Some of our largest customers have consolidated in recent years and are using their size and purchasing power to achieve economies of scale and pricing concessions. This consolidation may result in reduced capital spending by such customers or the acquisition of one or more of our other primary customers, which may lead to decreased demand for our products and services. If we cannot maintain sales levels for customers that have consolidated or replace such revenue with increased business activities from other customers, this consolidation activity could have a significant negative impact on our business, financial condition and results of operations. We are unable to predict what effect consolidations in our industry may have on prices, capital spending by customers, selling strategies, competitive position, ability to retain customers or ability to negotiate favorable agreements with customers.

We are subject to the risk of supplier concentration.

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 have been and may in the future 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 and federally, including the recent release of proposed rules by the SEC that would require companies to enhance and standardize disclosures related to climate change, specifically those associated with physical risks and transitional risks. 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 affectour 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, including the ongoing COVID-19 pandemic which continues to cause significant global economic disruption. Any prolonged period of economic slowdown or recession in the U.S. and other countries or similar other events outside our control 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, the ultimate impact of which is difficult to predict.

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. Geopolitical tensions or conflicts, such as the Russian war in Ukraine, may further heighten the risk of cyberattacks.

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. We have experienced, and expect to continue to experience, cyber intrusions and attacks to our information systems and our operational technology. To our knowledge, none of these incidents or attacks have resulted in a material cybersecurity intrusion or data breach.

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. A cyberattack or security breach could result in liability under data privacy laws, regulatory penalties, damage to our reputation or loss of confidence in us, or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences. 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 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. Reduced activity in our areas of operation as a result of decreased capital spending could have a negative long-term impact on our business. 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.

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

Prior to the Merger, Frank’s and Legacy Expro operated independently. During 2022, we substantially completed the integration of Frank's and Legacy Expro into the combined Company.

The success of the Merger, including anticipated benefits and cost savings, depends, in part, on our ability to successfully integrate the legacy companies. The integration of our operations following the Merger is a complex, and time-consuming process which began in October 2021 upon the closing of the Merger and remains ongoing. If we experience difficulties in this process, the anticipated benefits of the Merger may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on us for an undetermined period. There can be no assurances that we will be successful or that we will realize the expected operational and financial scale, increased free cash flow, or enhanced corporate returns on invested capital currently anticipated from the Merger.

We are also incurring substantial integration-related costs related to the 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. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the integration of our operations.

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. 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.

Restrictions in the agreement governing our Revolving Credit Facility ("RCF") could adversely affect our business, financial condition, results of operations andstock 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. These limit our and our subsidiaries' ability to, among other things, prepay certain indebtness and pay dividends or buyback shares. Furthermore, our RCF contains financial covenants which if we fail to comply with 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. In addition, any borrowings under our RCF may be at variable rates of interest that expose us to interest rate risk. If interest rates continue to 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.

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-

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.

Our oil and gas exploration and production customers’ operations in the U.S. 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 governing the dischargecould, 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 materials into the environment, healththese developments that impact our customers could reduce demand for our products and safety aspectsservices, which could have a material adverse effect on our business, results of our operations or otherwiseand financial condition.

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

Governing bodies have enacted and may propose legislation or regulations that would materially limit or prohibit drilling in certain areas. The issuance of more stringent safety and environmental protection.guidelines, 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. If laws are enacted or other governmental action is taken that restricts or prohibits drilling in our expected areas of operation, demand for our services and products could be reduced and our business could be materially adversely affected.

Governments in some foreign countries have been increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries, including local content requirements for participating in tenders. Many governments favor or effectively require that contracts be awarded to local 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 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 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 may result in the assessment of administrative, civil and criminal penalties, imposition of remedial or corrective action requirements and the imposition of injunctions to limit or prohibit certain activities or force future compliance. Certain environmental laws may impose joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment.

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.U.S. 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 conductinghave conducted an internal investigation of the operations of certain of ourFrank’s foreign subsidiaries in West Africa forincluding possible violations of the FCPA, our policies and other applicable laws, and inlaws. In  June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC and the U.S. Department of Justice (“DOJ”). The DOJ has provided a declination, subject to the Company and other governmental entities.the SEC reaching a satisfactory settlement of civil claims. We are unable to predict the ultimatediscussing a possible resolution of these matters beforewith the SEC and, DOJ. Adverse action bybased on the course of these government agenciesdiscussions to date, we believe that a final resolution of this matter is likely to include a civil penalty in the amount of approximately $8 million. While we believe the final resolution of this matter is nearing a conclusion, there can be no assurance as to the timing or the terms of any final resolution, including the amount of any civil penalty, or that a settlement will be reached at all. In the event a settlement is not reached, litigation may ensue and, accordingly, the actual loss incurred in connection with this matter could exceed the expected amount and may have a material adverse effect on our business.financial position, results of operations or cash flows.

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extent that we continue our expansion on a global basis, as expected, we expect that increasing portions

Table 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 products.

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, 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.

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

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 do not perform hydraulic fracturing, 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 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 certain limited circumstances. 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. Litigation concerning this rescission is ongoing. 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 and products.

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 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.

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.

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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 Estimates—Goodwill.”

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.

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 in 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 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 loss of the services of these individuals, or other integral key personnel affiliated with entities that we acquire in the future, could have a material adverse effect on our business. Furthermore, we may not be able to enforce all 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 demand for our services and products 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 services and products 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.

Restrictions in the agreement governing our ABL Credit Facility could adversely affect our business, financial condition and results of operations.

On November 5, 2018, FICV, Frank’s International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a five-year senior secured revolving credit facility (the “ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0 million, including up to $15.0 million available for letters of credit. The operating and financial restrictions in our ABL Credit Facility

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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 ABL Credit Facility limits our and our subsidiaries’ ability to, among other things:

incur debt or issue guarantees;    

incur or permit certain liens to exist;

make certain investments, acquisitions or other restricted payments;    

dispose of assets;    

engage in certain types of transactions with affiliates;

merge, consolidate or transfer all or substantially all of our assets; and

prepay certain indebtedness.

Furthermore, our ABL Credit Facility contains a covenant requiring us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein) when availability under our ABL Credit Facility falls below the greater of (a) $12.5 million and (b) 15% of the lesser of the borrowing base and aggregate commitments. Accounts receivable received by FINV’s U.S. subsidiaries that are parties to our ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. In the event FINV does not maintain the minimum fixed charge coverage ratio discussed above, these deposit accounts would be subject to “springing” cash dominion.

In addition, any borrowings under our ABL Credit Facility 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 ABL Credit Facility 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 ABL Credit Facility include foreclosure on the collateral securing the indebtedness and termination of the commitments under our ABL Credit Facility, and any outstanding borrowings under our ABL Credit Facility may be declared immediately due and payable.

Please see “Management’s Discussion & Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Credit Facility” for an expanded discussion regarding our ABL Credit Facility, including current amounts outstanding.

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 and our corporate and other overhead expenses, make payments under the Tax Receivable Agreement, 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 to us in an amount sufficient to allow us to (i) pay our taxes and our corporate and other overhead expenses, (ii) make payments under the Tax Receivable Agreement we entered into with Mosing Holdings in connection with the initial public offering (“IPO”) (such agreement, the “TRA”) and (iii) pay 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 are otherwise unable to provide such funds, our liquidity and financial condition could be materially adversely affected.

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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, could have substantial control over our management and affairs.

The Mosing family (either individually or through various holding entities of the Mosing family members), based on the best information available to the Company, currently collectively owns approximately 52% of the total voting power entitled to vote at annual or special meetings. While the Mosing family members have terminated a voting agreement with respect to the shares they own, the Mosing family has the ability (but not the requirement) to designate on an annual basis who will comprise our Board of Supervisory Directors nominated to the shareholders based on the amount of shares that they collectively own. 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 director 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 nominated by our supervisory board. Our supervisory board currently consists of nine members, three of whom are members of the Mosing family. The existence of significant shareholders 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, they will continue to be able to influence 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 and whether and when to cause us to incur new or refinance existing indebtedness, especially in light of the existence of the TRA. 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 other holders of shares of our common stock.

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 the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax we actually realize (or are deemed to realize in certain circumstances) in periods after the IPO as a result of (i) 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. We will retain the benefit of the remaining 15% of these cash savings. Payments we make under the TRA will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return to the date of payment.

The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA commenced upon the completion of the IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless we exercise our right to terminate the TRA (or the TRA is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control), and we make the termination payment specified in the TRA.

Estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise. For purposes of the TRA, cash savings in tax generally are calculated by comparing our actual tax liability to the amount we would have been required to pay had we not been able to utilize any of the tax benefits subject to the TRA. The amounts payable, as well as the timing of any payments, under the TRA are dependent upon significant future events and assumptions, including the amount and timing of the taxable income we generate 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 giving rise to depreciable or amortizable tax basis. We expect that the payments that we will be required to make under the TRA will be substantial. The payments under the TRA are not conditioned upon a holder of rights under a TRA having a continued ownership interest

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in 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.

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

If we elect to exercise our sole right to terminate the TRA early (or it terminates early as a result of our breach), we would be required to make a substantial immediate lump-sum payment equal to the present value of the hypothetical future payments that could be required to be paid under 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), determined by applying a discount rate equal to the long-term Treasury rate in effect on the applicable date plus 300 basis points. Any early termination payment may be made significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the termination payment relates. In addition, payments due under the TRA would be similarly accelerated following certain mergers or other changes of control. In these situations (or if the TRA terminates early), 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, 2019, the estimated termination payment would be approximately $50.0 million (calculated using a discount rate of 5.25%). 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.

We will not be reimbursed for any payments made under the TRA in the event that any tax benefits are subsequently disallowed.

Payments under the TRA will be based on the tax reporting positions that we will determine. If the Internal Revenue Service (the “IRS”) were to successfully 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.

In the event that our payment obligations under the TRA are accelerated upon certain mergers or other changes of control, the consideration payable to holders of our common stock could be substantially reduced.

If we experience a merger or other change of control, we would be obligated to make a substantial, immediate lump-sum payment under the TRA, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of any cash tax savings from the tax benefits to which the payment relates. As a result of this payment obligation, holders of our common stock could receive substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Further, our payment obligations under the TRA will not be conditioned upon a holder of rights under the TRA having a continued interest in us. Accordingly, the interests of holders of rights under the TRA may conflict with those of the holders of our common stock.

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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.

As of February 18, 2020, we had 225,656,227 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 and based on the best information available to the Company, approximately 52% 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 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.

Our declaration of dividends is within the discretion of our management board, with the approval of our supervisory board, and subject to certain limitations under Dutch law, 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, 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 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 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.

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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.

U.S. 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.

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

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

In addition, based on Dutch corporate law and our articles of association, the 2022 annual general meeting of shareholders has authorized our Board, for a period of eighteen months as of the date of the 2022 annual meeting, to issue common stock, up to 20% of the issued share capital, for any legal purpose, which could include defensive purposes, without further shareholder approval being needed.

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

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It may be difficult for you to obtain or enforce judgments against us or some of our executive officers and directors in the United StatesU.S. 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 StatesU.S. 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 StatesU.S. 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 StatesU.S. court in the Netherlands, a claim against the relevant party on the basis of such judgment should be brought before the competent 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);

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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.

•

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.

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 StatesU.S. 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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Actions

Table of activistContents

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 cause ushave significant influence over the outcome of matters requiring a shareholder vote, including the election of directors, the adoption of any amendment to incur substantial costs, divert management's attentionthe articles of association of the Company and resources,the approval of mergers and other significant corporate transactions. Their influence over the Company may have an adversethe effect on our business.

While we always welcome constructive input from ourof 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 (i) two persons as its nominees for election to the Board as non-executive directors for so long as the Oak Hill Group (as defined in the Director Nomination Agreement) collectively owns shares of Common Stock equal to at least 20% of the total shares outstanding and (ii) one person as its nominee for election to the Board as a non-executive director for so long as the Oak Hill Group collectively owns shares of Common Stock equal to at least 10% (but less than 20%) of the total shares outstanding. Upon the Oak Hill Group ceasing to collectively own shares of Common Stock equal to at least 10% of the total shares outstanding, Oak Hill Advisors will not have a right to designate a director to the Board. Further, members of the Mosing family have the right to designate one person as their nominee for election to the Board as a non-executive director. Upon the Mosing Family Members (as defined in the Director Nomination Agreement) ceasing to collectively own shares of Common Stock equal to at least 10% of the total shares outstanding, the members of the Mosing family will not have a right to designate a director to the Board. Finally, if these shareholders and regularly engagewere in dialogue with our shareholdersthe future to that end, activist shareholders may from time to time engage in proxy solicitations, advance shareholder proposalssell all or otherwise attempt to impose changes or acquire control over us. If activist shareholder activities occur, our businessa material number of shares of Company Common Stock, the market price of Company’s Common Stock could be adversely affected because respondingnegatively impacted.

Risks Related to proxy contests and reacting to other actions by activist shareholders can be costly and time-consuming, disruptive to our operations and divert the attention of management and our employees. In addition, perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist shareholder initiatives may result in the loss of potential business opportunities, harm our ability to attract new investors, customers, employees, suppliers and other strategic partners, and cause our share price to experience periods of volatility or stagnation.

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 StatesU.S. 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.

In particular, the U.S. federal income tax legislation enacted in 2017 and commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) is highly complex and subject to interpretation. The presentation of our financial condition and results of operations is based upon our current interpretation of the provisions contained in the Tax Act. In the future, the Treasury Department and the IRS are expected to issue final regulations and additional interpretive guidance with respect to the provisions of the Tax Act. Any significant variance of our current interpretation of such provisions from any future final regulations or interpretive guidance could result in a change to the presentation of our financial condition and results of operations and could negatively affect our business.

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We are a Netherlands limited liability company, 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 foreign investment company,” 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:

(1) at least 75%Table 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, 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.

Once a non-U.S. 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 disadvantageous U.S. federal income tax regime. 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 extent they constitute excess distributions) and gains from the sale of our shares would be taxed at the regular 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 do not expect to be a PFIC for the current taxable year or in the foreseeable future. However, the application of the PFIC rules involves a facts and circumstances analysis and we cannot assure you that the IRS would not agree with our conclusion or that the U.S. tax laws will not change significantly.

The U.S. 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 adversely affect our results, result in a reduced amount of foreign tax credit for U.S. holders, or limit future acquisitions of U.S. businesses.

Under U.S. “anti-inversion” tax laws, if, following the acquisition of a U.S. corporation (or substantially all of the assets of a U.S. corporation) by a foreign corporation, the equity owners of that U.S. corporation own at least 80% (by vote or value, calculated without regard for any stock issued in any 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 for U.S. federal tax purposes even though it is a corporation created and organized outside of the United States. In such event we would be subject to U.S. federal income tax on our worldwide income, which would reduce our cash available for distribution and the value of our common stock, 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 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.

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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.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

In order to design, manufacture and service the proprietary equipment that support our operations, as well as the 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 approximately 5060 countries.

The following table details our material facilities by segment, owned or leased by us as of December 31, 2019.

2022.

		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
TRS and Tubulars 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
TRS Segment ESSA
Aberdeen, Scotland		Owned		Regional operations, engineering and administration
Dubai, United Arab Emirates Den Helder, the Netherlands		Owned/Leased		Regional operations and administration
Kuala Lumpur, Malaysia Stavanger, Norway		Leased		Regional operations and administration
Macaé, Brazil		Owned		Regional operations and administration
Cementing Equipment 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 TRS segment in the U.S. Gulf of Mexico and our Tubulars segment. The Lafayette facility is our global headquarters for the design and manufacture of our equipment and is situated on a total of 164 acres. The main facility occupies 148 acres and consists of manufacturing, operations, pipe storage, training and administration. The remaining 16 acres located off of the main campus consists of manufacturing, warehousing and administration. Our manufacturing operations occupy 14 of the 30 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.

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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, 2019. 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 17—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 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 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.

As disclosed above, our investigation into possible violations of the FCPA remains ongoing, and it is our intent to 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.

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 “XPRO”. Prior to the Merger, our common stock traded on the NYSE under the symbol “FI”.

On February 18, 2020,21, 2023, we had 225,656,227108,817,989 shares of common stock outstanding. The common shares outstanding at February 18, 202021, 2023, were held by approximately 2820 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

We did not have any sales of unregistered equity securities during the year ended December 31, 20192022, 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

On June 16, 2022, the Board approved a new stock repurchase program, under which we are authorized to acquire up to $50.0 million of our outstanding common stock through November 24, 2023 (the “Stock Repurchase Program”). Under the Stock Repurchase Program, we may repurchase shares of our common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program is being utilized at management’s discretion and in accordance with U.S. federal securities laws. The timing and actual numbers of shares repurchased, if any, will depend on a variety of factors including price, corporate requirements, the constraints specified in the Stock Repurchase Program along with general business and market conditions. The Stock Repurchase Program does not obligate us to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. From the inception of this program in June 2022 to date, we repurchased 1.1 million shares of our common stock for a total cost of approximately $13.0 million. Following is a summary of repurchases of our common stock during the three months ended December 31, 2022:

Period		Total Number of Shares Purchased (1)				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)				Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (2)
October 1 - October 31			--			$	--				--			$	37,004,400
November 1 - November 30			--			$	--				--			$	37,004,400
December 1 - December 31			--			$	--				--			$	37,004,400
Total			--			$	--				--

1)	This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions. We administer cashless settlements and do not repurchase stock in connection with cashless settlements.

2)

Our Board authorized a program to repurchase our common stock from time to time. Approximately $37 million remained authorized for repurchases as of December 31, 2022, subject to the limitation set in our shareholder authorization for repurchases of our common stock, which is approximately 10% of the common stock issued as of March 21, 2022.

None.

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Performance Graph

The following performance graph compares the performance of our common stock to the Russell 2000 Index, and the PHLX Oil Service Sector Index (“OSX”).

, the SPDR S&P Oil & Gas Equipment & Services ETF (“XES”) and to a peer group established by management. The peer group consists of the following companies: Baker Hughes Company, ChampionX Corporation, Core Laboratories N.V., Dril-Quip, Inc., TechnipFMC plc, Halliburton Company, Helix Energy Solutions Group Inc., National Energy Services Reunited Corp., NexTier Oilfield Solutions Inc., Oceaneering International, Inc., NOV Inc. and Schlumberger Limited.

The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the Russell 2000 Index, the OSX, the XES and OSXour peer group for the period from December 31, 20142017 through December 31, 2019.2022. The graph assumes that the value of the investment in our common stock was $100 at December 31, 20142017 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2019.2022. The shareholder return set forth herein is not necessarily indicative of future performance.

*$100 invested on 12/31/2014, including reinvestment of dividends. Fiscal year ending December 31.

The performance graph above and related information shall not be deemed “soliciting material” or to be “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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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 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 and political conditions, including political tensions, conflicts and war (such as the ongoing Russian war in Ukraine).

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 forward-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 U.S. and globally on various commercial and economic activities due to global pandemics and epidemics (including 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, or economic slowdown or recession, in the U.S. and other countries, 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.

These and other important factors that could affect our operating results and performance are described in (i) Part I, Item 6. Selected Financial Data

The selected consolidated financial information contained below is derived from our Consolidated Financial Statements1A “Risk Factors” and should be read in conjunction with Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of 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 this Form 10-K are expressly qualified in their entirety by the cautionary statements in this section.

	Year Ended December 31,
	2019				2018				2017				2016				2015
	(in thousands, except per share amounts)
Financial Statement Data:
Revenue	$	579,920			$	522,493			$	454,795			$	487,531			$	974,600
Net income (loss)	(235,329		)		(90,733		)		(159,457		)		(156,079		)		106,110
Total assets	994,165				1,193,929				1,261,769				1,588,061				1,726,838
Debt	—				5,627				4,721				276				7,321
Total equity	810,294				1,034,772				1,115,901				1,311,319				1,451,426
Earnings Per Share Information:
Basic income (loss) per common share	$	(1.05	)		$	(0.41	)		$	(0.72	)		$	(0.77	)		$	0.51
Diluted income (loss) per common share	$	(1.05	)		$	(0.41	)		$	(0.72	)		$	(0.77	)		$	0.50
Weighted average common shares outstanding:
Basic	225,159				223,999				222,940				176,584				154,662
Diluted	225,159				223,999				222,940				176,584				209,152
Cash dividends per common share	$	—			$	—			$	0.225			$	0.45			$	0.60
Other Data:
Adjusted EBITDA (1)	$	57,521			$	33,232			$	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 definition and a reconciliation of Adjusted EBITDA to net income (loss), 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.

This section of this Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

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 requires, 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 7,600 employees and gas industry and have been in business for over 80 years. We provide our services and productssolutions to leading exploration and production companies in both onshore and offshore environments in approximately 60 countries.

Our broad portfolio of products and onshore environments, with a focus on complexservices are designed to enhance production and technically demanding wells.

Duringimprove recovery across the first quarter of 2019, the Company changed its reportable segment structure. Please see Note 1—Basis of Presentation and Significant Accounting Policies and Note 20—Segment Information in the Notes to Consolidated Financial Statements for additional information. We conduct our businesswell lifecycle from exploration through three operating segments:

abandonment, including:

Well Construction

•

Tubular Running Services. The TRS segment provides •

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, globally. Internationally,cementing and tubulars. With a focus on innovation, we are continuing to advance the TRS segment operates inway wells are constructed by optimizing process efficiency on the majorityrig floor, developing new methods to handle and install tubulars and mitigating well integrity risks.

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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 offshore oilwell. We provide what we believe to be the most reliable, efficient and gas markets and also in several onshore regions with operations in approximately 50 countries on six continents. In the U.S., the TRS segment provides services in the active onshore oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, ascost-effective subsea well as in the U.S. Gulf of Mexico. Our customers in these markets are primarily largeaccess systems for exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies.

•

Tubulars. The Tubulars segment designs, manufactures and distributes connectors and casing attachments for large outside diameter (“OD”) heavy wall pipe. Additionally, the Tubulars segment sells large OD pipe originally manufactured by various pipe mills, as plain end or fully fabricated with proprietary welded or thread-direct connector solutions and provides specialized fabrication and welding services in support of offshore deepwater projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubular assemblies up to 400 feet in length. The Tubulars segment also specializes in theappraisal, development, manufacture and supply of proprietary drilling tool solutions that focus on improving drilling productivity through eliminating or mitigating traditional drilling operational risks.

•

Cementing Equipment. The CE segment provides specialty equipment to enhance the safety and efficiency of rig operations. It provides specialized equipment, services and products utilized in the construction, completionintervention and abandonment, including an extensive portfolio of thestandard 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 acquire and interpret 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 both onshorewellbore annuli; and offshore environments. The product portfolio includes casing accessories that serve to improve the installation of casing, centralizationGalea™, an autonomous well intervention solution. We also possess several other distinct technical capabilities, including non-intrusive metering technologies and wellbore zonal isolation, as well as enhance cementing operations through advance wiper plug and float equipment technology. Abandonment solutions are primarily used to isolate portions of the wellbore through the setting of barriers downhole to allowwireless telemetry systems for rig evacuation in case of inclement weather, maintenance work on other rig equipment, squeeze cementing, pressure testing within the wellbore, hydraulic fracturing and temporary and permanent abandonments. These offerings improve operational efficiencies and limit non-productive time if unscheduled events are encountered at the wellsite.reservoir monitoring.

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We operate a global business and have a diverse and relatively stable customer base that is comprised of national oil companies (“NOC”), international oil companies (“IOC”), independent exploration and production companies (“Independents”) and service partners. We have strong relationships with a number of the world’s largest NOCs and IOCs, some of which 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 geographical basis. Our reporting structure and the key financial information used by our management team is organized around our four operating segments: (i) NLA, (ii) ESSA, (iii) MENA and (iv) APAC.

How We Generate Our Revenue

Our The majority of our services revenue is derived primarily from providing tubular services which involvesin well construction, well flow management, subsea well access and well intervention and integrity to operators globally. Our revenue includes equipment service charges, personnel charges, run charges and consumables. Some of our contracts allow us to charge for additional deliverables, such as the handlingcosts of mobilization of people and installationequipment and customer specific engineering costs associated with a project. We also procure products and services on behalf of multiple joints of pipe to establish a cased wellbore and the installation of smaller diameter pipe inside a cased wellbore.

In contrast, our tubular product revenue is derived from sales of certain products, including large OD pipe connectors and large OD pipe manufacturedcustomers that are provided by third parties directly to external customers.

Our Cementing Equipment revenue is derived from well construction and well intervention services and products. The revenue has historically been split evenly between service revenue and product revenue.

In addition, our customers typically reimburse us 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, 2022, approximately 79% of our productsrevenue was generated outside of the United States and equipmentapproximately 70% of our revenue was generated by activities related to offshore oil and gas operations. Approximately 70% of our revenue was generated by services tied to drilling and completions-related activities, which are generally funded by customers’ capital expenditures, and approximately 30% of our revenue was generated by production optimization related activities, which are generally funded by customers’ operating expenditures rather than capital expenditures.

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Market Conditions and Price of Oil and Gas

Fiscal year 2022 has seen positive signs of recovery in the market following the impact of the COVID-19 pandemic and the Russian war in Ukraine. There are a number of market factors that have had, and may continue to have, an effect on our business, including:

•

The market for energy services and our business are substantially dependent on the price of oil and, to a lesser extent, the regional price of gas, which are both driven by market supply and demand. Changes in oil and gas prices impact customers' willingness to spend 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.

•

Oil demand in 2022 exceeded 2021; in 2023 liquids demand is estimated to approximate 2019 levels. Brent prices remained volatile during the fourth quarter of 2022, with the average Brent oil price falling as a result of a slowdown in demand growth and tighter governmental monetary policies, offset by falling global oil inventories, uncertainty around the impact of the latest sanctions on Russia, and continued production restraint from OPEC+ members. In February 2023, Russia announced that it will cut production by 500,000 bbl/d in March, equivalent to 5% of its January output, following the enactment of the EU embargo and the $60 per barrel price cap for Russian oil.

•

Following the multi-year underinvestment in new reserves, Expro and other energy service companies expect that operators will increase activity levels in exploration and development in 2023 and beyond, while maintaining fiscal discipline.

•

Activity related to gas production and associated asset development is continuing to accelerate in the North Sea, Sub-Saharan Africa and MENA as a result of Russian gas supply shortfalls and Europe’s effort to diversify its gas supply and reduce its reliance on Russian pipeline gas supplies over the long term.

•

Growth is not expected to be uniform across geo-markets or type of activity; however, international and deepwater activity are expected to continue to improve in 2023 and beyond. We also expect that the demand for services related to brownfield and production enhancement and infield development programs will continue to show increased demand. In addition, we envisage an increase in demand for early production facilities, especially in support of gas and liquified natural gas (“LNG”) developments.

•

The clean energy transition continues to gain momentum. Hydrocarbons, however, are expected to continue to play a vital role in the transition towards more sustainable energy resources, with natural gas in particular acting as a key transition fuel and potentially as a structural source of low carbon electricity generation. We also believe that the existing expertise and future innovation within the energy services sector, both to reduce emissions and enhance efficiency, will be critical. We are already active in the early-stage carbon capture and storage segment and have expertise and established operations within the geothermal and flare reduction segments. We continue to develop technologies to enhance the sustainability of our customers’ operations which, along with our digital transformation initiatives, are expected to enable us to continue to support our customers’ commercial and environmental initiatives. As the industry changes, we continue to evolve our approach to adapt and help our customers address the critical energy transition.

•

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

Outlook

Demand continues to improve despite volatile oil prices, with oil demand forecast to return to pre-pandemic levels in early 2023. The U.S. Energy Information Administration (“EIA”) estimates that global liquids consumption will increase from our staging areasan average of 99.4 million barrels per day ("b/d") in 2022 to the customers’ job sites.

Outlook

We have observed100.5 million b/d in 2023 (approximating 2019 consumption levels) and expectrise further to see102.2 million b/d in 2024.  The EIA expects continued OPEC+ production growth in 2023 and a moderatefurther increase of 0.8 million b/d over 2022, to average 29.5 million b/d in 2024. The increase in customer spending globallyOPEC+ production along with growth in U.S. oil production in 2023 (expected to rise to 12.4 million b/d in 2023 and 12.8 million b/d in 2024, greater than the highest annual average U.S. crude oil production on oil and natural gas exploration and production. Exploration and development spending has started to shift toward offshore and internationally focused projects while U.S. land activity is anticipated to flatten over the coming year. Activity in the deep and ultra-deep offshore markets is already benefiting from a modest improvement thatrecord) is expected to continue through 2020. After several yearslead to an overall build in global oil inventories in 2023.  As a result, the EIA has reduced its forecast for Brent crude oil spot prices from its third quarter prediction to an average $83 per barrel in 2023 and $78 per barrel in 2024, compared to an average $101 per barrel in 2022. The EIA’s third quarter forecast was an average $102 per barrel in 2022 and $95 per barrel in 2023, so the EIA is increasingly forecasting a stabilizing oil price with lower price peaks.

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Table of depressed spending, several large-scale projects that were placed on hold are now being sanctionedContents

In addition to the improving oil market outlook, global natural gas prices remain elevated due to a combination of sustained economic activity and initiated. In many internationalenergy security concerns in Europe driving continued strong demand for LNG to replace Russian pipeline gas. The global demand for natural gas is set to decline from the highs of 2022 as domestic consumption from the electric power and industrial sectors is reduced and LNG exports remain relatively flat, limiting further upwards pricing pressures in 2023.

The EIA expects Henry Hub spot prices to decrease to an average of $4.90 per million British thermal unit (“MMBtu”) in 2023, down close to 25% from $6.42 MMBtu in 2022, then falling to $4.80/MMBtu in 2024 as natural gas production outpaces an increase in LNG exports resulting from rising LNG export capacity. Rystad forecasts the European and Asian LNG spot price to trade at approximately $32.0/MMBtu and $30.0/MMBtu respectively in 2023, a reduction from previous forecasts as record-strong LNG supplies have driven a storage build, suggesting a comparably softer market for 2023. The market does however remain tight for 2023 with upside risks due to further reduction in Russian gas and LNG exports, cold spells in the northern hemisphere, and a recovery in Chinese demand.

The outlook for 2023 indicates a continuing recovery in exploration and production expenditures, with investments expected to reach pre-pandemic levels with growth maintained in offshore shelf activity, driven by Latin America, shale / tight oil led by the U.S. land markets, we see increased activity as operators recognize improved economics at current commodity prices. We anticipate the total spending on U.S. onshore projects to decreaseand significant investments in 2020 from 2019 levels as operators act on adjusted capital budgets, however we believe the bottom has been reachedincremental capacity in the fourth quarter of 2019Middle East, including Saudi Arabia, the United Arab Emirates and will stabilizeQatar, in 2020 at those levels. In 2019.order to offset the U.S. onshore market went throughdecline in Russian gas supply.

As a disciplined spending cutback to ensure operations were within capital budget constraints which drove this market downward. We believe this cash flow discipline will continue through 2020.

    For our Tubular Running Services segment,result, we expect bothdemand for our services and solutions to continue to trend positively through 2023. The following provides an outlook for 2023 by our reporting segments based on data from Spears and Associates, Inc.

NLA: In North America, activity is projected to increase in 2023 by approximately 12% to 810 active rigs and over 21,900 new well spuds, which will also support an increase of 6% in frac activity over 2022. Approximately 792 rigs are forecast to be active in onshore North America, and 18 rigs active offshore, a 20% increase over 2022 active offshore rig count. Therate of growth has decelerated recently, most likely due to increased oilfield inflation and fiscal discipline from operators looking to return excess cash to investors or use cash to reduce financial leverage. In Latin America, drilling activity is forecast to increase 19% in 2023 to 202 active rigs and approximately 2,700 new wells, driven by the U.S.continued recovery in Argentina and international offshore markets to see moderate growth. This business is typically associatedMexico, two countries with higher margin projects which we anticipate will evolve our margin profile during 2020. We do, however, anticipate that competitive pricing is likely to persist and that could serve to limit our growth. In 2018 and 2019, we made market share gains globally and expect we will sustain those gainsthe highest drilling activity in the future. Our client base continuesregion. Offshore drilling activity in Latin America is forecast to expand asrise 13% to 44 active rigs and 280 wells, driven by Brazil and Mexico, but offshore activity in Guyana is also expected to remain buoyant.

ESSA: European drilling contractorsis projected to average 84 active rigs in 2023 (up 14%) accounting for approximately 775 new wells. Offshore drilling is projected to rise by 9% in 2023, averaging 35 rigs with 425 new wells. As a result of energy security concerns and integrated service providers looka desire by European policy makers  to reduce reliance on Russian oil and gas imports, there remains an increased focus on North Sea operations and production optimization from existing assets, core areas of Expro’s expertise. In Sub-Saharan Africa, drilling activity is forecast to jump by 12% in 2023 to average 129 active rigs, drilling over 1,000 new wells. Sub-Saharan Africa growth is driven by offshore activity with 16% growth forecast in 2023, with the progression of development programs for differentiated technologya number of large offshore projects.  In addition, exploration campaigns in Namibia are also progressing. New gas and efficiency-based solutions. Our U.S. onshore operationsLNG projects are expected to see a reduction from 2019, however we also anticipate a gradual improvement beginning inboost Africa’s natural gas production to record levels over the second quarter as budgets are replenishednext decade, driven by Europe’s demand for non-Russian imports and asAfrica’s own gas demand rising.

MENA: In the Middle East and North Africa, drilling activity levels rebound slowly from what we believe is near bottom levelsprojected to rise substantially in the fourth quarter2023 (26%) to an average of 2019.

The Tubulars segment356 active rigs, drilling over 3,100 new wells as Saudi Arabia seeks to meet increased demand for its oil with several large oilfield expansion schemes. Abu Dhabi, Qatar and Iraq also plan to increase their production capacity. There also is increased focus on infield development and production optimization and enhancement projects to increase production rates (for example in Saudi Arabia, Iraq and Qatar), also adding to a positive future activity outlook.

APAC: In Asia-Pacific, drilling activity is forecast to increase by 11% with 189 active rigs drilling around 2,500 new wells in 2023. Offshore activity is forecast to grow 20% to an average of 49 rigs, with growth primarily driven by specialized needs of our customersin India, Indonesia, Malaysia and the timing of projects, specificallyThailand.  In addition, carbon capture, utilization and storage project interest is growing, with opportunities being investigated in the Gulf of Mexico. We expect to benefit from increased salesThailand as well as in select international markets thatIndonesia, Australia and Malaysia.  Production enhancement, well intervention and well abandonment activities are predicted to supplement our flat to slightly down outlook in the offshore Gulf of Mexico. Our drilling tools service line continues to expand from the introduction of new tools and we anticipate this service line will grow well beyond market rates during the coming year as these new offerings penetrate both the U.S. and International markets. Similarly, our tubulars product line is anticipated to benefit from greater demand during 2020 than that which was seen during 2019 as customer inventories are diminished and offshore activity increases.

The Cementing Equipment segment product and service lines are expected to see incremental improvement year over year in offshore markets. The U.S. onshore products and services will likely follow the U.S. onshore trend of bottoming in the fourth quarter of 2019 and demonstrate slow improvement beginning in the second quarter of 2020. As in 2019, the growth of Cementing Equipment into international offshore markets is expected to again see a sequential improvement as new equipment is built, certified and deployed in these markets. The U.S. Gulf of Mexico market is expected to see a slight increase matching market growth rates.

also gaining momentum.

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    In furtherance

Table of our operational efforts and in light of prolonged challenging market conditions, we completed a comprehensive review of our geographic footprint, ongoing initiatives, cost structure and asset base. The review identified areas for profitability improvement across the organization and actions have begun in several business areas which are designed to increase profitability by $30 million in 2020. This included a company-wide restructuring announced during the fourth quarter of 2019. Alongside this restructuring, our project and initiative review also led us to conclude it was appropriate to impair and reserve a meaningful amount of our construction in progress as we challenged commercialization plans for some of our in-flight engineering efforts.Contents

    Overall, we expect continued but modest improvement in both customer spend and activity through 2020 in the offshore and international markets, which will be offset by the ongoing retraction in U.S. onshore spending on a year over year basis. We will continue our efforts to expand our newer service and product lines that have been historically weighted to the U.S. offshore market, focusing on international markets which have been historically underrepresented by the Cementing Equipment and Tubulars segments. We will also place a strong focus on operational efficiency gains and prioritizing projects that improve market share and profitability. We remain in a 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, 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, 2022 compared to year ended December 31, 2021

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

•

Revenue for the year ended December 31, 2022 increased by $453.6 million, or 54.9%, to $1,279.4 million, compared to $825.8 million for the year ended December 31, 2021. Of the total increase, $385.7 million represents an increase in well construction revenue, reflecting a full-year impact of the Merger (versus only the last quarter of  2021 in the prior year). The remaining increase was driven by higher well management revenue due to higher customer activities. Activity and revenue across all our geography-based operating segments also increased during the year ended December 31, 2022. 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, 2022 of $20.1 million, compared to a net loss of $131.9 million for the year ended December 31, 2021. The overall decrease in net loss was primarily driven by increased revenue and Adjusted EBITDA due to a combination of the impact of the Merger, Merger-related synergies and higher activity during the year ended December 31, 2022, a reduction in stock-based compensation expense of $35.7 million and a reduction in merger and integration expense of $34.0 million. The above improvement was partially offset by higher start-up and commissioning costs of $27.7 million incurred on a large subsea project in the current year and an increase in tax expenses by $25.0 million during the year ended December 31, 2022.

•

Adjusted EBITDA for the year ended December 31, 2022 increased by $80.3 million, or 63.8%, to $206.2 million from $125.9 million for the year ended December 31, 2021. The overall increase in Adjusted EBITDA was due to the impact of the Merger, Merger-related synergies and higher activity during the year ended December 31, 2022, partially offset by start-up and commissioning costs incurred on a large subsea project during 2022. Adjusted EBITDA margin increased to 16.1% during the year ended December 31, 2022, as compared to 15.3% during the year ended December 31, 2021, due to a combination of favorable product mix and lower support costs as a result of merger-related synergies, partially offset by start-up and commissioning costs incurred on a large subsea project during the current period. Excluding $27.7 million of such start-up and commissioning costs during the year ended December 31, 2022, Adjusted EBITDA would have been $233.9 million and Adjusted EBITDA margin would have been 18.3%.

•

Net cash provided by operating activities was $80.2 million during the year ended December 31, 2022 as compared to $16.1 million during the year ended December 31, 2021. The increase of $64.1 million in net cash provided by operating activities for the year ended December 31, 2022 was primarily due to improvements in Adjusted EBITDA of $80.3 million (despite the start-up and commissioning costs referenced above), a decrease in payment of merger and integration expenses related to the Merger of $9.8 million, and a decrease in payment of severance and other expense of $4.1 million, partially offset by unfavorable movements in working capital of $15.9 million and an increase in tax payments of $13.0 million during the year ended 31 December 2022. Adjusted Cash Flow from Operations and Cash Conversion for the year ended December 31, 2022, were $115.3 million and 55.9%, respectively, compared to $65.3 million and 51.9%, respectively, for the year ended December 31, 2021.

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Selected Unaudited Financial Information for the Three Months Ended December 31, 2022 and September 30, 2022

Operating Segment Results

The following table shows revenue by segment and revenue as a percentage of total revenue by segment for the three months ended December 31, 2022 and September 30, 2022:

		Three Months Ended								Percentage
(in thousands)		December 31, 2022				September 30, 2022				December 31, 2022				September 30, 2022
NLA		$	131,684			$	134,574				37.5	%			40.2	%
ESSA			117,344				99,809				33.4	%			29.9	%
MENA			55,387				50,030				15.8	%			15.0	%
APAC			46,551				49,938				13.3	%			14.9	%
Total Revenue		$	350,966			$	334,351				100.0	%			100.0	%

The following table shows the Segment EBITDA and Segment EBITDA as a percentage of total revenue by segment (“Segment EBITDA margin”) and a reconciliation to income (loss) before income taxes for the three months ended December 31, 2022 and September 30, 2022:

		Three Months Ended								Segment EBITDA Margin
(in thousands)		December 31, 2022				September 30, 2022				December 31, 2022				September 30, 2022
NLA		$	35,153			$	39,743				26.7	%			29.5	%
ESSA			30,179				17,760				25.7	%			17.8	%
MENA			19,433				14,667				35.1	%			29.3	%
APAC			3,673				(8,617	)			7.9	%			-17.3	%
Total Segment EBITDA		$	88,438			$	63,553				25.2	%			19.0	%
Corporate costs			(23,954	)			(18,849	)
Equity in income of joint ventures			5,590				3,510
Depreciation and amortization expense			(34,538	)			(34,825	)
Merger and integration expense			(4,996	)			(1,629	)
Severance and other expense			(2,411	)			(3,242	)
Stock-based compensation expense			(3,554	)			(4,684	)
Foreign exchange gain (loss)			2,044				(7,957	)
Other income, net			1,477				432
Interest and finance (expense) income, net			(3,468	)			1,502
Income (loss) before income taxes		$	24,628			$	(2,189	)

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Quarter endedDecember 31, 2022compared to quarter ended September 30, 2022

NLA

Revenue for the NLA segment was $131.7 million for the three months ended December 31, 2022, a decrease of $2.9 million, or 2.1%, compared to $134.6 million for the three months ended September 30, 2022. The decrease was primarily due to lower well management services revenue in Mexico and the U.S., partially offset by higher well construction services revenue in the Gulf of Mexico driven by higher customer activities.

Segment EBITDA for the NLA segment was $35.2 million, or 26.7% of revenues, during the three months ended December 31, 2022, compared to $39.7 million, or 29.5% of revenues, during the three months ended September 30, 2022. The decrease of $4.5 million in Segment EBITDA was attributable to lower activity and the reduction in Segment EBITDA margin was attributable to a less favorable product mix during the three months ended December 31, 2022.

ESSA

Revenue for the ESSA segment was $117.3 million for the three months ended December 31, 2022, an increase of $17.5 million, or 17.6%, compared to $99.8 million for the three months ended September 30, 2022. The increase in revenues was primarily driven by higher well flow management revenue in Congo from a new contract and in the U.K. from increased customer activities.

Segment EBITDA for the ESSA segment was $30.2 million, or 25.7% of revenues, for the three months ended December 31, 2022, an increase of $12.4 million, or 69.9%, compared to $17.8 million, or 17.8% of revenues, for the three months ended September 30, 2022. The increase in Segment EBITDA and Segment EBITDA margin was primarily attributable to higher activity levels and a more favorable activity mix during the three months ended December 31, 2022.

MENA

Revenue for the MENA segment was $55.4 million for the three months ended December 31, 2022, an increase of $5.4 million, or 10.7%, compared to $50.0 million for the three months ended September 30, 2022. The increase in revenue was driven by higher well flow management services revenue in Algeria and the Kingdom of Saudi Arabia.

Segment EBITDA for the MENA segment was $19.4 million, or 35.1% of revenues, for the three months ended December 31, 2022, an increase of $4.7 million, or 32.5%, compared to $14.7 million, or 29.3% of revenues, for the three months ended September 30, 2022. The increase in Segment EBITDA and Segment EBITDA margin was primarily due to higher activity and a more favorable activity mix during the three months ended December 31, 2022.

APAC

Revenue for the APAC segment was $46.6 million for the three months ended December 31, 2022, a decrease of $3.3 million, or 6.8%, compared to $49.9 million for the three months ended September 30, 2022. The decrease in revenue was primarily due to lower subsea well access revenue in Australia and Malaysia.

Segment EBITDA for the APAC segment was $3.7 million, or 7.9% of revenues, for the three months ended December 31, 2022, an increase of $12.3 million compared to $(8.6) million, or (17.3)% of revenues, for the three months ended September 30, 2022. The increase in Segment EBITDA (despite the decrease in revenues) was primarily due to lower start-up and commissioning costs incurred on a large subsea project during the three months December 31, 2022, as compared to the three months ended September 30, 2022. Excluding $4.8 million and $16.8 million of start-up and commissioning costs during the three months ended December 31, 2022 and September 30, 2022, respectively, Segment EBITDA would have been $8.5 million and $8.1 million and Segment EBITDA margin would have been 18.2% and 16.3% respectively, for the three months ended December 31, 2022 and September 30, 2022.

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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 income (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 revenue. 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 loss for each of the periods presented (in thousands):

	Year Ended December 31,
	2019				2018				2017
Net loss	$	(235,329	)		$	(90,733	)		$	(159,457	)
Goodwill impairment	111,108				—				—
Severance and other charges (credits), net	50,430				(310		)		75,354
Interest income, net	(2,265		)		(4,243		)		(2,309		)
Depreciation and amortization	92,800				111,292				122,102
Income tax expense (benefit)	23,794				(2,950		)		72,918
(Gain) loss on disposal of assets	1,037				(1,309		)		(2,045		)
Foreign currency (gain) loss	2,233				5,675				(2,075		)
TRA related adjustments	(220		)		1,359				(122,515		)
Charges and credits (1)	13,933				14,451				23,742
Adjusted EBITDA	$	57,521			$	33,232			$	5,715
Adjusted EBITDA margin	9.9		%		6.4		%		1.3		%

		Year ended
		December 31,
		2022				2021				2020
Net loss		$	(20,145	)		$	(131,891	)		$	(307,045	)
Income tax expense (benefit)			41,247				16,267				(3,400	)
Depreciation and amortization expense			139,767				123,866				113,693
Impairment expense (1)			-				-				287,454
Severance and other expense			7,825				7,826				13,930
Merger and integration expense			13,620				47,593				1,630
Gain on disposal of assets			-				(1,000	)			(10,085	)
Other income, net (2)			(3,149	)			(3,992	)			(3,908	)
Stock-based compensation expense			18,486				54,162				-
Foreign exchange losses			8,341				4,314				2,261
Interest and finance expense, net			241				8,795				5,656
Adjusted EBITDA (3)		$	206,233			$	125,940			$	100,186
Adjusted EBITDA Margin			16.1	%			15.3	%			14.8	%

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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)	Excluding $27.7 million of start-up and commissioning costs on a large subsea project during the year ended December 31, 2022, Adjusted EBITDA would have been $233.9 million and Adjusted EBITDA margin would have been 18.3%.

The following table provides 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,
		2022				2021				2020
Net cash provided by operating activities		$	80,169			$	16,144			$	70,391
Cash paid during the year for interest, net			3,851				4,192				2,630
Cash paid during the year for severance and other expense			3,970				8,052				15,602
Cash paid during the year for merger and integration expense			27,344				36,921				-
Adjusted Cash Flow from Operations		$	115,334			$	65,309			$	88,623
Adjusted EBITDA		$	206,233			$	125,940			$	100,186
Cash Conversion			55.9	%			51.9	%			88.5	%

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(1)	Comprised of Equity-based compensation expense (2019: $11,280; 2018: $10,621; 2017: $13,862), Mergers and acquisition expense (2019: none; 2018: $58; 2017: $459), Unrealized and realized (gains) losses (2019: $(228); 2018: $(1,682); 2017: $2,791), Investigation-related matters (2019: $3,838; 2018: $5,454; 2017: $6,143) and Other adjustments (2019: $(957); 2018: none; 2017: $487).

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Safety Performance

Safety

Results of Operations

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 onea useful operating performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and corporate costs, and Segment EBITDA allows management to more meaningfully analyze the trends and performance of our primary core values. Maintainingoperations 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 a strong safety record is a critical componentpercentage 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 derivedtotal revenue 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 TRIRsegment for the years ended December 31, 2019, 20182022 and 2017:

December 31, 2021:

		Year Ended												Percentage
(in thousands)		December 31, 2022				December 31, 2021				December 31, 2020				December 31, 2022				December 31, 2021				December 31, 2020
NLA		$	499,813			$	193,156			$	115,738				39.1	%			23.4	%			17.2	%
ESSA			389,342				300,557				219,534				30.4	%			36.4	%			32.5	%
MENA			201,495				171,136				194,033				15.7	%			20.7	%			28.7	%
APAC			188,768				160,913				145,721				14.8	%			19.5	%			21.6	%
Total Revenue		$	1,279,418			$	825,762			$	675,026				100.0	%			100.0	%			100.0	%

	Year Ended December 31,
	2019			2018			2017
TRIR	0.64			0.84			0.57

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Results of Operations

The following table presents our consolidated resultsshows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income (loss) before income taxes for the periods presented (in thousands):

	Year Ended December 31,
	2019				2018				2017
Revenue:
Services	$	473,538			$	416,781			$	364,061
Products	106,382				105,712				90,734
Total revenue	579,920				522,493				454,795
Operating expenses:
Cost of revenue, exclusive of depreciation and amortization
Services (1)	338,325				302,880				273,200
Products (1)	78,666				76,183				71,708
General and administrative expenses (1)	120,444				126,638				129,218
Depreciation and amortization	92,800				111,292				122,102
Goodwill impairment	111,108				—				—
Severance and other charges (credits), net	50,430				(310		)		75,354
(Gain) loss on disposal of assets	1,037				(1,309		)		(2,045		)
Operating loss	(212,890		)		(92,881		)		(214,742		)
Other income (expense):
TRA related adjustments (2)	220				(1,359		)		122,515
Other income, net	1,103				2,047				1,763
Interest income, net	2,265				4,243				2,309
Mergers and acquisition expense	—				(58		)		(459		)
Foreign currency gain (loss)	(2,233		)		(5,675		)		2,075
Total other income (expense)	1,355				(802		)		128,203
Loss before income taxes	(211,535		)		(93,683		)		(86,539		)
Income tax expense (benefit)	23,794				(2,950		)		72,918
Net loss	$	(235,329	)		$	(90,733	)		$	(159,457	)

⁽¹⁾ For the yearyears ended December 31, 2018, $28,9462022 and $8,246 have been reclassified from general and administrative expenses and costDecember 31, 2021:

		Year Ended												Segment EBITDA Margin
(in thousands)		December 31, 2022				December 31, 2021				December 31, 2020				December 31, 2022				December 31, 2021				December 31, 2020
NLA		$	135,236			$	32,254			$	54				27.1	%			16.7	%			0.0	%
ESSA			74,681				53,336				35,393				19.2	%			17.7	%			16.1	%
MENA			63,315				56,312				77,296				31.4	%			32.9	%			39.8	%
APAC (1)			4,850				33,444				34,976				2.6	%			20.8	%			24.0	%
Total Segment EBITDA			278,082				175,346				147,719
Corporate costs (2)			(87,580	)			(66,153	)			(61,122	)
Equity in income of joint ventures			15,731				16,747				13,589
Depreciation and amortization expense			(139,767	)			(123,866	)			(113,693	)
Impairment expense			-				-				(287,454	)
Merger and integration expense			(13,620	)			(47,593	)			(1,630	)
Severance and other expense			(7,825	)			(7,826	)			(13,930	)
Stock-based compensation expense			(18,486	)			(54,162	)			-
Foreign exchange loss			(8,341	)			(4,314	)			(2,261	)
Other income, net			3,149				3,992				3,908
Gain on disposal of assets			-				1,000				10,085
Interest and finance expense, net			(241	)			(8,795	)			(5,656	)
Income (loss) before income taxes		$	21,102			$	(115,624	)		$	(310,445	)

(1)	Excluding $27.7 million of start-up and commissioning costs during the year ended December 31, 2022, Segment EBITDA would have been $32.6 million and Segment EBITDA margin would have been 17.3%.

(2)	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.

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Table of revenue, products, respectively,Contents

Yearended December31, 2022 compared to cost of revenue, services. For the year endedDecember 31, 2017, $34,486 and $15,492 have been reclassified from general and administrative expenses and cost of revenue, products, respectively, to cost of revenue, services. See Note 1—Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements.

⁽²⁾ Please see Note 12—Related Party Transactions in the Notes to Consolidated Financial Statements for further discussion.

Consolidated Results of Operations

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

2021

NLA

Revenue. Revenue from external customers, excluding intersegment sales, for the year ended December 31, 2019 increased by $57.4 million, or 11.0%, to $579.9 million from $522.5NLA segment was $499.8 million for the year ended December 31, 2018. Revenue increased across all2022, an increase of our segments. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.”

Cost of revenue, exclusive of depreciation and amortization. Cost of revenue for the year ended December 31, 2019 increased by $37.9306.6 million, or 10.0%158.7%, compared to $417.0 million from $379.1$193.2 million for the year ended December 31, 2018. The2021. Of the total increase, $257.8 million was primarily dueattributable to higher activity levels across segments, as well as mixconstruction revenue, reflecting a full-year impact of workthe Merger (versus only the fourth quarter of 2021 in the TRSprior year) and CE segments, partially offset by productivityhigher customer activities in Gulf of Mexico, the U.S. and cost efficiency actions taken in 2019.

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General and administrative expenses. General and administrative (“G&A”) expenses forBrazil during the year ended December 31, 2019 decreased by $6.22022. The remaining increase of $48.9 million was attributable to higher well flow management revenue in the U.S., Gulf of Mexico and Canada as well as higher well intervention and integrity revenue in Argentina and Brazil during the year ended December 31, 2022.

Segment EBITDA for the NLA segment was $135.2 million, or 4.9%,27.1% of revenues, during the year ended December 31, 2022, compared to $120.4$32.3 million or 16.7% of revenues during the year ended December 31, 2021, an increase of $102.9 million. The increase was primarily attributable to a combination of the impact of the Merger and higher activities during the year ended December 31, 2022. Further, the increase in Segment EBITDA margin was due to a more favorable activity mix and lower support costs as a result of merger-related synergies, which together contributed to a higher fall-through from $126.6incremental revenue. 

ESSA

Revenue for the ESSA segment was $389.3 million for the year ended December 31, 2018, due to sales and use tax refunds received during the second half2022, an increase of 2019 along with cost savings associated with personnel reductions. This was partially offset by increased insurance costs driven by an adjustment in the first quarter of 2019.

Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2019 decreased by $18.5$88.7 million, or 16.6%29.5%, compared to $92.8 million from $111.3$300.6 million for the year ended December 31, 2018, as2021. The Merger contributed an increase of $85.6 million, reflecting well construction revenue during the year ended December 31, 2022. Additionally, well intervention and integrity services revenue was higher during the current period in the U.K. and Mozambique due to increased customer activities. We also benefited from higher well flow management revenue during the three months ended December 31, 2022, driven by a resultnew long-term construction project in Congo. This increase was partially offset by lower well flow management business activity in Nigeria due to a large production equipment sale in 2021 that did not recur during the current period and lower well flow management services revenue in Norway from reduced customer activities.

Segment EBITDA for the ESSA segment was $74.7 million, or 19.2% of revenues, during the year ended December 31, 2022, compared to $53.3 million, or 17.7% of revenues, during the year ended December 31, 2021, an increase of $21.4 million, primarily due to the impact of the Merger and higher activities during the year ended December 31, 2022. The increase in Segment EBITDA margin was primarily due to a lower depreciable asset base.

Goodwill impairment. We recognized a goodwill impairment of $111.1more favorable activity mix.

MENA

Revenue for the MENA segment was $201.5 million for the year ended December 31, 2019. There2022, an increase of $30.4 million, or 17.7%, compared to $171.1 million for the year ended December 31, 2021. Of the total increase, $15.9 million was no goodwill impairment chargeattributable to the Merger reflecting the well construction revenue during the year, and the remaining increase was primarily driven by well flow management equipment sales in Saudi Arabia and higher well flow management revenue in Algeria and Egypt, partially offset by lower well intervention and integrity activities in Algeria.

Segment EBITDA for the MENA segment was $63.3 million, or 31.4% of revenues, during the year ended December 31, 2018. See Note 1—Basis2022, compared to $56.3 million, or 32.9% of Presentationrevenues during the year ended December 31, 2021. The increase was primarily attributable to a combination of the impact of the Merger and Significant Accounting Policies higher activities during the year ended December 31, 2022. The reduction in Segment EBITDA margin was primarily due to lower activity on higher margin contracts and a less favorable activity mix.

APAC

Revenue for the APAC segment was $188.8 million for the year ended December 31, 2022, an increase of $27.9 million, or 17.3%, compared to $160.9 million for the year ended December 31, 2021. Of the total increase, $26.5 million was attributable to the Merger with the addition of well construction revenue during the period, and the remaining increase was primarily attributable to higher subsea well access and well intervention and integrity services revenue in Australia and Brunei, respectively, partially offset by lower well flow management and well intervention and integrity revenue in Thailand.

Segment EBITDA for the APAC segment was $4.9 million, or 2.6% of revenues, during the year ended December 31, 2022, compared to $33.4 million, or 20.8% of revenues, during the year ended December 31, 2021. The reduction in Segment EBITDA and Segment EBITDA margin was primarily due to $27.7 million in start-up and commissioning costs incurred on a large subsea project during the year ended December 31, 2022 that did not occur during the year ended December 31, 2021, lower activity on higher margin contracts and a resulting less favorable activity mix. Excluding the $27.7 million of such start-up and commissioning costs during the year ended December 31, 2022, Segment EBITDA would have been $32.6 million and Segment EBITDA margin would have been 17.3%.

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Corporate Costs

Corporate costs for the year ended December 31, 2022 increased by $21.4 million, or 32.3%, to $87.6 million as compared to $66.2 million for the year ended December 31, 2021. The increase in the Notescorporate costs is primarily driven by the impact of the Merger, whereby the statement of operations reflect the corporate costs of only Legacy Expro prior to Consolidated Financial Statements the Merger and of the combined company (including activities of Frank’s) for additional information.

Severanceall periods subsequent to the Merger, partially offset by lower support costs as a result of merger-related synergies.

Equity in income of joint ventures

Equity in income of joint ventures for the year ended December 31, 2022 decreased by $1.0 million, or 6.1%, to $15.7 million as compared to $16.7 million for the year ended December 31, 2021. The decrease reflects lower income from our joint venture in China compared to the previous year.

Depreciation and amortization expense

Depreciation and amortization expense for the year ended December 31, 2022 increased by $15.9 million, or 12.8%, to $139.8 million, as compared to $123.9 million for the year ended December 31, 2021. The increase in depreciation and amortization expense for the year ended December 31, 2022 is primarily related to the Merger.

Merger and integration expense

Merger and integration expense for the year ended December 31, 2022 decreased by $34.0 million, to $13.6 million as compared to $47.6 million for the year ended December 31, 2021. The decrease was primarily attributable to lower legal and other charges (credits), net. Severanceprofessional fees, and lower integration and other charges (credits),costs related to the Merger incurred during the year ended December 31, 2022 as compared to the year ended December 31, 2021.

Stock-based compensation expense

Stock-based compensation expense for the year ended December 31, 2022 was $18.5 million as compared to $54.2 million for the year ended December 31, 2021. The decrease is primarily attributable to the recognition of stock-based compensation expense for Legacy Expro’s Management Incentive Plan of $42.1 million as a result of the Merger during the previous year ended December 31, 2021 as the performance conditions within the stock-based compensation agreements were satisfied upon consummation of the Merger, as compared to $3.8 million of expenses incurred on the Legacy Expro’s Management Incentive Plan during the current year ended December 31, 2022.

Gain on disposal of assets

No gain on disposal of assets was recorded for the year ended December 31, 2022 as compared to $1.0 million for the year ended December 31, 2021. The gain during the previous year represented the earn-out consideration related to a sale of assets which occurred in 2020; the gain was recognized as the conditions upon which the consideration was contingent were met during the year ended December 31, 2021.

Interest and finance expense, net

Interest and finance expense, net, for the year ended December 31, 2019 increased by $50.72022, was $0.2 million, a decrease of $8.6 million, or 97.7%, compared to a charge of $50.4 million from a credit of $0.3$8.8 million for the year ended December 31, 2018. Severance2021. The decrease in interest and other charges (credits), netfinance expense was primarily due to fees incurred with respect to the New Facility established following the Merger during the previous year.

Income tax (expense) benefit

Income tax expense for the year ended December 31, 20192022 was unfavorably impacted by fixed asset impairment charges$41.2 million, compared to an income tax expense of $32.9 million, intangible asset impairments of $3.3 million, inventory impairments of $4.5 million and severance and other costs of $9.7 million, primarily made in conjunction with our business review conducted during the fourth quarter of 2019. Severance and other charges (credits), net for the year ended December 31, 2018 was favorably impacted by the recovery of accounts receivable previously written off in Angola. See Note 18—Severance and Other Charges (Credits), net in the Notes to Consolidated Financial Statements for additional information.

Foreign currency gain (loss). Foreign currency gain (loss) for the year ended December 31, 2019 decreased by $3.4 million to $2.2 million from $5.7$16.3 million for the year ended December 31, 2018. The change in foreign currency results year-over-year was primarily driven by reduced strengthening of the U.S. dollar in the current period as compared to the prior year period, particularly in comparison to the Norwegian krone, Euro, and Brazilian real.

Income2021. Our statutory tax expense (benefit). Income tax expense (benefit)rate for the year ended December 31, 2019 changed by $26.7 million2022 was 25.8% as compared to an expense of $23.8 million from a benefit of $3.0 million25.0% for the year ended December 31, 2018. 2021. The effective income tax rate was (11.2)%768.0% and 3.1% for the years ended December 31, 2019 and December 31, 2018, respectively. The change was due primarily to a significant tax benefit recorded in 2018 to establish a deferred tax asset related to our then newly established Hungarian operations, and a significant tax expense recorded in 2019 to record a valuation allowance against certain indefinite-lived intangibles. The change was also attributable in part to higher tax expenses associated with increased earnings in our Latin America and Africa regions.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Revenue. Revenue from external customers, excluding intersegment sales, for the year ended December 31, 2018 increased by $67.7 million, or 14.9%, to $522.5 million from $454.8 million for the year ended December 31, 2017. Revenue increased across all of our segments primarily as a result of improved activity levels, particularly in the western hemisphere. Revenue for our segments are discussed separately below under the heading “Operating Segment Results.”

Cost of revenue, exclusive of depreciation and amortization. Cost of revenue for the year ended December 31, 2018 increased by $34.2 million, or 9.9%, to $379.1 million from $344.9 million for the year ended December 31, 2017. The increase was primarily due to higher activity levels and mix of work in the TRS and CE segments, partially offset by productivity actions taken in 2017 and 2018.

General and administrative expenses. General and administrative (“G&A”(12.3%) expenses for the year ended December 31, 2018 decreased by $2.6 million, or 2.0%, to $126.6 million from $129.2 million for the year ended December 31, 2017, primarily due to lower professional fees and stock-based compensation expense, as well as reduced expenses associated with aircraft sold in 2017.

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Depreciation and amortization. Depreciation and amortization for the year ended December 31, 2018 decreased by $10.8 million, or 8.9%, to $111.3 million from $122.1 million for the year ended December 31, 2017, as a result of a lower depreciable asset base and decreased intangible asset amortization expense.

Severance and other charges (credits), net. Severance and other charges (credits), net for the year ended December 31, 2018 changed by $75.7 million to a credit of $0.3 million from a charge of $75.4 million for the year ended December 31, 2017. In 2017, we recorded 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. In 2018, we recovered $4.9 million of previously written off receivables from a customer in Angola. See Note 18—Severance and Other Charges (Credits), net in the Notes to Consolidated Financial Statements for additional information.

Foreign currency gain (loss). Foreign currency gain (loss) for the year ended December 31, 2018 changed by $7.8 million to a loss of $5.7 million from a gain of $2.1 million for the year ended December 31, 2017. The change in foreign currency results was primarily driven by the strengthening of the U.S. dollar against other currencies.

Income tax expense (benefit). Income tax expense (benefit) for the year ended December 31, 2018 changed by $75.9 million to a benefit of $3.0 million from an expense of $72.9 million for the year ended December 31, 2017. The effective income tax rate was 3.1% and (84.3)% for the years ended December 31, 20182022 and December 31, 2017,2021 respectively. The change from 2017 to 2018Our effective tax rate was primarily becauseimpacted by the Merger in 2017 we: (1) recorded valuation allowances against our net deferred tax assets, (2) reversed deferred taxes in conjunction with2021 and the derecognitiongeographic mix of the TRA,profits and (3) recorded the effect of a change in U.S. federal income tax rates on our deferred tax assetslosses between deemed profit and liabilities. In addition, in 2018 we recorded a deferred tax benefit in conjunction with the reorganization of our intercompany leasing operations. Excluding these one-time items, thetaxable profit jurisdictions.

Our effective income tax rate and income tax expense (benefit) for 2017 would have been 57.4% and $(49.7) million, respectively andfluctuates from the effective incomestatutory tax rate and income tax expense (benefit) for 2018 would have been 8.8% and $(8.3) million, respectively. The change from 2017 to 2018, excluding one-time items, is primarily due tobased on, among other factors, changes in the jurisdictional mix of earnings and the application of the reduced U.S.pretax income in jurisdictions with varying statutory tax rate of 21% to our U.S. operations.

We are subject to many U.S. and foreign taxrates along with 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,utilizing a deemed profits (which is generally determined using a percentage of revenue rather than profits) and withholding taxes based on revenue; 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 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 thatprofit taxation regime, 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 assetsvaluation allowances, foreign inclusions 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 did not incur any liability with respectother permanent differences related to the repatriation tax.

recognition of income and expense.

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Operating Segment Results

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

	Year Ended December 31,
	2019				2018				2017
Revenue:
Tubular Running Services	$	400,327			$	361,045			$	320,378
Tubulars	74,687				72,303				63,393
Cementing Equipment	104,906				89,145				71,024
Total	$	579,920			$	522,493			$	454,795
Segment Adjusted EBITDA: (1)
Tubular Running Services	$	85,601			$	62,515			$	39,586
Tubulars	11,575				11,246				3,602
Cementing Equipment	14,089				8,617				6,421
Corporate (2)	(53,744		)		(49,146		)		(43,894		)
Total	$	57,521			$	33,232			$	5,715

(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)	Our Corporate component includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Tubular Running Services

Revenue for the TRS segment was $400.3 million for the year ended December 31, 2019, an increase of $39.3 million, or 10.9%, compared to $361.0 million for the same period in 2018. The increase was driven by activity improvements in the U.S., Latin America, Africa, and Europe, partially offset by lower activity levels in Canada.

Adjusted EBITDA for the TRS segment was $85.6 million for the year ended December 31, 2019, an increase of $23.1 million, or 36.9%, compared to $62.5 million for the same period in 2018. Segment results were positively impacted by activity improvements in Africa, the U.S., Europe and Latin America.

Tubulars

Revenue for the Tubulars segment was $74.7 million for the year ended December 31, 2019, an increase of $2.4 million, or 3.3%, compared to $72.3 million for the same period in 2018, primarily as a result of higher drilling tools activity, partially offset by lower tubular sales during the current period.

Adjusted EBITDA for the Tubulars segment was $11.6 million for the year ended December 31, 2019, an increase of $0.3 million compared to $11.2 million for the same period in 2018, primarily as a result of an increase in high margin drilling tools activity, partially offset by lower tubular sales and pipe write downs during the current period.

Cementing Equipment

Revenue for the CE Segment was $104.9 million for the year ended December 31, 2019, an increase of $15.8 million, or 17.7%, compared to $89.1 million for the same period in 2018, driven by expansion to international markets and increased services market share and product sales in the U.S. Gulf of Mexico.

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Adjusted EBITDA for the CE segment was $14.1 million for the year ended December 31, 2019, an increase of $5.5 million, or 63.5%, compared to $8.6 million for the same period in 2018, primarily due to improved operational results, particularly in offshore international markets.

Corporate

Adjusted EBITDA for Corporate was a loss of $53.7 million for the year ended December 31, 2019, an unfavorable increase of $4.6 million, or 9.4%, compared to a loss of $49.1 million for the same period in 2018, primarily due to increased insurance costs driven by a premium adjustment, as well as higher professional fees.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Tubular Running Services

Revenue for the TRS segment was $361.0 million for the year ended December 31, 2018, an increase of $40.7 million, or 12.7%, compared to $320.4 million for the same period in 2017, primarily due to activity improvements in offshore Western Hemisphere, Asia Pacific and the Middle East, which were partially offset by lower activity levels in Africa and decreased work scope in the North Sea.

Adjusted EBITDA for the TRS segment was $62.5 million for the year ended December 31, 2018, an increase of $22.9 million, or 57.9%, compared to $39.6 million for the same period in 2017, primarily due to improved operational results in offshore Western Hemisphere and increased U.S. onshore services revenue due to an improved rig count.

Tubulars

Revenue for the Tubulars segment was $72.3 million for the year ended December 31, 2018, an increase of $8.9 million, or 14.1%, compared to $63.4 million for the same period in 2017, primarily as a result of increased drilling tools activity.

Adjusted EBITDA for the Tubulars segment was $11.2 million for the year ended December 31, 2018, an increase of $7.6 million, or 212.2%, compared to $3.6 million for the same period in 2017, primarily due to increased drilling tools activity, partially offset by an increase in freight costs associated with tubular project work.

Cementing Equipment

Revenue for the CE segment was $89.1 millionfor the year ended December 31, 2018, an increase of $18.1 million, or 25.5%, compared to $71.0 million for the same period in 2017, driven by strong activity in the U.S. onshore market, growth in international markets and increased market share and new product offerings in the Gulf of Mexico.

Adjusted EBITDA for the CE segment was $8.6 million for the year ended December 31, 2018, an increase of $2.2 million or 34.2%, compared to $6.4 million for the same period in 2017, primarily due to improved operational results, partially offset by higher compensation related expenses.

Corporate

Adjusted EBITDA for Corporate was a loss of $49.1 million for the for the year ended December 31, 2018, an unfavorable change of $5.3 million, or 12.0%, compared to a loss of $43.9 million for the same period in 2017, primarily due to higher professional fees and compensation related expenses.

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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, 2019, we had2022, total available liquidity was $348.5 million, including cash and cash equivalents and restricted cash of $195.4$218.5 million and no debt.$130.0 million available for borrowings under our New Facility. Expro believes these amounts, along with cash generated by ongoing operations, will be sufficient to meet future business requirements for the next 12 months and beyond. 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 to range between $45.0$120.0 million and $55.0$130.0 million for 2020,2023. Our total capital expenditures were $81.9 million for year ended December 31, 2022, out of which we expect approximately 90% will bewere used for the purchase and manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of capitalized enterprise resource planning software implementation costs. The actual amount of capital expenditures for the purchase and manufacture of equipment may fluctuate based on market conditions. DuringOur total capital expenditures (exclusive of the yearsMerger) were $81.5 million for the year ended December 31, 2019, 2018 and 2017, purchases of property, plant and equipment and intangibles were $36.9 million, $56.5 million and $22.0 million, respectively, all of2021, 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 requirementsgenerally used for the next twelve months.

purchase and manufacture of equipment to directly support customer-related activities. We continue to focus on preserving and protecting our strong balance sheet, optimizing utilization of our existing assets and, where practical, limiting new capital expenditures.

On June 16, 2022, the Board approved the Stock Repurchase Program. Under the Stock Repurchase Program, we may repurchase shares of our common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program is being utilized at management’s discretion and in accordance with U.S. federal securities laws. The timing declaration,and actual numbers of shares repurchased, if any, will depend on a variety of factors including price, corporate requirements, the constraints specified in the Stock Repurchase Program along with general business and market conditions. The Stock Repurchase Program does not obligate us to repurchase any particular amount of common stock, and paymentit could be modified, suspended or discontinued at any time. During the year ended December 31, 2022, we repurchased 1.1 million shares at an average price of any dividends is within the discretion$11.81 per share, for a total cost of our board 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.

$13.0 million under this $50.0 million program.

Credit Facility

Asset Based

Revolving Credit Facility

On November 5, 2018, FICV,certain subsidiaries of Frank’s International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a five-year senior securedan asset-based revolving credit facility (the “ABL Credit Facility”) with JPMorgan Chaseaggregate commitments of $100.0 million secured by certain assets 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 $100.0 million available for drawdowns as loans and up to $50 million for bonds and guarantees. The 2018 RCF 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 N.A.,ASA, London Branch, as administrative agent, (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0$200.0 million, including up to $15.0of which $130.0 million is available for drawdowns as loans and $70.0 million is available for letters of credit. SubjectProceeds of the New Facility may be used for general corporate and working capital purposes. Please see Note 16 “Interest bearing loans” in the Notes to the terms ofConsolidated Financial Statements for additional information.

On July 21, 2022, the ABL Credit Facility, we have the abilityCompany entered into an agreement to increase the commitments to $200.0 million. The maximum amount that the Company may borrow under the ABL Credit Facility is subject to a borrowing base, which is based on a percentage of certain eligible accounts receivable and eligible inventory, subject to customary reserves and other adjustments.

All obligations under the ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., subject to customary exceptions and exclusions. In addition, the obligations under the ABL Credit Facility are secured by first priority liens on substantially all of the assets and property of the borrowers and guarantors, including pledges of equity interests in certain of FINV’s subsidiaries, subject to certain exceptions. Borrowings under the ABL Credit Facility bear interest at FINV’s option at either (a) the Alternate Base Rate (“ABR”) (as defined therein), calculated as the greatest of (i) the rate of interest publicly quoted by the Wall Street Journal, as the “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, (ii) the federal funds effective rate that is subject to a 0.00% interest rate floor plus 0.50%, and (iii) the one-month Adjusted LIBO Rate (as defined therein) plus 1.00%, or (b) the Adjusted LIBO Rate (as defined therein), plus, in each case, an applicable margin. The applicable interest rate margin ranges from 1.00% to 1.50% per annumfacility available for ABR loans and 2.00% to 2.50% per annum for Eurodollar loans and, in each case, is based

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on FINV’s leverage ratio. The unused portion of the ABL Credit Facility is subject to a commitment fee that varies from 0.250% to 0.375% per annum, according to average daily unused commitments under the ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears.

The ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s 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 ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the ABL Facility or (ii) availability under the ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness.

As of December 31, 2019, FINV had no borrowings outstanding under the ABL Credit Facility, letters of credit outstanding of $9.3to $92.5 million, and availability of $44.7 million.

Insurance Notes Payable

In 2018, we entered into a note to finance our annual insurance premiums totaling $6.8 million. The note bore interest at an annual rate of 3.9% with a final maturity date in October 2019. At December 31, 2018,on the total outstanding balance was $5.6 million. Forsame terms as the current policy year, the Company electedfacility, increasing total facility commitments to pay its annual insurance premiums$222.5 million.

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Cash flow from existing cash available.

Cash Flows from Operating, Investingoperating, 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,
	2019				2018				2017
Operating activities	$	27,048			$	(32,644	)		$	24,774
Investing activities	(10,046		)		10,403				(77,709		)
Financing activities	(5,945		)		(7,946		)		(52,471		)
	11,057				(30,187		)		(105,406		)
Effect of exchange rate changes on cash activities	(529		)		3,384				(1,105		)
Increase (decrease) in cash and cash equivalents	$	10,528			$	(26,803	)		$	(106,511	)

		Year Ended December 31,
(in thousands)		2022				2021				2020
Net cash provided by operating activities		$	80,169			$	16,144			$	70,391
Net cash (used in) provided by investing activities			(71,206	)			112,046				(96,773	)
Net cash used in financing activities			(25,612	)			(7,176	)			(625	)
Effect of exchange rate changes on cash activities			(4,738	)			(1,876	)			631
Net (decrease) increase to cash and cash equivalents and restricted cash		$	(21,387	)		$	119,138			$	(26,376	)

StatementsAnalysis 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, 2022 and 2021

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

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Operating Activities

Cash flow provided by (used in)operating activities

Net cash provided by operating activities was $27.0$80.2 million forduring the year ended December 31, 20192022 as compared to $(32.6)$16.1 million in 2018. The increase in cash flow provided by operating activities in 2019 of $59.7 million compared to 2018 was primarily a result of favorable change in accounts receivable of $85.8 million, partially offset by unfavorable changes in accounts payable and accrued liabilities of $19.2 million and inventories of $7.8 million.

Cash flow provided by (used in) operating activities was $(32.6) million forduring the year ended December 31, 2018 as compared to $24.82021. The increase of $64.1 million in 2017. The increase innet cash flow used inprovided by operating activities for the year ended December 31, 20182022 was primarily due to improvements in Adjusted EBITDA of $57.4$80.3 million, compareda decrease in payment of merger and integration expenses related to the Merger by $9.8 million, and a decrease in payment of severance and other expense by $4.1 million partially offset by unfavorable movements in working capital of $15.9 million and an increase in income tax payments by $13.0 million during the year ended December 31, 20172022.

Adjusted Cash Flow from Operations during the year ended December 31, 2022 was primarily a result$115.3 million compared to $65.3 million during the year ended December 31, 2021. Our primary uses of unfavorable accounts receivable changes. Most of the increase innet cash provided by operating activities during 2017 was duewere capital expenditures and funding obligations related to tax refunds of $29.7 million.

Investing Activities

Cash flowour financing arrangements.

Net cash (used in) provided by (used in)investing activities

Net cash used in investing activities was $(10.0)$71.2 million forduring the year ended December 31, 20192022 as compared to $10.4net cash provided by investing activities of $112.0 million forduring the year ended December 31, 2018.2021. Our principal recurring investing activity is our capital expenditures. The increasechange in net cash used in investing activities of $20.4 million was primarily a resultdue to cash of decreased net proceeds from$189.7 million acquired as part of the sale of investments of $33.2 million, partially offset by decreased purchases of property, plant and equipment of $19.5 million and lower proceeds from sale of assets of $6.3 million.

Cash flow provided by (used in) investing activities was $10.4 million forMerger during the year ended December 31, 2018 compared to $(77.7)2021 and an acquisition of technology of $8.0 million forduring the year ended December 31, 2017. The increase of $88.1 million was primarily a result of net investment activity of $129.5 million2022, partially offset by lower proceeds from sale / maturity of investments of $11.3 million and an increase in proceeds from disposal of assets of $6.9by $3.4 million during the year ended December 31, 2022. Capital expenditures during the years ended December 31, 2022 and higher purchases of property, plant and equipment from related parties of $36.7December 31, 2021 both approximated $82 million.

Financing Activities

Cash flow

Net cash used in financing activities

Net cash used in financing activities was $5.9$25.6 million forduring the year ended December 31, 20192022 as compared to $7.9$7.2 million forduring the year ended December 31, 2018.2021. The decreaseincrease of $2.0$18.4 million period over periodin cash used in financing activities is primarily related to lower deferred financing costsrepurchase of $1.5common stock of $13.0 million, an increase in 2019payment of financed insurance premium of $7.0 million, and an increase in the proceeds from the issuancepayment of Employee Stock Purchase Plan shareswithholding taxes on stock-based compensation plans of $0.4 million.

Cash flow used in financing activities was $7.9$3.4 million, for the year ended December 31, 2018 compared to $52.5 million for the year ended December 31, 2017. The decrease of $44.5 million period over period is primarily related to lower dividends paid on common stock of $50.2 million,partially offset by higher repayments on borrowingslower payment of $5.2 million.

Contractual Obligations

We are a party to various contractual obligations. A portionloan issuance and other transaction costs of these obligations are reflected in our financial statements, such as operating leases, while other obligations, such as purchase obligations, are not reflected on our balance sheet. The following is a summary of our contractual obligations as of December 31, 2019 (in thousands):

$5.0 million during 2022.

	Payments Due by Period
					Less than												More than
	Total				1 year				1-3 years				3-5 years				5 years
Operating leases	$	43,880			$	10,239			$	15,920			$	7,218			$	10,503
Purchase obligations (1)	34,111				27,121				6,990				—				—
Total	$	77,991			$	37,360			$	22,910			$	7,218			$	10,503

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

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In addition

Off-balancesheet arrangements

We have outstanding letters of credit/guarantees that relate to the above, the Company has issued purchase ordersperformance bonds, custom/excise tax guaranties and facility lease/rental obligations. These were entered into in the ordinary course of business forand are customary practices in the purchasevarious countries where we operate. It is not practicable to estimate the fair value of goods and services. These purchase orders are enforceable and legally binding. However, nonethese financial instruments. None of the Company’s purchase obligations call for deliveries of goodsoff-balance sheet arrangements either has, or services for time periods in excess of one year. Not included in the table above are uncertain tax positions of $0.3 million.

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 usis likely to Mosing Holdings of 85% of the amount of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that we actually realize (or are deemed to realize in certain circumstances) in periods after our IPO as a result of (i) 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. We will retain the benefit of the remaining 15% of these cash savings. Payments we make under the TRA will be increased by any accrued from the due date (without extensions) of the corresponding tax return to the date of payment.

The payment obligations under the TRA are our obligations and not obligations of FICV. The term of the TRA commenced upon the completion of the IPO and will continue until all tax benefits that are subject to the TRA have, been utilized or expired, unless we exercise our right to terminate the TRA (or the TRA is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control), and we make the termination payment specified in the TRA.

If we elect to execute our sole right to terminate the TRA early (or it terminates early as a result of our breach), we would be required to make a substantial, immediate lump-sum payment equal to the present value of the hypothetical future payments that could be required to be paid under 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 ), determined by applying a discount rate equal to the long-term Treasury rate in effect on the applicable date plus 300 basis points. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changesour consolidated financial statements. As 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 incurring the obligation (including by not entering into a change of control transaction). Though we do not have any present intention of incurring 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 12—Related Party Transactions in the Notes to Consolidated Financial Statements.

Off-Balance Sheet Arrangements

At December 31, 2019,2022, we had no material off-balance sheet financing arrangements with the exception of purchase obligations.

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other than those discussed above.

Critical Accounting Policies

accounting policies and 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 revenuethe 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.

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Payment terms on services and products generally range from 30 days to 120 days. Given the short-term nature of our service and product offerings, our contracts do not have a significant financing component and the consideration we receive is generally fixed. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Because our contracts with customers are short-term in nature and fall within this exemption, we do not have significant unsatisfied performance obligations.

recognition

Service revenue is recognized over a period of time as services are performed or rendered. Rates for services are typically priced onrendered and the customer simultaneously consumes the benefit of the service while it is being rendered, and, therefore, reflects the amount of consideration to which we have a per day, per man-hour or similar basis.right to invoice. We generally perform services either under direct service purchase orders or master service agreements which are supplemented by individual call-out provisions. For customers contracted under such arrangements, an accrual is recorded in unbilled revenuereceivable for revenue earned but not yet invoiced.

Revenue on product salesfrom the sale of goods is generally recognized at athe 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 a rightevent of return or other similar provisions, nor do they contain any other post-delivery obligations.

Some of our Tubulars segment and Cementing Equipment segment customers have requested that we store pipe, connectors and cementing products purchased from us in our facilities. customer termination.

We also recognize revenue for these “bill and hold” 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.

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 liabilityrevenue for contracts involving multiple performance obligations is allocated to each distinct performance obligation based on relative selling prices and is recognized on satisfaction of each of the distinct performance obligations.

We recognize revenue for long-term construction-type contracts, involving significant design and engineering efforts in order to satisfy custom designs for customer-specific applications, on an over a period of time basis, using an input method, is used for determining our income tax provisions, under which currentrepresents the ratio of actual costs incurred to date on the project in relation to total estimated project costs. The estimate of total project costs has a significant impact on both the amount of revenue recognized as well as the related profit on a project. Revenue and deferred tax liabilitiesprofits on contracts can also be significantly affected by change orders and assetsclaims. Profits are recognized based on the estimated project profit multiplied by the percentage complete. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs are often required as work progresses. Any expected losses on a project are recorded in accordance with enacted tax laws and rates. Under this method,full in the amounts of deferred tax liabilities and assets atperiod in which they are identified.

We are required to determine the endtransaction price in respect of each period are determined usingof our contracts with customers. In making such judgment, we assess the tax rate expectedimpact 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.

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Business Combinations

We record business combinations using the acquisition method of accounting. All of the assets acquired and liabilities assumed are recorded at estimated 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. Thesewhat we believe to be an 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 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.

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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.

Goodwill and identified intangible assets

We record the excess of operations for a particular periodpurchase price over the fair value of the tangible and on our effective tax rate for any period in which such resolution occurs.

Goodwill

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. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. We complete our assessment of

No impairment expense was recorded for goodwill impairment as of Octoberduring the year ended December 31, each year.

As of October2022 or December 31, 2019, we performed a quantitative goodwill impairment test for our Cementing Equipment reporting unit.2021. During the fourth quarteryear ended December 31, 2020, we recorded impairment expense of 2019, market factors indicated a downturn in the demand for$191.9 million, relating to our Cementing Equipment products and services in the U.S. land market and a slower uptakegoodwill. Refer to Note 4 “Fair value measurements” of our service offering in international markets,consolidated financial statements for details regarding the facts and we reduced our management forecast forcircumstances that led to this reporting unit accordingly. Based on this refined outlook, the quantitative goodwill impairment test indicated that the fair value of the Cementing Equipment reporting unit was less than its carrying value. As a result, during the fourth quarter of 2019 we recorded a $111.1 million impairment charge to goodwill.

and other details. We used the income approach and the market approach to estimate the fair value of the Cementing Equipmentour reporting unit, but also considered the market approach to validate the results.units. The income approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using what we believe to be an estimated discount rate, or expected return, that a marketplace participant would have

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required as of the valuation date.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 the selection of the appropriate peer group companies and valuation multiples. The inputs used in the determination of fair value are generally level 3 inputs.

Some

We review our identified intangible assets for impairment whenever events or changes in business circumstances arise that may indicate that the carrying amount of its intangible 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 an intangible 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 significant assumptions inherent inlikely than not that an intangible asset will be sold or otherwise disposed of significantly before the income approach include theend of its previously estimated useful life. When impairment indicators are present, we compare undiscounted future net annual 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. 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.

No impairment expense was recorded for identified intangible assets during the year ended December 31, 2022 or December 31, 2021. During the year ended December 31, 2020, we recorded impairment expense relating to our identified intangible assets of $60.4 million. Refer to Note 4 “Fair value measurements” of our consolidated financial statements for further details.

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Defined benefit plans

Our post-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 the reporting unit and the discount rate. We selected the assumptions usedfuture. Actual results in the discounted cash flow projections using historical data supplemented by current and anticipated market conditions and estimated growth rates. Our estimates are based upon assumptions believed to be reasonable. However,any given the inherent uncertainty in determining the assumptions underlying a discounted cash flow analysis, actual results mayyear will often differ from thoseactuarial 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 approximately 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 4.7% in our valuation which could result2022, 1.8% in additional impairment charges2021 and 1.3% in the future. Assuming all other assumptions and inputs used in the discounted cash flow analysis were held constant,2020, reflecting market interest rates. As of December 31, 2022, we estimate that a 50 basis point1% increase or decrease in the discount rate assumption would have increased the goodwill impairment charge byresult in an impact of approximately $10.0 million.

No goodwill impairment was recorded for years ended$18.5 million to our present value of defined benefit obligations at December 31, 20182022.

The expected rate of return on plan assets represents the average rate of return expected to be earned on plan assets over the period that benefits included in the benefit obligation are expected to be paid, with consideration given to the distribution of investments by asset class and 2017. At December 31, 2019, goodwillhistorical rates of return for each individual asset class. The weighted average expected rate of return on plan assets for the pension plans was 5.6% in 2022, 3.2% in 2021 and 2.7% in 2020. A change in the expected rate of return of 1% would impact our net periodic pension expense by $2.7 million.

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 allocatedmore 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 reportable segments as follows: Cementing Equipment -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 approximately $81.2 million; TRS - approximately $18.7 million.

Recent Accounting Pronouncements

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.accounting pronouncements.”

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Item 7A. Quantitative and Qualitative Disclosures Aboutabout Market Risk

We are exposed

Financial risk factors

Our operations expose us to certainseveral financial risks, principally market risks inherent in our financial instruments and arise from changes in foreignrisk (foreign currency exchange ratesrisk and interest rates. A discussionrate risk) and credit risk.

Foreign currency risk

Cash flow exposure

We expect many of the subsidiaries of our market risk exposure in financial instruments is presented below.

The primary objective of the following information isbusiness to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The disclosures are not meant tohave future cash flows that will 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, Africa and Brazil, we conduct our businessdenominated in currencies other than the U.S. dollar,United States Dollar ("USD"). Our primary cash flow exposures are revenues 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 usingexpenses. Changes in the exchange rates between USD and other currencies in effect atwhich our subsidiaries transact will cause fluctuations in the balance sheet date, resulting in translation adjustmentscash flows we expect to receive 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 denominated 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 reflecteddenominated 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, 2019, on a U.S. dollar-equivalent basis, approximately 23% of our revenue was represented by currencies other than the U.S. dollar. However, no single non-U.S. currency poses a primary risk to us. A 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.

As of December 31, 2022, we estimate that a portion of our revenue is denominated5% appreciation (depreciation) in USD would result in a 2.1% decreasechange in our overall revenue for the year ended December 31, 2019.

net loss of approximately $3.2 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.

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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, 2019 and 2018, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):

Foreign Currency		Notional Amount				Contractual Exchange Rate			Receivable (Payable) Fair Value at December 31, 2019
Canadian dollar		$	948			1.3182			$	(16	)
Euro		9,279				1.1180			(80		)
Norwegian krone		11,027				9.0688			(355		)
Pound sterling		16,057				1.3381			127
									$	(324	)

Foreign Currency		Notional Amount				Contractual Exchange Rate			Receivable (Payable) Fair Value at December 31, 2018
Canadian dollar		$	2,248			1.3343			$	48
Euro		6,967				1.1421			(50		)
Norwegian krone		7,713				8.5566			66
Pound sterling		16,452				1.2655			(165		)
									$	(101	)

Based on the derivative contracts that were in place as of December 31, 2019, a simultaneous 10% weakening of the U.S. dollar compared to the Canadian dollar, Euro, Norwegian krone, and Pound sterling would result in a $3.9 million decrease in the market value of our forward contracts.

Interest Rate Risk

As of December 31, 2019, we did not have an outstanding funded debt balance under our ABL Credit Facility. If we borrow under our ABL Credit Facility in the future, we will be exposed to changes in interest rates on our floating rate borrowings under our ABL 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 our 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.

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 approximately 60 countries and as such, our receivables are spread over many countries and customers. Accounts receivable in Algeria and the levelsU.S. represented approximately 13% and 17%, respectively, of exploration, developmentour net accounts receivable balance at December 31, 2022. 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		57
ReportReports of Independent Registered Public Accounting Firm - KPMGDeloitte & Touche LLP (PCAOB ID 34)		5850
Report of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP		61
Consolidated Balance Sheets as of December 31, 2019 and 2018		62
Consolidated Statements of Operations for the Years Ended December 31, 2019, 20182022, 2021 and 20172020		6353
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2019, 20182022, 2021 and 20172020		6454
Consolidated Balance Sheets as of December 31, 2022 and 2021		55
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020		56
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2019, 20182022, 2021 and 20172020		6557
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017		66
Notes to the Consolidated Financial Statements		6758

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Management’s Report on Internal Control

Over Financial Reporting

Management ofTo the Company, including the Chief Executive Officerstockholders 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, 2019 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, 2019.

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Frank’s International of Expro Group Holdings N.V.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Frank’s InternationalExpro Group Holdings N.V. and subsidiaries (the Company)"Company") as of December 31, 20192022 and 2018,2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the two-year period ended December 31, 2019,2022, and the related notes andfinancialstatement Schedule II - Valuation and Qualifying Accounts (collectively referred to as the consolidated financial statements)"financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the three years in the two-year period ended December 31, 2019,2022, in conformity with U.S.accounting principles generally accepted accounting principles.

We also have audited the adjustments to the 2017 consolidated financial statements to retrospectively apply the change in the reportable segments composition and the related reclassifications within the 2017 consolidated statementUnited States of operations as described in Note 1. In our opinion, such adjustments are appropriate andAmerica.

We have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2017 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2017 consolidated financial statements taken as a whole.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sCompany's internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 202023, 2023, expressedan unqualified opinion on the effectiveness of the Company’sCompany's internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases as of January 1, 2019 due to the adoption of the provisions of Accounting Standards Codification Topic 842 - Leases, as amended.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on these consolidatedthe Company's financial statements based on our audits. 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 audits 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 consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial 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 consolidated financial 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 periodcurrent-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment.judgments. The communication of a critical audit mattermatters does not alter in any way our opinion on the consolidated 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.

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Assessment

Goodwill – ESSA and APAC Reporting Units — Refer to Notes 2, 3, 4 and 15 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the carryingfair value of goodwill associated with the Cementing Equipmenteach reporting unit

As discussed in Notes 1 to its carrying value. The Company determines the fair value of its reporting units using the discounted cash flow model and 10the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant assumptions related to short-term and long-term forecasts of operating performance, including revenue growth rates and profitability margins, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to the consolidated financial statements,selection of the Company hasappropriate peer companies and valuation multiples. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment expense, or both. The goodwill balance of $99.9was $221.0 million as of December 31, 2019. Of this balance $81.22022, of which $80.1 million or 81%, is associated withand $18.2 million was allocated to the Cementing EquipmentESSA and APAC reporting unit. units, respectively.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Company performs goodwill impairment testing on an annual basis and whenever events or changes in circumstances indicate that the carryingfair value of ESSA and APAC reporting units exceeded their carrying values as of the measurement date and, therefore, no impairment was recognized. 

We identified goodwill might exceedfor ESSA and APAC as a critical audit matter because of the significant judgments made by management when developing the fair value of aits ESSA and APAC reporting unit. Duringunits, the fourth quarterhigh degree of 2019, the Company recorded a goodwill impairment chargeauditor judgment in performing procedures and evaluating audit evidence related to the Cementing Equipment reporting unit of $111.1 million.

We identified the assessment of the carrying value of goodwill associated with the Cementing Equipment reporting unit as a critical audit matter. The estimated fair value of the Cementing Equipment reporting unit was derived from assumptions used in estimatingmanagement’s anticipated future cash flows resulting in the applicationand significant assumptions related to short-term and long-term forecasts of a high degree of subjective auditor judgment. Theoperating performance, revenue growth rates, profitability margins and discount rate,rates, and terminal value assumptions usedan increased extent of audit effort, including the need to estimateinvolve professionals with specialized skill and knowledge.

How the fair value ofCritical Audit Matter Was Addressed in the reporting unit were determined to be key assumptions as changes to those assumptions could have had a significant effect on the Company’s assessment of the impairment of the goodwill.

The primaryAudit

Our audit procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s goodwill impairment assessment process, including controls related to the determinationshort-term and long-term forecasts of the fair value of the Cementing Equipment reporting unit and the assumptions related to the revenue growth rates, discount rate, and terminal value assumptions. We compared the Company’s historical forecasted revenue to actual results to assess the Company’s ability to accurately forecast. Lastly, we involved a valuation professional with specialized skills and knowledge, who assisted in:

evaluating the Company’s discount rate, by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities,

evaluating the Company’s forecastedoperating performance, including revenue growth rates and terminal valueprofitability margins, and the selection of discount rates for ESSA and APAC reporting units included the Cementing Equipment reporting unit, by comparing the growth assumptions to forecasted growth rates in the Company’s and its peer companies’ analyst reports, and

recalculating the estimate of the Cementing Equipment reporting unit’s fair value using the reporting unit’s estimated future cash flows, discount rate, and terminal value.

following, among others: 

●

We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of ESSA and APAC, such as controls related to management’s forecasts and selection of the discount rates.

●

We evaluated management’s ability to accurately forecast future revenues and profitability margins by comparing actual results to management’s historical forecasts.

●

We evaluated the reasonableness of management’s short-term and long-term forecasts by comparing the forecasts to (1) historical results, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases as well as in analyst and industry reports of the Company and companies in its peer group.

●

We evaluated the impact of changes in management’s forecast from the October 31, 2022, annual measurement date to December 31, 2022.

●

With the assistance of our fair value specialists, we evaluated the terminal revenue growth rates and discount rates and developed a range of independent estimates and compared those to the terminal revenue growth rates and discount rates selected by management.

●

With the assistance of our fair value specialists, we evaluated the valuation multiples used in the market approach, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its guideline companies.

/s/ KPMGDeloitte & Touche LLP

Houston, Texas  

February 23, 2023

We have served as the Company’sCompany's auditor since 2018.

Houston, Texas

February 25, 2020

2020.

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Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholdersstockholders and the Board of Directors

Frank’s International of Expro Group Holdings N.V.:

Opinion on Internal Control Overover Financial Reporting

We have audited Frank’s International N.V. and subsidiaries’ (the Company)the internal control over financial reporting of Expro Group Holdings N.V. and subsidiaries (the “Company”) as of December 31, 2019,2022, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

COSO.

We have also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheetsfinancial statements as of and for the year ended December 31, 2022 of the Company as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February 25, 202023, 2023, expressed an unqualified opinion on those consolidated financial statements.

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.Controls, 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 of internal control over financial reporting 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 audit also includedrisk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Overover 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 (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; (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 (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/ KPMGDeloitte & Touche LLP

Houston, Texas

February 25, 202023, 2023

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Operations

(in thousands)

		Year Ended December 31,
		2022				2021				2020
Total revenue		$	1,279,418			$	825,762			$	675,026
Operating costs and expenses:
Cost of revenue, excluding depreciation and amortization			(1,057,356	)			(701,165	)			(566,876	)
General and administrative expense, excluding depreciation and amortization			(58,387	)			(73,880	)			(23,814	)
Depreciation and amortization expense			(139,767	)			(123,866	)			(113,693	)
Impairment expense			-				-				(287,454	)
Gain on disposal of assets			-				1,000				10,085
Merger and integration expense			(13,620	)			(47,593	)			(1,630	)
Severance and other expense			(7,825	)			(7,826	)			(13,930	)
Total operating cost and expenses			(1,276,955	)			(953,330	)			(997,312	)
Operating income (loss)			2,463				(127,568	)			(322,286	)
Other income, net			3,149				3,992				3,908
Interest and finance expense, net			(241	)			(8,795	)			(5,656	)
Income (loss) before taxes and equity in income of joint ventures			5,371				(132,371	)			(324,034	)
Equity in income of joint ventures			15,731				16,747				13,589
Income (loss) before income taxes			21,102				(115,624	)			(310,445	)
Income tax (expense) benefit			(41,247	)			(16,267	)			3,400
Net loss		$	(20,145	)		$	(131,891	)		$	(307,045	)
Loss per common share:
Basic and diluted		$	(0.18	)		$	(1.64	)		$	(4.33	)
Weighted average common shares outstanding:
Basic and diluted			109,072,761				80,525,694				70,889,753

The accompanying notes are an integral part of these consolidated financial statements.

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Comprehensive Loss

(in thousands)

		Year Ended December 31,
		2022				2021				2020
Net loss		$	(20,145	)		$	(131,891	)		$	(307,045	)
Other comprehensive income (loss):
Actuarial gain (loss) on defined benefit plans			7,440				22,345				(9,356	)
Plan curtailment / amendment credit recognized			-				-				5,510
Reclassified net remeasurement (loss) gains			-				(244	)			104
Amortization of prior service credit			(249	)			(249	)			-
Income taxes on pension			-				-				(926	)
Other comprehensive income (loss)			7,191				21,852				(4,668	)
Comprehensive loss		$	(12,954	)		$	(110,039	)		$	(311,713	)

The accompanying notes are an integral part of these consolidated financial statements.

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EXPRO GROUP HOLDINGS N.V.

Consolidated Balance Sheets

(in thousands, except share data)

		December 31,
		2022				2021
Assets
Current assets
Cash and cash equivalents		$	214,788			$	235,390
Restricted cash			3,672				4,457
Accounts receivable, net			419,237				319,286
Inventories			153,718				125,116
Assets held for sale			2,179				6,386
Income tax receivables			26,938				20,561
Other current assets			44,975				52,938
Total current assets			865,507				764,134
Property, plant and equipment, net			462,316				478,580
Investments in joint ventures			66,038				57,604
Intangible assets, net			229,504				253,053
Goodwill			220,980				179,903
Operating lease right-of-use assets			74,856				83,372
Non-current accounts receivable, net			9,688				11,531
Other non-current assets			8,263				26,461
Total assets		$	1,937,152			$	1,854,638
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	272,704			$	213,152
Income tax liabilities			37,151				22,999
Finance lease liabilities			1,047				1,147
Operating lease liabilities			19,057				19,695
Other current liabilities			107,750				74,213
Total current liabilities			437,709				331,206
Deferred tax liabilities, net			30,419				31,744
Post-retirement benefits			11,344				29,120
Non-current finance lease liabilities			13,773				15,772
Non-current operating lease liabilities			60,847				73,688
Other non-current liabilities			97,165				75,537
Total liabilities			651,257				557,067
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock, €0.06 nominal value, 200,000,000 shares authorized, 110,710,188 and 109,697,040 shares issued and 108,743,761 and 109,142,925 shares outstanding			7,911				7,844
Treasury stock (at cost), 1,966,427 and 554,115 shares			(40,870	)			(22,785	)
Additional paid-in capital			1,847,078				1,827,782
Accumulated other comprehensive income			27,549				20,358
Accumulated deficit			(555,773	)			(535,628	)
Total stockholders’ equity			1,285,895				1,297,571
Total liabilities and stockholders’ equity		$	1,937,152			$	1,854,638

The accompanying notes are an integral part of these consolidated financial statements.

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Cash Flows

(in thousands)

		Year Ended December 31,
Cash flows from operating activities:		2022				2021				2020
Net loss		$	(20,145	)		$	(131,891	)		$	(307,045	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment expense			-				-				287,454
Depreciation and amortization expense			139,767				123,866				113,693
Equity in income of joint ventures			(15,731	)			(16,747	)			(13,589	)
Stock-based compensation expense			18,486				54,162				-
Changes in fair value of investments			1,199				(511	)			-
Elimination of unrealized profit on sales to joint ventures			-				174				2,085
Debt issuance expense			-				5,166				-
Gain on disposal of assets			-				(1,000	)			(10,085	)
Deferred taxes			(1,326	)			(737	)			(20,596	)
Unrealized foreign exchange losses			6,116				1,407				2,106
Changes in assets and liabilities:
Accounts receivable, net			(97,758	)			(20,256	)			38,486
Inventories			(26,037	)			906				2,780
Other assets			4,365				12,683				532
Accounts payable and accrued liabilities			35,491				5,371				(25,161	)
Other liabilities			31,435				(5,981	)			7,150
Income taxes, net			10,209				(2,056	)			(4,241	)
Dividends received from joint ventures			7,283				4,058				3,646
Other			(13,185	)			(12,470	)			(6,824	)
Net cash provided by operating activities			80,169				16,144				70,391
Cash flows from investing activities:
Capital expenditures			(81,904	)			(81,511	)			(112,387	)
Cash and cash equivalents and restricted cash acquired in the Merger			-				189,739				-
Acquisition of technology			(7,967	)			-				-
Proceeds from disposal of assets			7,279				3,818				15,614
Proceeds from sale / maturity of investments			11,386				-				-
Net cash (used in) provided by investing activities			(71,206	)			112,046				(96,773	)
Cash flows from financing activities:
(Cash pledged for) release of collateral deposits			(70	)			162				2,271
Repayment of financed insurance premium			(7,245	)			(227	)			-
Payments of loan issuance and other transaction costs			(132	)			(5,123	)			(1,095	)
Acquisition of Company common stock			(12,996	)			-				-
Payment of withholding taxes on stock-based compensation plans			(4,168	)			(818	)			-
Repayments of finance leases			(1,001	)			(1,170	)			(1,801	)
Net cash used in financing activities			(25,612	)			(7,176	)			(625	)
Effect of exchange rate changes on cash and cash equivalents			(4,738	)			(1,876	)			631
Net (decrease) increase to cash and cash equivalents and restricted cash			(21,387	)			119,138				(26,376	)
Cash and cash equivalents and restricted cash at beginning of year			239,847				120,709				147,085
Cash and cash equivalents and restricted cash at end of year		$	218,460			$	239,847			$	120,709

The accompanying notes are an integral part of these consolidated financial statements.

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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, 2020			70,890			$	585			$	-			$	10,530			$	1,006,100			$	3,174			$	(95,839	)		$	924,550
Adoption of ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”)			-				-				-				-				-				-				(853	)			(853	)
Net loss			-				-				-				-				-				-				(307,045	)			(307,045	)
Other comprehensive loss			-				-				-				-				-				(4,668	)			-				(4,668	)
Balance at December 31, 2020			70,890			$	585			$	-			$	10,530			$	1,006,100			$	(1,494	)		$	(403,737	)		$	611,984
Net loss			-				-				-				-				-				-				(131,891	)			(131,891	)
Other comprehensive income			-				-				-				-				-				21,852				-				21,852
Stock-based compensation expense			-				-				-				-				54,162				-				-				54,162
Common shares issued upon vesting of share-based awards			741				16				-				-				(16	)			-				-				-
Common shares issued for ESPP			-				-				-				-				-				-				-				-
Treasury shares withheld			(554	)			-				(818	)			-				-				-				-				(818	)
Cancellation of Legacy Expro common stock			-				(585	)			-				-				585				-				-				-
Cancellation of warrants			-				-				-				(10,530	)			10,530				-				-				-
Merger			38,066				7,828				(21,967	)			-				756,421				-				-				742,282
Balance at December 31, 2021			109,143			$	7,844			$	(22,785	)		$	-			$	1,827,782			$	20,358			$	(535,628	)		$	1,297,571
Net loss			-				-				-				-				-				-				(20,145	)			(20,145	)
Other comprehensive income			-				-				-				-				-				7,191				-				7,191
Stock-based compensation expense			-				-				-				-				18,486				-				-				18,486
Common shares issued upon vesting of share-based awards			1,013				67				-				-				810				-				-				877
Acquisition of common stock			(1,100	)			-				(12,995	)			-				-				-				-				(12,995	)
Common stock withheld			(312	)			-				(5,090	)			-				-				-				-				(5,090	)
Balance at December 31, 2022			108,744			$	7,911			$	(40,870	)		$	-			$	1,847,078			$	27,549			$	(555,773	)		$	1,285,895

The accompanying notes are an integral part of these consolidated financial statements.

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EXPRO GROUP HOLDINGS N.V.

Report of Independent Registered Public Accounting Firm

ToNotes to the Board of Supervisory Directors and Stockholders of Frank’sInternational N.V.

Opinion on theConsolidated Financial Statements

We have audited

1.Business description

With roots dating to 1938, the consolidated statementsCompany is a global provider of energy services with operations comprehensive loss, stockholders’ equityin approximately 60 countries. The Company’s portfolio of capabilities includes products and cash flowsservices related to well construction, well flow management, subsea well access, and well intervention and integrity. The Company’s portfolio of products and services enhance production and improve recovery across the well lifecycle, from exploration through abandonment.

On March 10, 2021, Frank’s International N.V. (“Frank’s”) and its subsidiaries(New Eagle Holdings Limited, an exempted company limited by shares incorporated under the “Company”laws of the 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 year ended December 31, 2017, includingmerger of Legacy Expro with and into Merger Sub in an all-stock transaction, with Merger Sub surviving the related notesmerger as a direct, wholly owned subsidiary of Frank’s (the “Merger”). The Merger closed on October 1, 2021 (the “Closing Date”), and scheduleFrank’s was renamed to Expro Group Holdings N.V. (the “Company”). The Merger was accounted for using the acquisition method of valuation and qualifying accountsfor the year endedDecember 31, 2017appearing under Item 15(a)(2) (collectively referred toaccounting with Legacy Expro being identified as the “consolidatedfinancial statements”),before the effects of the adjustments to retrospectively reflect the change in the composition of reportable segments described in Note 1. In our opinion, theaccounting acquirer. The consolidated financial statements for the year ended December 31, 2017, before the effects of the adjustments to retrospectivelyCompany reflect the change in the composition of reportable segments described in Note 1, present fairly, in all material respects, thefinancial 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. 

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.”

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. 

On June 16, 2022, the year ended Company’s Board of Directors (the “Board”) approved a new stock repurchase program, under which the Company is authorized to acquire up to $50.0 million of its outstanding common stock through November 24, 2023. Under the Stock Repurchase Program, the Company may repurchase shares of the Company’s common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program is being utilized at management’s discretion and in accordance with federal securities laws. The timing and actual numbers of shares repurchased will depend on a variety of factors including price, corporate requirements, the constraints specified in the Stock Repurchase Program along with general business and market conditions. The Stock Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. The Company has repurchased a total of 1.1 million shares at an average price of $11.81 per share, for a total cost of $13.0 million as of December 31, 2017,2022 under the Stock Repurchase Program.

2.Basis of presentation and significant accounting policies

Basis of presentation

The consolidated financial statements of the Company have been prepared in conformityaccordance with accounting principles generally accepted in the United States of America (the 2017 financial statements before the effects of the adjustments discussed in Note 1 are not presented herein).

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively reflect the change in the composition of reportable segments described in Note 1and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by other auditors.

Basis for Opinion

These consolidatedfinancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidatedfinancial statements, before the effects of the adjustments described above, 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 of these consolidatedfinancial statements, before the effects of the adjustments described above, 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 consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 27, 2018

We served as the Company’s auditor from 2008 to 2018.

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FRANK’S INTERNATIONAL N.V.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
	December 31,
	2019				2018
Assets
Current assets:
Cash and cash equivalents	$	195,383			$	186,212
Restricted cash	1,357				—
Short-term investments	—				26,603
Accounts receivables, net	166,694				189,414
Inventories, net	78,829				69,382
Assets held for sale	13,795				7,828
Other current assets	10,360				12,651
Total current assets	466,418				492,090
Property, plant and equipment, net	328,432				416,490
Goodwill	99,932				211,040
Intangible assets, net	16,971				31,069
Deferred tax assets, net	16,590				14,621
Operating lease right-of-use assets	32,585				—
Other assets	33,237				28,619
Total assets	$	994,165			$	1,193,929
Liabilities and Equity
Current liabilities:
Short-term debt	$	—			$	5,627
Accounts payable and accrued liabilities	120,321				123,981
Current portion of operating lease liabilities	7,925				—
Deferred revenue	657				116
Total current liabilities	128,903				129,724
Deferred tax liabilities	2,923				221
Non-current operating lease liabilities	24,969				—
Other non-current liabilities	27,076				29,212
Total liabilities	183,871				159,157
Commitments and contingencies (Note 17)
Stockholders’ equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 227,000,507 and 225,478,506 shares issued and 225,510,650 and 224,289,902 shares outstanding	2,846				2,829
Additional paid-in capital	1,075,809				1,062,794
Retained earnings (deficit)	(220,805		)		16,860
Accumulated other comprehensive loss	(30,298		)		(32,338		)
Treasury stock (at cost), 1,489,857 and 1,188,604 shares	(17,258		)		(15,373		)
Total stockholders’ equity	810,294				1,034,772
Total liabilities and equity	$	994,165			$	1,193,929

The accompanying notes are an integral part of these consolidated financial statements.

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FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
	Year Ended December 31,
	2019				2018				2017
Revenue:
Services	$	473,538			$	416,781			$	364,061
Products	106,382				105,712				90,734
Total revenue	579,920				522,493				454,795
Operating expenses:
Cost of revenue, exclusive of depreciation and amortization
Services	338,325				302,880				273,200
Products	78,666				76,183				71,708
General and administrative expenses	120,444				126,638				129,218
Depreciation and amortization	92,800				111,292				122,102
Goodwill impairment	111,108				—				—
Severance and other charges (credits), net	50,430				(310		)		75,354
(Gain) loss on disposal of assets	1,037				(1,309		)		(2,045		)
Operating loss	(212,890		)		(92,881		)		(214,742		)
Other income (expense):
Tax receivable agreement (“TRA”) related adjustments	220				(1,359		)		122,515
Other income, net	1,103				2,047				1,763
Interest income, net	2,265				4,243				2,309
Mergers and acquisition expense	—				(58		)		(459		)
Foreign currency gain (loss)	(2,233		)		(5,675		)		2,075
Total other income (expense)	1,355				(802		)		128,203
Loss before income taxes	(211,535		)		(93,683		)		(86,539		)
Income tax expense (benefit)	23,794				(2,950		)		72,918
Net loss	$	(235,329	)		$	(90,733	)		$	(159,457	)
Dividends per common share:	$	—			$	—			$	0.225
Loss per common share:
Basic and diluted	$	(1.05	)		$	(0.41	)		$	(0.72	)
Weighted average common shares outstanding:
Basic and diluted	225,159				223,999				222,940

The accompanying notes are an integral part of these consolidated financial statements.

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FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
	Year Ended December 31,
	2019				2018				2017
Net loss	$	(235,329	)		$	(90,733	)		$	(159,457	)
Other comprehensive income (loss):
Foreign currency translation adjustments	404				(1,452		)		2,345
Marketable securities:
Unrealized gain (loss) on marketable securities	—				86				(103		)
Reclassification to net income	—				—				(395		)
Deferred tax asset / liability change	—				—				158
Unrealized gain (loss) on marketable securities, net of tax	—				86				(340		)
Total other comprehensive income (loss)	404				(1,366		)		2,005
Comprehensive loss	$	(234,925	)		$	(92,099	)		$	(157,452	)

The accompanying notes are an integral part of these consolidated financial statements.

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FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
																Accumulated
								Additional				Retained				Other								Total
	Common Stock							Paid-In				Earnings				Comprehensive				Treasury				Stockholders’
	Shares			Value				Capital				(Deficit)				Income (Loss)				Stock				Equity
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 employee stock purchase plan (“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
Cumulative effect of accounting change	—			—				—				670				—				—				670
Net loss	—			—				—				(90,733		)		—				—				(90,733		)
Foreign currency translation adjustments	—			—				—				—				(1,452		)		—				(1,452		)
Unrealized gain on marketable securities	—			—				—				—				86				—				86
Equity-based compensation expense	—			—				10,621				—				—				—				10,621
Common shares issued upon vesting of share-based awards	1,018			12				(12		)		—				—				—				—
Common shares issued for ESPP	233			3				1,312				—				—				—				1,315
Treasury shares withheld	(250	)		—				—				—				—				(1,636		)		(1,636		)
Balances at December 31, 2018	224,290			$	2,829			$	1,062,794			$	16,860			$	(32,338	)		$	(15,373	)		$	1,034,772
Cumulative effect of accounting change	—			—				—				(700		)		—				—				(700		)
Net loss	—			—				—				(235,329		)		—				—				(235,329		)
Foreign currency translation adjustments	—			—				—				—				404				—				404
Reclassification of marketable securities	—			—				—				(1,636		)		1,636				—				—
Equity-based compensation expense	—			—				11,280				—				—				—				11,280
Common shares issued upon vesting of share-based awards	1,134			13				(13		)		—				—				—				—
Common shares issued for ESPP	389			4				1,748				—				—				—				1,752
Treasury shares withheld	(302	)		—				—				—				—				(1,885		)		(1,885		)
Balances at December 31, 2019	225,511			$	2,846			$	1,075,809			$	(220,805	)		$	(30,298	)		$	(17,258	)		$	810,294

The accompanying notes are an integral part of these consolidated financial statements.

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FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
	Year Ended December 31,
	2019				2018				2017
Cash flows from operating activities
Net loss	$	(235,329	)		$	(90,733	)		$	(159,457	)
Adjustments to reconcile net loss to cash from operating activities
Derecognition of the TRA liability	—				—				(122,515		)
Depreciation and amortization	92,800				111,292				122,102
Equity-based compensation expense	11,280				10,621				13,825
Goodwill impairment	111,108				—				—
Loss on asset impairments and retirements	40,686				—				71,942
Amortization of deferred financing costs	371				58				267
Deferred tax provision (benefit)	727				(14,634		)		15,543
Reversal of deferred tax assets associated with the TRA	—				—				46,874
Provision for bad debts	1,281				159				950
(Gain) loss on disposal of assets	1,037				(1,309		)		(2,045		)
Changes in fair value of investments	(2,747		)		1,199				(2,627		)
Unrealized (gain) loss on derivative instruments	222				(386		)		634
Realized loss on sale of investment	—				—				478
Other	(1,522		)		843				(1,876		)
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	22,152				(63,654		)		21,271
Inventories	(10,694		)		(2,917		)		12,102
Other current assets	856				4,581				8,677
Other assets	(1,285		)		258				674
Accounts payable and accrued liabilities	(3,937		)		15,310				15,774
Deferred revenue	545				(354		)		(13,373		)
Other noncurrent liabilities	(503		)		(2,978		)		(4,446		)
Net cash provided by (used in) operating activities	27,048				(32,644		)		24,774
Cash flows from investing activities
Purchase of property, plant and equipment and intangibles	(36,942		)		(19,734		)		(21,990		)
Purchase of property, plant and equipment from related parties	—				(36,737		)		—
Proceeds from sale of assets and equipment	791				7,089				14,030
Purchase of investments	(20,122		)		(84,040		)		(123,048		)
Proceeds from sale of investments	46,739				143,825				53,299
Other	(512		)		—				—
Net cash provided by (used in) investing activities	(10,046		)		10,403				(77,709		)
Cash flows from financing activities
Repayments of borrowings	(5,627		)		(5,892		)		(680		)
Dividends paid on common stock	—				—				(50,154		)
Deferred financing costs	(184		)		(1,733		)		—
Treasury shares withheld	(1,886		)		(1,636		)		(2,901		)
Proceeds from the issuance of ESPP shares	1,752				1,315				1,264
Net cash used in financing activities	(5,945		)		(7,946		)		(52,471		)
Effect of exchange rate changes on cash	(529		)		3,384				(1,105		)
Net increase (decrease) in cash, cash equivalents and restricted cash	10,528				(26,803		)		(106,511		)
Cash, cash equivalents and restricted cash at beginning of period	186,212				213,015				319,526
Cash, cash equivalents and restricted cash at end of period	$	196,740			$	186,212			$	213,015

The accompanying notes are an integral part of these consolidated financial statements.

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation and Significant Accounting Policies

Nature of Business

Frank’s International N.V. (“FINV”GAAP”), a limited liability company organized under the laws of the Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells.

Basis of Presentation

.

The consolidated financial statements have been prepared using the U.S. dollar (“$” or “USD”) as the reporting currency.

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Table of FINV forContents

EXPRO GROUP HOLDINGS N.V.

Notes to the years ended December 31, 2019, 2018Consolidated Financial Statements

Basis of consolidation

The consolidated financial statements reflect the accounts of the Company and 2017 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.

Our accompanying consolidated financial statements and related financial information Investments in which we do not have been prepared in accordance with generally accepted accounting principles ina controlling interest, but over which we do exercise significant influence, are accounted for under the United Statesequity method of America (“GAAP”). In the opinionaccounting.

Use 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 conform 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.

During the first quarter of 2019, the Company changed the composition of its reportable segments. Please see Note 20 —Segment Information in these Notes to Consolidated Financial Statements for additional information. As partestimates

Preparation of the change in reportable segments, the Company also changed the classification of certain costs within the consolidated statements of operations to reflect a change in presentation of the information used by the Company’s chief operating decision maker (“CODM”). Historically, and through December 31, 2018, certain direct and indirect costs related to operations were classified and reported as general and administrative expenses (“G&A”) and certain costs associated with our Tubular Running Services manufacturing operations were classified as cost of revenue, products (“COR – Products”). The historical classification was consistent with the information used by the CODM to assess the performance of the Company’s segments and make resource allocation decisions. As part of the change in reportable segments, and to provide the CODM with additional oversight over costs that directly support operations versus costs that are more general and administrative in nature, certain costs previously classified as G&A have been reclassified as cost of revenue – services (“COR – Services”). In addition, certain manufacturing costs previously classified as COR – Products have been reclassified to COR – Services as a result of the change in segment reporting.

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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, 2018
		As previously reported				Reclassifications				As currently reported
Consolidated Statements of Operations
Cost of revenue, exclusive of depreciation and amortization
Services		$	265,688			$	37,192			$	302,880
Products		84,429				(8,246		)		76,183
General and administrative expenses		155,584				(28,946		)		126,638
		Year Ended December 31, 2017
		As previously reported				Reclassifications				As currently reported
Consolidated Statements of Operations
Cost of revenue, exclusive of depreciation and amortization
Services		$	223,222			$	49,978			$	273,200
Products		87,200				(15,492		)		71,708
General and administrative expenses		163,704				(34,486		)		129,218

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 intangible 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 liabilities related to employee benefit plans and revenue recognition. While we believe that the estimates and expenses duringassumptions used in the reporting period. Actualpreparation 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 a period of 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, the financial conditioncontracts contain penalty provisions for late delivery and installation of our customers and the business and political environment in which our customers operate. Provisions for doubtful accountsequipment, downtime or other equipment functionality. These penalties are recorded when it becomes probable that customer accounts are uncollectible.

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. Throughout the year, we have cash balances in excess of federally insured limits deposited with various financial institutions. We have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk on cash and cash equivalents. Restricted cash consists of cash deposits that collateralize our credit card program.

Amounts reportedtypically percentage reductions in the consolidated balance sheets and consolidated statements of cash flows as cash, cash equivalents and restricted cashtotal arrangement consideration, capped at December 31, 2019 and December 31, 2018 were as follows (in thousands):

	December 31,				December 31,
	2019				2018
Cash and cash equivalents	$	195,383			$	186,212
Restricted cash	1,357				—
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	196,740			$	186,212

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash Surrender Value of Life Insurance Policies

We 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. Income (loss) associated with these policies is included in other income, net on our consolidated statements of operations. Income (loss) on changescertain amount, or a reduction in the cash surrender value of life insurance policies was $2.7 million, $(1.2) millionon-going service fee and $2.4 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Comprehensive Income

Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments be presentedare assessed as components of comprehensive income. The cumulative amounts recognized by us under these standards are reflectedvariable consideration in the consolidated balance sheet as accumulated other comprehensive loss,contract.

Expro recognizes revenue for long-term construction-type contracts, involving significant design and engineering efforts in order to satisfy custom designs for customer-specific applications, on an over a componentperiod of stockholders’ equity.

Contingencies

Certain conditions may exist astime basis, using an input method, which represents the ratio of actual costs incurred to date on the date our consolidated financial statements are issued that may resultproject in relation to total estimated project costs. The estimate of total project costs has 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, evaluatessignificant impact on both the perceived meritsamount of any legal proceedings or unasserted claimsrevenue recognized as well as the perceived merits of the amount of relief sought or expected torelated profit on a project. Revenue and profits on contracts can also be sought therein.

If the assessment of a contingency indicates it is probable a material loss has been incurredsignificantly affected by change orders and the amount of liability can be estimated, thenclaims. Profits are recognized based on the estimated liability would be accrued in our consolidated financial statements. Ifproject profit multiplied by the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, thenpercentage complete. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs are often required as work progresses. Any expected losses on a project are recorded in full in 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,period in which casethey are identified.

Revenue is recognized to depict the guarantees wouldtransfer of promised services or goods to customers in an amount that reflects the consideration to which the Company expects to be disclosed.

Derivative Financial Instruments

    When we deem appropriate, we use foreign currency forward derivative contracts to mitigate the risk of fluctuationsentitled in foreign currency exchange rates. We use these instruments to mitigate our exposure to non-local currency working capital.for those services or goods. We do not hold or issue financial instruments for trading or other speculative purposes. We account for include tax amounts collected from customers in sales transactions as a component of revenue.

Foreign currency transactions

The functional currency of all our derivative activities undersubsidiaries is 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 (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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

Our financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, available-for-sale securities, derivative financial instruments and obligations under trade accounts payable. Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable and trade accounts payable 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 loss 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.

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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 approximately 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.

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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. 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.

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Notes to the Consolidated Financial Statements

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 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. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. We complete our assessment of goodwill impairment as of October 31 each year.

As of October 31, 2019, we performed a quantitative goodwill impairment test for our Cementing Equipment reporting unit. During the fourth quarter of 2019, market factors indicated a downturn in the demand for our Cementing Equipment products and services in the U.S. land market and a slower uptake of our service offering in international markets, and we reduced our management forecast for this reporting unit accordingly. Based on this refined outlook, the quantitative goodwill impairment test indicated that the fair value of the Cementing Equipment reporting unit was less than its carrying value. As a result, during the fourth quarter of 2019 we recorded a $111.1 million impairment charge to goodwill, which is included in goodwill impairment on the consolidated statements of operations.

We used the income approach to estimate the fair value of the Cementing Equipment reporting unit, but also considered the market approach to validate the results. The income 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. The inputs used in the determination of fair value are generally level 3 inputs.

Some of the more significant assumptions inherent in the income approach include the estimated future

Intangible assets, net annual cash flows for the reporting unit and the discount rate. We selected the assumptions used in the discounted cash flow projections using historical data supplemented by current and anticipated market conditions and estimated growth rates. Our estimates are based upon assumptions believed to be reasonable. However, given the inherent uncertainty in determining the assumptions underlying a discounted cash flow analysis, actual results may differ from those used in our valuation which could result in additional impairment charges in the future. Assuming all other assumptions and inputs used in the discounted

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

cash flow analysis were held constant, a 50 basis point increase in the discount rate assumption would have increased the goodwill impairment charge by approximately $10.0 million.

NaN goodwill impairment was recorded for years ended December 31, 2018 and 2017. At December 31, 2019, goodwill is allocated to our reportable segments as follows: Cementing Equipment - approximately $81.2 million; Tubular Running Services - approximately $18.7 million. 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. The inputs used in the determination of fair value are generally level 3 inputs. Please see Note 18 —Severance and Other Charges (Credits), net for additional information.

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 (which is 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. 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 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 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.

Intangible Assets

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 flow model and, if available, comparable market values.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides information related to our intangible assets as of December 31, 2019 and 2018 (in thousands):

	December 31, 2019												December 31, 2018
	Gross Carrying Amount				Accumulated Amortization				Total				Gross Carrying Amount				Accumulated Amortization				Total
Customer relationships	$	32,890			$	(23,946	)		$	8,944			$	39,050			$	(23,688	)		$	15,362
Trade name	11,408				(11,408		)		—				11,407				(9,203		)		2,204
Intellectual property	14,029				(6,002		)		8,027				17,889				(4,386		)		13,503
Non-compete agreement	1,160				(1,160		)		—				1,160				(1,160		)		—
Total intangible assets	$	59,487			$	(42,516	)		$	16,971			$	69,506			$	(38,437	)		$	31,069

Our intangible assets are primarily associated with our Cementing Equipment segment. Amortization expense for intangibles assets was $10.8 million, $10.8 million and $11.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. During the year ended December 31, 2019, impairment charges of $3.3 million were recorded associated with certaintrademarks, customer relationships and intellectual property intangible assetscontracts (“CR&C”), technology, and software.

Investments in joint ventures

We use the equity method of accounting for our Cementing Equipment and Tubular Running Services segments, whichequity investments where we hold more than 20% of the ownership 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 included in severance and other charges (credits), netcarried 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. NaN intangible asset impairment was recorded duringoperations reflect our share of income from the years ended December 31, 2018 or 2017.

Asjoint ventures’ results after tax. Any goodwill arising on the acquisition of December 31, 2019, estimated amortization expense for our remaining intangible assets for eacha joint venture, representing the excess of the next five years was as follows (in thousands):

Period	Amount
2020	$	6,895
2021	5,838
2022	708
2023	696
2024	635
Thereafter	2,199
Total	$	16,971

Inventories

Inventories are stated at the lower of cost (primarily average cost) or net realizable value. The Company’s inventories consist of finished goods, spare parts, work in process, and raw materials to support ongoing manufacturing operations. Work in progress, spare parts and finished goods include the cost of materials, labor, and manufacturing overhead. Inventory placed in servicethe investment compared to the Company’s share of the net fair value of the acquired identifiable net assets, is either capitalized and included in equipmentthe carrying amount of the joint venture and is not amortized.

The Company evaluates its investments in joint ventures for potential impairment whenever events or expensedchanges in circumstances indicate that there may be a loss in the value of each investment that is other 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 uponon 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:

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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 capitalization policies.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 reservesthe 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 inventoriesaccounting policies.

For the purpose of fair value disclosures, we have determined classes of assets and liabilities based on historical usagethe nature, characteristics and risks of inventory on-hand, assumptions about future demandthe asset or liability and market conditions, and estimates about potential alternative uses, which are limited. Please see Note 18—Severance and Other Charges (Credits), net for additional information.

the level of the fair value hierarchy as explained above.

Leases

We have operating and finance leases forprimarily related to real estate, vehiclestransportation and certain equipment. AtWe 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 time,value of all of our leases are classified as operating leases. Operating lease expense is recognized on a straight-line basispayments 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 judgment,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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, net” and “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 the lease liability and finance expense in the consolidated statement of operations so as to achieve a constant rate of interest on the remaining balance of the liability. Leases which do not meet the definition of a finance lease are classified as operating leases and are included in Operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Lease expense is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term.

We do not separate lease and non-lease components for all classes of leased assets. Also, leases with an initial term of 12 monthsone year or less are not recorded on the consolidated balance sheet.sheets.

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Property, Plant

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 Equipment

Property, plantprior periods. Both current and equipmentpast service costs are stated at cost less accumulated depreciation. Expenditures for significant improvements and betterments are capitalized whenrecognized in net income (loss) as they enhance or extend the useful lifearise.

The interest element of the assetdefined benefit cost represents the change in present value of plan obligations resulting from the passage of time and meetis determined by applying a minimum capitalization threshold. Expenditures for routine repairs and maintenance, which do not improve or extenddiscount rate to the lifeopening present value of the relatedbenefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets are expensed when incurred. When properties or equipment are sold, retired or otherwise disposedis based on an assessment made at the beginning of the related costyear of long-term market returns on plan assets, adjusted for the effect on the fair value of plan assets of contributions received and accumulatedbenefits 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 in the consolidated statement of operations as a component of net pension costs (over the expected remaining working lives of the plan’s active participants or the remaining lives of plan members in the event the plan is no longer active), which is included in “Cost of revenue, excluding depreciation are removed from the books and the resulting gainamortization.”

The defined benefit pension asset or loss is recognizedliability on the consolidated statements of operations.

Depreciation on fixed assets is computed usingbalance sheets comprise the straight-line method over the estimated useful livestotal for each plan of the individual assets. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. Depreciation expense was $82.0 million, $100.5 million and $110.7 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Revenue Recognition

Revenue is recognized when controlpresent value of the promised goods or services is transferred to our customers, in an amount that reflectsdefined benefit obligation using a discount rate based on high quality corporate bonds less the consideration we expectfair value of plan assets out of which the obligations are to be entitled tosettled directly. Fair value is based on market price information and in exchange for those goods or services. Payment terms on services and products generally range from 30 days to 120 days. Given the short-term naturecase of our service and product offerings, our contracts do not havequoted securities is the published bid price.

Defined Contribution Plans

The costs of providing benefits under a significant financing component anddefined contribution plan are expensed at the consideration we receive is generally fixed. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Because our contracts with customers are short-term in nature and fall within this exemption, we do not have significant unsatisfied performance obligations.

Service revenue is recognized over time as services are performed or rendered. Rates for services are typically priced on a per day, per man-hour or similar basis. We generally perform services either under direct service purchase orders or master service agreements which are supplemented by individual call-out provisions. For customers contracted under such arrangements, an accrual is recorded in unbilled revenue for revenue earned but not yet invoiced.

Revenue on product sales is generally recognized at a point in time when the product has shipped and significant risks of ownership have passedcontributions become payable to the customer. The sales arrangements typically do not include a rightrespective plan.

Stock-based compensation

Effective October 1, 2021, in connection with the consummation of return or other similar provisions, nor do they contain any other post-delivery obligations.

Some of our Tubulars segment and Cementing Equipment segment customers have requested that we store pipe, connectors and cementing products purchased from us in our facilities. We recognize revenue for these “bill and hold” sales once the following criteria have been met: (1) there is a substantive reason forMerger, 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.

Short‑term investments

Short‑term investments consisted of commercial paper, classified as held-to-maturity and a fund that primarily invests in short-term debt securities. These investments had original maturities of greater than three months but less than twelve months.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

Our Company amended its 2013 Long-Term Incentive Plan provides forto the granting ofExpro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated. Further, effective May 25, 2022, the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated was terminated and the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the “2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders. Pursuant to the 2022 LTIP, stock options, stock appreciation rights, (“SARs”), restricted stock, restricted stock units, (“RSUs”), performance restricted stock units (“PRSUs”), dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. consultants.

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 G&Ageneral and administrative expenses 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’s closing stock price as of the day before the grant date.

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 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.

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Notes to the Consolidated Financial Statements

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 $7.3 million, $6.7 million and $10.4 million of research and development costs for the years ended December 31, 2022, 2021 and 2020, 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”) in the form of accounting standards updates (“ASUs”)ASUs to the FASB’s Accounting Standards Codification.

We consider the applicability and impact of all accounting pronouncements.pronouncements; recently issued 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 and cash flows.

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EXPRO GROUP HOLDINGS N.V.

In June 2018,

Notes to the FASB issued new guidance which is intendedConsolidated 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 simplify aspects of share-based compensation issued to non-employees by making the guidance consistent withMerger Agreement was completed on October 1, 2021. U.S. GAAP requires the accounting for employee share-based compensation. We adopted the guidance on January 1, 2019 and the adoption did not have a material 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. We adopted the guidance on January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued new accounting guidance for leases. The main objectivedetermination of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities onacquirer, the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP andacquisition date, the new guidance is the recognitionfair value 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 leasesof the acquired and the resulting measurement of goodwill. The Merger is accounted for as a reverse merger and Legacy Expro has been identified as the acquirer for accounting purposes. As a result, the Company has in accordance with ASC 805,Business Combinations, applied the acquisition method of accounting to account for Frank’s assets acquired and liabilities assumed. Applying the acquisition method of accounting includes recording the identifiable assets acquired and liabilities assumed at their fair values and recording goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed.

The merger consideration was based on Frank’s closing share price on the balance sheetClosing Date. In a reverse merger involving only the exchange of equity, 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 further definesFrank’s was a leasepublic company with a quoted and reliable market price, the fair value of Frank’s equity interests was deemed to be more reliable. Under the acquisition method 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

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The following table sets forth the allocation of the merger consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the Closing 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):

		Initial allocation of the consideration				Measurement period adjustments				Allocation of consideration as of December 31, 2022
Cash and cash equivalents		$	187,178			$	-			$	187,178
Restricted cash			2,561				-				2,561
Accounts receivables, net			112,234				(1,020	)			111,214
Inventories			69,567				(109	)			69,458
Assets held for sale			10,061				-				10,061
Income tax receivables			2,030				-				2,030
Other current assets			23,908				(862	)			23,046
Property, plant and equipment			212,639				(2,479	)			210,160
Goodwill			154,399				41,077				195,476
Intangible assets			104,791				-				104,791
Operating lease right-of-use assets			27,406				-				27,406
Other assets			20,494				(70	)			20,424
Total assets			927,268				36,537				963,805
Accounts payable and accrued liabilities			81,959				3,876				85,835
Operating lease liabilities			8,344				-				8,344
Current income tax liabilities			8,932				9,862				18,794
Other current liabilities			19,918				12,108				32,026
Deferred tax liabilities			5,673				-				5,673
Non-current operating lease liabilities			19,607				-				19,607
Other non-current liabilities			40,553				10,691				51,244
Total Liabilities			184,986				36,537				221,523
Total Merger Consideration Exchanged		$	742,282			$	-			$	742,282

The preliminary valuation of the assets acquired and liabilities assumed, including other current liabilities, in the Merger initially resulted in goodwill of $154.4 million. During the third quarter of 2022, the Company finalized the valuation and recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to accounts payable and accrued liabilities, other current liabilities (please see Note 18 “Commitments and contingencies” for additional information), other non-current liabilities and income taxes. The measurement period adjustments resulted in an increase in goodwill of $41.1 million, for final total goodwill associated with the Merger of $195.5 million. The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a contract that conveys the right to control the useforecast of identified property, plant, or equipment for a period of time in exchange for consideration. Control overexpected future cash flows either through the use of the identified asset meansrelief-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 duration of time that benefits from these assets are expected to be realized. 

The intangible assets will be amortized on a straight-line basis over 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 attributable to planned synergies expected to be achieved from the customer has both (1)combined operations of Legacy Expro and Frank’s. Goodwill recorded in the rightMerger is not expected to obtain substantially allbe deductible for tax purposes. 

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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 $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 thousands):

		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 the economic benefit fromresults that actually would have occurred had the useMerger been completed on the date indicated or of future operating results.

Merger and integration expense

During the assetyear ended December 31, 2022, 2021 and (2)2020, the rightCompany incurred $13.6 million, $47.6 million and $1.6 million of merger and integration expense respectively, which consist primarily of legal fees, professional fees, integration, severance and other costs directly attributable to direct the useMerger.

Below is a reconciliation of our liability balance associated with our severance plan initiated during 2021 related to the asset. The accounting guidance requires disclosures by both lesseesintegration 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
Balance as of December 31, 2021		$	2,057			$	2,502			$	424			$	617			$	6,615			$	12,215
Expense (reversal) during the period		$	(256	)		$	(808	)		$	34			$	646			$	1,707				1,323
Payments made during the year			(1,675	)			(1,634	)			(458	)			(1,176	)			(7,880	)			(12,823	)
Balance as of December 31, 2022		$	126			$	60			$	-			$	87			$	442			$	715

Sale of assets

On November 13, 2020, Legacy Expro entered into an agreement to transfer, sell and lessorsassign all rights, title and interest in and to meet the objectivecertain identified tangible and intangible assets and liabilities relating to its pressure-control chokes product line for total cash consideration of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. We adopted the new lease standard effective January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption, including not restating comparative periods. In our financial statements, the comparative period continues to be reported under the accounting standards which were in effect for that period.

Adoption of the new standard resulted in recording lease assets of $34.9 million, lease liabilities of $34.4$15.5 million and an adjustment to retained earningsadditional earn-out consideration of $0.7 million as of January 1, 2019. The standard had no impact on our net income (loss) and cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed us to carry forward the historical lease classification. In addition, we elected not to separate lease and non-lease components for all classes of leased assets. Also, leases with an initial term of 12 months or less are not recorded on the balance sheet.

Note 2—Leases

We have operating leases for real estate, vehicles and certain equipment. Our leases have remaining lease terms of less than 1 year to 14 years, some of which include options to extend the leases for up to 10 years, and somea maximum of which include options to terminate$1.0 million, contingent upon certain criteria being met in the leases within 1following year.

Leases (in thousands)		Classification		December 31, 2019
Assets
Operating lease assets		Operating lease right-of-use assets		$	32,585
Liabilities
Current
Operating		Current portion of operating lease liabilities		7,925
Noncurrent
Operating		Non-current operating lease liabilities		24,969
Total lease liabilities				$	32,894

Our short-term lease expense No contingent consideration was $3.6recognized during the year ended December 31, 2020. Legacy Expro recognized a gain of $10.1 million for the year ended December 31, 2019.

		Year Ended
Long-term Lease Cost (in thousands)		December 31, 2019
Operating lease cost (a)		$	11,674
Sublease income		$	(533	)

(a)	Includes variable lease costs, which are immaterial.

		Year Ended
Other Information (in thousands)		December 31, 2019
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases		$	10,750
Right-of-use assets obtained in an exchange for lease obligations
Operating leases		$	7,393

Lease Term and Discount Rate		December 31, 2019
Weighted average remaining lease term (years)
Operating leases		6.06
Weighted average discount rate
Operating leases		10.47%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Maturity of Operating Lease Liabilities (in thousands)		December 31, 2019
2020		$	10,239
2021		8,972
2022		6,948
2023		4,424
2024		2,794
Thereafter		10,503
Total lease payments		43,880
Less: interest		10,986
Present value of lease liabilities		$	32,894

Total operating lease expense for2020 net of the years ended carrying value of the assets transferred of $4.4 million and costs directly attributable to the sale of $1.0 million. As of December 31, 2018 and 20172021, the conditions upon which the earn-out consideration was $16.8contingent were met. As a result, the Company recognized a gain of $1.0 million and $18.7 million, respectively. Future minimum lease commitments under noncancelable operating leases with initial or remaining terms of one year or more at December 31, 2018, were as follows (in thousands):

Year Ending December 31,		Amount
2019		$	10,544
2020		9,120
2021		7,370
2022		6,006
2023		4,251
Thereafter		13,103
Total future lease commitments		$	50,394

Note 3—Acquisitions and Divestitures

Related Party Acquisition

On November 2, 2018, Frank’s International, LLC entered into a purchase agreement with Mosing Ventures, LLC, Mosing Land & Cattle Company, LLC, Mosing Queens Row Properties, LLC, and 4-M Investments, each of which are companies related to us by common ownership (the “Mosing Companies”). Under the purchase agreement, we acquired real property that we previously leased from the Mosing Companies, and two additional properties located adjacent to those properties. The total purchase price was $37.0 million, including legal fees and closing adjustments for normal operating activity. The purchase closed on December 18, 2018. Please see Note 12—Related Party Transactions in these Notes to Consolidated Financial Statements.

Divestitures

During the first quarter of 2018, we sold a building classified as held for sale for $0.8 million and recorded an immaterial loss. During the third quarter of 2018, we sold a building classified as held for sale with a net book value of $0.3 million for $2.6 million. During the fourth quarter of 2018, we sold a building classified as held for sale with a net book value of $4.2 million and recorded an immaterial gain.

During the second quarter of 2019, we sold a building classified as held for sale for $0.2 million and recorded an immaterial loss. During the fourth quarter of 2019, we sold a building classified as held for sale for $0.3 million and recorded an immaterial loss.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4—Accounts Receivable, net

Accounts receivable at December 31, 2019 and 2018 were as follows (in thousands):

	December 31,
	2019				2018
Trade accounts receivable, net of allowance of $5,129 and $3,925, respectively	$	101,718			$	114,630
Unbilled receivables	43,422				54,591
Taxes receivable	18,516				15,762
Affiliated (1)	549				549
Other receivables	2,489				3,882
Total accounts receivable, net	$	166,694			$	189,414

(1)	Amounts represent expenditures on behalf of non-consolidated affiliates.

Note 5—Inventories, net

Inventories at December 31, 2019 and 2018 were as follows (in thousands):

	December 31,
	2019				2018
Pipe and connectors, net of allowance of $18,287 and $21,270, respectively	$	21,779			$	18,026
Finished goods, net of allowance of $485 and $1,354, respectively	25,628				22,608
Work in progress	3,663				8,285
Raw materials, components and supplies	27,759				20,463
Total inventories, net	$	78,829			$	69,382

Note 6—Property, Plant and Equipment

The following is a summary of property, plant and equipment at December 31, 2019 and 2018 (in thousands):

			December 31,
	Estimated Useful Lives in Years		2019				2018
Land	—		$	30,724			$	32,945
Land improvements	8-15		7,193				8,316
Buildings and improvements	13-39		116,182				125,088
Rental machinery and equipment	7		882,979				887,064
Machinery and equipment - other	7		60,182				61,796
Furniture, fixtures and computers	5		17,251				24,745
Automobiles and other vehicles	5		28,734				29,696
Leasehold improvements	7-15, or lease term if shorter		14,258				15,392
Construction in progress - machinery and equipment and buildings	—		46,564				65,152
			1,204,067				1,250,194
Less: Accumulated depreciation			(875,635		)		(833,704		)
Total property, plant and equipment, net			$	328,432			$	416,490

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the second quarter of 2018, assets with a net book value of $4.5 million met the criteria to be classified as held for sale and were reclassified from property, plant and equipment to assets held for sale on our consolidated balance sheet. During the third quarter of 2018, a building with a net book value of $5.0 million met the criteria to be classified as held for sale and was reclassified from property, plant and equipment to assets held for sale on our consolidated balance sheet.

During the first quarter of 2019, buildings with a net book value of $1.1 million met the criteria to be classified as held for sale and were reclassified from property, plant and equipment to assets held for sale on our consolidated balance sheet. During the third quarter of 2019, an additional building met the criteria to be classified as held for sale and a $4.0 million impairment loss was recorded, which is included in severance and other charges (credits), net on our consolidated statements of operations. The building's remaining net book value of $5.3 million was reclassified from property, plant and equipment to assets held for sale on our consolidated balance sheets. During the fourth quarter of 2019, equipment in our Tubular Running Services segment met the criteria to be classified as held for sale and a $0.3 million impairment loss was recorded, which is included in severance and other charges (credits), net on our consolidated statements of operations. The equipment’s remaining net book value of $0.2 million was reclassified from property, plant and equipment to assets held for sale on our consolidated balance sheets.

During the year ended December 31, 2019, we recorded fixed asset impairment charges2021.

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Table of $32.9 million primarily associated with construction in progress in our Tubular Running Services segment, which is included in severance and other charges (credits), net on our consolidated statements of operations. NaN impairments were recognized during the year ended December 31, 2018. During the year ended December 31, 2017, we recognized a $6.5 million charge for fixed asset retirements, which is included in severance and other charges (credits), net on our consolidated statements of operations. Please see Note 18—Severance and Other Charges (Credits), net in these Contents

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements for additional details.

The following table presents the depreciation and amortization associated with each line for the years ended December 31, 2019, 2018 and 2017 (in thousands):

	December 31,
		2019				2018				2017
Cost of revenue
Services		$	80,072			$	93,280			$	102,212
Products		1,511				4,354				4,971
General and administrative expenses		11,217				13,658				14,919
Total		$	92,800			$	111,292			$	122,102

Note 7—Other Assets

Other assets at December 31, 2019 and 2018 consisted of the following (in thousands):

	December 31,
	2019				2018
Cash surrender value of life insurance policies (1)	$	27,313			$	23,784
Deposits	2,119				2,269
Other	3,805				2,566
Total other assets	$	33,237			$	28,619

 

(1)	See Note 10—Fair Value Measurements for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8— Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at December 31, 2019 and 2018 consisted of the following (in thousands):

	December 31,
	2019				2018
Accounts payable	$	16,793			$	28,045
Accrued compensation	23,988				30,822
Accrued property and other taxes	20,099				16,301
Accrued severance and other charges	5,837				2,328
Income taxes	19,166				12,075
Affiliated (1)	1,694				3,915
Accrued purchase orders and other	32,744				30,495
Total accounts payable and accrued liabilities	$	120,321			$	123,981

(1)	Represents amounts owed to non-consolidated affiliates.

Note 9—Debt

Credit Facility

Asset Based Revolving Credit Facility

On November 5, 2018, FICV, Frank’s International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a 5-year senior secured revolving credit facility (the “ABL Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0 million including up to $15.0 million available for letters of credit. Subject to the terms of the ABL Credit Facility, we have the ability to increase the commitments to $200.0 million. The maximum amount that the Company may borrow under the ABL Credit Facility is subject to a borrowing base, which is based on a percentage of certain eligible accounts receivable and eligible inventory, subject to customary reserves and other adjustments.

All obligations under the ABL Credit Facility are fully and unconditionally guaranteed jointly and severally by FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., subject to customary exceptions and exclusions. In addition, the obligations under the ABL Credit Facility are secured by first priority liens on substantially all of the assets and property of the borrowers and guarantors, including pledges of equity interests in certain of FINV’s subsidiaries, subject to certain exceptions. Borrowings under the ABL Credit Facility bear interest at FINV’s option at either (a) the Alternate Base Rate (“ABR”) (as defined therein), calculated as the greatest of (i) the rate of interest publicly quoted by the Wall Street Journal, as the “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, (ii) the federal funds effective rate that is subject to a 0.00% interest rate floor plus 0.50%, and (iii) the one-month Adjusted LIBO Rate (as defined therein) plus 1.00%, or (b) the Adjusted LIBO Rate (as defined therein), plus, in each case, an applicable margin. The applicable interest rate margin ranges from 1.00% to 1.50% per annum for ABR loans and 2.00% to 2.50% per annum for Eurodollar loans and, in each case, is based on FINV’s leverage ratio. The unused portion of the ABL Credit Facility is subject to a commitment fee that varies from 0.250% to 0.375% per annum, according to average daily unused commitments under the ABL Credit Facility. Interest

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears.

The ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s 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 ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the ABL Facility or (ii) availability under the ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness.

As of December 31, 2019, FINV had 0 borrowings outstanding under the ABL Credit Facility, letters of credit outstanding of $9.3 million and availability of $44.7 million.

Insurance Notes Payable

In 2018, we entered into a note to finance our annual insurance premiums totaling $6.8 million. The note bore interest at an annual rate of 3.9% with a final maturity date in October 2019. At December 31, 2018, the total outstanding balance was $5.6 million. For the current policy year, the Company elected to pay its annual insurance premiums from existing cash available.

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.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2019 2022 and 2018,2021, 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, 2019
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—			$	27,313			$	—			$	27,313
Marketable securities - other	8				—				—				8
Liabilities:
Derivative financial instruments	—				324				—				324
Deferred compensation plan	—				23,251				—				23,251

December 31, 2018
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—			$	23,784			$	—			$	23,784
Marketable securities - other	37				—				—				37
Liabilities:
Derivative financial instruments	—				101				—				101
Deferred compensation plan	—				23,663				—				23,663

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, 2019 and 2018, derivative financial instruments are included in the financial statement line item accounts payable and accrued liabilities in our consolidated balance sheets.

		December 31, 2022
		Level 1				Level 2				Level 3				Total
Assets:
Investments:
Non-current accounts receivable, net		$	-			$	9,688				-			$	9,688
Liabilities:
Finance lease liabilities			-				14,820				-				14,820

		December 31, 2021
		Level 1				Level 2				Level 3				Total
Assets:
Investments:
Cash surrender value of life insurance policies-
Deferred compensation plan		$	-			$	18,857			$	-			$	18,857
Non-current accounts receivable, net			-				11,531				-				11,531
Liabilities:
Deferred compensation plan			-				9,339				-				9,339
Finance lease liabilities			-				16,919				-				16,919

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“other non-current assets” on the consolidated balance sheets. The liability associated with our deferred compensation plan at December 31, 2021 is included in other liabilities“other non-current liabilities” on the consolidated balance sheets. During 2022, the Company terminated the executive deferred compensation benefit plan. Please see Note 19 “Post-retirement benefits” for additional information. Our investments changechanged 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’ underlying investments. We also have marketable securities in publicly traded equity securities 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“Other non-current assets” on the consolidated balance sheets.

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Assets and Liabilities Measured at Fair Value on a

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, 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’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-partythird-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.

No impairment expense was recognized during the year ended December 31, 2022 and 2021. The following table presents total amount of impairment expense recognized during the year ended December 31, 2020 (in thousands):

		Year Ended December 31,
		2020
Goodwill		$	191,893
Intangible assets, net			60,394
Property, plant and equipment, net			19,993
Operating lease right-of-use assets			15,174
Total		$	287,454

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EXPRO GROUP HOLDINGS N.V.

Other Fair Value Considerations

Notes to the Consolidated Financial Statements

Goodwill

For the year ended December 31, 2022, we performed a quantitative goodwill impairment assessment as of our annual testing date and determined that the fair value was substantially in excess of the carrying value for each reporting unit. For the year ended December 31, 2021, we performed a qualitative goodwill impairment assessment of our goodwill as of our annual testing date and determined that 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, no impairment expense related to goodwill was recorded during the years ended December 31, 2022 and 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. Our interim quantitative goodwill 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 expenses of $191.9 million. Our quantitative goodwill impairment test as of our annual testing date on 2020 determined no further impairment to goodwill was to be recorded. After recording of the impairment expense, the carrying value of our impaired reporting units equaled their fair value whereas the estimated fair values of other reporting units were more that their carrying values. 

In performing our quantitative goodwill impairment assessments, we used the income approach and the market approach to estimate the fair value of our reporting units. 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 sheetsestimated weighted average cost of capital, revenue growth rates, profitability margins and capital expenditures.

Long-lived Assets

The Company did not identify any indicators of impairment related to our long-lived assets during the years ended December 31, 2022 and December 31, 2021. In reviewing the recoverability of our long-lived assets during 2020, 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.

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 linesinterest-bearing loans. The carrying amounts of creditthe Company’s financial instruments other than interest bearing loans approximate fair valuesvalue due to their short maturities.the short-term nature of the items. The Company does not have any outstanding borrowings on its interest-bearing loans.

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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 CEO, in deciding how to allocate resources and assess performance. Our operations are comprised of four 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,
		2022				2021				2020
NLA		$	499,813			$	193,156			$	115,738
ESSA			389,342				300,557				219,534
MENA			201,495				171,136				194,033
APAC			188,768				160,913				145,721
Total		$	1,279,418			$	825,762			$	675,026

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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, net, 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 income (loss) before income taxes (in thousands):

		Year Ended December 31,
		2022				2021				2020
NLA		$	135,236			$	32,254			$	54
ESSA			74,681				53,336				35,393
MENA			63,315				56,312				77,296
APAC			4,850				33,444				34,976
Total Segment EBITDA			278,082				175,346				147,719
Corporate costs			(87,580	)			(66,153	)			(61,122	)
Equity in income of joint ventures			15,731				16,747				13,589
Depreciation and amortization expense			(139,767	)			(123,866	)			(113,693	)
Impairment expense			-				-				(287,454	)
Severance and other expense			(7,825	)			(7,826	)			(13,930	)
Stock-based compensation expense			(18,486	)			(54,162	)			-
Gain on disposal of assets			-				1,000				10,085
Foreign exchange losses			(8,341	)			(4,314	)			(2,261	)
Merger and integration expense			(13,620	)			(47,593	)			(1,630	)
Other income, net			3,149				3,992				3,908
Interest and finance expense, net			(241	)			(8,795	)			(5,656	)
Income (loss) before income taxes		$	21,102			$	(115,624	)		$	(310,445	)

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. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2022 and 2021.One customer in our MENA operating segment accounted for 16% of our consolidated revenue for the year ended December 31, 2020. The revenue generated in the Netherlands was immaterial for the years ended December 31, 2022, 2021 and 2020. Other than the U.S. in 2022, Norway in 2021, and Algeria in 2020,no individual country represented more than 10% of our revenue for the years ended December 31, 2022, 2021 and 2020.

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 and non-current assets, which are not included in the measure of segment assets reviewed by the CODM:

		December 31,
		2022				2021
NLA		$	633,644			$	561,482
ESSA			444,368				370,638
MENA			294,742				358,465
APAC			232,812				231,087
Assets held centrally			331,586				332,966
Total		$	1,937,152			$	1,854,638

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The following table presents our capital expenditures disaggregated by our operating segments (in thousands):

		Year Ended December 31,
		2022				2021
NLA		$	18,435			$	6,426
ESSA			17,574				11,151
MENA			27,354				14,553
APAC			13,457				19,958
Assets held centrally			5,084				29,423
Total		$	81,904			$	81,511

6.Revenue

Disaggregation of revenue

We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 11— Derivatives5 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,
		2022				2021				2020
Well construction		$	500,438			$	112,126			$	-
Well management			778,980				713,636				675,026
Total		$	1,279,418			$	825,762			$	675,026

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.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Unbilled receivables are initially recognized for revenue earned on completion of the performance obligation which are not yet invoiced to the customer. The amounts recognized as unbilled receivables are reclassified to trade 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, 2022 and December 31, 2021 (in thousands):

		December 31,
		2022				2021
Trade receivable, net		$	289,235			$	236,158
Unbilled receivables (included within accounts receivable, net)		$	139,690			$	94,659
Deferred revenue (included within other liabilities)		$	51,192			$	17,038

The Company recognized revenue of $15.5 million, $15.4 million and $6.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, out of the deferred revenue balance as of the beginning of the applicable year. 

As of December 31, 2022, $50.9 million of our deferred revenue was classified as current and is included in “Other current liabilities” on the consolidated balance sheets, with the remainder classified as non-current and included in “Other non-current liabilities” on the consolidated balance sheets.

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 enter into short-durationhave elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original 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. With respect to our long term construction contracts, revenue allocated to remaining performance obligations is $139.2 million.

7.Income taxes

The components of income tax expense (benefit) for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):

		Year Ended December 31,
		2022				2021				2020
Current tax:
Netherlands (2020: U.K.)		$	283			$	216			$	(707	)
Foreign			42,308				16,777				17,883
Total current tax			42,591				16,993				17,176
Deferred tax:
Netherlands (2020: U.K.)			-				-				-
Foreign			(1,344	)			(726	)			(20,576	)
Total deferred tax			(1,344	)			(726	)			(20,576	)
Income tax expense (benefit)		$	41,247			$	16,267			$	(3,400	)

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

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 currencytax jurisdictions for the year ended December 31, 2022 and 2021 and between the U.K. and foreign tax jurisdictions for the year ended December 31,2020.

The Netherland, U.K. and foreign components of income (loss) from continuing operations before income taxes and equity in income of joint ventures for the years ended December 31, 2022, 2021 and 2020 were as follows (in thousands):

		Year Ended December 31,
		2022				2021				2020
Netherlands (2020: U.K.)		$	(13,984	)		$	(19,190	)		$	22,819
Foreign			19,355				(113,181	)			(346,853	)
Total		$	5,371			$	(132,371	)		$	(324,034	)

A reconciliation of the differences between the income tax provision computed at the Netherlands statutory rate of 25.8% and 25.0% for the year ended December 31, 2022 and 2021, respectively, and the U.K. statutory rate of 19.0% for the years ended December 31, 2020 to income (loss) from continuing operations before taxes and equity in joint ventures for the reasons below (in thousands):

		Year Ended December 31,
		2022				2021				2020
Statutory tax rate			25.8	%			25.0	%			19.0	%
Income tax expense (benefit) at statutory rate		$	1,387			$	(33,093	)		$	(61,566	)
Permanent differences			12,187				14,123				120,239
Effect of overseas tax rates			(4,024	)			9,905				(1,754	)
Net tax charge related to attributes with full valuation allowance			28,267				28,607				(71,259	)
Exempt dividends from joint ventures			(2,649	)			(1,014	)			14
Return to provision adjustments			(5,966	)			(5,001	)			6,150
Withholding taxes			3,029				1,995				984
Foreign exchange movements on tax balances			694				67				1,216
Movement in uncertain tax positions			8,322				678				2,576
Income tax expense (benefit)		$	41,247			$	16,267			$	(3,400	)
Effective tax rate			768.0	%			-12.3	%			1.0	%

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EXPRO GROUP HOLDINGS N.V.

Notes to the 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.

The primary components of our deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows (in thousands):

		December 31,
		2022				2021
Deferred tax assets:
Net operating loss carry forwards		$	771,963			$	731,315
Employee compensation and benefits			9,977				12,958
Depreciation			66,300				44,253
Other			44,133				34,734
Investment in partnership			-		��		51,890
Intangibles			16,197				22,980
Valuation allowance			(881,286	)			(829,087	)
Total deferred tax assets			27,284				69,043
Deferred tax liabilities:
Depreciation			(13,630	)			(1,935	)
Goodwill and other intangibles			(36,968	)			(42,784	)
Investment in partnership			(911	)			(48,856	)
Other			(6,194	)			(7,212	)
Total deferred tax liabilities			(57,703	)			(100,787	)
Net deferred tax liabilities		$	(30,419	)		$	(31,744	)

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.

The changes in valuation allowances were as follows (in thousands):

		Year Ended December 31
		2022				2021				2020
Balance at the beginning of the period		$	829,087			$	512,711			$	443,398
Additions attributable to the Merger			-				187,319				-
Additions not attributable to the Merger			146,451				160,299				72,025
Reductions			(94,252	)			(31,242	)			(2,712	)
Balance at end of period		$	881,286			$	829,087			$	512,711

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

As of December 31, 2022, the Company had U.S. federal net operating loss carryforwards (“NOLs”) of approximately $628.7 million, net of existing Section 382 (as defined below) limitations,  $160.6 million, of which were incurred prior to January 1, 2018 (and will begin to expire, if unused, in 2036) and $468.1 million of which were incurred on or after January 1, 2018 (and will not expire and will be carried forward derivative contractsindefinitely). 

Section 382 of the Code (“Section 382”) 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 will trigger a limitation (calculated as described above) on the combined company’s ability to utilize any historic Frank’s NOLs and will cause some of the Frank’s NOLs incurred prior to January 1, 2018 to expire before the combined company will be able to utilize them to reduce taxable income in future periods. 

The exchange of ordinary shares of Legacy Expro for shares of the riskCompany's common stock (“Company Common Stock”) in the Merger was, standing alone, insufficient to result in an ownership change with respect to Legacy Expro. However, the Company will 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. Due to the ownership change with respect to Legacy Expro as a result of the Merger, the combined company will be prevented from fully utilizing Legacy Expro’s historic NOLs incurred prior to January 1, 2018 prior to their expiration.

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, 2022 and 2021 (in thousands):

		Year ended December 31
		2022				2021
Balance at the beginning of the period		$	76,114			$	35,377
Additions attributable to the Merger			7,259				40,144
Additions based on tax positions related to current period not attributable to the Merger			8,009				5,774
Additions for tax positions of prior year period not attributable to the Merger			2,371				5,094
Settlements with tax authorities			(2,490	)			(2,370	)
Reductions for tax positions of prior years			(547	)			(5,138	)
Reductions due to the lapse of statute of limitations			(1,525	)			(2,094	)
Effect of changes in foreign exchange rates			(1,054	)			(673	)
Balance at the end of the period		$	88,137			$	76,114

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Notes to the Consolidated Financial Statements

The amounts above include penalties and interest of $9.8 million and $4.2 million for the years ended December 31, 2022 and 2021, respectively. We classify penalties and interest relating to uncertain tax positions within income tax (expense) benefit in the consolidated statements of operations. 

Approximately $58.0 million and $46.0 million of unrecognized tax benefits as of December 31, 2022 and December 31, 2021 respectively, included in “Other non-current liabilities” on the consolidated balance sheet, would positively impact our future rate and be recognized as additional tax benefit in our statement of operations if resolved in our favor. Approximately $30.1 million of unrecognized tax benefits as of December 31, 2022 and at December 31, 2021 relate to certain deductions and should not impact our future rate. We do not foresee material resolution of these positions in the coming 12 months.

We file income tax returns in the Netherlands and in various other foreign currency fluctuations.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 2008. Tax filings of our subsidiaries, branches and related entities are routinely examined in the normal course of business by the relevant tax authorities. We usebelieve 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 instrumentsare strategic to mitigate our exposureactivities 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, 2022 and 2021 was as follows (in thousands):

		December 31,
		2022				2021
CETS		$	62,471			$	54,014
PVD-Expro			3,567				3,590
Total		$	66,038			$	57,604

9.Accounts receivable, net

Accounts receivable, net consisted of the following as of December 31, 2022 and 2021 (in thousands):

		December 31,
		2022				2021
Accounts receivable		$	441,605			$	340,209
Less: Expected credit losses			(12,680	)			(9,392	)
Total		$	428,925			$	330,817
Current			419,237				319,286
Non – current			9,688				11,531
Total		$	428,925			$	330,817

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Notes to non-local currency operating working capital. the Consolidated Financial Statements

The movement of expected credit losses for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):

		Year Ended December 31,
		2022				2021				2020
Balance at beginning of year		$	9,392			$	6,917			$	6,313
Additions - Acquired in the Merger			-				992				-
Additions - Charged to expense			4,096				1,527				965
Deductions			(808	)			(44	)			(361	)
Balance at end of year		$	12,680			$	9,392			$	6,917

10.Inventories

Inventories consisted of the following as of December 31, 2022 and 2021 (in thousands):

		December 31,
		2022				2021
Finished goods		$	26,810			$	34,899
Raw materials, equipment spares and consumables			102,395				76,025
Work-in progress			24,513				14,192
Total		$	153,718			$	125,116

11.Other assets and liabilities

Other assets consisted of the following as of December 31, 2022 and 2021 (in thousands):

		December 31,
		2022				2021
Cash surrender value of life insurance policies		$	-			$	18,857
Prepayments			18,084				19,891
Value-added tax receivables			20,727				22,524
Collateral deposits			1,669				1,599
Deposits			7,245				7,331
Other			5,513				9,197
Total		$	53,238			$	79,399
Current			44,975				52,938
Non – current			8,263				26,461
Total		$	53,238			$	79,399

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Other liabilities consisted of the following as of December 31, 2022 and 2021 (in thousands):

		December 31,
		2022				2021
Deferred revenue		$	51,192			$	17,038
Other tax and social security			28,557				27,893
Income tax liabilities - non-current portion			58,036				45,741
Deferred compensation plan			-				9,339
Provisions			45,248				32,964
Other			21,882				16,775
Total		$	204,915			$	149,750
Current			107,750				74,213
Non – current			97,165				75,537
Total		$	204,915			$	149,750

Cash Surrender Value of Life Insurance Policies

We recordhad $18.9 million of cash surrender value of life insurance policies as of December 31, 2021, that were held within a trust established to settle payment of future executive deferred compensation benefit obligations. During 2022, the Company terminated the executive deferred compensation benefit plan. Please see Note 19 “Post-retirement benefits” for additional information. Prior to the termination of the executive deferred compensation plan, the impact of cash distributions from the trust for benefits paid pursuant to the executive deferred compensation benefit plan was included in “Proceeds from sale / maturity of investments” on the consolidated statements of cash flows. Loss associated with these contracts at fairpolicies was included in “Other income, net” on our condensed consolidated statements of operations. Loss on changes in the cash surrender value of life insurance policies was $0.3 million for the year ended December 31, 2022.

12.Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consisted of the following as of December 31, 2022 and 2021 (in thousands):

		December 31,
		2022				2021
Accounts payable – trade		$	100,951			$	84,952
Payroll, vacation and other employee benefits			46,935				42,671
Accruals for goods received not invoiced			32,102				18,666
Other accrued liabilities			92,716				66,863
Total		$	272,704			$	213,152

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EXPRO GROUP HOLDINGS N.V.

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, 2022 and 2021 (in thousands):

		December 31,
		2022				2021
Cost:
Land		$	22,261			$	21,580
Land improvement			3,054				3,054
Buildings and lease hold improvements			98,490				104,660
Plant and equipment			789,910				701,400
			913,715				830,694
Less: accumulated depreciation			(451,399	)			(352,114	)
Total		$	462,316			$	478,580

The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of December 31, 2022 and 2021 and included in amounts above is as follows (in thousands):

		December 31,
		2022				2021
Cost:
Buildings		$	18,623			$	18,623
Plant and equipment			1,275				1,275
			19,898				19,898
Less: accumulated amortization			(9,085	)			(7,733	)
Total		$	10,813			$	12,165

Depreciation expense related to property, plant and equipment, including assets under finance leases, was $102.3 million, $95.8 million and $85.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

No impairment expense related to property, plant and equipment was recognized for the years ended December 31, 2022 and 2021. We recognized impairment expense related to property, plant and equipment of $20.0 million for the year ended December 31, 2020, which is included in “Impairment expense” on our consolidated statement of operations. Refer to Note 4 “Fair value measurements” for further details.

During the year ended December 31, 2022, a building classified as assets held for sale as of December 31, 2021, was sold for net proceeds of $6.3 million. Additionally, during the year ended December 31, 2022, a building with net carrying value of $2.2 million met the criteria to be classified as held for sale and was reclassified from property plant and equipment, net to assets held for sale on our consolidated balance sheets. Althoughsheet.

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EXPRO GROUP HOLDINGS N.V.

Notes to the derivative contracts will serveConsolidated Financial Statements

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, 2022 and 2021 (in thousands):

		December 31, 2022												December 31, 2021												December 31, 2022
						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			$	(118,221	)		$	103,979			$	222,200			$	(98,271	)		$	123,929				5.3
Trademarks			57,100				(32,921	)			24,179				57,100				(29,392	)			27,708				7.5
Technology			170,652				(71,191	)			99,461				159,458				(60,979	)			98,479				11.7
Software			11,556				(9,671	)			1,885				8,754				(5,817	)			2,937				0.8
Total		$	461,508			$	(232,004	)		$	229,504			$	447,512			$	(194,459	)		$	253,053				8.3

Amortization expense for intangible assets was $37.4 million, $28.1 million and $28.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.

During the first quarter of 2022, we acquired technology to bolster our well intervention and integrity product offering, resulting in an economic hedgeincrease in intangible assets 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$11.2 million which will be amortized over a five-year life. The impact of this asset acquisition is included in our“Acquisition of technology” on the consolidated statements of operations.

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2019 and 2018, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):

		December 31, 2019
		Notional				Contractual		Settlement
Derivative Contracts		Amount				Exchange Rate		Date
Canadian dollar		$	948			1.3182		3/16/2020
Euro		9,279				1.1180		3/17/2020
Norwegian krone		11,027				9.0688		3/17/2020
Pound sterling		16,057				1.3381		3/17/2020

		December 31, 2018
		Notional				Contractual		Settlement
Derivative Contracts		Amount				Exchange Rate		Date
Canadian dollar		$	2,248			1.3343		3/18/2019
Euro		6,967				1.1421		3/18/2019
Norwegian krone		7,713				8.5566		3/18/2019
Pound sterling		16,452				1.2655		3/18/2019

cash flows. 

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

No impairment expense associated with our intangible assets was recognized during the years ended December 31, 2019 2022 and 2018 (in thousands):

Derivatives not designated as Hedging Instruments		Consolidated Balance Sheet Location		December 31, 2019				December 31, 2018
Foreign currency contracts		Accounts payable and accrued liabilities		$	(324	)		$	(101	)

2021. We recognized impairment expense associated with our intangible assets of $60.4 million for the year ended December 31, 2020, 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 locationyear ended December 31, 2020 (in thousands):

2020:		CR&C				Technology				Trademarks				Total
NLA		$	10,262			$	20,616			$	11,437			$	42,315
ESSA			-				6,909				4,070				10,979
APAC			-				7,100				-				7,100
Total		$	10,262			$	34,625			$	15,507			$	60,394

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Expected future intangible asset amortization as of December 31, 2022 is as follows (in thousands):

Years ending December 31,
2023		$	35,467
2024			33,582
2025			33,582
2026			33,582
2027			33,582
Thereafter			59,709
Total		$	229,504

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 amountsthe 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,
		2022				2021
NLA		$	118,511			$	93,608
ESSA			80,058				66,283
MENA			4,218				3,331
APAC			18,193				16,681
Total		$	220,980			$	179,903

The following table provides the gross carrying amount and cumulative impairment expense of goodwill for each operating segment as of December 31, 2022 and 2021 (in thousands):

		2022																2021
		Cost				Measurement period adjustments				Accumulated impairment				Net Book Value				Cost				Acquired in Merger				Accumulated impairment				Net Book Value
NLA		$	130,949			$	24,903			$	(37,341	)		$	118,511			$	37,341			$	93,608			$	(37,341	)		$	93,608
ESSA			80,761				13,775				(14,478	)			80,058				28,982				51,779				(14,478	)			66,283
MENA			129,714				887				(126,383	)			4,218				126,383				3,331				(126,383	)			3,331
APAC			56,794				1,512				(40,113	)			18,193				51,113				5,681				(40,113	)			16,681
Total		$	398,218			$	41,077			$	(218,315	)		$	220,980			$	243,819			$	154,399			$	(218,315	)		$	179,903

During the third quarter of 2022, goodwill associated with the Merger increased by $41.1 million as a result of measurement period adjustments to our preliminary estimates due to additional information received. Please see Note 3 “Business combinations and dispositions” for additional information.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

No goodwill impairment expense was recognized during the years ended December 31, 2022 and 2021. We recorded goodwill impairment expense of $191.9 million for the year ended December 31, 2020. Refer to Note 4 “Fair value measurements” for further details.

The following table summarizes our goodwill impairment expense by operating segment for the year ended December 31, 2020 (in thousands):

		Year Ended December 31,
		2020
NLA		$	25,397
ESSA			-
MENA			126,383
APAC			40,113
Total		$	191,893

16.Interest bearing loans

On October 1, 2021, in connection with the closing of the unrealizedMerger, we entered into a new revolving credit facility (the “New Facility”) with DNB Bank ASA, London Branch, as agent (the “Agent”), with total commitments of $200.0 million, of which $130.0 million was available for drawdowns as loans and realized gains$70.0 million was available for letters of credit. On July 21, 2022, the Company increased the facility available for letters of credit to $92.5 million and lossestotal commitments to $222.5 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 (as defined in the New Facility) 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 derivativecertain 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 loans receivable 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 drawdowns as loans 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 semi-annually.

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.

On March 31, 2022, the Agent, on behalf of the consenting lenders, countersigned a Consent Request Letter dated March 10, 2022 to the New Facility (the “Consent”). Pursuant to the Consent, the lenders consented to, among other things, an amendment to the New Facility permitting dividends or distributions by the Company, or the repurchase or redemption of the Company’s shares in an aggregate amount of $50.0 million over the life of the New Facility, subject to pro forma compliance with the 2.25 to 1.0 maximum senior leverage ratio financial covenant.

The Facility remained undrawn on a cash basis (i.e., no loans were outstanding) as of December 31, 2022 and December 31, 2021. We utilized $53.8 million and $33.4 million as of December 31, 2022 and December 31, 2021, respectively, for bonds and guarantees.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

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.

The following tables illustrate the financial impact of our leases as of and for the years ended December 31, 2022, 2021 and 2020, along with other supplemental information about our existing leases (in thousands, except years and percentages):

		Year Ended December 31,
		2022				2021				2020
Components of lease expenses:
Finance lease expense:
Amortization of right of use assets		$	1,352			$	967			$	1,649
Interest incurred on lease liabilities			2,006				2,246				2,386
Operating lease expense			26,231				21,479				19,870
Short term lease expense			84,045				54,756				56,156
Total lease expense		$	113,634			$	79,448			$	80,061

		December 31,
		2022				2021				2020
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		$	28,454			$	25,348			$	23,134
Right-of-use assets obtained in an exchange for lease obligations
Operating leases		$	15,051			$	8,529			$	8,917
Weighted average remaining lease term:
Operating leases			6.9				7.3				8.5
Finance leases			10.1				11.0				11.7
Weighted average discount rate for operating leases			8.9	%			8.8	%			10.0	%
Weighted average discount rate for finance leases			12.9	%			13.1	%			13.5	%

The operating cash flows for finance leases approximates the interest expense for the year.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

As of December 31, 2022, maturity of our lease liabilities are as follows (in thousands):

		Operating				Finance
		Leases				Leases
Years ending December 31,
2023		$	25,486			$	3,026
2024			19,398				2,759
2025			13,365				2,703
2026			9,331				2,703
2027			8,033				2,680
Due after 5 years			35,584				13,069
		$	111,197			$	26,940
Less: amounts representing interest			(31,293	)			(12,120	)
Total		$	79,904			$	14,820
Short-term portion		$	19,057			$	1,047
Long-term portion			60,847				13,773
Total		$	79,904			$	14,820

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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 $45.5 million and $26.3 million as of December 31, 2022 and 2021, respectively. We also entered into purchase commitments related to inventory on an as-needed basis. As of December 31, 2022 and 2021, inventory purchase commitments were $25.8 million and $14.2 million, respectively.

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 no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2022 and December 31, 2021. 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 have conducted an internal investigation of the operations of certain of Frank’s foreign subsidiaries in West Africa including for 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 internal review to the SEC and the U.S. Department of Justice (“DOJ”). The DOJ has provided a declination, subject to the Company and the SEC reaching a satisfactory settlement of civil claims. We are discussing a possible resolution with the SEC and, based on the course of these discussions to date, we believe that a final resolution of this matter is likely to include a civil penalty in the amount of approximately $8 million and, accordingly, we have recorded a loss contingency in that amount within “Other current liabilities” on our consolidated balance sheet as of December 31, 2022, with the offset taken as an increase to goodwill as a measurement period adjustment associated with the Merger. While we believe the final resolution, including the amount of any civil penalty, of this matter is nearing a conclusion, there can be no assurance as to the timing or the terms of any final resolution, or that a settlement will be reached at all. In the event a settlement is not reached, litigation may ensue and, accordingly, the actual loss incurred in connection with this matter could be less than or exceed the amount accrued and may have a material adverse effect on our financial position, results of operations or cash flows. At the present time, we are unable to reasonably estimate the amount of any potential loss in excess of the amount already accrued relating to this matter. Other than discussed above, we had no other material legal accruals for loss contingencies, individually or in the aggregate, as of December 31, 2022 and December 31, 2021.

Our Board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations, including the integration of the legacy Frank’s compliance related processes into the Expro compliance framework and program.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

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.

Defined contribution plans

We offer various defined contribution plans for employees around the globe as per local statute and market practice.  Specific to our largest employee populations, for employees in the U.S., we offer a 401(K) plan, which is a defined contribution retirement savings plan to which the employer matches employee contributions up to 4% of eligible earnings.  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. 

Expense recognized in respect of these plans were $8.4 million, $7.3 million and $6.4 million for the years ended December 31, 2022, 2021 and 2020, 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.

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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,
		2022				2021				2020
Discount rate			4.7	%			1.8	%			1.3	%
Expected return on plan assets			5.6	%			3.2	%			2.7	%
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, 2019, 2018 and 2017follows (in thousands):

		Year Ended December 31,
		2022				2021				2020
Current service cost		$	(357	)		$	(439	)		$	(539	)
Interest cost			(4,307	)			(3,407	)			(4,551	)
Expected return on plan assets			6,796				5,499				6,064
Plan curtailment / amendment events recognized in consolidated statements of operations			-				-				2,269
Amortization of prior service credit			249				249				-
Reclassified net remeasurement (loss) gains			-				244				(104	)
Amounts included in consolidated statements of operations		$	2,381			$	2,146			$	3,139
Actuarial gain (loss) on defined benefit plans		$	7,440			$	22,345			$	(9,356	)
Plan curtailment / amendment credit recognized in consolidated statements of other comprehensive loss			-				-				5,510
Amortization of prior service credit			(249	)			(249	)			-
Reclassified net remeasurement (loss) gains			-				(244	)			104
Other comprehensive income (loss)			7,191				21,852				(3,742	)
Total comprehensive income (loss)		$	9,572			$	23,998			$	(603	)

Derivatives not designated as Hedging Instruments		Location of gain (loss) recognized in income on derivative contracts		December 31, 2019				December 31, 2018				December 31, 2017
Unrealized gain (loss) on foreign currency contracts		Other income, net		$	(222	)		$	386			$	(634	)
Realized gain (loss) on foreign currency contracts	��	Other income, net		320				1,661				(1,699		)
Total net gain (loss) on foreign currency contracts				$	98			$	2,047			$	(2,333	)

90

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The service 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 below (in thousands):

		Year Ended December 31,
		2022				2021				2020
Actuarial (loss) gain on assets		$	(74,332	)		$	11,378			$	16,678
Actuarial gain (loss) on liabilities			81,772				10,967				(26,034	)
Actuarial gain (loss) on defined benefit plans		$	7,440			$	22,345			$	(9,356	)

The actuarial gain on the benefit obligation for the year December 31, 2022 has arisen primarily as a result of increases in corporate bond yields, offset slightly by a loss relating to recognition of known inflation increases over 2022. The gain on the benefit obligation has been further offset by the lower than expected asset returns over the period which again was primarily caused by the increase in corporate and government bond yields.

The amount of employer contributions expected to be paid to our defined benefit plans during the years to December 31, 2032 is set out below (in thousands):

Years ending December 31:
2023		$	5,481
2024		$	5,691
2025		$	5,886
2026		$	6,135
2027		$	6,416
Thereafter to December 31, 2032		$	22,495

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The amounts included in the consolidated balance sheets arising from our obligations in respect of defined retirement benefit plans and post-employment benefits was as follows (in thousands):

		December 31,
		2022				2021
Present value of defined benefit obligations		$	(135,182	)		$	(241,808	)
Fair value of plan assets			123,840				212,688
Deficit recognized under non-current liabilities		$	(11,342	)		$	(29,120	)

Changes in the present value of defined benefit obligations were as follows (in thousands):

		December 31,
		2022				2021
Opening balance		$	(241,808	)		$	(261,576	)
Current service cost			(357	)			(439	)
Interest cost			(4,307	)			(3,407	)
Actuarial gain			81,772				10,967
Exchange differences			23,823				2,378
Benefits paid			5,695				10,269
Ending balance		$	(135,182	)		$	(241,808	)

Movements in fair value of plan assets were as follows (in thousands):

		December 31,
		2022				2021
Opening balance		$	212,688			$	203,630
Actual return on plan assets			(67,536	)			16,877
Exchange differences			(20,776	)			(2,245	)
Contributions from the sponsoring companies			5,159				4,695
Benefits paid			(5,695	)			(10,269	)
Ending balance		$	123,840			$	212,688

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The actual return on plan assets consists of the following table presents(in thousands):

		December 31,
		2022				2021				2020
Expected return on plan assets		$	6,796			$	5,499			$	6,064
Actuarial (loss) gain on plan assets			(74,332	)			11,378				16,678
Actual return on plan assets		$	(67,536	)		$	16,877			$	22,742

Information for pension plans with an accumulated benefit obligation in excess of plan assets were as follows (in thousands):

		December 31,
		2022				2021
Accumulated benefit obligation		$	134,102			$	240,644
Fair value of plan assets			123,840				212,688

The investment strategy of the grossmain U.K. plan (“U.K. Plan”) is set by the trustees and netis 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 45% of the assets are invested in a growth portfolio, comprising diversified growth funds (“DGFs”) and property, and approximately 55% 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 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, 2022								December 31, 2021
		Expected rate				Fair value of				Expected rate				Fair value of
		of return %				asset				of return %				asset
Mutual funds
DGFs			7.5			$	55,633				4.6			$	123,460
LDI funds			4.0				45,170				1.1				61,163
Bond funds			4.5				21,899				1.8				26,571
Equities			1.8				188				1.5				360
Other assets			2.2				950				1.5				1,134
Total						$	123,840							$	212,688

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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, 2022
		Level 1				Level 2				Level 3				Total
Mutual funds
DGFs		$	55,633			$	-			$	-			$	55,633
LDI funds			45,170				-				-				45,170
Bond funds			21,899				-				-				21,899
Equities			188				-				-				188
Other assets			172				395				383				950
Total		$	123,062			$	395			$	383			$	123,840

		December 31, 2021
		Level 1				Level 2				Level 3				Total
Mutual funds
DGFs		$	123,460			$	-			$	-			$	123,460
LDI funds			61,163				-				-				61,163
Bond funds			26,571				-		��		-				26,571
Equities			360				-				-				360
Other assets			445				329				360				1,134
Total		$	211,999			$	329			$	360			$	212,688

Other assets primarily represent insurance contracts. The fair valuesvalue is estimated, based on the underlying defined benefit obligation assumed by the insurers.

Movements in fair value of our derivativesLevel 3 assets were as follows (in thousands):

		December 31,
		2022				2021
Opening balance		$	360			$	292
Actual return on plan assets			6				5
Exchange differences			(6	)			33
Contributions from the sponsoring companies			23				30
Ending balance		$	383			$	360

Executive Deferred Compensation Plan

The Company maintained 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. Participant benefits under the EDC Plan were paid from the general funds of the Company or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan. The assets of the EDC Plan’s trust were invested in corporate-owned, split-dollar life insurance policies and mutual funds. 

During 2022, the Company terminated the EDC Plan and settled substantially all remaining obligations under the plan by liquidating the cash surrender value of life insurance policies that were held within the Rabbi Trust.

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.

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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 fulfilment of continued service and a performance condition related to the occurrence of a Liquidity Event as defined in the MIP. Additionally, a portion of the management options are subject to performance conditions linked to an internal rate of return. 

There were 5.8 million MIP stock options issued and outstanding as of December 31, 20192020 under the MIP. Legacy Expro granted no stock options in 2020.

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 post-reverse stock split Exchange Ratio of 1.2120 to 1. As of the modification date, there were 6.9 million MIP stock options issued and 2018 (in thousands):

		Derivative Asset Positions								Derivative Liability Positions
		December 31,								December 31,
		2019				2018				2019				2018
Gross position - asset / (liability)		$	127			$	113			$	(451	)		$	(214	)
Netting adjustment		(127		)		(113		)		127				113
Net position - asset / (liability)		$	—			$	—			$	(324	)		$	(101	)

Note 12—Related Party Transactions

We have engagedoutstanding.

The aforementioned event was accounted for as an improbable-to-probable modification and as a result, the fair value of all 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 certain transactions with other companieswhich 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 us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. Rent expense associated with our related party leases was $2.7 million, $6.5the MIP stock options of $3.6 million and $6.9$39.5 million forduring the years ended December 31, 2019, 2018 2022 and 2017,2021 respectively.  As of December 31, 2019,2022, unrecognized stock compensation expense relating to MIP stock options totaled $0.9 million which will be expensed over a weighted average period of 0.6 years.

As of December 31, 2022 and 2021, there were 6.7 million  and 6.9 million, respectively, MIP stock options issued and outstanding with a weighted average exercise price of $17.19 and 17.20, respectively. There were no stock options granted during 2021 or 2022 and there are no plans to grant stock options in 2023. During the year ended December 31, 2022 there were 0.1 million options forfeited; the number of options exercised was not material. Both options forfeited and options exercised had a weighted average exercise price of $17.08. As of December 31, 2022, there were 2.7 million exercisable MIP stock options with a weighted average exercise price of $17.15 per option. 

The intrinsic value of a stock option is the amount by which the current market value of the underlying stock exceeds the exercise price of the option. The total intrinsic value of options exercised was not material during 2022. There were no stock option exercises during 2021 and 2020. At December 31, 2022, options outstanding had an intrinsic value of approximately $6.3 million with a weighted-average remaining life of our operating lease right-of-use assets5.4 years. At December 31, 2022, options exercisable had an intrinsic value of $2.6 million, with a weighted-average remaining life of 5.4 years.

The fair value of the time-based MIP stock options granted to non-executive directors and $7.1 million of our lease liabilities were associated with related party leases.

On November 2, 2018, Frank’s International, LLC entered into a purchase agreement with Mosing Ventures, LLC, Mosing Land & Cattle Company, LLC, Mosing Queens Row Properties, LLC, and 4-M Investments, each of which are companies related to us by common ownership (the “Mosing Companies”). Under the purchase agreement, we acquired real property that we previously leased from the Mosing Companies, and two additional properties located adjacent to those properties. The total purchase pricemanagement was $37.0 million, including legal fees and closing adjustments for normal operating activity. The purchase closed on December 18, 2018. The properties were conveyed as-is, except that until 10 years followingestimated at the Closing Date using a Black-Scholes model and the parties will continuefair value of the performance-based MIP stock options granted to have certain rightsmanagement 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

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

MIP Restricted stock units (“MIP RSUs”)

RSUs granted under the MIP were subject to vesting over a three year period. There were 0.1 million outstanding MIP RSUs as of December 31, 2020. No stock-based compensation expense attributable to the MIP RSUs was recognized during the year ended December 31, 2020 as the performance conditions within the agreements were deemed to be improbable. In February 2021, the MIP RSU awards were modified so that upon the closing of the Merger, the MIP RSUs would convert to RSUs of the Company based on the post-reverse stock split Exchange Ratio of 1.2120 to 1 and obligations underwould immediately vest pursuant to the terms of the agreements by which someMerger Agreement. As the MIP RSUs were fully vested on the closing of the purchased properties were acquired byMerger, the Mosing Companies atCompany recognized $2.6 million of stock-based compensation expense attributable to the time of our IPO. We made improvements on the purchased propertiesMIP RSUs during the lease period, year ended December 31, 2021 and had no further expenses outstanding to be recognized for the purchase price was calculated excludingMIP RSUs as of December 31, 2021 or during the value of those improvements. As of the purchase close, we no longer lease the acquired properties from the Mosing Companies.

Tax Receivable Agreement

Mosingyear ended December 31, 2022.

Expro Group Holdings and its permitted transferees converted all of their Preferred Stock into shares of our common stock on a 1-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 all of their interests in FICV to us (the “Conversion”). As a result of an election under Section 754 of the Internal Revenue Code, made by FICV, 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 transferred to FINV by Mosing Holdings and its permitted transferees. 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 N.V. Long-Term Incentive Plan

Effective October 1, 2021, in connection with our IPO generally provides for the payment by FINV of 85%consummation of the amount ofMerger, the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (or are deemed to realize in certain circumstances) in periods after our IPO as a result of (i) tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. We will retain the benefit of the remaining 15% of these cash savings. Payments we make under the TRA will be increased by any interest accrued from the due date (without extensions) of the corresponding tax returnCompany amended its 2013 Long-Term Incentive Plan to the date of payment specified by Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated. Further, effective May 25, 2022, 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 FINV.

The estimation of the amountExpro Group Holdings N.V. Long-Term Incentive Plan, As Amended and timing of payments under the TRA is by its nature imprecise. For purposes of the TRA, cash savings in tax generally are calculated by comparing our actual tax liability to the amount we would have been

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

required to pay had we not been able to utilize any of the tax benefits subject to the TRA. The amounts payable, as well as the timing of any payments, under the TRA are dependent upon significant future events and assumptions, including the amount and timing of the taxable income we generate in the future. As of December 31, 2019, 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. 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 and are not obligations of FICV. The term of the TRA commenced upon the completion of the IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless FINV elects to exercise its right to terminate the TRA (or the TRA isRestated was terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control), and we make the termination payment specified in the TRA. If FINV elects to terminate the TRA early, which it may do so in its sole discretion, (or if it terminates as a result of our breach) it would be required to make a substantial, immediate lump-sum payment equal to the present value of the hypothetical future payments that could be required to be paid under 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), determined by applying a discount rate equal to the long-term Treasury rate in effect on the applicable date plus 300 basis points. 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 will be similarly accelerated following certain mergers or other changes of control. In these situations, 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, 2019, the estimated termination payment would be approximately $50.0 million (calculated using a discount rate of 5.25%). 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 dependent on the ability of FINV’s operating subsidiaries to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreement. The ability of certain of FINV’s operating 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 (except in the case of an acceleration of payments thereunder occurring in connection with an early termination 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 on its common stock.

Note 13—Loss Per Common Share

Basic loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by dividing 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.

The following table summarizes the basic and diluted loss per share calculations (in thousands, except per share amounts):

	Year Ended December 31,
	2019				2018				2017
Numerator
Net loss	$	(235,329	)		$	(90,733	)		$	(159,457	)
Denominator
Basic and diluted weighted average common shares (1)	225,159				223,999				222,940
Loss per common share:
Basic and diluted	$	(1.05	)		$	(0.41	)		$	(0.72	)

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FRANK’S INTERNATIONALExpro Group Holdings N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)	Approximate number of shares of unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when the results from operations are at a net loss position.		737			922			648

Note 14—Stock-Based Compensation

2013 Long-Term Incentive Plan

Under our 20132022 Long-Term Incentive Plan (the “LTIP”),“2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders. Pursuant to the 2022 LTIP, stock options, SARs,stock appreciation rights, 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.consultants. 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 directorsBoard terminates the plan. There are 20,000,000approximately 13.2 million shares of common stock reserved for issuance under the LTIP. As of December 31, 2019, 11,410,0612022, approximately 11.5 million shares remained available for issuance.

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 consists of shares that wereShares withheld from employees to settle personal tax obligations that arose as a result of restricted stock unitsRSUs that vested.vested are included in our treasury stock. 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, 2019, 2018 and 2017 was $11.4 million, $9.5 million and $12.1 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 was $11.2 million and $6.8 million for the years ended December 31, 2019, 2018 2022 and 20172021, respectively. No stock based compensation expense relating to the  LTIP RSUs was $8.7 million, $8.9 million and $12.8 million, respectively. recognized for the year ended December 31, 2020. The total fair value of LTIP RSUs vested during the years ended December 31, 2019, 2018 2022 and 20172021 was $7.1 million, $6.7$13.0 million and $9.9$2.0 million respectively. UnamortizedAs of December 31, 2022, unrecognized stock compensation expense as of December 31, 2019 relating to LTIP RSUs totaled approximately $8.8$16.8 million, which will be expensed over a weighted average period of 1.751.0 years.

Non-vested RSUs outstanding as

The following is a summary of December 31, 2019RSU information and the changes during the year were as follows:weighted-average grant-date fair values for Expro’s LTIP RSUs:

		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
Granted			913,034				16.51
Vested			(593,037	)			21.91
Forfeited			(70,899	)			18.80
Non-vested at December 31, 2022			1,484,198			$	17.51

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	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	2,188,965			$	7.66
Granted	1,756,125			6.49
Vested	(1,138,654	)		7.87
Forfeited	(345,636	)		6.81
Non-vested at December 31, 2019	2,460,800			$	6.65

EXPRO GROUP HOLDINGS N.V.

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 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

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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”) based on a comparison to the returns of a peer group, which beginning with PRSUs granted in 2018, is the SPDR S&P Oil & Gas Equipment and Services ETF. (2) TSR is computed over the entire Performance Period (using a 30-day averaging period for the first 30 calendar days and the last 30 calendar days of the Performance Period to mitigate the effect of stock price volatility), but beginning with the PRSUs granted in 2018,(2) TSR performance is calculated separately with respect to 3three separate one-yearone-year achievement periods included in the three-yearthree-year Performance Period (as defined below), resulting in a weighted average payout at the end of the three-yearthree-year Performance 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’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); (iv) 150% of the Target Level if the Company achieves a rank in the 75th percentile (the maximum level for the 2017 grants); percentile; and 200% of the Target Level if the Company achieves a rank in the 90th percentile and above (the maximum level for the 2018 and 2019 grants)level). (4)(4) Unless there is a qualifying termination as defined in the PRSU award agreement, the PRSUs of an executive will be forfeited upon an executive’s termination of employment during the Performance Period.

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.

In 2019,2022, no shares were granted under the PRSU program. In 2021, we granted 354,275 PRSUs with a fair value of $3.7 million or 446,858 units (“Target Level”). The performance period for these grants is the three year-year period from January 1, 2019 2022 to December 31, 2021 (“2024 (“Performance Period”), but with separate one-yearone-year achievement periods from January 1, 2019 2022 to December 31, 2019, 2022, January 1, 2020 2023 to December 31, 2020 2023, and January 1, 2021 2024 to December 31, 2021, 2024, resulting in a weighted average payout at the end of the Performance Period.

 
The weighted average assumptions for the PRSUs granted in 2019 are2021 were as follows:

	2019	2021
Total expected term (in years)	2.86		3.25
Expected volatility	43.5%		84.2
Risk-free interest rate	2.48%		0.54	%
Correlation range	2.4% to 88.1%

In 2018, we granted PRSUs with a fair value of $2.0 million or 275,550 units (“Target Level”). The performance period for these grants is the three year period from January 1, 2018 to December 31, 2020 (“Performance Period”), but with separate one-year achievement periods from January 1, 2018 to December 31, 2018, January 1, 2019 to December 31, 2019 and January 1, 2020 to December 31, 2020, resulting in a weighted average payout at the end of the Performance Period.

The weighted average assumptions for the PRSUs granted in 2018 are as follows:

	2018	21.2% to 79.5	%
Expected term (in years)	2.86
Expected volatility	39.0%
Risk-free interest rate	2.35%
Correlation range	11.0% to 85.7%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 2017, we granted PRSUs with a fair value of $2.6 million or 293,083 units (“Target Level”). The performance period for these grants is a three-year period from January 1, 2017 to December 31, 2019 (“Performance Period”).

The weighted average assumptions for the PRSUs granted in 2017 are as follows:

	2017
Expected term (in years)	2.92
Expected volatility	42.1%
Risk-free interest rate	1.51%
Correlation range	26.8% to 76.0%

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 event. In the event of involuntary termination except for cause, the Company 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 was $3.2 million and $5.2 million, respectively, for the yearsyear ended December 31, 2019, 2018 2022 and 2017December 31, 2021. No stock based compensation expense relating to the PRSUs was $2.0 million, $1.2 million and $0.6 million, respectively. recognized for the year ended December 31, 2020. The total fair value of PRSUs vested during the yearyears ended December 31, 20172022 and 2021, was $0.2 million. There were 0 PRSU vestings during the years ended $9.9 million and $0.1 million respectively. As of December 31, 2019 and 2018. Unamortized2022, unrecognized stock compensation expense as of December 31, 2019 relating to PRSUs totaled approximately $3.0$5.4 million, which will be expensed over a weighted average period of 1.820.5 years.

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Non-vested PRSUs outstanding as

Table of December 31, 2019 and the changes during the year were as follows:Contents

	Number of Shares			Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	593,987			$	8.06
Granted	446,858			8.22
Forfeited	(252,012	)		7.96
Non-vested at December 31, 2019	788,833			$	8.13

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The following is a summary of PRSU information and weighted-average grant-date fair values for Expro’s PRSUs:

		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
Vested			(305,119	)			32.50
Non-vested at December 31, 2022			386,512			$	24.00

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 2.1 million133,863 shares were available for issuance as of December 31, 2019. Shares issued to our employees under the ESPP totaled 389,284 in 2019 and 232,592 shares in 2018. 2022. For the years ended December 31, 2019, 2018 2022 and 2017,2021, we recognized $0.6 million, $0.5 million and $0.4$0.1 million of compensation expense related to stock purchased under the ESPP, respectively.
 

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In January 2019, we issued 153,451

Notes to the Consolidated Financial Statements

21.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 shares.

The calculation of basic and diluted loss per share attributable to the Company stockholder for years ended December 31, 2022, 2021 and 2020 respectively, are as follows (in thousands, except shares outstanding and per share amounts):

		Year Ended December 31,
		2022				2021				2020
Net loss		$	(20,145	)		$	(131,891	)		$	(307,045	)
Basic and diluted weighted average number of shares outstanding			109,072,761				80,525,694				70,889,753
Total basic and diluted loss per share		$	(0.18	)		$	(1.64	)		$	(4.33	)

Approximately 0.3 million shares of our commonunvested restricted stock units and stock to our employees under this planbe issued pursuant to satisfy the employee purchase periodESPP have been excluded from July 1, 2018 to the computation of diluted loss per share as the effect would be anti-dilutive for the year ended December 31, 2018,2022.

Additionally, since the conditions upon which increased our commonshares were issuable for outstanding warrants and stock outstanding.options were not satisfied as of December 31, 2020, 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.

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EXPRO GROUP HOLDINGS N.V.

In July 2019,

Notes to the Consolidated Financial Statements

22.Related party transactions

Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we issued 235,833 sharesexert significant influence, and Mosing Holdings LLC, a company that is owned by a member of our common stockBoard, and its affiliates. During the years ended December 31, 2022, 2021 and 2020, we provided goods and services to our employees under this plan to satisfy the employee purchase period from January 1, 2019 to June 30, 2019, which increased our common stock outstanding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15—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 contributes 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 $5.0related parties totaling $5.4 million, $4.5$6.8 million and $3.7$13.9 million, respectively. During the year ended December 31, 2022, we received services from related parties totaling $1.0 million.

Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was $0.6 million and $0.5 million for the years ended December 31, 2019, 20182022 and 2017,2021, 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 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 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 $1.0 million for the year ended December 31, 2018. NaN compensation expense related to the vesting of the Company’s contribution was recorded for

Further, during the years ended December 31, 20192022, 2021 and 2017. The total liability recorded at 2020, we received dividends from CETS and PVD-Expro totaling $7.3 million, $4.1 million and $3.6 million, respectively.

As of December 31, 2019 2022 and 2018,2021, amounts receivable from related to the EDC Plan was $23.3parties were $2.4 million and $23.7$1.6 million, respectively, and was included amounts payable to related parties were $0.8 million and $2.1 million as of December 31, 2022 and 2021, respectively.

As of December 31, 2022, $0.7 million of our operating lease right-of-use assets and $0.7 million of our lease liabilities were associated with related party leases. 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.

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 16—Income Taxes

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,
	2019				2018				2017
United States	$	(225,653	)		$	(85,342	)		$	(167,908	)
Foreign	14,118				(8,341		)		81,369
Loss before income tax expense (benefit)	$	(211,535	)		$	(93,683	)		$	(86,539	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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,
	2019				2018				2017
Current
U.S. federal	$	—			$	—			$	—
U.S. state and local	209				7				(15		)
Foreign	21,975				11,677				10,516
Total current	22,184				11,684				10,501
Deferred
U.S. federal	444				—				56,621
U.S. state and local	—				—				2,420
Foreign	1,166				(14,634		)		3,376
Total deferred	1,610				(14,634		)		62,417
Total income tax expense (benefit)	$	23,794			$	(2,950	)		$	72,918

For the year ending December 31, 2017, the Company reported, on a provisional basis, the tax impacts resulting from the enactment of the Tax Act on December 22, 2017. During 2018, the Company completed its analysis of the impacts of the Tax Act during the measurement period without further adjustment. The Company has completed the accounting for the impacts of the Tax Act, although adjustments may be necessary in future periods due to technical corrections and/or regulatory guidance that may be issued by the Internal Revenue Service.

Foreign taxes were incurred in the following regions for the periods indicated (in thousands):

	Year Ended December 31,
	2019				2018				2017
Latin America	$	8,636			$	1,261			$	5,469
West Africa	4,688				2,692				3,243
Middle East	5,579				2,249				1,633
Europe	1,096				461				1,348
Asia Pacific	1,525				922				1,388
Other	1,617				(10,542		)		812
Total foreign income tax expense (benefit)	$	23,141			$	(2,957	)		$	13,893

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the differences between the income tax provision computed at the 21% U.S. statutory rate in effect at December 31, 2019 and the reported provision for income taxes for the periods indicated is as follows (in thousands):

	Year Ended December 31,
	2019				2018				2017
Income tax expense (benefit) at statutory rate	$	(44,422	)		$	(19,673	)		$	(30,289	)
Branch profits tax	(12,129		)		(4,267		)		(4,871		)
State taxes, net of federal benefit	154				(27		)		2,405
Restricted stock units tax shortfall	405				1,025				1,651
Taxes on foreign earnings at less than the U.S. statutory rate	14,427				13,095				(22,464		)
Effect of tax rate change	—				(2,929		)		23,843
Effect of moving activity to higher tax rate jurisdiction	—				(14,620		)		—
Management fee charged to international operations	3,455				1,515				1,213
Tax effect of TRA derecognition	—				—				46,874
Establishment of valuation allowances	37,802				22,892				51,911
Goodwill impairment	25,677				—				—
Return-to-provision adjustments	(524		)		(521		)		3,551
Foreign tax credit	(5,707		)		—				—
Other	4,656				560				(906		)
Total income tax expense (benefit)	$	23,794			$	(2,950	)		$	72,918

A reconciliation using the Netherlands statutory rate was not provided as there are no significant operations in the Netherlands.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Significant components of deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2019				2018
Deferred tax assets
Foreign net operating loss	$	17,121			$	13,290
U.S. net operating loss	104,105				76,349
Research and development credit	1,016				609
Foreign tax credit carryover	422				—
Intangibles	9,365				5,933
Inventory	2,280				2,350
Property and equipment	16,161				14,621
Investment in partnership	24,372				23,931
Other	1,442				773
Valuation allowance	(130,010		)		(84,972		)
Total deferred tax assets	46,274				52,884
Deferred tax liabilities
Investment in partnership	(23,728		)		(27,352		)
Property and equipment	(1,253		)		(3,652		)
Goodwill	(7,297		)		(7,259		)
Other	(329		)		(221		)
Total deferred liabilities	(32,607		)		(38,484		)
Net deferred tax assets (liabilities)	$	13,667			$	14,400

As of December 31, 2019, we have income tax net operating loss (“NOL”) carryforwards related to both our U.S. and foreign operations of approximately $443.6 million. In addition, we have research and development tax credit carryforwards of approximately $1.0 million. The ultimate utilization of the NOLs and research and development credits depend on the ability to generate sufficient taxable income in the appropriate tax jurisdiction. These tax attributes expire as follows (in thousands):

Year of Expiration		U.S. NOLs				Foreign NOLs				R&D Credits
2020 - 2024		$	—			$	11,598			$	—
2025 - 2029		—				8,084				—
2030 - 2038		196,550				—				1,016
Does not expire		174,623				52,746				—
		$	371,173			$	72,428			$	1,016

The valuation allowance on our NOLs increased from $85.0 million to $130.0 million during 2019IPO 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, 2019 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2019 and 2018, we had total gross uncertain tax positions of $0.3 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, 2019, our U.S. tax returns remain open to examination for the tax years 2017 through 2018, and the major foreign taxing jurisdictions to which we are subject to tax are open to examination for the tax years 2010 through 2018.

Note 17—Commitments and Contingencies

Commitments

We are committed under various operating lease agreements primarily related to real estate, vehicles and certain equipment that expire at various dates throughout the next several years. Please see Note 2—Leases in these Notes to Consolidated Financial Statements for additional information.

We also have purchase commitments related to inventory in the amount of $34.1 million at December 31, 2019. 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, 2019 and December 31, 2018. 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”“A&R TRA”), our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review. Pursuant to the SEC, A&R TRA, on October 1, 2021, the U.S. DepartmentCompany made a payment of Justice (“DOJ”) and other governmental entities. It is our intent$15 million to continuesettle the early termination payment obligations that would otherwise have been owed 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 withMosing Holdings under 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.

Note 18—Severance and Other Charges (Credits), net

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 downturn inMerger. As the industry and its impact on our business outlook, we continuepayment was a condition precedent to take actions to adjust our operations and cost structure to reflect current and expected activity levels. Depending on future market conditions, further actions may be necessary to adjust our operations, which may result in additional charges.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Our severance and other charges (credits), net are summarized below (in thousands):

	Year Ended December 31,
	2019				2018				2017
Severance and other costs	$	9,744			$	4,552			$	2,697
Fixed asset impairments and retirements	32,916				—				6,454
Inventory impairments	4,471				—				51,181
Intangible asset impairments	3,299				—				—
Accounts receivable write-off (recovery)	—				(4,862		)		15,022
	$	50,430			$	(310	)		$	75,354

Severance and other costs: We incurred costs due to a continued effort to adjust our cost base, including reducing our workforce to meeteffect the depressed demand in the industry. At December 31, 2019, our outstanding liability associated with our current programMerger, it was approximately $5.8 million and included severance payments and other employee-related separation costs.

Below is a reconciliation of our employee separation liability balance (in thousands):

	Tubular Running Services				Tubulars				Cementing Equipment				Corporate				Total
Balance at December 31, 2018	$	—			$	—			$	—			$	—			$	—
Additions for costs expensed	3,573				70				2,103				3,998				9,744
Severance and other payments	(1,593		)		(51		)		(471		)		(1,762		)		(3,877		)
Other adjustments	20				—				—				(50		)		(30		)
Balance at December 31, 2019	$	2,000			$	19			$	1,632			$	2,186			$	5,837

Fixed asset impairments and retirements: During the year ended December 31, 2017, 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, as well as abandoned capital projects. Accordingly, management decided to retire this equipment, which resulted in charges of $6.5 million. During the year ended December 31, 2019, we undertook a comprehensive business review in conjunction with a sharp decline in U.S. land activity. Through this review, we identified certain fixed assets, primarily construction in progress, that were not commercially viable given current market conditions. This resulted in an impairment charge of $32.9 million.

Inventory impairments: During the year ended December 31, 2017, we determined the cost of our connector inventory exceeded its net realizable value, which resulted in a charge of $51.2 million. During the year ended December 31, 2019, certain inventories in our Tubular Running Services, Cementing Equipment and Tubulars segments were determined to have costs that exceeded their net realizable values, resulting in a charge of $4.5 million.

Intangible asset impairments: During the year ended December 31, 2019, we identified certain intangible assets that no longer had commercial viability to the Company, resulting in an impairment charge of $3.3 million. Please see Note 1—Basis of Presentation and Significant Accounting Policies in these Notes to Consolidated Financial Statements for additional details.

Accounts receivable write-off (recovery): 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. In 2018, we recovered $4.9 million of previously written off receivables from a customer in Angola.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 19—Supplemental Cash Flow Information

Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):

	Year Ended December 31,
	2019				2018				2017
Cash paid for interest	$	1,005			$	273			$	296
Cash paid (received) for income taxes, net of refunds	13,330				1,848				(20,732		)
Non-cash transactions:
Change in accruals related to purchases of property, plant and equipment and intangibles	$	781			$	5,910			$	5,761
Insurance premium financed by note payable	—				6,798				5,125
Net transfers from inventory to property, plant and equipment	3,190				4,529				4,689

Note 20—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 Company’s CODM in deciding how to allocate resources and assess performance. During 2018, changes to the Company’s organizational structure were internally announced. These changes allow each segment to operate as an “independent” business in order to drive accountability and streamline decision-making, while leveraging the advantages of our global infrastructure. During the first quarter of 2019, the Company’s CODM changed the information he regularly reviews to allocate resources and assess performance and we accordingly realigned our reporting segments into 3 reportable segments: Tubular Running Services (“TRS”) segment, Tubulars segment and Cementing Equipment (“CE”) segment. The TRS segment represents the prior International Services and U.S. Services segments, as well as the costs associated with manufacturing the TRS equipment. Corporate costs that were previously included in the International Servicesdetermination of Merger consideration exchanged. Refer to Note 3 “Business combinations and U.S. Services segments are now included in a separate Corporate component.dispositions” for more details. The Tubulars segment representsA&R TRA also provides for other contingent payments to be made by the prior Tubular Sales segment and the Drilling Tools business which was previously included within the International Services and U.S. Services segments, less costs associated with TRS equipment manufacturing. The CE segment is comprised of the prior Blackhawk segment. In addition, regional support costs that were previously includedCompany to Mosing Holdings in the International Services and U.S. Services segments are now allocated amongstfuture in the event the Company realizes cash tax savings from tax attributes covered under the Original TRA during the ten3 current segments, generally based on revenue or headcount. We have revised our segment reporting to reflect our current management approach and recast prior periods to conform year period following October 1, 2021 in excess of $18.1 million.

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EXPRO GROUP HOLDINGS N.V.

Notes to the current segment presentation.Consolidated Financial Statements

23.Supplemental Cash Flow

		Year Ended December 31,
		2022				2021				2020
Supplemental disclosure of cash flow information:
Cash paid for income taxes net of refunds		$	(33,171	)		$	(20,130	)		$	(21,437	)
Cash paid for interest, net			(3,851	)			(4,192	)			(2,630	)
Change in accounts payable and accrued expenses related to capital expenditures			(14,721	)			(8,191	)			(9,375	)
Fair value of net assets acquired in the Merger, net of cash and cash equivalents and restricted cash			-				552,543				-

The TRS segment provides tubular running services globally. Internationally, the TRS segment operates in the majority of the offshore oil and gas markets and also in several onshore regions with operations in approximately 50 countries on 6 continents. In the U.S., the TRS segment provides services in the active onshore oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, and in the U.S. Gulf of Mexico. Our customers are primarily large exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies.

The Tubulars segment designs, manufactures and distributes connectors and casing attachments for large outside diameter (“OD”) heavy wall pipe. Additionally, the Tubulars segment sells large OD pipe originally manufactured by various pipe mills, as plain end or fully fabricated with proprietary welded or thread-direct connector solutions and provides specialized fabrication and welding services in support of offshore deepwater projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubular assemblies up to 400 feet in length. The Tubulars segment also specializes in the development, manufacture and supply of proprietary drilling tool solutions that focus on improving drilling productivity through eliminating or mitigating traditional drilling operational risks.

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

The CE segment provides specialty equipment to enhance the safety and efficiency of rig operations. It provides specialized equipment, services and products utilized in the construction, completion and abandonment of the wellbore in both onshore and offshore environments. The product portfolio includes casing accessories that serve to improve the installation of casing, centralization and wellbore zonal isolation, as well as enhance cementing operations through advance wiper plug and float equipment technology. Abandonment solutions are primarily used to isolate portions of the wellbore through the setting of barriers downhole to allow for rig evacuation in case of inclement weather, maintenance work on other rig equipment, squeeze cementing, pressure testing within the wellbore, hydraulic fracturing and temporary and permanent abandonments. These offerings improve operational efficiencies and limit non-productive time if unscheduled events are encountered at the wellsite.

Revenue

We disaggregate our revenue from contracts with customers by geography for each of our segments, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Intersegment revenue is immaterial.

The following tables presents our revenue disaggregated by geography, based on the location where our services were provided and products sold (in thousands):

	Year Ended December 31, 2019
	Tubular Running Services				Tubulars				Cementing Equipment				Consolidated
United States	$	147,547			$	63,087			$	82,538			$	293,172
International	252,780				11,600				22,368				286,748
Total Revenue	$	400,327			$	74,687			$	104,906			$	579,920

	Year Ended December 31, 2018
	Tubular Running Services				Tubulars				Cementing Equipment				Consolidated
United States	$	142,262			$	66,017			$	72,316			$	280,595
International	218,783				6,286				16,829				241,898
Total Revenue	$	361,045			$	72,303			$	89,145			$	522,493

	Year Ended December 31, 2017
	Tubular Running Services				Tubulars				Cementing Equipment				Consolidated
United States	$	116,795			$	57,882			$	70,007			$	244,684
International	203,583				5,511				1,017				210,111
Total Revenue	$	320,378			$	63,393			$	71,024			$	454,795

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue by geographic area was as follows (in thousands):

		Year Ended
		December 31,
		2019				2018				2017
United States		$	293,172			$	280,595			$	244,684
Europe/Middle East/Africa		155,278				127,968				132,768
Latin America		72,720				46,553				33,131
Asia Pacific		35,909				35,327				26,109
Other countries		22,841				32,050				18,103
Total Revenue		$	579,920			$	522,493			$	454,795

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. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2019 and 2018. For the year ended December 31, 2017, one customer accounted for 10% of our revenue and all 3 of our segments generated revenue from this customer.

The revenue generated in the Netherlands was immaterial for the years ended December 31, 2019, 2018 and 2017. Other than the United States, no individual country represented more than 10% of our revenue for the years ended December 31, 2019, 2018 and 2017.

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.

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a reconciliation of Segment Adjusted EBITDA to net loss (in thousands):

	Year Ended December 31,
	2019				2018				2017
Segment Adjusted EBITDA:
Tubular Running Services	$	85,601			$	62,515			$	39,586
Tubulars	11,575				11,246				3,602
Cementing Equipment	14,089				8,617				6,421
Corporate (1)	(53,744		)		(49,146		)		(43,894		)
Total	57,521				33,232				5,715
Goodwill impairment	(111,108		)		—				—
Severance and other (charges) credits, net	(50,430		)		310				(75,354		)
Interest income, net	2,265				4,243				2,309
Income tax benefit (expense)	(23,794		)		2,950				(72,918		)
Depreciation and amortization	(92,800		)		(111,292		)		(122,102		)
Gain (loss) on disposal of assets	(1,037		)		1,309				2,045
Foreign currency gain (loss)	(2,233		)		(5,675		)		2,075
TRA related adjustments (2)	220				(1,359		)		122,515
Charges and credits (3)	(13,933		)		(14,451		)		(23,742		)
Net loss	$	(235,329	)		$	(90,733	)		$	(159,457	)

(1)	Includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives.

(2)	Please see Note 12—Related Party Transactions for further discussion.

(3)	Comprised of Equity-based compensation expense (2019: $11,280; 2018: $10,621; 2017: $13,862), Mergers and acquisition expense (2019: NaN; 2018: $58; 2017: $459), Unrealized and realized gains (losses) (2019: $228; 2018: $1,682; 2017: $(2,791)), Investigation-related matters (2019: $3,838; 2018: $5,454; 2017: $6,143) and Other adjustments (2019: $957; 2018: NaN; 2017: $(487)).

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth certain financial information with respect to our reportable segments (in thousands):

	Tubular Running Services				Tubulars				Cementing Equipment				Corporate				Total
Year Ended December 31, 2019
Revenue from external customers	$	400,327			$	74,687			$	104,906			$	—			$	579,920
Operating income (loss)	(3,900		)		7,344				(124,597		)		(91,737		)		(212,890		)
Adjusted EBITDA	85,601				11,575				14,089				(53,744		)		*
Depreciation and amortization	61,036				2,903				16,130				12,731				92,800
Purchases of property, plant and equipment and intangibles	16,086				2,859				16,374				1,623				36,942
Year Ended December 31, 2018
Revenue from external customers	$	361,045			$	72,303			$	89,145			$	—			$	522,493
Operating income (loss)	(16,886		)		7,616				(9,313		)		(74,298		)		(92,881		)
Adjusted EBITDA	62,515				11,246				8,617				(49,146		)		*
Depreciation and amortization	80,009				3,371				16,324				11,588				111,292
Purchases of property, plant and equipment and intangibles	7,824				1,838				7,583				39,226				56,471
Year Ended December 31, 2017
Revenue from external customers	$	320,378			$	63,393			$	71,024			$	—			$	454,795
Operating loss	(72,524		)		(49,902		)		(19,571		)		(72,745		)		(214,742		)
Adjusted EBITDA	39,586				3,602				6,421				(43,894		)		*
Depreciation and amortization	84,219				3,557				22,739				11,587				122,102
Purchases of property, plant and equipment and intangibles	14,437				362				4,885				2,306				21,990

* Non-GAAP financial measure not disclosed.    

The CODM does not review total assets by segment as part of their review of segment results. The following table presents property, plant and equipment (“PP&E”) by segment.

	December 31,
	2019				2018
Long-Lived Assets (PP&E)
Tubular Running Services	$	132,626			$	202,874
Tubulars	15,162				12,921
Cementing Equipment	34,184				27,509
Corporate and shared assets	146,460				173,186
Total	$	328,432			$	416,490

	December 31,
	2019				2018
Long-Lived Assets (PP&E)
United States	$	207,227			$	272,476
International	121,205				144,014
	$	328,432			$	416,490

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 of the U.S. land onshore assets cannot be deployed into offshore markets, based upon certification. Such equipment does have application in certain international land markets. Long-lived assets in the Netherlands were insignificant in each of the years presented.

Note 21—Quarterly Financial Data (Unaudited)

Summarized quarterly financial data for the years ended December 31, 2019 and 2018 is set forth below (in thousands, except per share data).

	First				Second				Third				Fourth
	Quarter				Quarter				Quarter				Quarter				Total
2019
Revenue	$	144,408			$	155,654			$	140,417			$	139,441			$	579,920
Gross profit (1)	19,102				25,062				20,825				16,357				81,346
Operating loss (2)	(20,294		)		(12,514		)		(14,803		)		(165,279		)		(212,890		)
Net loss	(28,287		)		(15,160		)		(23,789		)		(168,093		)		(235,329		)
Loss per common share: (3)
Basic and diluted	$	(0.13	)		$	(0.07	)		$	(0.11	)		$	(0.75	)		$	(1.05	)
2018
Revenue	$	115,569			$	132,085			$	128,986			$	145,853			$	522,493
Gross profit (1)	2,262				13,766				12,594				17,174				45,796
Operating loss	(34,907		)		(23,782		)		(13,591		)		(20,601		)		(92,881		)
Net loss	(42,073		)		(25,763		)		(6,999		)		(15,898		)		(90,733		)
Loss per common share: (3)
Basic and diluted	$	(0.19	)		$	(0.12	)		$	(0.03	)		$	(0.07	)		$	(0.41	)

(1)	Gross profit is defined as total revenue less cost of revenue less depreciation and amortization attributed to cost of revenue.

(2)	Fourth quarter 2019 includes a goodwill impairment charge of $111.1 million, fixed asset impairment charges of $28.8 million, inventory impairments of $4.2 million and intangible asset impairments of $3.3 million. Please see Note 1—Basis of Presentation and Significant Accounting Policies and Note 18—Severance and Other Charges (Credits), net for additional details.

(3)	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.

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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 officerCEO and principal financial officer,CFO, 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 officerCEO and principal financial officer,CFO, 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 officerCEO and principal financial officerCFO have concluded that our disclosure controls and procedures were effective as of  December 31, 20192022, at the reasonable assurance level.

Management’s Report Regarding Internal Control

See Management’s

Management's Report on Internal Control Over Financial ReportingControls 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements in a timely manner. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

Our management with the participation of the chief executive officer (“CEO”) and chief financial officer (“CFO”) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based on the Internal Control—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, 2022. 

Attestation Report of the Registered Public Accounting Firm

See Report of Independent Registered Public Accounting Firm under Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

Attestation Report of the Registered Public Accounting Firm

See Report of Independent Registered Public Accounting Firm under Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

Changes in Control Over Financial Reporting

There

As of December 31, 2022, management has concluded that there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2019,2022 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.

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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, 2019.

2022.

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, 2019.

2022.

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, 2019.

2022.

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, 2019.

2022.

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, 2019.

2022.

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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 Statements and Supplementary Data” of this Form 10-K. For a listing of these statements and accompanying footnotes, see “Index to Consolidated Financial Statements” at page 56.

53.

(a)(2)         Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts

Financial statement schedules are listed on page 108.

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 Statements and Supplementary Data” or notes thereto.

(a)(3)         Exhibits

The following exhibits are filed or furnished with this Report or incorporated by reference:

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of March 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 2.1 to the Current Report on Form 8-K (File No. 001-36053), filed on 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).
*4.1	Description of Registrant’s SecuritiesCommon Stock of the Registrant.
10.1 4.2	CreditRegistration Rights Agreement, dated as of November 5, 2018,March 10, 2021, by and among Frank’s International C.V., Frank’s International, LLC and Blackhawk Group Holdings, LLC (as Borrowers), Frank’s International N.V., Frank’s International GP, LLC, Frank’s International, L.P., Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, LLC (as Guarantors), JPMorgan Chase Bank, N.A. (as Administrative Agent and Issuing Bank), and the lenders from time to timeshareholders party thereto (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).
10.2	First Amendment and Limited Consent and Waiver to the Credit Agreement, dated as of March 8, 2019, by and among Frank’s International Management B.V., acting as sole general partner and on behalf of Frank’s International C.V., Frank’s International, LLC, and Blackhawk Group Holdings, LLC, in each case, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the issuing banks and lenders party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 7, 2019).
10.3	U.S. Pledge and Security Agreement, dated as of November 5, 2018, by and among Frank’s International, LLC, Blackhawk Group Holdings, LLC, Frank’s International GP, LLC, Frank’s International, LP, Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, Trinity Tool Rentals, LLC (as Grantors) and JPMorgan Chase Bank, N.A. (as Administrative Agent) (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).
10.4	Dutch Pledge Agreement, dated as of November 5, 2018, by and among Frank’s International C.V., Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International N.V., and Frank’s International Management B.V. (as Pledgors) and JPMorgan Chase Bank, N.A. (as Pledgee) (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).

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†10.5	Indemnification Agreement dated August 14, 2013, by and among Frank’s International N.V. and Donald Keith Mosing (incorporated by reference to Exhibit 10.94.1 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013)March 11, 2021).
4.3	Amendment No. 1 to Registration Rights Agreement, dated January 18, 2023, by and among the Company and the shareholders party thereto (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).
†10.6	Indemnification Agreement dated August 14, 2013, by and among Frank’s International N.V. and Kirkland D. Mosing (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.7	Indemnification Agreement dated August 14, 2013, by and among Frank’s International N.V. and Steven B. Mosing (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
†10.8	Indemnification Agreement dated November 6, 2013, by and between Frank’s International N.V. and Michael C. Kearney (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
†10.9	Indemnification Agreement dated January 23, 2015, by and between Frank’s International N.V. and William B. Berry (incorporated by reference to Exhibit 10.24.1 to the Current Report on Form 8-K (File No. 001-36053), filed on January 27, 2015)18, 2023).
†10.104.4	Indemnification Agreement dated May 20, 2016, by and between Frank’s International N.V. and Michael E. McMahon (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
†10.11	Indemnification Agreement dated May 20, 2016, by and between Frank’s International N.V. and Alexander Vriesendorp (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
†10.12	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).
†10.13	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).
†10.14	Indemnification Agreement dated February 19, 2018, by and between Frank’s International N.V. and Scott A. McCurdy (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
†10.15	Indemnification Agreement dated May 8, 2018, by and between Frank’s International N.V. and Darren C. Miles (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 8, 2018).
†10.16	Indemnification Agreement dated June 13, 2018, by and between Frank’s International N.V. and Steven Russell (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.17	Indemnification Agreement dated June 18, 2018, by and between Frank’s International N.V. and Nigel Lakey (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.18	Indemnification Agreement dated June 25, 2018, by and between Frank’s International N.V. and John Symington (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.19	Indemnification Agreement dated January 15, 2019, by and between Frank’s International N.V. and Melanie M. Trent (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).
†10.20	Indemnification Agreement dated May 29, 2019, by and between Frank’s International N.V. and Melissa Cougle (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 6, 2019).
†10.21	Separation Agreement and Release, dated as of June 24, 2019 and effective as of July 1, 2019, by and between Kyle McClure and Frank’s International N.V. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 6, 2019).

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†10.22	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).
†10.23	Employment Assignment Letter for Steven Russell dated June 1, 2018 and effective as of June 13, 2018 (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
†10.24	Employment Offer Letter for Nigel Lakey dated May 25, 2018 and effective as of June 18, 2018 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
*†10.25	Employment Offer Letter for Nigel Lakey dated November 7, 2019 and effective as of November 17, 2019.
†10.26	Employment Agreement, dated June 19, 2013, between Blackhawk Specialty Tools, LLC and Scott McCurdy (incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 8, 2018).
*†10.27	Separation Agreement and Release, dated as of November 15, 2019 and effective as of December 31, 2019, by and between Scott McCurdy and Frank’s International N.V.
†10.28	Employment Offer Letter for John Symington dated May 30, 2018 and effective as of June 25, 2018 (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).
†10.29	Employment Offer Letter for Melissa Cougle dated May 20, 2019 and effective as of May 29, 2019 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 6, 2019).
†10.30	Frank’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).
†10.31	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).
†10.32	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).
†10.33	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).
†10.34	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).
†10.35	Fourth Amendment to Frank’s International N.V. Employee Stock Purchase Plan effective as of November 1, 2018 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 6, 2018).
†10.36	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).
†10.37	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).
†10.38	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).
†10.39	Frank’s International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Special Incentives 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).
†10.40	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).

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†10.41	Frank’s International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Performance Based Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 8, 2018).
†10.42	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2018 Time Vested Form) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 6, 2018)
†10.43	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2018 Performance Based Form) (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 6, 2018).
†10.44	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).
†10.45	Frank’s International N.V. Executive Amended and Restated U.S. Executive Change-in-Control Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.52 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).
†10.46	Form of Frank’s International N.V. Executive Change-in-Control 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).
†10.47	Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).
†10.48	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	Tax Receivable Agreement, dated August 14, 2013, by and among Frank’s International N.V., Frank’s International C.V. and Mosing Holdings, Inc. (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).
10.51 4.5	Form of Limited Waiver of Registration RightsAmendment to that certain Registration Rights Agreement, dated as of August 14, 2013, with Mosing Holdings, LLC, FWW B.V.,March 10, 2021, by and among Frank’s International N.V. and the other partiesshareholders party thereto (incorporated by reference to Exhibit 10.434.2 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 10, 2021, among Expro Group Holdings N.V. and certain shareholders party thereto (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
10.3	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).
10.4	Consent Request Letter, dated March 10, 2022, to the Revolving Facility Agreement by and among, inter alios, Expro Group Holdings N.V., as parent, the borrowers and guarantor party thereto, and DNB Bank ASA, London Branch as agent (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 5, 2022).

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*10.5	First Amendment Agreement, dated May 18, 2022, between Expro Holdings UK 2 Limited, as obligors’ agent, and DNB Bank ASA, London Branch, as agent, to the 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.
10.6	Incremental Facility Notice, dated July 21, 2022, to the Revolving Facility Agreement by and among, inter alios, Expro Group Holdings N.V., as parent, the borrowers and guarantor party thereto, and DNB Bank ASA, London Branch as agent (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on August 4, 2022).
†10.7	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).
†10.8	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).

†10.9	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 October 1, 2021).
†10.10	Service Agreement, dated as of September 30, 2021, by and between Expro North Sea Ltd and Alistair George Sinclair Geddes (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.11	Employment Assignment Letter, dated September 20, 2021, with Steven Russell (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.12	Service Agreement, dated as of September 29, 2021, by and between Expro North Sea Ltd and John McAlister (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.13	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.14	Form of Director Confidentiality Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on August 4, 2022).
†10.15	Expro Group Holdings N.V. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.16	Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.17	Expro Group Holdings International Limited 2018 Management Incentive Plan, as amended (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).
†10.18	Form of Notice of Stock Option Award and Stock Option Award Agreement under the Expro Group Holdings International Limited 2018 Management Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).
†10.19	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2020 Performance Based Form) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.20	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Performance Based Form) (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.21	Amendment to Frank’s International N.V. Employee Restricted Stock Unit (RSU) Agreement (2013 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on May 4, 2021).
†10.22	Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated, Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.23	Expro Group Holdings N.V. Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Time Based Form) (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.24	Expro Group Holdings N.V. Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Performance Based Form) (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.25	Form of Inducement Award Restricted Stock Unit Agreement (Time-Based) (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).
†10.26	Form of Inducement Award Restricted Stock Unit Agreement (Performance-Based) (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).

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†10.27	Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration on Form S-8 (File No. 333-266018), filed on July 5, 2022).
†10.28	Expro Group Holdings N.V. 2022 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Executive Director Form) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on November 3, 2022).
†10.29	Frank’s International N.V. Executive Amended and Restated U.S. Executive Change-in-Control Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.52 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 24, 2017)25, 2019).
10.52 †10.30	Registration Rights Agreement, dated as of November 1, 2016, amongFirst Amendment to the Frank’s International N.V., the Bain Capital Investors Amended and certain other investors named thereinRestated U.S. Executive Change-in-Control Severance Plan (incorporated by reference to Exhibit 10.110.5 to the Registration StatementQuarterly Report on Form S-310-Q (File No. 333-214509)001-36053), filed on November 8, 2016)May 4, 2021).
10.53 †10.31	Global Transaction Agreement, dated July 22, 2013, by and amongAmendment One to the Frank’s International N.V. Amended and Mosing Holdings, Inc.Restated U.S. Executive Change-in-Control Severance Plan, dated October 1, 2021 (incorporated by reference to Exhibit 10.1110.30 to the Registration StatementAnnual Report on Form S-1/A10-K (File No. 333-188536)001-36053), filed on July 24, 2013)March 8, 2022).
10.54 †10.32	Form of Frank’s International N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan Participation Agreement including Confidentiality and Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).

†10.33	Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K (Filed No. 001-36053), filed on February 25, 2019).
†10.34	Amendment One to the Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated October 1, 2021 (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.35	Form of Expro Group Holdings N.V. U.S. Executive Retention and Severance Plan Participation Agreement including Confidentiality and Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.36	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).
10.37	Amendment No. 10 to the Limited Partnership Agreement of Frank’s International C.V., effective as of December 1, 2017 (incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
†10.55 *21.1	Frank’s International N.V. Recoupment Policy effective as of October 30, 2018 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 6, 2018).
*21.1	List of Subsidiaries of Frank’s InternationalExpro Group Holdings N.V.
*23.1	Consent of KPMG LLP.Deloitte & Touche LLP
*23.231.1	Consent of PricewaterhouseCoopers LLP.
*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)13a-14 (a) under the Securities Exchange Act of 1934.

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*31.2
*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.
*101.1	The following materials from Frank’s International N.V.’sExpro’s Annual Report on Form 10-K for the yearperiod ended December 31, 20192022 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.
*104.1104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

†	Represents management contract or compensatory plan or arrangement.

*	Filed herewith.

**	Furnished herewith.

†     Represents management contract or compensatory plan or arrangement.

*     Filed herewith.

**   Furnished herewith.

Item 16. Form 10-K Summary

None.

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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, 2019
Allowance for doubtful accounts	$	3,925			$	2,047			$	(843	)		$	—			$	5,129
Allowance for excess and obsolete inventory	22,624				1,677				(5,839		)		310				18,772
Allowance for deferred tax assets	84,972				45,038				—				—				130,010
Year Ended December 31, 2018
Allowance for doubtful accounts	$	4,777			$	348			$	(1,200	)		$	—			$	3,925
Allowance for excess and obsolete inventory	21,584				1,800				(760		)		—				22,624
Allowance for deferred tax assets	60,524				24,448				—				—				84,972
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				56,207				(1,125		)		—				60,524

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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 Expro Group Holdings N.V.
				(Registrant)
Date:	February 25, 202023, 2023		By:	/s/ Melissa CougleQuinn P. Fanning
				Melissa Cougle 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 25, 2020.

23, 2023.

Signature		Title
/s/ Michael C. KearneyJardon		Chairman, President and Chief Executive Officer and Director
Michael C. KearneyJardon		(Principal Executive Officer)
/s/ Melissa CougleQuinn P. Fanning		Senior Vice President and Chief Financial Officer
Melissa Cougle Quinn P. Fanning		(Principal Financial and Accounting Officer)
/s/ William B. BerryMichael Bentham		Supervisory Lead DirectorPrincipal Accounting Officer
William B. Berry Michael Bentham
/s/ Michael C. Kearney		Chairman of the Board
Michael C. Kearney
/s/ Eitan Arbeter		Director
Eitan Arbeter
/s/ Robert W. Drummond		Director
Robert W. Drummond
/s/ Erich L. Mosing		Director
Erich L. 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/ Melanie M. Trent		Supervisory Director
Melanie M. Trent
/s/ Alexander Vriesendorp		Supervisory Director
Alexander Vriesendorp

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