The markets for our services and products are characterized by continual technological developments. While we believe that the proprietary equipment we have developed provides us with technological advancesadvantages in providing services to our customers, substantial improvements in the scope and quality of the equipment in the market we operate may occur over a short period of time. In addition, alternative products and services may be developed which may compete with or displace our products and services. If we are not able to develop commercially competitive products in a timely manner in response, our ability to service our customers’ demands may be adversely affected. Our future ability to develop new equipment in order to support our servicesoperations depends on our ability to design and produce equipment that allow us to meet the needs of our customers and third parties on an integrated basis and obtain and maintain patent protection.

We may encounter resource constraints, technical barriers, or other difficulties that would delay introduction of new services and products in the future. Our competitors may introduce new products or obtain patents before we do and achieve a competitive advantage. Additionally, the time and expense invested in product development may not result in commercial applications.

We currently hold multiple U.S. and international patents and have multiple pending patent applications for products and processes. Patent rights give the owner of a patent the right to exclude third parties from making, using, selling, and offering for sale the inventions claimed in the patents in the applicable country. Patent rights do not necessarily grant the owner of a patent the right to practice the invention claimed in a patent, but merely the right to exclude others from practicing the invention claimed in the patent. It may also be possible for a third party to design around our patents. Furthermore, patent rights have strict territorial limits. Some of our work will be conducted in international waters and would, therefore, not fall within the scope of any country’s patent jurisdiction. We may not be able to enforce our patents against infringement occurring in international waters and other “non-covered” territories. Also, we do not have patents in every jurisdiction in which we conduct business and our patent portfolio will not protect all aspects of our business and may relate to obsolete or unusual methods, which would not prevent third parties from entering the same market.

We attempt to limit access to and distribution of our technology and trade secrets by customarily entering into confidentiality agreements with our employees, customers and potential customers and suppliers. However, our rights in our confidential information, trade secrets, and confidential know-how will not prevent third parties from independently developing similar information. Publicly available information (for example, information in expired issued patents, published patent applications, and scientific literature) can also be used by third parties to independently develop technology. We cannot provide assurance that this independently developed technology will not be equivalent or superior to our proprietary technology.

In addition, we may become involved in legal proceedings from time to time to protect and enforce our intellectual property rights. Third parties from time to time may initiate litigation against us by asserting that the conduct of our business infringes, misappropriates or otherwise violates intellectual property rights. We may not prevail in any such legal proceedings related to such claims, and our products and services may be found to infringe, impair, misappropriate, dilute or otherwise violate the intellectual property rights of others. Any legal proceeding concerning intellectual property could be protracted and costly and is inherently unpredictable and could have a material adverse effect on our business, regardless of its outcome. Further, our intellectual property rights may not have the value that management believes them to have and such value may change over time as we and others develop new product designs and improvements.

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

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

Our indemnification arrangements may not protect us in every case. For example, from time to time (i) we may enter into contracts with less favorable indemnities or perform work without a contract that protects us, (ii) our indemnity arrangements may be held unenforceable in some courts and jurisdictions or (iii) we may be subject to other claims brought by third parties or government agencies. Furthermore, the parties from which we seek indemnity may not be solvent, may become bankrupt, may lack resources or insurance to honor their indemnities, or

Seasonal and weather conditions, as well as natural disasters, could directly impact our business by reducingadversely affect demand for our products and services and could have a material adverse effect on our business. Our customers are subject to risks which, in turn, could impact our business, including recent volatile oilproducts and gas prices caused by COVID-19 and the potential for increased oil production from Russia and Saudi Arabia, difficulty accessing capital on economically advantageous terms and adverse developments in their own business or operations. With respect to national oil company customers, we are also subject to risk of policy, regime and budgetary changes.

We depend greatly on our ability to hire and retainthe efforts of our executive officers and other key personnel who possess extensive expertise, talent and leadership and are criticalemployees to manage our success.operations. The diminutionloss or lossunavailability of the servicesany of these individuals,our executive officers or other integral key personnel affiliated with entities that we acquire in the future,employees could have a material adverse effect on our business. The public health concerns posed by COVID-19 could pose a risk to our employees and may render our employees

If we are unable to work or travel. The full extent to which COVID-19 may impact our employees, and subsequentlyadapt our business cannot be predicted at this time. We continue to monitor the situation, have actively implemented policies and practices to address the situation, and may adjust our current policies and practices as more information and guidance become available. Furthermore, we may not be able to enforce alleffects of the provisionsenergy transition in agreementsa timely and effective manner, our financial condition and results of operations could be negatively impacted.

The transition of the global energy sector from primarily a fossil fuel-based system to renewable energy sources could affect our customers’ levels of expenditures. Our business will need to adapt to changing customer preferences and government requirements. If the energy transition occurs faster than anticipated or in a manner we have entered into with certain of our executive officers, and such agreements maydo 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.

Risks Relating to meet. the Merger

The failure to meetintegrate successfully the local content requirementsbusinesses of Frank’s and Legacy Expro could adversely affect the Company’s future results.

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

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

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

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

Entities affiliated with Oak Hill Advisors, L.P. and members of the Mosing family and entities they control could have significant influence over the outcome of matters requiring a shareholder vote, including the election of directors, the adoption of any amendment to the articles of association of the Company and the approval of mergers and other significant corporate transactions. Their influence over the Company may have the effect of delaying or preventing a change of control or may adversely impact our operations in those countries.affect the voting and other rights of other shareholders. In addition, our abilityentities affiliated with Oak Hill Advisors, L.P. have the right to work with state-owned oil companies is subjectdesignate two nominees for election to our abilitythe combined company’s nine member board of directors and members of the Mosing family have the right to negotiate and agree upon acceptable contract terms.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Those countries that rely heavily upon income from hydrocarbon exports would be hit particularly hard by a drop in oil prices such as the drop that has occurred this year. The impact of the most recent downturn on our customers and their ability to continue operations and pay for our services is uncertain. 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.

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.accounting policies and estimates—Goodwill and identified intangible assets.”

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

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Legislation, rules, executive actions or regulatory initiatives restricting the use of hydraulic fracturing could reduce demand for our services and products.

While we do not perform hydraulic fracturing, many of our oil and gas exploration and production 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

We are required 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. Moreover,comply with President Biden taking office in January 2021, there also exists the potential for new or amended laws, rules, executive actions and regulatory initiatives that could impose more stringent restrictions on hydraulic fracturing, including potential restrictions on hydraulic fracturing by banning new oil and gas permitting on federal lands. See Part I, Item 1. “Business – Environmental and Occupational Health and Safety Regulation” for more discussion on these hydraulic fracturing matters. The occurrence of any one or more of these developments with respect to hydraulic fracturing in areas where our customers operate 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, which could result in a material adverse effect on our business, financial condition, and results of operations.

Our operations in countries outside of the United States are subject to a number of U.S. federalcomplex laws and regulations,pertaining to business conduct, including restrictions imposed by the U.S. Foreign Corrupt Practices Act as well as trade sanctions administeredand similar legislation enacted by Governments outside the Office of Foreign Assets Control and the Commerce Department.

U.S.

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

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

Compliance with U.S. laws and regulations on trade sanctions and embargoes including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control also poses a risk to us. We cannot provide products or services to or in certain countries subject to U.S. or other international trade sanctions or to certain individuals

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and entities subject to sanctions. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Any failure to comply with applicable trade-related laws and regulations, even if prohibited by our policies, could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments and loss of import and export privileges. It is our policy to implement procedures concerning compliance with applicable trade sanctions, export controls, and other trade-related laws and regulations. However, despite those safeguards and any future improvements to them, our employees, contractors, and agents may engage in conduct for which we might be held responsible, regardless of whether such conduct occurs within or outside the United States. We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures.

We are subject to extensive government laws and regulations concerning our employees, and the cost of compliance with such laws and regulations can be material.

Regulations related to wages and other compensation affect our business. Any appreciable increase in applicable employment laws and regulations, including the statutory minimum wage, exemption levels, or overtime regulations, could result in an increase in labor costs. Such cost increases, or the penalties for failing to comply with such statutory minimums, could adversely affect our business, financial condition, results of operations and cash available for distribution to our shareholders. In addition, we are directly and indirectly affected by new tax legislation and regulation and the interpretation of tax laws and regulations. Any changes in employment, benefit plan, tax or labor laws or regulations or new regulations proposed from time to time, could have a material adverse effect on our employment practices, our business, financial condition, results of operations and cash available for distribution to our shareholders.

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

We are subject to regulations related to privacy, data protection and information security in the jurisdictions in which we do business. As privacy, data protection and information security laws are interpreted and applied, compliance costs may increase, particularly in the context of ensuring that adequate data protection and data transfer mechanisms are in place.

In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of privacy, data protection and information security in the U.S. and in various countries in which we operate. In addition, legislators and/or regulators in the U.S., the European UnionEU and other jurisdictions in which we operate are increasingly adopting or revising privacy, data protection and information security laws that could create compliance uncertainty and could increase our costs or require us to change our business practices in a manner adverse to our business. Compliance with current or future privacy, data protection and information security laws could significantly impact our current and planned privacy, data protection and information security related practices, our collection, use, sharing, retention and safeguarding of employee information and information regarding others with whom we do business. Our failure to comply with privacy, data protection and information security laws could result in fines, sanctions or other penalties, which could materially and adversely affect our results of operations and overall business, as well as have an impact on our reputation. For example, the EU’s General Data Protection Regulations (EU) 2016/679 (the “GDPR”), as supplemented by any national laws (such as in the U.K., the Data Protection Act 2018) and further implemented through binding guidance from the European Data Protection Board, came into effect on May 25, 2018. The GDPR expanded the scope of the EU data protection law to all foreign companies processing personal data of European Economic Area individuals and imposed a stricter data protection compliance regime, including the introduction of administrative fines for non-compliance, up to 4% of global total annual worldwide turnover or €20 million (whichever is higher), depending on the type and severity of the breach, as well as the right to compensation for financial or non-financial damages claimed by any individuals under Article 82 GDPR and theGDPR. Our business may also face reputational damages that our business may be facing as a result of any personal data breach or violation of the GDPR.

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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 meansTable 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.

The Mosing family holds a significant minority of the total voting power of the Company’s common stock and, accordingly, could have substantial control over selection of certain board positions.

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 47% of the total voting power of the Company’s common stock (the “FINV Stock”) 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 all of the shares of Series A convertible preferred stock in FINV (the “Preferred Stock”) into shares of

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our common stock (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, if any. Payments we make under the TRA will be increased by any interest accrued from the due date (without extensions) specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in FINV.

The payment obligations under the TRA are FINV’s 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 by 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. 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, which we may do in our sole discretion (or if 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 the tax attributes subject to the TRA), 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, 2020, the estimated termination payment would be approximately $68.0 million (calculated using a discount rate of 4.45%). 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

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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.

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 17, 2021, we had 226,578,254 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 47% 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,Board and subject to certain limitations under Dutch law and our financing agreements, and there can be no assurance that we will pay dividends.

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

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

jurisdictions.

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

For example, resolutions of the general meeting of shareholders may be taken with majorities different from the majorities required for adoption of equivalent resolutions in, for example, Delaware corporations. Although shareholders will have the right to approve legal mergers or demergers, Dutch law does not grant appraisal rights to

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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.

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

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

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

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

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

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

•

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

•

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

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

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

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

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

Without prejudice to the above, in order to obtain enforcement of a judgment rendered by a United States court in the Netherlands, a claim against the relevant party on the basis of such judgment should be brought before the competent court of the Netherlands. During the proceedings such court will assess, when requested, whether a foreign judgment meets the above conditions. In the affirmative, the court may order that substantive examination of the matter shall be dispensed with. In such case, the court will confine itself to an order reiterating the foreign judgment against the party against whom it had been obtained. Otherwise, a new substantive examination will take place.

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

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

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

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

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

•

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 States under U.S. securities laws, this provision could make judgments obtained outside of the Netherlands more difficult to have recognized and enforced against our assets in the Netherlands or jurisdictions that would apply Dutch law. Insofar as a release is deemed to represent a condition, stipulation or provision binding any person acquiring our ordinary shares to waive compliance with any provision of the Securities Act or of the rules and regulations of the SEC, such release will be void.

Actions of activist shareholders could cause us to incur substantial costs, divert management's attention and resources, and have an adverse effect on our business.

While we always welcome constructive input from our shareholders and regularly engage in dialogue with our shareholders to that end, activist shareholders may from time to time engage in proxy solicitations, advance shareholder proposals or otherwise attempt to impose changes or acquire control over us. If activist shareholder activities occur, our business could be adversely affected because responding 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.

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Risks Related to Tax Matters

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

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

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.

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

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

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

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

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

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

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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 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”“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. affiliates to utilize U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions if the shareholders of the acquired U.S. corporation hold at least 60% (by vote or value) but less than 80% of the shares of the foreign acquiring corporation by reason of holding shares in the U.S. corporation, and certain other conditions are met.

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

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

In order to design, manufacture and service the proprietary 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 over 100 locations in approximately 4060 countries.

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The following table details our material facilities by segment, owned or leased by us as of December 31, 2020.

2021.

Leased or

Location

Leased or Owned

Principal/Most Significant Use

All Segments

Houston, Texas

Leased

Corporate office

Lafayette, Louisiana 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

NLA

Georgetown, Guyana

Leased

Regional operations

Macaé, Brazil

Owned

Regional operations and administration

Neuquen, Argentina

Leased

Regional operations

New Iberia, Louisiana

Leased

Regional operations

Villahermosa, Mexico

Leased

Regional operations

ESSA

Den Helder, the Netherlands

OwnedOwned/Leased

Regional operations and administration

Stavanger, Norway

Leased

Regional operations

TRS and Tubulars Segments

New Iberia, Louisiana MENA

Leased

Regional operations

Al Khobar, Saudi Arabia

Leased

Regional operations

TRS Segment

Aberdeen, Scotland

Owned

Regional operations, engineering and administration

Dubai, United Arab Emirates

Owned/Leased

Regional operations and administration

Hassi Messaoud, Algeria

Leased

Regional operations

APAC

Kuala Lumpur, Malaysia

Leased

Regional operations and administration

Macaé, Brazil Labuan, Malaysia

Owned Leased

Regional operations and administration

Perth, Australia

Leased

Cementing Equipment Segment

Houma, Louisiana

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 service equipment. The main administrative building within the facility is approximately 172,636 square feet. We believe the facilities that we currently occupy are suitable for their intended use.

Item 3. Legal Proceedings

Information related to Item 3. Legal Proceedings is included in Note 16—18 “Commitments and Contingenciescontingencies” to the consolidated financial 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”. On September 30, 2021, Frank’s supervisory board of directors unanimously approved a 1-for-6 reverse stock split of the Company Common Stock, which was effected on October 1, 2021. All of the outstanding Company Common Stock share numbers, nominal value, share prices and per share amounts in this Form 10-K have been retroactively adjusted to reflect a 1-for-6 reverse stock split for all periods presented. Prior to the Merger, our common stock traded on the NYSE under the symbol “FI”.

On February 17, 2021,28, 2022, we had 226,578,254109,377,501 shares of common stock outstanding. The common shares outstanding at February 17, 2021,28, 2022, were held by approximately 2821 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, 2020,2021, that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Issuer Purchases of Equity Securities

Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately $38,502,322$38.5 million remained authorized for repurchasesrepurchase as of December 31, 2020;2021; subject to the limitation set in our shareholder authorization for repurchases of our common stock, which is currently 10% of the common stock outstanding as of April 30, 2020.August 3, 2021. From the inception of this program in February 2020 through December 31, 2020,to date, we repurchased 570,04495,007 shares of our common stock for a total cost of approximately $1.5 million. This program was suspended during the second quarterAs of 2020 due to the impacts of COVID-19 and commodity price declines and will be revisited when market conditions stabilize sufficiently to provide greater clarity to anticipated business results.

October 1, 2021, share buybacks are restricted under our Revolving Credit Facility, our main financing agreement.

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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”).

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 and OSXour peer group for the period from December 31, 20152016 through December 31, 2020.2021. The graph assumes that the value of the investment in our common stock was $100 at December 31, 20152016 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2020.2021. The shareholder return set forth herein is not necessarily indicative of future performance.

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

*$100 invested on 12/31/2015,2016, 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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Item 6. Selected Financial Data

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•

our business strategy and prospects for growth;

•

post-Merger integration;

•

our cash flows and liquidity;

•

our financial strategy, budget, projections and operating results;

•

the amount, nature and timing of capital expenditures;

•

the availability and terms of capital;

•

the exploration, development and production activities of our customers;

•

the market for our existing and future products and services;

•

competition and government regulations; and

•

general economic conditions.

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

•

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

•

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

•

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

•

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

•

unique risks associated with our offshore operations;

•

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

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•

our ability to develop new technologies and products;

•

our ability to protect our intellectual property rights;

•

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

•

operational safety laws and regulations;

•

international trade laws and sanctions;

•

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

•

policy or regulatory changes;

•

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

•

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

•

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

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

These and other important factors that could affect our Consolidated Financial Statementsoperating results and should be readperformance are described in conjunction with(i) Part I, Item 1A “Risk Factors” and in Part II, Item 7 “Management’s 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.

			Year Ended December 31,
			2020						2019						2018						2017						2016
			(in thousands, except per share amounts)
Financial Statement Data: (1)
Revenue			$	390,358					$	579,920					$	522,493					$	454,795					$	487,531
Net loss			(156,220)						(235,329)						(90,733)						(159,457)						(156,079)
Total assets			816,901						994,165						1,193,929						1,261,769						1,588,061
Total equity			661,249						810,294						1,034,772						1,115,901						1,311,319
Earnings Per Share Information:
Basic and diluted loss per common share			$	(0.69)					$	(1.05)					$	(0.41)					$	(0.72)					$	(0.77)
Weighted average common shares outstanding:
Basic and diluted			226,042						225,159						223,999						222,940						176,584
Cash dividends per common share			$	—					$	—					$	—					$	0.225					$	0.45
Other Data:
Adjusted EBITDA (2)			$	8,996					$	57,521					$	33,232					$	5,715					$	25,031

(1)    During 2019, the Company adopted new accounting guidance regarding leases. Prior year amounts reflectedforward-looking statements. All such forward-looking statements in the table above have not been adjusted and continue to be reflectedForm 10-K are expressly qualified in accordance with historical accounting guidance.

(2)    Adjusted EBITDA is a supplemental non-GAAP financial measure that is usedtheir entirety by management and external usersthe cautionary statements in this section.

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Table 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, Contents

Item 7, “Management’s7. 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’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 2020

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 2019 itemsreferences to “Expro,” the “Company,”“we,”“our,” and year-to-year comparisons between 2020 and 2019. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 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“us” refer to Expro Group Holdings N.V., following the consummation of the Annual Report on Form 10-K forMerger and unless the year ended December 31, 2019.

context otherwise required, Frank’s prior to the consummation of the Merger.

Overview of Business

    We

Working for clients across the entire well life cycle, we are a globalleading provider of highly engineered tubularenergy services, tubular fabricationoffering cost-effective, innovative solutions and specialtywhat we consider to be best-in-class safety and service quality. The Company’s extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention solutionsand integrity solutions.

With roots dating to the oil1938, we have approximately 7,200 employees and gas 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 and onshore environments with a focus on complex and technically demanding wells.

We conduct our business through three operating segments:

•Tubular Running Services. 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 4060 countries on six continents. Inwith over 100 locations.

Our broad portfolio of products and services are designed to enhance production and improve recovery across the U.S.well lifecycle from exploration through abandonment, including:

Well Construction

•

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

Well Management

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

•

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

•

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

•

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

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We operate a global business and have a diverse and stable customer base that is comprised of national oil companies (“NOC”), the TRS segment provides services in the active onshoreinternational oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, as well as in the U.S. Gulf of Mexico. Our customers in these markets are primarily largecompanies (“IOC”), independent exploration and production companies including international oil(“Independents”) 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 OD heavy wall pipe. Additionally, the Tubulars segment sells large OD pipe originally manufactured by various pipe mills, as plain end or fully fabricatedpartners. We have strong relationships 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.

•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, completion and abandonmenta number of the wellbore in both onshoreworld’s largest NOCs and offshore environments. The product portfolio includes casing accessories that serveIOCs, some of which have been our customers for decades. We are dedicated to improvesafely and sustainably delivering maximum value to our customers.

We organize and manage our operations on a geographical basis. Our reporting structure and the installation of casing, centralizationkey financial information used by our management team is organized around our four operating segments: (i) NLA, (ii) ESSA, (iii) MENA 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.

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(iv) APAC.

How We Generate Our Revenue

    The majority of our services

Our revenue is derived primarily from providing tubular services which involves the handling and installation of multiple joints of pipe to establish a cased wellbore and the installation of smaller diameter pipe inside a cased wellbore. We also generate services revenue from our drilling tool offerings, as well as from in well construction, well flow management, subsea well access and well intervention services.

    In contrast,and integrity services 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 costs of mobilization of people and equipment and customer specific engineering costs associated with a project. We also procure products revenue is derived from salesand services on behalf of certain products, including large OD pipe connectors and large OD pipe manufacturedour customers that are provided by third parties directly to external customers, as well as from our well construction and well intervention product offerings.

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

Market Conditions and Price of Oil and Gas

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

•

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

•

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

•

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

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•

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

•

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

•

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

A major factor that affects our business activity is the price of oil and, to a lesser extent, the customers’ job sites.

Outlook

regional price of natural gas, which are both driven by market supply and demand. Changes in oil and gas prices impact our customers' spending on exploration and appraisal, development, production and abandonment activities. The fullextent of the impact of the COVID-19 outbreaka change in oil and gas prices on these activities varies extensively between geographic regions, types of customers, types of activities and the resulting reductionfinancial returns of individual projects. In response to this uncertain industry outlook, we continue to evaluate additional cost saving opportunities in oil sector activityorder to reduce service delivery costs, increase productivity and improve profitability; however, our commitment to safety, service quality and innovation remains steadfast.

Outlook

Demand continues to evolve daily. However,improve with ongoing mass vaccination programs beginningstabilizing Brent oil prices, and activity in 2022 is forecast to be deployed, wehigher than in 2021, with oil demand forecast to return to or exceed pre-pandemic levels before year end.

As discussed above, the EIA estimates that global liquid fuels consumption will grow to 100.5 million b/d in 2022, up from 96.9 million b/d in 2021 (which would surpass 2019 levels), rising to 102.3 million b/d in 2023. Counterbalancing consumption growth, the EIA expect continuing production increases from OPEC (2.5 million b/d) and an acceleration in U.S. crude oil production in 2022 (rising from 11.2 million b/d in 2021 to 11.8 million b/d in 2022 and 12.4 million b/d in 2023, the market to respond positively throughout 2021. As COVID-19 responses have normalized and the OPEC and Russiahighest annual average U.S. crude oil production cut agreements have remained in place, demandon record) that along with other supply increases, is expected to continueoutpace global oil consumption growth and contribute to draw down stockpilesdeclining oil prices in the mid-term. As a result, the EIA forecasts Brent crude oil spot prices to average $75 per barrel in 2022 and $68 per barrel in 2023 compared to an average $71 per barrel in 2021.

In addition to the stabilized oil market outlook, global natural gas demand is continuing its recovery due to a combination of supply. While it is uncertain howrising economic activity, lower inventory in storage, recent extreme weather events and a predicted long depressed energywinter in Europe. The EIA expects Henry Hub spot prices will average $3.82/Metric Million British Thermal Unit (“MMBtu”) in the first quarter of 2022 and average $3.79/MMBtu for all of 2022 and $3.63/MMBtu in 2023 as U.S. dry gas production recovers. Rystad forecasts the European and Asian liquefied natural gas spot price to average $16.70 and $18.60 in 2022, respectively, maintaining the higher rates achieved in 2021 with slight downward pricing pressure in 2023 as liquefied natural gas production ramps up.

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The outlook for 2022 indicates a continuing modest recovery in exploration and production expenditures, albeit at different rates in individual countries depending on a range of factors, including increasing crude production offset by a slower rate of demand will last, we anticipate internationalgrowth with slower jet fuel recovery and U.S. offshoreuncertainty regarding COVID-19 and the impact of any new variants or a resurgence over the winter period.

We expect demand for our productsservices and servicessolutions to moderately increasetrend positively throughout 2022. The following provides an outlook for 2022 by our reporting segments based on data from current levels as more customer projects come back online in 2021. ExplorationSpears and development spending continues to shift toward offshore and internationally focused projects, while U.S. landAssociates, Inc.

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

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

MENA: In the Middle East and North Africa, drilling activity is expectedprojected to improverise by 10% in 2022, to an average of 271 active rigs, as delayed projects resumeIraq plans to increase their production capacity and new projects commence throughout 2021.

As COVID-19 hasSaudi Arabia responds to increased challenges relating to personnel logistics, our customer base has accelerated to our efficiency-based integrated technology that remove personnel from the rig site. With this, we continue todemand for its oil. The increased focus on deploying this differentiated technology across all markets with a focus on improving market share, asset utilization,infield development and profitability.

For our Tubular Running Services segment, we expect the international offshore markets to see moderate growth in line with market trends, U.S. offshore to remain stable,production optimization and U.S. onshore operations to rebound slightly from 2020 as demand for oil improves. This business is typically associated with higher marginenhancement projects and will continue to be a vehicle to pull through additional product lines and revenue sources. Competitive pricing is likely to persist that could serve to limit our growth; however, we expect to maintain market share gains from previous years. Our client baseproduction rates continues, with future expansion of carbon capture and storage projects, for example in the UAE, also adding to expand asa growing future activity outlook.

APAC: In Asia Pacific, drilling contractors and integrated service providers look for differentiated technology and efficiency-based solutions.

The Tubulars segmentactivity is primarilyprojected to increase by 12%, to 179 active rigs, including an increase offshore following weaker activity in 2021, especially in India where future deepwater exploration is now forecast to increase driven by the specialized needs of our customers and the timing of projects, specifically in North America. We also expectgovernment’s ambition to benefit from increased sales in select international markets. We expect our drilling tools service line to grow as we invest further inreduce dependence on oil imports. Activity is driven by both new technology and continue to gain share in key markets. Similarly, our tubulars product line is anticipated to benefit from greater demand during 2021 than that which was seen during 2020 as offshore activity increases.

The Cementing Equipment segment is expected to see incremental improvement year-over-year in offshore markets. U.S. onshore products and services are anticipated to remain relatively flat relative to market trends. As in 2020, the growth of Cementing Equipment into international markets is expected to again see year-over-year growth as equipment is deployed. The U.S. offshore market is expected to see an increase from market share gains.

Overall, management anticipates that the industry and economic impact of COVID-19 and OPEC’s actions to continue to impact our operations in 2021, the degree to which remains uncertain. 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

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Tubulars segments. We will also place a strong focus on operational efficiency gains and prioritizing projects that improve market share and profitability. As we move through this challenging market, we are continuing to see the results of our profitability improvement project which has increased efficiencies and reduced costs. We will continue to monitor the market to ensure we are right sized to execute customer projects and maximize profitability. We remainexpansion of existing developments through production optimization in a strong position financially with a significant cash balance relative to our debt.

Australia, Malaysia, Indonesia and Thailand. Indonesia and Malaysia are also progressing plans for carbon capture and storage projects.

How We Evaluate Our Operations

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

Revenue

Cash Conversion.

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

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

Adjusted Cash Flow from Operations: We regularly evaluate our operating cash flow performance using Adjusted Cash Flow from Operations. Our management believes Adjusted Cash Flow from Operations is a useful tool to measure the operating cash performance of the Company as it excludes exceptional payments, interest payments and non-cash charges not related to our core operating activities and allows more meaningful analysis of the trends and performance of our core operations.

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

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

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Executive Overview

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

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

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

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

•

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

•

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

•

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

•

In connection with the Merger, we entered into a new revolving credit facility (“New Facility”) with an aggregate commitment of $200.0 million with up to $130.0 million available for drawdowns as loans and up to $70.0 million for bonds and guarantees. The New Facility has substantially the same conditions as Legacy Expro’s revolving credit facility and matures in October 2024. Please refer to the section titled “Liquidity and Capital Resources” for further discussion on our debt facilities.

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

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

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

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

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

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

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

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Non-GAAPFinancial Measures

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

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

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

other charges outside the normal course of business.

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

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Table of financial performance presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”).Contents

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,
			2020						2019						2018
Net loss			$	(156,220)					$	(235,329)					$	(90,733)
Goodwill impairment			57,146						111,108						—
Severance and other charges (credits), net			33,023						50,430						(310)
Interest income, net			(712)						(2,265)						(4,243)
Depreciation and amortization			70,169						92,800						111,292
Income tax expense (benefit)			(4,081)						23,794						(2,950)
(Gain) loss on disposal of assets			(1,424)						1,037						(1,309)
Foreign currency loss			211						2,233						5,675
TRA related adjustments			—						(220)						1,359
Charges and credits (1)			10,884						13,933						14,451
Adjusted EBITDA			$	8,996					$	57,521					$	33,232
Adjusted EBITDA margin			2.3		%				9.9		%				6.4		%

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

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

(2)				Other income, net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business.
(3)	Non-cash, stock-based compensation expense of $54.2 million includes $42.1 million associated with Legacy Expro stock options and restricted stock units recognized as a result of the completion of the Merger. Please see Note 20 “Stock-based compensation”in the Notes to the Consolidated Financial Statements for additional information.

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(1)    Comprised of Equity-based compensation expense (2020: $11,010; 2019: $11,280; 2018: $10,621), Mergers and acquisition expense (2020: none; 2019: none; 2018: $58), Unrealized and realized gains (2020: $1,378; 2019: $228; 2018: $1,682), Investigation-related matters (2020: $1,868; 2019: $3,838; 2018: $5,454) and Other adjustments (2020: $616; 2019: $957; 2018: none).

Safety Performance

    Safety is one of our primary core values. See Item 1—Business under the heading “Safety” included in this Form 10-K for additional discussion.

Results of Operations

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

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

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			Year Ended December 31,
			2020						2019						2018
Revenue:
Services			$	328,457					$	473,538					$	416,781
Products			61,901						106,382						105,712
Total revenue			390,358						579,920						522,493
Operating expenses:
Cost of revenue, exclusive of depreciation and amortization
Services			264,680						338,325						302,880
Products			47,399						78,666						76,183
General and administrative expenses			82,257						120,444						126,638
Depreciation and amortization			70,169						92,800						111,292
Goodwill impairment			57,146						111,108						—
Severance and other charges (credits), net			33,023						50,430						(310)
(Gain) loss on disposal of assets			(1,424)						1,037						(1,309)
Operating loss			(162,892)						(212,890)						(92,881)
Other income (expense):
TRA related adjustments (1)			—						220						(1,359)
Other income, net			2,090						1,103						2,047
Interest income, net			712						2,265						4,243
Mergers and acquisition expense			—						—						(58)
Foreign currency loss			(211)						(2,233)						(5,675)
Total other income (expense)			2,591						1,355						(802)
Loss before income taxes			(160,301)						(211,535)						(93,683)
Income tax expense (benefit)			(4,081)						23,794						(2,950)
Net loss			$	(156,220)					$	(235,329)					$	(90,733)

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(1) Please see Note 11—Related Party Transactions in the Notes to Consolidated Financial Statements for further discussion.

Consolidated

Results of Operations

Year Endedended December 31, 2020 Compared2021 compared to Year Endedyear ended December 31, 2019

2020

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

Revenue.

Revenue from external customers, excluding intersegment sales, for the year ended December 31, 2020, decreased2021 increased by $189.6$150.8 million, or 32.7%22.3%, to $390.4$825.8 million, from $579.9compared to $675.0 million for the year ended December 31, 2019. Revenue decreased across all2020. Of the total increase of our segments as a result$150.8 million for the year ended December 31, 2021, $112.1 million is related to the Merger, and the balance of the impact of COVID-19. increase was driven by higher activity across NLA, ESSA and APAC, partially offset by a reduction in activity in the MENA segment. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.”

Results”.

Revenue for our well flow management and well intervention and integrity offerings increased by $15.6 million (3.8%) and $39.6 million (29.4%), respectively, partially offset by a decrease in subsea well access revenue by $16.7 million (-12.6%) for the year ended December 31, 2021. Additionally, the Merger resulted in well construction revenue of $112.1 million for the year ended December 31, 2021.

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Cost of revenue, exclusive ofexcluding depreciation and amortization.

Cost of revenue, excluding depreciation and amortization, for the year ended December 31, 2021 was $701.2 million (84.9% of revenue), an increase of $134.3 million, or 23.7%, compared to $566.9 million (84.0% of revenue) for the year ended December 31, 2020. Of the total increase of $134.3 million for the year ended December 31, 2021, $92.1 million relates to the Merger, and the remaining increase of $42.2 million was due to higher personnel costs for operational and support staff, equipment rentals, facility costs, materials, sub-contractor costs, and research, engineering and development costs, which is in line with the higher activity, and recognition of stock-based compensation expense for Legacy Expro’s Management Incentive Plan of $10.5 million during the year ended December 31, 2021 as a result of the Merger.

General and administrative, excluding depreciation and amortization

General and administrative expenses, excluding depreciation and amortization, is comprised of costs associated with sales and marketing, costs of running the corporate head office and other central functions that support the reporting segments. General and administrative expenses for the year ended December 31, 2021 increased by $50.1 million, or 210.2%, to $73.9 million, as compared to $23.8 million for the year ended December 31, 2020. Of the total increase of $50.1 million for the year ended December 31, 2021, $15.4 million relates to the Merger, and the remaining increase was primarily driven by recognition of stock-based compensation expense for Legacy Expro’s Management Incentive Plan of $31.6 million as a result of the Merger.

Depreciation and amortization expense

Depreciation and amortization expense for the year ended December 31, 2021 increased by $10.2 million, or 8.9%, to $123.9 million, as compared to $113.7 million for the year ended December 31, 2020. The increase in depreciation and amortization expense for the year ended December 31, 2021 is primarily related to the Merger.

Gain on disposal of assets

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

Impairment expense

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

Merger and integration expense

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

Severance and other expense

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

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Interest and finance expense, net

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

Equity in income of joint ventures

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

Income tax (expense) benefit

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

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

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

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

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Revenue

Revenue for the year ended December 31, 2020, which only includes revenue of Legacy Expro, decreased by $135.0 million, or 16.7%, to $675.0 million from $810.1 million for the year ended December 31, 2019. The decrease in total revenue for the year ended December 31, 2020 compared to the year ended December 31, 2019 was driven by lower activity across all of our product and service offerings in all of our reporting segments other than the APAC segment, due to a combination of factors, including a substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the members of OPEC+ regarding limits on production of oil, resulting in surplus supply and reduction in crude oil prices. For reference, Brent oil price averaged $42 per barrel in 2020 as compared to an average of $64 per barrel in 2019. As a result of reduced activity, revenue for the NLA segment decreased by $104.9$58.3 million (33.5%), the MENA segment by $43.0 million (18.2%) and the ESSA segment by $37.3 million (14.5%), partially offset by a modest increase in revenue in the APAC segment of $3.6 million (2.5%). Revenue for our segments is discussed in further detail separately below under the heading “Operating Segment Results.”

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

Cost of revenue, excluding depreciation and amortization

Cost of revenue, excluding depreciation and amortization, for the year ended December 31, 2020 was $566.9 million (84.0% of revenue), a decrease of $110.3 million, or 25.2%16.3%, compared to $312.1$677.1 million from $417.0 million(83.6% of revenue) for the year ended December 31, 2019. The decrease in the cost of revenue, which includes personnel costs for operational and support staff, equipment rentals, facility costs, materials, sub-contractor costs, and research, engineering and development costs, was primarily duein line with the lower activity. In addition, we reduced our support staff by approximately 9.1% for the year ended December 31, 2020 compared to lower activity levels across all segments, as well as due to productivity and cost efficiency actions.

the year ended December 31, 2019.

General and administrative, expenses. excluding depreciation and amortization

General and administrative (“G&A”)expenses, excluding depreciation and amortization, include the costs associated with sales and marketing, costs of running our corporate head office and other central functions that support the operating segments and include foreign currency gains (losses). General and administrative expenses for the year ended December 31, 2020 decreased by $38.1$5.5 million, or 31.6%18.9%, to $82.3$23.8 million, from $120.4$29.4 million for the year ended December 31, 2019, due2019. The decrease in general and administrative expenses during the year ended December 31, 2020 compared to cost savings associated with personnel reductions.

Depreciation and amortization. Depreciation and amortizationthe year ended December 31, 2019 was primarily driven by a reduction in our corporate support staff by approximately 9.3% for the year ended December 31, 2020 decreased by $22.6compared to the year ended December 31, 2019. This contributed to lower personnel costs, lower corporate overhead costs, and lower travel costs. Additionally, we benefited from lower foreign exchange losses of $1.9 million from the revaluation of monetary assets and liabilities denominated in foreign currencies during the year ended December 31, 2020 compared to the year ended December 31, 2019.

Depreciation and amortization expense

Depreciation and amortization expense for the year ended December 31, 2020 was $113.7 million, a decrease of $8.8 million, or 24.4%,7.2% compared to $70.2 million from $92.8$122.5 million for the year ended December 31, 2019, primarily as a result of a lower depreciable asset base.

    Goodwill impairment. We recognized a goodwill impairment

Impairment expense

Impairment expense for the year ended December 31, 2020 was $287.5 million, an increase of $57.1$238.4 million, or 486.2%, compared to $49.0 million for the year ended December 31, 2019. During the year ended December 31, 2020, we recorded impairment expense relating to our goodwill of $191.9 million, intangible assets of $60.4 million, property, plant and equipment of $20.0 million and operating lease right-of-use assets of $15.2 million. For further information, refer to Note 4 “Fair value measurements” in the accompanying consolidated financial statements.

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Merger and integration expense

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

Gain on disposal of assets

Gain on disposal of assets of $10.1 million represents profit recognized on the sale of certain identified tangible and intangible assets and liabilities relating to the disposition of our pressure-control chokes product line during 2020 for a total cash consideration of $15.5 million. The carrying value of net assets transferred was $4.4 million and we incurred costs directly attributable to the sale of $1.0 million.

Severance and other expense

Severance and other expense for the year ended December 31, 2020 increased by $9.5 million, or 213.5%, to $13.9 million from $4.4 million for the year ended December 31, 2019. The increase was primarily driven by headcount reductions and facility rationalization to restructure and resize our business to match reduced activity levels due to COVID-19 and economic conditions in the oil and gas industry.

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

Interest and finance expense, net

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

Equity in income of $111.1 million for the year ended December 31, 2019. See Note 1—Basisjoint ventures

Equity in income of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements for additional information.

    Severance and other charges (credits), net. Severance and other charges (credits), netjoint ventures for the year ended December 31, 2020 decreasedincreased by $17.4$4.0 million, or 41.0%, to $33.0$13.6 million from $50.4 million for the year ended December 31, 2019. Severance and other charges (credits), net for the year ended December 31, 2020 consisted of fixed asset impairment charges of $15.7 million, intangible asset impairments of $4.7 million, inventory impairments of $0.4 million and severance and other costs of $12.3 million, primarily driven by COVID-19-related activity disruptions and customer spending cuts in response to falling oil prices. Severance and other charges (credits), net for the year ended December 31, 2019 consisted of fixed asset impairment charges 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. See Note 17—Severance and Other Charges (Credits), net in the Notes to Consolidated Financial Statements for additional information.

Foreign currency gain (loss). Foreign currency loss for the year ended December 31, 2020, decreased by $2.0 million to $0.2 million from $2.2$9.6 million for the year ended December 31, 2019. The change in foreign currency results year-over-year was primarily driven by strengthening of the U.S. dollar in the current period asincrease reflects higher income from our joint ventures compared to the prior year period, particularly in comparison to the Norwegian krone.

previous year.

Income tax expense (benefit).benefit

Income tax expense (benefit)benefit for the year ended December 31, 2020 changed by $27.9was $3.4 million, an increase of $2.3 million, or 199.0%, compared to a benefit of $4.1 million from an expense of $23.8$1.1 million for the year ended December 31, 2019. The statutory tax rate was 19% for both the years ended December 31, 2020 and 2019. The effective tax rate was 1.0% and 1.5% for the years ended December 31, 2020 and 2019 respectively. Our effective tax rate was impacted due to the impairment on goodwill along with the geographic mix of profits and losses between deemed profit and taxable profit jurisdictions.

Our effective income tax rate was 2.5%fluctuates from the statutory tax rate based on, among other factors, changes in pretax income in jurisdictions with varying statutory tax rates along with jurisdictions utilizing a deemed profit taxation regime, the impact of valuation allowances, foreign inclusions and (11.2)%other permanent differences related to the recognition of income and expense.

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Operating Segment Results

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

The following table shows revenue by segment and revenue as percentage of total revenue by segment for the years ended December 31, 2021, 2020 and December 31, 2019, respectively. The change was due primarily to a significant tax expense recorded in 2019 to record a valuation allowance against certain indefinite-lived intangibles.

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Operating Segment Results

2019:  

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

The following table presents revenueshows Segment EBITDA and AdjustedSegment EBITDA margin by segment (in thousands):

			Year Ended December 31,
			2020						2019						2018
Revenue:
Tubular Running Services			$	269,711					$	400,327					$	361,045
Tubulars			53,668						74,687						72,303
Cementing Equipment			66,979						104,906						89,145
Total			$	390,358					$	579,920					$	522,493
Segment Adjusted EBITDA: (1)
Tubular Running Services			$	22,171					$	85,601					$	62,515
Tubulars			7,765						11,575						11,246
Cementing Equipment			10,780						14,089						8,617
Corporate (2)			(31,720)						(53,744)						(49,146)
Total			$	8,996					$	57,521					$	33,232

for the years ended December 31, 2021, 2020 and 2019:

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

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

(1)Adjusted EBITDA is a supplemental non-GAAP financial measure that is used

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

NLA

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

Segment EBITDA for the NLA segment was $32.2 million, or 16.7% of our Adjusted EBITDA, see “—Adjusted EBITDArevenues, during the year ended December 31, 2021, compared to $0.1 million during year ended December 31, 2020. Out of the total increase of $32.1 million during the year ended December 31, 2021, $16.1 million relates to the Merger, and Adjusted EBITDA Margin.”)

(2)Our Corporate component includes certain expenses notthe balance of the increase of $16.0 million is attributable to higher activity on higher margin contracts and a particularmore favorable activity mix during 2021.

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ESSA

Revenue for the ESSA segment suchwas $300.6 million for the year ended December 31, 2021, an increase of $81.0 million, or 36.9%, compared to $219.5 million for the year ended December 31, 2020. Out of the total increase of $81.0 million for the year ended December 31, 2021, $28.5 million is attributable to the Merger. The remaining increase of $52.5 million in revenues was primarily driven by an early production equipment sale in Nigeria and higher well flow management and subsea well access revenues in Norway, Mozambique, United Kingdom, Ghana, and Angola due to an increase in overall customer activities and new projects. The overall increase in revenues was partially offset by a decrease in revenue in Mauritania upon completion of a subsea well access contract.

Segment EBITDA for the ESSA segment was $53.3 million, or 17.7% of revenues, for the year ended December 31, 2021, an increase of $17.9 million, or 50.7%, compared to $33.4 million, or 16.1% of revenues, for the year ended December 31, 2020. Of the total increase of $17.9 million during the year ended December 31, 2021, $8.9 million relates to the Merger, and the balance of the increase of $9.1 million is attributable to higher activity and a more favorable activity mix during 2021.

MENA

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

Segment EBITDA for the MENA segment was $56.3 million, or 32.9% of revenues, for the year ended December 31, 2021, a reduction of $20.9 million, or 27.1%, compared to $77.3 million, or 39.8% of revenues, for the year ended December 31, 2020. The reduction in Segment EBITDA was primarily due to a decrease in revenues during 2021 and lower activity on higher margin contracts, partially offset by an increase in Segment EBITDA of $1.2 million related to support functionsthe Merger.

APAC

Revenue for the APAC segment was $160.9 million for the year ended December 31, 2021, an increase of $15.2 million, or 10.4%, compared to $145.7 million for the year ended December 31, 2020. Of the total, $8.4 million relates to the Merger, and corporate executives.

the balance of the increase of $6.8 million was primarily driven by increased well flow management and well intervention and integrity revenue in Australia, Brunei, Thailand and Indonesia from new contracts or higher activity on existing contracts. This increase was partially offset by lower subsea well access revenues in China and Malaysia due to a combination of lower spare sales, completion of a contract and lower customer activities during the year ended December 31, 2021.

Segment EBITDA for the APAC segment was $33.4 million for the year ended December 31, 2021, a decrease of $1.5 million, or 4.4%, compared to $35.0 million for the year ended December 31, 2020. The reduction was primarily due to a less favorable activity mix and lower activity on higher margin contracts, partially offset by an increase in Segment EBITDA of $1.1 million related to the Merger.

Year Endedended December 31, 2020 Comparedcompared to Year Endedthe year ended December 31, 2019

Tubular Running Services

NLA

Revenue for the TRSNLA segment was $269.7$115.7 million for the year ended December 31, 2020, a decrease of $130.6$58.3 million, or 32.6%33.5%, compared to $400.3$174.1 million for the year ended December 31, 2019. The decrease in revenue was mainly driven by a reduction in well flow management and subsea well access revenues in North America offshore where activity levels continued to show weakness, reflecting a combination of COVID-19 and hurricane-related project deferrals. The lower revenues in NLA also reflect reduced customer activity levels in our relatively small, pre-Merger North America land operations, resulting in lower well flow management revenues as well as lower sales within our then-owned power chokes product line. Additionally, the reduction in revenues in NLA was also driven by lower subsea well access and well flow management revenues in Canada and lower wireline intervention and integrity services revenue in Argentina during the year ended December 31, 2020, compared to the year ended December 31, 2019.

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

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ESSA

Revenue for the ESSA segment decreased by $37.3 million, or 14.5%, to $219.5 million during the year ended December 31, 2020 from $256.8 million during the year ended December 31, 2019. The decrease in revenue was primarily due to a reduction in well flow management and subsea well access revenues, driven by a combination of lower activity, suspension of activities by customers and non-recurring projects in the U.K., Azerbaijan and several countries in the Sub-Sahara African region, including Nigeria, Ghana, Cote D’Ivoire, Mozambique and Equatorial Guinea, partially offset by an increase in revenues in Mauritania from a new subsea well access contract.

Segment EBITDA for the ESSA segment was $35.4 million, or 16.1% of revenues, for the year ended December 31, 2020, a reduction of $10.0 million, or 22.0%, compared to $45.4 million, or 17.7% of revenues, for the same period in 2019. The decreasereduction in Segment EBITDA for ESSA was primarily due to lower revenues during 2020 combined with a less favorable activity mix, which negatively impacted the Segment EBITDA margin.

MENA

Revenue for the MENA segment decreased by $43.0 million, or 18.2%, to $194.0 million during the year ended December 31, 2020 from $237.1 million during the year ended December 31, 2019. The lower revenues in the region were driven by a reduction in well flow management revenues in Algeria, Saudi Arabia and the United Arab Emirates reflecting lower activity levelscustomer activities. Additionally, revenues in most regions, partially offset by improved activity levelsEgypt decreased during the year ended December 31, 2020 compared to the same period in the Caribbean.

    Adjusted2019 due to non-recurring equipment sales.

Segment EBITDA for the TRSMENA segment was $22.2$77.3 million, or 39.8% of revenues, for the year ended December 31, 2020, a reduction of $8.7 million, or 10.2%, compared to $86.0 million, or 36.3% of revenues, for the year ended December 31, 2019. The reduction in Segment EBITDA for MENA was primarily due to a decrease in revenues during 2020; however, MENA Segment EBITDA margin improved during 2020 as compared to 2019 due to various cost savings measures undertaken in the region and a modestly more favorable activity mix.

APAC

Revenue for the APAC segment was $145.7 million for the year ended December 31, 2020, a decreasean increase of $63.4$3.6 million, or 74.1%2.5%, compared to $85.6$142.2 million for the same periodyear ended December 31, 2019. The increase in 2019. Segment results were negatively impactedrevenue in APAC was primarily driven by increased well flow management and subsea well access revenue in Malaysia from new contracts and higher activity declines,on existing contracts, and increased revenue in Australia, primarily from higher subsea well access services. This increase was partially offset by cost cutting measures.

    Tubulars

    Revenuelower well flow management revenues in India due to non-recurring equipment sales and lower activity levels on continuing projects in Thailand.

Segment EBITDA for the TubularsAPAC segment was $53.7$35.0 million for the year ended December 31, 2020, a decreasean increase of $21.0$6.2 million, or 28.1%21.6%, compared to $74.7 million for the same period in 2019, primarily as a result of lower drilling tools activity and tubular sales in the Gulf of Mexico, partially offset by increased demand for our drilling tools in international markets.

    Adjusted EBITDA for the Tubulars segment was $7.8$28.8 million for the year ended December 31, 2020, a decrease of $3.8 million, or 32.8%2019. APAC Segment EBITDA margin was 24.0%, or compared to $11.6 million for the same period in 2019, primarily driven by lower drilling tools activity and tubular sales in the Gulf of Mexico.

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    Cementing Equipment

    Revenue for the CE Segment was $67.0 millionup from 20.2% for the year ended December 31, 2020, a decrease of $37.9 million, or 36.1%, compared to $104.9 million for the same period2019. The improvement in 2019, driven by reductions in the U.S. land and offshore markets, partially offset by continued expansion to international markets.

    AdjustedAPAC Segment EBITDA for the CE segmentmargin was $10.8 million for the year ended December 31, 2020, a decrease of $3.3 million, or 23.4%, compared to $14.1 million for the same period in 2019, primarily due to reductions in the U.S. landincreased activity combined with a more favorable activity mix and offshore markets, partially offset by continued expansion to international markets.cost control measures.

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Corporate

    Adjusted EBITDA for Corporate was a lossTable of $31.7 million for the year ended December 31, 2020, a favorable decrease of $22.0 million, or 41.0%, compared to a loss of $53.7 million for the same period in 2019, primarily due to cost cutting actions taken as part of our profitability improvement program.Contents

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, 2020, we had2021, total available liquidity was $369.9 million, including cash and cash equivalents and short-term investmentsrestricted cash of $211.8$239.9 million and no debt.$130.0 million available for borrowings under our New Facility. Our primary sources of liquidity to date have been cash flows from operations. Our primary uses of capital have been for organic growth capital expenditures and acquisitions. We continually monitor potential capital sources, including equity and debt financing, in order to meet our investment and target liquidity requirements. The COVID-19 pandemic has significantly reduced economic activity levels across the globe, which has resulted in lower demand for oil and natural gas, as well as for our services and products. The reduced demand for our services and products has had, and may continue to have, a material adverse impact on our business, results of operations and financial condition. In consideration of these risks, we are undertaking additional measures to protect liquidity. These measures include increased focus on collection of receivables, enhanced customer credit review, special measures to reduce risks of high-cost inventory items, and enhanced cash reporting requirements.

Our total capital expenditures are estimated to be approximately $25range between $90 million and $100 million for 2022. Our total capital expenditures (exclusive of the Merger) were $81.5 million for year ended December 31, 2021, 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 were $112.4 million for the yearsyear ended December 31, 2020, 2019 and 2018, purchases of property, plant and equipment and intangibles were $28.5 million, $36.9 million and $56.5 million, respectively, all of which were funded from internally generated sources.generally used for equipment required to provide services in connection with awarded contracts. We believecontinue to focus on preserving and protecting our cash on hand and cash flows from operations will be sufficient to fund our capital expenditure and liquidity requirements for the next twelve months.

Our Board of Directors has authorized a program to repurchase our common stock from time to time. Approximately $38,502,322 remained authorized for repurchases as of December 31, 2020; subject to the limitation set in our shareholder authorization for repurchasesstrong balance sheet, optimizing utilization of our common stock, which is currently 10% of the common stock outstanding as of April 30, 2020. From the inception of this program in February 2020 through December 31, 2020, we repurchased 570,044 shares of our common stock for a total cost of approximately $1.5 million. This program was suspended during the second quarter of 2020 due to the impacts of COVID-19existing assets and, commodity price declines and will be revisited when market conditions stabilize sufficiently to provide greater clarity to anticipated business results.

    The timing, declaration, amount of, and payment of any dividends is within the discretion 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,where practical, limiting new 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

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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.

expenditures.

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 bore interest at U.S. dollar LIBOR plus 3.75% and was secured by a fixed and floating charge on certain assets of some of our wholly owned subsidiaries. On October 1, 2021, following the closing of the Merger, the ABL Credit Facility and 2018 RCF were cancelled.

Concurrently with the cancelation of the ABL Credit Facility and the 2018 RCF, we entered into the New Facility with DNB Bank 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. Subject to the terms of the ABL CreditNew Facility, we havethe Company has the ability to increase the commitments to $200.0$250.0 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 allProceeds of the assetsNew Facility may be used for general corporate and property ofworking capital purposes. Please see Note 16 “Interest bearing loans” in 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 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 partiesNotes 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 facilityConsolidated Financial Statements for the preceding thirty consecutive days has been equal to at least the greater of

additional information.

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(x) $12.5 million

Cash flow from operating, investing 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, 2020, FINV had no borrowings outstanding under the ABL Credit Facility, letters of credit outstanding of $10.3 million and availability of $24.2 million.

Cash Flows from Operating, Investing and Financing Activities

financing activities

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

			Year Ended December 31,
			2020						2019						2018
Operating activities			$	39,651					$	27,048					$	(32,644)
Investing activities			(20,034)						(10,046)						10,403
Financing activities			(2,082)						(5,945)						(7,946)
			17,535						11,057						(30,187)
Effect of exchange rate changes on cash activities			(3,028)						(529)						3,384
Increase (decrease) in cash and cash equivalents			$	14,507					$	10,528					$	(26,803)

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

    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, 2021 and 2020

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

Operating Activities

    Cash flowprovided by operating activities

Net cash provided by operating activities was $39.7$16.1 million during the year ended December 31, 2021 as compared to $70.4 million during the year ended December 31, 2020. The decrease of $54.3 million in net cash provided by operating activities for the year ended December 31, 2021 was primarily due to payment of merger and integration expenses related to the Merger of $36.9 million, unfavorable movements in working capital of $31.8 million and reimbursable payments made in connection with Frank's executive deferred compensation plan of $8.9 million, partially offset by improvements in Adjusted EBITDA of $25.7 million during the year ended December 31, 2021.

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

Net cash provided by (used in) investing activities

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

Net cash provided by (used in) financing activities

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

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

Net cash provided by operating activities

Net cash provided by operating activities was $70.4 million during the year ended December 31, 2020 as compared to $81.2 million during the year ended December 31, 2019. The decrease of $10.8 million in net cash provided by operating activities for the year ended December 31, 2020 comparedwas primarily due to $27.0a decrease in Adjusted EBITDA of $17.1 million, in 2019. Thean increase in net cash flow provided by operating activities in 2020paid for income taxes of $12.7$7.8 million, compared to 2019 was primarily a resultand higher severance and other expense paid of favorable change in accounts receivable of $32.6$9.5 million, partially offset by unfavorable changesimprovements in accounts payableworking capital and accruedfavorable movements in other assets and liabilities of $12.9$21.7 million.

Investing Activities

Adjusted Cash flow used in investing activities was $20.0 million forFlow from Operations during the year ended December 31, 2020 was $88.6 million compared to $10.0$86.5 million forduring the year ended December 31, 2019. The increase inOur primary uses of net cash provided by operating activities were capital expenditures and acquisitions and funding obligations related to our financing arrangements.

Net cash provided by (used in) investing activities

Net cash used in investing activities of $10.0was $96.8 million was primarily a result of decreased net proceeds from the sale of investments of $26.0 million, partially offset by decreased purchases of property, plant and equipment of $8.5 million and increased proceeds from sale of assets of $7.5 million.

Financing Activities

    Cash flow used in financing activities was $2.1 million forduring the year ended December 31, 2020 as compared to $5.9$151.9 million during the year ended December 31, 2019. Our principal recurring investing activity is our capital expenditures. The decrease in net cash used in investing activities was primarily due to a $47.9 million payment for an acquisition during the previous year and proceeds of $15.6 million from the disposal of assets in 2020. This decrease was partially offset by an increase of $8.3 million in capital expenditures during the year ended December 31, 2020, including $29.2 million of capital expenditures related to new technologies, including our coil hose, annular intervention and riserless light well intervention capabilities.

Net cash provided by (used in) financing activities

Net cash used in financing activities was $0.6 million during the year ended December 31, 2020 as compared to net cash provided by financing activities of $21.9 million during the year ended December 31, 2019. The decrease in cash flow used inprovided by financing activities primarily related to lower proceeds from the release of $3.8 million was due to decreased repaymentcollateral deposits of borrowings $5.4 million, partially offset by repurchases under our publicly announced share repurchase program of $1.5$26.0 million during the year ended December 31, 2020.

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Contractual Obligations

    We are a party2020 as compared to various contractual obligations. A portion 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 ofthe year ended December 31, 2020 (in thousands):

			Payments Due by Period
									Less than																		More than
			Total						1 year						1-3 years						3-5 years						5 years
Operating leases			$	39,996					$	10,378					$	14,842					$	6,942					$	7,834
Purchase obligations (1)			26,638						16,231						10,407						—						—
Total			$	66,634					$	26,609					$	25,249					$	6,942					$	7,834

(1)Includes purchase commitments related2019, partially offset by $3.5 million of lower payments of loan transaction costs and finance leases during 2020.

Off-balancesheet arrangements

We have outstanding letters of credit/guarantees that relate to connectorsperformance bonds, custom/excise tax guaranties and pipe inventory. We enterfacility lease/rental obligations. These were entered into purchase commitments as needed.

    In addition to the above, the Company has issued purchase orders 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 orders 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 $27.2 million.

Tax Receivable Agreement

    We entered into the TRA with FICV and Mosing Holdings in connection withis likely to have, a material effect on our IPO. The TRA generally provides for the payment by us 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 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, if any. Payments we make under the TRA will be increased by any accrued interest from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in FINV.consolidated financial statements. As of February 17,December 31, 2021, based on the best information available to us, the Mosing family collectively owns approximately 47% of our common shares.

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 tohad no material off-balance sheet financing arrangements 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 by the TRA.

If we elect to terminate the TRA early, which we may do in our sole discretion (or if 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 the tax attributes subject to the TRA), 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 the future tax benefits to which the termination payment relates. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control.

In certain circumstances, we may be required to make payments under the TRA that we have entered into with Mosing Holdings. In most circumstances, these payments will be associated with the actual cash savings that we recognize from tax benefits resulting from the Conversion, which would reduce the actual tax benefit to us of the Conversion. If we were to elect to exercise our sole right to terminate the TRA early or enter into certain change of

than those discussed above.

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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). Based on our current liquidity

Critical accounting policies and our expected ability to access debt and equity financing, we believe we would be able to make such an early termination 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 11—Related Party Transactions in the Notes to Consolidated Financial Statements.

Off-Balance Sheet Arrangements

    At December 31, 2020, we had no off-balance sheet arrangements with the exception of purchase obligations.

Critical Accounting Policies

estimates

The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires managementExpro to select appropriate accounting principles from those available, to apply those principles consistently and to make reasonable estimates and assumptions that affect 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 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.

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 revenue 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 are required to determine the transaction price in respect of each of our contracts with customers. In making such judgment, we assess the impact of any variable consideration in the contract, due to discounts or penalties, the existence of any significant financing component and any non-cash consideration in the contract. In determining the impact of variable consideration, we use the “most-likely amount” method whereby the transaction price is determined by reference to the single most likely amount in a range of possible consideration amounts.

Business Combinations

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

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

If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of long-lived assets, including intangible assets and goodwill. The Merger of Frank’s with Legacy Expro pursuant to the Merger Agreement was completed on October 1, 2021. Refer to Note 3 “Business combinations and dispositions” of our consolidated financial statements for further details.

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Income Taxes

    The liability method is used for determining our income tax provisions, under which current

Goodwill and deferred tax liabilities andidentified intangible assets are recorded in accordance with enacted tax laws and rates. Under this method,

We record the amountsexcess of deferred tax liabilities and assets atpurchase price over 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 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. In determining the need for valuation allowances, we have made judgments and estimates regarding future taxable income and ongoing prudent and feasible tax planning strategies. 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. Historically, changes to valuation allowances have been caused by major changes in the business cycle in certain countries and changes in local country law. The ultimate realizationfair value of the deferred taxtangible and identifiable intangible assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions.

    Through FICV, we operate in approximately 40 countries under many legal forms. As a result, we are subject to the jurisdiction of numerous U.S.acquired and foreign tax authorities,liabilities assumed as well as to tax agreements and treaties among these governments. Our operations in these different jurisdictions are taxed on various bases: actual income before taxes, deemed profits (which are generally determined using a percentage of revenue rather than profits) and withholding taxes based on revenue. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of deductions, permissible revenue recognition methods under the tax law and the sources and character of income and tax credits. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

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

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

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    Goodwill

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 October 31, 2019, we performed a quantitative goodwill impairment test for our Cementing Equipment reporting unit.2021. During the fourth quarter of 2019, market factors indicated a downturn in the demand for our Cementing Equipment productsyears ended December 31, 2020 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 $111.1impairment expense of $191.9 million impairment chargeand $26.4 million, respectively, relating to our goodwill.

During the first quarter of 2020, as a result of the decline in oil prices due Refer to the ongoing COVID-19 pandemic and the Organization of Petroleum Exporting Countries and Russia price war in early 2020, we identified a triggering event that indicated the fairNote 4 “Fair value of goodwill within our Cementing Equipment reporting unit was less than its carrying value. Based on the resultsmeasurements” of our goodwillconsolidated financial statements for details regarding the facts and circumstances that led to this impairment test as of March 31, 2020, we recorded a $57.1 million impairment charge to goodwill, which is included in goodwill impairment on the consolidated statements of operations. Our goodwill impairment assessment as of October 31, 2020, did not identify a triggering event that indicates the fair values of our reporting units were less than their carrying values.

and other details. We used the income approach to estimate the fair value of the Cementing Equipmentour reporting unit,units, 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.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, forincluding the reporting unit,eventual disposition of the terminal growth rateasset 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 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 valuationflows eventually realized, which could result in additionalimpact our ability to accurately assess whether an asset has been impaired.

No impairment charges in the future. Assuming all other assumptions and inputs used in the discounted cash flow analysis were held constant, a 50 basis point increase in the discount rate assumption would have increased the 2020 goodwill impairment charge by approximately $4.3 million.

    No goodwill impairmentexpense was recorded for identified intangible assets during the year ended December 31, 2018. At December 31, 2020, goodwill is allocated to our reportable segments as follows: Cementing Equipment - approximately $24.1 million; TRS - approximately $18.7 million.

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Recent Accounting Pronouncements

    See Note 1—Basis of Presentation and Significant Accounting Policies in the Notes to Consolidated Financial Statements set forth in Part II, Item 8, “Financial Statements and Supplementary Data,” under the heading “Recent Accounting Pronouncements” included in this Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

    We are exposed to certain market risks inherent in our financial instruments and arising from changes in foreign currency exchange rates and interest rates. A discussion of our market risk exposure in financial instruments is presented below.

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

Foreign Currency Exchange Rates

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

    For2021. During the year ended December 31, 2020 and 2019, we recorded impairment expense relating to our identified intangible assets of $60.4 million and $17.9 million, respectively. Refer to Note 4 “Fair value measurements” of our consolidated financial statements for further details.

Defined benefit plans

Our 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 future. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.

The discount rate that we use reflects the market rate of a portfolio of high-quality corporate bonds with maturities matching the expected timing of payment of the related benefit obligations. The discount rates used to determine the benefit obligations for our principal pension plans were 1.8% in 2021, 1.3% in 2020 and 2.0% in 2019, reflecting market interest rates. As of December 31, 2021, we estimate that a 1% appreciation or depreciation in the discount rate would result in an impact of approximately $39.4 million to our present value of defined benefit obligations as at December 31, 2021. The weighted average expected rate of return on plan assets for the pension plans was 3.2% in 2021, 2.7% in 2020 and 3.4% in 2019. A change in the expected rate of return of 1% would impact our net periodic pension expense by $2.1 million.

Income Taxes

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

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

Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions in which we operate, and these assessments can result in additional taxes. Estimating the outcome of audits and assessments by the tax authorities involves uncertainty. We review the facts of each case and apply judgments and assumptions to determine the most likely outcome and provide for taxes, interest and penalties on this basis. In line with U.S. dollar-equivalent basis, approximately 30%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 2 “Basis of presentation and significant accounting policies” in our consolidated financial statements under the heading “Recent accounting pronouncements.”

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Financial risk factors

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

Foreign currency risk

Cash flow exposure

We expect many of the subsidiaries of our revenue was representedbusiness to have future cash flows that will be denominated in currencies other than USD. Our primary cash flow exposures are revenues and expenses. Changes in the exchange rates between USD and other currencies in which our subsidiaries transact will cause fluctuations in the cash flows we expect to 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 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 denominated in 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.

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As of December 31, 2021, we estimate that a portion of our revenue is denominated5% appreciation (depreciation) in USD would result in a 2.7% decreasechange in our overall revenue for the year ended December 31, 2020.

    From timenet loss of approximately $1.9 million.

Interest rate risk

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

Credit risk

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

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

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    We had no foreign currency derivative contracts outstanding as of December 31, 2020. As of December 31, 2019, 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)

    Interest Rate Risk

    As of December 31, 2020, 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 40 countries and, as a result, our accounts receivables are spread over many countries and customers. As of December 31, 2020, 35% and 11% of our net trade receivables were from customers in the United States and Saudi Arabia, respectively. As of December 31, 2019, 42% of our net trade receivables were from customers in the United States. No other country accountedmaintaining an allowance for more than 10% of our net trade receivables at these dates.

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

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

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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
		Page
Management’s Report on Internal Control Over Financial ReportingReports of Independent Registered Public Accounting Firm – Deloitte & Touche LLP  (PCAOB ID 34)		6259
Report of Independent Registered Public Accounting Firm - KPMG– Ernst & Young LLP  (PCAOB ID 42)		6362
Consolidated Balance Sheets as of December 31, 2020 and 2019				66
Consolidated Statements of Operations for the Years Ended December 31, 2020, 20192021, 2020 and 20120198				6763
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2020, 20192021, 2020 and 20201918		6864
Consolidated Balance Sheets as of December 31, 2021 and 2020		65
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019		66
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 20192021, 2020 and 20201918		6967
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018				70
Notes to the Consolidated Financial Statements				7168

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Management’s Report on Internal Control

Over Financial Reporting

ManagementTable of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

We conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 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, 2020.

The effectiveness of our internal control over financial reporting as of December 31, 2020 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 Stockholdersstockholders and the 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, 20202021 and 2019,2020, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the years in the three-year periodthen ended, December 31, 2020, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively referred to as the consolidated financial statements)"financial statements"). In our opinion, the consolidated2021 and 2020 financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202021 and 2019,2020, and the results of its operations and its cash flows for eachthe years then ended in conformity with accounting principles generally accepted in the United States of America.

The consolidated financial statements of the years inCompany for the three-year periodyear ended December 31, 2019, before the effects of the adjustments to retrospectively apply the change in accounting related to the reverse stock split discussed in Note 1 to the financial statements, were audited by other auditors whose report, dated March 17, 2020, except for Notes 2 and 5, as to which the date was March 26, 2021, expressed an unqualified opinion on those statements. We have also audited the adjustments to the 2019 consolidated financial statements to retrospectively apply the change in conformityaccounting for the reverse stock split in 2021, as discussed in Note 1 to the financial statements. Our procedures included (1) comparing the amounts shown in the per share disclosures for 2019 to the Company’s underlying accounting analysis, (2) comparing the previously reported shares outstanding and the related balance sheet and income statement amounts per the Company’s accounting analysis to the previously issued consolidated financial statements, and (3) recalculating the decrease of shares to give effect to the reverse stock split and testing the mathematical accuracy of the underlying analysis. In our opinion, such retrospective adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any other procedures to the 2019 consolidated financial statements of the Company other than with U.S. generally accepted accounting principles.

respect to the retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2019 consolidated financial statements taken as a whole.

We have also 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, 2020,2021, 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 March 1, 20218, 2022, expressed an 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 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.

Valuation of goodwill associated with the Cementing Equipment reporting unit

As discussed in

Business combinations and dispositions – Frank’s International N.V. — Refer to Notes 1 and 93 to the consolidated financial statements

Critical Audit Matter Description

The Company completed the Company performs goodwill impairment testingmerger of Frank’s International N.V. (“Frank’s”) with Expro Group Holdings International Limited (“Legacy Expro”) for a total purchase price of $742.3 million on an annual basisOctober 1, 2021 (the “Merger”). The purchase price was allocated to the assets acquired and whenever events or changes in circumstances indicate thatliabilities assumed based on their respective estimated fair values. The largest asset classes acquired include Property, plant and equipment (“PP&E”) and Intangible assets, for which fair value was determined based on the carrying valuecost approach for buildings and improvements, leasehold improvements, air and gas compressors, bucking/torque machines, casing/tubular running tools, cementing tools, downhole drilling tools, hydraulic hammers, oil & gas equipment, power generator assembly, power tongs, slip assembly, stabbing guides, thread protectors, training rigs, welding & soldering equipment, tooling, furniture & fixtures, office equipment, computer hardware/software, forklifts, and light duty vehicles (collectively, “Real & Personal Property”); the market approach for land; and the income approach for trademarks, trade name Frank’s International, patented technology (casing running, completions, drilling tech, and cementing), IPR&D (casing running, completions, drilling tech, tubulars, cementing, and service tools), customer relationships, and assembled workforce (collectively, “Intangible Assets”).

We identified the valuation of goodwill might exceedReal & Personal Property and Intangible Assets arising out of the Merger as a critical audit matter because of the estimates made by management to determine the fair value of these assets for purposes of recording the Merger. This required a reporting unit. The Company usedhigh degree of auditor judgment and an increased extent of effort, including the income approachneed to estimateinvolve our valuation specialists when performing audit procedures to determine the fair value of acquired Real & Personal Property under the

cost approach, including estimating cost to replace or reproduce comparable assets adjusted for the remaining useful lives, land under the market approach, and Intangible Assets under the income approach, including forecasting of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method, estimating the discount rates used to approximate their current value, and estimating the useful lives based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cementing Equipment reporting unit. The Company has a goodwill balance

Table of $42.8 million as of December 31, 2020 of which $24.1 million, or 56.3%, is associated withContents

How the Cementing Equipment reporting unit. The Company recorded a goodwill impairment charge to the Cementing Equipment reporting unit of $57.2 million during the year ended December 31, 2020.

We identified the assessment of the valuation 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 estimating future cash flows resultingCritical Audit Matter Was Addressed in the application of a high degree of subjective auditor judgment. The revenue growth rates, discount rate, and terminal growth rate assumptions usedAudit

Our audit procedures related to estimate the fair value of the reporting unit were determined to be significant assumptionsReal & Personal Property and Intangible Assets acquired as changes to those assumptions could have had a significant effect on the Company’s assessmentpart of the impairment of goodwill.

TheMerger included the following, are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process. This included controls related to the determination of the fair value of the Cementing Equipment reporting unit and the development of the significant assumptions listed above. We compared the Company’s historical forecasted revenue to actual results to assess the Company’s ability to accurately forecast. We involved valuation professionals 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 forecasted revenue growth rates and terminal growth rate for 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

•testing the estimate of the Cementing Equipment reporting unit fair value using the reporting unit’s cash flow assumptions and discount rate and comparing the result to the Company’s fair value estimate.

among others:

●

We tested the design and implementation of controls over business combinations.

●

With the assistance of our fair value specialists:

o

For Land and Real & Personal Property, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace or reproduce comparable assets, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.

o

For Intangible Assets, we evaluated the reasonableness of the (1) valuation methodology, and (2) discount rate by testing the source information underlying the determination of the discount rate, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rate selected by management.

o

For Intangible Assets, we evaluated whether the estimated future cash flows used in the income approach were consistent with projections used by the Company, as well as evidence obtained in other areas of the audit.

●

We considered any events or transactions occurring after the Merger date that may indicate a different valuation for the assets acquired and liabilities assumed.

/s/ KPMGDeloitte & Touche LLP

Houston, Texas  

March 8, 2022

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

Houston, Texas

March 1, 2021

2020.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report

Table of Independent Registered Public Accounting FirmContents

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, 2020,2021, 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, 2020,2021, 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, 2021 of the Company as of December 31, 2020 and December 31, 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated March 1, 20218, 2022, expressed an unqualified opinion on those consolidated financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, appearing under Part II, Item 9A, management excluded from its assessment the internal control over financial reporting at Expro Group Holdings International Limited (“Legacy Expro”); rather it focused exclusively on the internal control over financial reporting related to ongoing Frank's International N.V. (“Legacy Frank’s”) operations. Accordingly, our audit did not include the internal control over financial reporting at Legacy Expro; rather it focused on the internal control over financial reporting related to ongoing Legacy Frank’s operations.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.Reporting, appearing under Part II, Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit 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

March 1, 20218, 2022

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Table of Contents

To the stockholders and the Board of Directors of Expro Group Holdings N.V.

Opinion on the Financial Statements

We have audited, before the retrospective adjustments to the basic and diluted loss per share disclosure in Note 22 as a result of the reverse stock split disclosed in Note 1, the consolidated balance sheet of Expro Group Holdings International Limited (the “Company”) as of December 31, 2019, the related consolidated statement of operations, comprehensive loss, stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements, before the effects of the retrospective adjustments to the basic and diluted loss per share in Note 22 as a result of the reverse stock split disclosed in Note 1, referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

We were not engaged to audit, review or apply any procedures to the retrospective adjustments related to the basic and diluted loss per share in Note 22 as a result of the reverse stock split disclosure in Note 1 and, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2009. In 2020 we became the predecessor auditor.

Reading, United Kingdom

March 17, 2020, except for Notes 2 and 5, as to which the date is March 26, 2021.

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Operations

(in thousands)

		Year Ended December 31,
		2021				2020				2019
Total revenue		$	825,762			$	675,026			$	810,064
Operating costs and expenses:
Cost of revenue, excluding depreciation and amortization			(701,165	)			(566,876	)			(677,184	)
General and administrative expense, excluding depreciation and amortization			(73,880	)			(23,814	)			(29,360	)
Depreciation and amortization expense			(123,866	)			(113,693	)			(122,503	)
Impairment expense			0				(287,454	)			(49,036	)
Gain on disposal of assets			1,000				10,085				0
Merger and integration expense			(47,593	)			(1,630	)			0
Severance and other expense			(7,826	)			(13,930	)			(4,444	)
Total operating cost and expenses			(953,330	)			(997,312	)			(882,527	)
Operating loss			(127,568	)			(322,286	)			(72,463	)
Other income, net			3,992				3,908				226
Interest and finance expense, net			(8,795	)			(5,656	)			(3,300	)
Loss before taxes and equity in income of joint ventures			(132,371	)			(324,034	)			(75,537	)
Equity in income of joint ventures			16,747				13,589				9,639
Loss before income taxes			(115,624	)			(310,445	)			(65,898	)
Income tax (expense) benefit			(16,267	)			3,400				1,137
Net loss		$	(131,891	)		$	(307,045	)		$	(64,761	)
Loss per common share:
Basic and diluted		$	(1.64	)		$	(4.33	)		$	(0.91	)
Weighted average common shares outstanding:
Basic and diluted			80,525,694				70,889,753				70,889,753

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

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EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Comprehensive Loss

(in thousands)

		Year Ended December 31,
		2021				2020				2019
Net loss		$	(131,891	)		$	(307,045	)		$	(64,761	)
Other comprehensive income (loss):
Actuarial gain (loss) on defined benefit plans			22,345				(9,356	)			(3,521	)
Plan curtailment / amendment credit recognized			0				5,510				0
Reclassified net remeasurement (loss) gains			(244	)			104				0
Amortization of prior service credit			(249	)			0				0
Income taxes on pension			0				(926	)			0
Other comprehensive income (loss)			21,852				(4,668	)			(3,521	)
Comprehensive loss		$	(110,039	)		$	(311,713	)		$	(68,282	)

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

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EXPRO GROUP HOLDINGS N.V.

Consolidated Balance Sheets

(in thousands, except share data)

		December 31,
		2021				2020
Assets
Current assets
Cash and cash equivalents		$	235,390			$	116,924
Restricted cash			4,457				3,785
Accounts receivable, net			319,286				193,600
Inventories			125,116				53,359
Assets held for sale			6,386				0
Income tax receivables			20,561				20,327
Other current assets			52,938				39,957
Total current assets			764,134				427,952
Property, plant and equipment, net			478,580				294,723
Investments in joint ventures			57,604				45,088
Intangible assets, net			253,053				173,168
Goodwill			179,903				25,504
Operating lease right-of-use assets			83,372				57,247
Non-current accounts receivable, net			11,531				11,321
Other non-current assets			26,461				4,748
Total assets		$	1,854,638			$	1,039,751
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued liabilities		$	213,152			$	136,242
Income tax liabilities			22,999				13,657
Finance lease liabilities			1,147				1,220
Operating lease liabilities			19,695				14,057
Other current liabilities			74,213				59,043
Total current liabilities			331,206				224,219
Deferred tax liabilities, net			31,744				26,817
Post-retirement benefits			29,120				57,946
Non-current finance lease liabilities			15,772				16,974
Non-current operating lease liabilities			73,688				58,585
Other non-current liabilities			75,537				43,226
Total liabilities			557,067				427,767
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock, €0.06 nominal value, 200,000,000 and 70,889,753 shares authorized, 109,697,040 and 70,889,753 shares issued and 109,142,925 and 70,889,753 shares outstanding			7,844				585
Warrants			0				10,530
Treasury stock (at cost), 554,115 shares			(22,785	)			0
Additional paid-in capital			1,827,782				1,006,100
Accumulated other comprehensive income (loss)			20,358				(1,494	)
Accumulated deficit			(535,628	)			(403,737	)
Total stockholders’ equity			1,297,571				611,984
Total liabilities and stockholders’ equity		$	1,854,638			$	1,039,751

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

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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:		2021				2020				2019
Net loss		$	(131,891	)		$	(307,045	)		$	(64,761	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment expense			0				287,454				49,036
Depreciation and amortization expense			123,866				113,693				122,503
Equity in income of joint ventures			(16,747	)			(13,589	)			(9,639	)
Stock-based compensation expense			54,162				0				0
Changes in fair value of investments			(511	)			0				0
Elimination of unrealized profit on sales to joint ventures			174				2,085				3,558
Debt issuance expense			5,166				0				0
Gain on disposal of assets			(1,000	)			(10,085	)			0
Deferred taxes			(737	)			(20,596	)			(18,296	)
Unrealized foreign exchange			1,407				2,106				337
Changes in assets and liabilities:
Accounts receivable, net			(20,256	)			38,486				(24,172	)
Inventories			906				2,780				(6,797	)
Other assets			12,683				532				(1,966	)
Accounts payable and accrued liabilities			5,371				(25,161	)			18,892
Other liabilities			(5,981	)			7,150				1,119
Income taxes, net			(2,056	)			(4,241	)			3,548
Dividends received from joint ventures			4,058				3,646				3,128
Other			(12,470	)			(6,824	)			4,719
Net cash provided by operating activities			16,144				70,391				81,209
Cash flows from investing activities:
Capital expenditures			(81,511	)			(112,387	)			(104,062	)
Cash and cash equivalents and restricted cash acquired in the Merger			189,739				-				-
Proceeds from disposal of assets			3,818				15,614				10
Payment for acquisition of business, net of cash acquired			-				-				(47,882	)
Net cash provided by (used in) investing activities			112,046				(96,773	)			(151,934	)
Cash flows from financing activities:
Proceeds from release of collateral deposits			162				2,271				28,280
Repayment of financed insurance premium			(227	)			0				0
Payments of loan issuance and other transaction costs			(5,123	)			(1,095	)			(3,036	)
Payment of withholding taxes on stock-based compensation plans			(818	)			0				0
Repayments of finance leases			(1,170	)			(1,801	)			(3,322	)
Net cash provided by (used in) financing activities			(7,176	)			(625	)			21,922
Effect of exchange rate changes on cash and cash equivalents			(1,876	)			631				566
Net increase (decrease) to cash and cash equivalents and restricted cash			119,138				(26,376	)			(48,237	)
Cash and cash equivalents and restricted cash at beginning of year			120,709				147,085				195,322
Cash and cash equivalents and restricted cash at end of year		$	239,847			$	120,709			$	147,085

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

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FRANK’S INTERNATIONAL N.V.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
			December 31,
			2020						2019
Assets
Current assets:
Cash and cash equivalents			$	209,575					$	195,383
Restricted cash			1,672						1,357
Short-term investments			2,252						0
Accounts receivables, net			110,607						166,694
Inventories, net			81,718						78,829
Assets held for sale			2,939						13,795
Other current assets			7,744						10,360
Total current assets			416,507						466,418
Property, plant and equipment, net			272,707						328,432
Goodwill			42,785						99,932
Intangible assets, net			7,897						16,971
Deferred tax assets, net			18,030						16,590
Operating lease right-of-use assets			28,116						32,585
Other assets			30,859						33,237
Total assets			$	816,901					$	994,165
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities			$	99,986					$	120,321
Current portion of operating lease liabilities			7,832						7,925
Deferred revenue			586						657
Other current liabilities			1,674						0
Total current liabilities			110,078						128,903
Deferred tax liabilities			1,548						2,923
Non-current operating lease liabilities			21,208						24,969
Other non-current liabilities			22,818						27,076
Total liabilities			155,652						183,871
Commitments and contingencies (Note 16)			0						0
Stockholders’ equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 228,806,301 and 227,000,507 shares issued and 226,324,559 and 225,510,650 shares outstanding			2,866						2,846
Additional paid-in capital			1,087,733						1,075,809
Accumulated deficit			(377,346)						(220,805)
Accumulated other comprehensive loss			(31,966)						(30,298)
Treasury stock (at cost), 2,481,742 and 1,489,857 shares			(20,038)						(17,258)
Total stockholders’ equity			661,249						810,294
Total liabilities and equity			$	816,901					$	994,165

EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Stockholders’ Equity

(in thousands)

																						Accumulated
																		Additional				other								Total
		Common stock								Treasury								paid-in				comprehensive				Accumulated				Stockholders’
		Shares				Value				Stock				Warrants				capital				income (loss)				deficit				Equity
Balance at January 1, 2019			70,890			$	585			$	0			$	10,530			$	1,006,100			$	6,695			$	(31,078	)		$	992,832
Net loss			-				0				0				0				0				0				(64,761	)			(64,761	)
Other comprehensive loss			-				0				0				0				0				(3,521	)			0				(3,521	)
Balance at December 31, 2019			70,890			$	585			$	0			$	10,530			$	1,006,100			$	3,174			$	(95,839	)		$	924,550
Adoption of ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”)			-				0				0				0				0				0				(853	)			(853	)
Net loss			-				0				0				0				0				0				(307,045	)			(307,045	)
Other comprehensive loss			-				0				0				0				0				(4,668	)			0				(4,668	)
Balance at December 31, 2020			70,890			$	585			$	0			$	10,530			$	1,006,100			$	(1,494	)		$	(403,737	)		$	611,984
Net loss			-				0				0				0				0				0				(131,891	)			(131,891	)
Other comprehensive income			-				0				0				0				0				21,852				0				21,852
Stock-based compensation expense			-				0				0				0				54,162				0				0				54,162
Common shares issued upon vesting of share-based awards			741				16				0				0				(16	)			0				0				0
Treasury shares withheld			(554	)			0				(818	)			0				0				0				0				(818	)
Cancellation of Legacy Expro common stock			-				(585	)			0				0				585				0				0				0
Cancellation of warrants			-				0				0				(10,530	)		��	10,530				0				0				0
Merger			38,066				7,828				(21,967	)			0				756,421				0				0				742,282
Balance at December 31, 2021			109,143			$	7,844			$	(22,785	)		$	0			$	1,827,782			$	20,358			$	(535,628	)		$	1,297,571

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

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,
			2020						2019						2018
Revenue:
Services			$	328,457					$	473,538					$	416,781
Products			61,901						106,382						105,712
Total revenue			390,358						579,920						522,493
Operating expenses:
Cost of revenue, exclusive of depreciation and amortization
Services			264,680						338,325						302,880
Products			47,399						78,666						76,183
General and administrative expenses			82,257						120,444						126,638
Depreciation and amortization			70,169						92,800						111,292
Goodwill impairment			57,146						111,108						0
Severance and other charges (credits), net			33,023						50,430						(310)
(Gain) loss on disposal of assets			(1,424)						1,037						(1,309)
Operating loss			(162,892)						(212,890)						(92,881)
Other income (expense):
Tax receivable agreement (“TRA”) related adjustments			0						220						(1,359)
Other income, net			2,090						1,103						2,047
Interest income, net			712						2,265						4,243
Mergers and acquisition expense			0						0						(58)
Foreign currency loss			(211)						(2,233)						(5,675)
Total other income (expense)			2,591						1,355						(802)
Loss before income taxes			(160,301)						(211,535)						(93,683)
Income tax expense (benefit)			(4,081)						23,794						(2,950)
Net loss			$	(156,220)					$	(235,329)					$	(90,733)
Loss per common share:
Basic and diluted			$	(0.69)					$	(1.05)					$	(0.41)
Weighted average common shares outstanding:
Basic and diluted			226,042						225,159						223,999

EXPRO GROUP HOLDINGS N.V.

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

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Notes to the Consolidated Financial Statements

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FRANK’S INTERNATIONAL N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
			Year Ended December 31,
			2020						2019						2018
Net loss			$	(156,220)					$	(235,329)					$	(90,733)
Other comprehensive income (loss):
Foreign currency translation adjustments			(1,668)						404						(1,452)
Marketable securities:
Unrealized gain on marketable securities			0						0						86
Total other comprehensive income (loss)			(1,668)						404						(1,366)
Comprehensive loss			$	(157,888)					$	(234,925)					$	(92,099)

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, 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)						—						—						—						0
Common shares issued for employee stock purchase plan (“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						—						0
Equity-based compensation expense			—						—						11,280						—						—						—						11,280
Common shares issued upon vesting of share-based awards			1,134						13						(13)						—						—						—						0
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
Cumulative effect of accounting change			—						—						—						(321)						—						—						(321)
Net loss			—						—						—						(156,220)						—						—						(156,220)
Foreign currency translation adjustments			—						—						—						—						(1,668)						—						(1,668)
Equity-based compensation expense			—						—						11,010						—						—						—						11,010
Common shares issued upon vesting of share-based awards			1,464						16						(16)						—						—						—						0
Common shares issued for ESPP			341						4						930						—						—						—						934
Treasury shares withheld			(421)						—						—						—						—						(1,282)						(1,282)
Share repurchase program			(570)						—						—						—						—						(1,498)						(1,498)
Balances at December 31, 2020			226,325						$	2,866					$	1,087,733					$	(377,346)					$	(31,966)					$	(20,038)					$	661,249

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,
			2020						2019						2018
Cash flows from operating activities
Net loss			$	(156,220)					$	(235,329)					$	(90,733)
Adjustments to reconcile net loss to cash from operating activities
Depreciation and amortization			70,169						92,800						111,292
Equity-based compensation expense			11,010						11,280						10,621
Goodwill impairment			57,146						111,108						0
Loss on asset impairments and retirements			21,225						40,686						0
Amortization of deferred financing costs			388						371						58
Deferred tax provision (benefit)			(625)						727						(14,634)
Provision for bad debts			938						1,281						159
(Gain) loss on disposal of assets			(1,424)						1,037						(1,309)
Changes in fair value of investments			(1,106)						(2,747)						1,199
Unrealized (gain) loss on derivative instruments			0						222						(386)
Other			(64)						(1,522)						843
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable			54,707						22,152						(63,654)
Inventories			(1,573)						(10,694)						(2,917)
Other current assets			4,437						856						4,581
Other assets			848						(1,285)						258
Accounts payable and accrued liabilities			(16,787)						(3,937)						15,310
Deferred revenue			(74)						545						(354)
Other noncurrent liabilities			(3,344)						(503)						(2,978)
Net cash provided by (used in) operating activities			39,651						27,048						(32,644)
Cash flows from investing activities
Purchase of property, plant and equipment and intangibles			(28,473)						(36,942)						(19,734)
Purchase of property, plant and equipment from related parties			0						0						(36,737)
Proceeds from sale of assets and equipment			8,319						791						7,089
Purchase of investments			(2,252)						(20,122)						(84,040)
Proceeds from sale of investments			2,832						46,739						143,825
Other			(460)						(512)						0
Net cash provided by (used in) investing activities			(20,034)						(10,046)						10,403
Cash flows from financing activities
Repayments of borrowings			(236)						(5,627)						(5,892)
Deferred financing costs			0						(184)						(1,733)
Treasury shares withheld			(1,282)						(1,886)						(1,636)
Treasury share repurchase			(1,498)						0						0
Proceeds from the issuance of ESPP shares			934						1,752						1,315
Net cash used in financing activities			(2,082)						(5,945)						(7,946)
Effect of exchange rate changes on cash			(3,028)						(529)						3,384
Net increase (decrease) in cash, cash equivalents and restricted cash			14,507						10,528						(26,803)
Cash, cash equivalents and restricted cash at beginning of period			196,740						186,212						213,015
Cash, cash equivalents and restricted cash at end of period			$	211,247					$	196,740					$	186,212

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

 

1.Business description

On March 10, 2021, Frank’s International N.V. (“FINV”Frank’s”), a and New Eagle Holdings Limited, an exempted company limited liability company organizedby shares incorporated under the laws of the Netherlands, isCayman Islands and a global providerdirect wholly owned subsidiary of highly engineered tubular services, tubular fabricationFrank’s (“Merger Sub”), entered into an Agreement and specialty well construction and well intervention solutions toPlan of Merger (the “Merger Agreement”) with Expro Group Holdings International Limited (“Legacy Expro”), an exempted company limited by shares incorporated under 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.

The impactlaws of the Coronavirus Disease 2019 (“COVID-19”) pandemicCayman Islands, providing for the merger of Legacy Expro with and related economic, businessinto Merger Sub in an all-stock transaction, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of Frank’s (the “Merger”). The Merger closed on October 1, 2021 (the “Closing Date”), and market disruptions is evolving rapidly, and its future effects are uncertain.Frank's was renamed to Expro Group Holdings N.V. (the “Company”). The actual impactMerger was accounted for using the acquisition method of these recent developments on our business will depend on many factors, manyaccounting with Legacy Expro being identified as the accounting acquirer. The consolidated financial statements of which are beyond management's control and knowledge. It is therefore difficult for management to assess or predict with accuracy the broad future effects of this health crisis onCompany reflect the global economy, the energy industry or the Company. As additional information becomes available, events or circumstances change and strategic operational decisions are made by management, further adjustments may be required which could have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows.flows of only Legacy Expro for all periods prior to the Merger and of the combined company (including activities of Frank’s) for all periods subsequent to the Merger. 

Further, the supervisory board of directors of Frank’s unanimously approved a 1-for-6 reverse stock split of Frank’s common stock, which was affected on October 1, 2021. All of the outstanding share numbers, nominal value, share prices and per share amounts in these consolidated financial statements have been retroactively adjusted to reflect the Exchange Ratio (as defined below) and the 1-for-6 reverse stock split for all periods presented, as applicable. 

Pursuant to the Merger Agreement, as of the effective time of the Merger (the “Effective Time”), each outstanding ordinary share of common stock, par value $0.01 per share, of Legacy Expro was converted into the right to receive 1.2120 shares of common stock, nominal value €0.06 per share, of the Company (“Company Common Stock”). The number of shares of Company Common Stock received by the Legacy Expro shareholders was equal to 7.2720 (the “Exchange Ratio” as provided in the Merger Agreement) multiplied by the 1-for-6 reverse stock split ratio. Further, pursuant to the Merger Agreement, at the Effective Time, the articles of association of the Company (the “Company Articles”) were amended to increase the total authorized capital stock of the Company from 798,096,000 shares of Company Common Stock to 1,200,000,000 shares of Company Common Stock (200,000,000 shares of Company Common Stock on a post-reverse split basis) and to effect certain other amendments to the Company Articles contemplated by the Merger Agreement. On October 4, 2021, the first trading day following the closing of the Merger, the Company Common Stock began trading on a post-reverse split basis on the New York Stock Exchange under the new name and new ticker symbol “XPRO.”

With roots dating to 1938, the Company is a global provider of energy services with operations in approximately 60 countries. The Company’s portfolio of capabilities include products and services 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.

2.Basis of Presentation

presentation and significant accounting policies

Basis of presentation

The consolidated financial statements of FINV for the years ended December 31, 2020, 2019Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

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

Basis of consolidation

The consolidated financial statements reflect the accounts of the Company and 2018 include the activities of Frank’s International C.V. (“FICV”), Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (collectively, “Company,” “we,” “us” and “our”).its subsidiaries. All intercompany accountsbalances and transactions, including unrealized profits arising from them, have been eliminated for purposes of preparing these consolidated financial statements. Investments in which we do not have a controlling interest, but over which we do exercise significant influence, are accounted for under the equity method of accounting.

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Our accompanying consolidated financial statements and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). In the opinion of management, these consolidated financial statements reflect all adjustments consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented.

    The consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar.

    Reclassifications

    Certain prior-year amounts have been reclassified to conformNotes to the current year’s presentation. These reclassifications had no impact on our net income (loss), working capital, cash flows or total equity previously reported.Consolidated Financial Statements

Significant Accounting Policies

Accounting Estimates

    The preparation

Use of estimates

Preparation of the 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.

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable

Revenue recognition

We estimate current expected credit losses on our accounts receivablerecognize 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 the combined component in accordance with the ASU 2014-09 with recognition over time.

Revenue from the sale of goods is generally recognized at the point in time when the control has passed onto the customer which generally coincides with delivery and installation, where applicable.

We also recognize revenue for “bill and hold” sales, associated with certain product sales, once the following criteria have been met: (1) there is a substantive reason for the arrangement, (2) the product is identified as the customer’s asset, (3) the product is ready for delivery to the customer, and (4) we cannot use the product or direct it to another customer.

Where contractual arrangements contain multiple performance obligations, we analyze each reporting date. We estimate current expected credit lossesperformance 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 relative selling prices and is recognized on satisfaction of each distinct performance obligation. Further, a small number of our credit loss history, adjustedcontracts contain penalty provisions for current factors including global economiclate delivery and business conditions, oilinstallation of equipment, downtime or other equipment functionality. These penalties are typically percentage reductions in the total arrangement consideration, capped at a certain amount, or a reduction in the on-going service fee and natural gas industry and market conditions and customer mix. Losses are charged againstassessed as variable consideration in the allowance whencontract.

Revenue is recognized to depict the customer accounts are determinedtransfer of promised services or goods to customers in an amount that reflects the consideration to which the Company expects to be uncollectible. This process involves judgment and estimation, and accordingly, our results can be affected by adjustments to the allowance due to actual write-offs that differentitled in exchange for those services or goods. We do not include tax amounts collected from estimated amounts.

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 balancescustomers 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 reported in the consolidated balance sheets and consolidated statements of cash flowssales transactions as cash, cash equivalents and restricted cash at December 31, 2020 and December 31, 2019 were as follows (in thousands):

			December 31,						December 31,
			2020						2019
Cash and cash equivalents			$	209,575					$	195,383
Restricted cash			1,672						1,357
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows			$	211,247					$	196,740

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 changes in the cash surrender value of life insurance policies was $1.1 million, $2.7 million and $(1.2) million for the years ended December 31, 2020, 2019 and 2018, respectively.

Comprehensive Income

    Accounting standards on reporting comprehensive income require that certain items, including foreign currency translation adjustments be presented as components of comprehensive income. The cumulative amounts recognized by us under these standards are reflected in the consolidated balance sheet as accumulated other comprehensive loss, a component of stockholders’ equity.

Contingencies

    Certain conditions may exist asrevenue.

Foreign currency transactions

The functional currency of all our subsidiaries is the date our consolidated financial statements are issued that may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management, with input from legal counsel, assesses such contingent liabilities, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings pending against us or unasserted claims that may result in proceedings, our management, with input from legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    If the assessment of a contingency indicates it is probable a material loss has been incurred and the amount of liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

    Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

    Derivative Financial Instruments

    When we deem appropriate, we use foreign currency forward derivative contracts to mitigate the risk of fluctuations in foreign currency exchange rates. We use these instruments to mitigate our exposure to non-local currency working capital. We do not hold or issue financial instruments for trading or other speculative purposes. We account for our derivative activities under the provisions of accounting guidance for derivatives and hedging. Derivatives are recognized on the consolidated balance sheet at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our consolidated statements of operations.

Income (Loss) Per Share

    Basic income (loss) per share excludes dilution and is computed by dividing net income (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.

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 9—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 more than 60 countries and are subject to domestic and numerous foreign taxing jurisdictions. Determination of taxable income in any jurisdiction requires the interpretation of the related tax laws and regulations and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions, and tax credits. Changes in tax laws, regulations or agreements in each taxing jurisdiction could have an impact on the amount of income taxes that we provide during any given year.

Our tax filings for various periods are subject to audit by the tax authorities in most jurisdictions in which we operate, and these assessments can result in additional taxes. Estimating the outcome of audits and assessments by the tax authorities involves uncertainty. We review the facts of each case and apply judgments and assumptions to determine the most likely outcome and we provide for taxes, interest and penalties on this basis.

In line with U.S. GAAP, we recognize the effects of a tax position in the consolidated financial statements when it is more likely than not that, based on the technical merits, some level of tax benefit related to a tax position will be sustained upon audit by tax authorities.

Cash, cash equivalents and restricted cash

We consider all highly liquid instruments with original maturities of three months or less at the time of purchase to be cash equivalents. Restricted cash primarily relates to bank deposits which have been pledged as cash collateral for certain guarantees issued by various banks or minimum cash balances which must be maintained in accordance with contractual arrangements.

Accounts receivable, net

Accounts receivable represents customer transactions that have been invoiced as of the balance sheet date and unbilled receivables relating to customer transactions that have not yet been invoiced as of the balance sheet date. The carrying value of our receivables, net of expected credit losses, represents the estimated net realizable value. We have an extensive global customer base comprised of a large number of international oil companies, national oil companies, independent exploration and production companies and service partners that operate in all major oil and gas locations around the world. We estimate reserves for expected credit losses using information about past events, current conditions and risk characteristics of customers, and reasonable and supportable forecasts relevant to assessing risk associated with the collectability of accounts and unbilled receivables. Past-due receivables are written off when our internal collection efforts have been unsuccessful.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost comprises direct materials and where applicable, direct labor costs and overheads that have been incurred in bringing the inventories to their current location and condition which are calculated using the average cost method.

We regularly evaluate the quantities and values of our inventories in light of current market conditions, market trends and other factors, and record inventory write-downs as appropriate. This evaluation considers historical usage, expected demand, product obsolescence and other factors. Market conditions are subject to change, and actual consumption of our inventory could differ from expected demand.

Impairment of long-lived assets

We assess long-lived assets, including our property, plant and equipment, for impairment whenever events or changes in business circumstances arise that may indicate that the carrying amount of our long-lived assets may not be recoverable. These events and changes can include significant current period operating losses or negative cash flows associated with the use of a long-lived asset, or group of assets, combined with a history of such factors, significant changes in the manner of use of the assets, and current expectations that it is more likely than not that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. When impairment indicators are present, we compare undiscounted future cash flows, including the eventual disposition of the asset group at market value, to the asset group’s carrying value to determine if the asset group is recoverable. If the carrying values are in excess of undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset or asset group to its carrying value. Fair value is generally determined by considering (i) internally developed discounted projected cash flow analysis of the asset or asset group, (ii) third-party valuations, and/or (iii) information available regarding the current market for similar assets. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, an impairment equal to the difference is recorded in the period that the impairment indicator occurs. Estimating future cash flows requires significant judgment, and projections may vary from the cash flows eventually realized, which could impact our ability to accurately assess whether an asset has been impaired.

We consider a long-lived asset to be abandoned after we have ceased use of such asset and we have no intent to use or re-purpose the asset in the future.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Cost includes the price paid to acquire or construct the asset, required installation costs, interest capitalized during the construction period and any expenditure that substantially adds to the value of the asset, substantially upgrades the assets for an enhanced use or substantially extends the useful life of an existing asset. We expense costs related to the routine repair and maintenance of property, plant and equipment at the time we incur them. We capitalize interest as part of the cost of acquiring or constructing certain assets, to the extent incurred, during the period of time required to place the property, plant and equipment into service.

When properties or equipment are sold, retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the books and the resulting gain or loss is recognized on the consolidated statements of operations.

We begin depreciation for such assets, including any related capitalized interest, once an asset is placed into operational service. We consider an asset to be placed into operational service when the asset is both in the location and condition for its intended use. We compute depreciation expense, with the exception of land, using the straight-line method on a net cost basis over the estimated useful lives of the assets, as presented in the table below.

Land improvement	-	12 years
Buildings	-	Up to 40 years
Leased property, including leasehold buildings	-	over the lesser of the remaining useful life or period of the lease
Plant and equipment	-	2 to 12 years

Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

For property, plant and equipment that has been placed into service, but is subsequently idled, we continue to record depreciation expense during the idle period. We adjust the estimated useful lives of the idled assets if the estimated useful lives have changed.

Goodwill

Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than itsit’s carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 itsit’s 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.

During the first quarter of 2020, as a result of the decline in oil prices due to the ongoing COVID-19 pandemic and the Organization of Petroleum Exporting Countries and Russia price war in early 2020, we identified a triggering event that indicated the fair value of goodwill within our Cementing Equipment reporting unit was less than its carrying value. Based on the results of our goodwill impairment test as of March 31, 2020, we recorded a $57.1 million impairment charge to goodwill, which is included in goodwill impairment on the consolidated statements of operations. Our goodwill impairment assessment as of October 31, 2020, did not identify a triggering event that indicates the fair values of our reporting units were less than their carrying values.

    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, the terminal growth rate 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 March 31, 2020 discounted 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 $4.3 million.

    NaN goodwill impairment was recorded for year ended December 31, 2018. At December 31, 2020, goodwill is allocated to our reportable segments as follows: Cementing Equipment - approximately $24.1 million; Tubular Running Services - approximately $18.7 million. See Note 9—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 17 —Severance and Other Charges (Credits), net for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes

    We operate under many legal forms in approximately 40 countries. As a result, we are subject to many U.S. and non-U.S. 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.

    The following table provides information related to our intangible assets as of December 31, 2020 and 2019 (in thousands):

			December 31, 2020																		December 31, 2019
			Gross Carrying Amount						Accumulated Amortization						Total						Gross Carrying Amount						Accumulated Amortization						Total
Customer relationships			$	28,300					$	(26,324)					$	1,976					$	32,890					$	(23,946)					$	8,944
Intellectual property			13,860						(7,939)						5,921						14,029						(6,002)						8,027
Total intangible assets			$	42,160					$	(34,263)					$	7,897					$	46,919					$	(29,948)					$	16,971

Our intangible assets are primarily associated with trademarks, customer relationships and contracts (“CR&C”), technology, and software. 

Investments in joint ventures

We use the equity method of accounting for our Cementing Equipment segment. Amortization expenseequity 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 carried on the consolidated balance sheets at cost plus post-acquisition changes in our share of net income, less dividends received and less any impairments. Our consolidated statements of operations reflect our share of income from the joint ventures’ results after tax. Any goodwill arising on the acquisition of a joint venture, representing the excess of the cost of the investment compared to the Company’s share of the net fair value of the acquired identifiable net assets, is included in the carrying amount of the joint venture and is not amortized.

The Company evaluates its investments in joint ventures for intangibles assets was $4.4 million, $10.8 million and $10.8 million forpotential impairment whenever events or changes in circumstances indicate that there may be a loss in the years ended December 31, 2020, 2019 and 2018, respectively. During the first quartervalue of 2020, theeach investment that is other than temporary.

The results of the Company's testjoint 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 goodwillunrealized 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 Cementing Equipment segment asprincipal 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 result offair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the negative market indicators was a triggering event that indicated that our intangible assetsextent to which inputs used in this segment were impaired. Impairment testing performedmeasuring fair value are observable in the first quarter resulted in the determination that certain intangible assets were not recoverable and that the estimatedmarket. Each fair value was below the carrying value. As a result, during the year ended December 31, 2020, impairment chargesis reported in one of $4.7 million were recorded associated with certain customer relationships and intellectual property intangible assets in our Cementing Equipment segment, which are included in severance and other charges (credits), net on the

three levels:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

consolidated statements

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Level 1 – Valuation techniques in which all significant inputs are unadjusted quoted market prices from active markets for identical assets or liabilities being measured;

Level 2 – Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques; and

Level 3 – Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect our own assumptions about the assumptions that market participants would use to price an asset or liability.

When available, we use quoted market prices to determine the fair value of operations. Duringan asset or liability. We determine the year ended December 31, 2019,policies and procedures for both recurring fair value measurements and non-recurring fair value measurements, such as impairment chargestests.

At each reporting date, we analyze the movements in the values of $3.3 million were recorded associated with certain customer relationshipsassets and intellectual property intangibleliabilities which are required to be remeasured or reassessed as per our accounting policies.

For the purpose of fair value disclosures, we have determined classes of assets in our Cementing Equipment and Tubular Running Services segments. NaN intangible asset impairment was recorded duringliabilities based on the year ended December 31, 2018.

    As of December 31, 2020, estimated amortization expense for our remaining intangible assets for eachnature, characteristics and risks of the next five years wasasset or liability and the level of the fair value hierarchy as follows (in thousands):

Period			Amount
2021			$	3,718
2022			677
2023			665
2024			606
2025			604
Thereafter			1,627
Total			$	7,897

    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 service is either capitalized and included in equipment or expensed based upon our capitalization policies. We determine reserves for our inventories based on historical usage of inventory on-hand, assumptions about future demand and market conditions, and estimates about potential alternative uses, which are limited. Please see Note 17—Severance and Other Charges (Credits), net for additional information.

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.

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 $65.8 million, $82.0 million and $100.5 million for the years ended December 31, 2020, 2019 and 2018, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    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 as 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 October 1, 2021, 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.

    Short‑term investments

        Short‑term investments consists of commercial paper classified as held-to-maturity. These investments had original maturities of greater than three months but less than twelve months.

Stock-Based Compensation

    Our 2013Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated, provides for the granting of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), dividend equivalent rights and other types of equity and cash incentive awards to employees, non-employeenonemployee directors and service providers.

Stock-based compensation expense is measured at the grant date of the share-based awards based on their fair value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in cost of revenue and general and administrative 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.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

In October 2018, Legacy Expro established the Expro Group Holdings International Limited 2018 Management Incentive Plan (the “Management Incentive Plan”) which was comprised of the following stock-based compensation awards: (a) stock options to non-executive directors and key management personnel and (b) restricted stock units, each of which were assumed by the Company in connection with the Merger. Due to the Merger, the Company recorded stock-based compensation expense based on the fair value on the Closing Date to the extent each award was fully vested. Compensation expense associated with those awards that have a requisite service period remaining as of the Closing Date will be recognized on a straight-line basis over the remaining requisite service period based on the Closing Date fair value.

Research and development

Research and development costs are expensed as incurred and relate to spending for new product development and innovation and includes internal engineering, materials and third-party costs. We incurred $6.7 million, $10.4 million and $14.4 million of research and development costs for the years ended December 31, 2021, 2020 and 2019, respectively, which are included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations.

Income (loss) per share

Basic income (loss) per share excludes dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock.

Recent accounting pronouncements

Accounting Pronouncements

guidance adopted

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) 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. 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In June 2016, August 2018, the FASB issued new accounting guidanceused ASU2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for credit losses onDefined Benefit Plans, which required the following additional disclosures in the 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. statements.

●

The weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates;

●

An explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period;

●

The projected benefit obligation and fair value of plan assets for plans with projected benefit obligations in excess of plan assets; and

●

The accumulated benefit obligation and fair value of plan assets for plans with accumulated benefit obligations in excess of plan assets.

We adopted the guidance on January 1, 2020, and the2021. The adoption of this guidance resulted in additional disclosures related to our defined benefit pension obligations, however it did not have a materialany impact on our consolidatedresults of operations, financial statements. The new credit loss standard is expectedcondition or liquidity.

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EXPRO GROUP HOLDINGS N.V.

Notes to accelerate recognitionthe Consolidated Financial Statements

3.Business combinations and dispositions

Frank’s International N.V.

As discussed in Note 1, the Merger of credit lossesFrank’s with Legacy Expro pursuant to the Merger Agreement was completed on our accounts receivable. See Note 3—Accounts Receivable, net for additional information regarding allowance for credit losses on our accounts receivable.

In February 2016,October 1, 2021. U.S. GAAP requires 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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Notes to the Consolidated Financial Statements

The following table sets forth the preliminary 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):

		Amount
Cash and cash equivalents		$	187,178
Restricted cash			2,561
Accounts receivables, net			112,234
Inventories			69,567
Assets held for sale			10,061
Income tax receivables			2,030
Other current assets			23,908
Property, plant and equipment			212,639
Goodwill			154,399
Intangible assets			104,791
Operating lease right-of-use assets			27,406
Other assets			20,494
Total assets			927,268
Accounts payable and accrued liabilities			81,959
Operating lease liabilities			8,344
Current income tax liabilities			8,932
Other current liabilities			19,918
Deferred tax liabilities			5,673
Non-current operating lease liabilities			19,607
Other non-current liabilities			40,553
Total Liabilities			184,986
Total Merger Consideration Exchanged		$	742,282

Due to the recency and complexity of the Merger, these amounts are preliminary and subject to change as our fair value assessments are finalized. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation table above. The fair values of 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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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 asset year ended December 31, 2021 and (2)2020, the rightCompany incurred $47.6 million and $1.6 million of merger and integration expense, 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
Costs expensed during the year		$	2,864			$	4,117			$	612			$	1,171			$	7,238			$	16,002
Payments made during the year			(807	)			(1,615	)			(188	)			(554	)			(623	)			(3,787	)
Balance at December 31, 2021		$	2,057			$	2,502			$	424			$	617			$	6,615			$	12,215

Sale of assets

On November 13, 2020, Legacy Expro entered into an agreement to transfer, sell and 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.

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.

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 13 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, 2020						December 31, 2019
Assets
Operating lease assets						Operating lease right-of-use assets						$	28,116					$	32,585
Liabilities
Current
Operating						Current portion of operating lease liabilities						7,832						7,925
Noncurrent
Operating						Non-current operating lease liabilities						21,208						24,969
Total lease liabilities												$	29,040					$	32,894

    Our short-term lease expense NaN contingent consideration was $3.9recognized during the year ended December 31, 2020. Legacy Expro recognized a gain of $10.1 million for the year ended December 31, 2020 net of the carrying value of the assets transferred of $4.4 million and $3.6costs directly attributable to the sale of $1.0 million. As of December 31, 2021, the conditions upon which the earn-out consideration was contingent were met. As a result, the Company recognized a gain of $1.0 million for the year ended December 31, 2019.

2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

						Year Ended						Year Ended
Long-term Lease Cost (in thousands)						December 31, 2020						December 31, 2019
Operating lease cost (a)						$	10,202					$	11,674
Sublease income						$	(273)					$	(533)

EXPRO GROUP HOLDINGS N.V.

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

						Year Ended						Year Ended
Other Information (in thousands)						December 31, 2020						December 31, 2019
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases						$	11,880					$	10,750
Right-of-use assets obtained in an exchange for lease obligations
Operating leases						$	5,814					$	7,393

Lease Term and Discount Rate

December 31, 2020

December 31, 2019

Weighted average remaining lease term (years)

Operating leases

5.54

6.06

Weighted average discount rate

Operating leases

13.29%

10.47%

Maturity of Operating Lease Liabilities (in thousands)						December 31, 2020
2021						$	10,378
2022						8,475
2023						6,367
2024						3,985
2025						2,957
Thereafter						7,834
Total lease payments						39,996
Less: interest						10,956
Present value of lease liabilities						$	29,040

Note 3—Accounts Receivable, net

    Accounts receivable at December 31, 2020 and 2019 were as follows (in thousands):

			December 31,
			2020						2019
Trade accounts receivable, net of allowance for credit losses of $3,857 and $5,129, respectively			$	65,684					$	101,718
Unbilled receivables			26,215						43,422
Taxes receivable			14,292						18,516
Affiliated (1)			549						549
Other receivables			3,867						2,489
Total accounts receivable, net			$	110,607					$	166,694

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2020, $2.7 million was written off against the allowance for credit losses. As of December 31, 2020, 35% and 11% of our net trade receivables were from customers in the United States and Saudi Arabia, respectively. As of December 31, 2019, 42% of our net trade receivables were from customers in the United States. No other country accounted for more than 10% of our net trade receivables at these dates.

Note 4—Inventories, net

    Inventories at December 31, 2020 and 2019 were as follows (in thousands):

			December 31,
			2020						2019
Pipe and connectors, net of allowance of $16,819 and $18,287, respectively			$	22,642					$	21,779
Finished goods, net of allowance of $84 and $485, respectively			22,715						25,628
Work in progress			1,730						3,663
Raw materials, components and supplies			34,631						27,759
Total inventories, net			$	81,718					$	78,829

Note 5—Property, Plant and Equipment

    The following is a summary of property, plant and equipment at December 31, 2020 and 2019 (in thousands):

									December 31,
			Estimated Useful Lives in Years						2020						2019
Land			—						$	30,869					$	30,724
Land improvements			8-15						7,620						7,193
Buildings and improvements			13-39						121,105						116,182
Rental machinery and equipment			2-7						897,398						882,979
Machinery and equipment - other			7						54,842						60,182
Furniture, fixtures and computers			3-5						16,928						17,251
Automobiles and other vehicles			5						25,948						28,734
Leasehold improvements			7-15,or lease term if shorter						12,773						14,258
Construction in progress - machinery and equipment			—						24,381						46,564
									1,191,864						1,204,067
Less: Accumulated depreciation									(919,157)						(875,635)
Total property, plant and equipment, net									$	272,707					$	328,432

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    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 second quarter of 2019, we sold a building classified as held for sale for $0.2 million and recorded an immaterial loss. 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, we sold a building classified as held for sale for $0.3 million and recorded an immaterial loss. Also 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 second quarter of 2020, we sold a building classified as held for sale for $5.4 million and recorded a gain of $0.6 million. During the third quarter of 2020, we determined a building no longer met the held for sale criteria, and reclassified the fair value of $5.3 million from assets held for sale to property, plant and equipment on our consolidated balance sheets. During the fourth quarter of 2020, we sold a building classified as held for sale for $0.7 million and recorded an immaterial gain.

During the year ended December 31, 2020, we recorded fixed asset impairment charges of $15.7 million primarily associated with construction in progress in our Cementing Equipment segment, which is included in severance and other charges (credits), net on our consolidated statements of operations. During the first quarter of 2020, the results of the Company's test for impairment of goodwill in the Cementing Equipment segment as a result of negative market indicators was a triggering event that indicated that our long-lived tangible assets in this segment were impaired. Impairment testing performed in the first quarter resulted in the determination that certain long-lived assets were not recoverable and that the estimated fair value was below the carrying value. During the year ended December 31, 2019, we recorded fixed asset impairment charges of $32.9 million primarily associated with construction in progress in our Tubular Running Service segment, which is included in severance and other charges (credits), net on our consolidated statement of operations. NaN impairments were recognized during the year ended December 31, 2018. Please see Note 17—Severance and Other Charges (Credits), net in these 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, 2020, 2019 and 2018 (in thousands):

			December 31,
						2020						2019						2018
Cost of revenue
Services						$	63,511					$	80,072					$	93,280
Products						701						1,511						4,354
General and administrative expenses						5,957						11,217						13,658
Total						$	70,169					$	92,800					$	111,292

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6—Other Assets

    Other assets at December 31, 2020 and 2019 consisted of the following (in thousands):

			December 31,
			2020						2019
Cash surrender value of life insurance policies (1)			$	26,167					$	27,313
Deposits			2,182						2,119
Other			2,510						3,805
Total other assets			$	30,859					$	33,237

(1)See Note 9—Fair Value Measurements for additional information.

Note 7— Accounts Payable and Accrued Liabilities

    Accounts payable and accrued liabilities at December 31, 2020 and 2019, consisted of the following (in thousands):

			December 31,
			2020						2019
Accounts payable			$	22,277					$	16,793
Accrued compensation			23,212						23,988
Accrued property and other taxes			14,420						20,099
Accrued severance and other charges			2,666						5,837
Income taxes			16,029						19,166
Affiliated (1)			2,513						1,694
Accrued purchase orders and other			18,869						32,744
Total accounts payable and accrued liabilities			$	99,986					$	120,321

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

Note 8—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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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 2 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 30 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, 2020, FINV had 0 borrowings outstanding under the ABL Credit Facility, letters of credit outstanding of $10.3 million and availability of $24.2 million.

Note 9—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:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

•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 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, 2020 2021 and 2019,2020, 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, 2020
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan			$	0					$	26,167					$	0					$	26,167
Marketable securities - other			3						0						0						3
Liabilities:
Deferred compensation plan			0						20,271						0						20,271

December 31, 2019
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan			$	0					$	27,313					$	0					$	27,313
Marketable securities - other			8						0						0						8
Liabilities:
Derivative financial instruments			0						324						0						324
Deferred compensation plan			0						23,251						0						23,251

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

		December 31, 2021
		Level 1				Level 2				Level 3				Total
Assets:
Investments:
Cash surrender value of life insurance policies-
Deferred compensation plan		$	0			$	18,857			$	0			$	18,857
Non-current accounts receivable, net			0				11,531				0				11,531
Liabilities:
Deferred compensation plan			0				9,339				0				9,339
Finance lease liabilities			0				16,919				0				16,919

		December 31, 2020
		Level 1				Level 2				Level 3				Total
Assets:
Non-current accounts receivable, net		$	0			$	11,321			$	0			$	11,321
Liabilities:
Finance lease liabilities			0				18,194				0				18,194

Our investments associated with our deferred compensation plan at December 31, 2021 consist primarily of the cash surrender value of life insurance policies and is included in other assets on the consolidated balance sheets. The liability associated with

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

our deferred compensation plan at December 31, 2021 is included in other liabilities on the consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-partythird-party broker statements, which are derived from the fair value of the funds’ 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 on the consolidated balance sheets.

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EXPRO GROUP HOLDINGS N.V.

    Assets and Liabilities Measured at Fair Value on a

Notes to the Consolidated Financial Statements

Non-recurring Basis

We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations and assets identified as held for sale, as well as impairment related to goodwill and other long-lived assets. For business combinations, 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, terminal growth ratesimpairment 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.

NaN impairment expense was recognized during the year ended December 31, 2021. The following table presents total amount of impairment expense recognized during the years ended December 31, 2020 and 2019 (in thousands):

		2020				2019
Goodwill		$	191,893			$	26,422
Intangible assets, net			60,394				17,901
Property, plant and equipment, net			19,993				4,713
Operating lease right-of-use assets			15,174				0
Total		$	287,454			$	49,036

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    Other Fair Value Considerations

Notes to the Consolidated Financial Statements

Goodwill

As of October 31, 2021, our annual testing date, we performed a qualitative assessment of our goodwill and determined there were no events or circumstances that indicated it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Accordingly, 0 impairment expense related to goodwill has been recorded during the year ended December 31, 2021.

In March 2020, the Company observed a material increase in macro-economic uncertainty and a material decrease in oil and gas prices as a result of a combination of factors, including the substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the Organization of Petroleum Exporting Countries and other oil producing nations regarding limits on production. As a result, customers significantly decreased capital budgets and other spending, which significantly impacted our global outlook for the industry. We determined that these events constituted a triggering event that required us to perform a quantitative goodwill impairment assessment as of March 31, 2020 (“Testing Date”) and to review the recoverability of all our long-lived assets.

We used the income approach to estimate the fair value of our reporting units, but also considered the market approach to validate the results. The carrying valuesincome approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using an estimated discount rate, or expected return, that a marketplace participant would have required as of the valuation date. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results and involves significant judgment in the selection of the appropriate peer group companies and valuation multiples.

Under the income approach, we utilized third-party valuation advisors to assist us with these valuations. These analyses included significant judgment, including significant Level 3 assumptions related to management’s short-term and long-term forecast of operating performance, discount rates based on our consolidated balance sheetsestimated weighted average cost of capital, revenue growth rates, profitability margins and capital expenditures.

Our interim quantitative impairment test in 2020 determined the carrying value of certain of our reporting units exceeded their estimated fair value as of the Testing Date, which resulted in goodwill impairment expense of $191.9 million. Our annual quantitative impairment test in 2020 determined no further impairment to goodwill was to be recorded. Our annual quantitative impairment test in 2019 determined the carrying value of certain of our reporting units exceeded their estimated fair value as of the Testing Date, which resulted in goodwill impairment expense of $26.4 million. After recording of the impairment expense, the carrying value of certain of our impaired reporting units equaled their fair value whereas the estimated fair values of other reporting units was more than their carrying values.

Long-lived Assets

The Company did not identify any indicators of impairment related to our long-lived assets during the year ended December 31, 2021. In reviewing the recoverability of our long-lived assets during 2020 and 2019, we identified certain of our long-lived assets which exceeded their respective fair values and certain of our long-lived assets which were deemed to be no longer useable. As a result, during 2020 we recorded impairment expense of $20.0 million, $60.4 million and $15.2 million relating to our property, plant and equipment, intangible assets and operating lease right-of-use assets, respectively, and during 2019, we recorded impairment expense of $4.7 million and $17.9 million relating to our property, plant and equipment and intangible assets, respectively.

Financial Instruments

The estimated fair values of the Company’s financial instruments have been determined at discrete points in time based on relevant market information. The Company’s financial instruments consist of cash and cash equivalents, short-term investments, traderestricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities and 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.

Note 10— Derivatives

    From time to time we enter into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our consolidated balance sheets. Although the derivative contracts will serve as an economic hedgeshort-term nature of the cash flow of our currency exchange risk exposure, they are items. The Company does not

have any outstanding borrowings on its interest-bearing loans.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

formally designated

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

5.Business segment reporting

Operating segments are defined as hedge contractscomponents of an enterprise for hedge accounting treatment. Accordingly, any changeswhich separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), which is our Chief Executive Officer, in the fair valuedeciding how to allocate resources and assess performance. Our operations are comprised of the derivative instruments during a period will be included in4 operating segments which also represent our consolidated statements of operations.

    We had no foreign currency derivative contracts outstandingreporting segments and are aligned with our geographic regions as of December 31, 2020. As of December 31, 2019, 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

    The following table summarizes the location and fair value amounts of all derivative contracts in the consolidated balance sheets as of December 31, 2020 and 2019 (in thousands):

Derivatives not designated as Hedging Instruments						Consolidated Balance Sheet Location						December 31, 2020						December 31, 2019
Foreign currency contracts						Accounts payable and accrued liabilities						$	0					$	(324)

    The following table summarize the location and amounts of the unrealized and realized gains and losses on derivative contracts in the consolidated statements of operations as of December 31, 2020, 2019 and 2018 (in thousands):

Derivatives not designated as Hedging Instruments						Location of gain (loss) recognized in income on derivative contracts						December 31, 2020						December 31, 2019						December 31, 2018
Unrealized gain (loss) on foreign currency contracts						Other income, net						$	0					$	(222)					$	386
Realized gain on foreign currency contracts						Other income, net						1,475						320						1,661
Total net gain on foreign currency contracts												$	1,475					$	98					$	2,047

    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.

below:

●

North and Latin America (“NLA”),

●

Europe and Sub-Saharan Africa (“ESSA”),

●

Middle East and North Africa (“MENA”), and

●

Asia-Pacific (“APAC”).

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

		Year Ended December 31,
		2021				2020				2019
NLA		$	193,156			$	115,738			$	174,058
ESSA			300,557				219,534				256,790
MENA			171,136				194,033				237,065
APAC			160,913				145,721				142,151
Total		$	825,762			$	675,026			$	810,064

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Notes to the gross and net fair valuesConsolidated Financial Statements

Segment EBITDA

Our CODM regularly evaluates the performance of our derivativesoperating segments using Segment EBITDA, which we define as loss before income taxes adjusted for corporate costs, equity in income of joint ventures, depreciation and amortization expense, impairment expense, severance and other expense, gain on disposal of assets, foreign exchange losses, merger and integration expense, other income, interest and finance expense, net and stock-based compensation expense.

The following table presents our Segment EBITDA disaggregated by our operating segments and reconciliation to loss before income taxes (in thousands):

		Year Ended December 31,
		2021				2020				2019
NLA		$	32,254			$	54			$	15,031
ESSA			53,336				35,393				45,358
MENA			56,312				77,296				86,043
APAC			33,444				34,976				28,762
Total Segment EBITDA			175,346				147,719				175,194
Corporate costs			(66,153	)			(61,122	)			(67,498	)
Equity in income of joint ventures			16,747				13,589				9,639
Depreciation and amortization expense			(123,866	)			(113,693	)			(122,503	)
Impairment expense			0				(287,454	)			(49,036	)
Severance and other expense			(7,826	)			(13,930	)			(4,444	)
Stock-based compensation expense			(54,162	)			0				0
Gain on disposal of assets			1,000				10,085				0
Foreign exchange losses			(4,314	)			(2,261	)			(4,176	)
Merger and integration expense			(47,593	)			(1,630	)			0
Other income, net			3,992				3,908				226
Interest and finance expense, net			(8,795	)			(5,656	)			(3,300	)
Loss before income taxes		$	(115,624	)		$	(310,445	)		$	(65,898	)

Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments, including research, engineering and development, logistics, sales and marketing and health and safety and are not attributable to a particular operating segment.

We are a Netherlands based company and we derive our revenue from services and product sales to customers primarily in the oil and gas industry. NaN single customer accounted for more than 10% of our revenue for the year ended December 31, 2021. One customer in our MENA operating segment accounted for 16% and 14% of our consolidated revenue for the years ended December 31, 2020 and 2019, respectively. The revenue generated in the Netherlands was immaterial for the years ended December 31, 2021, 2020 and 2019. Other than Norway, no individual country represented more than 10% of our revenue for the year ended December 31, 2021. Other than Algeria, no individual country represented more than 10% of our revenue for the year ended December 31, 2020. Other than Algeria and the U.S., no individual country represented more than 10% of our revenue for the year ended December 31, 2019.

The following table presents total assets by geographic region and assets held centrally. Assets held centrally includes certain property plant and equipment, investments in joint ventures, collateral deposits, income tax related balances, corporate cash and cash equivalents, accounts receivable and other current and non-current assets, which are not included in the measure of segment assets reviewed by the CODM:

		December 31,
		2021				2020
NLA		$	561,482			$	97,738
ESSA			370,638				221,683
MENA			358,465				284,635
APAC			231,087				173,688
Assets held centrally			332,966				262,007
Total		$	1,854,638			$	1,039,751

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Notes to the Consolidated Financial Statements

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

		Year Ended December 31,
		2021				2020
NLA		$	6,426			$	10,800
ESSA			11,151				35,421
MENA			14,553				37,000
APAC			19,958				16,413
Assets held centrally			29,423				12,753
Total		$	81,511			$	112,387

						Derivative Asset Positions												Derivative Liability Positions
						December 31,												December 31,
						2020						2019						2020						2019
Gross position - asset / (liability)						$	0					$	127					$	0					$	(451)
Netting adjustment						0						(127)						0						127
Net position - asset / (liability)						$	0					$	0					$	0					$	(324)

6.Revenue

Disaggregation of revenue

We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 5 above, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Additionally, we disaggregate our revenue into areas of capability.

The following table sets forth the total amount of revenue by areas of capability as follows (in thousands):

		Year Ended December 31,
		2021				2020				2019
Well construction		$	112,126			$	0			$	0
Well management			713,636				675,026				810,064
Total		$	825,762			$	675,026			$	810,064

Contract balances

We perform our obligations under contracts with our customers by transferring services and products in exchange for consideration. The timing of our performance often differs from the timing of our customers’ payments, which results in the recognition of receivables and deferred revenue.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

Note 11—Related Party Transactions

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

    We have engaged

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 accounts receivable upon billing. Deferred revenue represents the Company’s obligations to transfer goods or services to customers for which the Company has received consideration, in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilitiesfull or part, from these affiliated companies. Rent expense associated with our related party leases was $2.7the customer.

Contract balances consisted of the following as of December 31, 2021 and December 31, 2020 (in thousands):

		December 31,
		2021				2020
Accounts receivable, net		$	236,158			$	159,421
Unbilled receivable		$	94,659			$	45,500
Deferred revenue		$	17,038			$	29,063

The Company recognized revenue of $15.4 million, $2.7$6.3 million and $6.5$8.9 million for the years ended December 31, 2021, 2020 2019 and 2018, respectively. 2019, respectively, out of the deferred revenue balance as of the beginning of the applicable year. As of December 31, 2020, $3.62021, $15.7 million of our operating lease right-of-use assetsdeferred revenue was classified as current and $5.0 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 price 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 following the Closing Date, the parties will continue to have certain rights and obligations under the terms of the agreements by which some of the purchased properties were acquired by the Mosing Companies at the time of our IPO. We made improvements on the purchased properties during the lease period, and the purchase price was calculated excluding the value of those improvements. As of the purchase close, we no longer lease the acquired properties from the Mosing Companies.

    Tax Receivable Agreement

    Mosing Holdings and its permitted transferees converted all of their shares of Preferred Stock into shares of our common stock on August 26, 2016, in connection with their delivery to FINV of all of their interests in FICV (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 the Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The TRA that we entered into with FICV and Mosing Holdings in connection with our IPO generally provides for the payment by FINV to Mosing Holdings of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that FINV actually realizes (or is 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 FINV 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, if any. Payments FINV makes 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 specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in FINV.

    The estimation of the amount 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 FINV’s actual tax liability to the amount FINV would have been required to pay had it 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 FINV generates in the future. As of December 31, 2020, FINV has had 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    The payment obligations under the TRA are FINV’s 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 is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control), and FINV makes the termination payment specified by the TRA. If FINV elects to terminate the TRA early, which it may do in its sole discretion (or if it terminates early 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 the tax attributes subject to the TRA), 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 any cash tax savings from the tax benefits to which the payment relates. 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, 2020, the estimated termination payment would be approximately $68.0 million (calculated using a discount rate of 4.45%). 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 12—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,
			2020						2019						2018
Numerator
Net loss			$	(156,220)					$	(235,329)					$	(90,733)
Denominator
Basic and diluted weighted average common shares (1)			226,042						225,159						223,999
Loss per common share:
Basic and diluted			$	(0.69)					$	(1.05)					$	(0.41)

(1)			Approximate number of shares of unvested restricted stock units and stock to be issued pursuant to the ESPP that 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.						1,048						737						922

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13—Stock-Based Compensation

2013 Long-Term Incentive Plan

    Under our 2013 Long-Term Incentive Plan (the “LTIP”), stock options, SARs, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our board of directors terminates the plan. There are 20,000,000 shares of common stock reserved for issuance under the LTIP. As of December 31, 2020, 9,031,242 shares remained available for issuance.

Restricted Stock Units

    Upon completion of the IPO and pursuant to the LTIP, we began granting restricted stock units. All RSUs granted under the LTIP vest ratably over a period of one to three years. Our treasury stock primarily consists of shares that were withheld from employees to settle personal tax obligations that arose as a result of restricted stock units that vested. Certain restricted stock unit awards provide for accelerated vesting for qualifying terminations of employment or service.

    Employees granted RSUs are not entitled to dividends declared on the underlying shares while the restricted stock unit 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, 2020, 2019 and 2018 was $9.9 million, $11.4 million and $9.5 million, respectively. Compensation expense is recognized ratably over the vesting period. Forfeitures are recorded as they occur.

    Stock-based compensation expense relating to RSUs for the years ended December 31, 2020, 2019 and 2018 was $8.0 million, $8.7 million and $8.9 million, respectively. The total fair value of RSUs vested during the years ended December 31, 2020, 2019 and 2018 was $9.6 million, $7.1 million and $6.7 million, respectively. Unamortized stock compensation expense as of December 31, 2020, relating to RSUs totaled approximately $9.0 million, which will be expensed over a weighted average period of 1.3 years.

Non-vested RSUs outstanding as of December 31, 2020 and the changes during the year were as follows:

			Number of Shares						Weighted Average Grant Date Fair Value
Non-vested at December 31, 2019			2,460,800						$	6.65
Granted			2,928,737						3.38
Vested			(1,465,069)						6.58
Forfeited			(325,569)						4.95
Non-vested at December 31, 2020			3,598,899						$	4.18

    Performance Restricted Stock Units

    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’s shareholders and thereby further motivate the executive leadership team to create sustained value to FINV shareholders. The design of the PRSU grants effectuates this purpose by placing a material amount of incentive compensation for each executive at risk by offering an extraordinary reward for the attainment of extraordinary results. Design features of the PRSU grant that in furtherance of this purpose include the following: (1) The vesting of the PRSUs is based on total shareholder

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 performance is calculated separately with respect to 3 separate one-year achievement periods included in the three-year Performance Period, resulting in a weighted average payout at the end of the three-year Performance Period. The TSR calculation will assume reinvestment of dividends. (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 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; and 200% of the Target Level if the Company achieves a rank in the 90th percentile and above (the maximum level). (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 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 2020, we granted PRSUs with a fair value of $3.0 million or 676,615 units (“Target Level”). The performance period for these grants is the three year period from January 1, 2020 to December 31, 2022 (“Performance Period”), but with separate one-year achievement periods from January 1, 2020 to December 31, 2020, January 1, 2021 to December 31, 2021, and January 1, 2022 to December 31, 2022, resulting in a weighted average payout at the end of the Performance Period.

    The weighted average assumptions for the PRSUs granted in 2020 are as follows:

			2020
Total expected term (in years)			2.87
Expected volatility			46.2%
Risk-free interest rate			1.36%
Correlation range			17.4% to 82.9%

    In 2019, we granted 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 period from January 1, 2019 to December 31, 2021 (“Performance Period”), but with separate one-year achievement periods from January 1, 2019 to December 31, 2019, January 1, 2020 to December 31, 2020, and January 1, 2021 to December 31, 2021, resulting in a weighted average payout at the end of the Performance Period.

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

			2019
Expected term (in years)			2.86
Expected volatility			43.5%
Risk-free interest rate			2.48%
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,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

    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 for the years ended December 31, 2020, 2019 and 2018 was $2.6 million, $2.0 million and $1.2 million, respectively. The total fair value of PRSUs vested during the year ended December 31, 2020, was $1.5 million. There were 0 PRSU vestings during the years ended December 31, 2019 and 2018. Unamortized stock compensation expense as of December 31, 2020, relating to PRSUs totaled approximately $3.4 million, which will be expensed over a weighted average period of 1.75 years.

    Non-vested PRSUs outstanding as of December 31, 2020, and the changes during the year were as follows:

			Number of Shares						Weighted Average Grant Date Fair Value
Non-vested at December 31, 2019			788,833						$	8.13
Granted			676,615						4.40
Vested			(163,750)						9.04
Forfeited			(14,611)						7.79
Non-vested at December 31, 2020			1,287,087						$	5.96

    Employee Stock Purchase Plan

    Under the Frank’s International N.V. 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 million shares of our common stock for issuance under the ESPP, of which 1.8 million shares were available for issuance as of December 31, 2020. Shares issued to our employees under the ESPP totaled 340,950 in 2020 and 389,284 shares in 2019. For the years ended December 31, 2020, 2019 and 2018, we recognized $0.4 million, $0.6 million and $0.5 million of compensation expense related to stock purchased under the ESPP, respectively.

    In January 2020, we issued 125,893 shares of our common stock to our employees under this plan to satisfy the employee purchase period from July 1, 2019 to December 31, 2019, which increased our common stock outstanding.

    In July 2020, we issued 215,057 shares of our common stock to our employees under this plan to satisfy the employee purchase period from January 1, 2020 to June 30, 2020, which increased our common stock outstanding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14—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. Prior to May 21, 2020, we matched 100% of the first 3% of eligible compensation an employee contributed to the Plan up to the annual allowable IRS limit. Additionally, the Company provided a 50% match on any employee contributions between 4% to 6% of eligible compensation. Effective May 21, 2020, the Safe Harbor Matching Contribution was eliminated. Our matching contributions to the Plan totaled $2.2 million, $5.0 million and $4.5 million for the years ended December 31, 2020, 2019 and 2018, 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 6—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 the years ended December 31, 2020 and 2019. The total liability recorded at December 31, 2020 and 2019, related to the EDC Plan was $20.3 million and $23.3 million, respectively, and was included in other noncurrent liabilities“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.

Note 15—Income Taxes

    Loss before income taxes was comprised

Transaction price allocated to remaining performance obligations

Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. We have elected the 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 following for the periods indicated (in thousands):

			Year Ended December 31,
			2020						2019						2018
United States			$	(154,144)					$	(225,653)					$	(85,342)
Foreign			(6,157)						14,118						(8,341)
Loss before income taxes			$	(160,301)					$	(211,535)					$	(93,683)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

performance completed to date.

 

7.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

The components of income tax expense (benefit) consistfor the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):

		Year Ended December 31,
		2021				2020				2019
Current tax:
Netherlands (2020 and 2019: U.K.)		$	216			$	(707	)		$	0
Foreign			16,777				17,883				17,160
Total current tax			16,993				17,176				17,160
Deferred tax:
Netherlands (2020 and 2019: U.K.)			0				0				0
Foreign			(726	)			(20,576	)			(18,297	)
Total deferred tax			(726	)			(20,576	)			(18,297	)
Income tax expense (benefit)		$	16,267			$	(3,400	)		$	(1,137	)

Following the closing of the following for Merger on October 1, 2021, the periods indicated (in thousands):

			Year Ended December 31,
			2020						2019						2018
Current
U.S. federal			$	(17,582)					$	0					$	0
U.S. state and local			0						209						7
Foreign			12,876						21,975						11,677
Total current			(4,706)						22,184						11,684
Deferred
U.S. federal			(2,515)						444						0
Foreign			3,140						1,166						(14,634)
Total deferred			625						1,610						(14,634)
Total income tax expense (benefit)			$	(4,081)					$	23,794					$	(2,950)

The variance in effective tax rates compared to prior periods is due primarilydomicile of the Company changed from the U.K. to the beneficial impact in the current year of provisions from the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which allows corporations with net operating losses (“NOLs”) incurred in 2018, 2019 and 2020 to carry back such NOLs to each of the five years preceding the year of the NOL, beginning with the earliest year in which there is taxable income, and claim an income tax refund in the applicable carryback year.Netherlands. As a result of this change in domicile due to the NOL carryback provision in the CARES Act, we were able to recognize anMerger, income tax refundexpense (benefit) is split between the Netherlands and foreign tax jurisdictions for the year ended December 31, 2021 and between the U.K. and foreign tax jurisdictions for the year ended December 31,2020 and 2019.

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Table of $17.5 million which was receivedContents

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The Netherland, U.K. and foreign components of loss from continuing operations before income taxes and equity in income of joint ventures for the third quarter of 2020.

years ended December 31, 2021, 2020 and 2019 were as follows (in thousands):

		Year Ended December 31,
		2021				2020				2019
Netherlands (2020 and 2019: U.K.)		$	(19,190	)		$	22,819			$	33,071
Foreign			(113,181	)			(346,853	)			(108,608	)
Total		$	(132,371	)		$	(324,034	)		$	(75,537	)

A reconciliation of the differences between the income tax provision computed at the 21% U.S.Netherlands statutory rate in effect at of 25% for the year ended December 31, 2021 and the U.K. statutory rate of 19% for the years ended December 31, 2020 and the reported provision for income2019 to loss from continuing operations before taxes and equity in joint ventures for the periods indicated is as followsreasons below (in thousands):

			Year Ended December 31,
			2020						2019						2018
Income tax benefit at statutory rate			$	(33,663)					$	(44,422)					$	(19,673)
Branch profits tax			(8,015)						(12,129)						(4,267)
State taxes, net of federal benefit			(3,206)						154						(27)
Restricted stock units tax shortfall			1,695						405						1,025
Taxes on foreign earnings at higher rates			11,399						14,427						13,095
Effect of tax rate change			0						0						(2,929)
Effect of moving activity to higher tax rate jurisdiction			0						0						(14,620)
Management fee charged to international operations			4,848						3,455						1,515
Increase in valuation allowances			34,005						37,802						22,892
Goodwill impairment			(1,406)						25,677						0
Return-to-provision adjustments			(2,299)						(524)						(521)
Foreign tax credit			(6,574)						(5,707)						0
Other			(865)						4,656						560
Total income tax expense (benefit)			$	(4,081)					$	23,794					$	(2,950)

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

		Year Ended December 31,
		2021				2020				2019
Statutory tax rate			25	%			19	%			19	%
Income tax expense at statutory rate		$	(33,093	)		$	(61,566	)		$	(14,352	)
Permanent differences			14,123				122,815				10,322
Effect of overseas tax rates			10,583				(1,754	)			(4,961	)
Net tax charge related to attributes with full valuation allowance			28,607				(71,259	)			12,769
Exempt dividends from joint ventures			(1,014	)			14				0
Return to provision adjustments			(5,001	)			6,150				(6,446	)
Withholding taxes			1,995				984				876
Foreign exchange movements on tax balances			67				1,216				655
Income tax expense (benefit)		$	16,267			$	(3,400	)		$	(1,137	)
Effective tax rate			-12.3	%			1.0	%			1.5	%

Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse. A valuation allowance is recorded when it is not more likely than not that some or all the benefit from the deferred tax asset will be realized.     

Significant

The primary components of our deferred tax assets and liabilities areas of December 31, 2021 and 2020 were as follows (in thousands):

		December 31,
		2021				2020
Deferred tax assets:
Net operating loss carry forwards		$	731,315			$	484,695
Employee compensation and benefits			12,958				7,767
Depreciation			44,253				24,759
Other			34,734				19,987
Investment in partnership			51,890				0
Intangibles			22,980				0
Valuation allowance			(829,087	)			(512,711	)
Total deferred tax assets			69,043				24,497
Deferred tax liabilities:
Depreciation			(1,935	)			(6,565	)
Goodwill and other intangibles			(42,784	)			(40,054	)
Investment in partnership			(48,856	)			0
Other			(7,212	)			(4,695	)
Total deferred tax liabilities			(100,787	)			(51,314	)
Net deferred tax liabilities		$	(31,744	)		$	(26,817	)

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			December 31,
			2020						2019
Deferred tax assets
Foreign net operating loss			$	23,744					$	17,121
U.S. net operating loss			105,802						104,105
Research and development credit			1,156						1,016
Foreign tax credit carryover			2,322						422
Intangibles			17,536						9,365
Inventory			2,615						2,280
Property and equipment			22,565						16,161
Investment in partnership			48,973						24,372
Other			913						1,442
Valuation allowance			(168,174)						(130,010)
Total deferred tax assets			57,452						46,274
Deferred tax liabilities
Investment in partnership			(40,970)						(23,728)
Property and equipment			0						(1,253)
Goodwill			0						(7,297)
Other			0						(329)
Total deferred liabilities			(40,970)						(32,607)
Net deferred tax assets			$	16,482					$	13,667

EXPRO GROUP HOLDINGS N.V.

    As of December 31, 2020, we have income tax NOL carryforwards relatedNotes to both our U.S. and non-U.S. operations of approximately $476 million. In addition, we have research and development tax credit carryforwards of approximately $1.2 million. The ultimate utilizationthe Consolidated Financial Statements

We recognize a valuation allowance where it is more likely than not that some or all of the NOLs and research and development credits depend ondeferred 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 jurisdiction. Theseassets are initially recognized. At December 31, 2021, we have maintained a valuation allowance with respect to substantially all U.S. foreign tax attributes expirecredit carryforwards as well as certain net operating loss carryforwards for various jurisdictions.

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

Year of Expiration						U.S. NOLs						Foreign NOLs						R&D Credits
2021 - 2025						$	0					$	21,230					$	0
2026 - 2030						0						5,648						0
2031 - 2039						168,163						335						1,156
Does not expire						209,702						70,668						0
						$	377,865					$	97,881					$	1,156

		Year Ended December 31
		2021				2020				2019
Balance at the beginning of the period		$	512,711			$	443,398			$	507,159
Additions attributable to the Merger			187,319				0				0
Additions not attributable to the Merger			160,299				72,025				312
Reductions			(31,242	)			(2,712	)			(64,073	)
Balance at end of period		$	829,087			$	512,711			$	443,398

As of December 31, 2021, the Company had approximately $664 million of U.S. operating losses of which $567 million will start to expire in 2036, and the balance does not expire. The valuation allowance on our deferred tax asset positions increased from $130.0Company also has approximately $1,840.3 million to $168.2and $127.7 million during 2020 as a result of accumulated tax losses in both the U.S.U.K. and various foreign tax jurisdictions. We evaluated all available evidence and determined that it is more likely than Norway respectively which do not that these losses will not be utilized.

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FRANK’S INTERNATIONAL N.V.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expire.

It is our intention that all cash and earnings of our subsidiaries as of December 31, 2020,2021, are permanently reinvested and will be used to meet operating cash flow needs. Existing plans do not demonstrate a need to repatriate foreign cash to fund parent company activity, however, should we determine that parent company funding is required, we estimate that any such cash needs may be met without adverse tax consequences.

A reconciliation

We have performed an analysis of unrecognized tax benefits as of December 31, 2020 is as follows (in thousands):

			2020
Balance at December 31, 2019			$	342
Increase from positions taken in prior periods			20,327
Increase from positions taken in current period			7,012
Settlements			(527)
Balance at December 31, 2020			$	27,154

    Approximately $3 million of the uncertain tax positions if recognized in the future, would impactvarious 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 effectiveestimates.

The Company is subject to income taxation in many jurisdictions around the world. The following table presents the changes in our uncertain tax rate. positions as of December 31, 2021 and 2020 (in thousands):

		Year ended December 31
		2021				2020
Balance at the beginning of the period		$	35,377			$	32,515
Additions attributable to the Merger			40,144				0
Additions based on tax positions related to current period not attributable to the Merger			5,774				2,182
Additions for tax positions of prior year period not attributable to the Merger			5,094				1,787
Settlements with tax authorities			(2,370	)			(665	)
Reductions for tax positions of prior years			(5,138	)			(763	)
Reductions due to the lapse of statute of limitations			(2,094	)			(188	)
Effect of changes in foreign exchange rates			(673	)			509
Balance at the end of the period		$	76,114			$	35,377

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The amounts above include penalties and interest of $4.2 million and $1.7 million for the years ended December 31, 2021 and 2020, respectively. We classify penalties and interest relating to uncertain tax positions within income tax (expense) benefit in the consolidated statements of operations. 

Approximately $24.1$30.1 million of our reserveunrecognized tax benefit relates to certain deductions and would only impact our rate if we were subsequently able to utilize operating loss carry-forwards. We have elected to classify interest and penalties incurred on income taxes as income tax expense. We do not foresee resolution of these positions in the coming twelve12 months.

We have recognized uncertain tax positions of approximately $46.0 million and $35.4 million as of December 31, 2021 and 2020, respectively, included in “Other non-current liabilities” on the consolidated balance sheets. 

We file income tax returns in the U.S.Netherlands and in various internationalother foreign jurisdictions in respect of the Company's subsidiaries. In all cases we are no longer subject to income tax jurisdictions. Asexamination by tax authorities for years prior to 2009. Tax filings of our subsidiaries, branches and related entities are routinely examined in the normal course of business by the relevant tax authorities. We believe that there are no jurisdictions in which the outcome of unresolved issues is likely to be material to our results of operations, financial position or cash flows.

8.Investment in joint ventures

We have investments in two joint ventures, which together provide us access to certain Asian markets that otherwise would be challenging for us to penetrate or develop effectively on our own. COSL - Expro Testing Services (Tianjin) Co. Ltd (“CETS”), in which we have a 50% equity interest, has extensive offshore well testing and completions capabilities and a reputation for providing technology-driven solutions in China. Similarly, PV Drilling Expro International Co. Ltd. (“PVD-Expro”) in which we have a 49% equity interest, offers the full suite of the Company’s products and services, including well testing and completions, in Vietnam. Both of these are strategic to our activities and offer the full capabilities and technology of the Company, but each company is independently managed.

The carrying value of our investment in joint ventures as of December 31, 2021 and 2020 was as follows (in thousands):

		December 31,
		2021				2020
CETS		$	54,014			$	41,504
PVD-Expro			3,590				3,584
Total		$	57,604			$	45,088

9.Accounts receivable, net

Accounts receivable, net consisted of the following as of December 31, 2021 and 2020 (in thousands):

		December 31,
		2021				2020
Accounts receivable		$	340,209			$	211,838
Less: Expected credit losses			(9,392	)			(6,917	)
Total		$	330,817			$	204,921
Current			319,286				193,600
Non – current			11,531				11,321
Total		$	330,817			$	204,921

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

The movement of expected credit losses for the years ended December 31, 2021, 2020 and 2019 was as follows (in thousands):

		Year Ended December 31,
		2021				2020				2019
Balance at beginning of year		$	6,917			$	6,313			$	6,315
Additions - Acquired in the Merger			992				0				0
Additions - Charged to expense			1,527				965				571
Deductions			(44	)			(361	)			(573	)
Balance at end of year		$	9,392			$	6,917			$	6,313

10.Inventories

Inventories consisted of the following as of December 31, 2021 and 2020 (in thousands):

		December 31,
		2021				2020
Finished goods		$	34,899			$	0
Raw materials, equipment spares and consumables			76,025				42,995
Work-in progress			14,192				10,364
Total		$	125,116			$	53,359

11.Other assets and liabilities

Other assets consisted of the following as of December 31, 2021 and 2020 (in thousands):

		December 31,
		2021				2020
Cash surrender value of life insurance policies		$	18,857			$	0
Prepayments			19,891				17,824
Value-added tax receivables			22,524				19,213
Collateral deposits			1,599				1,761
Deposits			7,331				3,286
Other			9,197				2,621
Total		$	79,399			$	44,705
Current			52,938				39,957
Non – current			26,461				4,748
Total		$	79,399			$	44,705

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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, 2021 and 2020 (in thousands):

		December 31,
		2021				2020
Deferred revenue		$	17,038			$	29,063
Other tax and social security			27,893				16,830
Income tax liabilities - non-current portion			45,741				35,377
Deferred compensation plan			9,339				0
Other			49,739				20,999
Total		$	149,750			$	102,269
Current			74,213				59,043
Non – current			75,537				43,226
Total		$	149,750			$	102,269

Cash Surrender Value of Life Insurance Policies

At December 31, 2021, we had $18.9 million of cash surrender value of life insurance policies that are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations. Gains associated with these policies are included in other income, net on our consolidated statements of operations. Gain on changes in the cash surrender value of life insurance policies was $0.5 million for the year ended December 31, 2021.

12.Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consisted of the following as of December 31, 2021 and 2020 (in thousands):

		December 31,
		2021				2020
Accounts payable – trade		$	84,952			$	63,855
Payroll, vacation and other employee benefits			42,671				22,345
Accruals for goods received not invoiced			18,666				6,655
Other accrued liabilities			66,863				43,387
Total		$	213,152			$	136,242

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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, 2021 and 2020 (in thousands):

		December 31,
		2021				2020
Cost:
Land		$	21,580			$	3,379
Land improvement			3,054				0
Buildings and lease hold improvements			104,660				30,513
Plant and equipment			701,400				519,866
			830,694				553,758
Less: accumulated depreciation			(352,114	)			(259,035	)
Total		$	478,580			$	294,723

The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of December 31, 2021 and 2020 and included in amounts above is as follows (in thousands):

		December 31,
		2021				2020
Cost:
Buildings		$	18,623			$	18,932
Plant and equipment			1,275				1,520
			19,898				20,452
Less: accumulated amortization			(7,733	)			(6,674	)
Total		$	12,165			$	13,778

Depreciation expense related to property, plant and equipment, including assets under finance leases, was $95.8 million, $85.4 million and $88.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

NaN impairment expense related to property, plant and equipment was recognized for the year ended December 31, 2021. We recognized impairment expense related to property, plant and equipment of $20.0 million and $4.7 million for the years ended December 31, 2020 and 2019 respectively, which are included in “Impairment expense” on our U.S. tax returns remain openconsolidated statement of operations. Refer to examinationNote 4 “Fair value measurements” for further details.

During the three months ended December 31, 2021, a building classified as assets held for sale was sold for $3.8 million. 

14.Intangible assets, net

The following table summarizes our intangible assets comprising of Customer Relationships & Contracts (“CR&C”), Trademarks, Technology and Software as of December 31, 2021 and 2020 (in thousands):

		December 31, 2021												December 31, 2020												December 31, 2021
						Accumulated												Accumulated								Weighted
		Gross				impairment								Gross				impairment								average
		carrying				and				Net book				carrying				and				Net book				remaining
		amount				amortization				value				amount				amortization				value				life (years)
CR&C		$	222,200			$	(98,271	)		$	123,929			$	215,200			$	(78,846	)		$	136,354				6.3
Trademarks			57,100				(29,392	)			27,708				40,100				(27,137	)			12,963				8.4
Technology			159,458				(60,979	)			98,479				79,538				(56,635	)			22,903				13.3
Software			8,754				(5,817	)			2,937				7,387				(6,439	)			948				0.7
Total		$	447,512			$	(194,459	)		$	253,053			$	342,225			$	(169,057	)		$	173,168				9.3

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Amortization expense for intangible assets was $28.1 million, $28.2 million and $34.5 million for the tax years 2016 through ended December 31, 2021, 2020 and 2019, respectively.

The following table summarizes the intangible assets which were acquired pursuant to the Merger (in thousands):

		Acquired Fair Value				Weighted average life
CR&C		$	7,000				10.0
Trademarks			17,000				10.0
Technology			79,920				15.0
Software			871				1.0
Total		$	104,791				13.7

NaN impairment expense associated with our intangible assets was recognized during the year ended December 31, 2021. We recognized impairment expense associated with our intangible assets of $60.4 million and $17.9 million for the years ended December 31, 2020 and 2019, respectively, which is included in “Impairment expense” in our consolidated statement of operations. Refer to Note 4 “Fair value measurements” for further details.

The following table summarizes our intangible asset impairment expense by operating segment for the years ended December 31, 2020 and 2019 (in thousands):

2020:		CR&C				Technology				Trademarks				Total
NLA		$	10,262			$	20,616			$	11,437			$	42,315
ESSA			0				6,909				4,070				10,979
APAC			0				7,100				0				7,100
Total		$	10,262			$	34,625			$	15,507			$	60,394

2019:		CR&C				Technology				Trademarks				Total
NLA		$	0			$	3,809			$	0			$	3,809
ESSA			7,760				4,712				1,620				14,092
Total		$	7,760			$	8,521			$	1,620			$	17,901

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Expected future intangible asset amortization as of December 31, 2021 is as follows (in thousands):

Years ending December 31,
2022		$	34,691
2023			31,755
2024			31,755
2025			31,755
2026			31,755
Thereafter			91,342
Total		$	253,053

15.Goodwill

Our reporting units are either our operating segments or components of our operating segments depending on the level at which segment management oversees the business. Prior to the Merger, Legacy Expro's reporting units included Europe and the major foreign taxing jurisdictionsCommonwealth of Independent States, Sub-Saharan Africa, MENA, Asia, North America and Latin America. During 2021, due to the Merger we changed our internal organization and reporting structure and as a result, our operating segments, NLA, ESSA, MENA and APAC, are also our reporting units. The allocation of goodwill by operating segment was as follows (in thousands):

		December 31,
		2021				2020
NLA		$	93,608			$	0
ESSA			66,283				14,504
MENA			3,331				0
APAC			16,681				11,000
Total		$	179,903			$	25,504

The following table provides the gross carrying amount and cumulative impairment expense of goodwill for each operating segment as of December 31, 2021 and 2020 (in thousands):

		2021																2020
		Cost				Acquired in Merger				Accumulated impairment				Net Book Value				Cost				Additions				Accumulated impairment				Net Book Value
NLA		$	37,341			$	93,608			$	(37,341	)		$	93,608			$	37,341			$	0			$	(37,341	)		$	0
ESSA			28,982				51,779				(14,478	)			66,283				28,982				0				(14,478	)			14,504
MENA			126,383				3,331				(126,383	)			3,331				126,383				0				(126,383	)			0
APAC			51,113				5,681				(40,113	)			16,681				51,113				0				(40,113	)			11,000
Total		$	243,819			$	154,399			$	(218,315	)		$	179,903			$	243,819			$	0			$	(218,315	)		$	25,504

NaN goodwill impairment expense was recognized during the year ended December 31, 2021. We recorded goodwill impairment expense of $191.9 million and $26.4 million for the years ended December 31, 2020 and 2019, respectively. Refer to Note 4 “Fair value measurements” for further details.

The following table summarizes our goodwill impairment expense by operating segment for the years ended December 31, 2021, 2020 and 2019 (in thousands):

		Year Ended December 31,
		2021				2020				2019
NLA		$	0			$	25,397			$	11,944
ESSA			0				0				14,478
MENA			0				126,383				0
APAC			0				40,113				0
Total		$	0			$	191,893			$	26,422

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

16.Interest bearing loans

On November 5, 2018, certain subsidiaries of Frank’s entered into an asset-based revolving credit facility (the “ABL Credit Facility”) with aggregate commitments of $100.0 million secured by certain assets of the 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 bore interest at U.S. dollar LIBOR plus 3.75% and was secured by a fixed and floating charge on certain assets of some of our wholly owned subsidiaries. On October 1, 2021, following the closing of the Merger, the ABL Credit Facility and 2018 RCF were cancelled.

Concurrently with the cancelation of the ABL Credit Facility and the 2018 RCF, we entered into a new revolving credit facility (the “New Facility”) with DNB Bank ASA, London Branch, as agent, with total commitments of $200.0 million, of which we$130.0 million is available for cash drawings and $70.0 million is available for letters of credit. Subject to the terms of the New Facility, the Company has the ability to increase the commitments to $250.0 million. Proceeds of the New Facility may be used for general corporate and working capital purposes.

All obligations under the New Facility are guaranteed jointly and severally by the Company and certain of the Company’s subsidiaries incorporated in the U.S., the U.K., the Netherlands, Norway, Hungary, Australia, Cyprus, the Cayman Islands and Guernsey. Going forward, the guarantors must comprise at least 80% of the EBITDA and 70% of the consolidated assets of the Company and its subsidiaries, as well as subsidiaries individually representing 5% or more of the EBITDA or assets of the group, subject to taxcustomary exceptions and exclusions. In addition, the obligations under the New Facility are opensecured by first priority liens on certain assets of the borrowers and guarantors, including pledges of equity interests in certain of the Company’s subsidiaries, including all of the borrowers and subsidiary guarantors, material operating bank accounts, intercompany loan receivables and, in jurisdictions where customary, including the U.S., the U.K., Australia and the Cayman Islands, substantially all of the assets and property of the borrowers and guarantors incorporated in such jurisdictions, in each case subject to examinationcustomary exceptions and exclusions

Borrowings under the New Facility bear interest at a rate per annum of LIBOR, subject to a 0.00% floor, plus an applicable margin of 3.75% for cash borrowings or 3.00% for letters of credit. A 0.75% per annum fronting fee applies to letters of credit, and an additional 0.25% or 0.50% per annum utilization fee is payable on cash borrowings to the extent one-third or two-thirds, respectively, or more of commitments are drawn. The unused portion of the New Facility is subject to a commitment fee of 30% per annum of the applicable margin. Interest on loans is payable at the end of the selected interest period, but no less frequently than semiannually. The Company and its subsidiaries paid $5.1 million in customary fees and expenses in connection with the New Facility in the year ended December 31, 2021, which are included in “Interest and finance expense, net” on the consolidated statements of operations.

The New Facility contains various undertakings and affirmative and negative covenants which limit, subject to certain customary exceptions and thresholds, the Company and its subsidiaries’ ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The New Facility also requires the Company to maintain (i) a minimum cash flow cover ratio of 1.5 to 1.0 based on the ratio of cash flow to debt service, (ii) a minimum interest cover ratio of 4.0 to 1.0 based on the ratio of EBITDA to net finance charges and (iii) a maximum senior leverage ratio of 2.25 to 1.0 based on the ratio of total net debt to EBITDA, in each case tested quarterly on a last-twelve-months basis, subject to certain exceptions. In addition, the aggregate capital expenditure of the Company and its subsidiaries cannot exceed 110% of the forecasted amount in the relevant annual budget, subject to certain exceptions. If the Company fails to perform its obligations under the agreement that results in an event of default, the commitments under the New Facility could be terminated and any outstanding borrowings under the New Facility may be declared immediately due and payable. The New Facility also contains cross-default provisions that apply to the Company and its subsidiaries’ other indebtedness.

NaN drawdowns as loans have been made, however, as of December 31, 2021, we had utilized $33.4 million for bonds and guarantees.

17.Leases

We are a lessee for numerous operating leases, primarily related to real estate, transportation and equipment. The terms and conditions for these leases vary by the type of underlying asset. The vast majority of our operating leases have terms ranging between one and fifteen years, some of which include options to extend the leases, and some of which include options to terminate the leases. We include the renewal or termination options in the lease terms, when it is reasonably certain that we will exercise that option. We also lease certain real estate and equipment under finance leases. Our lease contracts generally do not provide any guaranteed residual values.

The accounting for some of our leases may require significant judgment, which includes determining whether a contract contains a lease, determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options.

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Notes to the Consolidated Financial Statements

The following tables illustrate the financial impact of our leases as of and for the tax years 2010 through 2019.ended December 31, 2021, 2020 and 2019, along with other supplemental information about our existing leases (in thousands, except years and percentages):

		Year Ended December 31,
		2021				2020				2019
Components of lease expenses:
Finance lease expense:
Amortization of right of use assets		$	967			$	1,649			$	2,243
Interest incurred on lease liabilities			2,246				2,386				2,478
Operating lease expense			21,479				19,870				24,915
Short term lease expense			54,756				56,156				66,450
Total lease expense		$	79,448			$	80,061			$	96,086

		December 31,
		2021				2020				2019
Other supplementary information (in thousands, except years and discount rates):
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases		$	25,348			$	23,134			$	24,095
Right-of-use assets obtained in an exchange for lease obligations
Operating leases		$	8,529			$	8,917			$	18,447
Weighted average remaining lease term:
Operating leases			7.3				8.5				8.7
Finance leases			11.0				11.7				11.9
Weighted average discount rate for operating leases			8.8	%			10.0	%			10.3	%
Weighted average discount rate for finance leases			13.1	%			13.5	%			13.5	%

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

As of December 31, 2021, maturity of our lease liabilities are as follows (in thousands):

		Operating				Finance
		Leases				Leases
Years ending December 31,
2022		$	26,177			$	3,291
2023			21,895				3,024
2024			16,008				2,899
2025			12,742				2,841
2026			9,585				2,841
Due after 5 years			45,205				17,372
		$	131,612			$	32,268
Less: amounts representing interest			(38,229	)			(15,349	)
Total		$	93,383			$	16,919
Short-term portion		$	19,695			$	1,147
Long-term portion			73,688				15,772
Total		$	93,383			$	16,919

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Note 16—

18.Commitments and Contingencies

contingencies

Commercial Commitments

During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties.

We entered into contractual commitments for the acquisition of property, plant and equipment totaling $26.3 million and $42.3 million as of December 31, 2021 and 2020, respectively. We also entered into purchase commitments related to inventory on an as-needed basis. As of December 31, 2021, these inventory purchase commitments were $14.2 million.

We are committed under various operating lease agreements primarily related to real estate, vehicles and certain equipment that expire at various dates throughout the next several years. Please seeRefer to Note 2—17 “Leases” for further details.

Contingencies

Certain conditions may exist as of the date our consolidated financial statements are issued that may result in these Notesa loss to Consolidated Financial Statements for additional information.

    We also have purchase commitmentsus, 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 inventorylegal 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 $26.6 million at December 31, 2020. We enter into purchase commitments as needed.

Contingencies

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 no0 material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2021 and December 31, 2020 and 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.

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the SEC, the U.S. Department of Justice (“DOJ”) and other governmental entities. It is our intent to continue to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review has not indicated that there has been any material impact on our previously filed financial statements, we have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As disclosed above, our investigation into possible violations of the FCPA remains ongoing, and we will continue to cooperate with the SEC, DOJ and other relevant governmental entities in connection therewith. At this time, we are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations.

19.Post-retirement benefits

We operate a number of post-retirement benefit plans, primarily consisting of defined contribution plans for U.S. and non-U.S. employees. We also sponsor defined benefit pension plans for certain employees located in the U.K., Norway and Indonesia. The majority of our post-retirement expense relates to defined contribution plans. The assets of the various defined benefit plans are held separately from those of the Company. Our principal retirement savings plans and pension plans are discussed below.

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Notes to the Consolidated Financial Statements

Note 17—Severance

Defined contribution plans

We offer certain retirement savings plans to U.S. and Other Charges (Credits)non-U.S. employees. These plans are managed in accordance with applicable local statutes and practices and are defined contribution plans. For U.S. employees, we offer 401k savings and investment plans as part of our employee benefits package which previously included a Safe Harbor Matching Contribution. During 2020, the Safe Harbor Matching Contribution was eliminated.

For U.K. employees, we offer the Group Personal Pension plan (“GPP”), net

    We recognize severancewhich is a portable, personal pension plan to which the employer contributes on a matching basis between a base of 4.5% and a ceiling of 6% of base salary. In addition, we offer other chargesdefined contribution plans for costs associatedour employees in the rest of the world as per local statues. Effective in 2020, the GPP for U.K. employees was temporarily modified, with workforce reductions, facility closures, exiting or reducing our footprint in certain countries, inventory and other asset impairmentsthe employer contribution matching basis ceiling being reduced to 4% of base salary from 6% of base salary and the employer contributions to the 401k savings and investment plan for our United States employees were temporarily suspended. As of December 31, 2021, these temporary reductions and suspensions were still in place.

Expense recognized in respect of these plans were $7.3 million, $6.4 million and $8.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Defined benefit plans

We offer a pension plan to certain of our U.K. employees, which qualifies as a defined benefit plan. Effective October 1, 1999, this plan was closed to new entrants. The contributions to the plan are determined by a qualified external actuary on the basis of an annual valuation.

In December 2015, the decision was taken to close the U.K. defined benefit plan (“DB Plan”) to new accruals. The status of the DB Plan’s remaining active members has changed to that of deferred members. This change affected approximately 80 employees. As deferred members, these employees will no longer accrue further benefits under the DB Plan through their service. However, benefits earned through past service are retained and will continue to increase with inflation. In addition, affected individuals were auto-enrolled in the Company’s defined contribution pension plan.

On December 28, 2020, the Company, with the written consent of the trustees, amended the DB Plan rules to introduce a new pension option for members who retire before their state pension age, a bridging pension option. Under this new option, a plan member who receives his or her pension before the later of age 65 or their state pension age can elect to have their pension temporarily increased at retirement and then reduced at the time of excess machinery and equipmentstate 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,
		2021				2020				2019
Discount rate			1.8	%			1.3	%			2.0	%
Expected return on plan assets			3.2	%			2.7	%			3.4	%
Expected rate of salary increases			0.1	%			0.1	%			0.1	%

The discount rate has been calculated with reference to AA rated corporate bonds of a suitable maturity. Expected rates of salary increases have been estimated by management following a review of the participant data. Within the U.K. plans pensionable salary was frozen in 2012 resulting in the reduction in the weighted average assumption for salary increases disclosed above.

The expected long-term return on cash is based on economic utility. Ascash 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 follows (in thousands):

		Year Ended December 31,
		2021				2020				2019
Current service cost		$	(439	)		$	(539	)		$	(1,218	)
Interest cost			(3,407	)			(4,551	)			(6,083	)
Expected return on plan assets			5,499				6,064				6,425
Plan curtailment / amendment events recognized in consolidated statements of operations			0				2,269				47
Amortization of prior service credit			249				0				0
Reclassified net remeasurement (loss) gains			244				(104	)			0
Amounts included in consolidated statements of operations		$	2,146			$	3,139			$	(829	)
Actuarial gain (loss) on defined benefit plans		$	22,345			$	(9,356	)		$	(3,521	)
Plan curtailment / amendment credit recognized in consolidated statements of other comprehensive loss			0				5,510				0
Amortization of prior service credit			(249	)			0				0
Reclassified net remeasurement (loss) gains			(244	)			104				0
Other comprehensive income (loss)			21,852				(3,742	)			(3,521	)
Total comprehensive income (loss)		$	23,998			$	(603	)		$	(4,350	)

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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,
		2021				2020				2019
Actuarial gain on assets		$	11,378			$	16,678			$	18,801
Actuarial gain (loss) on liabilities			10,967				(26,034	)			(22,322	)
Actuarial gain (loss) on defined benefit plans		$	22,345			$	(9,356	)		$	(3,521	)

The actuarial gain on the benefit obligation for the year ended December 31, 2021 has arisen primarily as a result of changes in financial and demographic assumptions, with a small change resulted from allowance for known inflation increases in 2021 and 2022.

The amount of employer contributions expected to be paid to our defined benefit plans during the downturn in the industry and its impact on our business outlook, we continueyears 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.

    Our severance and other charges (credits), net are summarized belowDecember 31, 2031 is set out below: (in thousands):

			Year Ended December 31,
			2020						2019						2018
Severance and other costs			$	12,284					$	9,744					$	4,552
Fixed asset impairments and retirements			15,664						32,916						0
Inventory impairments			367						4,471						0
Intangible asset impairments			4,708						3,299						0
Accounts receivable write-off (recovery)			0						0						(4,862)
			$	33,023					$	50,430					$	(310)

    Severance and other costs: We incurred costs due to a continued effort to adjust our cost base, including reducing our workforce to meet the depressed demand in the industry. At December 31, 2020, our outstanding liability associated with our current program was approximately $2.7 million and included severance payments and other employee-related separation costs. In addition, we also incurred costs associated with strategic initiatives to investigate opportunities for long-term shareholder growth.

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

			Tubular Running Services						Tubulars						Cementing Equipment						Corporate						Total
Balance at December 31, 2019			$	2,000					$	19					$	1,632					$	2,186					$	5,837
Additions for costs expensed			6,621						553						1,152						3,958						12,284
Severance and other payments			(7,781)						(175)						(1,827)						(4,448)						(14,231)
Other adjustments			(586)						0						(21)						(617)						(1,224)
Balance at December 31, 2020			$	254					$	397					$	936					$	1,079					$	2,666

Fixed asset impairments and retirements: 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. During the year ended December 31, 2020, we recorded fixed asset impairment charges of $15.7 million primarily associated with construction in progress in our Cementing Equipment segment. Please see Note 5—Property, Plant and Equipment for additional details.

.

Years ending December 31:
2022		$	5,646
2023		$	5,888
2024		$	6,123
2025		$	6,329
2026		$	6,575
Thereafter to December 31, 2031		$	31,507

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

Inventory impairments: 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. During the year ended December 31, 2020, certain inventories in our Cementing Equipment segment were determined to have costs that exceeded their net realizable values, resulting in a charge of $0.4 million.

EXPRO GROUP HOLDINGS N.V.

Intangible asset impairments: During the year ended December 31, 2019, we identified certain intangible assets that no longer had commercial viabilityNotes to the Company, resulting in an impairment charge of $3.3 million. During the year ended December 31, 2020, we identified certain intangible assets where the carrying value exceeded the fair valueConsolidated Financial Statements

The amounts included in the Cementing Equipment segment, resultingconsolidated balance sheets arising from our obligations in an impairment chargerespect of $4.7 million. Please see Note 1—Basis of Presentationdefined retirement benefit plans 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 Angola. In 2018, we recovered $4.9 million of previously written off receivables from a customer in Angola.

Note 18—Supplemental Cash Flow Information

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

			Year Ended December 31,
			2020						2019						2018
Cash paid for interest			$	1,096					$	1,005					$	273
Cash paid (received) for income taxes, net of refunds			(2,512)						13,330						1,848
Non-cash transactions:
Change in accruals related to purchases of property, plant and equipment and intangibles			$	(4,832)					$	781					$	5,910
Financed insurance premium			1,910						0						6,798
Net transfers from inventory to property, plant and equipment			1,967						3,190						4,529

Note 19—Segment Information

    Reporting Segments

We are comprised of 3 reportable segments: Tubular Running Services (“TRS”) segment, Tubulars segment and Cementing Equipment (“CE”) segment.

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 40 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and supply of proprietary drilling tool solutions that focus on improving drilling productivity through eliminating or mitigating traditional drilling operational risks.

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, 2020
			Tubular Running Services						Tubulars						Cementing Equipment						Consolidated
United States			$	84,192					$	34,318					$	36,731					$	155,241
International			185,519						19,350						30,248						235,117
Total Revenue			$	269,711					$	53,668					$	66,979					$	390,358

			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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue by geographic areapost-employment benefits was as follows (in thousands):

									Year Ended
									December 31,
															2020						2019						2018
United States															$	155,241					$	293,172					$	280,595
Europe/Middle East/Africa															101,693						155,278						127,968
Latin America															87,517						72,720						46,553
Asia Pacific															34,094						35,909						35,327
Other countries															11,813						22,841						32,050
Total Revenue															$	390,358					$	579,920					$	522,493

    We are a Netherlands based company and we derive our revenue from services and product sales to clients primarily

		December 31,
		2021				2020
Present value of defined benefit obligations		$	(241,808	)		$	(261,576	)
Fair value of plan assets			212,688				203,630
Deficit recognized under non-current liabilities		$	(29,120	)		$	(57,946	)

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

		December 31,
		2021				2020
Opening balance		$	(261,576	)		$	(254,271	)
Current service cost			(439	)			(539	)
Interest cost			(3,407	)			(4,551	)
Actuarial gain (loss)			10,967				(26,034	)
Plan amendment			0				4,873
Settlements			0				17,432
Exchange differences			2,378				(8,026	)
Benefits paid			10,269				9,505
Payroll tax of employer contributions			0				35
Ending balance		$	(241,808	)		$	(261,576	)

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

		December 31,
		2021				2020
Opening balance		$	203,630			$	194,554
Actual return on plan assets			16,877				22,742
Exchange differences			(2,245	)			6,393
Contributions from the sponsoring companies			4,695				4,005
Settlements			0				(14,524	)
Benefits paid			(10,269	)			(9,505	)
Payroll tax of employer contributions			0				(35	)
Ending balance		$	212,688			$	203,630

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Notes to the Consolidated Financial Statements

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

		December 31,
		2021				2020				2019
Expected return on plan assets		$	5,499			$	6,064			$	6,425
Actuarial gain on plan assets			11,378				16,678				18,801
Actual return on plan assets		$	16,877			$	22,742			$	25,226

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

		December 31,
		2021				2020
Accumulated benefit obligation		$	240,644			$	260,496
Fair value of plan assets			212,688				203,630

The investment strategy of the main U.K. plan (“U.K. Plan”) is set by the trustees and gas industry. One customeris based on advice received from an investment consultant. The primary investment objective for the U.K. Plan is to achieve an overall rate of return that is sufficient to ensure that assets are available to meet all liabilities as and when they become due. In doing so, the aim is to maximize returns at an acceptable level of risk taking into consideration the circumstances of the U.K. Plan. 

The investment strategy has been determined after considering the U.K. Plan’s liability profile and requirements of the U.K. statutory funding objective, and an appropriate level of investment risk.

Taking all these factors into consideration, approximately 58% of the assets are invested in a growth portfolio, comprising diversified growth funds (“DGFs”) and property, and approximately 42% of the assets in a stabilizing portfolio, comprising corporate bonds and liability driven investments. DGFs are actively managed multi-asset funds. The managers of the DGFs aim to deliver equity like returns in the long term, with lower volatility. They seek to do this by investing in a wide range of assets and investment contracts in order to implement their market views.

The present value of the U.K. Plan’s future benefits payments to members is sensitive to changes in long term interest rates and long-term inflation expectations. Liability driven investment (“LDI”) funds are more sensitive to changes in these factors and therefore provide more efficient hedging than traditional bonds. A small proportion of the assets have therefore been invested in LDI funds to help to reduce the volatility of the U.K. Plan’s funding position. The hedging level is expected to be increased over time as the U.K. Plan’s funding position improves.

Assets of the other plans are invested in a combination of equity, bonds, real estate and insurance contracts.

The analysis of the plan assets and the expected rate of return at the reporting date were as follows (in thousands):

		December 31, 2021								December 31, 2020
		Expected rate				Fair value of				Expected rate				Fair value of
		of return %				asset				of return %				asset
Mutual funds
DGFs			4.6			$	123,460				4.2			$	116,590
LDI funds			1.1				61,163				0.7				67,395
Bond funds			1.8				26,571				1.4				17,382
Equities			1.5				360				2.3				233
Other assets			1.5				1,134				1.8				2,030
Total						$	212,688							$	203,630

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Notes to the Consolidated Financial Statements

The aggregated asset categorization for the plans were as follows (in thousands):

		December 31, 2021
		Level 1				Level 2				Level 3				Total
Mutual funds
DGFs		$	123,460			$	0			$	0			$	123,460
LDI funds			61,163				0				0				61,163
Bond funds			26,571				0				0				26,571
Equities			360				0				0				360
Other assets			445				329				360				1,134
Total		$	211,999			$	329			$	360			$	212,688

		December 31, 2020
		Level 1				Level 2				Level 3				Total
Mutual funds
DGFs		$	116,590			$	0			$	0			$	116,590
LDI funds			67,395				0				0				67,395
Bond funds			17,382				0				0				17,382
Equities			233				0				0				233
Other assets			1,301				437				292				2,030
Total		$	202,901			$	437			$	292			$	203,630

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

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

		December 31,
		2021				2020
Opening balance		$	292			$	14,786
Actual return on plan assets			5				4
Exchange differences			33				(2	)
Contributions from the sponsoring companies			30				28
Settlement			0				(14,524	)
Ending balance		$	360			$	292

Executive Deferred Compensation Plan

The Company maintains the Executive Deferred Compensation Plan (the “EDC Plan”) for certain current and former Frank’s employees. Effective during 2015, this plan was closed to new entrants. The purpose of the EDC Plan was to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions were immediately vested. Company contributions vested after five years of service. All participant benefits under this EDC Plan shall be paid directly from the general funds of the applicable participating subsidiary or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan, and other than such Rabbi Trust, no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. The assets of the EDC Plan’s trust are invested in a corporate owned split-dollar life insurance policy and an amalgamation of mutual funds.

As of December 31, 2021, the total liability related to the EDC Plan was $9.3 million and was included in “Other non-current liabilities” on the consolidated balance sheets. As of December 31, 2021, the cash surrender value of life insurance policies that are held within a Rabbi Trust for the purpose of paying future executive deferred compensation benefit obligations was $18.9 million.

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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 and 6.4 million MIP stock options issued and outstanding as of December 31, 2020 and 2019, respectively, under the MIP. Legacy Expro granted 0 stock options in 2020 and granted 0.9 million stock options in 2019.

Due to the nature of the performance conditions, recognition of compensation expense for the stock options was deferred until the occurrence of a Liquidity Event as defined in the MIP as the performance condition was deemed to be improbable. On October 1, 2021, the MIP stock options were modified to redefine the occurrence of the Liquidity Event to the closing of the Merger. Upon Closing, the MIP stock options were exchanged for options to purchase Company common stock based on the 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 outstanding.

The aforementioned event was accounted for 13%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 which the service period was fulfilled. For the stock options in which the service period was not fulfilled, stock based compensation expense is to be recognized based on the total modification date fair value of the associated awards on a straight-line basis over the remaining service period. The Company recognized stock-based compensation expense related to the MIP stock options of $39.5 million during the year ended December 31, 2021. As of December 31, 2021, unrecognized stock compensation expense relating to MIP stock options totaled $5.1 million, which will be expensed over a weighted average period of 0.9 years.

As of December 31, 2021, there were 6.9 million MIP stock options issued and outstanding with a weighted average Closing Date fair value of $6.52 per option. As of December 31, 2021, there were 2.2 million exercisable MIP stock options with a weighted average Closing Date fair value of $7.54 per option. As of December 31, 2021, the weighted average remaining term for the MIP stock options was 6.1 years.

The fair value of the time-based MIP stock options granted to non-executive directors and management was estimated at the Closing Date using a Black-Scholes model and the fair value of the performance-based MIP stock options granted to management was estimated at the Closing Date using a Monte-Carlo Option valuation model. The Closing Date fair value of the Company’s shares is a key input in the determination of the fair value of the awards.

The key assumptions used to estimate the fair value of the MIP stock options were as follows:

Risk free interest rate			0.04	%
Expected volatility			55	%
Dividend yield			0.0	%
Stock price on valuation date		$	18.90

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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 and 2019. 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 would immediately vest pursuant to the terms of the Merger Agreement.

The Company recognized $2.6 million of stock-based compensation expense attributable to the MIP RSUs during the year ended December 31, 2021. NaN stock-based compensation expense attributable to the MIP RSUs was recognized in the years ending December 31, 2020 and 2019 as the performance conditions within the agreements were deemed to be improbable. The Company had 0 unrecognized stock-based compensation expense attributable to the MIP RSUs as of December 31, 2021.

Expro Group Holdings N.V. Long-Term Incentive Plan

Effective October 1, 2021, in connection with the consummation of the Merger, the Company amended its 2013 Long-Term Incentive Plan to the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated (the “LTIP”). Pursuant to the LTIP, stock options, SARs, restricted stock, restricted stock units, dividend equivalent rights and other types of equity and cash incentive awards may be granted to employees, non-employee directors and service providers. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our board of directors terminates the plan. There are approximately 4.2 million shares of common stock reserved for issuance under the LTIP. As of December 31, 2021, approximately 1.3 million shares remained available for issuance.

LTIP Restricted Stock Units (“LTIP RSUs”)

All RSUs granted under the LTIP vest ratably over a period of one to three years. Our treasury stock primarily consists of shares that were withheld from employees to settle personal tax obligations that arose as a result of RSUs that vested. Certain RSU 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 RSU is unvested. As such, the grant date fair value of the award is measured by reducing the grant date price of our revenuecommon 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.

Stock-based compensation expense relating to LTIP RSUs for the year ended December 31, 2020. All three of our segments generated revenue from this customer. No single customer accounted for more than 10% of our revenue2021 was $6.8 million. NaN stock-based compensation expense relating to the LTIP RSUs was recognized for the years ended December 31, 2019 2020 and 2018.2019. The total fair value of LTIP RSUs vested during the year ended December 31, 2021 was $2.0 million. As of December 31, 2021, unrecognized stock compensation expense relating to LTIP RSUs totaled approximately $14.3 million, which will be expensed over a weighted average period of 1.6 years.

Non-vested LTIP RSUs outstanding as of December 31, 2021 and the changes since the Close Date, were as follows:

		Number				Weighted Average
		of				Grant Date
		Shares				Fair Value
Non-vested on the Closing Date			883,079			$	21.97
Granted			458,258				17.64
Vested			(93,688	)			21.80
Forfeited			(12,549	)			22.59
Non-vested at December 31, 2021			1,235,100			$	20.49

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Notes to the Consolidated Financial Statements

Performance Restricted Stock Units (“PRSUs”)

The revenue generatedpurpose 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 the Company’s shareholders and thereby further motivate the executive leadership team to create sustained value to the Company shareholders. The design of the PRSU grants effectuates this purpose by placing a material amount of incentive compensation for each executive at risk by offering an extraordinary reward for the attainment of extraordinary results. Design features of the PRSU grant that in furtherance of this purpose include the following: (1) The vesting of the PRSUs is based on total shareholder return (“TSR”) based on a comparison to the returns of a peer group, which is the SPDR S&P Oil & Gas Equipment and Services ETF. (2) TSR performance is calculated separately with respect to 3 separate one-year achievement periods included in the Netherlands three-year Performance Period (as defined below), resulting in a weighted average payout at the end of the three-year Performance Period. The TSR calculation will assume reinvestment of dividends. (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; and 200% of the Target Level if the Company achieves a rank in the 90th percentile and above (the maximum level). (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-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 2021, we granted 354,275 PRSUs (“Target Level”). The performance period for these grants is the three-year period from January 1, 2022 to December 31, 2024 (“Performance Period”), but with separate one-year achievement periods from January 1, 2022 to December 31, 2022, January 1, 2023 to December 31, 2023, and January 1, 2024 to December 31, 2024, resulting in a weighted average payout at the end of the Performance Period.

The weighted average assumptions for the PRSUs granted in 2021 are as follows:

		2021
Total expected term (in years)			3.25
Expected volatility			84.2
Risk-free interest rate			0.54	%
Correlation range			20.8% to 79.5%

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 for the year ended December 31, 2021 was immaterial$5.2 million. NaN stock based compensation expense relating to the PRSUs was recognized for the years ended December 31, 2020 2019 and 2018. Other than2019. The total fair value of PRSUs vested during the United States, no individual country represented more than 10%year ended December 31, 2021, was $0.1 million. As of December 31, 2021, unrecognized stock compensation expense relating to PRSUs totaled approximately $8.8 million, which will be expensed over a weighted average period of 3.0 years.

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Notes to the Consolidated Financial Statements

Non-vested PRSUs outstanding as of December 31, 2021, and the changes since the Close Date, were as follows:

		Number				Weighted Average
		of				Grant Date
		Shares				Fair Value
Non-vested on the Closing Date			340,071			$	32.38
Granted			354,275				23.34
Vested			(2,715	)			29.72
Non-vested at December 31, 2021			691,631			$	27.75

Employee Stock Purchase Plan

Under the Expro Group Holdings N.V. 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 revenuecommon 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 500,000 shares of our common stock for issuance under the ESPP, of which 222,995 shares were available for issuance as of December 31, 2021. For the years ended December 31, 2021, we recognized $0.1 million of compensation expense related to stock purchased under the ESPP.

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Notes to the Consolidated Financial Statements

21.Warrants

As of December 31, 2020, 2019Legacy Expro had outstanding warrants consisting of the following:

●

1,284,978 “A” Warrants which entitled its holders to purchase common stock comprising up to 2% of Legacy Expro. The “A” Warrants were exercisable at a strike price of approximately $30.40 per share on the occurrence of certain specified events and, if not exercised, expire 5 years from February 5, 2018 (the “Effective Date”).

●

4,497,414 “B” Warrants, which entitled its holders to purchase common stock comprising up to 7% of Legacy Expro. The “B” Warrants were exercisable at a strike price of approximately $30.40 per share on the occurrence of certain specified events and, if not exercised, expire 5 years from the Effective Date.

Pursuant to the Merger Agreement, the Company agreed to issue replacement warrants but only so that the holders of the Legacy Expro warrants would receive, upon exercise of the warrants after Closing, the merger consideration that would have been received of the Legacy Expro shares issuable upon exercise of the Legacy Expro warrants immediately before Closing, assuming a cashless exercise. Because the fair market value of the Legacy Expro shares at the time of merger determined in accordance with the warrant agreement was below the exercise price of the Legacy Expro warrant (i.e. the Legacy Expro warrants were out of the money), no Legacy Expro shares would have been issuable upon a cashless exercise prior to Closing. Accordingly, replacement warrants were not required to be issued by the Company and 2018.

the Legacy Expro warrants have been cancelled resulting in 0 warrants outstanding as of December 31, 2021.

 Adjusted EBITDA

    We define Adjusted EBITDA as

22.Loss per share

Basic income (loss) per share attributable to Company stockholders is calculated by dividing 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 chief operating decision maker (“CODM”) uses Adjusted EBITDA as the primary measure of segment reporting performance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

			Year Ended December 31,
			2020						2019						2018
Segment Adjusted EBITDA:
Tubular Running Services			$	22,171					$	85,601					$	62,515
Tubulars			7,765						11,575						11,246
Cementing Equipment			10,780						14,089						8,617
Corporate (1)			(31,720)						(53,744)						(49,146)
Total			8,996						57,521						33,232
Goodwill impairment			(57,146)						(111,108)						0
Severance and other (charges) credits, net			(33,023)						(50,430)						310
Interest income, net			712						2,265						4,243
Income tax benefit (expense)			4,081						(23,794)						2,950
Depreciation and amortization			(70,169)						(92,800)						(111,292)
Gain (loss) on disposal of assets			1,424						(1,037)						1,309
Foreign currency loss			(211)						(2,233)						(5,675)
TRA related adjustments (2)			0						220						(1,359)
Charges and credits (3)			(10,884)						(13,933)						(14,451)
Net loss			$	(156,220)					$	(235,329)					$	(90,733)

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

(2)    Please see Note 11—Related Party Transactions for further discussion.

(3)    Comprised of Equity-based compensation expense (2020: $11,010; 2019: $11,280; 2018: $10,621), Mergers and acquisition expense (2020: NaN; 2019: NaN; 2018: $58), Unrealized and realized gains (2020: $1,378; 2019: $228; 2018: $1,682), Investigation-related matters (2020: $1,868; 2019: $3,838; 2018: $5,454) and Other adjustments (2020: $616; 2019: $957; 2018: NaN).

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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, 2020
Revenue from external customers			$	269,711					$	53,668					$	66,979					$	0					$	390,358
Operating income (loss)			(39,470)						3,223						(76,591)						(50,054)						(162,892)
Adjusted EBITDA			22,171						7,765						10,780						(31,720)						*
Depreciation and amortization			51,528						3,526						9,011						6,104						70,169
Purchases of property, plant and equipment and intangibles			16,049						3,132						6,327						2,965						28,473
Year Ended December 31, 2019
Revenue from external customers			$	400,327					$	74,687					$	104,906					$	0					$	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					$	0					$	522,493
Operating 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

    * Non-GAAP financial measure not disclosed.    

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

			December 31,
			2020						2019
Long-Lived Assets (PP&E)
Tubular Running Services			$	90,955					$	132,626
Tubulars			14,782						15,162
Cementing Equipment			23,441						34,184
Corporate and shared assets			143,529						146,460
Total			$	272,707					$	328,432

			December 31,
			2020						2019
Long-Lived Assets (PP&E)
United States			$	162,032					$	207,227
International			110,675						121,205
			$	272,707					$	328,432

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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 20—Quarterly Financial Data (Unaudited)

    Summarized quarterly financial data for the years ended December 31, 2020 and 2019 is set forth below (in thousands, except per share data).

			First						Second						Third						Fourth
			Quarter						Quarter						Quarter						Quarter						Total
2020
Revenue			$	123,492					$	86,101					$	84,417					$	96,348					$	390,358
Gross profit (loss) (1)			12,622						809						(616)						1,252						14,067
Operating loss (2)			(94,208)						(27,286)						(23,746)						(17,652)						(162,892)
Net loss			(85,978)						(34,245)						(27,791)						(8,206)						(156,220)
Loss per common share: (4)
Basic and diluted			$	(0.38)					$	(0.15)					$	(0.12)					$	(0.04)					$	(0.69)
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 (3)			(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: (4)
Basic and diluted			$	(0.13)					$	(0.07)					$	(0.11)					$	(0.75)					$	(1.05)

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

(2)First quarter 2020 includes a goodwill impairment charge of $57.1 million, fixed asset impairment charges of $15.5 million and intangible asset impairments of $4.7 million. Please see Note 1—Basis of Presentation and Significant Accounting Policies and Note 17—Severance and Other Charges (Credits), net for additional details.

(3)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 17—Severance and Other Charges (Credits), net for additional details.

(4)The sum of the individual quarterly income (losses) per share amounts may not agree with year-to-date net income (loss) per common share as each quarterly computation is based on the weighted averageweighted-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, 2021, 2020 and 2019 respectively, are as follows (in thousands, except shares outstanding and per share amounts):

		Year Ended December 31,
		2021				2020				2019
Net loss		$	(131,891	)		$	(307,045	)		$	(64,761	)
Basic and diluted weighted average number of shares outstanding			80,525,694				70,889,753				70,889,753
Total basic and diluted loss per share		$	(1.64	)		$	(4.33	)		$	(0.91	)

Approximately 651,736 shares of 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 for the year ended December 31, 2021.

Additionally, since the conditions upon which shares were issuable for outstanding warrants and stock options were not satisfied as of December 31, 2020 and 2019, 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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Notes to the Consolidated Financial Statements

23.Related party transactions

Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we exert significant influence, and Mosing Holdings LLC, a company that is owned by a member of our Board and its affiliates. During the years ended December 31, 2021, 2020 and 2019, we provided goods and services to CETS and PVD-Expro totaling $6.8 million, $13.9 million and $11.7 million, respectively. Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was $0.5 million for the year ended December 31, 2021.

Further, during the years ended December 31, 2021, 2020 and 2019, we received dividends from CETS and PVD-Expro totaling $4.1 million, $3.6 million and $3.1 million, respectively.

As of December 31, 2021 and 2020, amounts receivable from related parties were $1.6 million and $7.2 million, respectively, and amounts payable to related parties were $2.1 million as of December 31, 2021.

As of December 31, 2021, $1.3 million of our operating lease right-of-use assets and $1.3 million of our lease liabilities were associated with related party leases. NaN right-of-use assets or lease liabilities associated with related party leases were outstanding as of December 31, 2020.

Tax Receivable Agreement

Mosing Holdings, LLC, a Delaware limited liability company (“Mosing Holdings”), converted all of its shares of Frank’s Series A convertible preferred stock into shares of Frank’s common stock on August 26, 2016, in connection 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 period.Frank’s entered into with FICV and Mosing Holdings in connection with Frank’s initial public offering (“IPO”) generally provided for the payment by Frank’s to Mosing Holdings of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that Frank’s 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 Conversion and (ii) imputed interest deemed to be paid by Frank’s as a result of, and additional tax basis 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 Mosing Holdings entered into the Amended and Restated Tax Receivable Agreement, dated as of March 10, 2021 (the “A&R TRA”). Pursuant to the A&R TRA, on October 1, 2021, the Company made a payment of $15 million to settle the early termination payment obligations that would otherwise have been owed to Mosing Holdings under the Original TRA as a result of the Merger. As the payment was a condition precedent to effect the Merger, it was included in the determination of Merger consideration exchanged. Refer to Note 3 “Business combinations and dispositions” for more details. The A&R TRA also provides for other contingent payments to be made by the Company to Mosing Holdings in the future in the event the Company realizes cash tax savings from tax attributes covered under the Original TRA during the ten year period following October 1, 2021 in excess of $18.1 million.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

24.Supplemental Cash Flow

		Year Ended December 31,
		2021				2020				2019
Supplemental disclosure of cash flow information:
Cash paid for income taxes net of refunds		$	(20,130	)		$	(21,437	)		$	(13,603	)
Cash paid for interest, net			(4,192	)			(2,630	)			(1,490	)
Change in accounts payable and accrued expenses related to capital expenditures			(8,191	)			(9,375	)			(839	)
Fair value of net assets acquired in the Merger, net of cash and cash equivalents and restricted cash			552,543				0				0

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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 officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2020,2021, at the reasonable assurance level.

Management’s

Management’s Report Regarding Internal Control

See Management’s Report

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of its assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Company assets that could have a material effect on the financial statements.

On October 1, 2021, Frank’s and Legacy Expro completed the Merger, and, after giving effect to the Merger, the stockholders of Legacy Expro as of immediately prior to the Merger owned approximately 65% of Company Common Stock following Closing, and the stockholders of Frank’s as of immediately prior to the Merger owned approximately 35% of Company Common Stock following Closing. Frank’s was the legal acquirer in the Merger. Legacy Expro was the accounting acquirer in the Merger under U.S. GAAP. Prior to the Merger, Legacy Expro was a privately-held company and was not subject to Section 404 of the Sarbanes-Oxley Act (“SOX”), while Frank’s was a publicly traded company subject to Section 404 of SOX. For all filings under the Exchange Act after the Merger, the historical financial statements of the Company for the periods prior to the Merger are and will be those of Legacy Expro. The activities of Frank’s are and will be included in the Company’s financial statements for all periods subsequent to the Merger.

As noted above, Frank’s was the legal acquirer in the Merger and subject to Section 404 of SOX. As of the date of its report, management was able to evaluate the effectiveness of the design and operation of the ongoing internal controls related to Frank’s. As the Merger occurred during the fourth quarter of 2021, and Legacy Expro was the accounting acquirer and not previously subject to Section 404 of SOX, management concluded there was insufficient time for management to complete its assessment of the internal controls over financial reporting related to Legacy Expro, and, therefore, Legacy Expro internal controls over financial reporting were excluded from this report on internal control over financial reporting.

The management of the Company, with the participation of the CEO and CFO, assessed the effectiveness of the Company’s internal control over financial reporting, by focusing on those controls that relate exclusively to ongoing Frank’s operations (covering approximately 14% of the revenue on the Consolidated Statements of Operations for the year ended December 31, 2021 and 45% of the total assets on the Consolidated Balance Sheets as of December 31, 2021). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 based on the Internal Control Over Financial Reporting—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

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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

Upon closing of the Merger on October 1, 2021, the historical consolidated financial statements of Legacy Expro became the historical consolidated financial statements of the registrant. During the quarter ended December 31, 2021, following becoming a public company as a result of the reverse merger, we integrated our financial reporting processes of the business with Frank’s processes and implemented additional closing procedures to enable our financial reporting process. The processes and controls for significant areas including business combinations, intangible asset and goodwill valuations, income taxes, treasury, consolidations and the preparation of financial statements and related disclosures, and entity level controls have been substantially impacted by the ongoing integration activities. The primary changes in these areas are related to the consolidation of process owner leadership and control owners, and where required, the modification of inputs, processes and associated systems. For all areas of change noted, management believes the control design and implementation thereof are being appropriately modified to address underlying risks. Other than such changes, there were no other changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2020,2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

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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, 2020.

2021.

Item11.Executive Compensation

Item 11 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2020.

2021.

Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2020.

2021.

Item13.Certain Relationships and Related Transactions, and Director Independence

Item 13 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2020.

2021.

Item14.Principal Accounting Fees and Services

Item 14 is incorporated by reference to our definitive proxy statement to be filed pursuant to Regulation 14A under the Exchange Act. We expect to file the definitive proxy statement with the SEC within 120 days after December 31, 2020.

2021.

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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 61.

58.

(a)(2)         Financial Statement Schedules

    Schedule II - Valuation and Qualifying Accounts

    Financial statement schedules are listed on page 110.

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
3.1 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 Securities(incorporated by reference to Exhibit 4.1 toCommon Stock of the Registrant.Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2020).
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) (incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019)March 11, 2021).
†10.64.3	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 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on January 27, 2015).
†10.10			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 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).
†10.13			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).
†10.14			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).
†10.15			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).
†10.16			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).
†10.17			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).
†10.18			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).
*†10.19			Indemnification Agreement dated June10, 2020, by and between Frank’s International N.V. and ErichL. Mosing.
*†10.20			Indemnification Agreement dated June 10, 2020, by and between Frank’s International N.V. and L. Don Miller.
†10.21			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).
†10.22			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).

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†10.23			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).
†10.24			Employment Offer Letter for Nigel Lakey dated November 7, 2019 and effective as of November 17, 2019(incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K (File No. 001-36053), filed on February25, 2020).
†10.25			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).
†10.26			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).
†10.27			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).
†10.28			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).
†10.29			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).
†10.30			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).
†10.31			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).
†10.32			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).
†10.33			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).
†10.34			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).
†10.35			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).
†10.36			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).
†10.37			Frank’s International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Supplemental Grant Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 2, 2017).
†10.38			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).
†10.39			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).
†10.40			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).

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†10.41			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).
†10.42			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).
†10.43			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).
†10.44			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).
†10.45			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).
10.46			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).
10.47			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).
10.48 4.4	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 11, 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 11, 2021, among Expro Group Holdings N.V. and certain shareholders party thereto.
10.3	Closing Agreement, dated as of September 10, 2021, by and among Frank’s International N.V., New Eagle Holdings Limited and Expro Group Holdings International Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on September 15, 2021).
10.4	Revolving Facility Agreement, dated as of October 1, 2021, by and among, inter alios, Expro Group Holdings N.V., as parent, Exploration and Production Services (Holdings) Limited and Expro Holdings US Inc., as borrowers, the guarantors party thereto, the lenders party thereto and DNB Bank ASA, London Branch, as agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.5	Amended and Restated Executive Employment Agreement, dated as of October 1, 2021, by and between Expro Americas, LLC, Expro Group Holdings N.V., and Michael Jardon (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.6	Letter agreement, dated September 20, 2021, with Quinn Fanning (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).

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†10.7	Letter agreement, dated September 20, 2021, with Michael Bentham (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.8	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).
†10.9	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).
†10.10	Employment Assignment Letter, dated September 20, 2021, with Nigel Lakey, and Letter Agreement, dated September 20, 2021, with Nigel Lakey (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
*†10.11	Service Agreement, dated as of September 29, 2021, by and between Expro North Sea Ltd and John McAlister.
*†10.12	Separation Agreement and Release, effective October 1, 2021, by and between Michael Kearney and Expro Group Holdings N.V.
*†10.13	Separation Agreement and Release, effective November 1, 2021, by and between Melissa Cougle and Expro Group Holdings N.V.
*†10.14	Separation Agreement and Release, effective December 1, 2021, by and between John Symington and Expro Group Holdings N.V.

*†10.15	Form of Indemnification Agreement.
*†10.16	Expro Group Holdings N.V. Amended and Restated Employee Stock Purchase Plan.
†10.17	Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.18	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).
†10.19	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).
*†10.20	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2020 Performance Based Form).
*†10.21	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Performance Based Form).
†10.22	Amendment to Frank’s International N.V. Employee Restricted Stock Unit (RSU) Agreement (2013 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on May 4, 2021).

*†10.23	Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated, Restricted Stock Unit Agreement (Non-Employee Director Form).
*†10.24	Expro Group Holdings N.V. Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Time Based Form).
*†10.25	Expro Group Holdings N.V. Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Performance Based Form).
†10.26	Form of Inducement Award Restricted Stock Unit Agreement (Time-Based) (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).
†10.27	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).
†10.28	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).
10.49 †10.29	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).
10.50 *†10.30	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.
*†10.31	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.

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†10.32	Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.1110.54 to the Registration StatementAnnual Report on Form S-1/A (File10-K (Filed No. 333-188536)001-36053), filed on July 24,February 25, 2019).
*†10.33	Amendment One to the Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated October 1, 2021.
*†10.34	Form of Expro Group Holdings N.V. U.S. Executive Retention and Severance Plan Participation Agreement including Confidentiality and Restrictive Covenant Agreement.
†10.35	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).
10.51 10.36	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).
†10.52 *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
*23.2	Consent of Ernst & Young LLP
*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)13a-14 (a) under the Securities Exchange Act of 1934.
*31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
**32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
**32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
*101.1	The following materials from Frank’s International N.V.’sExpro’s Annual Report on Form 10-K for the yearperiod ended December 31, 20202021 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.

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*104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

†     Represents management contract or compensatory plan or arrangement.

*     Filed herewith.

**   Furnished herewith.

Item 16. Form 10-K Summary

None.

109

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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, 2020
Allowance for credit losses			$	5,129					$	1,506					$	(2,802)					$	24					$	3,857
Allowance for excess and obsolete inventory			18,772						0						(1,635)						(234)						16,903
Allowance for deferred tax assets			130,010						38,164						0						0						168,174
Year Ended December 31, 2019
Allowance for credit losses			$	3,925					$	2,047					$	(843)					$	0					$	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						0						0						130,010
Year Ended December 31, 2018
Allowance for credit losses			$	4,777					$	348					$	(1,200)					$	0					$	3,925
Allowance for excess and obsolete inventory			21,584						1,800						(760)						0						22,624
Allowance for deferred tax assets			60,524						24,448						0						0						84,972

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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:

Expro Group Holdings N.V.

By:

Frank’s International N.V. (Registrant)

(Registrant)

Date:

March 8, 2022

By:

/s/ Quinn P. Fanning

Date:

March 1, 2021

By:

/s/ Melissa Cougle Quinn P. Fanning

Melissa Cougle

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 March 1, 2021.

8, 2022.

Signature								Title
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/ Michael E. McMahonBentham		Supervisory Lead DirectorPrincipal Accounting Officer
Michael E. McMahonBentham
/s/ Michael C. Kearney		Chairman of the Board
Michael C. Kearney
/s/ Eitan Arbeter		Director
Eitan Arbeter
/s/ Robert W. Drummond		Supervisory Director
Robert W. Drummond
/s/ L. Don Miller				Supervisory Director
L. Don Miller
/s/ D. Keith Mosing				Supervisory Director
D. Keith Mosing
/s/ Erich L. MosingAlan Schrager		Supervisory Director
Erich L. MosingAlan Schrager
/s/ Kirkland D. MosingLisa L. Troe		Supervisory Director
Kirkland D. MosingLisa L. Troe
/s/ Melanie M. TrentBrian Truelove		Supervisory Director
Melanie M. TrentBrian Truelove
/s/ Alexander VriesendorpEileen G. Whelley		Supervisory Director
Alexander Vriesendorp Eileen G. Whelley

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