of our results to be expectedperformance, achievements or plans could differ materially from those expressed or implied in any future period.

forward-looking statements. All such forward-looking statements in the Form 10-K are expressly qualified in their entirety by the cautionary statements in this section.

	Year Ended December 31,
	2017				2016				2015				2014				2013
	(in thousands, except per share amounts)
Financial Statement Data:
Revenue	$	454,795			$	487,531			$	974,600			$	1,152,632			$	1,077,722
Income (loss) from continuing operations	(159,457		)		(156,079		)		106,110				229,312				308,195
Total assets	1,261,769				1,588,061				1,726,838				1,758,681				1,561,195
Debt	4,721				276				7,321				304				376
Total equity	1,115,901				1,311,319				1,451,426				1,472,536				1,333,327
Earnings Per Share Information:
Basic income (loss) per common share:
Continuing operations	$	(0.72	)		$	(0.77	)		$	0.51			$	1.03			$	1.69
Discontinued operations	—				—				—				—				0.24
Total	$	(0.72	)		$	(0.77	)		$	0.51			$	1.03			$	1.93
Diluted income (loss) per common share:
Continuing operations	$	(0.72	)		$	(0.77	)		$	0.50			$	1.03			$	1.62
Discontinued operations	—				—				—				—				0.23
Total	$	(0.72	)		$	(0.77	)		$	0.50			$	1.03			$	1.85
Weighted average common shares outstanding:
Basic	222,940				176,584				154,662				153,814				132,257
Diluted	222,940				176,584				209,152				207,828				185,506
Cash dividends per common share	$	0.225			$	0.450			$	0.600			$	0.450			$	0.075
Other Data:
Adjusted EBITDA (1)	$	5,715			$	25,031			$	319,086			$	451,513			$	438,739

(1)

Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. For a definition and a reconciliation of Adjusted EBITDA to our income from continuing operations, its most directly comparable financial measure presented in accordance with GAAP, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - How We Evaluate Our Operations - Adjusted EBITDA and Adjusted EBITDA Margin."

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Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the related notes thereto included in Part II, Item 8, "Financial“Financial Statements and Supplementary Data"Data” included in this Form 10-K.

This section contains forward-looking statements that are based on management'smanagement’s current expectations, estimates and projections about our business and operations, and involve risks and uncertainties. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements because of various factors, including those described in the sections titled "Cautionary“Cautionary Note Regarding Forward-Looking Statements,"” Part I, Item 1A, "Risk Factors"“Risk Factors” and elsewhere in this Form 10-K.

Unless otherwise indicated, references to the terms “Frank’s”refers to Frank’s International N.V., the predecessor reporting entity prior to the Merger, references to “Legacy Expro” refer to Expro Group Holdings International Limited, the entity acquired by the Company, and references to “Expro,” the “Company,”“we,”“our,” and “us” refer to Expro Group Holdings N.V., following the consummation of the Merger and unless the context otherwise required, Frank’s prior to the consummation of the Merger.

Overview of Business

We

Working for clients across the entire well life cycle, we are a globalleading provider of highly engineered tubularenergy services, tubular fabricationoffering cost-effective, innovative solutions and specialtywhat we consider to be 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 intervention solutionsand integrity solutions.

With roots dating to the oil1938, we have approximately 7,200 employees and gas industryprovide services and have been in business for over 75 years. We provide our servicessolutions to leading exploration and production companies in both onshore and offshore and onshore environments with a focus on complex and technically demanding wells.

We conduct our business through four operating segments:

International Services. We currently provide our services in approximately 5060 countries on six continents. with over 100 locations.

Our customers in thesebroad portfolio of products and services are designed to enhance production and improve recovery across the well lifecycle from exploration through abandonment, including:

Well Construction

•

Our well construction products and services support customers’ new wellbore drilling, wellbore completion and recompletion, and wellbore plug and abandonment requirements. In particular, we offer advanced technology solutions in drilling, tubular running services, cementing and tubulars. With a focus on innovation, we are continuing to advance the way wells are constructed by optimizing process efficiency on the rig floor, developing new methods to handle and install tubulars and mitigating well integrity risks.

Well Management

Our well management offerings consist of well flow management, subsea well access and well intervention and integrity services:

•

Well flow management: We gather valuable well and reservoir data, with a particular focus on well-site safety and environmental impact. We provide global, comprehensive well flow management systems for the safe production, measurement and sampling of hydrocarbons from a well during the exploration and appraisal phase of a new field; the flowback and clean-up of a new well prior to production; and in-line testing of a well during its production life. We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells.

•

Subsea well access: With over 35 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to ensure safe well access and optimized production throughout the lifecycle of the well. We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies, a rig-deployed Intervention Riser System and a vessel-deployed, wire through water Riserless Well Intervention System. We also provide systems integration and project management services.

•

Well intervention and integrity: We provide well intervention solutions to capture well data, ensure well bore integrity and improve production. In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in wellbore annuli; and Galea™, an autonomous well intervention solution. We also possess several other distinct technical capabilities, including non-intrusive metering technologies and wireless telemetry systems for reservoir monitoring.

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We operate a global business and have a diverse and stable customer base that is comprised of national oil companies (“NOC”), international markets are primarily largeoil companies (“IOC”), independent exploration and production companies including integrated oil(“Independents”) and gas companies and national oil and gas companies, and other oilfield services companies.

U.S. Services. service partners. We service customers in the offshore areashave strong relationships with a number of the U.S. Gulfworld’s largest NOCs and IOCs, some of Mexico. In addition, wewhich have been our customers for decades. We are dedicated to safely and sustainably delivering maximum value to our customers.

We organize and manage our operations on a presence ingeographical basis. Our reporting structure and the active onshore oilkey financial information used by our management team is organized around our four operating segments: (i) NLA, (ii) ESSA, (iii) MENA and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, Niobrara Shale and Utica Shale.

Tubular Sales. We design, manufacture and distribute large OD pipe, connectors and casing attachments and sell large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.

Blackhawk. We provide well construction and well intervention services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations. Blackhawk’s customer base consists primarily of major and independent oil and gas companies as well as other oilfield services companies.

(iv) APAC.

How We Generate Our Revenue

The majority of our services revenues are

Our revenue is derived primarily from personnel rates for our specially trained employees who perform tubular and otherproviding services in well construction, well flow management, subsea well access and well intervention and integrity services forto operators globally. Our revenue includes equipment service charges, personnel charges, run charges and consumables. Some of our customers; and rates wecontracts allow us to charge for additional deliverables, such as the suitecosts of mobilization of people and equipment and customer specific engineering costs associated with a project. We also procure products and equipment that our employees use to perform these services.

In addition,services on behalf of our customers typically reimburse usthat are provided by third parties for transportation costs thatwhich we incurare reimbursed with a mark-up or in connection with transportingan integrated services contract. We also design, manufacture and sell equipment, which is typically done in connection with a related operations and maintenance arrangement with a particular customer. In addition, we also generate revenue from the sale of certain well construction products.

For the year ended December 31, 2021, approximately 71% of our productsrevenue was generated by activities related to offshore oil and equipmentgas operations and approximately 41% of our revenue was generated by production optimization activities, which are generally funded by customers’ operating expenditures rather than capital expenditures.

Market Conditions and Price of Oil and Gas

As a full-cycle energy services company, our services span the full life of an oil and gas field from appraisal, development, completion and production through eventual abandonment. While 2021 presented challenges due to ongoing COVID-19 constraints, the market showed positive signs of recovery beginning in late 2021 and continuing into the first quarter of 2022. There are a number of market factors that have had, and may continue to have, an effect on our staging areasbusiness, including:

•

The market for oilfield services and our business are substantially dependent on the condition of the oil and gas industry and, in particular, the willingness of oil and gas companies to make expenditures on exploration, drilling and production activities.

•

Oil demand in 2022 is forecast to exceed 2021 as the overall economic backdrop improves through the COVID-19 pandemic recovery with liquid demand expected to grow by 3.6 million barrels per day (“b/d”) in 2022, up from 96.9 million b/d in 2021 (which would surpass 2019 levels), rising by an additional 1.8 million b/d in 2023 to 102.3 million b/d. Due to production curtailments by OPEC+ members, investment restraint from U.S. oil producers, and other supply disruptions during the COVID-19 pandemic, oil demand has outpaced production for over a year. Following reaffirmation from OPEC+ members to increase production again, the Energy Information Administration (“EIA”) forecast that global oil production will outpace demand during both 2022 and 2023, resulting in rising global oil inventories and downward pressures on oil prices. However, the impact of new variants of COVID-19 on economic activity is unknown, and uncertainty remains in the global oil markets.

•

Despite the multi-year underinvestment in new reserves, we expect that operators will continue to exercise fiscal discipline in the near-term and continue to exercise caution around potential new COVID-19 variants impact on activities. As a result, we and other oilfield services companies have limited visibility on customer spending plans for 2022 and the timing of an expected further increase in activity levels.

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•

In addition, increases in activity are not expected to be uniform across regions or type of activity, at least in the early stages of a market recovery, although international and deepwater activity is expected to continue to improve throughout 2022. We expect that the demand for services related to brownfield and production enhancement and in field development will also show increased demand.

•

Although the clean energy transition has continued to gain momentum, it is expected that hydrocarbons will play a vital role in the transition towards more sustainable energy resources. The existing expertise and future innovation within the oilfield services sector, both to reduce the emissions and enhance efficiency within the current industry and the new industries, will be critical. We are already active in the early-stage carbon capture and storage sector and have established operations and technologies within the geothermal and flare reduction and gas recovery segments. We continue to develop technologies to reduce the greenhouse gas impact of our customers’ operations which, along with our digital transformation initiatives, are expected to enable us to continue to support our customers’ efficiency and environmental initiatives. As the industry changes, we plan to continue to evolve our approach to adapt and help our customers address the energy transition.

•

Increased expectations of host countries in regard to local content is another multi-year trend, which gained additional momentum during recent years. Our commitment to developing local capabilities and in-country personnel has reduced our dependence on international staff, which has also allowed us to mitigate some of the operational challenges associated with travel restrictions related to the COVID-19 pandemic. These efforts have enabled us to continue to service our customers in their ongoing operations throughout the pandemic.

A major factor that affects our business activity is the price of oil and, to a lesser extent, the regional price of natural gas, which are both driven by market supply and demand. Changes in oil and gas prices impact our customers' spending on exploration and appraisal, development, production and abandonment activities. The extent of the impact of a change in oil and gas prices on these activities varies extensively between geographic regions, types of customers, types of activities and the financial returns of individual projects. In response to this uncertain industry outlook, we continue to evaluate additional cost saving opportunities in order to reduce service delivery costs, increase productivity and improve profitability; however, our commitment to safety, service quality and innovation remains steadfast.

Outlook

Demand continues to improve with stabilizing Brent oil prices, and activity in 2022 is forecast to be higher than in 2021, with oil demand forecast to return to or exceed pre-pandemic levels before year end.

As discussed above, the EIA estimates that global liquid fuels consumption will grow to 100.5 million b/d in 2022, up from 96.9 million b/d in 2021 (which would surpass 2019 levels), rising to 102.3 million b/d in 2023. Counterbalancing consumption growth, the EIA expect continuing production increases from OPEC (2.5 million b/d) and an acceleration in U.S. crude oil production in 2022 (rising from 11.2 million b/d in 2021 to 11.8 million b/d in 2022 and 12.4 million b/d in 2023, the highest annual average U.S. crude oil production on record) that along with other supply increases, is expected to outpace global oil consumption growth and contribute to declining oil prices in the mid-term. As a result, the EIA forecasts Brent crude oil spot prices to average $75 per barrel in 2022 and $68 per barrel in 2023 compared to an average $71 per barrel in 2021.

In addition to the customers’ job sites.

In contrast, our Tubular Sales revenues are derived from salesstabilized oil market outlook, global natural gas demand is continuing its recovery due to a combination of certain products, including large OD pipe connectorsrising economic activity, lower inventory in storage, recent extreme weather events and large OD pipe manufactured by third parties, directlya predicted long winter in Europe. The EIA expects Henry Hub spot prices will average $3.82/Metric Million British Thermal Unit (“MMBtu”) in the first quarter of 2022 and average $3.79/MMBtu for all of 2022 and $3.63/MMBtu in 2023 as U.S. dry gas production recovers. Rystad forecasts the European and Asian liquefied natural gas spot price to external customers.

Our Blackhawk revenues are derived from well constructionaverage $16.70 and well intervention services and products. The revenues have historically been split evenly between service revenue and product revenue.

Outlook

In 2018, we expect to see increased customer spending globally on oil and$18.60 in 2022, respectively, maintaining the higher rates achieved in 2021 with slight downward pricing pressure in 2023 as liquefied natural gas production ramps up.

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The outlook for 2022 indicates a continuing modest recovery in exploration and production expenditures, albeit at different rates in response toindividual countries depending on a range of factors, including increasing crude production offset by a slower rate of demand growth with slower jet fuel recovery and uncertainty regarding COVID-19 and the improvement in commodity prices in recent months. However, muchimpact of any new variants or a resurgence over the anticipated increase in spending

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will likely continue to be associated with onshore projects that contribute lower revenue and margins to the Company than offshore projects. Activity in the deep and ultra-deep offshore markets is not projected to see significant improvement in 2018 and pricing of newly sanctioned projects is estimated to be approximately in-line with recent trends. In response, we are expanding products and services historically weighted to the U.S. market to international markets, reducing costs through operational efficiency gains and prioritizing projects that improve market share and profitability.

Our offshore businesses, both in the U.S. and internationally, continue to trend toward less predictable, shorter-term projects. winter period.

We expect to see share gains in certain markets, but competitive pricing is likely to persist that could result in low growth in both revenue and margins.

Our onshore operations are expected to see sequential improvement, particularly in the U.S. onshore market, as drilling activity levels remain strong. The increase in demand for our services combinedand solutions to trend positively throughout 2022. The following provides an outlook for 2022 by our reporting segments based on data from Spears and Associates, Inc.

NLA: In North America, activity is projected to increase in 2022 by 23% in drilling and 10% in hydraulic fracturing activity. Operator focus remains on capital discipline, although with further drilled but uncompleted drawdowns becoming limited, new well drilling will need to continue increasing in order to maintain output. In Latin America, drilling activity is now forecast to increase 20% in 2022, driven mainly by increased activity in Guyana, Suriname and Argentina.

ESSA: In Europe, drilling activity is projected to rise in 2022 by 2%, with an average of 82 active rigs and approximately 725 new wells. Onshore and offshore activity are both projected to increase by 2% in 2022. In Sub-Saharan Africa, drilling activity is forecasted to increase by 17% overall, to an average of 109 active rigs in 2022, following the resumption of activity in the fourth quarter of 2021 and the progression of further development programs for a leaner cost structurenumber of large offshore projects.

MENA: In the Middle East and North Africa, drilling activity is expectedprojected to resultrise by 10% in higher revenues2022, to an average of 271 active rigs, as Iraq plans to increase their production capacity and improved profitabilitySaudi Arabia responds to increased demand for this businessits oil. The increased focus on infield development and production optimization and enhancement projects to maintain production rates continues, with future expansion of carbon capture and storage projects, for example in 2018.

The Tubular Sales segmentthe UAE, also adding to a growing future activity outlook.

APAC: In Asia Pacific, drilling activity is primarilyprojected to increase by 12%, to 179 active rigs, including an increase offshore following weaker activity in 2021, especially in India where future deepwater exploration is now forecast to increase driven by specialized needs of our customersthe government’s ambition to reduce dependence on oil imports. Activity is driven by both new projects and the timing of projects, specifically in the Gulf of Mexico. We expect to benefit from increased sales in select international markets that are predicted to supplement our modest activity growth outlook in the offshore Gulf of Mexico.

The Blackhawk product and service lines are expected to see meaningful improvement in 2018. The U.S. onshore products and services will likely improve from higher activity levels and the expansion of productexisting developments through production optimization in Australia, Malaysia, Indonesia and services to markets outside of the U.S. should lead to sequential increases in revenueThailand. Indonesia and Malaysia are also progressing plans for this segment. However, some of these increases could be at risk if activity levels in the U.S. Gulf of Mexico were to materially decrease as it represents a primary market for revenue generation.

Overall, our market outlook is modestly improved. The onshore markets in the U.S. are expected to continue to growcarbon capture and we are expecting higher activity and international share growth from Blackhawk and Tubular Sales segments. However, we could face continued headwinds in the global offshore market in the near-term as customers look for commodity prices to remain at current levels for an extended period of time prior to allocating substantial financial resources to thesestorage projects. We remain in a very strong position financially with a significant cash balance relative to our debt.

How We Evaluate Our Operations

We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including revenue,Revenue, Adjusted EBITDA, Adjusted EBITDA marginCash Flow from Operations and safety performance.

Revenue

Cash Conversion.

Revenue: We analyze our revenue growthperformance by comparing actual monthly revenue by operating segments and areas of capabilities to our internal projections for each monthmonth. Our revenue is primarily derived from well construction, well flow management, subsea well access and well intervention and integrity solutions.

Adjusted EBITDA: We regularly evaluate our financial performance using Adjusted EBITDA. Our management believes Adjusted EBITDA is a useful financial performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and allows more meaningful analysis of the trends and performance of our core operations.

Adjusted Cash Flow from Operations: We regularly evaluate our operating cash flow performance using Adjusted Cash Flow from Operations. Our 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 our core operating activities and allows more meaningful analysis of the trends and performance of our core operations.

Cash Conversion: We regularly evaluate our efficiency of generating cash from operations using Cash Conversion which provides a useful tool to measure Adjusted Cash Flow from Operations as a percentage of Adjusted EBITDA.

Adjusted EBITDA, Adjusted Cash Flow from Operations and Cash Conversion are non-GAAP financial measures. Please refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial performance measure calculated and presented in accordance with GAAP and a reconciliation of Adjusted Cash Flow from Operations to net cash provided by operating activities, the most directly comparable liquidity measure calculated and presented in accordance with GAAP.

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Executive Overview

Year ended December 31, 2021 compared to year ended December 31, 2020

Certain highlights of our financial results and other key developments include:

	•	On October 1, 2021, the Company completed the Merger with Legacy Expro. Refer to Note 3 “Business combinations and dispositions” of our consolidated financial statements for more details.

	•	Revenue for the year ended December 31, 2021 increased by $150.8 million, or 22.3%, to $825.8 million, compared to $675.0 million for the year ended December 31, 2020. Of the total increase of $150.8 million for the year ended December 31, 2021, $112.1 million is related to the Merger, and the balance of the increase was driven by higher activity across NLA, ESSA and APAC, partially offset by a reduction in activity in the MENA segment. Revenue for our segments is discussed separately below under the heading “Operating Segment Results”.
	•	We reported a net loss for the year ended December 31, 2021 of $131.9 million, compared to a net loss of $307.0 million for the year ended December 31, 2020. The overall decrease in net loss was primarily due to a combination of asset impairments totaling $287.5 million recognized during the year ended December 31, 2020, partially offset by the Merger which resulted in higher Merger and Integration expense of $46.0 million, higher stock-based compensation expense of $54.2 million and higher income tax expense of $19.7 million during the year ended December 31, 2021.

•

Adjusted EBITDA for the year ended December 31, 2021 increased by $25.8 million, or 25.7%, to $125.9 million from $100.2 million for the year ended December 31, 2020. Of the total increase of $25.8 million for the year ended December 31, 2021, $17.3 million is due to the Merger and the remaining increase of $8.5 million is attributable to higher activity during the year ended December 31, 2021. Adjusted EBITDA margin improved from 14.8% to 15.3% during the year ended December 31, 2021 compared to the year ended December 31, 2020.

•

Net cash provided by operating activities for the year ended December 31, 2021 was $16.1 million, compared to $70.4 million for the year ended December 31, 2020.

•

Adjusted Cash Flow from Operations and Cash Conversion for the year ended December 31, 2021 was $65.3 million and 51.9%, respectively, compared to $88.6 million and 88.5%, respectively, for the year ended December 31, 2020.

•

In connection with the Merger, we entered into a new revolving credit facility (“New Facility”) 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 Facility has substantially the same conditions as Legacy Expro’s revolving credit facility and matures in October 2024. Please refer to the section titled “Liquidity and Capital Resources” for further discussion on our debt facilities.

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Selected Unaudited Financial Information for the Three Months Ended December 31, 2021

Unaudited segment revenue and Segment EBITDA for the three months ended December 31, 2021, which includes the results of Legacy Expro and Frank’s, was as follows:

		Three Months Ended December 31,
(in thousands)		2021
Revenue:
NLA		$	100,394				34	%
ESSA			94,322				32	%
MENA			49,464				17	%
APAC			51,489				17	%
Total Revenue		$	295,669				100	%
Segment EBITDA:
NLA		$	21,162				31	%
ESSA			19,859				28	%
MENA			16,076				23	%
APAC			12,206				18	%
			69,303				100	%

Unaudited revenue by main area of capability for the three months ended December 31, 2021, which includes the results of Legacy Expro and Frank’s, was as follows:

		Three Months Ended December 31,
(in thousands)		2021
Well construction		$	112,126				38	%
Well management			183,543				62	%
Total Revenue		$	295,669				100	%

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Year ended December 31, 2020 compared to year ended December 31, 2019

Certain highlights of our financial results, which only reflect results of Legacy Expro, and other key developments include:

•

Revenue for the year ended December 31, 2020 decreased by $135.0 million, or 16.7%, to $675.0 million from $810.1 million for the year ended December 31, 2019. The decrease was driven by lower activity across all of our product and service offerings in all of our reporting segments other than the APAC segment due to a combination of factors, including a substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the members of OPEC+ regarding limits on production of oil, resulting in surplus supply and a material reduction in crude prices. Other effects of the COVID-19 pandemic have included, and may continue to include, disruptions to our operations, including suspension or deferral of drilling activities; customer shutdowns of oil and gas exploration and production; downward revisions to customer budgets and reduced customer demand for our services; and workforce reductions in response to activity declines. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.”

•

We reported a net loss for the year ended December 31, 2020 of $307.0 million, compared to a net loss of $64.8 million for the year ended December 31, 2019. The increase in net loss was primarily driven by lower activity across all of our product and service offerings as discussed above and significant asset impairments recognized during the year ended December 31, 2020.

•

Adjusted EBITDA for the year ended December 31, 2020 decreased by $17.1 million, or 14.6%, to $100.2 million from $117.3 million for the year ended December 31, 2019, reflecting a reduction in overall activity in the oilfield services industry during 2020. However, Adjusted EBITDA margin increased from 14.5% to 14.8% during the year ended December 31, 2020 compared to the year ended December 31, 2019. The improvement in Adjusted EBITDA margin is primarily due to various initiatives undertaken during 2020 in response to the COVID-19 pandemic to structurally adjust Expro’s cost base in order to improve longer-term profitability and performance.

•

Net cash provided by operating activities for the year ended December 31, 2020 was $70.4 million, compared to $81.2 million for the year ended December 31, 2019.

•

Adjusted Cash Flow from Operations and Cash Conversion for the year ended December 31, 2020 was $88.6 million and 88.5%, respectively, compared to $86.5 million and 73.7%, respectively, for the year ended December 31, 2019.

•

Severance and other expense for the year ended December 31, 2020 increased by 213.5% to $13.9 million as compared to $4.4 million for the year ended December 31, 2019. The increase was primarily driven by activities undertaken to restructure and resize our business in response to reduced activity levels due to COVID-19 and other economic conditions in the oil and gas industry, primarily consisting of headcount reductions and the cost of exiting certain facilities.

•

We recorded significant asset impairments during the year ended December 31, 2020. We tested our goodwill and other long-lived assets for impairment as of the quarter ended March 31, 2020 due to the macro-economic uncertainty that was experienced beginning in March 2020 from a combination of factors, including COVID-19, which resulted in asset impairments as of March 31, 2020 totaling approximately $191.9 million relating to our goodwill and $83.7 million relating to our property, plant and equipment, intangible assets and operating lease right-of-use assets. Additionally, at year end, we recorded an impairment charge of $11.9 million relating to our property, plant and equipment and operating lease right-of-use assets.

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Non-GAAPFinancial Measures

We include in this Form 10-K the non-GAAP financial measures Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Cash Flow from Operations and Cash Conversion. We provide reconciliations of net loss, the most directly comparable financial performance measure calculated and presented in accordance with GAAP, to Adjusted EBITDA. We also provide a reconciliation of Adjusted Cash Flow from Operations to net cash provided by operating activities, the most directly comparable liquidity measure calculated and presented in accordance with GAAP.

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Cash Flow from Operations and Cash Conversion are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others. These non-GAAP financial measures allow our management and others to assess our performance. We also assess incremental changesfinancial and operating performance as compared to those of other companies in our monthly revenue acrossindustry, without regard to the effects of our operating segments to identify potential areas for improvement.

Adjusted EBITDAcapital structure, asset base, items outside the control of management and Adjusted EBITDA Margin

other charges outside the normal course of business.

We define Adjusted EBITDA as net loss adjusted for (a) income (loss) before interest income, net,tax expense (benefit), (b) depreciation and amortization income tax benefit or expense, asset impairments,(c) impairment expense, (d) severance and other expense, net, (e) stock-based compensation expense, (f) merger and integration expense, (g) gain or loss on disposal of assets, (h) other income, net, (i) interest and finance expense, net and (j) foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and other charges or credits.exchange losses. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of our revenues.

We review define Adjusted Cash Flow from Operations as net cash provided by operating activities adjusted for cash paid during the period for interest, net, severance and other expense and merger and integration expense. We define Cash Conversion as Adjusted Cash Flow from Operations divided by Adjusted EBITDA.

Adjusted EBITDA, and Adjusted EBITDA margin, on both a consolidated basisAdjusted Cash Flow from Operations and on a segment basis. We use Adjusted EBITDA and Adjusted EBITDA margin to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), items outside the control of our management team (such as income tax and foreign currency exchange rates) and other charges outside the normal course of business. Adjusted EBITDA and Adjusted EBITDA marginCash Conversion have limitations as analytical tools and should not be considered in isolation or as an alternativea substitute for analysis of our results as reported under GAAP. As Adjusted EBITDA, Adjusted Cash Flow from Operations and Cash Conversion may be defined differently by other companies in our industry, our presentation of Adjusted EBITDA, Adjusted Cash Flow from Operations and Cash Conversion may not be comparable to net income (loss), operating income (loss), cash flow from operating activities or anysimilarly titled measures of other measure of financial performance presented in accordance with generally accepted accounting principles in the U.S. ("GAAP").

companies, thereby diminishing their utility.

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The following table presents a reconciliation of net loss to Adjusted EBITDA and Adjusted EBITDA margin to net income (loss) for each of the periods presented (in thousands):

	Year Ended December 31,
	2017				2016				2015
Net income (loss)	$	(159,457	)		$	(156,079	)		$	106,110
Interest income, net	(2,309		)		(2,073		)		(341		)
Depreciation and amortization	122,102				114,215				108,962
Income tax expense (benefit)	72,918				(25,643		)		37,319
(Gain) loss on disposal of assets	(2,045		)		1,117				(1,038		)
Foreign currency (gain) loss	(2,075		)		10,819				6,358
Derecognition of TRA liability (1)	(122,515		)		—				—
Charges and credits (2)	99,096				82,675				61,716
Adjusted EBITDA	$	5,715			$	25,031			$	319,086
Adjusted EBITDA margin	1.3		%		5.1		%		32.7		%

		Year ended
		December 31,
		2021				2020				2019
Net loss		$	(131,891	)		$	(307,045	)		$	(64,761	)
Income tax expense (benefit)			16,267				(3,400	)			(1,137	)
Depreciation and amortization expense			123,866				113,693				122,503
Impairment expense (1)			—				287,454				49,036
Severance and other expense			7,826				13,930				4,444
Merger and integration expense			47,593				1,630				—
Gain on disposal of assets			(1,000	)			(10,085	)			—
Other income, net (2)			(3,992	)			(3,908	)			(226	)
Stock-based compensation expense (3)			54,162				—				—
Foreign exchange losses			4,314				2,261				4,176
Interest and finance expense, net			8,795				5,656				3,300
Adjusted EBITDA		$	125,940			$	100,186			$	117,335
Adjusted EBITDA Margin			15.3	%			14.8	%			14.5	%

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(1)	Impairment expense represents impairments recorded on goodwill and other long-lived assets, including property, plant and equipment, intangible assets and operating lease right-of-use assets.

(2)	Other income, net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business.
(3)

(1) Please see Note 13 - Related Party Transactions in the Notes to the Consolidated Financial Statements for further discussion.

(2)

Comprised of Equity-basedNon-cash, stock-based compensation expense (2017: $13,862; 2016: $15,978; 2015: $26,318), Mergersof $54.2 million includes $42.1 million associated with Legacy Expro stock options and acquisition expense (2017: $459; 2016: $13,784; 2015: none), Severance and other charges (2017: $75,354; 2016: $46,406; 2015: $35,484), Changes restricted stock units recognized as a result of the completion of the Merger. Please see Note 20 “Stock-based compensation”in value of contingent consideration (2017: none; 2016: none; 2015: $(1,532)) Unrealized and realized losses (2017: $2,791; 2016: $110; 2015: none), Investigation-related matters (2017: $6,143; 2016: $6,397; 2015: $1,446) and Other adjustments (2017: $487; 2016: none; 2015: none).the Notes to the Consolidated Financial Statements for additional information.

Safety Performance

Safety is our primary core value. Maintaining a strong safety record is a critical component of our operational success. Many of our customers have safety standards we must satisfy before we can perform services. As a result, we continually monitor and improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data. The primary measure for our safety performance is the tracking of the Total Recordable Incident Rate ("TRIR"). TRIR is a measure of the rate of recordable workplace injuries, normalized on the basis of 100 full time employees for an annual period. The factor is derived by multiplying the number of recordable injuries in a calendar year by 200,000 and dividing this value by the total hours actually worked in the year. A recordable injury includes occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, lost time injuries, restriction of work or motion cases, transfer to another job, or medical treatment cases other than first aid.

The table below presents our worldwide TRIR for the years ended December 31, 2017, 2016 and 2015:

	Year Ended December 31,
	2017			2016			2015
TRIR	0.57			0.87			0.76

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Results of Operations

The following table presents our consolidated resultsprovides a reconciliation of net cash provided by operating activities to Adjusted Cash Flow from Operations for each of the periods presented (in thousands):

		Year Ended
		December 31,
		2021				2020				2019
Net cash provided by operating activities		$	16,144			$	70,391			$	81,209
Cash paid during the period for interest, net			4,192				2,630				1,490
Cash paid during the period for severance and other expense			8,052				15,602				3,811
Cash paid during the period for merger and integration expense			36,921				—				—
Adjusted Cash Flow from Operations		$	65,309			$	88,623			$	86,510
Adjusted EBITDA		$	125,940			$	100,186			$	117,335
Cash Conversion			51.9	%			88.5	%			73.7	%

	Year Ended December 31,
	2017				2016				2015
Revenues:
Services	$	364,061			$	397,369			$	766,252
Products	90,734				90,162				208,348
Total revenue	454,795				487,531				974,600
Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Services (1)	223,222				246,652				384,842
Products (1)	87,200				70,616				129,748
General and administrative expenses (1)	163,704				171,887				174,479
Depreciation and amortization	122,102				114,215				108,962
Severance and other charges	75,354				46,406				35,484
Changes in contingent consideration	—				—				(1,532		)
(Gain) loss on disposal of assets	(2,045		)		1,117				(1,038		)
Operating income (loss)	(214,742		)		(163,362		)		143,655
Other income (expense):
Derecognition of the TRA liability (2)	122,515				—				—
Other income	1,763				4,170				5,791
Interest income, net	2,309				2,073				341
Mergers and acquisition expense	(459		)		(13,784		)		—
Foreign currency gain (loss)	2,075				(10,819		)		(6,358		)
Total other income (expense)	128,203				(18,360		)		(226		)
Income (loss) before income tax expense (benefit)	(86,539		)		(181,722		)		143,429
Income tax expense (benefit)	72,918				(25,643		)		37,319
Net income (loss)	(159,457		)		(156,079		)		106,110
Less: Net income (loss) attributable to noncontrolling interest	—				(20,741		)		27,000
Net income (loss) attributable to Frank's International N.V.	$	(159,457	)		$	(135,338	)		$	79,110

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(1)	For the year ended December 31, 2016, $45,336 and $11,579 have been reclassified from general and administrative expenses to services and products, respectively, and $80,369 and $15,830, respectively, for the year ended December 31, 2015. See Note 1 - Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements.

(2)	Please see Note 13 - Related Party Transactions in the Notes to Consolidated Financial Statements for further discussion.

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Consolidated

Results of Operations

Year Endedended December 31, 2017 Compared2021 compared to Year Endedyear ended December 31, 2016

Revenues. Revenues from external customers, excluding intersegment sales,2020

		Year Ended
		December 31,								Change
(in thousands)		2021				2020				$				%
Total revenue		$	825,762			$	675,026			$	150,736				22.3	%
Operating costs and expenses:
Cost of revenue, excluding depreciation and amortization			(701,165	)			(566,876	)			(134,289	)
General and administrative expense, excluding depreciation and amortization			(73,880	)			(23,814	)			(50,066	)
Depreciation and amortization expense			(123,866	)			(113,693	)			(10,173	)
Impairment expense			—				(287,454	)			287,454
Gain on disposal of assets			1,000				10,085				(9,085	)
Merger and integration expense			(47,593	)			(1,630	)			(45,963	)
Severance and other expense			(7,826	)			(13,930	)			6,104
Total operating cost and expenses			(953,330	)			(997,312	)			43,982
Operating loss			(127,568	)			(322,286	)			194,718				(60.4	)%
Other income, net			3,992				3,908				84
Interest and finance expense, net			(8,795	)			(5,656	)			(3,139	)
Loss before taxes and equity in income of joint ventures			(132,371	)			(324,034	)			191,663				(59.1	)%
Equity in income of joint ventures			16,747				13,589				3,158
Loss before income taxes			(115,624	)			(310,445	)			194,821				(62.8	)%
Income tax (expense) benefit			(16,267	)			3,400				(19,667	)
Net loss		$	(131,891	)		$	(307,045	)		$	175,154				(57.0	)%

Revenue

Revenue for the year ended December 31, 2017 decreased2021 increased by $32.7$150.8 million, or 6.7%22.3%, to $454.8$825.8 million, from $487.5compared to $675.0 million for the year ended December 31, 2016. The decrease was primarily attributable to lower revenues in2020. Of the majoritytotal increase of our segments due to declining activity as depressed oil and gas prices resulted in reduced rig count in offshore markets, downward pricing pressures, rig cancellations and delays as well as deferred work scopes in the International and offshore U.S. Services regions. Tubular Sales decreased due to lower international demand and decreased deepwater fabrication revenue. The decreased revenues were partially offset by an increase in revenues from our Blackhawk segment of $61.0 million resulting from our acquisition of Blackhawk in November 2016 and improved U.S. onshore revenues. See Note 3 - Acquisition and Divestitures in the Notes to Consolidated Financial Statements for additional information on our Blackhawk acquisition. Revenues for our segments are discussed separately below under the heading "Operating Segment Results."

Cost of revenues, exclusive of depreciation and amortization. Cost of revenues for the year ended December 31, 2017 decreased by $6.8 million, or 2.2%, to $310.4 million from $317.3$150.8 million for the year ended December 31, 2016. The decrease2021, $112.1 million is related to the Merger, and the balance of the increase was primarily due to lower cost of product sales in our Tubular Sales segment driven by lowerhigher activity volumesacross NLA, ESSA and cost cutting initiatives,APAC, partially offset by $26.6a reduction in activity in the MENA segment. Revenue for our segments is discussed separately below under the heading “Operating Segment Results”.

Revenue for our well flow management and well intervention and integrity offerings increased by $15.6 million (3.8%) and $39.6 million (29.4%), respectively, partially offset by a decrease in additional cost of revenues related to our Blackhawk acquisition, which was acquired in November 2016.

General and administrative expenses. General and administrative ("G&A"subsea well access revenue by $16.7 million (-12.6%) expenses for the year ended December 31, 2017 decreased by $8.2 million, or 4.8%, to $163.7 million from $171.92021. Additionally, the Merger resulted in well construction revenue of $112.1 million for the year ended December 31, 2016, primarily due to the bad debt expense related to Venezuelan receivables in 2016, a reduction in compensation2021.

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Cost of revenue, excluding depreciation and benefit related expenses, and one-time property tax credits earned in 2017, partially offset by higher IT expenses and increased G&A expense related to the Blackhawk acquisition. Expense related to the write-offamortization

Cost of Venezuelan receivables in 2017 is included in severance and other charges.

Depreciation and amortization. Depreciationrevenue, excluding depreciation and amortization, for the year ended December 31, 2017 increased by $7.92021 was $701.2 million (84.9% of revenue), an increase of $134.3 million, or 6.9%23.7%, compared to $122.1$566.9 million from $114.2(84.0% of revenue) for the year ended December 31, 2020. Of the total increase of $134.3 million for the year ended December 31, 2016. The2021, $92.1 million relates to the Merger, and the remaining increase of $42.2 million was primarily attributabledue to our Blackhawk acquisition, partially offset by a lower depreciable basehigher personnel costs for operational and support staff, equipment rentals, facility costs, materials, sub-contractor costs, and research, engineering and development costs, which is in line with the higher activity, and recognition of stock-based compensation expense for Legacy Expro’s Management Incentive Plan of $10.5 million during the year ended December 31, 2021 as a result of asset retirements during the fourth quarterMerger.

General and administrative, excluding depreciation and amortization

General and administrative expenses, excluding depreciation and amortization, is comprised of 2016.

Severancecosts associated with sales and marketing, costs of running the corporate head office and other charges. Severancecentral functions that support the reporting segments. General and other chargesadministrative expenses for the year ended December 31, 20172021 increased $28.9by $50.1 million, or 62.4%210.2%, to $75.4 million, primarily due to impairments of our pipe and connectors inventory of $51.2 million and accounts receivable write offs of $15.0 million related to Venezuela, Nigeria and Angola. During the fourth quarter of 2017, management decided to significantly reduce our footprint in Nigeria and Angola by exiting certain bases and temporarily abandoning our investment in Venezuela. This was partially offset by lower severance and other costs of $13.8 million and lower fixed asset retirements and abandonments of $23.4$73.9 million, as compared to the prior year. See Note 19 - Severance and Other Charges in the Notes to Consolidated Financial Statements for additional information.

Foreign currency gain (loss). Foreign currency gain (loss) for the year ended December 31, 2017 changed by $12.9 million to a gain of $2.1 million from a loss of $(10.8)$23.8 million for the year ended December 31, 2016. The change was primarily due to2020. Of the devaluationtotal increase of the Nigerian Naira during 2016.

Income tax expense (benefit). Income tax expense (benefit) for the year ended December 31, 2017 changed by $98.6 million to an expense of $72.9 million from a benefit of $(25.6)$50.1 million for the year ended December 31, 2016. The effective income tax rate was (84.3)% and 14.1% for2021, $15.4 million relates to the years ended December 31, 2017 and December 31, 2016, respectively. The change from 2016 to 2017 wasprimarily because of recording valuation allowances against our net deferred tax assets,Merger, and the reversalremaining increase was primarily driven by recognition of deferred taxes associated with the derecognitionstock-based compensation expense for Legacy Expro’s Management Incentive Plan of $31.6 million as a result of the TRA. Excluding these one-time items, the effective income tax rateMerger.

Depreciation and income taxamortization expense (benefit) for 2017 would have been 57.4%

Depreciation and $(49.7) million, respectively. The change from 2016 to 2017, excluding one-time items, is primarily due to changes in the jurisdictional mix of earnings.

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We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits) and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.

On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was enacted into law. Among the significant changes made by the Act was the reduction of the federal income tax rate from 35% to 21% as well as the imposition of a one-time repatriation tax on deemed repatriated earnings of certain foreign subsidiaries. US GAAP requires that the impact of the Tax Act be recognized in the period in which the law was enacted. Because of the change in tax rate, the Company recorded a $23.8 million reduction in the value of its deferred tax assets and liabilities. The reduction in value was fully offset by a corresponding change in valuation allowance. The net effect on total taxamortization expense was zero. Due to its legal structure, the Company does not expect to incur any material liability with respect to the repatriation tax. These provisional amounts are the Company’s best estimates based on its current interpretation of the Tax Act and may change as the Company receives additional clarification of the Tax Act and or guidance on its implementation as part of its 2017 income tax compliance process.

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015

Revenues. Revenues from external customers, excluding intersegment sales, for the year ended December 31, 2016 decreased2021 increased by $487.1$10.2 million, or 50.0%8.9%, to $487.5$123.9 million, from $974.6as compared to $113.7 million for the year ended December 31, 2015.2020. The decrease was primarily attributable to lower revenuesincrease in the majority of our segments due to declining activity as depressed oil and gas prices resulted in reduced rig count, downward pricing pressures, rig cancellations and delays as well as deferred work scopes in the International and U.S. Services regions while revenues for Tubular Sales decreased due to lower international demand and decreased deep water fabrication revenue. The decreased revenues were partially offset by revenues in our Blackhawk segment of $10.0 million resulting from our acquisition in November 2016. See Note 3 - Acquisition and Divestitures in the Notes to Consolidated Financial Statements for additional information on our Blackhawk acquisition. Revenues for our segments are discussed separately below under the heading "Operating Segment Results."

Cost of revenues, exclusive of depreciation and amortization. Cost of revenuesamortization expense for the year ended December 31, 2016 decreased by $197.3 million, or 38.3%,2021 is primarily related to $317.3 million from $514.6the Merger.

Gain on disposal of assets

Gain on disposal of assets of $1.0 million for the year ended December 31, 2015.2021 represents the earn-out consideration recognized as the conditions upon which the consideration was contingent were met during the year ended December 31, 2021 related to a sale of assets which occurred in 2020.

Impairment expense

No impairment expense was recorded for the year ended December 31, 2021 as compared to $287.5 million for the year ended December 31, 2020. Impairment expense for the year ended December 31, 2020 mainly relates to impairment of goodwill of $191.9 million, intangible assets of $60.4 million, property, plant and equipment of $20.0 million and operating lease right-of-use assets of $15.2 million. For further information, refer to Note 4 “Fair value measurements” in the accompanying consolidated financial statements.

Merger and integration expense

Merger and integration expense for the year ended December 31, 2021 increased by $46.0 million, to $47.6 million as compared to $1.6 million for the year ended December 31, 2020. The increase for the year ended December 31, 2021 primarily consists of professional fees, integration, and other costs related to the Merger.

Severance and other expense

Severance and other expense for the year ended December 31, 2021 decreased by $6.1 million, or 43.8%, to $7.8 million as compared to $13.9 million for the year ended December 31, 2020. The decrease was primarily driven by higher headcount reductions and facility rationalization undertaken in the previous year to restructure and resize our business to match reduced activity levels due to COVID-19 and economic conditions in the oil and gas industry for the year ended December 31, 2020.

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Interest and finance expense, net

Interest and finance expense, net for the year ended December 31, 2021, was $8.8 million, an increase of $3.1 million, or 55.5%, compared to $5.7 million for the year ended December 31, 2020. The increase in interest and finance expense was primarily driven by fees incurred with respect to the New Facility established following the Merger.

Equity in income of joint ventures

Equity in income of joint ventures for the year ended December 31, 2021 increased by $3.2 million, or 23.2%, to $16.7 million as compared to $13.6 million for the year ended December 31, 2020. The increase reflects higher income from our joint ventures compared to the previous year.

Income tax (expense) benefit

Income tax expense for the year ended December 31, 2021 was $16.3 million, compared to an income tax benefit of $3.4 million for the year ended December 31, 2020. Following the closing of the Merger on October 1, 2021, as a result of our change in domicile from the U.K. to the Netherlands, our statutory tax rate changed to 25% for the year ended December 31, 2021. The statutory rate for the year ended December 31, 2020 was 19%. The effective tax rate was (12.3%) and 1.0% for the years ended December 31, 2021 and 2020, respectively. Our effective tax rate was impacted by the Merger in 2021, impairments of goodwill in 2020, and the geographic mix of profits and losses between deemed profit and taxable profit jurisdictions.

Our effective income tax rate fluctuates from the statutory tax rate based on, among other factors, changes in pretax income in jurisdictions with varying statutory tax rates along with jurisdictions utilizing a deemed profit taxation regime, the impact of valuation allowances, foreign inclusions and other permanent differences related to the recognition of income and expense.

Year ended December 31, 2020 compared to year ended December 31, 2019

		Year Ended December 31,								Change
		2020				2019				$				%
(in thousands)
Total revenue		$	675,026			$	810,064			$	(135,038	)			(16.7	)%
Operating costs and expenses:
Cost of revenue, excluding depreciation and amortization			(566,876	)			(677,184	)			110,308
General and administrative expense, excluding depreciation and amortization			(23,814	)			(29,360	)			5,546
Depreciation and amortization expense			(113,693	)			(122,503	)			8,810
Impairment expense			(287,454	)			(49,036	)			(238,418	)
Gain on disposal of assets			10,085				—				10,085
Merger and integration expense			(1,630	)			—				(1,630	)
Severance and other expense			(13,930	)			(4,444	)			(9,486	)
Total operating cost and expenses			(997,312	)			(882,527	)			(114,785	)
Operating loss			(322,286	)			(72,463	)			(249,823	)			344.8	%
Other income, net			3,908				226				3,682
Interest and finance expense, net			(5,656	)			(3,300	)			(2,356	)
Loss before taxes and equity in income of joint ventures			(324,034	)			(75,537	)			(248,497	)			329.0	%
Equity in income of joint ventures			13,589				9,639				3,950
Loss before income taxes			(310,445	)			(65,898	)			(244,547	)			371.1	%
Income tax benefit			3,400				1,137				2,263
Net loss		$	(307,045	)		$	(64,761	)		$	(242,284	)			374.1	%

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Revenue

Revenue for the year ended December 31, 2020, which only includes revenue of Legacy Expro, decreased by $135.0 million, or 16.7%, to $675.0 million from $810.1 million for the year ended December 31, 2019. The decrease in total revenue for the year ended December 31, 2020 compared to the year ended December 31, 2019 was driven by lower activity volumes,across all of our product and service offerings in all of our reporting segments other than the APAC segment, due to a combination of factors, including a substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the members of OPEC+ regarding limits on production of oil, resulting in surplus supply and reduction in crude oil prices. For reference, Brent oil price averaged $42 per barrel in 2020 as compared to an average of $64 per barrel in 2019. As a result of reduced activity, revenue for the NLA segment decreased by $58.3 million (33.5%), the MENA segment by $43.0 million (18.2%) and the ESSA segment by $37.3 million (14.5%), partially offset by a modest increase in revenue in the APAC segment of $3.6 million (2.5%). Revenue for our segments is discussed in further detail separately below under the heading “Operating Segment Results.”

Revenue for our well flow management, well intervention and integrity and subsea well access offerings decreased by $75.8 million (15.7%), $35.1 million (20.7%) and $24.1 million (15.4%), respectively, for the year ended December 31, 2019 compared to December 31, 2020.

Cost of revenue, excluding depreciation and amortization

Cost of revenue, excluding depreciation and amortization, for the year ended December 31, 2020 was $566.9 million (84.0% of revenue), a decrease of $110.3 million, or 16.3%, compared to $677.1 million (83.6% of revenue) for the year ended December 31, 2019. The decrease in the cost actions taken throughout 2016. We also incurred additionalof revenue, which includes personnel costs of $8.9 million relatedfor operational and support staff, equipment rentals, facility costs, materials, sub-contractor costs, and research, engineering and development costs, was in line with the lower activity. In addition, we reduced our support staff by approximately 9.1% for the year ended December 31, 2020 compared to our Blackhawk acquisition in November 2016.

the year ended December 31, 2019.

General and administrative, excluding depreciation and amortization

General and administrative expenses, excluding depreciation and amortization, include the costs associated with sales and marketing, costs of running our corporate head office and other central functions that support the operating segments and include foreign currency gains (losses). General and administrative expenses for the year ended December 31, 20162020 decreased by $2.6$5.5 million, or 1.5%18.9%, to $171.9$23.8 million, from $174.5$29.4 million for the year ended December 31, 2015. Excluding2019. The decrease in general and administrative expenses during the bad debt expense of $11.3 million related primarilyyear ended December 31, 2020 compared to the collectability of receivablesyear ended December 31, 2019 was primarily driven by a reduction in Venezuela and the bankrupt customer in Nigeria, G&A expensesour corporate support staff by approximately 9.3% for the year ended December 31, 2016 decreased by $13.92020 compared to the year ended December 31, 2019. This contributed to lower personnel costs, lower corporate overhead costs, and lower travel costs. Additionally, we benefited from lower foreign exchange losses of $1.9 million or 8.0%, primarily as a resultfrom the revaluation of declining activitymonetary assets and pricing pressures, offset by internal cost initiatives, which included workforce reductions and lease terminations. Also, equity-based compensation expense decreased by $10.3 million as the IPO grants for retirement-eligible employees had a two year service requirement, which was completedliabilities denominated in foreign currencies during the third quarter of 2015. The decreased costs were partially offset by an increase in professional fees, which included costs relatedyear ended December 31, 2020 compared to our ongoing global corporate initiatives and the investigation mentioned in Note 18 - Commitments and Contingencies in the Notes to Consolidated Financial Statements.

year ended December 31, 2019.

Depreciation and amortization. expense

Depreciation and amortization expense for the year ended December 31, 2016 increased by $5.32020 was $113.7 million, a decrease of $8.8 million, or 4.8%,7.2% compared to $114.2 million from $109.0$122.5 million for the year ended December 31, 2015. The increase was2019, primarily attributable to our acquisitions of Timco Services, Inc. and Blackhawk, as well as a higherresult of a lower depreciable base resulting from property and equipment additions.

Severance and other charges. Severance and other charges for the year ended December 31, 2016 were $46.4 million as we continued to take steps to adjust our workforce to meet the depressed demand in the industry in addition to the retirement of fixed assets of $29.9 million.

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Mergers and acquisitionasset base.

Impairment expense. Mergers and acquisition

Impairment expense for the year ended December 31, 2016 were $13.82020 was $287.5 million, as a resultan increase of our Blackhawk acquisition as mentioned in Note 3 - Acquisition and Divestitures in the Notes$238.4 million, or 486.2%, compared to Consolidated Financial Statements.

Foreign currency loss. Foreign currency loss for the year ended December 31, 2016 increased by $4.5 million to $10.8 million from $6.4$49.0 million for the year ended December 31, 2015. The increase was2019. During the year ended December 31, 2020, we recorded impairment expense relating to our goodwill of $191.9 million, intangible assets of $60.4 million, property, plant and equipment of $20.0 million and operating lease right-of-use assets of $15.2 million. For further information, refer to Note 4 “Fair value measurements” in the accompanying consolidated financial statements.

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Merger and integration expense

During the year ended December 31, 2020, we incurred $1.6 million of merger and integration expense, which consists primarily dueof professional fees and other costs with respect to the devaluationMerger. No such expense was incurred during the year ended December 31, 2019.

Gain on disposal of assets

Gain on disposal of assets of $10.1 million represents profit recognized on the Nigerian Naira.

Income taxsale of certain identified tangible and intangible assets and liabilities relating to the disposition of our pressure-control chokes product line during 2020 for a total cash consideration of $15.5 million. The carrying value of net assets transferred was $4.4 million and we incurred costs directly attributable to the sale of $1.0 million.

Severance and other expense (benefit). Income tax

Severance and other expense (benefit) for the year ended December 31, 2016 decreased2020 increased by $63.0$9.5 million, or 168.7%213.5%, to $(25.6)$13.9 million from $37.3$4.4 million for the year ended December 31, 20152019. The increase was primarily driven by headcount reductions and facility rationalization to restructure and resize our business to match reduced activity levels due to COVID-19 and economic conditions in the oil and gas industry.

Depending on how the market evolves, further actions may be necessary, which could result in additional expense in future periods.

Interest and finance expense, net

Interest and finance expense, net for the year ended December 31, 2020, was $5.7 million, an increase of $2.4 million, or 71.4%, compared to $3.3 million for the year ended December 31, 2019. The increase in interest and finance expense was due to lower interest income earned in 2020 primarily due to lower interest rates. We earned interest income of $1.0 million during the year ended December 31, 2020 as compared to $3.3 million during the previous year.

Equity in income of joint ventures

Equity in income of joint ventures for the year ended December 31, 2020 increased by $4.0 million, or 41.0%, to $13.6 million from $9.6 million for the year ended December 31, 2019. The increase reflects higher income from our joint ventures compared to the previous year.

Income tax benefit

Income tax benefit for the year ended December 31, 2020 was $3.4 million, an increase of $2.3 million, or 199.0%, compared to $1.1 million for the year ended December 31, 2019. The statutory tax rate was 19% for both the years ended December 31, 2020 and 2019. The effective tax rate was 1.0% and 1.5% for the years ended December 31, 2020 and 2019 respectively. Our effective tax rate was impacted due to the impairment on goodwill along with the geographic mix of profits and losses between deemed profit and taxable profit jurisdictions.

Our effective income tax rate fluctuates from the statutory tax rate based on, among other factors, changes in pretax income in jurisdictions with varying statutory tax rates along with jurisdictions utilizing a deemed profit taxation regime, the impact of valuation allowances, foreign inclusions and other permanent differences related to the recognition of income and expense.

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Operating Segment Results

We evaluate our business segment operating performance using segment revenue and Segment EBITDA, as described in Note 5 “Business segment reporting” in our consolidated financial statements. We believe Segment EBITDA is a useful operating performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and corporate costs and allows management to more meaningfully analyze the trends and performance of our core operations by segment as well as to make decisions regarding the allocation of resources to our segments.

The following table shows revenue by segment and revenue as percentage of total revenue by segment for the years ended December 31, 2021, 2020 and 2019:  

		Revenues												Percentage
(in thousands)		2021				2020				2019				2021				2020				2019
NLA		$	193,156			$	115,738			$	174,058				23.4	%			17.2	%			21.5	%
ESSA			300,557				219,534				256,790				36.4	%			32.5	%			31.7	%
MENA			171,136				194,033				237,065				20.7	%			28.7	%			29.3	%
APAC			160,913				145,721				142,151				19.5	%			21.6	%			17.5	%
Total revenue		$	825,762			$	675,026			$	810,064				100.0	%			100.0	%			100.0	%

The following table shows Segment EBITDA and Segment EBITDA margin by segment for the years ended December 31, 2021, 2020 and 2019:

		Segment EBITDA (1)												Segment EBITDA Margin
(in thousands)		2021				2020				2019				2021				2020				2019
NLA		$	32,254			$	54			$	15,031				16.7	%			0.0	%			8.6	%
ESSA			53,336				35,393				45,358				17.7	%			16.1	%			17.7	%
MENA			56,312				77,296				86,043				32.9	%			39.8	%			36.3	%
APAC			33,444				34,976				28,762				20.8	%			24.0	%			20.2	%

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(1)

Relative to Adjusted EBITDA ($125.9 million, $100.2 million and $117.3 million for the years ended December 31, 2021, 2020 and 2019, respectively), Segment EBITDA for the years ended December 31, 2021, 2020 and 2019 excludes corporate costs of $66.2 million, $61.1 million and $67.5 million, respectively, and equity in income of joint ventures of $16.7 million, $13.6 million and $9.6 million, respectively.

Yearended December31, 2021 compared to the year endedDecember 31, 2020

NLA

Revenue for the NLA segment was $193.2 million for the year ended December 31, 2021, an increase of $77.4 million, or 66.9%, compared to $115.7 million for the year ended December 31, 2020. Of the total increase of $77.4 million for the year ended December 31, 2021, $67.0 million relates to the Merger, and the balance of the increase of $10.4 million was primarily driven by an increase in well flow management and well intervention and integrity services in Mexico, Argentina, Brazil, Colombia, and Trinidad and Tobago driven by higher customer activity. The increase in revenues was partially offset by non-recurring power chokes equipment sales as a result of disposition of our power chokes product line in 2020 and lower well flow management and subsea well access revenues in Canada due to completion of a decreasecontract in taxable income2020.

Segment EBITDA for the NLA segment was $32.2 million, or 16.7% of revenues, during the year ended December 31, 2021, compared to $0.1 million during year ended December 31, 2020. Out of the total increase of $32.1 million during the year ended December 31, 2021, $16.1 million relates to the Merger, and the balance of the increase of $16.0 million is attributable to higher activity on higher margin contracts and a change in jurisdictional mix. We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentagemore favorable activity mix during 2021.

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Table of revenues rather than profits) and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.

Contents

Operating Segment Results

The following table presents revenues and Adjusted EBITDA by segment (in thousands):

	Year Ended December 31,
	2017				2016				2015
Revenue:
International Services	$	206,746			$	237,207			$	442,107
U.S. Services	118,815				152,827				326,437
Tubular Sales	58,210				87,515				206,056
Blackhawk	71,024				9,982				—
Total	$	454,795			$	487,531			$	974,600
Segment Adjusted EBITDA: (1)
International Services	$	30,801			$	33,264			$	182,475
U.S. Services (2)	(39,357		)		(11,012		)		95,612
Tubular Sales	3,181				1,741				40,999
Blackhawk	11,090				1,038				—
Total	$	5,715			$	25,031			$	319,086

(1)	Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. (For a reconciliation of our Adjusted EBITDA, see "—Adjusted EBITDA and Adjusted EBITDA Margin.")

(2)	Amounts previously reported as Corporate and other of $478 and $96 for 2016 and 2015, respectively, have been reclassified to U.S. Services to conform to the current presentation.

Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

International Services

ESSA

Revenue for the International ServicesESSA segment decreased by $30.5was $300.6 million for the year ended December 31, 2021, an increase of $81.0 million, or 12.8%36.9%, compared to 2016,$219.5 million for the year ended December 31, 2020. Out of the total increase of $81.0 million for the year ended December 31, 2021, $28.5 million is attributable to the Merger. The remaining increase of $52.5 million in revenues was primarily driven by an early production equipment sale in Nigeria and higher well flow management and subsea well access revenues in Norway, Mozambique, United Kingdom, Ghana, and Angola due to loweroffshore rig counts globallyan increase in overall customer activities and increased pricing pressure on new contracts. Revenue declinesprojects. The overall increase in our Africa, Europe, and Asia Pacific regions were mostly attributable to our major customers reducing the amount of work they do in the regions, whichrevenues was partially offset by our attemptsa decrease in revenue in Mauritania upon completion of a subsea well access contract.

Segment EBITDA for the ESSA segment was $53.3 million, or 17.7% of revenues, for the year ended December 31, 2021, an increase of $17.9 million, or 50.7%, compared to expand into countries with drilling activity where

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we have historically had a smaller presence and increases in Canada$33.4 million, or 16.1% of revenues, for the year ended December 31, 2020. Of the total increase of $17.9 million during the year ended December 31, 2021, $8.9 million relates to the Merger, and the Middle East duebalance of the increase of $9.1 million is attributable to higher activity with key customers. 

Adjustedand a more favorable activity mix during 2021.

MENA

Revenue for the MENA segment decreased by $22.9 million, or 11.8%, to $171.1 million for the year ended December 31, 2021, as compared to $194.0 million for the year ended December 31, 2020. The lower revenues in the region were driven by a reduction in well flow management revenues in Algeria, Egypt, Saudi Arabia and the United Arab Emirates reflecting lower customer activities partially offset by an increase in well construction revenues of $8.3 million due to the Merger.

Segment EBITDA for the International ServicesMENA segment decreased by $2.5was $56.3 million, or 7.4%32.9% of revenues, for the year ended December 31, 2021, a reduction of $20.9 million, or 27.1%, compared to 2016, primarily due to the decrease in revenue, which was partially offset by lower expenses due to reduced activity and cost-cutting measures.

U.S. Services

Revenue$77.3 million, or 39.8% of revenues, for the U.S. Services segment decreased by $34.0 million, or 22.3%, compared to 2016year ended December 31, 2020. The reduction in Segment EBITDA was primarily due to a decrease in offshore services revenue of $51.4 million as a result of overallrevenues during 2021 and lower activity from weaknesses seen in the Gulf of Mexico due to rig cancellations and delays, coupled with downward pricing pressures. This wason higher margin contracts, partially offset by an increase in onshore servicesSegment EBITDA of $1.2 million related to the Merger.

APAC

Revenue for the APAC segment was $160.9 million for the year ended December 31, 2021, an increase of $15.2 million, or 10.4%, compared to $145.7 million for the year ended December 31, 2020. Of the total, $8.4 million relates to the Merger, and the balance of the increase of $6.8 million was primarily driven by increased well flow management and well intervention and integrity revenue of $17.4 million as a result of improvedin Australia, Brunei, Thailand and Indonesia from new contracts or higher activity on existing contracts. This increase was partially offset by lower subsea well access revenues in China and Malaysia due to increased oil prices, which has led to higher rig countsa combination of lower spare sales, completion of a contract and more favorable pricing.

Adjustedlower customer activities during the year ended December 31, 2021.

Segment EBITDA for the U.S. ServicesAPAC segment decreased by $28.3was $33.4 million for the year ended December 31, 2021, a decrease of $1.5 million, or 257.4%4.4%, compared to 2016$35.0 million for the year ended December 31, 2020. The reduction was primarily due to a less favorable activity mix and lower activity on higher pricing concessions, increased assetmargin contracts, partially offset by an increase in Segment EBITDA of $1.1 million related expenses and higher labor costs to support increased land activity, as well as higher corporate and other costs, which were attributablethe Merger.

Year ended December 31, 2020 compared to ongoing global corporate initiatives.

Tubular Sales

the year ended December 31, 2019

NLA

Revenue for the Tubular SalesNLA segment decreased by $29.3was $115.7 million for the year ended December 31, 2020, a decrease of $58.3 million, or 33.5%, compared to 2016, primarily as a result of lower deepwater activity in the Gulf of Mexico.

Adjusted EBITDA for the Tubular Sales segment increased by $1.4$174.1 million or 82.7%, compared to 2016, due to cost cutting measures and lower product costs, offset by an increase in freight costs associated with project work.

Blackhawk

The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $71.0 million and $11.1 million, respectively, for the year ended December 31, 2017, compared2019. The decrease in revenue was mainly driven by a reduction in well flow management and subsea well access revenues in North America offshore where activity levels continued to $10.0 millionshow weakness, reflecting a combination of COVID-19 and $1.0 million, respectively, forhurricane-related project deferrals. The lower revenues in NLA also reflect reduced customer activity levels in our relatively small, pre-Merger North America land operations, resulting in lower well flow management revenues as well as lower sales within our then-owned power chokes product line. Additionally, the two monthsreduction in revenues in NLA was also driven by lower subsea well access and well flow management revenues in Canada and lower wireline intervention and integrity services revenue in Argentina during the year ended December 31, 2016. See Note 3 - Acquisition and Divestitures in2020, compared to the Notes to Consolidated Financial Statements for additional information on our Blackhawk acquisition.

Year Endedyear ended December 31, 2016 Compared to Year Ended2019.

Segment EBITDA for the NLA segment was $0.1 million during the year ended December 31, 20152020, compared to $15.0 million, or 8.6% of revenues, during the year ended December 31, 2019. The reduction in NLA Segment EBITDA was mainly driven by a combination of lower activity on higher margin contracts and a less favorable activity mix during 2020.

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International Services

ESSA

Revenue for the International ServicesESSA segment decreased by $204.9$37.3 million, or 46.3%14.5%, compared to 2015,$219.5 million during the year ended December 31, 2020 from $256.8 million during the year ended December 31, 2019. The decrease in revenue was primarily due to depressed oila reduction in well flow management and gas prices, which challenged the economicssubsea well access revenues, driven by a combination of current developmentlower activity, suspension of activities by customers and non-recurring projects and caused the termination of ongoing drilling campaigns and the delay in the commencement ofU.K., Azerbaijan and several countries in the Sub-Sahara African region, including Nigeria, Ghana, Cote D’Ivoire, Mozambique and Equatorial Guinea, partially offset by an increase in revenues in Mauritania from a new projects, assubsea well as cancellations or deferred work scopes.

Adjustedaccess contract.

Segment EBITDA for the International ServicesESSA segment decreased by $149.2was $35.4 million, or 81.8%, compared to 2015, primarily due to the decrease in revenue and $11.3 million16.1% of bad debt expense related to the collectability of receivables in Venezuela and Nigeria, which were partially offset by lower expenses due to reduced activity and cost-cutting measures.

U.S. Services

Revenue for the U.S. Services segment decreased by $173.6 million, or 53.2%, compared to 2015 primarily due to depressed oil and gas prices. Onshore services revenue decreased by $51.3 million as a result of lower activity from declining rig counts and pricing discounts. The offshore business saw a decrease in revenue of $125.9 million as a

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result of overall lower activity from weaknesses seen in the Gulf of Mexico due to rig cancellations and delays, coupled with downward pricing pressures.

Adjusted EBITDA for the U.S. Services segment decreased by $106.5 million, or 111.5%, compared to 2015 primarily due to higher pricing concessions and lower activity of $94.6 million and higher corporate and other costs of $11.9 million primarily due to increased professional fees, which were attributable to ongoing global corporate initiatives.

Tubular Sales

Revenue for the Tubular Sales segment decreased by $118.5 million, or 57.5%, compared to 2015, primarily as a result of lower international demand and decreased deepwater fabrication revenue.

Adjusted EBITDA for the Tubular Sales segment decreased by $39.3 million, or 95.8%, compared to 2015, as it was negatively impacted by fixed costs associated with the manufacturing division and decreased revenues.

Blackhawk

The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $10.0 million and $1.0 million, respectively,revenues, for the year ended December 31, 2016. See Note 3 - Acquisition and Divestitures2020, a reduction of $10.0 million, or 22.0%, compared to $45.4 million, or 17.7% of revenues, for the same period in 2019. The reduction in Segment EBITDA for ESSA was primarily due to lower revenues during 2020 combined with a less favorable activity mix, which negatively impacted the Segment EBITDA margin.

MENA

Revenue for the MENA segment decreased by $43.0 million, or 18.2%, to $194.0 million during the year ended December 31, 2020 from $237.1 million during the year ended December 31, 2019. The lower revenues in the Notesregion were driven by a reduction in well flow management revenues in Algeria, Saudi Arabia and the United Arab Emirates reflecting lower customer activities. Additionally, revenues in Egypt decreased during the year ended December 31, 2020 compared to Consolidated Financial Statementsthe same period in 2019 due to non-recurring equipment sales.

Segment EBITDA for additional informationthe MENA segment was $77.3 million, or 39.8% of revenues, for the year ended December 31, 2020, a reduction of $8.7 million, or 10.2%, compared to $86.0 million, or 36.3% of revenues, for the year ended December 31, 2019. The reduction in Segment EBITDA for MENA was primarily due to a decrease in revenues during 2020; however, MENA Segment EBITDA margin improved during 2020 as compared to 2019 due to various cost savings measures undertaken in the region and a modestly more favorable activity mix.

APAC

Revenue for the APAC segment was $145.7 million for the year ended December 31, 2020, an increase of $3.6 million, or 2.5%, compared to $142.2 million for the year ended December 31, 2019. The increase in revenue in APAC was primarily driven by increased well flow management and subsea well access revenue in Malaysia from new contracts and higher activity on our Blackhawk acquisition.existing contracts, and increased revenue in Australia, primarily from higher subsea well access services. This increase was partially offset by lower well flow management revenues in India due to non-recurring equipment sales and lower activity levels on continuing projects in Thailand.

Segment EBITDA for the APAC segment was $35.0 million for the year ended December 31, 2020, an increase of $6.2 million, or 21.6%, compared to $28.8 million for the year ended December 31, 2019. APAC Segment EBITDA margin was 24.0%, up from 20.2% for the year ended December 31, 2019. The improvement in APAC Segment EBITDA margin was due to increased activity combined with a more favorable activity mix and cost control measures.

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Liquidity and Capital Resources

Liquidity

Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. At December 31, 2017, we had2021, total available liquidity was $369.9 million, including cash and cash equivalents and short-term investmentsrestricted cash of $294.0$239.9 million and debt of $4.7 million.$130.0 million available for borrowings under our New Facility. Our primary sources of liquidity to date have been cash flows from operations. Our primary uses of capital have been for organic growth capital expenditures and acquisitions. We continually monitor potential capital sources, including equity and debt financing, in order to meet our investment and target liquidity requirements.

Our total capital expenditures are estimated at $48.0to range between $90 million and $100 million for 2018. We expect2022. Our total capital expenditures (exclusive of the Merger) were $81.5 million for year ended December 31, 2021, out of which approximately $38.0 million90% were used for the purchase and manufacture of equipment to directly support customer-related activities and $10.0 millionapproximately 10% for other property, plant and equipment, inclusive of the purchase or construction of facilities.software costs. The actual amount of capital expenditures for the purchase and manufacture of equipment may fluctuate based on market conditions. During the years ended December 31, 2017, 2016 and 2015,Our total capital expenditures were $21.9$112.4 million $42.1 million and $99.7 million, respectively, all of which were funded from internally generated sources. We believe our cash on hand and cash flows from operations will be sufficient to fund our capital expenditure and liquidity requirements for the next twelve months.

We paid dividends on our common stock of $50.2 million, or an aggregate of $0.225 per common share during the year ended December 31, 2017. The timing, declaration, amount of,2020, which were generally used for equipment required to provide services in connection with awarded contracts. We continue to focus on preserving and payment of any dividends is within the discretionprotecting our strong balance sheet, optimizing utilization of our boardexisting assets and, where practical, limiting new capital expenditures.

Credit Facility

Revolving Credit Facility

On November 5, 2018, certain subsidiaries of managing directors subject to the approval of our Board of Supervisory Directors and will depend upon many factors, including our financial condition, earnings, capital requirements, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our board of managing directors and our Board of Supervisory Directors. We do not have a legal obligation to pay any dividend and there can be no assurance that we will be able to do so. On October 27, 2017, the Board of Managing Directors of the Company, with the approval from the Board of Supervisory Directors of the Company, approved a plan to suspend the Company's quarterly dividend in order to preserve capital for various purposes, including to invest in growth opportunities.

On August 19, 2016, we received notice from Mosing Holdings that it was exercising its right to exchange, for 52,976,000 common shares, each of the following securities: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to Mosing Holdings on August 26, 2016. As a result, there are

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no remaining issued or outstanding Preferred Shares and the Mosing family beneficially owns approximately 68% of our common shares. In addition, our obligation to make payments to our noncontrolling interest pursuant to the Limited Partnership Agreement of Frank's International C.V. ceased as of the effective date of the exchange.

Credit Facility

We have a $100.0 millionFrank’s entered into an asset-based revolving credit facility (the “ABL Credit Facility”) with aggregate commitments of $100.0 million secured by certain financial institutions, includingassets of the subsidiary guarantors.

On December 20, 2018, subsidiaries of Legacy Expro entered into a revolving credit facility (the “2018 RCF”) with aggregate commitments of $150.0 million with up to $20.0$100.0 million in letters of creditavailable for drawdowns as loans and up to $10.0$50 million in swinglinefor bonds and guarantees. The 2018 RCF bore interest at U.S. dollar LIBOR plus 3.75% and was secured by a fixed and floating charge on certain assets of some of our wholly owned subsidiaries. On October 1, 2021, following the closing of the Merger, the ABL Credit Facility and 2018 RCF were cancelled.

Concurrently with the cancelation of the ABL Credit Facility and the 2018 RCF, we entered into the New Facility with DNB Bank ASA, London Branch, as agent, with total commitments of $200.0 million, of which $130.0 million is available for drawdowns as loans which matures in August 2018 (the “Credit Facility”).and $70.0 million is available for letters of credit. Subject to the terms of our Creditthe New Facility, we havethe Company has the ability to increase the commitments to $150.0$250.0 million. At December 31, 2017Proceeds of the New Facility may be used for general corporate and 2016, we did not have any outstanding indebtedness underworking capital purposes. Please see Note 16 “Interest bearing loans” in the Credit Facility. At December 31, 2017 and 2016, we had $2.8 million and $3.7 million, respectively, in letters of credit outstanding. As of December 31, 2017, our ability to borrow under the Credit Facility has been reduced to approximately $14.3 million less letters of credit outstanding under the Credit Facility as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be reduced or eliminated depending on our future Adjusted EBITDA. If this were to occur, our overall liquidity would be diminished.

Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equalNotes to the higher of (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) the adjusted Eurodollar rate plus 1.00%, plus an applicable margin ranging from 0.50% to 1.50%, subject to adjustment based on the leverage ratio. Interest is in each case payable quarterlyConsolidated Financial Statements for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50%. Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios.

The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions.

The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain (i) a ratio of total consolidated funded debt to Adjusted EBITDA (as defined in the Credit Facility) of not more than 2.5 to 1.0; and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0.

In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control.

On April 28, 2017, the Company obtained a limited waiver under its Revolving Credit Agreement, dated August 14, 2013, by and among FICV (as borrower), Amegy Bank National Association (as administrative agent), Capital One, National Association (as syndication agent) and the other lenders party thereto (the "Credit Agreement"), of its leverage ratio and interest coverage ratio for the fiscal quarters ending March 31, 2017 and June 30, 2017 (the “Waiver”) in order to not be in default for the first quarter of 2017. The Company agreed to comply with the following conditions during the period from the effective date of the Waiver until the delivery of its compliance certificate with respect to the fiscal quarter ending September 30, 2017: (i) maintain no less than $250.0 million in liquidity; (ii) abide by certain restrictions regarding the issuance of senior unsecured debt; and (iii) pay interest and commitment fees based on the highest “Applicable Margin” (as defined in the Credit Agreement) level. In connection with the Waiver, the Company paid a waiver fee to each lender that executed the Waiver equal to five basis points of the respective lender’s commitment under the Credit Agreement. As of December 31, 2017, we were in compliance with the covenants included in the Credit Agreement.

information.

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Citibank Credit Facility

In 2016, we entered into a three-year credit facility with Citibank N.A., UAE Branch in the amountTable of $6.0 million for the issuance of standby letters of creditContents

Cash flow from operating, investing and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of December 31, 2017 and 2016, we had $2.6 million and $2.2 million, respectively, in letters of credit outstanding.

Insurance Notes Payable

In 2017, we entered into three notes to finance our annual insurance premiums totaling $5.1 million. The notes bear interest at an annual rate of 2.3% with a final maturity date in October 2018. At December 31, 2017, the total outstanding balance was $4.7 million.

Cash Flows from Operating, Investing and Financing Activities

financing activities

Cash flows provided by (used in) our operations, investing and financing activities are summarized below (in thousands):

	Year Ended December 31,
	2017				2016				2015
Operating activities	$	24,774			$	(10,831	)		$	427,758
Investing activities	(77,709		)		(178,915		)		(174,689		)
Financing activities	(52,471		)		(96,765		)		(141,209		)
	(105,406		)		(286,511		)		111,860
Effect of exchange rate changes on cash activities	(1,105		)		3,678				1,145
Increase (decrease) in cash and cash equivalents	$	(106,511	)		$	(282,833	)		$	113,005

Statements

		Year Ended December 31,
(in thousands)		2021				2020				2019
Net cash provided by operating activities		$	16,144			$	70,391			$	81,209
Net cash provided by (used in) investing activities			112,046				(96,773	)			(151,934	)
Net cash provided by (used in) financing activities			(7,176	)			(625	)			21,922
Effect of exchange rate changes on cash activities			(1,876	)			631				566
Net increase (decrease) to cash and cash equivalents and restricted cash		$	119,138			$	(26,376	)		$	(48,237	)

Analysis of cash flows for entities with international operations that useflow changes between the local currency as the functional currency exclude the effects of the changes in foreign currency exchange rates that occur during any given year, as these are noncash changes. As a result, changes reflected in certain accounts on the consolidated statements ofyears ended December 31, 2021 and 2020

Net cash flows may not reflect the changes in corresponding accounts on the consolidated balance sheets.

Operating Activities

Cash flow provided by (used in)operating activities

Net cash provided by operating activities was $24.8$16.1 million forduring the year ended December 31, 20172021 as compared to $(10.8)$70.4 million during the year ended December 31, 2020. The decrease of $54.3 million in 2016. The increase innet cash provided by operating activities in 2017 of $35.6 million as compared to 2016 was primarily a result of positive changes to working capital and other long-term assets and liabilities of $39.8 million, partially offset by an increase in net loss of $3.4 million. Most of the increase in working capital during 2017 was due to tax refunds of $29.7 million.

The decrease in cash flow provided by (used in) operating activities for the year ended December 31, 20162021 was primarily due to payment of $438.6merger and integration expenses related to the Merger of $36.9 million, unfavorable movements in working capital of $31.8 million and reimbursable payments made in connection with Frank's executive deferred compensation plan of $8.9 million, partially offset by improvements in Adjusted EBITDA of $25.7 million during the year ended December 31, 2021.

Adjusted Cash Flow from Operations during the year ended December 31, 2021 was $65.3 million compared to $88.6 million during the year ended December 31, 2020. Our primary uses of net cash provided by operating activities were capital expenditures and funding obligations related to our financing arrangements.

Net cash provided by (used in) investing activities

Net cash provided by investing activities was $112.0 million during the year ended December 31, 2021 as compared to net cash used in investing activities of $96.8 million during the year ended December 31, 2020. Our principal recurring investing activity is our capital expenditures. The increase in net cash provided by investing activities was primarily due to net cash of $189.7 million acquired as part of the Merger and a decrease in capital expenditures of $30.9 million, partially offset by a reduction in proceeds from disposal of assets of $11.8 million.

Net cash provided by (used in) financing activities

Net cash used in financing activities was $7.2 million during the year ended December 31, 2021 as compared to $0.6 million during the year ended December 31, 2020. The increase of $6.6 million in cash used by financing activities primarily related to payment of higher loan issuance and other transaction costs of $4.0 million with respect to the New Facility, payment of withholding taxes in connection with the vesting of shares underlying stock-based compensation plans of $0.8 million and lower proceeds from the release of collateral deposits of $2.1 million, partially offset by $0.6 million of lower payments on finance leases during 2021.

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Analysis of cash flow changes between the years ended December 31, 2020 and 2019

Net cash provided by operating activities

Net cash provided by operating activities was $70.4 million during the year ended December 31, 2020 as compared to $81.2 million during the year ended December 31, 2019. The decrease of $10.8 million in net cash provided by operating activities for the year ended December 31, 2020 was primarily due to a decrease in Adjusted EBITDA of $17.1 million, an increase in net cash paid for income taxes of $7.8 million, and higher severance and other expense paid of $9.5 million, partially offset by improvements in working capital and favorable movements in other assets and liabilities of $21.7 million.

Adjusted Cash Flow from Operations during the year ended December 31, 2020 was $88.6 million compared to $86.5 million during the year ended December 31, 2019. Our primary uses of net cash provided by operating activities were capital expenditures and acquisitions and funding obligations related to our financing arrangements.

Net cash provided by (used in) investing activities

Net cash used in investing activities was $96.8 million during the year ended December 31, 2020 as compared to $151.9 million during the year ended December 31, 2019. Our principal recurring investing activity is our capital expenditures. The decrease in net cash used in investing activities was primarily due to a $47.9 million payment for an acquisition during the previous year and proceeds of $15.6 million from the disposal of assets in 2020. This decrease was partially offset by an increase of $8.3 million in capital expenditures during the year ended December 31, 2020, including $29.2 million of capital expenditures related to new technologies, including our coil hose, annular intervention and riserless light well intervention capabilities.

Net cash provided by (used in) financing activities

Net cash used in financing activities was $0.6 million during the year ended December 31, 2020 as compared to net cash provided by financing activities of $21.9 million during the year ended December 31, 2019. The decrease in cash provided by financing activities primarily related to lower proceeds from the release of collateral deposits of $26.0 million during the year ended December 31, 2020 as compared to the year ended December 31, 2015 was primarily due to a net loss as a result of lower activity due to depressed oil and gas prices, the impact of deferred taxes and working capital changes primarily related to accounts receivable and accrued expense and other liabilities.

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Investing Activities

Cash flow used in investing activities was $77.7 million for the year ended December 31, 2017 as compared to $178.9 million for the year ended December 31, 2016. The decrease of $101.2 million period over period was primarily related to the acquisition of Blackhawk during 2016, for which $150.4 million in cash was used. In addition, lower purchases of property plant and equipment of $20.2 million and higher proceeds from sale of assets of $10.2 million also contributed to the decrease. These changes were2019, partially offset by a net increase in purchase$3.5 million of investments of $79.8 million, primarily related to net purchases of investments with original maturities greater than three months but less than twelve months.

Cash flow used in investing activities was $178.9 million for the year ended December 31, 2016 as compared to $174.7 million for the year ended December 31, 2015. The increase of $4.2 million period over period was primarily related to an increase in cash used for acquisitions of $71.8 million, offset by lower purchases of property plant and equipment of $57.6 million and an increase of $11.1 million in proceeds from the sale of investments related to our executive deferred compensation plan, which was used to make payments to former key employees.

Financing Activities

Cash flow used in financing activities was $52.5 million for the year ended December 31, 2017 as compared to $96.8 million for the year ended December 31, 2016. The decrease of $44.3 million period over period is primarily related to lower dividends paid on common stock of $28.9 million, the absence of a payment to our noncontrolling interest of $8.0 million and lower repayments on borrowings of $6.5 million.

Cash flow used in financing activities was $96.8 million for the year ended December 31, 2016 as compared to $141.2 million for the year ended December 31, 2015. The decrease of $44.4 million period over period was primarily due to lower dividend payments of $13.8 million as a resultloan transaction costs and finance leases during 2020.

Off-balancesheet arrangements

We have outstanding letters of a reductioncredit/guarantees that relate to performance bonds, custom/excise tax guaranties and facility lease/rental obligations. These were entered into in the dividends per share amountordinary course of business and lower noncontrolling interest payments of $35.5 million. These decreases were partially offset by higher repayments on borrowings of $6.4 million.

Contractual Obligations

We are a partycustomary practices in the various countries where we operate. It is not practicable to various contractual obligations. A portionestimate the fair value of these obligations are reflected in our financial statements, such as long-term debt, while other obligations, such as operating leases and purchase obligations, are not reflectedinstruments. None of the off-balance sheet arrangements either has, or is likely to have, a material effect on our balance sheet. The following is a summary of our contractual obligations asconsolidated financial statements. As of December 31, 2017 (in thousands):

	Payments Due by Period
					Less than												More than
	Total				1 year				1-3 years				3-5 years				5 years
Long-term debt	$	4,721			$	4,721			$	—			$	—			$	—
Noncancellable operating leases	37,390				10,563				11,020				7,882				7,925
Purchase obligations (1)	22,147				12,578				9,569				—				—
Total	$	64,258			$	27,862			$	20,589			$	7,882			$	7,925

(1)	Includes purchase commitments primarily related to connectors, pipe and other inventory. We enter into purchase commitments as needed.

Not included in the table above are uncertain tax positions of $0.2 million.

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Tax Receivable Agreement

We entered into a TRA with FICV and Mosing Holdings in connection with our IPO. The TRA generally provides for the payment by us to Mosing Holdings of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax in periods after our IPO (which reductions we refer to as "cash savings") as a result of (i) the tax basis increases resulting from the transfer of FICV interests to us in connection with the conversion of shares of Preferred Stock into shares of our common stock on August 26, 2016 and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. We will retain the remaining 15% of cash savings, if any. The payment obligations under the TRA are our obligations and not obligations of FICV. The term of the TRA continues until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the TRA.

If we elect to execute our sole right to terminate the TRA early, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control.

In certain circumstances, we may be required to make payments under the TRA that we have entered into with Mosing Holdings. In most circumstances, these payments will be associated with the actual cash savings that we recognize in connection with the conversion of Preferred Stock, which would reduce the actual tax benefit to us. If we were to elect to exercise our sole right to terminate the TRA early or enter into certain change of control transactions, we may incur payment obligations prior to the time we actually incur any tax benefit. In those circumstances, we would need to pay the amounts out of cash on hand, finance the payments or refrain from triggering the obligation. Though we do not have any present intention of triggering an advance payment under the TRA, based on our current liquidity and our expected ability to access debt and equity financing, we believe we would be able to make such a payment if necessary. Any such payment could reduce our cash on hand and our borrowing availability, however, which would also reduce the amount of cash available to operate our business, to fund capital expenditures and to be paid as dividends to our stockholders, among other things. Please see Note 13 - Related Party Transactions in the Notes to Consolidated Financial Statements.

Off-Balance Sheet Arrangements

At December 31, 2017,2021, we had no material off-balance sheet financing arrangements with the exceptionother than those discussed above.

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Table of operating leasesContents

Critical accounting policies and purchase obligations.

Critical Accounting Policies

estimates

The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires managementExpro to select appropriate accounting principles from those available, to apply those principles consistently and to make reasonable estimates and assumptions that affect the reported amounts of revenues and associated costs as well as reported amounts of assets and liabilities and related disclosuredisclosures of contingent assets and liabilities. Certain accounting policies involve judgments and uncertainties. We evaluate estimates and assumptions on a regular basis. We base our respective estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from thethese estimates andunder different assumptions used in preparation of our consolidated financial statements.or conditions. We consider the following policies to be the most critical to understanding the judgments that are involved and the uncertainties that could impact our results of operations, financial condition and cash flows.

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Revenue Recognition

Allrecognition

Service revenue is recognized when allover time as services are performed or rendered and the customer simultaneously consumes the benefit of the following criteriaservice while it is being rendered, and, therefore, reflects the amount of consideration to which we have been met: (1) evidence of an arrangement exists; (2) deliverya right to and acceptance by the customer has occurred; (3) the price to the customer is fixed or determinable; and (4) collectability is reasonably assured, as follows:

Services Revenue.invoice. We provide tubular and other well construction services to clients in the oil and gas industry. Wegenerally perform services either under direct service purchase orders or master service agreements. Service revenue is recognized as servicesagreements which are performed or rendered.

International service hours are billed per man hour, per day or similar basis.

U.S. services are billed on,

i) Offshore - per day or similar basis.

ii) Land - per man hour or on a project basis.

Blackhawk services are billed primarily on a per day basis for both domestic and international.

We design and manufacture a suite of highly technical equipment and products that we use in connection with providing our services to our customers, including high-end, proprietary tubular handling or well construction equipment. Substantially all equipment has a service element for personnel operating the equipment. We provide our equipment either under direct agreements or with customers with agreements in place. Revenue from equipment agreements is recognized as earned over the relevant period.

International equipment is billed on a per month or similar basis.

U.S. equipment is billed on,

i) Offshore - per day or similar basis.

ii) Land - on completion of a job or project basis.

Blackhawk services are billed on,

i) Offshore and Land - per day basis with some minimum days requirements.

ii) International - negotiated contracts but are primarily based on monthly rates.

supplemented by individual call-out provisions. For customers contracted under direct service purchase orders and direct agreements,such arrangements, an accrual is recorded in unbilled accounts receivable for revenue earned but not yet invoiced.

Tubular Sales and Blackhawk Product Revenue. Revenue on tubular and Blackhawk product salesfrom the sale of goods is generally recognized at the point in time when the productcontrol has shippedpassed onto the customer which generally coincides with delivery and, significant riskswhere applicable, installation. We also regularly assess customer credit risk inherent in the carrying amounts of ownership have passedreceivables, contract costs and estimated earnings, including the risk that contractual penalties may not be sufficient to offset our accumulated investment in the customer. The sales arrangements typically do not include rightevent of return or other similar provisions or other post-delivery obligations.

Some of our tubular sales and well construction customers have requested that we store pipe, connectors and other products purchased from us in our facilities. customer termination.

We considered whetheralso recognize revenue should be recognized on these sales under thefor “bill and hold” guidance provided bysales, once the SEC Staff; however, based uponfollowing criteria have been met: (1) there is a substantive reason for the assessment performed, revenue recognition on these transactions totaling $4.7 million and $18.1 million was deferred at December 31, 2017 and 2016, respectively untilarrangement, (2) the product is identified as the customer’s asset, (3) the product is ready for delivery and significant risks of ownership have passed to the customer, and (4) we cannot use the product or direct it to another customer.

Income Taxes

Where contractual arrangements contain multiple performance obligations, judgment is involved to analyze each performance obligation within the sales arrangement to determine whether they are distinct. The liability methodrevenue for contracts involving multiple performance obligations is used for determining our income tax provisions, under which currentallocated to each distinct performance obligation based on relative selling prices and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the endis recognized on satisfaction of each periodof the distinct performance obligations.

We are determined usingrequired to determine the tax rate expectedtransaction price in respect of each of our contracts with customers. In making such judgment, we assess the impact of any variable consideration in the contract, due to bediscounts or penalties, the existence of any significant financing component and any non-cash consideration in effect when taxes are actually paid or recovered. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all the deferred tax assets will not be realized.contract. In determining the needimpact of variable consideration, we use the “most-likely amount” method whereby the transaction price is determined by reference to the single most likely amount in a range of possible consideration amounts.

Business Combinations

We record business combinations using the acquisition method of accounting. All of the assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill.

The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation allowances, we have made judgmentsprocedures and techniques. Significant assumptions and estimates regardinginclude, but are not limited to, the cash flows that an asset is expected to generate in the future taxable income and ongoing prudent and feasible tax planning strategies. Thesethe appropriate weighted-average cost of capital.

If the actual results differ from the estimates and judgments include some degree of uncertainty, and changesused in these estimates, and assumptions could require us to adjust the valuation allowances for our deferred tax assets. Historically, changes to valuation allowances have been caused by major changesamounts recorded in the business cycle in certain

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countriesconsolidated financial statements may be exposed to potential impairment of long-lived assets, including intangible assets and changes in local country law.goodwill. The ultimate realizationMerger of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions.

Through FICV, we operate in approximately 50 countries under many legal forms. As a result, we are subjectFrank’s with Legacy Expro pursuant to the jurisdictionMerger Agreement was completed on October 1, 2021. Refer to Note 3 “Business combinations and dispositions” of numerous U.S. and foreign tax authorities, as well as to tax agreements and treaties among these governments. Our operations in these different jurisdictions are taxed on various bases: actual income before taxes, deemed profits (which are generally determined using a percentage of revenue rather than profits) and withholding taxes based on revenue. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

Our tax filings for open tax periods are subject to audit by the tax authorities . These audits may result in assessments of additional taxes that are resolved either with the tax authorities or through the courts. These assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Resolution of these situations inevitably includes some degree of uncertainty; accordingly, we provide taxes only for the amounts we believe will ultimately result from these proceedings. The resulting change to our tax liability, if any, is dependent on numerous factors including, among others, the amount and nature of additional taxes potentially asserted by local tax authorities; the willingness of local tax authorities to negotiate a fair settlement through an administrative process; the impartiality of the local courts; the number of countries in which we do business; and the potential for changes in the tax paid to one country to either produce, or fail to produce, an offsetting tax change in other countries. Our experience has been that the estimates and assumptions used to provide for future tax assessments have proven to be appropriate. However, past experience is only a guide, and the potential exists that the tax resulting from the resolution of current and potential future tax controversies may differ materially from the amount accrued.

In addition to the aforementioned assessments received from various tax authorities, we also provide for taxes for uncertain tax positions where formal assessments have not been received. The determination of these liabilities requires the use of estimates and assumptions regarding future events. Once established, we adjust these amounts only when more information is available or when an event occurs necessitating a change to the reserves such as changes in the facts or law, judicial decisions regarding the application of existing law or a favorable audit outcome. We believe that the resolution of tax matters will not have a material effect on our consolidated financial condition, although a resolution could have a material impact on our consolidated statements for further details.

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Table of operations for a particular periodContents

Goodwill and on our effective tax rate for any period in which such resolution occurs.

Goodwill

identified intangible assets

We record the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as goodwill. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. The amountIf the fair value of impairment for goodwillthe reporting unit is measured as the excess ofless than its carrying value, over its fair value.

an impairment loss is recorded based on that difference.

No impairment expense was recorded for goodwill during the year ended December 31, 2021. During the fourth quarteryears ended December 31, 2020 and 2019, we recorded impairment expense of 2017, we elected$191.9 million and $26.4 million, respectively, relating to change the timingour goodwill. Refer to Note 4 “Fair value measurements” of our annual goodwillconsolidated financial statements for details regarding the facts and circumstances that led to this impairment testing from December 31and other details. We used the income approach to October 31 for our U.S Services, International Services, Tubular Sales and Manufacturing reporting units. This accounting change is considered to be preferable because it allows for additional time to completeestimate the annual goodwill impairment test, better aligns with our planning process, and synchronizes the testing date for allfair value of our reporting units, as October 31, which isbut also considered the Blackhawkmarket approach to validate the results. The income approach estimates the fair value by discounting the reporting unit's annual impairment testing date. This change did not resultunit’s estimated future cash flows using an appropriate risk-adjusted rate. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results and involves significant judgment in adjustments to previously issued financial statements.

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No goodwill impairment was recorded for years ended December 31, 2017, 2016the selection of the appropriate peer group companies and 2015. Our goodwill is allocated to our operating segments as follows: U.S. Services - approximately $16.2 million; Tubular Sales - approximately $2.4 million; Blackhawk - approximately $192.4 million.valuation multiples. The inputs used in the determination of fair value are generally level 3 inputs.

Allowance

We review our identified intangible assets for Doubtful Accounts

We evaluate whether client receivables are collectible. We perform ongoing credit evaluationsimpairment whenever events or changes in business circumstances arise that may indicate that the carrying amount of our clientsits intangible assets may not be recoverable. These events and monitor collections and paymentschanges can include significant current period operating losses or negative cash flows associated with the use of an intangible asset, or group of assets, combined with a history of such factors, significant changes in order to maintain a provision for estimated uncollectible accounts based on our historical collection experience and our current agingthe manner of client receivables outstanding in addition to clients' representations and our understandinguse of the economic environment in which our clients operate. Based on our review,assets, and current expectations that it is more likely than not that an intangible asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. When impairment indicators are present, we establish or adjust allowances for specific clients andcompare undiscounted future cash flows, including the accounts receivable as a whole.

We have experienced payment delays from certain customers in Nigeria, Angola and Venezuela. During 2016, we recorded an allowanceeventual disposition of $9.6 million for trade accounts receivable from our national oil company customer in Venezuela duethe asset group at market value, to the uncertaintyasset group’s carrying value to determine if the asset group is recoverable. If the carrying values are in excess of collection. Duringundiscounted expected future cash flows, we measure any impairment by comparing the fourth quarterfair value of 2017 management decidedthe asset or asset group to significantly reduce our footprint in Nigeriaits carrying value. Estimating future cash flows requires significant judgment, and Angola by exiting certain bases and temporarily abandoning our investment in Venezuela, primarily consisting of accounts receivable,projections may vary from the cash flows eventually realized, which we believe will diminishcould impact our ability to collect amounts owed. As a result, we wrote off the previously reserved trade accounts receivable of $9.6 million. In addition, we wrote off trade accounts receivables of $15.0 millionaccurately assess whether an asset has been impaired.

No impairment expense was recorded for Nigeria, Angola and Venezuela, which is included in the financial statement line item severance and other chargesidentified intangible assets during the year ended December 31, 2017. 2021. During the year ended December 31, 2020 and 2019, we recorded impairment expense relating to our identified intangible assets of $60.4 million and $17.9 million, respectively. Refer to Note 4 “Fair value measurements” of our consolidated financial statements for further details.

Defined benefit plans

Our allowancepost-retirement benefit obligations are described in detail in Note 19 “Post-retirement benefits” of our consolidated financial statements. Defined pension benefits are calculated using significant inputs to the actuarial models that measure pension benefit obligations and related effects on operations. Two assumptions, discount rate and expected return on assets, are important elements of plan asset/liability measurement and are updated on an annual basis, or more frequently if events or changes in circumstances so indicate.

We evaluate these critical assumptions at least annually on a plan and country specific basis. We periodically evaluate other assumptions involving demographic factors such as retirement age, mortality and turnover, and update them to reflect our experience and expectations for doubtful accountsthe future. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.

The discount rate that we use reflects the market rate of a portfolio of high-quality corporate bonds with maturities matching the expected timing of payment of the related benefit obligations. The discount rates used to determine the benefit obligations for our principal pension plans were 1.8% in 2021, 1.3% in 2020 and 2.0% in 2019, reflecting market interest rates. As of December 31, 2021, we estimate that a 1% appreciation or depreciation in the discount rate would result in an impact of approximately $39.4 million to our present value of defined benefit obligations as at December 31, 20172021. The weighted average expected rate of return on plan assets for the pension plans was 3.2% in 2021, 2.7% in 2020 and 2016 was $4.8 million3.4% in 2019. A change in the expected rate of return of 1% would impact our net periodic pension expense by $2.1 million.

Income Taxes

We use the asset and $14.3 million, respectively.liability method to account for income taxes whereby we calculate the deferred tax asset or liability account balances using tax laws and rates in effect at that time. Under this method, the balances of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are recorded to reduce gross deferred tax assets when it is more likely than not that all or some portion of the gross deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and considered estimates regarding estimated future taxable income and available tax planning strategies. These estimates and judgments include some degree of uncertainty, therefore changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets accordingly. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions.

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Recent Accounting Pronouncements

We operate in more than 60 countries. As a result, we are subject to numerous domestic and foreign taxing jurisdictions and tax agreements and treaties among various governments. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding future events, including the amount, timing and character of income, deductions, and tax credits. Changes in tax laws, regulations or agreements in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions in which we operate, and these assessments can result in additional taxes. Estimating the outcome of audits and assessments by the tax authorities involves uncertainty. We review the facts of each case and apply judgments and assumptions to determine the most likely outcome and provide for taxes, interest and penalties on this basis. In line with U.S. GAAP, we recognize the effects of a tax position in the consolidated financial statements when it is more likely than not that, based on the technical merits, some level of tax benefit related to a tax position will be sustained upon audit by tax authorities. Our experience has been that the estimates and assumptions used to provide for future tax assessments have proven to be appropriate. However, past experience is only a guide, and the potential exists that tax resulting from the resolution of current and potential future tax disputes may differ materially from the amount accrued. In such an event, we will record additional tax expense or tax benefit in the period in which such resolution occurs.

New accounting pronouncements

See Note 1 - 2 “Basis of Presentationpresentation and Significant Accounting Policiessignificant accounting policies” in the Notes to Consolidated Financial Statements set forth in Part II, Item 8, "Financial Statements and Supplementary Data,"our consolidated financial statements under the heading "Recent Accounting Pronouncements" included in this Form 10-K.“Recent accounting pronouncements.”

Item 7A. Quantitative and Qualitative Disclosures Aboutabout Market Risk

Financial risk factors

Our operations expose us to several financial risks, principally market risk (foreign currency risk and interest rate risk) and credit risk.

Foreign currency risk

Cash flow exposure

We expect many of the subsidiaries of our business to have future cash flows that will be denominated in currencies other than USD. Our primary cash flow exposures are exposedrevenues and expenses. Changes in the exchange rates between USD and other currencies in which our subsidiaries transact will cause fluctuations in the cash flows we expect to certain market risksreceive or pay when these cash flows are realized or settled. We generally attempt to minimize our currency exchange risk by seeking to naturally hedge our exposure by offsetting non-USD inflows with non-USD denominated local expenses. We generally do not enter into forward hedging agreements, and our largest exposures are to the British pound and Norwegian kroner, mainly driven by facility costs and employee compensation and benefits.

Transaction exposure

Many of our subsidiaries have assets and liabilities that are inherent in our financial instruments and arise from changes in foreign currency exchange rates and interest rates. A discussion of our market risk exposure in financial instruments is presented below.

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The disclosures are not meant to be precise indicators of expected future losses or gains, but rather indicators of reasonably possible losses or gains. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

Foreign Currency Exchange Rates

We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, the currency of our primary economic environment is the U.S. dollar, and we use the U.S. dollar as our functional currency. In other parts of the world, such as Europe, Norway, Africa and Brazil, we conduct our businessdenominated in currencies other than the U.S. dollar, and the functional currency is the applicable local currency. Assets and liabilities of entities for which the functional currency is the local currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, resulting in translation adjustments that are reflected in accumulated other comprehensive income (loss) in the shareholders’ equity section on our consolidated balance sheets. A portion of our net assets are impacted by changes in foreign currencies in relation to the U.S. dollar.

For the year ended December 31, 2017, on a U.S. dollar-equivalent basis, approximately 25% of our revenue was represented by currencies other than the U.S. dollar. However, no single foreign currency poses a primary risk to us. A

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hypothetical 10% decreaseUSD. Changes in the exchange rates for each ofbetween USD and the foreignother currencies in which such liabilities are denominated can create fluctuations in our reported consolidated statements of operations and cash flows.

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As of December 31, 2021, we estimate that a portion of our revenues is denominated5% appreciation (depreciation) in USD would result in a 2.2% decreasechange in our overall revenues for the year ended December 31, 2017.

net loss of approximately $1.9 million.

Interest rate risk

We enter into short-duration foreign currency forward contractscurrently have no outstanding variable interest rate bearing debt and accordingly, we are not exposed to mitigate ourvariability in interest expense and cash flows due to interest rate changes.

Credit risk

Our exposure to non-local currency operating working capital. We are also exposed to market risk on our forward contracts related to potential non-performance by our counterparty. It is our policy to enter into derivative contracts with counterparties that are creditworthy institutions.

We account for our derivative activities under the accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations.

As of December 31, 2017 and 2016, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):

Foreign Currency		Notional Amount				Contractual Exchange Rate			Fair Value at December 31, 2017
Canadian dollar		$	6,226			1.2850			$	(165	)
Euro		5,326				1.1836			(101		)
Norwegian krone		6,212				8.3704			(157		)
Pound sterling		6,039				1.3419			(64		)
									$	(487	)

Foreign Currency		Notional Amount				Contractual Exchange Rate			Fair Value at December 31, 2016
Canadian dollar		$	4,553			1.3179			$	74
Euro		4,753				1.0563			(11		)
Euro		2,558				1.0659			(24		)
Norwegian krone		3,643				8.5101			38
Pound sterling		3,908				1.2607			69
									$	146

Based on the derivative contracts that were in place as of December 31, 2017, a simultaneous 10% weakening of the U.S. dollar as compared to the Canadian dollar, Euro, Norwegian krone, and Pound sterling would result in a $2.6 million decrease in the market value of our forward contracts.

Interest Rate Risk

As of December 31, 2017, we did not have an outstanding funded debt balance under the Credit Facility. If we borrow under the Credit Facility in the future, we will be exposed to changes in interest rates on our floating rate borrowings under the Credit Facility. Although we do not currently utilize interest rate derivative instruments to reduce interest rate exposure, we may do so in the future.

Customer Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk is primarily through cash and cash equivalents, restricted cash and accounts receivable, including unbilled balances. Our liquid assets are trade receivables. invested in cash, with a mix of local and international banks, and highly rated, short-term money market deposits generally with original maturities of less than 90 days. We monitor the ratings of such investments and mitigate counterparty risks as appropriate.

We extend credit to customers and other parties in the normal course of business. International sales also presentbusiness and are thus subject to concentrations of customer credit risk. We have established various risksprocedures to manage our credit exposure, including governmental activities that may limit or disrupt marketscredit evaluations and restrict the movement of funds. We operate in approximately 50 countries and, as a result, our accounts receivables are spread over many countries and customers.

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maintaining an allowance for credit losses. We are also exposed to credit risk because our customers are concentrated in the oil and natural gas industry. This concentration of customers may impactimpacts overall exposure to credit risk either positively or negatively, because our customers may be similarly affected by changes in economic and industry conditions, including sensitivity to commodity prices. While current energy prices are important contributors to positive cash flow for our customers, expectations about future prices and price volatility are generally more important for determining future spending levels. However, any prolonged increase or decreasechanges in oil and natural gas prices affectsprices. We operate in more than 60 countries and as such, our receivables are spread over many countries and customers. Accounts receivable in Algeria and the levelsU.S. represented approximately 23% and 12%, respectively, of exploration, developmentour net accounts receivable balance at December 31, 2021. No other country accounted for greater than 10% of our accounts receivable balance. Our customer base is comprised of a large number of IOC, NOC, Independents and production activity, as well as the entire health of theservice partners from all major oil and natural gas industrylocations around the world. The majority of our accounts receivable are due for payment in less than 90 days and can therefore negatively impact spending by our customers.

largely comprise amounts receivable from IOCs and NOCs. We closely monitor accounts receivable and raise provisions for expected credit losses where it is deemed appropriate.

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Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS           Page Management's Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm – Deloitte & Touche LLP (PCAOB ID 34)   5659 Report of Independent Registered Public Accounting Firm – Ernst & Young LLP  (PCAOB ID 42)   5762 Consolidated Balance Sheets as of December 31, 2017 and 2016 59 Consolidated Statements of Operations for the Years Ended December 31, 2017, 20162021, 2020 and 2015 2019   6063 Consolidated Statements of Comprehensive Income (Loss)Loss for the Years Ended December 31, 2017, 20162021, 2020 and 2015 2019   6164 Consolidated StatementsBalance Sheets as of Stockholders' Equity for the Years EndedDecember 31, 2017, 20162021 and 2015 2020   6265 Consolidated Statements of Cash Flows for the Years EndedDecember 31, 2017, 20162021, 2020 and 2015 2019   6366 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019 67 Notes to the Consolidated Financial Statements   6468 58 55 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Management's Report on Internal Control Over Financial Reporting Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2017. The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein. 56Table of Contents Report of Independent Registered Public Accounting Firm To the stockholders and the Board of Supervisory Directors and Stockholders of Frank’s InternationalExpro Group Holdings N.V. Opinions Opinion on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Frank’s InternationalExpro Group Holdings N.V. and its subsidiaries (the "Company") as of December 31, 20172021 and 2016,and2020, the related consolidatedstatements of operations, comprehensive income (loss),loss, stockholders’ equity, and cash flows, for each of the three years in the periodthen ended,December 31, 2017, including and the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”"financial statements").We also have audited the Company's internal control over financial reporting as ofDecember 31, 2017, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated2021 and 2020 financial statements referred to above present fairly, in all material respects, the financial position of the Company as ofDecember 31, 20172021 and 2016,2020, and the results of itsoperations and its cash flows for each of the three years in the periodthen ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also The consolidated financial statements of the Company for the year ended December 31, 2019, before the effects of the adjustments to retrospectively apply the change in accounting related to the reverse stock split discussed in Note 1 to the financial statements, were audited by other auditors whose report, dated March 17, 2020, except for Notes 2 and 5, as to which the date was March 26, 2021, expressed an unqualified opinion on those statements. We have also audited the adjustments to the 2019 consolidated financial statements to retrospectively apply the change in accounting for the reverse stock split in 2021, as discussed in Note 1 to the financial statements. Our procedures included (1) comparing the amounts shown in the per share disclosures for 2019 to the Company’s underlying accounting analysis, (2) comparing the previously reported shares outstanding and the related balance sheet and income statement amounts per the Company’s accounting analysis to the previously issued consolidated financial statements, and (3) recalculating the decrease of shares to give effect to the reverse stock split and testing the mathematical accuracy of the underlying analysis. In our opinion, such retrospective adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any other procedures to the 2019 consolidated financial statements of the Company maintained,other than with respect to the retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2019 consolidated financial statements taken as a whole. We have also audited, in all material respects, effectiveaccordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017,2021, based on criteria established in Internal Control -— Integrated Framework(2013)issued by the COSO. Change in Accounting Principle As discussed in Note 1 to the accompanying consolidated financial statements, the Company changed the manner in which it accounts for goodwill impairment in 2017, and changed the impairment testing date for twoCommittee of its reporting units from December 31 to October 31. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessmentSponsoring Organizations of the effectiveness of internal control over financial reporting, included in the accompanyingManagement's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidatedfinancial statementsTreadway Commission and our report dated March 8, 2022, expressed an unqualified opinion on the Company's internal control over financial reportingreporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. fraud. Our audits of the consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Business combinations and dispositions – Frank’s International N.V. — Refer to Notes 1 and 3 to the financial statements Critical Audit Matter Description The Company completed the merger of Frank’s International N.V. (“Frank’s”) with Expro Group Holdings International Limited (“Legacy Expro”) for a total purchase price of $742.3 million on October 1, 2021 (the “Merger”). The purchase price was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values. The largest asset classes acquired include Property, plant and equipment (“PP&E”) and Intangible assets, for which fair value was determined based on the cost approach for buildings and improvements, leasehold improvements, air and gas compressors, bucking/torque machines, casing/tubular running tools, cementing tools, downhole drilling tools, hydraulic hammers, oil & gas equipment, power generator assembly, power tongs, slip assembly, stabbing guides, thread protectors, training rigs, welding & soldering equipment, tooling, furniture & fixtures, office equipment, computer hardware/software, forklifts, and light duty vehicles (collectively, “Real & Personal Property”); the market approach for land; and the income approach for trademarks, trade name Frank’s International, patented technology (casing running, completions, drilling tech, and cementing), IPR&D (casing running, completions, drilling tech, tubulars, cementing, and service tools), customer relationships, and assembled workforce (collectively, “Intangible Assets”). We identified the valuation of Real & Personal Property and Intangible Assets arising out of the Merger as a critical audit matter because of the estimates made by management to determine the fair value of these assets for purposes of recording the Merger. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our valuation specialists when performing audit procedures to determine the fair value of acquired Real & Personal Property under the cost approach, including estimating cost to replace or reproduce comparable assets adjusted for the remaining useful lives, land under the market approach, and Intangible Assets under the income approach, including forecasting of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method, estimating the discount rates used to approximate their current value, and estimating the useful lives based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized. 59 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the fair value of Real & Personal Property and Intangible Assets acquired as part of the Merger included the following, among others: ● We tested the design and implementation of controls over business combinations. ● With the assistance of our fair value specialists: o For Land and Real & Personal Property, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace or reproduce comparable assets, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management. o For Intangible Assets, we evaluated the reasonableness of the (1) valuation methodology, and (2) discount rate by testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management. o For Intangible Assets, we evaluated whether the estimated future cash flows used in the income approach were consistent with projections used by the Company, as well as evidence obtained in other areas of the audit. ● We considered any events or transactions occurring after the Merger date that may indicate a different valuation for the assets acquired and liabilities assumed. /s/ Deloitte & Touche LLP Houston, Texas   March 8, 2022 We have served as the Company's auditor since 2020. 60 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Expro Group Holdings N.V. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Expro Group Holdings N.V. and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021 of the Company and our report dated March 8, 2022, expressed an unqualified opinion on those financial statements. As described in Management’s Report on Internal Control Over Financial Reporting, appearing under Part II, Item 9A, management excluded from its assessment the internal control over financial reporting at Expro Group Holdings International Limited (“Legacy Expro”); rather it focused exclusively on the internal control over financial reporting related to ongoing Frank's International N.V. (“Legacy Frank’s”) operations. Accordingly, our audit did not include the internal control over financial reporting at Legacy Expro; rather it focused on the internal control over financial reporting related to ongoing Legacy Frank’s operations. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, appearing under Part II, Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions. 57 opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i)(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii)(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopersDeloitte & Touche LLP Houston, Texas March 8, 2022 61 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM February 27, 2018 Table of Contents To the stockholders and the Board of Directors of Expro Group Holdings N.V. Opinion on the Financial Statements We have audited, before the retrospective adjustments to the basic and diluted loss per share disclosure in Note 22 as a result of the reverse stock split disclosed in Note 1, the consolidated balance sheet of Expro Group Holdings International Limited (the “Company”) as of December 31, 2019, the related consolidated statement of operations, comprehensive loss, stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements, before the effects of the retrospective adjustments to the basic and diluted loss per share in Note 22 as a result of the reverse stock split disclosed in Note 1, referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. We were not engaged to audit, review or apply any procedures to the retrospective adjustments related to the basic and diluted loss per share in Note 22 as a result of the reverse stock split disclosure in Note 1 and, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2008. 2009. In 2020 we became the predecessor auditor. Reading, United Kingdom March 17, 2020, except for Notes 2 and 5, as to which the date is March 26, 2021. 62 58 Table of Contents EXPRO GROUP HOLDINGS N.V. Consolidated Statements of Operations (in thousands)     Year Ended December 31,       2021     2020     2019                             Total revenue   $ 825,762     $ 675,026     $ 810,064   Operating costs and expenses:                         Cost of revenue, excluding depreciation and amortization     (701,165 )     (566,876 )     (677,184 ) General and administrative expense, excluding depreciation and amortization     (73,880 )     (23,814 )     (29,360 ) Depreciation and amortization expense     (123,866 )     (113,693 )     (122,503 ) Impairment expense     0       (287,454 )     (49,036 ) Gain on disposal of assets     1,000       10,085       0   Merger and integration expense     (47,593 )     (1,630 )     0   Severance and other expense     (7,826 )     (13,930 )     (4,444 ) Total operating cost and expenses     (953,330 )     (997,312 )     (882,527 ) Operating loss     (127,568 )     (322,286 )     (72,463 ) Other income, net     3,992       3,908       226   Interest and finance expense, net     (8,795 )     (5,656 )     (3,300 ) Loss before taxes and equity in income of joint ventures     (132,371 )     (324,034 )     (75,537 ) Equity in income of joint ventures     16,747       13,589       9,639   Loss before income taxes     (115,624 )     (310,445 )     (65,898 ) Income tax (expense) benefit     (16,267 )     3,400       1,137   Net loss   $ (131,891 )   $ (307,045 )   $ (64,761 )                           Loss per common share:                         Basic and diluted   $ (1.64 )   $ (4.33 )   $ (0.91 ) Weighted average common shares outstanding:                         Basic and diluted     80,525,694       70,889,753       70,889,753    The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents  FRANK'S INTERNATIONAL N.V.  CONSOLIDATED BALANCE SHEETS  (In thousands, except share data)           December 31,   2017   2016 Assets       Current assets:       Cash and cash equivalents $ 213,015   $ 319,526 Short-term investments 81,021   — Accounts receivables, net 127,210   167,417 Inventories, net 76,420   139,079 Assets held for sale 3,792   — Other current assets 10,437   14,027 Total current assets 511,895   640,049         Property, plant and equipment, net 469,646   567,024 Goodwill 211,040   211,063 Intangible assets, net 33,895   45,083 Deferred tax assets, net —   79,309 Other assets 35,293   45,533 Total assets $ 1,261,769   $ 1,588,061         Liabilities and Equity       Current liabilities:       Short-term debt $ 4,721   $ 276 Accounts payable 33,912   16,081 Deferred revenue 4,703   18,072 Accrued and other current liabilities 74,973   64,950 Total current liabilities 118,309   99,379         Deferred tax liabilities 229   20,951 Other non-current liabilities 27,330   156,412 Total liabilities 145,868   276,742         Commitments and contingencies (Note 18)           Stockholders' equity:       Common stock, €0.01 par value, 798,096,000 shares authorized, 224,228,071 and 223,161,356 shares issued and 223,289,389 and 222,401,427 shares outstanding 2,814   2,802 Additional paid-in capital 1,050,873   1,036,786 Retained earnings 106,923   317,270 Accumulated other comprehensive loss (30,972 )   (32,977 ) Treasury stock (at cost), 938,682 and 759,929 shares (13,737 )   (12,562 ) Total stockholders' equity 1,115,901   1,311,319 Total liabilities and equity $ 1,261,769   $ 1,588,061 EXPRO GROUP HOLDINGS N.V. Consolidated Statements of Comprehensive Loss (in thousands)     Year Ended December 31,       2021     2020     2019   Net loss   $ (131,891 )   $ (307,045 )   $ (64,761 ) Other comprehensive income (loss):                         Actuarial gain (loss) on defined benefit plans     22,345       (9,356 )     (3,521 ) Plan curtailment / amendment credit recognized     0       5,510       0   Reclassified net remeasurement (loss) gains     (244 )     104       0   Amortization of prior service credit     (249 )     0       0   Income taxes on pension     0       (926 )     0   Other comprehensive income (loss)     21,852       (4,668 )     (3,521 ) Comprehensive loss   $ (110,039 )   $ (311,713 )   $ (68,282 )  The accompanying notes are an integral part of these consolidated financial statements. The accompanying notes are an integral part of these consolidated financial statements. 64 59 Table of Contents EXPRO GROUP HOLDINGS N.V. Consolidated Balance Sheets (in thousands, except share data)     December 31,       2021     2020   Assets                 Current assets                 Cash and cash equivalents   $ 235,390     $ 116,924   Restricted cash     4,457       3,785   Accounts receivable, net     319,286       193,600   Inventories     125,116       53,359   Assets held for sale     6,386       0   Income tax receivables     20,561       20,327   Other current assets     52,938       39,957   Total current assets     764,134       427,952                     Property, plant and equipment, net     478,580       294,723   Investments in joint ventures     57,604       45,088   Intangible assets, net     253,053       173,168   Goodwill     179,903       25,504   Operating lease right-of-use assets     83,372       57,247   Non-current accounts receivable, net     11,531       11,321   Other non-current assets     26,461       4,748   Total assets   $ 1,854,638     $ 1,039,751                     Liabilities and stockholders’ equity                 Current liabilities                 Accounts payable and accrued liabilities   $ 213,152     $ 136,242   Income tax liabilities     22,999       13,657   Finance lease liabilities     1,147       1,220   Operating lease liabilities     19,695       14,057   Other current liabilities     74,213       59,043   Total current liabilities     331,206       224,219                     Deferred tax liabilities, net     31,744       26,817   Post-retirement benefits     29,120       57,946   Non-current finance lease liabilities     15,772       16,974   Non-current operating lease liabilities     73,688       58,585   Other non-current liabilities     75,537       43,226   Total liabilities     557,067       427,767                     Commitments and contingencies (Note 18)                                     Stockholders’ equity:                 Common stock, €0.06 nominal value, 200,000,000 and 70,889,753 shares authorized, 109,697,040 and 70,889,753 shares issued and 109,142,925 and 70,889,753 shares outstanding     7,844       585   Warrants     0       10,530   Treasury stock (at cost), 554,115 shares     (22,785 )     0   Additional paid-in capital     1,827,782       1,006,100   Accumulated other comprehensive income (loss)     20,358       (1,494 ) Accumulated deficit     (535,628 )     (403,737 ) Total stockholders’ equity     1,297,571       611,984   Total liabilities and stockholders’ equity   $ 1,854,638     $ 1,039,751   The accompanying notes are an integral part of these consolidated financial statements.  FRANK'S INTERNATIONAL N.V.  CONSOLIDATED STATEMENTS OF OPERATIONS  (In thousands, except per share data)                 Year Ended December 31,   2017   2016   2015 Revenues:           Services $ 364,061   $ 397,369   $ 766,252 Products 90,734   90,162   208,348 Total revenue 454,795   487,531   974,600             Operating expenses:           Cost of revenues, exclusive of depreciation and amortization           Services 223,222   246,652   384,842 Products 87,200   70,616   129,748 General and administrative expenses 163,704   171,887   174,479 Depreciation and amortization 122,102   114,215   108,962 Severance and other charges 75,354   46,406   35,484 Changes in contingent consideration —   —   (1,532 ) (Gain) loss on disposal of assets (2,045 )   1,117   (1,038 ) Operating income (loss) (214,742 )   (163,362 )   143,655             Other income (expense):           Derecognition of the tax receivable agreement liability 122,515   —   — Other income, net 1,763   4,170   5,791 Interest income, net 2,309   2,073   341 Mergers and acquisition expense (459 )   (13,784 )   — Foreign currency gain (loss) 2,075   (10,819 )   (6,358 ) Total other income (expense) 128,203   (18,360 )   (226 ) Income (loss) before income tax expense (benefit) (86,539 )   (181,722 )   143,429 Income tax expense (benefit) 72,918   (25,643 )   37,319 Net income (loss) (159,457 )   (156,079 )   106,110 Net income (loss) attributable to noncontrolling interest —   (20,741 )   27,000 Net income (loss) attributable to Frank's International N.V. $ (159,457 )   $ (135,338 )   $ 79,110 Preferred stock dividends —   (1 )   (2 ) Net income (loss) attributable to Frank's International N.V.  common shareholders $ (159,457 )   $ (135,339 )   $ 79,108             Dividends per common share: $ 0.225   $ 0.45   $ 0.60             Income (loss) per common share:           Basic $ (0.72 )   $ (0.77 )   $ 0.51 Diluted $ (0.72 )   $ (0.77 )   $ 0.50             Weighted average common shares outstanding:           Basic 222,940   176,584   154,662 Diluted 222,940   176,584   209,152 The accompanying notes are an integral part of these consolidated financial statements.65 60 Table of Contents EXPRO GROUP HOLDINGS N.V. Consolidated Statements of Cash Flows (in thousands)     Year Ended December 31,   Cash flows from operating activities:   2021     2020     2019   Net loss   $ (131,891 )   $ (307,045 )   $ (64,761 ) Adjustments to reconcile net loss to net cash provided by operating activities:                         Impairment expense     0       287,454       49,036   Depreciation and amortization expense     123,866       113,693       122,503   Equity in income of joint ventures     (16,747 )     (13,589 )     (9,639 ) Stock-based compensation expense     54,162       0       0   Changes in fair value of investments     (511 )     0       0   Elimination of unrealized profit on sales to joint ventures     174       2,085       3,558   Debt issuance expense     5,166       0       0   Gain on disposal of assets     (1,000 )     (10,085 )     0   Deferred taxes     (737 )     (20,596 )     (18,296 ) Unrealized foreign exchange     1,407       2,106       337   Changes in assets and liabilities:                         Accounts receivable, net     (20,256 )     38,486       (24,172 ) Inventories     906       2,780       (6,797 ) Other assets     12,683       532       (1,966 ) Accounts payable and accrued liabilities     5,371       (25,161 )     18,892   Other liabilities     (5,981 )     7,150       1,119   Income taxes, net     (2,056 )     (4,241 )     3,548   Dividends received from joint ventures     4,058       3,646       3,128   Other     (12,470 )     (6,824 )     4,719   Net cash provided by operating activities     16,144       70,391       81,209   Cash flows from investing activities:                         Capital expenditures     (81,511 )     (112,387 )     (104,062 ) Cash and cash equivalents and restricted cash acquired in the Merger     189,739       -       -   Proceeds from disposal of assets     3,818       15,614       10   Payment for acquisition of business, net of cash acquired     -       -       (47,882 ) Net cash provided by (used in) investing activities     112,046       (96,773 )     (151,934 ) Cash flows from financing activities:                         Proceeds from release of collateral deposits     162       2,271       28,280   Repayment of financed insurance premium     (227 )     0       0   Payments of loan issuance and other transaction costs     (5,123 )     (1,095 )     (3,036 ) Payment of withholding taxes on stock-based compensation plans     (818 )     0       0   Repayments of finance leases     (1,170 )     (1,801 )     (3,322 ) Net cash provided by (used in) financing activities     (7,176 )     (625 )     21,922   Effect of exchange rate changes on cash and cash equivalents     (1,876 )     631       566   Net increase (decrease) to cash and cash equivalents and restricted cash     119,138       (26,376 )     (48,237 ) Cash and cash equivalents and restricted cash at beginning of year     120,709       147,085       195,322   Cash and cash equivalents and restricted cash at end of year   $ 239,847     $ 120,709     $ 147,085    The accompanying notes are an integral part of these consolidated financial statements.  FRANK'S INTERNATIONAL N.V.  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)  (In thousands)                 Year Ended December 31,   2017   2016   2015             Net income (loss) $ (159,457 )   $ (156,079 )   $ 106,110 Other comprehensive income (loss):       Foreign currency translation adjustments 2,345   546   (14,039 ) Marketable securities:     Unrealized gain (loss) on marketable securities (103 )   1,214   (1,500 ) Reclassification to net income (395 )   —   — Deferred tax asset / liability change 158   (418 )   314 Unrealized gain (loss) on marketable securities, net of tax (340 )   796   (1,186 ) Total other comprehensive income (loss) 2,005   1,342   (15,225 ) Comprehensive income (loss) (157,452 )   (154,737 )   90,885 Less: Comprehensive income (loss) attributable to noncontrolling interest —   (20,180 )   23,120 Add: Transfer of Mosing Holdings interest to FINV attributable to comprehensive loss (See Note 13) —   (8,203 )   — Comprehensive income (loss) attributable to Frank's International N.V. $ (157,452 )   $ (142,760 )   $ 67,765 The accompanying notes are an integral part of these consolidated financial statements.66 61 Table of Contents EXPRO GROUP HOLDINGS N.V. Consolidated Statements of Stockholders’ Equity (in thousands)                                             Accumulated                                                       Additional     other             Total       Common stock     Treasury             paid-in     comprehensive     Accumulated     Stockholders’       Shares     Value     Stock     Warrants     capital     income (loss)     deficit     Equity   Balance at January 1, 2019     70,890     $ 585     $ 0     $ 10,530     $ 1,006,100     $ 6,695     $ (31,078 )   $ 992,832   Net loss     -       0       0       0       0       0       (64,761 )     (64,761 ) Other comprehensive loss     -       0       0       0       0       (3,521 )     0       (3,521 ) Balance at December 31, 2019     70,890     $ 585     $ 0     $ 10,530     $ 1,006,100     $ 3,174     $ (95,839 )   $ 924,550                                                                     Adoption of ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”)     -       0       0       0       0       0       (853 )     (853 ) Net loss     -       0       0       0       0       0       (307,045 )     (307,045 ) Other comprehensive loss     -       0       0       0       0       (4,668 )     0       (4,668 ) Balance at December 31, 2020     70,890     $ 585     $ 0     $ 10,530     $ 1,006,100     $ (1,494 )   $ (403,737 )   $ 611,984                                                                     Net loss     -       0       0       0       0       0       (131,891 )     (131,891 ) Other comprehensive income     -       0       0       0       0       21,852       0       21,852   Stock-based compensation expense     -       0       0       0       54,162       0       0       54,162   Common shares issued upon vesting of share-based awards     741       16       0       0       (16 )     0       0       0   Treasury shares withheld     (554 )     0       (818 )     0       0       0       0       (818 ) Cancellation of Legacy Expro common stock     -       (585 )     0       0       585       0       0       0   Cancellation of warrants     -       0       0       (10,530 )   �� 10,530       0       0       0   Merger     38,066       7,828       (21,967 )     0       756,421       0       0       742,282   Balance at December 31, 2021     109,143     $ 7,844     $ (22,785 )   $ 0     $ 1,827,782     $ 20,358     $ (535,628 )   $ 1,297,571    The accompanying notes are an integral part of these consolidated financial statements. FRANK'S INTERNATIONAL N.V. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands)                                                   Accumulated                       Additional       Other       Non-   Total   Common Stock   Paid-In   Retained   Comprehensive   Treasury   controlling   Stockholders'   Shares   Value   Capital   Earnings   Income (Loss)   Stock   Interest   Equity Balances at December 31, 2014 154,327   $ 2,033   $ 683,611   $ 545,357   $ (14,210 )   $ (4,801 )   $ 260,546   $ 1,472,536 Net income —   —   —   79,110   —   —   27,000   106,110 Foreign currency translation adjustments —   —   —   —   (10,462 )   —   (3,577 )   (14,039 ) Unrealized loss on marketable securities —   —   —   —   (883 )   —   (303 )   (1,186 ) Equity-based compensation expense —   —   28,600   —   —   —   —   28,600 Distributions to noncontrolling interest —   —   —   —   —   —   (43,539 )   (43,539 ) Common stock dividends ($0.60 per share) —   —   —   (92,844 )   —   —   —   (92,844 ) Preferred stock dividends —   —   —   (2 )   —   —   —   (2 ) Common shares issued upon vesting of share-based awards 1,070   12   (12 )   —   —   —   —   — Common shares issued for employee stock purchase plan (ESPP) 20   —   287   —   —   —   —   287 Treasury shares withheld (271 )   —   —   —   —   (4,497 )   —   (4,497 ) Balances at December 31, 2015 155,146   $ 2,045   $ 712,486   $ 531,621   $ (25,555 )   $ (9,298 )   $ 240,127   $ 1,451,426 Net loss —   —   —   (135,338 )   —   —   (20,741 )   (156,079 ) Foreign currency translation adjustments —   —   —   —   165   —   381   546 Unrealized gain on marketable securities —   —   —   —   616   —   180   796 Equity-based compensation expense —   —   15,978   —   —   —   —   15,978 Distributions to noncontrolling interest —   —   —   —   —   —   (8,027 )   (8,027 ) Common stock dividends ($0.45 per share) —   —   —   (79,012 )   —   —   —   (79,012 ) Preferred stock dividends —   —   —   (1 )   —   —   —   (1 ) Transfer of Mosing Holdings interest to FINV —   —   239,871   —   (8,203 )   —   (211,920 )   19,748 Common shares issued on conversion of Series A preferred stock 52,976   597   —   —   —   —   —   597 Common shares issued upon vesting of share-based awards 1,644   19   (19 )   —   —   —   —   — TRA and associated deferred taxes —   —   (76,409 )   —   —   —   —   (76,409 ) Common shares issued for ESPP 76   1   972   —   —   —   —   973 Blackhawk acquisition 12,804   140   143,907   —   —   —   —   144,047 Treasury shares withheld (245 )   —   —   —   —   (3,264 )   —   (3,264 ) Balances at December 31, 2016 222,401   $ 2,802   $ 1,036,786   $ 317,270   $ (32,977 )   $ (12,562 )   $ —   $ 1,311,319 Net loss —   —   —   (159,457 )   —   —   —   (159,457 ) Foreign currency translation adjustments —   —   —   —   2,345   —   —   2,345 Unrealized loss on marketable securities —   —   —   —   (340 )   —   —   (340 ) Equity-based compensation expense —   —   13,825   —   —   —   —   13,825 Common stock dividends ($0.225 per share) —   —   —   (50,154 )   —   —   —   (50,154 ) Common shares issued upon vesting of share-based awards 1,017   11   (11 )   —   —   —   —   — Common shares issued for ESPP 50   1   523   —   —   —   —   524 Treasury shares issued upon vesting of share-based awards 4   —   (84 )   —   —   66   —   (18 ) Treasury shares issued for ESPP 105   —   (166 )   (736 )   —   1,642   —   740 Treasury shares withheld (288 )   —   —   —   —   (2,883 )   —   (2,883 ) Balances at December 31, 2017 223,289   $ 2,814   $ 1,050,873   $ 106,923   $ (30,972 )   $ (13,737 )   $ —   $ 1,115,901 The accompanying notes are an integral part of these consolidated financial statements.67 62 Table of Contents EXPRO GROUP HOLDINGS N.V. FRANK'S INTERNATIONAL N.V. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)     Year Ended December 31,   2017   2016   2015 Cash flows from operating activities           Net income (loss) $ (159,457 )   $ (156,079 )   $ 106,110 Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities           Derecognition of the TRA liability (122,515 )   —   — Depreciation and amortization 122,102   114,215   108,962 Equity-based compensation expense 13,825   15,978   28,600 Loss on asset write-off and retirements 71,942   29,881   — Amortization of deferred financing costs 267   164   164 Deferred tax provision (benefit) 15,543   (27,536 )   4,868 Reversal of deferred tax assets associated with the TRA 46,874   —   — Provision for bad debts 950   11,581   228 (Gain) loss on disposal of assets (2,045 )   1,117   (1,038 ) Changes in fair value of investments (2,627 )   (1,123 )   741 Change in value of contingent consideration —   —   (1,532 ) Unrealized (gain) loss on derivative 634   64   (210 ) Realized loss on sale of investment 478   —   — Other (1,876 )   —   (3,909 ) Changes in operating assets and liabilities, net of effects from acquisitions           Accounts receivable 21,271   70,388   140,657 Inventories 12,102   27,379   41,502 Other current assets 8,677   4,039   16,981 Other assets 674   (692 )   1,333 Accounts payable 7,336   (3,485 )   (3,035 ) Deferred revenue (13,373 )   (39,659 )   (18,473 ) Accrued expenses and other current liabilities 8,438   (43,583 )   3,971 Other noncurrent liabilities (4,446 )   (13,480 )   1,838 Net cash provided by (used in) operating activities 24,774   (10,831 )   427,758 Cash flows from investing activities           Acquisition of Blackhawk (net of acquired cash) —   (150,437 )   — Acquisition of Timco Services, Inc. (net of acquired cash) —   —   (78,676 ) Purchase of property, plant and equipment (21,905 )   (42,127 )   (99,723 ) Proceeds from sale of assets and equipment 14,030   3,858   4,579 Purchase of investments (123,048 )   (1,003 )   (869 ) Proceeds from sale of investments 53,299   11,101   — Other (85 )   (307 )   — Net cash used in investing activities (77,709 )   (178,915 )   (174,689 ) Cash flows from financing activities           Repayments of borrowings (680 )   (7,201 )   (765 ) Proceeds from borrowings —   363   151 Cost of Series A convertible preferred stock conversion to common stock —   (595 )   — Dividends paid on common stock (50,154 )   (79,013 )   (92,844 ) Dividends paid on preferred stock —   (1 )   (2 ) Distribution to noncontrolling interest —   (8,027 )   (43,539 ) Treasury shares withheld (2,901 )   (3,264 )   (4,497 ) Proceeds from the issuance of ESPP shares 1,264   973   287 Net cash used in financing activities (52,471 )   (96,765 )   (141,209 ) Effect of exchange rate changes on cash (1,105 )   3,678   1,145 Net increase (decrease) in cash (106,511 )   (282,833 )   113,005 Cash and cash equivalents at beginning of period 319,526   602,359   489,354 Cash and cash equivalents at end of period $ 213,015   $ 319,526   $ 602,359 The accompanying notes are an integral part of these consolidated financial statements. 63 Notes to the Consolidated Financial Statements FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1—Basis of Presentation and Significant Accounting Policies Nature of 1.Business description On March 10, 2021, Frank’s International N.V. ("FINV"(“Frank’s”), a and New Eagle Holdings Limited, an exempted company limited liability company organizedby shares incorporated under the laws of the Netherlands,Cayman Islands and a direct wholly owned subsidiary of Frank’s (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Expro Group Holdings International Limited (“Legacy Expro”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, providing for the merger of Legacy Expro with and into Merger Sub in an all-stock transaction, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of Frank’s (the “Merger”). The Merger closed on October 1, 2021 (the “Closing Date”), and Frank's was renamed to Expro Group Holdings N.V. (the “Company”). The Merger was accounted for using the acquisition method of accounting with Legacy Expro being identified as the accounting acquirer. The consolidated financial statements of the Company reflect the financial position, results of operations and cash flows of only Legacy Expro for all periods prior to the Merger and of the combined company (including activities of Frank’s) for all periods subsequent to the Merger.  Further, the supervisory board of directors of Frank’s unanimously approved a 1-for-6 reverse stock split of Frank’s common stock, which was affected on October 1, 2021. All of the outstanding share numbers, nominal value, share prices and per share amounts in these consolidated financial statements have been retroactively adjusted to reflect the Exchange Ratio (as defined below) and the 1-for-6 reverse stock split for all periods presented, as applicable.  Pursuant to the Merger Agreement, as of the effective time of the Merger (the “Effective Time”), each outstanding ordinary share of common stock, par value $0.01 per share, of Legacy Expro was converted into the right to receive 1.2120 shares of common stock, nominal value €0.06 per share, of the Company (“Company Common Stock”). The number of shares of Company Common Stock received by the Legacy Expro shareholders was equal to 7.2720 (the “Exchange Ratio” as provided in the Merger Agreement) multiplied by the 1-for-6 reverse stock split ratio. Further, pursuant to the Merger Agreement, at the Effective Time, the articles of association of the Company (the “Company Articles”) were amended to increase the total authorized capital stock of the Company from 798,096,000 shares of Company Common Stock to 1,200,000,000 shares of Company Common Stock (200,000,000 shares of Company Common Stock on a post-reverse split basis) and to effect certain other amendments to the Company Articles contemplated by the Merger Agreement. On October 4, 2021, the first trading day following the closing of the Merger, the Company Common Stock began trading on a post-reverse split basis on the New York Stock Exchange under the new name and new ticker symbol “XPRO.” With roots dating to 1938, the Company is a global provider of highly engineered tubularenergy services tubular fabricationwith operations in approximately 60 countries. The Company’s portfolio of capabilities include products and specialtyservices related to well construction, well flow management, subsea well access, and well intervention solutions toand integrity. The Company's portfolio of products and services enhance production and improve recovery across the oil and gas industry. FINV provides services to leadingwell lifecycle, from exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells.through abandonment. 2.Basis of Presentation presentation and significant accounting policies Basis of presentation The consolidated financial statements of FINV for the years ended December 31, 2017, 2016Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements have been prepared using the U.S. dollar (“$” or “USD”) as the reporting currency. Basis of consolidation The consolidated financial statements reflect the accounts of the Company and 2015 include the activities of Frank's International C.V. ("FICV"), Blackhawk Group Holdings, LLC ("Blackhawk") and their wholly owned subsidiaries (collectively, "Company," "we," "us" and "our").its subsidiaries. All intercompany accountsbalances and transactions, including unrealized profits arising from them, have been eliminated for purposes of preparing these consolidated financial statements. Investments in which we do not have a controlling interest, but over which we do exercise significant influence, are accounted for under the equity method of accounting. 68 Table of Contents EXPRO GROUP HOLDINGS N.V. Our accompanying consolidated financial statements and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). In the opinion of management, these consolidated financial statements reflect all adjustments consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. The consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar. Reclassifications Certain prior-year amounts have been reclassified to conformNotes to the current year’s presentation. These reclassifications had no impact on our net income (loss), working capital, cash flows or total equity previously reported.Consolidated Financial Statements Historically, and through December 31, 2016, certain direct and indirect costs related to operations and manufacturing were classified and reported as general and administrative expenses ("G&A"). The historical classification was consistent with the information used by the Company’s chief operating decision maker ("CODM") to assess performance Use of the Company’s segments and make resource allocation decisions, and the classificationestimates Preparation of such costs within the consolidated statements of income was aligned with the segment presentation. Effective January 1, 2017, the company changed the classification of certain of these costs in its segment reporting disclosures and within the consolidated statements of income to reflect a change in the presentation of the information used by the Company’s CODM. This reclassification of costs between cost of revenue and G&A has no net impact to the consolidated statements of income or to total segment reporting. The change reflects the CODM's philosophy on assessing performance and allocating resources, as well as improves comparability to the Company's peer group. This is a change in costs classification and has been reflected retrospectively for all periods presented. 64 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of reclassifications to previously reported amounts (in thousands):     Year Ended December 31, 2016   Year Ended December 31, 2015     As previously reported   Reclassifications   As currently reported   As previously reported   Reclassifications   As currently reported Consolidated Statements of Operations                         Cost of revenues, exclusive of depreciation and amortization                         Services   $ 201,316   $ 45,336   $ 246,652   $ 304,473   $ 80,369   $ 384,842 Products   59,037   11,579   70,616   113,918   15,830   129,748 General and administrative expenses   228,802   (56,915 )   171,887   270,678   (96,199 )   174,479 Significant Accounting Policies Accounting Estimates The preparation of consolidated financial statements in conformityaccordance with accounting principles generally accepted in the United StatesU.S. GAAP requires managementus to make estimates and assumptions that affect the amounts reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date ofin the consolidated financial statements and the reported amountsaccompanying notes. Estimates and assumptions are used for, but are not limited to, determining the following: purchase price allocation on business combinations, valuation of revenuesintangible assets, expected credit losses, inventory valuation reserves, valuation of share warrants, impairment assessment of goodwill, income tax provisions, recovery of deferred taxes, actuarial assumptions to determine costs and expenses duringliabilities related to employee benefit plans and revenue recognition. While we believe that the reporting period. Actualestimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from these estimates. Accounts Receivable Revenue recognition We establish an allowancerecognize revenue from rendering of services over a period of time as the customer simultaneously consumes the benefit of the service while it is being rendered reflecting the amount of consideration to which the Company has a right to invoice. As part of rendering of services, the Company also provides rental equipment and personnel. Using practical expedients under Accounting Standards Update (“ASU”) 2014-09, the Company has elected not to separate non-lease components from the associated lease components and account for doubtful accountsthe combined component in accordance with the ASU 2014-09 with recognition over time. Revenue from the sale of goods is generally recognized at the point in time when the control has passed onto the customer which generally coincides with delivery and installation, where applicable. We also recognize revenue for “bill and hold” sales, associated with certain product sales, once the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is identified as the customer’s asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer. Where contractual arrangements contain multiple performance obligations, we analyze each performance obligation within the sales arrangement to determine whether they are distinct. The revenue for contracts involving multiple performance obligations is allocated to each distinct performance obligation based on various factors including historical experience, the current aging statusrelative selling prices and is recognized on satisfaction of each distinct performance obligation. Further, a small number of our customer accounts,contracts contain penalty provisions for late delivery and installation of equipment, downtime or other equipment functionality. These penalties are typically percentage reductions in the financial conditiontotal arrangement consideration, capped at a certain amount, or a reduction in the on-going service fee and are assessed as variable consideration in the contract. Revenue is recognized to depict the transfer of ourpromised services or goods to customers andin an amount that reflects the business and political environment inconsideration to which our customers operate. Provisions for doubtful accounts are recorded when it becomes probable that customer accounts are uncollectible. Cash and Cash Equivalents We consider all highly liquid financial instruments purchased with an original maturity of three months or lessthe Company expects to be cash equivalents. Throughout the year, we have cash balancesentitled in excess of federally insured limits deposited with various financial institutions.exchange for those services or goods. We have do not experienced any losses include tax amounts collected from customers in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents. Comprehensive Income Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments and unrealized gains and losses on marketable securities be presentedsales transactions as components of comprehensive income. The cumulative amounts recognized by us under these standards are reflected in the consolidated balance sheet as accumulated other comprehensive income, a component of stockholders’ equity. Contingencies Certain conditions may exist asrevenue. Foreign currency transactions The functional currency of all our subsidiaries is the date our consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. 65 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Derivative Financial Instruments     When we deem appropriate, we use foreign currency forward derivative contracts to mitigate the risk of fluctuations in foreign currency exchange rates. We use these instruments to mitigate our exposure to non-local currency working capital. We do not hold or issue financial instruments for trading or other speculative purposes. We account for our derivative activities under the provisions of accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations. Income (Loss) Per Share Basic income (loss) per share excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, short-term investments, trade accounts receivable, available-for-sale securities, derivative financial instruments, obligations under trade accounts payable and short -term debt. Due to their short-term nature, the carrying values for cash and cash equivalents, short-term investments, trade accounts receivable, trade accounts payable and short-term debt approximate fair value. Refer to Note 10 – Fair Value Measurements for the fair values of our available-for-sale securities, derivative financial instruments, and other obligations. Foreign Currency Translations and Transactions Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated using the exchange rates in effect at the balance sheet dates.USD. Gains and losses resulting from these translations are included in accumulated other comprehensive income within stockholders’ equity. For those foreign subsidiaries that have designated the U.S. dollar as the functional currency, gains and losses resulting from balance sheet remeasurement of foreign operationscurrency denominated monetary assets and liabilities are included in the consolidated statements of operations as incurred. Gains and losses resulting from transactions denominated in a foreign currency are also included in the consolidated statements of operations as incurred. 69 Table of Contents EXPRO GROUP HOLDINGS N.V. Goodwill Notes to the Consolidated Financial Statements Interest and finance expense, net Our interest and finance expense primarily consists of interest and other costs that we incur in connection with our revolving credit facility and finance lease liabilities. Costs incurred that are directly related to the raising of debt financing, together with any original issue discount or premium, are capitalized and recognized over the term of the loan or facility, using the effective interest method other than for those debt instruments that we elect to account for under the fair value option, in which case such costs are expensed in the period incurred. All other finance costs are expensed in the period they are incurred. Income taxes We use the asset and liability method to account for income taxes whereby we calculate the deferred tax asset or liability account balances using tax laws and rates in effect at that time. Under this method, the balances of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are recorded to reduce gross deferred tax assets when it is more likely than not that some portion or all of the gross deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and considered estimates regarding estimated future taxable income and ongoing achievable tax planning strategies. These estimates and judgments include some degree of uncertainty therefore changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets accordingly. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions. We operate in more than 60 countries and are subject to domestic and numerous foreign taxing jurisdictions. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions, and tax credits. Changes in tax laws, regulations or agreements in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year. Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions in which we operate, and these assessments can result in additional taxes. Estimating the outcome of audits and assessments by the tax authorities involves uncertainty. We review the facts of each case and apply judgments and assumptions to determine the most likely outcome and we provide for taxes, interest and penalties on this basis. In line with U.S. GAAP, we recognize the effects of a tax position in the consolidated financial statements when it is more likely than not that, based on the technical merits, some level of tax benefit related to a tax position will be sustained upon audit by tax authorities. Cash, cash equivalents and restricted cash We consider all highly liquid instruments with original maturities of three months or less at the time of purchase to be cash equivalents. Restricted cash primarily relates to bank deposits which have been pledged as cash collateral for certain guarantees issued by various banks or minimum cash balances which must be maintained in accordance with contractual arrangements. Accounts receivable, net Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date and unbilled receivables relating to customer transactions that have not yet been invoiced as of the balance sheet date. The carrying value of our receivables, net of expected credit losses, represents the estimated net realizable value. We have an extensive global customer base comprised of a large number of international oil companies, national oil companies, independent exploration and production companies and service partners that operate in all major oil and gas locations around the world. We estimate reserves for expected credit losses using information about past events, current conditions and risk characteristics of customers, and reasonable and supportable forecasts relevant to assessing risk associated with the collectability of accounts and unbilled receivables. Past-due receivables are written off when our internal collection efforts have been unsuccessful. 70 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Inventories Inventories are stated at the lower of cost or net realizable value. Cost comprises direct materials and where applicable, direct labor costs and overheads that have been incurred in bringing the inventories to their current location and condition which are calculated using the average cost method. We regularly evaluate the quantities and values of our inventories in light of current market conditions, market trends and other factors, and record inventory write-downs as appropriate. This evaluation considers historical usage, expected demand, product obsolescence and other factors. Market conditions are subject to change, and actual consumption of our inventory could differ from expected demand. Impairment of long-lived assets We assess long-lived assets, including our property, plant and equipment, for impairment whenever events or changes in business circumstances arise that may indicate that the carrying amount of our long-lived assets may not be recoverable. These events and changes can include significant current period operating losses or negative cash flows associated with the use of a long-lived asset, or group of assets, combined with a history of such factors, significant changes in the manner of use of the assets, and current expectations that it is more likely than not that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying values are in excess of undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset or asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted projected cash flow analysis of the asset or asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market for similar assets. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, an impairment equal to the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and projections may vary from the cash flows eventually realized, which could impact our ability to accurately assess whether an asset has been impaired. We consider a long-lived asset to be abandoned after we have ceased use of such asset and we have no intent to use or re-purpose the asset in the future. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation. Cost includes the price paid to acquire or construct the asset, required installation costs, interest capitalized during the construction period and any expenditure that substantially adds to the value of the asset, substantially upgrades the assets for an enhanced use or substantially extends the useful life of an existing asset. We expense costs related to the routine repair and maintenance of property, plant and equipment at the time we incur them. We capitalize interest as part of the cost of acquiring or constructing certain assets, to the extent incurred, during the period of time required to place the property, plant and equipment into service. When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognized on the consolidated statements of operations. We begin depreciation for such assets, including any related capitalized interest, once an asset is placed into operational service. We consider an asset to be placed into operational service when the asset is both in the location and condition for its intended use. We compute depreciation expense, with the exception of land, using the straight-line method on a net cost basis over the estimated useful lives of the assets, as presented in the table below. Land improvement - 12 years Buildings - Up to 40 years Leased property, including leasehold buildings - over the lesser of the remaining useful life or period of the lease Plant and equipment - 2 to 12 years Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively. 71 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements For property, plant and equipment that has been placed into service, but is subsequently idled, we continue to record depreciation expense during the idle period. We adjust the estimated useful lives of the idled assets if the estimated useful lives have changed. Goodwill Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than itsit’s carrying amount. If it is more likely than not that the fair value of the reporting unit is less 66 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. The amount of impairment for goodwill is measured as the excess of its carrying value over its fair value. During the fourth quarter of 2017, we elected to change the timing of our annual goodwill impairment testing from December 31 to October 31 for our U.S Services, International Services, Tubular Sales and Manufacturing reporting units. This accounting change is considered to be preferable because it allows for additional time to complete the annual goodwill impairment test, better aligns with our planning process, and synchronizes the testing date for all of our reporting units as October 31, which is the Blackhawk reporting unit's annual impairment testing date. This change did not result in adjustments to previously issued financial statements. No goodwill impairment was recorded for years ended December 31, 2017, 2016 and 2015. Our goodwill is allocated to our operating segments as follows: U.S. Services - approximately $16.2 million; Tubular Sales - approximately $2.4 million; Blackhawk - approximately $192.4 million. The inputs used in the determination of fair value are generally level 3 inputs. See Note 10 – Fair Value Measurements in these Notes to Consolidated Financial Statements for a discussion of fair value measures. Impairment of Long-Lived Assets Long-lived assets, which include property, plant and equipment, and certain other assets to be held and used by us, are reviewed when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable based on estimated future cash flows. If this assessment indicates that the carrying values will not be recoverable, as determined based on undiscounted cash flows over the remaining useful lives, an impairment loss is recognized based on the fair value of the asset. Income Taxes We operate under many legal forms in approximately 50 countries. As a result, we are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these different jurisdictions are taxed on various bases such as income before taxes, deemed profits (whichreporting unit is generally determined using a percentage of revenues ratherless than profits), and withholding taxesit’s carrying value, an impairment loss is recorded based on revenues. Determinationthat difference. We complete our assessment of taxable income in any jurisdiction requires the interpretationgoodwill impairment as of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions, or our level of operations or profitability in October 31 each taxing jurisdiction could have an impact upon the amount of income taxes that we provide during any given year. We provide for income tax expense based on the liability method of accounting for income taxes based on the authoritative accounting guidance. Deferred tax Intangible assets, and liabilities are recorded based upon temporary differences between the tax basis of assets and liabilities and their carrying values for financial reporting purposes, and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. Valuation allowances are established to reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. In determining the need for valuation allowances, we have made judgments and estimates regarding future taxable income. These estimates and judgments include some degree of uncertainty, and changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities and associated valuation allowances during the period. The impact of an uncertain tax position taken or expected to be taken on an income tax return is recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. 67 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Intangible Assets net Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets.assets, ranging from one year to fifteen years. We evaluate impairment of our intangible assets on an asset group basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value using a discounted cash flowsflow model and, if available, comparable market values. The following table provides information related to our Our intangible assets asare primarily associated with trademarks, customer relationships and contracts (“CR&C”), technology, and software.  Investments in joint ventures We use the equity method of December 31, 2017 and 2016 (in thousands):   December 31, 2017   December 31, 2016   Gross Carrying Amount   Accumulated Amortization   Total   Gross Carrying Amount   Accumulated Amortization   Total Customer relationships $ 39,050   $ (17,577 )   $ 21,473   $ 38,681   $ (11,452 )   $ 27,229 Trade name 11,407   (6,494 )   4,913   11,733   (3,648 )   8,085 Intellectual property 9,892   (2,463 )   7,429   9,748   (379 )   9,369 Non-compete agreement 1,160   (1,080 )   80   1,160   (760 )   400 Total intangible assets $ 61,509   $ (27,614 )   $ 33,895   $ 61,322   $ (16,239 )   $ 45,083 Amortization expenseaccounting for intangibles assets was $11.4 million, $3.5 million and $1.8 million for the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, estimated amortization expense for the intangible assets for eachour equity investments where we hold more than 20% of the next five years was as follows (in thousands): Period Amount 2018 $ 10,698 2019 10,111 2020 6,920 2021 5,503 2022 118 Thereafter 545 Total $ 33,895 Inventories Inventoriesownership interests of an investee that does not constitute a controlling interest or where we have the ability to significantly influence the operations or financial decision of the investee. Such equity investments are statedcarried on the consolidated balance sheets at cost plus post-acquisition changes in our share of net income, less dividends received and less any impairments. Our consolidated statements of operations reflect our share of income from the lowerjoint ventures’ results after tax. Any goodwill arising on the acquisition of cost (primarily average cost) or net realizable value. Work in progress and finished goods includea joint venture, representing the excess of the cost of materials, labor,the investment compared to the Company’s share of the net fair value of the acquired identifiable net assets, is included in the carrying amount of the joint venture and manufacturing overhead. Inventory placedis not amortized. The Company evaluates its investments in servicejoint ventures for potential impairment whenever events or changes in circumstances indicate that there may be a loss in the value of each investment that is eitherother than temporary. The results of the joint ventures are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies used in line with those of the Company, to take into account fair values assigned at the date of acquisition; and to reflect impairment losses where appropriate. Adjustments are also made in our consolidated financial statements to eliminate our share of unrealized gains and losses on transactions between us and our joint ventures. Fair value measurements We measure certain financial assets and liabilities at fair value at each balance sheet date and, for the purposes of impairment testing, use fair value to determine the recoverable amount of our non-financial assets. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by us. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value is reported in one of three levels: 72 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted market prices from active markets for identical assets or liabilities being measured; Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques; and Level 3 – Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use to price an asset or liability. When available, we use quoted market prices to determine the fair value of an asset or liability. We determine the policies and procedures for both recurring fair value measurements and non-recurring fair value measurements, such as impairment tests. At each reporting date, we analyze the movements in the values of assets and liabilities which are required to be remeasured or reassessed as per our accounting policies. For the purpose of fair value disclosures, we have determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above. Leases We have operating and finance leases primarily related to real estate, transportation and equipment. We determine if an arrangement is a lease at inception. Upon commencement of a lease, we recognize an operating lease right-of-use asset (“ROU Asset”) and corresponding operating lease liability based on the then present value of all lease payments over the lease term. ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. The accounting for some of our leases may require significant judgments, which includes determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options, which are considered as part of assessing the lease term if the extension or termination is deemed to be reasonably certain. Leases which meet the criteria of a finance lease in accordance with Accounting Standards Codification (“ASC”) 842Leases are capitalized and included in “Property, plant and equipment, or expensed based upon our capitalization policies. Marketable Securitiesnet” and Cash Surrender Value“Finance lease liabilities” on the consolidated balance sheets. Our lease contracts generally do not provide any guaranteed residual values. Payments related to finance leases are apportioned between the reduction of Life Insurance Policies Our marketable securitiesthe lease liability and finance expense in publicly traded equity securitiesthe consolidated statement of operations so as an indirect resultto achieve a constant rate of strategic investmentsinterest on the remaining balance of the liability. Leases which do not meet the definition of a finance lease are classified as available-for-saleoperating leases and are reported at fair value. See Note 7 – Other Assets. Unrealized gains and losses are reported as a component of stockholders’ equity. 68 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We also have cash surrender value of life insurance policies that are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations. Unrealized and realized gains and losses on marketable securities are included in other income on our consolidated statements of operations, net when realized. Any impairment loss to reduce an investment’s carrying amount to its fair market value is recognized in income when a decline in the fair market value of an individual security below its cost or carrying value is determined to be other than temporary. Realized gains (losses) on investments were $2.4 million, $1.1 millionOperating lease right-of-use assets and $(0.7) million for the years ended December 31, 2017, 2016 and 2015, respectively. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Expenditures for significant improvements and betterments are capitalized when they enhance or extend the useful life of the asset. Expenditures for routine repairs and maintenance, which do not improve or extend the life of the related assets, are expensed when incurred. When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognizedoperating lease liabilities on the consolidated statements of operations. Depreciation on fixed assetsbalance sheets. Lease expense is computed using the straight-line method over the estimated useful lives of the individual assets. Leasehold improvements are amortizedrecognized on a straight-line basis over the shorter of theirthe estimated useful liveslife of the underlying asset or the lease term. Depreciation expense was $110.7 million, $110.7 million We do not separate lease and $107.2 millionnon-lease components for all classes of leased assets. Also, leases with an initial term of one year or less are not recorded on the consolidated balance sheets. 73 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Post-retirement benefits Defined Benefit Plans The cost of providing benefits under defined benefit plans are determined separately for each plan using the projected unit credit method, which attributes entitlement to benefits to the current and prior periods. Both current and past service costs are recognized in net income (loss) as they arise. The interest element of the defined benefit cost represents the change in present value of plan obligations resulting from the passage of time and is determined by applying a discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-term market returns on plan assets, adjusted for the years ended December 31, 2017, 2016effect on the fair value of plan assets of contributions received and 2015, respectively. Revenue Recognition All revenue isbenefits paid during the year. We initially recognize actuarial gains and losses as other comprehensive income in the year they arise. Where the net cumulative actuarial gains or losses for a plan exceeds 10 percent of that plan’s gross pension liability, or asset if higher, the amount of gains or losses above the 10 percent threshold are recognized when allin the consolidated statement of operations as a component of net pension costs (over the expected remaining working lives of the following criteria have been met: (1) evidenceplan’s active participants or the remaining lives of an arrangement exists; (2) deliveryplan members in the event the plan is no longer active), which is included in “Cost of revenue, excluding depreciation and amortization.” The defined benefit pension asset or liability on the consolidated balance sheets comprise the total for each plan of the present value of the defined benefit obligation using a discount rate based on high quality corporate bonds less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information and acceptance byin the customer has occurred; (3)case of quoted securities is the pricepublished bid price. Defined Contribution Plans The costs of providing benefits under a defined contribution plan are expensed at the time contributions become payable to the customer is fixed or determinable; and (4) collectability is reasonably assured,respective plan. Stock-based compensation Effective as follows: Services Revenue. We provide tubular and other well construction services to clients in of October 1, 2021, the oil and gas industry. We perform services either under direct service purchase orders or master service agreements. Service revenue is recognized as services are performed or rendered. International service hours are billed per man hour, per day or similar basis. U.S. services are billed on, i) Offshore - per day or similar basis. ii) Land - per man hour or on a project basis. Blackhawk services are billed primarily on a per day basis for both domestic and international. We design and manufacture a suite of highly technical equipment and products that we use in connection with providing our services to our customers, including high-end, proprietary tubular handling or well construction equipment. Substantially all equipment has a service element for personnel operating the equipment. We provide our equipment either under direct agreements or with customers with agreements in place. Revenue from equipment agreements is recognized as earned over the relevant period. International equipment is billed on a per month or similar basis. U.S. equipment is billed on, i) Offshore - per day or similar basis. ii) Land - on completion of a job or project basis. Blackhawk services are billed on, i) Offshore and Land - per day basis with some minimum days requirements. ii) International - negotiated contracts but are primarily based on monthly rates. 69 FRANK’S INTERNATIONALExpro Group Holdings N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For customers contracted under direct service purchase orders and direct agreements, an accrual is recorded in unbilled accounts receivable for revenue earned but not yet invoiced. Tubular Sales and Blackhawk Product Revenue. Revenue on tubular and Blackhawk product sales is recognized when the product has shipped and significant risks of ownership have passed to the customer. The sales arrangements typically do not include right of return or other similar provisions or other post-delivery obligations. Some of our tubular sales and well construction customers have requested that we store pipe, connectors and other products purchased from us in our facilities. We considered whether revenue should be recognized on these sales under the “bill and hold” guidance provided by the SEC Staff; however, based upon the assessment performed, revenue recognition on these transactions totaling $4.7 million and $18.1 million was deferred at December 31, 2017 and 2016, respectively. Short‑term investments Short‑term investments consist of commercial paper, classified as held-to-maturity and a fund that primarily invests in short-term debt securities. These investments have original maturities of greater than three months but less than twelve months. At December 31, 2017, the carrying amount of our short-term investments was $81.0 million. Stock-Based Compensation Our 2013 Long-Term Incentive Plan, As Amended and Restated, provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units ("RSUs"(“RSUs”), performance restricted stock units ("PRSUs"(“PRSUs”), dividend equivalent rights and other types of equity and cash incentive awards to employees, non-employeenonemployee directors and service providers. Stock-based compensation expense is measured at the grant date of the share-based awards based on their fair value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in cost of revenue and general and administrative expenseexpenses in the consolidated statements of operations. Our stock-based compensation currently consists of RSUs and PRSUs.  We do not estimate expected forfeitures, but recognize them as they occur. The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate. The grant date fair value and compensation expense of PRSU grants is estimated based on a Monte Carlo simulation using the Company'sCompany’s closing stock price as of the day before the grant date usingdate. 74 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements In October 2018, Legacy Expro established the Expro Group Holdings International Limited 2018 Management Incentive Plan (the “Management Incentive Plan”) which was comprised of the following stock-based compensation awards: (a) stock options to non-executive directors and key management personnel and (b) restricted stock units, each of which were assumed by the Company in connection with the Merger. Due to the Merger, the Company recorded stock-based compensation expense based on the fair value on the Closing Date to the extent each award was fully vested. Compensation expense associated with those awards that have a Monte Carlo simulation. requisite service period remaining as of the Closing Date will be recognized on a straight-line basis over the remaining requisite service period based on the Closing Date fair value. Research and development Research and development costs are expensed as incurred and relate to spending for new product development and innovation and includes internal engineering, materials and third-party costs. We incurred $6.7 million, $10.4 million and $14.4 million of research and development costs for the years ended December 31, 2021, 2020 and 2019, respectively, which are included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations. Income (loss) per share Basic income (loss) per share excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock. Recent accounting pronouncements Accounting Pronouncements guidance adopted Changes to GAAP are established by the Financial Accounting Standards Board ("FASB"(“FASB”) in the form of accounting standards updates ("ASUs")ASUs to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all ASUs.accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations orand cash flows. In May 2017, August 2018, the FASB issued guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a changeused ASU2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the terms and conditions of a share-based payment award. The guidance is effectiveDisclosure Requirements for annual periods beginning after December 15, 2017, including interim periods within those periods. The amendmentsDefined Benefit Plans, which required the following additional disclosures in this guidance should be applied prospectively to an award modified on or after the adoption date. financial statements. ● The weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates; ● An explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period; ● The projected benefit obligation and fair value of plan assets for plans with projected benefit obligations in excess of plan assets; and ● The accumulated benefit obligation and fair value of plan assets for plans with accumulated benefit obligations in excess of plan assets. We adopted the guidance on January 1, 2018 and the2021. The adoption of this guidance resulted in additional disclosures related to our defined benefit pension obligations, however it did not have anany impact on our consolidatedresults of operations, financial statements.condition or liquidity. 75 Table of Contents EXPRO GROUP HOLDINGS N.V. In January 2017, Notes to the FASB issued guidance that simplifiesConsolidated Financial Statements 3.Business combinations and dispositions Frank’s International N.V. As discussed in Note 1, the Merger of Frank’s with Legacy Expro pursuant to the Merger Agreement was completed on October 1, 2021. U.S. GAAP requires the determination of the accounting for goodwill impairment. The guidance removes Step 2acquirer, the acquisition date, the fair value of assets and liabilities of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now beacquired and the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the 70 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS carrying amountresulting measurement of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standardMerger is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company has adopted the provisions of this new accounting guidance for the Company's annual goodwill impairment analysis for the year ended December 31, 2017. In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities,a reverse merger and Legacy Expro has been identified as the guidance is effectiveacquirer for annual periods beginning after December 15, 2017, including interim periods within those periods. We adopted the guidance on January 1, 2018 and the adoption did not have an impact on our consolidated financial statements. In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. We adopted the guidance on December 31, 2017 and the adoption did not have an impact on our consolidated financial statements. In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements. In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial statements and plan to adopt the new standard effective January 1, 2019. In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five step model that requires 71 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for two transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 2015, the FASB deferred the effective date to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date. We will adopt the new standard effective January 1, 2018 utilizing the modified retrospective method. Based on our ongoing analysis of the impacts of the new standard, we anticipate that recognition of revenue under the new revenue standard is consistent with the previous revenue standard, except for revenues from certain product sales with bill-and-hold arrangements in our Tubular Sales segment. Because of the change in accounting guidance related to bill-and-hold arrangements, we expect to recognize an immaterial increase to the opening balance of retained earnings as of January 1, 2018. Note 2—Noncontrolling Interest We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business.purposes. As a result, the financial resultsCompany has in accordance with ASC 805,Business Combinations, applied the acquisition method of FICV are consolidated with ours. We recorded a noncontrolling interest on our consolidated balance sheet with respectaccounting to account for Frank’s assets acquired and liabilities assumed. Applying the remaining economic interest in FICV held by Mosing Holdings. Net income (loss) attributable to noncontrolling interest onacquisition method of accounting includes recording the statements of operations represented the portion of earnings or losses attributable to the economic interest in FICV held by Mosing Holdings. The allocable domestic income (loss) from FICV to FINV is subject to U.S. taxation. Effective with the August 2016 conversion of all of Mosing Holdings' Series A preferred stock (see Note 12 – Preferred Stock), Mosing Holdings transferred all its interest in FICV to usidentifiable assets acquired and the noncontrolling interest was eliminated. As a result, the amount included in net income (loss) attributable to noncontrolling interestliabilities assumed at their fair values and recording goodwill for the year ended December 31, 2016 is through August 26, 2016. A reconciliationexcess of the consideration transferred over the net income (loss) attributable to noncontrolling interest is detailed as follows (in thousands):   Year Ended December 31,     2016   2015 Net income (loss)   $ (156,079 )   $ 106,110 Add: Net loss after Mosing Holdings contributed interest to FINV (1)   84,541   — Add: Provision (benefit) for U.S. income taxes of FINV (2)   (10,414 )   6,585 Less: (Income) loss of FINV (3)   23   (6,824 ) Net income (loss) subject to noncontrolling interest   (81,929 )   105,871 Noncontrolling interest percentage (4)   25.2 %   25.4 % Net income (loss) attributable to noncontrolling interest   $ (20,741 )   $ 27,000 (1) Represents net loss after August 26, 2016 when Mosing Holdings transferred its interest to FINV. (2) Represents income tax expense (benefit) of entities outside of FICV as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016. (3) Represents results of operations for entities outside of FICV as of August 26, 2016. (4) Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us. 72 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 3—Acquisitionaggregate fair value of the identifiable assets acquired and Divestitures Blackhawk Acquisition On November 1, 2016, we completed a transaction to acquire all outstanding shares in Blackhawk, the ultimate parent company of Blackhawk Specialty Tools LLC, pursuant to the terms of a definitive merger agreement ("Merger Agreement") dated October 6, 2016. Blackhawk is a leading provider of well construction and well intervention services and products. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk with Blackhawk, surviving the Merger as our wholly-owned subsidiary. liabilities assumed. The merger consideration was comprised of a combination of $150.4 million of cashbased on hand and 12.8 million shares of our common stock ("Common Stock"), on a cash-free, debt-free basis, for total consideration of $294.6 million (based on ourFrank’s closing share price on October 31, 2016the Closing Date. In a reverse merger involving only the exchange of $11.25 and including working capital adjustments). Accordingly, the results of Blackhawk's operations from November 1, 2016 are included in our consolidated financial statements. For the year ended December 31, 2016, Blackhawk contributed revenue of $10.0 million and operating losses of $7.4 million. In accordance with accounting guidance for business combinations, the unaudited pro forma financial information presented below assumes the acquisition was completed January 1, 2015, the first day of the fiscal year 2015. This unaudited pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place on the date presented and should not be taken as representative of our future consolidated results of operations. The unaudited pro forma financial information includes adjustments for amortization expense for identified intangible assets and depreciation expense based onequity, the fair value of the equity of the accounting acquiree may be used to measure consideration transferred if the value of the accounting acquiree’s equity interests are more reliably measurable than the value of the accounting acquirer’s equity interest. As Legacy Expro was a private company and estimated livesFrank’s was a public company with a quoted and reliable market price, the fair value of acquired property, plant and equipment. In addition,Frank’s equity interests was deemed to be more reliable. Under the acquisition related costs are excluded frommethod of accounting, total consideration exchanged was as follows:             Per share     Amount       Shares issued     Price     (in thousands)   Issuance of common stock attributable to Frank’s stockholders     38,066,216     $ 18.90     $ 719,452   Replacement of Frank’s equity awards                     7,830   Cash payment to Mosing Holdings LLC pursuant to the amended and restated tax receivable agreement                     15,000   Total Merger Consideration Exchanged                   $ 742,282   76 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the unaudited pro forma financial information.Consolidated Financial Statements The following table shows our unaudited financial information forsets forth the years ended December 31, 2016 and 2015, respectively (in thousands, except per share amounts):     Pro Forma (Unaudited)     Year Ended December 31,     2016   2015 Revenue   $ 544,798   $ 1,109,559 Net income (loss) applicable to common shares   $ (161,527 )   $ 68,215 Income (loss) per common share:         Basic   $ (0.86 )   $ 0.41 Diluted   $ (0.86 )   $ 0.42 The Blackhawk acquisition was accounted for as a business combination. As described in Note 10 - Fair Value Measurements,preliminary allocation of the purchase price was allocatedmerger consideration exchanged to the fair value of assets acquiredidentifiable tangible and liabilities assumed based on a discounted cash flow model and goodwill was recognized for the excess consideration transferred over the fair value of the net assets. 73 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the preliminary and final purchase price allocations of the fair values of theintangible assets acquired and liabilities assumed as part of the Blackhawk acquisitionClosing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed ($ in thousands):     Amount             Cash and cash equivalents   $ 187,178   Restricted cash     2,561   Accounts receivables, net     112,234   Inventories     69,567   Assets held for sale     10,061   Income tax receivables     2,030   Other current assets     23,908   Property, plant and equipment     212,639   Goodwill     154,399   Intangible assets     104,791   Operating lease right-of-use assets     27,406   Other assets     20,494   Total assets     927,268   Accounts payable and accrued liabilities     81,959   Operating lease liabilities     8,344   Current income tax liabilities     8,932   Other current liabilities     19,918   Deferred tax liabilities     5,673   Non-current operating lease liabilities     19,607   Other non-current liabilities     40,553   Total Liabilities     184,986             Total Merger Consideration Exchanged   $ 742,282   Due to the recency and complexity of the Merger, these amounts are preliminary and subject to change as our fair value assessments are finalized. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation table above. The fair values of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands):     Preliminary purchase price allocation   Measurement period adjustments   Final purchase price allocation Current assets, excluding cash   $ 23,626   $ —   $ 23,626 Property, plant and equipment   45,091   55   45,146 Other long-term assets   3,139   —   3,139 Intangible assets   41,972   153   42,125 Assets acquired   $ 113,828   $ 208   $ 114,036 Current liabilities assumed   11,132   185   11,317 Other long-term liabilities   542   —   542 Liabilities assumed   $ 11,674   $ 185   $ 11,859 Fair value of net assets acquired   102,154   23   102,177 Total consideration transferred   294,563   —   294,563 Goodwill   $ 192,409   $ (23 )   $ 192,386 The amount allocated toidentifiable intangible assets was attributedwere prepared using an income valuation approach, which requires a forecast of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the following categories (in thousands):     December 31, 2016   Estimated Useful Lives in Years Intellectual property   $ 9,741   1-10 Customer relationships   24,024   5 Trade name   8,207   3     $ 41,972     Theseduration of time that benefits from these assets are expected to be realized. The intangible assets arewill be amortized on a straight-line basis whichover an estimated 10- to 15-year life. We expect annual amortization to be approximately $7.7 million associated with these intangible assets. Goodwill will not be amortized but rather subject to an annual impairment test, absent any indicators of impairment. Goodwill is presentedattributable to planned synergies expected to be achieved from the combined operations of Legacy Expro and Frank’s. Goodwill recorded in depreciationthe Merger is not expected to be deductible for tax purposes.  77 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Results of Frank’s for the period October 1, 2021 through December 31, 2021 The Company’s operating results for the period October 1, 2021 through December 31, 2021 include $112.1 million of revenue and amortization $32.9 million of net loss attributable to Frank’s. Unaudited Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the year ended December 31, 2021 and 2020 assume the Merger was completed as of January 1, 2020 (in our consolidated statementsthousands):     Year Ended December 31,       2021     2020   Unaudited pro forma revenues   $ 1,143,356     $ 1,065,384   Unaudited pro forma net loss   $ (121,546 )   $ (491,091 ) Estimated unaudited pro forma information is not necessarily indicative of operations. The intentionthe results that actually would have occurred had the Merger been completed on the date indicated or of this transaction was to augment our tubular services business by providing usfuture operating results. Merger and integration expense During the opportunity to diversify our offerings year ended December 31, 2021 and emerge as a leader in a new business line and a significantly larger addressable market. In addition to what we believe is a line of well-regarded, market leading, technically differentiated specialty cementation tools, Blackhawk also provides well intervention products through its line of brute packers and related products, and is continuing its development of products for onshore and offshore applications. In conjunction with2020, the merger, we created a fourth segment, Blackhawk, and recorded goodwill of $192.4 million in that segment. Divestitures In March 2017, we sold a fully depreciated aircraft for a total sales price of $1.3Company incurred $47.6 million and recorded a gain on sale$1.6 million of $1.3 million. In August 2017, we sold an additional aircraft for a net sales pricemerger and integration expense, which consist primarily of $4.9 million and recorded an immaterial loss. In September 2017, we sold a building in the Middle East for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million. 74 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In December 2017, we sold a building in Canada for a total sales price of $2.4 million and recorded a gain on sale of $0.3 million. We also sold our third and last aircraft for a total sales price of $0.7 million to a related party and recorded a gain on sale of $0.7 million. See Note 13 - Related Party Transactions for additional information. Note 4—Accounts Receivable, net Accounts receivable at December 31, 2017 and 2016 were as follows (in thousands):   December 31,   2017   2016 Trade accounts receivable, net of allowance of $4,777 and $14,337, respectively $ 83,482   $ 89,096 Unbilled receivables 25,670   30,882 Taxes receivable 11,305   42,870 Affiliated (1) 716   717 Other receivables 6,037   3,852 Total accounts receivable, net $ 127,210   $ 167,417 (1) Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income. Note 5—Inventories, net Inventories at December 31, 2017 and 2016 were as follows (in thousands):   December 31,   2017   2016         Pipe and connectors, net of allowance of $20,064 and $2,108, respectively $ 33,620   $ 102,360 Finished goods, net of allowance of $1,520 and $2,518, respectively 14,541   14,257 Work in progress 9,206   7,099 Raw materials, components and supplies 19,053   15,363 Total inventories, net $ 76,420   $ 139,079 Inventories are required to be stated at the lower of cost or net realizable value. During 2017, we recorded charges of $51.2 million to the financial statement line itemlegal fees, professional fees, integration, severance and other chargescosts directly attributable to the Merger. Below is a reconciliation of our liability balance associated with our severance plan initiated during 2021 related to the integration in connection with the Merger, which is included in “Other current liabilities” on the consolidated balance sheets (in thousands):     NLA     ESSA     MENA     APAC     Central     Total   Costs expensed during the year   $ 2,864     $ 4,117     $ 612     $ 1,171     $ 7,238     $ 16,002   Payments made during the year     (807 )     (1,615 )     (188 )     (554 )     (623 )     (3,787 ) Balance at December 31, 2021   $ 2,057     $ 2,502     $ 424     $ 617     $ 6,615     $ 12,215   Sale of assets On November 13, 2020, Legacy Expro entered into an agreement to transfer, sell and assign all rights, title and interest in and to certain identified tangible and intangible assets and liabilities relating to its pressure-control chokes product line for total cash consideration of $15.5 million and an additional earn-out consideration of up to a net realizable value adjustment, which impacted our Tubular Sales segment. The factors that led to these charges included new technology (external and internal), oil and gas prices below levels necessary for our customers to sanction a significant amountmaximum of new offshore projects$1.0 million, contingent upon certain criteria being met in the near-term andfollowing year. NaN contingent consideration was recognized during the year ended December 31, 2020. Legacy Expro recognized a change in customers' preferencesgain of $10.1 million for newer technologies which significantly impacted the year ended December 31, 2020 net realizableof the carrying value of our connectors inventory during 2017. Please see Note 19 - Severancethe assets transferred of $4.4 million and other charges for further discussion. 75 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6—Property, Plant and Equipment The following is a summarycosts directly attributable to the sale of property, plant and equipment at $1.0 million. As of December 31, 2017 and 2016 (in thousands):       December 31,   Estimated Useful Lives in Years   2017   2016             Land —   $ 15,314   $ 15,730 Land improvements (1) 8-15   14,594   9,379 Buildings and improvements (1) 39   119,380   73,211 Rental machinery and equipment 7   898,146   933,667 Machinery and equipment - other 7   55,049   60,182 Furniture, fixtures and computers 5   27,259   19,073 Automobiles and other vehicles 5   29,971   36,796 Aircraft 7   —   16,267 Leasehold improvements (1) 7-15, or lease term if shorter   10,030   8,027 Construction in progress - machinery and equipment and buildings (1) —   61,836   120,937       1,231,579   1,293,269 Less: Accumulated depreciation     (761,933 )   (726,245 ) Total property, plant and equipment, net     $ 469,646   $ 567,024 (1) See Note 13 - Related Party Transactions for additional information. During 2021, the third quarter of 2017, we committed to sell certain buildings inconditions upon which the Middle East region and determined those assets met the criteria to be classified as held for sale in our consolidated balance sheet.earn-out consideration was contingent were met. As a result, we reclassified the buildings, with a net book value of $4.1 million, from property, plant and equipment to assets held for sale andCompany recognized a $0.3gain of $1.0 million loss. No impairments were recognized duringfor the yearsyear ended December 31, 2017, 2016 or 2015. The following table presents the depreciation and amortization associated with each line for the periods ended December 31, 2017, 2016 and 2015 (in thousands): 2021. 78   December 31,   2017   2016   2015 Cost of revenues             Services   $ 102,212   $ 101,260   $ 95,825 Products   4,971   4,254   4,233 General and administrative expenses   14,919   8,701   8,904 Total   $ 122,102   $ 114,215   $ 108,962 76 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7—Other Assets Other assets at December 31, 2017 and 2016 consisted of the following (in thousands):   December 31,   2017   2016         Cash surrender value of life insurance policies (1) $ 30,351   $ 36,269 Deposits 2,564   2,343 Other 2,378   6,921     Total other assets $ 35,293   $ 45,533 (1) See Note 10 – Fair Value Measurements. Note 8—Accrued and Other Current Liabilities Accrued and other current liabilities at December 31, 2017 and 2016 consisted of the following (in thousands):   December 31,   2017   2016         Accrued compensation $ 25,510   $ 10,854 Accrued property and other taxes 16,908   19,740 Accrued severance and other charges 1,444   6,150 Income taxes 8,091   6,857 Accrued purchase orders and other 23,020   21,349 Total accrued and other current liabilities $ 74,973   $ 64,950 Note 9—Debt Credit Facility We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of our Credit Facility, we have the ability to increase the commitments to $150.0 million. At December 31, 2017 and 2016, we had no outstanding indebtedness under the Credit Facility. In addition, we had $2.8 million and $3.7 million in letters of credit outstanding as of December 31, 2017 and 2016, respectively. Our borrowing capacity is equal to 2.5x our Adjusted EBITDA less letters of credit outstanding under the Credit Facility. Our borrowing capacity under the Credit Facility could be reduced or eliminated depending on our future Adjusted EBITDA. Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equal to the higher of (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) the adjusted Eurodollar rate plus 1.00%, plus an applicable margin ranging from 0.50% to 1.50%, subject to adjustment based on the leverage ratio. Interest is in each case payable quarterly for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50%. Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios. The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our 77 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents EXPRO GROUP HOLDINGS N.V. lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions. The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in our credit agreement) of not more than 2.5 to 1.0; and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, the failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control. On April 28, 2017, the Company obtained a limited waiver under its Revolving Credit Agreement, dated August 14, 2013, by and among FICV (as borrower), Amegy Bank National Association (as administrative agent), Capital One, National Association (as syndication agent) and the other lenders party thereto (the "Credit Agreement"), of its leverage ratio and interest coverage ratio for the fiscal quarters ending March 31, 2017 and June 30, 2017 (the “Waiver”) in order to not be in default for the first quarter of 2017. The Company agreed to comply with the following conditions during the period from the effective date of the Waiver until the delivery of its compliance certificate with respectNotes to the fiscal quarter ending September 30, 2017: (i) maintain no less than $250.0 million in liquidity; (ii) abide by certain restrictions regarding the issuance of senior unsecured debt; and (iii) pay interest and commitment fees based on the highest “Applicable Margin” (as defined in the Credit Agreement) level. In connection with the Waiver, the Company paid a waiver fee to each lender that executed the Waiver equal to five basis points of the respective lender’s commitment under the Credit Agreement. As of December 31, 2017, we were in compliance with all financial covenants under the Credit Facility.Consolidated Financial Statements Citibank Credit Facility     In 2016, we entered into a three-year credit facility with Citibank N.A., UAE Branch in the amount of $6.0 million for issuance of standby letters of credit and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of December 31, 2017 and 2016, we had $2.6 million and $2.2 million in letters of credit outstanding. Insurance Notes Payable In 2017, we entered into three notes to finance our annual insurance premiums totaling $5.1 million. The notes bear interest at an annual rate of 2.3%with a final maturity date in October 2018. At December 31, 2017, the total outstanding balance was $4.7 million. Note 10—Fair Value Measurements We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. 4.Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. We are able to classify fair value balances based on the observability of these inputs. The authoritative guidance for fair value measurements establishes three levels of the fair value hierarchy, defined as follows: Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets. Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability. 78 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under the accounting guidance, the lowest level that contains significant inputs used in valuation should be chosen. Financial Assets and Liabilities Recurring Basis A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of December 31, 2017 2021 and 20162020, were as follows (in thousands):   Quoted Prices in Active Markets   Significant Other Observable Inputs   Significant Unobservable Inputs       (Level 1)   (Level 2)   (Level 3)   Total December 31, 2017               Assets:               Investments:               Cash surrender value of life insurance policies - deferred compensation plan $ —   $ 30,351   $ —   $ 30,351 Marketable securities - other 113   —   —   113 Liabilities:               Derivative financial instruments —   487   —   487 Deferred compensation plan —   26,797   —   26,797 December 31, 2016               Assets:               Derivative financial instruments $ —   $ 146   $ —   $ 146 Investments:               Cash surrender value of life insurance policies - deferred compensation plan —   36,269   —   36,269 Marketable securities - other 3,692   —   —   3,692 Liabilities:               Deferred compensation plan —   30,307   —   30,307 Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. At December 31, 2017 and 2016, derivative financial instruments are included in the financial statement line items accrued and other current liabilities and accounts receivable, net, respectively, in our consolidated balance sheets.     December 31, 2021       Level 1     Level 2     Level 3     Total   Assets:                                 Investments:                                 Cash surrender value of life insurance policies-                                 Deferred compensation plan   $ 0     $ 18,857     $ 0     $ 18,857   Non-current accounts receivable, net     0       11,531       0       11,531   Liabilities:                                 Deferred compensation plan     0       9,339       0       9,339   Finance lease liabilities     0       16,919       0       16,919       December 31, 2020       Level 1     Level 2     Level 3     Total   Assets:                                 Non-current accounts receivable, net   $ 0     $ 11,321     $ 0     $ 11,321   Liabilities:                                 Finance lease liabilities     0       18,194       0       18,194   Our investments associated with our deferred compensation plan at December 31, 2021 consist primarily of the cash surrender value of life insurance policies and is included in other assets on the consolidated balance sheets. The liability associated with our deferred compensation plan at December 31, 2021 is included in other liabilities on the consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-partythird-party broker statements, which are derived from the fair value of the funds'funds’ underlying investments. We also have marketable securities in publicly traded equity securities 79 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the consolidated balance sheets. 79 Table of Contents EXPRO GROUP HOLDINGS N.V. Assets and Liabilities Measured at Fair Value on a Notes to the Consolidated Financial Statements Non-recurring Basis We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations and assets identified as held for sale, as well as impairment related to goodwill and other long-lived assets. For business combinations, (see Note 3 - Acquisition and Divestitures), the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We perform ourhave the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment for eachdetermines whether it is more likely than not that a reporting unit by comparingunit’s fair value is less than its carrying amount. If it is more likely than not that the estimated fair value of eachthe reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the reporting unit’s carrying value, including goodwill. We estimate the fair value for each reporting unit using a discounted cash flow analysis based on management’s short-term and long-term forecastexistence of operating performance. This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expendituresimpairment and the timingamount of expected future cash flows based on market conditions. Ifimpairment loss. The test compares the estimated fair value of a reporting unit exceedswith its carrying amount, goodwillincluding goodwill. If the fair value of the reporting unit is not considered impaired. If theless than its carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded. recorded based on that difference.  When conducting an impairment test on long-lived assets, other than goodwill, we first compare estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount. If the undiscounted cash flows are less than the asset’s carrying amount, we then determine the asset'sasset’s fair value by using a discounted cash flow analysis. These analyses are based on estimates such as management’s short-term and long-term forecast of operating performance, including revenue growth rates and expected profitability margins, estimates of the remaining useful life and service potential of the asset, and a discount rate based on our weighted average cost of capital. For assets that meet the criteria to be classified as held for sale, a market approach is used to determine fair value based on third-party appraisal reports. The impairment assessments discussed above incorporate inherent uncertainties, including projected commodity pricing, supply and demand for our services and future market conditions, which are difficult to predict in volatile economic environments and could result in impairment chargesexpense in future periods if actual results materially differ from the estimated assumptions utilized in our forecasts. If crude oil prices decline significantly and remain at low levels for a sustained period of time, we could be required to record an impairment of the carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs. NaN impairment expense was recognized during the year ended December 31, 2021. The following table presents total amount of impairment expense recognized during the years ended December 31, 2020 and 2019 (in thousands):     2020     2019   Goodwill   $ 191,893     $ 26,422   Intangible assets, net     60,394       17,901   Property, plant and equipment, net     19,993       4,713   Operating lease right-of-use assets     15,174       0   Total   $ 287,454     $ 49,036   80 Table of Contents EXPRO GROUP HOLDINGS N.V. Other Fair Value Considerations Notes to the Consolidated Financial Statements Goodwill As of October 31, 2021, our annual testing date, we performed a qualitative assessment of our goodwill and determined there were no events or circumstances that indicated it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Accordingly, 0 impairment expense related to goodwill has been recorded during the year ended December 31, 2021. In March 2020, the Company observed a material increase in macro-economic uncertainty and a material decrease in oil and gas prices as a result of a combination of factors, including the substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the Organization of Petroleum Exporting Countries and other oil producing nations regarding limits on production. As a result, customers significantly decreased capital budgets and other spending, which significantly impacted our global outlook for the industry. We determined that these events constituted a triggering event that required us to perform a quantitative goodwill impairment assessment as of March 31, 2020 (“Testing Date”) and to review the recoverability of all our long-lived assets. We used the income approach to estimate the fair value of our reporting units, but also considered the market approach to validate the results. The carrying valuesincome approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using an estimated discount rate, or expected return, that a marketplace participant would have required as of the valuation date. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results and involves significant judgment in the selection of the appropriate peer group companies and valuation multiples. Under the income approach, we utilized third-party valuation advisors to assist us with these valuations. These analyses included significant judgment, including significant Level 3 assumptions related to management’s short-term and long-term forecast of operating performance, discount rates based on our consolidated balance sheetestimated weighted average cost of capital, revenue growth rates, profitability margins and capital expenditures. Our interim quantitative impairment test in 2020 determined the carrying value of certain of our reporting units exceeded their estimated fair value as of the Testing Date, which resulted in goodwill impairment expense of $191.9 million. Our annual quantitative impairment test in 2020 determined no further impairment to goodwill was to be recorded. Our annual quantitative impairment test in 2019 determined the carrying value of certain of our reporting units exceeded their estimated fair value as of the Testing Date, which resulted in goodwill impairment expense of $26.4 million. After recording of the impairment expense, the carrying value of certain of our impaired reporting units equaled their fair value whereas the estimated fair values of other reporting units was more than their carrying values. Long-lived Assets The Company did not identify any indicators of impairment related to our long-lived assets during the year ended December 31, 2021. In reviewing the recoverability of our long-lived assets during 2020 and 2019, we identified certain of our long-lived assets which exceeded their respective fair values and certain of our long-lived assets which were deemed to be no longer useable. As a result, during 2020 we recorded impairment expense of $20.0 million, $60.4 million and $15.2 million relating to our property, plant and equipment, intangible assets and operating lease right-of-use assets, respectively, and during 2019, we recorded impairment expense of $4.7 million and $17.9 million relating to our property, plant and equipment and intangible assets, respectively. Financial Instruments The estimated fair values of the Company’s financial instruments have been determined at discrete points in time based on relevant market information. The Company’s financial instruments consist of cash and cash equivalents, short-term investments, traderestricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities and interest-bearing loans. The carrying amounts of the Company’s financial instruments other than interest bearing loans approximate fair value due to the short-term nature of the items. The Company does not have any outstanding borrowings on its interest-bearing loans. 81 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements 5.Business segment reporting Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), which is our Chief Executive Officer, in deciding how to allocate resources and assess performance. Our operations are comprised of 4 operating segments which also represent our reporting segments and are aligned with our geographic regions as below: ● North and Latin America (“NLA”), ● Europe and Sub-Saharan Africa (“ESSA”), ● Middle East and North Africa (“MENA”), and ● Asia-Pacific (“APAC”). The following table presents our revenue disaggregated by our operating segments (in thousands):     Year Ended December 31,       2021     2020     2019   NLA   $ 193,156     $ 115,738     $ 174,058   ESSA     300,557       219,534       256,790   MENA     171,136       194,033       237,065   APAC     160,913       145,721       142,151   Total   $ 825,762     $ 675,026     $ 810,064   82 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Segment EBITDA Our CODM regularly evaluates the performance of our operating segments using Segment EBITDA, which we define as loss before income taxes adjusted for corporate costs, equity in income of joint ventures, depreciation and amortization expense, impairment expense, severance and other expense, gain on disposal of assets, foreign exchange losses, merger and integration expense, other income, interest and finance expense, net and stock-based compensation expense. The following table presents our Segment EBITDA disaggregated by our operating segments and reconciliation to loss before income taxes (in thousands):     Year Ended December 31,       2021     2020     2019   NLA   $ 32,254     $ 54     $ 15,031   ESSA     53,336       35,393       45,358   MENA     56,312       77,296       86,043   APAC     33,444       34,976       28,762   Total Segment EBITDA     175,346       147,719       175,194   Corporate costs     (66,153 )     (61,122 )     (67,498 ) Equity in income of joint ventures     16,747       13,589       9,639   Depreciation and amortization expense     (123,866 )     (113,693 )     (122,503 ) Impairment expense     0       (287,454 )     (49,036 ) Severance and other expense     (7,826 )     (13,930 )     (4,444 ) Stock-based compensation expense     (54,162 )     0       0   Gain on disposal of assets     1,000       10,085       0   Foreign exchange losses     (4,314 )     (2,261 )     (4,176 ) Merger and integration expense     (47,593 )     (1,630 )     0   Other income, net     3,992       3,908       226   Interest and finance expense, net     (8,795 )     (5,656 )     (3,300 ) Loss before income taxes   $ (115,624 )   $ (310,445 )   $ (65,898 ) 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. We are a Netherlands based company and we derive our revenue from services and product sales to customers primarily in the oil and gas industry. NaN single customer accounted for more than 10% of our revenue for the year ended December 31, 2021. One customer in our MENA operating segment accounted for 16% and 14% of our consolidated revenue for the years ended December 31, 2020 and 2019, respectively. The revenue generated in the Netherlands was immaterial for the years ended December 31, 2021, 2020 and 2019. Other than Norway, no individual country represented more than 10% of our revenue for the year ended December 31, 2021. Other than Algeria, no individual country represented more than 10% of our revenue for the year ended December 31, 2020. Other than Algeria and the U.S., no individual country represented more than 10% of our revenue for the year ended December 31, 2019. The following table presents total assets by geographic region and assets held centrally. Assets held centrally includes certain property plant and equipment, investments in joint ventures, collateral deposits, income tax related balances, corporate cash and cash equivalents, accounts receivable and other current liabilities and linesnon-current assets, which are not included in the measure of credit approximate fair values duesegment assets reviewed by the CODM:     December 31,       2021     2020   NLA   $ 561,482     $ 97,738   ESSA     370,638       221,683   MENA     358,465       284,635   APAC     231,087       173,688   Assets held centrally     332,966       262,007   Total   $ 1,854,638     $ 1,039,751   83 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to their short maturities.the Consolidated Financial Statements The following table presents our capital expenditures disaggregated by our operating segments (in thousands):     Year Ended December 31,       2021     2020   NLA   $ 6,426     $ 10,800   ESSA     11,151       35,421   MENA     14,553       37,000   APAC     19,958       16,413   Assets held centrally     29,423       12,753   Total   $ 81,511     $ 112,387     6.Revenue Disaggregation of revenue We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 5 above, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Additionally, we disaggregate our revenue into areas of capability. The following table sets forth the total amount of revenue by areas of capability as follows (in thousands):     Year Ended December 31,       2021     2020     2019   Well construction   $ 112,126     $ 0     $ 0   Well management     713,636       675,026       810,064   Total   $ 825,762     $ 675,026     $ 810,064   Contract balances We perform our obligations under contracts with our customers by transferring services and products in exchange for consideration. The timing of our performance often differs from the timing of our customers’ payments, which results in the recognition of receivables and deferred revenue. 84 Table of Contents Note 11— Derivatives EXPRO GROUP HOLDINGS N.V. We enter into short-duration foreign currency forward derivative contracts Notes to reduce the riskConsolidated Financial Statements Unbilled receivables are initially recognized for revenue earned on completion of foreign currency fluctuations. We use these instrumentsthe performance obligation which are not yet invoiced to mitigatethe customer. The amounts recognized as unbilled receivables are reclassified to accounts receivable upon billing. Deferred revenue represents the Company’s obligations to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer. Contract balances consisted of the following as of December 31, 2021 and December 31, 2020 (in thousands):     December 31,       2021     2020   Accounts receivable, net   $ 236,158     $ 159,421   Unbilled receivable   $ 94,659     $ 45,500   Deferred revenue   $ 17,038     $ 29,063   The Company recognized revenue of $15.4 million, $6.3 million and $8.9 million for the years ended December 31, 2021, 2020 and 2019, respectively, out of the deferred revenue balance as of the beginning of the applicable year. As of December 31, 2021, $15.7 million of our exposure to non-local currency operating working capital. We record these contracts at fair valuedeferred revenue was classified as current and is included in “Other current liabilities” on ourthe consolidated balance sheets, with the remainder classified as non-current and included in “Other non-current liabilities” on the consolidated balance sheets. Although Transaction price allocated to remaining performance obligations Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. We have elected the derivativepractical expedient permitting the exclusion of disclosing remaining performance obligations for contracts will serve asthat have an economic hedgeoriginal expected duration of one year or less and for our long-term contracts we have a right to consideration from customers in an amount that corresponds directly with the value to the customer of the performance completed to date. 7.Income taxes The components of income tax expense (benefit) for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):     Year Ended December 31,       2021     2020     2019   Current tax:                         Netherlands (2020 and 2019: U.K.)   $ 216     $ (707 )   $ 0   Foreign     16,777       17,883       17,160   Total current tax     16,993       17,176       17,160   Deferred tax:                         Netherlands (2020 and 2019: U.K.)     0       0       0   Foreign     (726 )     (20,576 )     (18,297 ) Total deferred tax     (726 )     (20,576 )     (18,297 ) Income tax expense (benefit)   $ 16,267     $ (3,400 )   $ (1,137 ) Following the closing of the Merger on October 1, 2021, the tax domicile of the Company changed from the U.K. to the Netherlands. As a result of this change in domicile due to the Merger, income tax expense (benefit) is split between the Netherlands and foreign tax jurisdictions for the year ended December 31, 2021 and between the U.K. and foreign tax jurisdictions for the year ended December 31,2020 and 2019. 85 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements The Netherland, U.K. and foreign components of loss from continuing operations before income taxes and equity in income of joint ventures for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):     Year Ended December 31,       2021     2020     2019   Netherlands (2020 and 2019: U.K.)   $ (19,190 )   $ 22,819     $ 33,071   Foreign     (113,181 )     (346,853 )     (108,608 ) Total   $ (132,371 )   $ (324,034 )   $ (75,537 ) A reconciliation of the differences between the income tax provision computed at the Netherlands statutory rate of 25% for the year ended December 31, 2021 and the U.K. statutory rate of 19% for the years ended December 31, 2020 and 2019 to loss from continuing operations before taxes and equity in joint ventures for the reasons below (in thousands):     Year Ended December 31,       2021     2020     2019   Statutory tax rate     25 %     19 %     19 %                           Income tax expense at statutory rate   $ (33,093 )   $ (61,566 )   $ (14,352 ) Permanent differences     14,123       122,815       10,322   Effect of overseas tax rates     10,583       (1,754 )     (4,961 ) Net tax charge related to attributes with full valuation allowance     28,607       (71,259 )     12,769   Exempt dividends from joint ventures     (1,014 )     14       0   Return to provision adjustments     (5,001 )     6,150       (6,446 ) Withholding taxes     1,995       984       876   Foreign exchange movements on tax balances     67       1,216       655   Income tax expense (benefit)   $ 16,267     $ (3,400 )   $ (1,137 )                           Effective tax rate     -12.3 %     1.0 %     1.5 % Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. The primary components of our deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows (in thousands):     December 31,       2021     2020   Deferred tax assets:                 Net operating loss carry forwards   $ 731,315     $ 484,695   Employee compensation and benefits     12,958       7,767   Depreciation     44,253       24,759   Other     34,734       19,987   Investment in partnership     51,890       0   Intangibles     22,980       0   Valuation allowance     (829,087 )     (512,711 ) Total deferred tax assets     69,043       24,497   Deferred tax liabilities:                 Depreciation     (1,935 )     (6,565 ) Goodwill and other intangibles     (42,784 )     (40,054 ) Investment in partnership     (48,856 )     0   Other     (7,212 )     (4,695 ) Total deferred tax liabilities     (100,787 )     (51,314 ) Net deferred tax liabilities   $ (31,744 )   $ (26,817 ) 86 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements We recognize a valuation allowance where it is more likely than not that some or all of the deferred tax assets will not be realized. The realization of a deferred tax asset is dependent upon the ability to generate sufficient taxable income in the appropriate taxing jurisdictions where the deferred tax assets are initially recognized. At December 31, 2021, we have maintained a valuation allowance with respect to substantially all U.S. foreign tax credit carryforwards as well as certain net operating loss carryforwards for various jurisdictions. The changes in valuation allowances were as follows (in thousands):     Year Ended December 31                                 2021     2020     2019   Balance at the beginning of the period   $ 512,711     $ 443,398     $ 507,159   Additions attributable to the Merger     187,319       0       0   Additions not attributable to the Merger     160,299       72,025       312   Reductions     (31,242 )     (2,712 )     (64,073 ) Balance at end of period   $ 829,087     $ 512,711     $ 443,398   As of December 31, 2021, the Company had approximately $664 million of U.S. operating losses of which $567 million will start to expire in 2036, and the balance does not expire. The Company also has approximately $1,840.3 million and $127.7 million of losses in the U.K. and Norway respectively which do not expire. It is our intention that all cash and earnings of our subsidiaries as of December 31,2021, are permanently reinvested and will be used to meet operating cash flow needs. Existing plans do not demonstrate a need to repatriate foreign cash to fund parent company activity, however, should we determine that parent company funding is required, we estimate that any such cash needs may be met without adverse tax consequences. We have performed an analysis of uncertain tax positions in the various jurisdictions in which we operate and concluded that we are adequately provided. Our tax filings are subject to regular audits by tax authorities in the various jurisdictions in which we operate. Tax liabilities are based on estimates, however due to the uncertain and complex application of tax legislation, the ultimate resolution of audits may be materially different to our estimates. The Company is subject to income taxation in many jurisdictions around the world. The following table presents the changes in our uncertain tax positions as of December 31, 2021 and 2020 (in thousands):     Year ended December 31       2021     2020   Balance at the beginning of the period   $ 35,377     $ 32,515   Additions attributable to the Merger     40,144       0   Additions based on tax positions related to current period not attributable to the Merger     5,774       2,182   Additions for tax positions of prior year period not attributable to the Merger     5,094       1,787   Settlements with tax authorities     (2,370 )     (665 ) Reductions for tax positions of prior years     (5,138 )     (763 ) Reductions due to the lapse of statute of limitations     (2,094 )     (188 ) Effect of changes in foreign exchange rates     (673 )     509   Balance at the end of the period   $ 76,114     $ 35,377   87 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements The amounts above include penalties and interest of $4.2 million and $1.7 million for the years ended December 31, 2021 and 2020, respectively. We classify penalties and interest relating to uncertain tax positions within income tax (expense) benefit in the consolidated statements of operations.  Approximately $30.1 million of our currency exchange risk exposure, they are unrecognized tax benefit relates to certain deductions and would only impact our rate if we were subsequently able to utilize operating loss carry-forwards. We do not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes foresee resolution of these positions in the faircoming 12 months. We have recognized uncertain tax positions of approximately $46.0 million and $35.4 million as of December 31, 2021 and 2020, respectively, included in “Other non-current liabilities” on the consolidated balance sheets.  We file income tax returns in the Netherlands and in various other foreign jurisdictions in respect of the Company's subsidiaries. In all cases we are no longer subject to income tax examination by tax authorities for years prior to 2009. Tax filings of our subsidiaries, branches and related entities are routinely examined in the normal course of business by the relevant tax authorities. We believe that there are no jurisdictions in which the outcome of unresolved issues is likely to be material to our results of operations, financial position or cash flows. 8.Investment in joint ventures We have investments in two joint ventures, which together provide us access to certain Asian markets that otherwise would be challenging for us to penetrate or develop effectively on our own. COSL - Expro Testing Services (Tianjin) Co. Ltd (“CETS”), in which we have a 50% equity interest, has extensive offshore well testing and completions capabilities and a reputation for providing technology-driven solutions in China. Similarly, PV Drilling Expro International Co. Ltd. (“PVD-Expro”) in which we have a 49% equity interest, offers the full suite of the Company’s products and services, including well testing and completions, in Vietnam. Both of these are strategic to our activities and offer the full capabilities and technology of the Company, but each company is independently managed. The carrying value of our investment in joint ventures as of December 31, 2021 and 2020 was as follows (in thousands):     December 31,       2021     2020   CETS   $ 54,014     $ 41,504   PVD-Expro     3,590       3,584   Total   $ 57,604     $ 45,088   9.Accounts receivable, net Accounts receivable, net consisted of the derivative instruments duringfollowing as of December 31, 2021 and 2020 (in thousands):     December 31,       2021     2020   Accounts receivable   $ 340,209     $ 211,838   Less: Expected credit losses     (9,392 )     (6,917 ) Total   $ 330,817     $ 204,921                     Current     319,286       193,600   Non – current     11,531       11,321   Total   $ 330,817     $ 204,921   88 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements The movement of expected credit losses for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):     Year Ended December 31,       2021     2020     2019   Balance at beginning of year   $ 6,917     $ 6,313     $ 6,315   Additions - Acquired in the Merger     992       0       0   Additions - Charged to expense     1,527       965       571   Deductions     (44 )     (361 )     (573 ) Balance at end of year   $ 9,392     $ 6,917     $ 6,313   10.Inventories Inventories consisted of the following as of December 31, 2021 and 2020 (in thousands):     December 31,       2021     2020   Finished goods   $ 34,899     $ 0   Raw materials, equipment spares and consumables     76,025       42,995   Work-in progress     14,192       10,364   Total   $ 125,116     $ 53,359   11.Other assets and liabilities Other assets consisted of the following as of December 31, 2021 and 2020 (in thousands):     December 31,       2021     2020   Cash surrender value of life insurance policies   $ 18,857     $ 0   Prepayments     19,891       17,824   Value-added tax receivables     22,524       19,213   Collateral deposits     1,599       1,761   Deposits     7,331       3,286   Other     9,197       2,621   Total   $ 79,399     $ 44,705                     Current     52,938       39,957   Non – current     26,461       4,748   Total   $ 79,399     $ 44,705   89 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Other liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands):     December 31,       2021     2020   Deferred revenue   $ 17,038     $ 29,063   Other tax and social security     27,893       16,830   Income tax liabilities - non-current portion     45,741       35,377   Deferred compensation plan     9,339       0   Other     49,739       20,999   Total   $ 149,750     $ 102,269                     Current     74,213       59,043   Non – current     75,537       43,226   Total   $ 149,750     $ 102,269   Cash Surrender Value of Life Insurance Policies At December 31, 2021, we had $18.9 million of cash surrender value of life insurance policies that are held within a period will beRabbi Trust for the purpose of paying future executive deferred compensation benefit obligations. Gains associated with these policies are included in other income, net on our consolidated statements of operations. Gain on changes in the cash surrender value of life insurance policies was $0.5 million for the year ended December 31, 2021. 12.Accounts payable and accrued liabilities Accounts payable and accrued liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands):     December 31,       2021     2020   Accounts payable – trade   $ 84,952     $ 63,855   Payroll, vacation and other employee benefits     42,671       22,345   Accruals for goods received not invoiced     18,666       6,655   Other accrued liabilities     66,863       43,387   Total   $ 213,152     $ 136,242   90 80 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents EXPRO GROUP HOLDINGS N.V. As Notes to the Consolidated Financial Statements 13.Property, plant and equipment, net Property, plant and equipment, net consisted of the following as of December 31, 2017 2021 and 2016, we had the following foreign currency derivative contracts outstanding in U.S. dollars2020 (in thousands):     December 31,       2021     2020   Cost:                 Land   $ 21,580     $ 3,379   Land improvement     3,054       0   Buildings and lease hold improvements     104,660       30,513   Plant and equipment     701,400       519,866         830,694       553,758   Less: accumulated depreciation     (352,114 )     (259,035 ) Total   $ 478,580     $ 294,723   The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of December 31, 2021 and 2020 and included in amounts above is as follows (in thousands):     December 31,       2021     2020   Cost:                 Buildings   $ 18,623     $ 18,932   Plant and equipment     1,275       1,520         19,898       20,452   Less: accumulated amortization     (7,733 )     (6,674 ) Total   $ 12,165     $ 13,778   Depreciation expense related to property, plant and equipment, including assets under finance leases, was $95.8 million, $85.4 million and $88.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. NaN impairment expense related to property, plant and equipment was recognized for the year ended December 31, 2021. We recognized impairment expense related to property, plant and equipment of $20.0 million and $4.7 million for the years ended December 31, 2020 and 2019 respectively, which are included in “Impairment expense” on our consolidated statement of operations. Refer to Note 4 “Fair value measurements” for further details. During the three months ended December 31, 2021, a building classified as assets held for sale was sold for $3.8 million.  14.Intangible assets, net The following table summarizes our intangible assets comprising of Customer Relationships & Contracts (“CR&C”), Trademarks, Technology and Software as of December 31, 2021 and 2020 (in thousands):     December 31, 2021     December 31, 2020     December 31, 2021               Accumulated                     Accumulated             Weighted       Gross     impairment           Gross     impairment             average       carrying     and     Net book     carrying     and     Net book     remaining       amount     amortization     value     amount     amortization     value     life (years)   CR&C   $ 222,200     $ (98,271 )   $ 123,929     $ 215,200     $ (78,846 )   $ 136,354       6.3   Trademarks     57,100       (29,392 )     27,708       40,100       (27,137 )     12,963       8.4   Technology     159,458       (60,979 )     98,479       79,538       (56,635 )     22,903       13.3   Software     8,754       (5,817 )     2,937       7,387       (6,439 )     948       0.7   Total   $ 447,512     $ (194,459 )   $ 253,053     $ 342,225     $ (169,057 )   $ 173,168       9.3   91 Table of Contents EXPRO GROUP HOLDINGS N.V.     December 31, 2017     Notional   Contractual   Settlement Derivative Contracts   Amount   Exchange Rate   Date Canadian dollar   $ 6,226   1.2850   3/15/2018 Euro   5,326   1.1836   3/15/2018 Norwegian krone   6,212   8.3704   3/15/2018 Pound sterling   6,039   1.3419   3/15/2018 Notes to the Consolidated Financial Statements     December 31, 2016     Notional   Contractual   Settlement Derivative Contracts   Amount   Exchange Rate   Date Canadian dollar   $ 4,553   1.3179   3/14/2017 Euro   4,753   1.0563   3/14/2017 Euro   2,558   1.0659   1/13/2017 Norwegian krone   3,643   8.5101   3/14/2017 Pound sterling   3,908   1.2607   3/14/2017 Amortization expense for intangible assets was $28.1 million, $28.2 million and $34.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. The following table summarizes the location and fair value amounts of all derivative contracts inintangible assets which were acquired pursuant to the consolidated balance sheets as of Merger (in thousands):     Acquired Fair Value     Weighted average life   CR&C   $ 7,000       10.0   Trademarks     17,000       10.0   Technology     79,920       15.0   Software     871       1.0   Total   $ 104,791       13.7   NaN impairment expense associated with our intangible assets was recognized during the year ended December 31, 20172021. We recognized impairment expense associated with our intangible assets of $60.4 million and 2016 (in thousands): Derivatives not designated as Hedging Instruments   Consolidated Balance Sheet Location   December 31, 2017   December 31, 2016 Foreign currency contracts   Accounts receivable, net   $ —   $ 146 Foreign currency contracts   Accrued and other current liabilities   (487 )   — $17.9 million for the years ended December 31, 2020 and 2019, respectively, which is included in “Impairment expense” in our consolidated statement of operations. Refer to Note 4 “Fair value measurements” for further details. The following table summarizesummarizes our intangible asset impairment expense by operating segment for the locationyears ended December 31, 2020 and amounts2019 (in thousands): 2020:   CR&C     Technology     Trademarks     Total   NLA   $ 10,262     $ 20,616     $ 11,437     $ 42,315   ESSA     0       6,909       4,070       10,979   APAC     0       7,100       0       7,100   Total   $ 10,262     $ 34,625     $ 15,507     $ 60,394   2019:   CR&C     Technology     Trademarks     Total   NLA   $ 0     $ 3,809     $ 0     $ 3,809   ESSA     7,760       4,712       1,620       14,092   Total   $ 7,760     $ 8,521     $ 1,620     $ 17,901   92 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Expected future intangible asset amortization as of December 31, 2021 is as follows (in thousands): Years ending December 31,         2022   $ 34,691   2023     31,755   2024     31,755   2025     31,755   2026     31,755   Thereafter     91,342   Total   $ 253,053   15.Goodwill Our reporting units are either our operating segments or components of our operating segments depending on the level at which segment management oversees the business. Prior to the Merger, Legacy Expro's reporting units included Europe and the Commonwealth of Independent States, Sub-Saharan Africa, MENA, Asia, North America and Latin America. During 2021, due to the Merger we changed our internal organization and reporting structure and as a result, our operating segments, NLA, ESSA, MENA and APAC, are also our reporting units. The allocation of goodwill by operating segment was as follows (in thousands):     December 31,       2021     2020   NLA   $ 93,608     $ 0   ESSA     66,283       14,504   MENA     3,331       0   APAC     16,681       11,000   Total   $ 179,903     $ 25,504   The following table provides the gross carrying amount and cumulative impairment expense of goodwill for each operating segment as of December 31, 2021 and 2020 (in thousands):     2021     2020       Cost     Acquired in Merger     Accumulated impairment     Net Book Value     Cost     Additions     Accumulated impairment     Net Book Value   NLA   $ 37,341     $ 93,608     $ (37,341 )   $ 93,608     $ 37,341     $ 0     $ (37,341 )   $ 0   ESSA     28,982       51,779       (14,478 )     66,283       28,982       0       (14,478 )     14,504   MENA     126,383       3,331       (126,383 )     3,331       126,383       0       (126,383 )     0   APAC     51,113       5,681       (40,113 )     16,681       51,113       0       (40,113 )     11,000   Total   $ 243,819     $ 154,399     $ (218,315 )   $ 179,903     $ 243,819     $ 0     $ (218,315 )   $ 25,504   NaN goodwill impairment expense was recognized during the year ended December 31, 2021. We recorded goodwill impairment expense of $191.9 million and $26.4 million for the years ended December 31, 2020 and 2019, respectively. Refer to Note 4 “Fair value measurements” for further details. The following table summarizes our goodwill impairment expense by operating segment for the years ended December 31, 2021, 2020 and 2019 (in thousands):     Year Ended December 31,       2021     2020     2019   NLA   $ 0     $ 25,397     $ 11,944   ESSA     0       0       14,478   MENA     0       126,383       0   APAC     0       40,113       0   Total   $ 0     $ 191,893     $ 26,422   93 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements 16.Interest bearing loans On November 5, 2018, certain subsidiaries of Frank’s entered into an asset-based revolving credit facility (the “ABL Credit Facility”) with aggregate commitments of $100.0 million secured by certain assets of the unrealizedsubsidiary guarantors. On December 20, 2018, subsidiaries of Legacy Expro entered into a revolving credit facility (the “2018 RCF”) with aggregate commitments of $150.0 million with up to $100.0 million available for drawdowns as loans and realized gainsup to $50 million for bonds and lossesguarantees. The 2018 RCF bore interest at U.S. dollar LIBOR plus 3.75% and was secured by a fixed and floating charge on derivativecertain assets of some of our wholly owned subsidiaries. On October 1, 2021, following the closing of the Merger, the ABL Credit Facility and 2018 RCF were cancelled. Concurrently with the cancelation of the ABL Credit Facility and the 2018 RCF, we entered into a new revolving credit facility (the “New Facility”) with DNB Bank ASA, London Branch, as agent, with total commitments of $200.0 million, of which $130.0 million is available for cash drawings and $70.0 million is available for letters of credit. Subject to the terms of the New Facility, the Company has the ability to increase the commitments to $250.0 million. Proceeds of the New Facility may be used for general corporate and working capital purposes. All obligations under the New Facility are guaranteed jointly and severally by the Company and certain of the Company’s subsidiaries incorporated in the U.S., the U.K., the Netherlands, Norway, Hungary, Australia, Cyprus, the Cayman Islands and Guernsey. Going forward, the guarantors must comprise at least 80% of the EBITDA and 70% of the consolidated assets of the Company and its subsidiaries, as well as subsidiaries individually representing 5% or more of the EBITDA or assets of the group, subject to customary exceptions and exclusions. In addition, the obligations under the New Facility are secured by first priority liens on certain assets of the borrowers and guarantors, including pledges of equity interests in certain of the Company’s subsidiaries, including all of the borrowers and subsidiary guarantors, material operating bank accounts, intercompany loan receivables and, in jurisdictions where customary, including the U.S., the U.K., Australia and the Cayman Islands, substantially all of the assets and property of the borrowers and guarantors incorporated in such jurisdictions, in each case subject to customary exceptions and exclusions Borrowings under the New Facility bear interest at a rate per annum of LIBOR, subject to a 0.00% floor, plus an applicable margin of 3.75% for cash borrowings or 3.00% for letters of credit. A 0.75% per annum fronting fee applies to letters of credit, and an additional 0.25% or 0.50% per annum utilization fee is payable on cash borrowings to the extent one-third or two-thirds, respectively, or more of commitments are drawn. The unused portion of the New Facility is subject to a commitment fee of 30% per annum of the applicable margin. Interest on loans is payable at the end of the selected interest period, but no less frequently than semiannually. The Company and its subsidiaries paid $5.1 million in customary fees and expenses in connection with the New Facility in the year ended December 31, 2021, which are included in “Interest and finance expense, net” on the consolidated statements of operations. The New Facility contains various undertakings and affirmative and negative covenants which limit, subject to certain customary exceptions and thresholds, the Company and its subsidiaries’ ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The New Facility also requires the Company to maintain (i) a minimum cash flow cover ratio of 1.5 to 1.0 based on the ratio of cash flow to debt service, (ii) a minimum interest cover ratio of 4.0 to 1.0 based on the ratio of EBITDA to net finance charges and (iii) a maximum senior leverage ratio of 2.25 to 1.0 based on the ratio of total net debt to EBITDA, in each case tested quarterly on a last-twelve-months basis, subject to certain exceptions. In addition, the aggregate capital expenditure of the Company and its subsidiaries cannot exceed 110% of the forecasted amount in the relevant annual budget, subject to certain exceptions. If the Company fails to perform its obligations under the agreement that results in an event of default, the commitments under the New Facility could be terminated and any outstanding borrowings under the New Facility may be declared immediately due and payable. The New Facility also contains cross-default provisions that apply to the Company and its subsidiaries’ other indebtedness. NaN drawdowns as loans have been made, however, as of December 31, 2021, we had utilized $33.4 million for bonds and guarantees. 17.Leases We are a lessee for numerous operating leases, primarily related to real estate, transportation and equipment. The terms and conditions for these leases vary by the type of underlying asset. The vast majority of our operating leases have terms ranging between one and fifteen years, some of which include options to extend the leases, and some of which include options to terminate the leases. We include the renewal or termination options in the lease terms, when it is reasonably certain that we will exercise that option. We also lease certain real estate and equipment under finance leases. Our lease contracts generally do not provide any guaranteed residual values. The accounting for some of our leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options. 94 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements The following tables illustrate the financial impact of our leases as of and for the years ended December 31, 2021, 2020 and 2019, along with other supplemental information about our existing leases (in thousands, except years and percentages):     Year Ended December 31,       2021     2020     2019   Components of lease expenses:                         Finance lease expense:                         Amortization of right of use assets   $ 967     $ 1,649     $ 2,243   Interest incurred on lease liabilities     2,246       2,386       2,478   Operating lease expense     21,479       19,870       24,915   Short term lease expense     54,756       56,156       66,450   Total lease expense   $ 79,448     $ 80,061     $ 96,086       December 31,       2021     2020     2019   Other supplementary information (in thousands, except years and discount rates):                         Cash paid for amounts included in measurement of lease liabilities:                         Operating cash flows from operating leases   $ 25,348     $ 23,134     $ 24,095   Right-of-use assets obtained in an exchange for lease obligations                         Operating leases   $ 8,529     $ 8,917     $ 18,447   Weighted average remaining lease term:                         Operating leases     7.3       8.5       8.7   Finance leases     11.0       11.7       11.9   Weighted average discount rate for operating leases     8.8 %     10.0 %     10.3 % Weighted average discount rate for finance leases     13.1 %     13.5 %     13.5 % The operating cash flows for finance leases approximates the interest expense for the year. As of December 31, 2021, maturity of our lease liabilities are as follows (in thousands):     Operating     Finance       Leases     Leases   Years ending December 31,                 2022   $ 26,177     $ 3,291   2023     21,895       3,024   2024     16,008       2,899   2025     12,742       2,841   2026     9,585       2,841   Due after 5 years     45,205       17,372       $ 131,612     $ 32,268   Less: amounts representing interest     (38,229 )     (15,349 ) Total   $ 93,383     $ 16,919                     Short-term portion   $ 19,695     $ 1,147   Long-term portion     73,688       15,772   Total   $ 93,383     $ 16,919   95 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements 18.Commitments and contingencies Commercial Commitments During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. We entered into contractual commitments for the acquisition of property, plant and equipment totaling $26.3 million and $42.3 million as of December 31, 2021 and 2020, respectively. We also entered into purchase commitments related to inventory on an as-needed basis. As of December 31, 2021, these inventory purchase commitments were $14.2 million. We are committed under various lease agreements primarily related to real estate, vehicles and certain equipment that expire at various dates throughout the next several years. Refer to Note 17 “Leases” for further details. Contingencies Certain conditions may exist as of the date our consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had 0 material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2021 and December 31, 2020. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the U.S. Department of Justice (“DOJ”) and other governmental entities. It is our intent to continue to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. As disclosed above, our investigation into possible violations of the FCPA remains ongoing, and we will continue to cooperate with the SEC, DOJ and other relevant governmental entities in connection therewith. At this time, we are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations. 19.Post-retirement benefits We operate a number of post-retirement benefit plans, primarily consisting of defined contribution plans for U.S. and non-U.S. employees. We also sponsor defined benefit pension plans for certain employees located in the U.K., Norway and Indonesia. The majority of our post-retirement expense relates to defined contribution plans. The assets of the various defined benefit plans are held separately from those of the Company. Our principal retirement savings plans and pension plans are discussed below. 96 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Defined contribution plans We offer certain retirement savings plans to U.S. and non-U.S. employees. These plans are managed in accordance with applicable local statutes and practices and are defined contribution plans. For U.S. employees, we offer 401k savings and investment plans as part of our employee benefits package which previously included a Safe Harbor Matching Contribution. During 2020, the Safe Harbor Matching Contribution was eliminated. For U.K. employees, we offer the Group Personal Pension plan (“GPP”), which is a portable, personal pension plan to which the employer contributes on a matching basis between a base of 4.5% and a ceiling of 6% of base salary. In addition, we offer other defined contribution plans for our employees in the rest of the world as per local statues. Effective in 2020, the GPP for U.K. employees was temporarily modified, with the employer contribution matching basis ceiling being reduced to 4% of base salary from 6% of base salary and the employer contributions to the 401k savings and investment plan for our United States employees were temporarily suspended. As of December 31, 2021, these temporary reductions and suspensions were still in place. Expense recognized in respect of these plans were $7.3 million, $6.4 million and $8.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Defined benefit plans We offer a pension plan to certain of our U.K. employees, which qualifies as a defined benefit plan. Effective October 1, 1999, this plan was closed to new entrants. The contributions to the plan are determined by a qualified external actuary on the basis of an annual valuation. In December 2015, the decision was taken to close the U.K. defined benefit plan (“DB Plan”) to new accruals. The status of the DB Plan’s remaining active members has changed to that of deferred members. This change affected approximately 80 employees. As deferred members, these employees will no longer accrue further benefits under the DB Plan through their service. However, benefits earned through past service are retained and will continue to increase with inflation. In addition, affected individuals were auto-enrolled in the Company’s defined contribution pension plan. On December 28, 2020, the Company, with the written consent of the trustees, amended the DB Plan rules to introduce a new pension option for members who retire before their state pension age, a bridging pension option. Under this new option, a plan member who receives his or her pension before the later of age 65 or their state pension age can elect to have their pension temporarily increased at retirement and then reduced at the time of state pension. 97 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Key assumptions The major assumptions, included on a weighted average basis across the defined benefit plans, used to calculate the defined benefit plan liabilities were:     December 31,       2021     2020     2019   Discount rate     1.8 %     1.3 %     2.0 % Expected return on plan assets     3.2 %     2.7 %     3.4 % Expected rate of salary increases     0.1 %     0.1 %     0.1 % The discount rate has been calculated with reference to AA rated corporate bonds of a suitable maturity. Expected rates of salary increases have been estimated by management following a review of the participant data. Within the U.K. plans pensionable salary was frozen in 2012 resulting in the reduction in the weighted average assumption for salary increases disclosed above. The expected long-term return on cash is based on cash deposit rates available at the reporting date. The expected return on bonds is determined by reference to U.K. long term government bonds and bond yields at the reporting date. The expected rates of return on equities and property have been determined by setting an appropriate risk premium above government bond yields having regard to market conditions at the reporting date. Net periodic benefit cost Amounts recognized in the consolidated statements of operations and in the consolidated statements of comprehensive loss in respect of the defined benefit plans were as of December 31, 2017, 2016 and 2015follows (in thousands):     Year Ended December 31,       2021     2020     2019   Current service cost   $ (439 )   $ (539 )   $ (1,218 ) Interest cost     (3,407 )     (4,551 )     (6,083 ) Expected return on plan assets     5,499       6,064       6,425   Plan curtailment / amendment events recognized in consolidated statements of operations     0       2,269       47   Amortization of prior service credit     249       0       0   Reclassified net remeasurement (loss) gains     244       (104 )     0   Amounts included in consolidated statements of operations   $ 2,146     $ 3,139     $ (829 )                           Actuarial gain (loss) on defined benefit plans   $ 22,345     $ (9,356 )   $ (3,521 ) Plan curtailment / amendment credit recognized in consolidated statements of other comprehensive loss     0       5,510       0   Amortization of prior service credit     (249 )     0       0   Reclassified net remeasurement (loss) gains     (244 )     104       0   Other comprehensive income (loss)     21,852       (3,742 )     (3,521 )                           Total comprehensive income (loss)   $ 23,998     $ (603 )   $ (4,350 ) 98 Derivatives not designated as Hedging Instruments   Location of gain (loss) recognized in income on derivative contracts   December 31, 2017   December 31, 2016   December 31, 2015 Unrealized gain (loss) on foreign currency contracts   Other income, net   $ (634 )   $ (64 )   $ 210 Realized loss on foreign currency contracts   Other income, net   (1,699 )   (296 )   — Total net gain (loss) on foreign currency contracts       $ (2,333 )   $ (360 )   $ 210 Our derivative transactions are governed through International Swaps and Derivatives Association master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. 81 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements The followingservice costs have primarily been included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations. Interest cost, expected return on plan assets and plan curtailment / amendment events have been recognized in “Other income, net” in the consolidated statements of operations. The actuarial gain (loss) is derived from the components shown in the table presentsbelow (in thousands):     Year Ended December 31,       2021     2020     2019   Actuarial gain on assets   $ 11,378     $ 16,678     $ 18,801   Actuarial gain (loss) on liabilities     10,967       (26,034 )     (22,322 ) Actuarial gain (loss) on defined benefit plans   $ 22,345     $ (9,356 )   $ (3,521 ) The actuarial gain on the gross and net fair values of our derivatives as of benefit obligation for the year ended December 31, 2017 and 2016 (in thousands):     Derivative Asset Positions   Derivative Liability Positions     December 31,   December 31,     2017   2016   2017   2016 Gross position - asset / (liability)   $ —   $ 181   $ (487 )   $ (35 ) Netting adjustment   —   (35 )   —   35 Net position - asset / (liability)   $ —   $ 146   $ (487 )   $ —                   Note 12—Preferred Stock On August 19, 2016, we received notice from Mosing Holdings that it was exercising its right to exchange, for 52,976,000 common shares, each of the following securities: (i) 52,976,000 shares of Preferred Stock and (ii) 52,976,000 units in FICV. On August 26, 2016, we issued 52,976,000 common shares to Mosing Holdings. Each share of Preferred Stock had a liquidation preference equal to its par value of €0.01 per share and was entitled to an annual dividend equal to 0.25% of its par value. Additionally, each share of Preferred Stock entitled its holder to one vote. Preferred stockholders voted with the common stockholders as a single class on all matters presented to FINV's shareholders for their vote. Upon conversion of the Preferred Stock, we had no issued or outstanding convertible preferred shares and the number of common shares of authorized capital was increased by 52,976,000 shares, equal to the number of convertible preferred shares that were converted into common shares. Additionally, upon the exchange of the convertible preferred stock, Mosing Holdings was entitled to receive an amount in cash equal to the nominal value of each convertible preferred share plus any accrued but unpaid dividends with respect to such stock. The cash payment of $0.6 million was paid on September 23, 2016. In conjunction with the conversion, Mosing Holdings delivered its interest in FICV to us and no longer owns any interest in FICV. As a result of the transaction, we have also reallocated the accumulated other comprehensive loss attributable to the noncontrolling interest. Note 13—Related Party Transactions We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. The majority of these lease obligations expire in 2018 and, at our discretion, may be extended for an additional 36 months subject to agreement on pricing of the extension. These leases may be extended or allowed to expire by us depending on operational needs, market prices and the ability for us to negotiate and secure, at our discretion, alternative leases or replacement locations. Rent expense associated with our related party leases was $6.9 million, $8.0 million and $7.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. In certain cases, we have made improvements to properties subject to related party leases referenced above, including the construction of buildings. As of December 31, 2017, the net book value associated with buildings we constructed on properties subject to related party leases was $59.6 million. We are depreciating the costs associated with these buildings over their estimated remaining useful lives of approximately 38 years, which exceeds the remaining lease terms that2021 has arisen primarily expire in 2018. Upon expiration of the leases, leasehold improvements could be construed as becoming the property of the related party lessors. As of December 31, 2017, the net book value associated with other leasehold and land improvements we constructed on properties subject to related party leases was $17.8 million, a portion of which is in construction in progress. We are depreciating the costs associated with these leasehold and land improvements over their estimated remaining lives of approximately 12 years, which exceeds the remaining lease terms that primarily expire in 2018. It is our intent to extend, renew, or replace the related party property leases such that we have unrestricted use of the buildings and improvements throughout their estimated useful lives. Extension, renewal or replacement of the related party property leases is dependent on negotiations with related parties, the failure of which could result in material disputes with the related parties. In the event we do not extend, renew, or replace these related 82 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS party property leases, we will revise the remaining estimated useful lives of the buildings and other improvements accordingly. We were a party to certain agreements relating to the rental of aircraft to Western Airways ("WA"), an entity owned by the Mosing family. The WA agreements reflected both dry lease and wet lease rental, whereby we were charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earned charter income from third party usage through a revenue sharing agreement. We recorded net charter expense of $1.1 million, $1.3 million and $2.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. In August 2017, we paid WA a $0.2 million commission for brokering the sale of a plane. In December 2017, we sold a plane to Mosing Aviation, LLC, an entity owned by the Mosing family, for $0.7 million. The rental agreements were terminated with WA effective December 29, 2017 upon the sale of our last aircraft. Tax Receivable Agreement Mosing Holdings and its permitted transferees converted all of their Preferred Stock into shares of our common stock on a one-for-one basis on August 26, 2016, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of their interests in FICV to us (the “Conversion”). FICV made an election under Section 754 of the Internal Revenue Code. Pursuant to the Section 754 election, the Conversion resulted in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments are allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent this Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The TRA that we entered into with FICV and Mosing Holdings in connection with our initial public offering ("IPO") generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basischanges in financial and demographic assumptions, with a small change resulted from allowance for known inflation increases resulting from the Conversionin 2021 and (ii) imputed interest deemed2022. The amount of employer contributions expected to be paid by us as a resultto our defined benefit plans during the years to December 31, 2031 is set out below: (in thousands). Years ending December 31:         2022   $ 5,646   2023   $ 5,888   2024   $ 6,123   2025   $ 6,329   2026   $ 6,575   Thereafter to December 31, 2031   $ 31,507   99 Table of and additional tax basisContents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements The amounts included in the consolidated balance sheets arising from payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any. The estimation of the liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of December 31, 2016, our estimated TRA liability was $124.6 million, which was included in other non-current liabilities on our consolidated balance sheet. As of December 31, 2017, FINV has a cumulative loss over the prior 36 month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA beyond the estimated $2.1 million as of December 31, 2017. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings. The payment obligations under the TRA are our obligations in respect of defined retirement benefit plans and are not obligations of FICV. The term of the TRA will continue until all such taxpost-employment benefits have been utilized or expired, unless FINV elects to exercise its sole right to terminate the TRA early. If FINV elects to terminate the TRA early, which it may do sowas as follows (in thousands):     December 31,       2021     2020   Present value of defined benefit obligations   $ (241,808 )   $ (261,576 ) Fair value of plan assets     212,688       203,630   Deficit recognized under non-current liabilities   $ (29,120 )   $ (57,946 ) Changes in its sole discretion, it would be required to make an immediate payment equal to the present value of defined benefit obligations were as follows (in thousands):     December 31,       2021     2020   Opening balance   $ (261,576 )   $ (254,271 ) Current service cost     (439 )     (539 ) Interest cost     (3,407 )     (4,551 ) Actuarial gain (loss)     10,967       (26,034 ) Plan amendment     0       4,873   Settlements     0       17,432   Exchange differences     2,378       (8,026 ) Benefits paid     10,269       9,505   Payroll tax of employer contributions     0       35   Ending balance   $ (241,808 )   $ (261,576 ) Movements in fair value of plan assets were as follows (in thousands):     December 31,       2021     2020   Opening balance   $ 203,630     $ 194,554   Actual return on plan assets     16,877       22,742   Exchange differences     (2,245 )     6,393   Contributions from the sponsoring companies     4,695       4,005   Settlements     0       (14,524 ) Benefits paid     (10,269 )     (9,505 ) Payroll tax of employer contributions     0       (35 ) Ending balance   $ 212,688     $ 203,630   100 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the anticipatedConsolidated Financial Statements The actual return on plan assets consists of the following (in thousands):     December 31,       2021     2020     2019   Expected return on plan assets   $ 5,499     $ 6,064     $ 6,425   Actuarial gain on plan assets     11,378       16,678       18,801   Actual return on plan assets   $ 16,877     $ 22,742     $ 25,226   Information for pension plans with an accumulated benefit obligation in excess of plan assets were as follows (in thousands):     December 31,       2021     2020   Accumulated benefit obligation   $ 240,644     $ 260,496   Fair value of plan assets     212,688       203,630   The investment strategy of the main U.K. plan (“U.K. Plan”) is set by the trustees and is based on advice received from an investment consultant. The primary investment objective for the U.K. Plan is to achieve an overall rate of return that is sufficient to ensure that assets are available to meet all liabilities as and when they become due. In doing so, the aim is to maximize returns at an acceptable level of risk taking into consideration the circumstances of the U.K. Plan.  The investment strategy has been determined after considering the U.K. Plan’s liability profile and requirements of the U.K. statutory funding objective, and an appropriate level of investment risk. Taking all these factors into consideration, approximately 58% of the assets are invested in a growth portfolio, comprising diversified growth funds (“DGFs”) and property, and approximately 42% of the assets in a stabilizing portfolio, comprising corporate bonds and liability driven investments. DGFs are actively managed multi-asset funds. The managers of the DGFs aim to deliver equity like returns in the long term, with lower volatility. They seek to do this by investing in a wide range of assets and investment contracts in order to implement their market views. The present value of the U.K. Plan’s future tax benefits payments to members is sensitive to changes in long term interest rates and long-term inflation expectations. Liability driven investment (“LDI”) funds are more sensitive to changes in these factors and therefore provide more efficient hedging than traditional bonds. A small proportion of the assets have therefore been invested in LDI funds to help to reduce the volatility of the U.K. Plan’s funding position. The hedging level is expected to be increased over time as the U.K. Plan’s funding position improves. Assets of the other plans are invested in a combination of equity, bonds, real estate and insurance contracts. The analysis of the plan assets and the expected rate of return at the reporting date were as follows (in thousands):     December 31, 2021     December 31, 2020       Expected rate     Fair value of     Expected rate     Fair value of       of return %     asset     of return %     asset   Mutual funds                                 DGFs     4.6     $ 123,460       4.2     $ 116,590   LDI funds     1.1       61,163       0.7       67,395   Bond funds     1.8       26,571       1.4       17,382   Equities     1.5       360       2.3       233   Other assets     1.5       1,134       1.8       2,030   Total           $ 212,688             $ 203,630   101 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements The aggregated asset categorization for the plans were as follows (in thousands):     December 31, 2021       Level 1     Level 2     Level 3     Total   Mutual funds                                 DGFs   $ 123,460     $ 0     $ 0     $ 123,460   LDI funds     61,163       0       0       61,163   Bond funds     26,571       0       0       26,571   Equities     360       0       0       360   Other assets     445       329       360       1,134   Total   $ 211,999     $ 329     $ 360     $ 212,688       December 31, 2020       Level 1     Level 2     Level 3     Total   Mutual funds                                 DGFs   $ 116,590     $ 0     $ 0     $ 116,590   LDI funds     67,395       0       0       67,395   Bond funds     17,382       0       0       17,382   Equities     233       0       0       233   Other assets     1,301       437       292       2,030   Total   $ 202,901     $ 437     $ 292     $ 203,630   Other assets primarily represent insurance contracts. The fair value is estimated, based on the underlying defined benefit obligation assumed by the insurers. Movements in fair value of Level 3 assets were as follows (in thousands):     December 31,       2021     2020   Opening balance   $ 292     $ 14,786   Actual return on plan assets     5       4   Exchange differences     33       (2 ) Contributions from the sponsoring companies     30       28   Settlement     0       (14,524 ) Ending balance   $ 360     $ 292   Executive Deferred Compensation Plan The Company maintains the Executive Deferred Compensation Plan (the “EDC Plan”) for certain current and former Frank’s employees. Effective during 2015, this plan was closed to new entrants. The purpose of the EDC Plan was to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions were immediately vested. Company contributions vested after five years of service. All participant benefits under this EDC Plan shall be paid directly from the general funds of the applicable participating subsidiary or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan, and other than such Rabbi Trust, no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. The assets of the EDC Plan’s trust are invested in a corporate owned split-dollar life insurance policy and an amalgamation of mutual funds. As of December 31, 2021, the total liability related to the EDC Plan was $9.3 million and was included in “Other non-current liabilities” on the consolidated balance sheets. As of December 31, 2021, the cash surrender value of life insurance policies that are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations was $18.9 million. 102 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements 20.Stock-based compensation Management Incentive Plan During October 2018, Legacy Expro’s board of directors approved the Management Incentive Plan (“MIP”) which was comprised of (a) stock options to non-executive directors and key management personnel and (b) restricted stock units. The outstanding awards under the MIP were assumed by the Company in connection with the Merger. MIP Stock options Stock options issued under the MIP vest over a three or four year vesting period as defined in the award agreement, subject to the TRA (based upon certain assumptionsfulfilment of continued service and deemed events set fortha performance condition related to the occurrence of a Liquidity Event as defined in the TRA, includingMIP. Additionally, a portion of the assumption that it has sufficient taxable incomemanagement options are subject to fully utilize such benefitsperformance conditions linked to an internal rate of return.  There were 5.8 million and that any FICV interests that Mosing Holdings or its transferees own on6.4 million MIP stock options issued and outstanding as of December 31, 2020 and 2019, respectively, under the termination date areMIP. Legacy Expro granted 0 stock options in 2020 and granted 0.9 million stock options in 2019. Due to the nature of the performance conditions, recognition of compensation expense for the stock options was deferred until the occurrence of a Liquidity Event as defined in the MIP as the performance condition was deemed to be improbable. On October 1, 2021, the MIP stock options were modified to redefine the occurrence of the Liquidity Event to the closing of the Merger. Upon Closing, the MIP stock options were exchanged for options to purchase Company common stock based on the termination date). Any early termination payment may be made significantly in advancepost-reverse stock split Exchange Ratio of 1.2120 to 1. As of the actual realization, if any,modification date, there were 6.9 million MIP stock options issued and outstanding. The aforementioned event was accounted for as an improbable-to-probable modification and as a result, the fair value of such future benefits. In addition, payments dueall of the issued and outstanding MIP stock options was determined as of the Closing Date. Compensation expense was immediately recognized upon the Merger closing for all MIP stock options in which the service period was fulfilled. For the stock options in which the service period was not fulfilled, stock based compensation expense is to be recognized based on the total modification date fair value of the associated awards on a straight-line basis over the remaining service period. The Company recognized stock-based compensation expense related to the MIP stock options of $39.5 million during the year ended December 31, 2021. As of December 31, 2021, unrecognized stock compensation expense relating to MIP stock options totaled $5.1 million, which will be expensed over a weighted average period of 0.9 years. As of December 31, 2021, there were 6.9 million MIP stock options issued and outstanding with a weighted average Closing Date fair value of $6.52 per option. As of December 31, 2021, there were 2.2 million exercisable MIP stock options with a weighted average Closing Date fair value of $7.54 per option. As of December 31, 2021, the weighted average remaining term for the MIP stock options was 6.1 years. The fair value of the time-based MIP stock options granted to non-executive directors and management was estimated at the Closing Date using a Black-Scholes model and the fair value of the performance-based MIP stock options granted to management was estimated at the Closing Date using a Monte-Carlo Option valuation model. The Closing Date fair value of the Company’s shares is a key input in the determination of the fair value of the awards. The key assumptions used to estimate the fair value of the MIP stock options were as follows: Risk free interest rate     0.04 % Expected volatility     55 % Dividend yield     0.0 % Stock price on valuation date   $ 18.90   103 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements MIP Restricted stock units (“MIP RSUs”) RSUs granted under the TRA will be similarly accelerated following certain mergers or other changesMIP were subject to vesting over a three year period. There were 0.1 million outstanding MIP RSUs as of control. In these situations, 83 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on December 31, 2017, 2020 and 2019. In February 2021, the estimated termination paymentMIP RSU awards were modified so that upon the closing of the Merger, the MIP RSUs would be approximately $60.7 million (calculated using a discount rateconvert to RSUs of 5.58%). The foregoing number is merely an estimate and the actual payment could differ materially. Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependentCompany based on the abilitypost-reverse stock split Exchange Ratio of FICV1.2120 to make distributions1 and would immediately vest pursuant to it in an amount sufficientthe terms of the Merger Agreement. The Company recognized $2.6 million of stock-based compensation expense attributable to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiariesMIP RSUs during the year ended December 31, 2021. NaN stock-based compensation expense attributable to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, exceptMIP RSUs was recognized in the caseyears ending December 31, 2020 and 2019 as the performance conditions within the agreements were deemed to be improbable. The Company had 0 unrecognized stock-based compensation expense attributable to the MIP RSUs as of an acceleration of payments thereunder occurring December 31, 2021. Expro Group Holdings N.V. Long-Term Incentive Plan Effective October 1, 2021, in connection with an early terminationthe consummation of the TRA or certain mergers or change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends onMerger, the Company amended its common stock. Note 14—Income (Loss) Per Common Share Basic income (loss) per common share is determined by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is determined by dividing income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and ESPP shares. Through August 26, 2016, the date of the conversion of all of Mosing Holdings' Preferred Stock and Mosing Holdings' transfer of interest in FICV to us, the diluted income (loss) per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange. 84 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the basic and diluted income (loss) per share calculations (in thousands, except per share amounts):   Year Ended December 31,   2017   2016   2015 Numerator - Basic           Net income (loss) $ (159,457 )   $ (156,079 )   $ 106,110 Less: Net (income) loss attributable to noncontrolling interest —   20,741   (27,000 ) Less: Preferred stock dividends —   (1 )   (2 ) Net income (loss) available to common shareholders $ (159,457 )   $ (135,339 )   $ 79,108             Numerator - Diluted           Net income (loss) attributable to common shareholders $ (159,457 )   $ (135,339 )   $ 79,108 Add: Net income attributable to noncontrolling interest (1), (2) —   —   24,784 Add: Preferred stock dividends (2) —   —   2 Dilutive net income (loss) available to common shareholders $ (159,457 )   $ (135,339 )   $ 103,894             Denominator           Basic weighted average common shares 222,940   176,584   154,662 Exchange of noncontrolling interest for common stock (Note 12) (2) —   —   52,976 Restricted stock units (2) —   —   1,512 Stock to be issued pursuant to ESPP (2) —   —   2 Diluted weighted average common shares 222,940   176,584   209,152             Income (loss) per common share:           Basic $ (0.72 )   $ (0.77 )   $ 0.51 Diluted $ (0.72 )   $ (0.77 )   $ 0.50 (1) Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock $ —   $ —   $ 2,216 (2) Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss. 648   35,556   — Note 15—Stock-Based Compensation 2013 Long-Term Incentive Plan Under our 2013 Long-Term Incentive Plan to the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated (the “LTIP”),. Pursuant to the LTIP, stock options, SARs, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our board of directors terminates the plan. There are 20,000,000approximately 4.2 million shares of common stock reserved for issuance under the LTIP. As of December 31, 2017, 14,015,4712021, approximately 1.3 million shares remained available for issuance. 85 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS LTIP Restricted Stock Units Upon completion of the IPO and pursuant to the  (“LTIP we began granting restricted stock units. Substantially allRSUs”) All RSUs granted under the LTIP vest ratably over a period of one to three years. Our treasury stock primarily consists of shares that were withheld from employees to settle personal tax obligations that arose as a result of restricted stock unitsRSUs that vested. Certain restricted stock unitRSU awards provide for accelerated vesting for qualifying terminations of employment or service. Employees granted LTIP RSUs are not entitled to dividends declared on the underlying shares while the restricted stock unitRSU is unvested. As such, the grant date fair value of the award is measured by reducing the grant date price of our common stock by the present value of the dividends expected to be paid on the underlying shares during the requisite service period, discounted at the appropriate risk-free interest rate. The weighted average grant date fair value of RSUs granted during the years ended December 31, 2017, 2016 and 2015 was $12.1 million, $11.6 million and $14.6 million, respectively. Compensation expense is recognized ratably over the vesting period. Forfeitures are recorded as they occur. Stock-based compensation expense relating to LTIP RSUs included in general and administrative expenses onfor the consolidated statements of operationsyear ended December 31, 2021 was $6.8 million. NaN stock-based compensation expense relating to the LTIP RSUs was recognized for the years ended December 31, 2017, 2016 2020 and 2015 was $12.8 million, $15.6 million and $26.1 million, respectively.2019. The total fair value of LTIP RSUs vested during the yearsyear ended December 31, 2017, 2016 and 2015 2021 was $9.9 million, $22.6 million and $17.4 million, respectively. Unamortized$2.0 million. As of December 31, 2021, unrecognized stock compensation expense as of December 31, 2017 relating to LTIP RSUs totaled approximately $9.5$14.3 million, which will be expensed over a weighted average period of 1.751.6 years. Non-vested LTIP RSUs outstanding as of December 31, 2017 2021 and the changes duringsince the yearClose Date, were as follows:     Number     Weighted Average       of     Grant Date       Shares     Fair Value   Non-vested on the Closing Date     883,079     $ 21.97   Granted     458,258       17.64   Vested     (93,688 )     21.80   Forfeited     (12,549 )     22.59   Non-vested at December 31, 2021     1,235,100     $ 20.49   104 Table of Contents EXPRO GROUP HOLDINGS N.V.   Number of Shares   Weighted Average Grant Date Fair Value Non-vested at December 31, 2016 1,633,478   $ 14.40 Granted 1,368,999   8.83 Vested (995,845 )   14.66 Forfeited (141,332 )   9.46 Non-vested at December 31, 2017 1,865,300   $ 10.55 Notes to the Consolidated Financial Statements Performance Restricted Stock Units  (“PRSUs”) The purpose of the PRSUs is to closely align the incentive compensation of the executive leadership team for the duration of the three-year performance cycle with returns to FINV'sthe Company’s shareholders and thereby further motivate the executive leadership team to create sustained value to FINVthe Company shareholders. The design of the PRSU grants effectuates this purpose by placing a material amount of incentive compensation for each executive at risk by offering an extraordinary reward for the attainment of extraordinary results. Design features of the PRSU grant that in furtherance of this purpose include the following: (1)(1) The vesting of the PRSUs is based on total shareholder return ("TSR"(“TSR”) based on a comparison to the returns of a peer group. (2)group, which is the SPDR S&P Oil & Gas Equipment and Services ETF. (2) TSR performance is computed overcalculated separately with respect to 3 separate one-year achievement periods included in the entire three-yearthree-year Performance Period (using(as defined below), resulting in a 30-day averaging period forweighted average payout at the first 30 calendar days and the last 30 calendar daysend of the three-year Performance Period to mitigate the effect of stock price volatility).Period. The TSR calculation will assume reinvestment of dividends. (3)(3) The ultimate number of shares to be issued pursuant to the PRSU awards will vary in proportion to the actual TSR achieved as a percentile compared to the peer group during the Performance Period as follows: (i) no shares will be issued if the Company'sCompany’s performance falls below the 25th percentile; (ii) 50% of the Target Level (as defined below) if the Company achieves a rank in the 25th percentile (the threshold level); (iii) 100% of the Target Level if the Company achieves a rank in the 50th percentile (the target level); and (iv) 150% of the Target Level if the Company achieves a rank in the 75th percentile; and 200% of the Target Level if the Company achieves a rank in the 90th percentile and above (the maximum level). (4)(4) Unless there is a qualifying termination as defined in the PRSU award agreement, the PRSU'sPRSUs of an executive will be forfeited upon an executive'sexecutive’s termination of employment during the Performance Period. 86 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Though the value of the PRSU grant may change for each participant, the compensation expense recorded by the Company is determined on the date of grant. Expected volatility is based on historical equity volatility of our stock basedstock-based on 50% of historical and 50% of implied volatility weighting commensurate with the expected term of the PRSU. The expected volatility considers factors such as the historical volatility of our share price and our peer group companies, implied volatility of our share price, length of time our shares have been publicly traded, and split- and dividend-adjusted closing stock prices. We assumed no forfeiture rate for the PRSUs. In 2017,2021, we granted 354,275 PRSUs with a fair value of $2.6 million or 293,083 units ("(“Target Level"Level”). The performance period for these grants is a three-yearthe three-year period from either January 1, 2017 2022 to December 31, 2019 or September 27, 2017 2024 (“Performance Period”), but with separate one-year achievement periods from January 1, 2022 to September 26, 2020 ("December 31, 2022, January 1, 2023 to December 31, 2023, and January 1, 2024 to December 31, 2024, resulting in a weighted average payout at the end of the Performance Period"). Period. The weighted average assumptions for the PRSUs granted in 20172021 are as follows:   2017 2021 Expected Total expected term (in years) 2.92 3.25 Expected volatility 42.1% 84.2 Risk-free interest rate 1.51% 0.54 % Correlation range 26.8% to 76.0% In 2016, we granted PRSUs with a fair value of $2.8 million or 199,168 units ("Target Level"). The performance period for these grants is a three-year period from January 1, 2016 to December 31, 2018 ("Performance Period"). The weighted average assumptions for the PRSUs granted in 2016 are as follows:   2016 20.8% to 79.5% Expected term (in years) 2.86 Expected volatility 42.7% Risk-free interest rate 0.88% Correlation range 24.4% to 71.0% In the event of death or disability, the restrictions related to forfeiture as defined in the performance awards agreement will lapse with respect to 100% of the PRSUs at the target level effective on the date of such death.event. In the event of involuntary termination except for cause, the Company will may enter into a special vesting agreement with the executive under which the restrictions for forfeiture will not lapse upon such termination. In the event of a termination for any other reason prior to the end of the Performance Period, all PRSUs will be forfeited. Stock-based compensation expense related to PRSUs included in general and administrative expenses on the consolidated statements of operations for the years ended December 31, 2017 and 2016 was $0.6 million and $0.8 million, respectively. We had no stock-based compensation expense related to PRSUs for the year ended December 31, 2015.2021 was $5.2 million. NaN stock based compensation expense relating to the PRSUs was recognized for the years ended December 31, 2020 and 2019. The total fair value of PRSUs vested during the year ended December 31, 2017 2021, was $0.2$0.1 million. UnamortizedAs of December 31, 2021, unrecognized stock compensation expense as of December 31, 2017 relating to PRSUs totaled approximately $2.2$8.8 million, which will be expensed over a weighted average period of 2.293.0 years. 105 87 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements Non-vested PRSUs outstanding as of December 31, 2017 2021, and the changes duringsince the yearClose Date, were as follows:   Number of Shares   Weighted Average Grant Date Fair Value Non-vested at December 31, 2016 199,168   $ 14.21 Granted 293,083   8.74 Vested (26,126 )   6.99 Forfeited (81,880 )   9.60 Non-vested at December 31, 2017 384,245   $ 9.01     Number     Weighted Average       of     Grant Date       Shares     Fair Value   Non-vested on the Closing Date     340,071     $ 32.38   Granted     354,275       23.34   Vested     (2,715 )     29.72   Non-vested at December 31, 2021     691,631     $ 27.75   Employee Stock Purchase Plan Under the Frank's InternationalExpro Group Holdings N.V. ESPP,Employee Stock Purchase Program (“ESPP”), eligible employees have the right to purchase shares of common stock at the lesser of (i) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the first day of the option period, or (ii) 85% of the last reported sale price of our common stock on the last trading date immediately preceding the last day of the option period. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. We have reserved 3.0 million500,000 shares of our common stock for issuance under the ESPP, of which 2.7 million222,995 shares were available for issuance as of December 31, 2017. Shares issued to our employees under the ESPP totaled 155,673 in 2017 and 75,974 shares in 2016. 2021. For the years ended December 31, 2017, 2016 and 2015, 2021, we recognized $0.4 million, $0.3 million and $0.2$0.1 million of compensation expense related to stock purchased under the ESPP. 106 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the Consolidated Financial Statements 21.Warrants As of December 31, 2020, Legacy Expro had outstanding warrants consisting of the following: ● 1,284,978 “A” Warrants which entitled its holders to purchase common stock comprising up to 2% of Legacy Expro. The “A” Warrants were exercisable at a strike price of approximately $30.40 per share on the occurrence of certain specified events and, if not exercised, expire 5 years from February 5, 2018 (the “Effective Date”). ● 4,497,414 “B” Warrants, which entitled its holders to purchase common stock comprising up to 7% of Legacy Expro. The “B” Warrants were exercisable at a strike price of approximately $30.40 per share on the occurrence of certain specified events and, if not exercised, expire 5 years from the Effective Date. Pursuant to the Merger Agreement, the Company agreed to issue replacement warrants but only so that the holders of the Legacy Expro warrants would receive, upon exercise of the warrants after Closing, the merger consideration that would have been received of the Legacy Expro shares issuable upon exercise of the Legacy Expro warrants immediately before Closing, assuming a cashless exercise. Because the fair market value of the Legacy Expro shares at the time of merger determined in accordance with the warrant agreement was below the exercise price of the Legacy Expro warrant (i.e. the Legacy Expro warrants were out of the money), no Legacy Expro shares would have been issuable upon a cashless exercise prior to Closing. Accordingly, replacement warrants were not required to be issued by the Company and the Legacy Expro warrants have been cancelled resulting in 0 warrants outstanding as of December 31, 2021. 22.Loss per share Basic income (loss) per share attributable to Company stockholders is calculated by dividing net income (loss) attributable to the Company by the weighted-average number of common shares outstanding for the period. Diluted income (loss) per share attributable to Company stockholders is computed giving effect to all potential dilutive common stock, unless there is a net loss for the period. We apply the treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units and ESPP respectively. In January 2017, we issued 50,141shares. The calculation of basic and diluted loss per share attributable to the Company stockholder for years ended December 31, 2021, 2020 and 2019 respectively, are as follows (in thousands, except shares outstanding and per share amounts):     Year Ended December 31,       2021     2020     2019   Net loss   $ (131,891 )   $ (307,045 )   $ (64,761 ) Basic and diluted weighted average number of shares outstanding     80,525,694       70,889,753       70,889,753   Total basic and diluted loss per share   $ (1.64 )   $ (4.33 )   $ (0.91 ) Approximately 651,736 shares of our commonunvested restricted stock units and stock to our employees under this plan to satisfy the employee purchase period from July 1, 2016 to December 31, 2016, which increased our common stock outstanding. In July 2017, webe issued 105,532 shares out of treasury stock to our employees under this plan to satisfy the employee purchase period from January 1, 2017 to June 30, 2017. Note 16—Employee Benefit Plans U.S. Benefit Plans 401(k) Savings and Investment Plan. Frank's International, LLC administers a 401(k) savings and investment plan (the “Plan”) as part of the employee benefits package. Employees are required to complete one month of service before becoming eligible to participate in the Plan. Under the terms of the Plan, we match 100% of the first 3% of eligible compensation an employee contributespursuant to the Plan up to the annual allowable IRS limit. Additionally, the Company provides a 50% match on any employee contributions between 4% to 6% of eligible compensation. Our matching contributions to the Plan totaled $3.7 million, $3.8 million and $3.4 million for the years ended December 31, 2017, 2016 and 2015, respectively. Executive Deferred Compensation Plan. In December 2004, we and certain affiliates adopted the Frank’s Executive Deferred Compensation Plan (the “EDC Plan”). The purpose of the EDC Plan is to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions are immediately vested. Our contributions vest after five years of service. All participant benefits under this EDC Plan shall be paid directlyESPP have been excluded from the general fundscomputation of diluted loss per share as the applicable participating subsidiary or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan, and other than such Rabbi Trust, no special or separate fund shalleffect would be established and no other segregation of assets shall be made to assure payment. The assets of our EDC Plan’s trust are invested in a corporate owned split-dollar life insurance policy and an amalgamation of mutual funds (See Note 7 - Other Assets). We recorded compensation expense related to the vesting of the Company’s contribution of $1.7 million and $1.9 million for the years ended December 31, 2016 and 2015, respectively. No compensation expense related to the vesting 88 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of the Company's contribution was recordedanti-dilutive for the year ended December 31, 2017. The total liability recorded at 2021. Additionally, since the conditions upon which shares were issuable for outstanding warrants and stock options were not satisfied as of December 31, 2017 2020 and 2016, related2019, assuming the respective balance sheet date was at the end of the contingency period, they had not been included in determining the number of anti-dilutive shares. 107 Table of Contents EXPRO GROUP HOLDINGS N.V. Notes to the EDC Plan was $26.8Consolidated Financial Statements 23.Related party transactions Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we exert significant influence, and Mosing Holdings LLC, a company that is owned by a member of our Board and its affiliates. During the years ended December 31, 2021, 2020 and 2019, we provided goods and services to CETS and PVD-Expro totaling $6.8 million, $13.9 million and $31.1$11.7 million, respectively. Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was $0.5 million for the year ended December 31, 2021. Further, during the years ended December 31, 2021, 2020 and 2019, we received dividends from CETS and PVD-Expro totaling $4.1 million, $3.6 million and $3.1 million, respectively. As of December 31, 2021 and 2020, amounts receivable from related parties were $1.6 million and $7.2 million, respectively, and was included amounts payable to related parties were $2.1 million as of December 31, 2021. As of December 31, 2021, $1.3 million of our operating lease right-of-use assets and $1.3 million of our lease liabilities were associated with related party leases. NaN right-of-use assets or lease liabilities associated with related party leases were outstanding as of December 31, 2020. Tax Receivable Agreement Mosing Holdings, LLC, a Delaware limited liability company (“Mosing Holdings”), converted all of its shares of Frank’s Series A convertible preferred stock into shares of Frank’s common stock on August 26, 2016, in other noncurrent liabilities onconnection with its delivery to Frank’s of all of its interests in Frank’s International C.V. (“FICV”) (the “Conversion”). The tax receivable agreement (the “Original TRA”) that Frank’s entered into with FICV and Mosing Holdings in connection with Frank’s initial public offering (“IPO”) generally provided for the consolidated balance sheets. Note 17—Income Taxes Income (loss) beforepayment by Frank’s to Mosing Holdings of 85% of the net cash savings, if any, in U.S. federal, state and local income tax expense (benefit) was comprised ofand franchise tax that Frank’s actually realize (or are deemed to realize in certain circumstances) in periods after the following for the periods indicated (in thousands):   Year Ended December 31,   2017   2016   2015             United States $ (167,908 )   $ (128,396 )   $ 30,795 Foreign 81,369   (53,326 )   112,634 Income (loss) before income tax expense (benefit) $ (86,539 )   $ (181,722 )   $ 143,429 Income taxes have been provided for based upon the tax laws and rates in the countries in which operations are conducted and income is earned. Components of income tax expense (benefit) consist of the following for the periods indicated (in thousands):   Year Ended December 31,   2017   2016   2015 Current           U.S. federal $ —   $ (13,389 )   $ 3,141 U.S. state and local (15 )   379   (1,424 ) Foreign 10,516   14,903   30,734 Total current 10,501   1,893   32,451             Deferred           U.S. federal 56,621   (25,838 )   8,138 U.S. state and local 2,420   (1,512 )   (3,042 ) Foreign 3,376   (186 )   (228 ) Total deferred 62,417   (27,536 )   4,868 Total income tax expense (benefit) $ 72,918   $ (25,643 )   $ 37,319 On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was enacted into law. Among the significant changes made by the Act was the reduction of the U.S. federal income tax rate from 35% to 21% as well as the imposition of a one-time repatriation tax on deemed repatriated earnings of certain foreign subsidiaries. US GAAP requires that the impact of the Tax Act be recognized in the period in which the law was enacted. Because of the change in tax rate, the Company recorded a $23.8 million reduction in the value of its deferred tax assets and liabilities. The reduction in value was fully offset by a corresponding change in valuation allowance. The net effect on total tax expense was zero. Due to its legal structure, the Company does not expect to incur any material liability with respect to the repatriation tax. These provisional amounts are the Company’s best estimates based on its current interpretation of the Tax Act and may change as the Company receives additional clarification of the Tax Act and/or guidance on its implementation as part of its 2017 income tax compliance process. 89 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Foreign taxes were incurred in the following regions for the periods indicated (in thousands):   Year Ended December 31,   2017   2016   2015             Latin America $ 5,469   $ 1,159   $ 6,077 West Africa 3,243   3,687   8,413 Middle East 1,633   1,880   5,474 Europe 1,348   5,132   3,317 Asia Pacific 1,388   1,364   1,454 Other 812   1,495   5,771 Total foreign income tax expense $ 13,893   $ 14,717   $ 30,506 A reconciliation of the differences between the income tax provision computed at the 35% U.S. statutory rate in effect at December 31, 2017 and the reported provision for income taxes for the periods indicated is as follows (in thousands):   Year Ended December 31,   2017   2016   2015             Income tax expense (benefit) at statutory rate $ (30,289 )   $ (63,603 )   $ 50,200 Branch profits tax (4,871 )   (3,805 )   4,654 State taxes, net of federal benefit 2,405   (674 )   (2,758 ) Restricted stock units tax shortfall 1,651   2,758   1,152 Taxes on foreign earnings at less than the U.S. statutory rate (22,464 )   30,737   (15,367 ) Effect of tax rate change 23,843   —   — Tax effect of TRA derecognition 46,874   —   — Establishment of valuation allowances 51,911   2,644   2,798 Return-to-provision adjustments 3,551   (1,130 )   (854 ) Noncontrolling interest —   7,367   (2,991 ) Other 307   63   485 Total income tax expense (benefit) $ 72,918   $ (25,643 )   $ 37,319 A reconciliation using the Netherlands statutory rate was not provided as there are no significant operations in the Netherlands. 90 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. A valuation allowance is recorded when it is not more likely than not that some or all the benefit from the deferred tax asset will be realized. Significant components of deferred tax assets and liabilities are as follows (in thousands):   December 31,   2017   2016 Deferred tax assets       Foreign net operating loss $ 13,023   $ 5,442 U.S. net operating loss 52,289   42,578 Research and development credit 297   297 TRA 566   49,775 Intangibles 5,935   6,939 Inventory 1,488   1,161 Investment in partnership 20,248   16,713 Other 419   1,240 Valuation allowance (60,524 )   (5,442 ) Total deferred tax assets 33,741   118,703         Deferred tax liabilities       Investment in partnership (23,594 )   (45,022 ) Property and equipment (4,293 )   (7,898 ) Goodwill (5,854 )   (7,147 ) Other (229 )   (278 ) Total deferred liabilities (33,970 )   (60,345 )         Net deferred tax assets (liabilities) $ (229 )   $ 58,358 The valuation allowance increased from $5.4 million to $60.5 million during 2017IPO as a result of accumulated(i) tax losses in bothbasis increases resulting from the U.S.Conversion and various foreign(ii) imputed interest deemed to be paid by Frank’s as a result of, and additional tax jurisdictions. We evaluated all available evidencebasis arising from, payments under the Original TRA. Frank’s retained the benefit of the remaining 15% of these cash savings, if any. In connection with the Merger Agreement, Frank’s, FICV and determined that it is more likely than not that these losses will not be realized. It is our intention that all cashMosing Holdings entered into the Amended and earnings of our subsidiariesRestated Tax Receivable Agreement, dated as of December 31, 2017 are permanently reinvested and will be used to meet operating cash flow needs. Existing plans do not demonstrate a need to repatriate foreign cash to fund parent company activity, however, should we determine that parent company funding is required, we estimate that any such cash needs may be met without adverse tax consequences. As of both December 31, 2017 and 2016, we had total gross unrecognized tax benefits of $0.2 million. Substantially all of March 10, 2021 (the uncertain tax positions, if recognized in the future, would impact our effective tax rate. We have elected to classify interest and penalties incurred on income taxes as income tax expense.  We file income tax returns in the U.S. and various international tax jurisdictions. As of December 31, 2017, our U.S. tax returns remain open to examination for the tax years 2013 through 2016, and the major foreign taxing jurisdictions to which we are subject are open to examination for the tax years 2010 through 2016. 91 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 18—Commitments and Contingencies Commitments We are committed under various noncancelable operating lease agreements primarily related to facilities and equipment that expire at various dates throughout the next several years. Future minimum lease commitments under noncancelable operating leases with initial or remaining terms of one year or more at December 31, 2017, are as follows (in thousands): Year Ending December 31, Amount 2018 $ 10,563 2019 6,175 2020 4,845 2021 4,276 2022 3,606 Thereafter 7,925 Total future lease commitments $ 37,390 Total rent expense incurred under operating leases was $18.7 million, $19.1 million, and $19.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. We also have purchase commitments primarily related to inventory in the amount of $22.1 million. We enter into purchase commitments as needed. Contingencies We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2017 and December 31, 2016. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review“A&R TRA”). Pursuant to the SEC, A&R TRA, on October 1, 2021, the United States DepartmentCompany made a payment of Justice and other governmental entities. It is our intent$15 million to fully cooperate with these agencies and any other applicable authorities in connection with any further investigationsettle the early termination payment obligations that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that maywould otherwise have been subjectowed to U.S. and other international sanctions. We have disclosed this information to various governmental entities (including those involved in our ongoing investigation), but at this time are unable to predictMosing Holdings under the ultimate resolution of these matters with these agencies, including any financial impact to us. Note 19—Severance and Other Charges We recognize severance and other charges for costs associated with workforce reductions, facility closures, exiting or reducing our footprint in certain countries, inventory impairment and the retirement of excess machinery and equipment based on economic utility. AsOriginal TRA as a result of the downturnMerger. As the payment was a condition precedent to effect the Merger, it was included in the industry that begandetermination of Merger consideration exchanged. Refer to Note 3 “Business combinations and dispositions” for more details. The A&R TRA also provides for other contingent payments to be made by the Company to Mosing Holdings in 2015 and its impact on our business outlook, we continue to take actions to adjust our operations and cost structure to reflect current and the future in the event the Company realizes cash tax savings from tax attributes covered under the Original TRA during the ten year period following October 1, 2021 in excess of $18.1 million. 108 92 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents EXPRO GROUP HOLDINGS N.V. expected activity levels. Depending on future market conditions, further actions may be necessary to adjust our operations, which may result in additional charges. Our severance and other charges are summarized below (in thousands):   Year Ended December 31,   2017   2016   2015 Severance and other costs $ 2,697   $ 16,525   $ 35,484 Fixed asset retirements and abandonments 6,454   29,881   — Inventory impairment 51,181   —   — Accounts receivable write-offs 15,022   —   —   $ 75,354   $ 46,406   $ 35,484 Severance and other costs: During the year ended December 31, 2015, we incurred costs of $35.5 million due to executing a workforce reduction plan which included closing certain facilities and terminating leases. Also, the then Chairman of the Board of Supervisory Directors (who also held the role of Executive Chairman of our company) transitioned to a non-executive director of the supervisory board effective as of December 31, 2015. During the years ended December 31, 2017 and 2016, we incurred $2.7 million and $16.5 million, respectively, due to a continued effort to adjust our workforce to meet the depressed demand in the industry. Fixed asset retirements and abandonments: During the year ended December 31, 2016, we identified certain equipment that based on specifications and current market conditions no longer had economic utility and therefore had reached the end of its useful life. Accordingly, management decided to retire this equipment, which resulted in charges of $29.9 million. During the year ended December 31, 2017, we retired additional equipment priorNotes to the end of its originally estimated useful lives, as well as abandoned capital projects, which resulted in a charge of $6.5 million.Consolidated Financial Statements Inventory impairment: As further discussed in Note 5 – Inventories, we determined the cost of our connector inventory exceeded its net realizable value, which resulted in a charge of $51.2 million. Accounts receivable write-offs: We have experienced payment delays from certain customers in Nigeria, Angola and Venezuela. During the fourth quarter of 2017 management decided to significantly reduce our footprint in Nigeria and Angola and temporarily cease operations in Venezuela, which we believe will diminish our ability to collect amounts owed. As a result, we wrote off trade accounts receivable of $15.0 million during the year ended December 31, 2017. Note 20— 24.Supplemental Cash Flow Information     Year Ended December 31,       2021     2020     2019   Supplemental disclosure of cash flow information:                         Cash paid for income taxes net of refunds   $ (20,130 )   $ (21,437 )   $ (13,603 ) Cash paid for interest, net     (4,192 )     (2,630 )     (1,490 ) Change in accounts payable and accrued expenses related to capital expenditures     (8,191 )     (9,375 )     (839 ) Fair value of net assets acquired in the Merger, net of cash and cash equivalents and restricted cash     552,543       0       0   Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):   Year Ended December 31,   2017   2016   2015             Cash paid for interest $ 296   $ 447   $ 180 Cash paid (received) for income taxes, net of refunds (20,732 )   8,754   20,499             Non-cash transactions:           Change in accounts payable related to capital expenditures $ 5,761   $ 1,658   $ (3,534 ) Insurance premium financed by note payable 5,125   —   7,630 Net transfers from inventory to property, plant and equipment 4,689   —   — Value of shares issued for Blackhawk Group acquisition —   144,047   — Conversion of Preferred Stock —   55,941   — TRA liability —   124,531   — Deferred tax impact of TRA —   68,590   — 109 93 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 21—Segment Information Reporting Segments Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and Blackhawk. The International Services segment provides tubular services in international offshore markets and in several onshore international regions. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies, and other oilfield services companies. The U.S. Services segment provides tubular services in the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, Niobrara Shale and Utica Shale, as well as in the U.S. Gulf of Mexico. The Tubular Sales segment designs, manufactures and distributes large outside diameter ("OD") pipe, connectors and casing attachments and sells large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments. The Blackhawk segment provides well construction and well intervention services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations. Blackhawk’s customer base consists primarily of major and independent oil and gas companies as well as other oilfield services companies. Adjusted EBITDA We define Adjusted EBITDA as net income (loss) before interest income, 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 gain or loss, the effects of the TRA, other non-cash adjustments and other charges or credits. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our 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. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP. Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance. 94 Table of Contents FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents a reconciliation of Segment Adjusted EBITDA to net income (loss) (in thousands):   Year Ended December 31,   2017   2016   2015 Segment Adjusted EBITDA:           International Services $ 30,801   $ 33,264   $ 182,475 U.S. Services (1) (39,357 )   (11,012 )   95,612 Tubular Sales 3,181   1,741   40,999 Blackhawk 11,090   1,038   — Total 5,715   25,031   319,086 Interest income, net 2,309   2,073   341 Income tax (expense) benefit (72,918 )   25,643   (37,319 ) Depreciation and amortization (122,102 )   (114,215 )   (108,962 ) Gain (loss) on disposal of assets 2,045   (1,117 )   1,038 Foreign currency gain (loss) 2,075   (10,819 )   (6,358 ) Derecognition of the TRA liability (2) 122,515   —   — Charges and credits (3) (99,096 )   (82,675 )   (61,716 ) Net income (loss) $ (159,457 )   $ (156,079 )   $ 106,110 (1) Amounts previously reported as Corporate and other of $478 and $96 for 2016 and 2015, respectively, have been reclassified to U.S. Services to conform to the current presentation. (2) Please see Note 13 - Related Party Transactions for further discussion. (3) Comprised of Equity-based compensation expense (2017: $13,862; 2016: $15,978; 2015: $26,318), Mergers and acquisition expense (2017: $459; 2016: $13,784; 2015: none), Severance and other charges (2017: $75,354; 2016: $46,406; 2015: $35,484), Changes in value of contingent consideration (2017: none; 2016: none; 2015: $(1,532)), Unrealized and realized losses (2017: $2,791; 2016: $110; 2015: none), Investigation-related matters (2017: $6,143; 2016: $6,397; 2015: $1,446) and Other adjustments (2017: $487; 2016: none; 2015: none). 95 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets forth certain financial information with respect to our reportable segments. Included in “Corporate and Other” are intersegment eliminations (in thousands):   International Services   U.S. Services   Tubular Sales   Blackhawk   Eliminations   Total                         Year Ended December 31, 2017                       Revenue from external customers $ 206,746   $ 118,815   $ 58,210   $ 71,024   $ —   $ 454,795 Inter-segment revenues 23   17,071   14,132   129   (31,355 )   — Operating income (loss) (44,199 )   (101,602 )   (51,397 )   (17,544 )   —   (214,742 ) Adjusted EBITDA 30,801   (39,357 )   3,181   11,090   —   * Depreciation and amortization 54,873   38,151   3,697   25,381   —   122,102 Property, plant and equipment 197,305   173,501   66,153   32,687   —   469,646 Capital expenditures 7,042   9,618   268   4,977   —   21,905                         Year Ended December 31, 2016                       Revenue from external customers $ 237,207   $ 152,827   $ 87,515   $ 9,982   $ —   $ 487,531 Inter-segment revenues 68   19,590   19,456   —   (39,114 )   — Operating income (loss) (41,668 )   (116,603 )   (2,884 )   (2,207 )   —   (163,362 ) Adjusted EBITDA (1) 33,264   (11,012 )   1,741   1,038   —   * Depreciation and amortization 59,435   47,438   4,087   3,255   —   114,215 Property, plant and equipment 247,913   201,772   73,316   44,023   —   567,024 Capital expenditures 23,461   18,112   540   14   —   42,127                         Year Ended December 31, 2015                       Revenue from external customers $ 442,107   $ 326,437   $ 206,056   $ —   $ —   $ 974,600 Inter-segment revenues 754   25,844   35,927   —   (62,525 )   — Operating income (loss) 118,235   (10,783 )   36,203   —   —   143,655 Adjusted EBITDA (1) 182,475   95,612   40,999   —   —   * Depreciation and amortization 58,163   46,548   4,251   —   —   108,962 Property, plant and equipment 288,089   248,153   88,717   —   —   624,959 Capital expenditures 42,772   28,881   28,070   —   —   99,723 (1) Amounts previously reported as Corporate and other of $478 and $96 for 2016 and 2015, respectively, have been reclassified to U.S. Services to conform to the current presentation. * Non-GAAP financial measure not disclosed.     The CODM does not review total assets by segment as part of the financial information provided; therefore, no asset information is provided in the above table. 96 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We are a Netherlands based company and we derive our revenue from services and product sales to clients primarily in the oil and gas industry. For the years ended December 31, 2017 and 2016, one customer accounted for 10% and 13% of our revenues, respectively. In both years, all four of our segments generated revenue from this customer. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2015. Geographic Areas   Year Ended December 31,   2017   2016   2015 Revenue:           United States $ 244,684   $ 247,864   $ 530,133 Europe/Middle East/Africa 138,304   160,651   314,173 Latin America 33,131   35,390   56,515 Asia Pacific 20,573   30,325   55,995 Other countries 18,103   13,301   17,784   $ 454,795   $ 487,531   $ 974,600 The revenue generated in the Netherlands was immaterial for the years ended December 31, 2017, 2016 and 2015. Other than the United States, no individual country represented more than 10% of our revenue for the years ended December 31, 2017 and December 31, 2016. For the year ended December 31, 2015, the United States as well as the United Arab Emirates, which had revenues of $140.4 million, represented more than 10% of our revenue. Revenue is based on the location where services are provided and products are sold.   December 31,   2017   2016 Long-Lived Assets (PP&E)       United States $ 272,342   $ 319,111 International 197,304   247,913   $ 469,646   $ 567,024 Based on the unique nature of our operating structure, revenue generating assets are interchangeable between two categories: (i) offshore and (ii) onshore. In addition, some onshore assets can only be used in the U.S. based upon certification. Long-lived assets in the Netherlands were insignificant in each of the years presented. 97 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 22—Quarterly Financial Data (Unaudited) Summarized quarterly financial data for the years ended December 31, 2017 and 2016 is set forth below (in thousands, except per share data).   First   Second   Third   Fourth       Quarter   Quarter   Quarter   Quarter   Total 2017                   Revenue $ 110,731   $ 117,659   $ 108,083   $ 118,322   $ 454,795 Gross profit (1) 8,827   11,811   9,411   7,141   37,190 Operating loss (2) (36,610 )   (33,966 )   (35,080 )   (109,086 )   (214,742 ) Net income (loss) attributable to Frank's International N.V. common shareholders (3) (26,663 )   (25,950 )   2,296   (109,140 )   (159,457 ) Income (loss) per common share: (4)                   Basic and diluted $ (0.12 )   $ (0.12 )   $ 0.01   $ (0.49 )   $ (0.72 )                     2016                   Revenue $ 153,486   $ 120,946   $ 105,114   $ 107,985   $ 487,531 Gross profit (1) 41,945   10,168   6,919   5,717   64,749 Operating loss (2,882 )   (50,678 )   (48,932 )   (60,870 )   (163,362 ) Net loss (2,408 )   (45,287 )   (42,198 )   (66,186 )   (156,079 ) Net loss attributable to Frank's International N.V. common shareholders (772 )   (31,398 )   (36,982 )   (66,186 )   (135,338 ) Loss per common share: (4)                   Basic and diluted $ —   $ (0.20 )   $ (0.21 )   $ (0.30 )   $ (0.77 ) (1) Gross profit is defined as total revenue less cost of revenues less depreciation and amortization attributed to cost of revenues. (2) Fourth quarter includes inventory impairments of $51.2 million and accounts receivable write-offs of $15.0 million. Please see Note 19 – Severance and Other Charges in these Notes to Consolidated Financial Statements. (3) Third quarter includes the impact of the derecognition of the TRA liability. Please see Note 13 – Related Party Transactions in these Notes to Consolidated Financial Statements. (4) The sum of the individual quarterly income (losses) per share amounts may not agree with year-to-date net income (loss) per common share as each quarterly computation is based on the weighted average number of common shares outstanding during that period. 98 FRANK’S INTERNATIONAL N.V. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our financial statements for the periods ended September 30, June 30 and March 31, 2017 will be revised to correct for immaterial misclassifications resulting in a decrease cost of revenues, services and increase cost of revenues, products by the following amounts associated with Blackhawk product cost. While the revisions do impact two financial statement line items, the revisions had no impact on our net income (loss), working capital, cash flows or total equity previously reported (in thousands). The 2017 quarterly revisions will be effected in connection with the 2018 unaudited interim financial statements filings on Form 10-Q.   Three Months Ended   Six Months Ended   Nine Months Ended   March 31, 2017   June 30, 2017   September 30, 2017   June 30, 2017   September 30, 2017                     Cost of revenues, exclusive of depreciation and amortization                   Services, as previously reported $ 57,107   $ 60,777   $ 60,981   $ 117,884   $ 178,865 Blackhawk adjustment (5,424 )   (5,460 )   (5,480 )   (10,884 )   (16,364 ) Services, as revised 51,683   55,317   55,501   107,000   162,501                     Products, as previously reported $ 16,845   $ 17,567   $ 10,750   $ 34,412   $ 45,162 Blackhawk adjustment 5,424   5,460   5,480   10,884   16,364 Products, as revised 22,269   23,027   16,230   45,296   61,526 99 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 20172021, at the reasonable assurance level. Management's Management’s Report Regarding Internal Control See Management’s Report Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of its assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company assets that could have a material effect on the financial statements. On October 1, 2021, Frank’s and Legacy Expro completed the Merger, and, after giving effect to the Merger, the stockholders of Legacy Expro as of immediately prior to the Merger owned approximately 65% of Company Common Stock following Closing, and the stockholders of Frank’s as of immediately prior to the Merger owned approximately 35% of Company Common Stock following Closing. Frank’s was the legal acquirer in the Merger. Legacy Expro was the accounting acquirer in the Merger under U.S. GAAP. Prior to the Merger, Legacy Expro was a privately-held company and was not subject to Section 404 of the Sarbanes-Oxley Act (“SOX”), while Frank’s was a publicly traded company subject to Section 404 of SOX. For all filings under the Exchange Act after the Merger, the historical financial statements of the Company for the periods prior to the Merger are and will be those of Legacy Expro. The activities of Frank’s are and will be included in the Company’s financial statements for all periods subsequent to the Merger. As noted above, Frank’s was the legal acquirer in the Merger and subject to Section 404 of SOX. As of the date of its report, management was able to evaluate the effectiveness of the design and operation of the ongoing internal controls related to Frank’s. As the Merger occurred during the fourth quarter of 2021, and Legacy Expro was the accounting acquirer and not previously subject to Section 404 of SOX, management concluded there was insufficient time for management to complete its assessment of the internal controls over financial reporting related to Legacy Expro, and, therefore, Legacy Expro internal controls over financial reporting were excluded from this report on internal control over financial reporting. The management of the Company, with the participation of the CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting, by focusing on those controls that relate exclusively to ongoing Frank’s operations (covering approximately 14% of the revenue on the Consolidated Statements of Operations for the year ended December 31, 2021 and 45% of the total assets on the Consolidated Balance Sheets as of December 31, 2021). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 based on the Internal Control Over Financial Reporting under—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021. The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8, "Financial“Financial Statements and Supplementary Data"Data” of this Form 10-K. 110 Table of Contents Attestation Report of the Registered Public Accounting Firm See Report of Independent Registered Public Accounting Firm under Part II, Item 8, "Financial“Financial Statements and Supplementary Data"Data” of this Form 10-K. Changes in Control Over Financial Reporting There Upon closing of the Merger on October 1, 2021, the historical consolidated financial statements of Legacy Expro became the historical consolidated financial statements of the registrant. During the quarter ended December 31, 2021, following becoming a public company as a result of the reverse merger, we integrated our financial reporting processes of the business with Frank’s processes and implemented additional closing procedures to enable our financial reporting process. The processes and controls for significant areas including business combinations, intangible asset and goodwill valuations, income taxes, treasury, consolidations and the preparation of financial statements and related disclosures, and entity level controls have been substantially impacted by the ongoing integration activities. The primary changes in these areas are related to the consolidation of process owner leadership and control owners, and where required, the modification of inputs, processes and associated systems. For all areas of change noted, management believes the control design and implementation thereof are being appropriately modified to address underlying risks. Other than such changes, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2017,2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 111 100 Table of Contents PART III Item10.Directors, Executive Officers, and Corporate Governance Item 10 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2017. 2021. Item11.Executive Compensation Item 11 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2017. 2021. Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 12 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2017. 2021. Item13.Certain Relationships and Related Transactions, and Director Independence Item 13 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2017. 2021. Item14.Principal Accounting Fees and Services Item 14 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2017. 2021. 112 101 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1)         Financial Statements Our Consolidated Financial Statements are included under Part II, Item 8, "Financial“Financial Statements and Supplementary Data"Data” of this Form 10-K. For a listing of these statements and accompanying footnotes, see "Index“Index to Consolidated Financial Statements"Statements” at page 55. 58. (a)(2)         Financial Statement Schedules Schedule II - Valuation and Qualifying Accounts Financial statement schedules are listed on page 103. Schedules not listed above have been omitted because they are not applicable or not required or the information required to be set forth therein is included in Item 8, "Financial“Financial Statements and Supplementary Data"Data” or notes thereto. (a)(3)         Exhibits Exhibits The following exhibits are listed in the exhibit index beginning on page 104. Item 16. Form 10-K Summary None. 102  FRANK'S INTERNATIONAL N.V.  Schedule II - Valuation and Qualifying Accounts  (In thousands)                                           Balance at Beginning of Period   Additions / Charged to Expense   Deductions   Other   Balance at End of Period                     Year Ended December 31, 2017                    Allowance for doubtful accounts $ 14,337   $ 346   $ (9,725 )   $ (181 )   $ 4,777  Allowance for excess and obsolete inventory 4,626   19,727   (2,769 )   —   21,584  Allowance for deferred tax assets 5,442   53,399   (1,125 )   —   57,716                     Year Ended December 31, 2016                    Allowance for doubtful accounts $ 2,528   $ 10,374   $ (761 )   $ 2,196   $ 14,337 Allowance for excess and obsolete inventory (1) 2,200   1,762   (1,855 )   2,519   4,626 Allowance for deferred tax assets 2,798   2,644   —   —   5,442                     Year Ended December 31, 2015                    Allowance for doubtful accounts $ 2,477   $ 570   $ (751 )   $ 232   $ 2,528 Allowance for excess and obsolete inventory (1) 5,005   1,312   (703 )   (3,414 )   2,200 Allowance for deferred tax assets —   2,798   —   —   2,798 filed or furnished with this Report or incorporated by reference: EXHIBIT INDEX Exhibit Number Description 2.1 (1) "Other" includes allowances acquired through business combinations and reductions in the allowance credited to expense. 103 Exhibit Index #2.2 Agreement and Plan of Merger, dated as of March 10, 2021, by and among Frank'sFrank’s International N.V., FI ToolsNew Eagle Holdings LLC, BlackhawkLimited and Expro Group Holdings Inc. and Bain Capital Private Equity, LP (solely in its capacity as Stakeholder Representative) dated October 6, 2016International Limited (incorporated by reference to Exhibit 2.22.1 to the AnnualCurrent Report on Form 10-K8-K (File No. 001-36053), filed on February 24, 2017)March 11, 2021). 3.1 Deed of Amendment to Articles of Association of Frank's InternationalExpro Group Holdings N.V., dated May 19, 2017October 1, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 25, 2017)October 1, 2021). 10.1*4.1 Revolving CreditDescription of Common Stock of the Registrant. 4.2 Registration Rights Agreement, dated as of March 10, 2021, by and among Frank’s International N.V. and the shareholders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-36053), filed on March 11, 2021). 4.3 Registration Rights Agreement, dated August 14, 2013, by and among Frank'sFrank’s International C.V. (as Borrower)N.V., Amegy Bank National Association (as Administrative Agent)Mosing Holdings, Inc. and FWW B.V. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), Capital One, National Association (as Syndication Agent)filed on August 19, 2013). 4.4 Amendment to Registration Rights Agreement, dated as of March 11, 2021, by and among Frank’s International N.V. and the othershareholders party thereto (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-36053), filed on March 11, 2021). 10.1 Form of Voting and Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on March 11, 2021). *10.2 Director Nomination Agreement, dated as of March 11, 2021, among Expro Group Holdings N.V. and certain shareholders party thereto. 10.3 Closing Agreement, dated as of September 10, 2021, by and among Frank’s International N.V., New Eagle Holdings Limited and Expro Group Holdings International Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on September 15, 2021). 10.4 Revolving Facility Agreement, dated as of October 1, 2021, by and among, inter alios, Expro Group Holdings N.V., as parent, Exploration and Production Services (Holdings) Limited and Expro Holdings US Inc., as borrowers, the guarantors party thereto, the lenders party thereto and DNB Bank ASA, London Branch, as agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021). †10.5 Amended and Restated Executive Employment Agreement, dated as of October 1, 2021, by and between Expro Americas, LLC, Expro Group Holdings N.V., and Michael Jardon (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021). †10.6 Letter agreement, dated September 20, 2021, with Quinn Fanning (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021). 113 Table of Contents †10.7 Letter agreement, dated September 20, 2021, with Michael Bentham (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013)October 1, 2021). †10.210.8 Indemnification Service Agreement, dated August 14, 2013,as of September 30, 2021, by and among Frank's International N.V.between Expro North Sea Ltd and Donald Keith MosingAlistair George Sinclair Geddes (incorporated by reference to Exhibit 10.910.6 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013)October 1, 2021). †10.310.9 Indemnification Agreement Employment Assignment Letter, dated August 14, 2013, by and among Frank's International N.V. and Kirkland D. MosingSeptember 20, 2021, with Steven Russell (incorporated by reference to Exhibit 10.1210.7 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013)October 1, 2021). †10.410.10 Indemnification Employment Assignment Letter, dated September 20, 2021, with Nigel Lakey, and Letter Agreement, dated August 14, 2013, by and among Frank's International N.V. and Sheldon EriksonSeptember 20, 2021, with Nigel Lakey (incorporated by reference to Exhibit 10.1410.8 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013)October 1, 2021). *†10.510.11 IndemnificationService Agreement, dated August 14, 2013,as of September 29, 2021, by and among Frank's Internationalbetween Expro North Sea Ltd and John McAlister. *†10.12 Separation Agreement and Release, effective October 1, 2021, by and between Michael Kearney and Expro Group Holdings N.V. *†10.13 Separation Agreement and Steven B. MosingRelease, effective November 1, 2021, by and between Melissa Cougle and Expro Group Holdings N.V. *†10.14 Separation Agreement and Release, effective December 1, 2021, by and between John Symington and Expro Group Holdings N.V. *†10.15 Form of Indemnification Agreement. *†10.16 Expro Group Holdings N.V. Amended and Restated Employee Stock Purchase Plan. †10.17 Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.1510.10 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013)October 1, 2021). †10.610.18 Indemnification Agreement dated November 6, 2013, by and between Frank’s Expro Group Holdings International N.V. and Michael C. KearneyLimited 2018 Management Incentive Plan, as amended (incorporated by reference to Exhibit 10.1199.2 to the Annual ReportRegistration Statement on Form 10-KS-8 (File No. 001-36053)333-260033), filed on March 6, 2015)October 4, 2021). †10.710.19 Indemnification Form of Notice of Stock Option Award and Stock Option Award Agreement dated November 6, 2013, by and between Frank’sunder the Expro Group Holdings International N.V. and Gary P. LuquetteLimited 2018 Management Incentive Plan (incorporated by reference to Exhibit 10.1299.3 to the Annual ReportRegistration Statement on Form 10-KS-8 (File No. 001-36053)333-260033), filed on March 6, 2015)October 4, 2021). *†10.810.20 Indemnification Agreement dated February 3, 2014, by and among Frank's Frank’s International N.V. and Burney J. Latiolais, Jr.2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2020 Performance Based Form). *†10.21 Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Performance Based Form). †10.22 Amendment to Frank’s International N.V. Employee Restricted Stock Unit (RSU) Agreement (2013 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.1210.6 to the AnnualQuarterly Report on Form 10-K10-Q (File No. 001-36053), filed on MarchMay 4, 2014)2021). *†10.23 Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated, Restricted Stock Unit Agreement (Non-Employee Director Form). *†10.910.24 Indemnification Expro Group Holdings N.V. Long-Term Incentive Plan Restricted Stock Unit Agreement dated December 1, 2014, by and between Frank’s International(2021 Time Based Form). *†10.25 Expro Group Holdings N.V. and Jeffrey J. BirdLong-Term Incentive Plan Restricted Stock Unit Agreement (2021 Performance Based Form). †10.26 Form of Inducement Award Restricted Stock Unit Agreement (Time-Based) (incorporated by reference to Exhibit 10.299.4 to the Current ReportRegistration Statement on Form 8-KS-8 (File No. 001-36053)333-260033), filed on December 1, 2014)October 4, 2021). †10.1010.27 Indemnification Form of Inducement Award Restricted Stock Unit Agreement dated January 23, 2015, by and between Frank’s International N.V. and William B. Berry(Performance-Based) (incorporated by reference to Exhibit 10.299.5 to the Current ReportRegistration Statement on Form 8-KS-8 (File No. 001-36053)333-260033), filed on January 27, 2015)October 4, 2021). †10.1110.28 Indemnification Agreement dated May 4, 2015, by and between Frank's Frank’s International N.V. Executive Amended and Daniel A. AllingerRestated U.S. Executive Change-in-Control Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.1210.52 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016)25, 2019). †10.1210.29 Indemnification Agreement dated August 4, 2015, by and between Frank's First Amendment to the Frank’s International N.V. Amended and Alejandro CesteroRestated U.S. Executive Change-in-Control Severance Plan (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016). †10.13 Indemnification Agreement dated October 19, 2015, by and between Frank's International N.V. and Ozong E. Etta (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016). *†10.14 Indemnification Agreement dated May 20, 2016, by and between Frank's International N.V. and Michael E. McMahon. *†10.15 Indemnification Agreement dated May 20, 2016, by and between Frank's International N.V. and Alexander Vriesendorp. 104 †10.16 Indemnification Agreement dated November 15, 2016, by and between Frank's International N.V. and Douglas Stephens (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 24, 2017). †10.17 Indemnification Agreement dated March 2, 2017, by and between Frank's International N.V. and Kyle McClure (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 7, 2017). †10.18 Indemnification Agreement dated March 19, 2017, by and between Frank's International N.V. and Robert Drummond (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 7, 2017). *†10.19 Indemnification Agreement dated February 19, 2018, by and between Frank's International N.V. and Scott A. McCurdy. *†10.20 Employee Confidentiality and Restrictive Covenant Agreement dated October 4, 2016 between Burney J. Latiolais, Jr. and Frank's International, LLC. †10.21 Employment Offer for Burney J. Latiolais, Jr. effective as of October 5, 2016 (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 24, 2017). †10.22 Separation, Consulting, and General Release Agreement by and between Gary P. Luquette, Frank’s International, LLC and Frank’s International N.V., effective as of November 11, 2016 (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 24, 2017). †10.23 Separation Agreement and Release dated as of January 25, 2017 and effective as of January 25, 2017, by and between Frank's International, LLC and Daniel Allinger (incorporated by reference to Exhibit 10.110.5 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 2, 2017)4, 2021). *†10.2410.30 Employment Offer Letter for Douglas Stephens effective as Amendment One to the Frank’s International N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan, dated October 1, 2021. *†10.31 Form of November 15, 2016Frank’s International N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan Participation Agreement including Confidentiality and Restrictive Covenant Agreement. 114 Table of Contents †10.32 Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.1910.54 to the Annual Report on Form 10-K (File(Filed No. 001-36053), filed on February 24, 2017)25, 2019). *†10.2510.33 Employment Offer Letter for Kyle McClure effective as of June 5, 2017 (incorporated by reference to Exhibit 10.3 Amendment One to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 7, 2017). †10.26 Separation Agreement by and between Douglas G. Stephens, Frank's International, LLC and Frank's International NV, dated October 5, 2017 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 01-36053), filed on November 2, 2017). †10.26 Employment Offer Letter for Michael C. Kearney effective as of September 26, 2017 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File no. 001-36053), filed on November 2, 2017). †10.28 Frank'sFrank’s International N.V. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013). †10.29 Frank's International N.V. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013). †10.30 First Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of December 31, 2013 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014). †10.31 Second Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of November 5, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014). †10.32 Third Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of January 1, 2016 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015). †10.33 Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013). 105 †10.34 Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014). †10.35 Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013). †10.36 First Amendment to the Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014). †10.37 Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014). †10.38 Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on December 1, 2014). †10.39 Amendment to Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (IPO Grants Form) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015). †10.40 Amendment to Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus Grants Form) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015). †10.41 Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Time Vested Form) (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016). †10.42 Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Performance Based Form) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016). †10.43 Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on July 28, 2016). †10.44 Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Special IncentivesU.S. Executive Retention and Retention Form) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 24, 2017). †10.45 Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Supplemental Grant Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 2, 2017). 10.46 Frank's International N.V. Executive Change-in-Control Severance Plan, dated May 20, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 27, 2015).October 1, 2021. 10.47 *†10.34 Form of Frank's InternationalExpro Group Holdings N.V. U.S. Executive Change-in-ControlRetention and Severance Plan Participation Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).including Confidentiality and Restrictive Covenant Agreement. 10.48 †10.35 Frank's Frank’s Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013). 10.49 10.36 Tax Receivable Amendment No. 10 to the Limited Partnership Agreement dated August 14, 2013, by and among Frank's International N.V., Frank'sof Frank’s International C.V. and Mosing Holdings, Inc., effective as of December 1, 2017 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013). 10.50 Registration Rights Agreement, dated August 14, 2013, by and among Frank's International N.V., Mosing Holdings, Inc. and FWW B.V. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013). 106 10.51 Form of Limited Waiver of Registration Rights to that certain Registration Rights Agreement, dated as of August 14, 2013, with Mosing Holdings, LLC, FWW B.V., and the other parties thereto (incorporated by reference to Exhibit 10.4310.55 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 24, 2017)27, 2018). 10.52 *21.1 Registration Rights Agreement, dated as of November 1, 2016, among Frank's International N.V., the Bain Capital Investors and certain other investors named therein (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-3 (File No. 333-214509), filed on November 8, 2016). 10.53 Global Transaction Agreement, dated July 22, 2013, by and among Frank's International N.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013). 10.54 Voting Agreement, dated July 22, 2013, by and among Ginsoma Family C.V., FWW B.V., Mosing Holdings, Inc., and certain other parties thereto (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013). *10.55 Amendment No. 10 to the Limited Partnership Agreement of Frank's International C.V., effective as of December 1, 2017. 10.56 Limited Waiver of Financial Covenants by and among Frank's International C.V. (as Borrower), Amegy Bank National Association (as Administrative Agent), Capital One, National Association (as Syndication Agent) and the other lenders party thereto (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 2, 2017). *18.1 Preferability Letter from PricewaterhouseCoopers LLP *21.1 List of Subsidiaries of Frank's InternationalExpro Group Holdings N.V. *23.1 Consent of PricewaterhouseCoopers LLP.Deloitte & Touche LLP *23.2 Consent of Ernst & Young LLP *31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)13a-14 (a) under the Securities Exchange Act of 1934. *31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. **32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350. **32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350. *101.INS101.1 XBRL Instance Document. The following materials from Expro’s Annual Report on Form 10-K for the period ended December 31, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statements of Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements. *101.SCH104 Cover Page Interactive Data File (embedded within the Inline XBRL Taxonomy Extension Schema Document.document). *101.CAL XBRL Taxonomy Calculation Linkbase Document. *101.DEF XBRL Taxonomy Definition Linkbase Document. *101.LAB XBRL Taxonomy Extension Label Linkbase Document. *101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. † Represents management contract or compensatory plan or arrangement. # Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. * Filed herewith. ** Furnished herewith. †     Represents management contract or compensatory plan or arrangement. *     Filed herewith. **   Furnished herewith. Item 16. Form 10-K Summary None. 107 115 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: Frank's International N.V.       (Registrant) By: Expro Group Holdings N.V.         Date: February 27, 2018 By: /s/ Kyle McClure (Registrant)       Kyle McClure Date: March 8, 2022 By: /s/ Quinn P. Fanning       Quinn P. Fanning Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2018. March 8, 2022. Signature   Title       /s/ Michael C. KearneyJardon   Chairman, President and Chief Executive Officer and Director Michael C. KearneyJardon   (Principal Executive Officer)       /s/ Kyle McClureQuinn P. Fanning   Senior Vice President and Chief Financial Officer Kyle McClure Quinn P. Fanning   (Principal Financial Officer)       /s/ Ozong E. EttaMichael Bentham   Vice President, ChiefPrincipal Accounting Officer Ozong E. Etta Michael Bentham   (Principal Accounting Officer)       /s/ William B. BerryMichael C. Kearney   Supervisory Lead Director Chairman of the Board William B. Berry Michael C. Kearney /s/ Eitan Arbeter Director Eitan Arbeter /s/ Robert W. Drummond Director Robert W. Drummond /s/ D. Keith Mosing Director D. Keith Mosing           /s/ Robert W. DrummondAlan Schrager   Supervisory Director Robert W. DrummondAlan Schrager           /s/ Michael E. McMahonLisa L. Troe   Supervisory Director Michael E. McMahonLisa L. Troe           /s/ D. Keith MosingBrian Truelove   Supervisory Director D. Keith MosingBrian Truelove           /s/ Kirkland D. MosingEileen G. Whelley   Supervisory Director Kirkland D. Mosing Eileen G. Whelley     /s/ S. Brent Mosing Supervisory Director S. Brent Mosing /s/ Alexander Vriesendorp Supervisory Director Alexander Vriesendorp 108 116