10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑ Annual Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2022

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission file number: 001-36053

Expro Group Holdings N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	98-1107145
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
1311 Broadfield Boulevard, Suite 400
Houston, Texas	77084
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 463-9776

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, €0.06 nominal value	XPRO	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of June 30, 2022, the aggregate market value of the common stock of the registrant held by non-affiliates of the registrant was approximately $765.1 million.

As of February 21, 2023, there were 108,817,989 shares of common stock, €0.06 nominal value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement in connection with the 2023 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Form 10-K relates, are incorporated by reference into Part III of this Form 10-K.

   EXPRO GROUP HOLDINGS N.V.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2022

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Reserved	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 8.	Financial Statements and Supplementary Data	49
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	102
Item 9A.	Controls and Procedures	102
Item 9B.	Other Information	102
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	102
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	103
Item 11.	Executive Compensation	103
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	103
Item 13.	Certain Relationships and Related Transactions, and Director Independence	103
Item 14.	Principal Accounting Fees and Services	103
PART IV
Item 15.	Exhibits and Financial Statement Schedules	104
Item 16.	Form 10–K Summary	106
Signatures		107

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PART I

Item 1. Business

General

Expro Group Holdings N.V. is a Netherlands limited liability company (Naamloze Vennootschap) and includes the activities of Expro Group Holdings International Limited, Frank’s International C.V. and their wholly owned subsidiaries (either individually or together, as context requires, “Expro,” the “Company,” “we,” “us” and “our”).

On March 10, 2021, the Company and New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger with Expro Group Holdings International Limited (“Legacy Expro”) providing for the merger of Legacy Expro with and into Merger Sub in an all-stock transaction, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of the Company (the “Merger”). The Merger closed on October 1, 2021, and the Company, previously known as Frank’s International N.V. (“Frank’s”), was renamed Expro Group Holdings N.V. The Merger has been accounted for using the acquisition method of accounting with Legacy Expro being identified as the accounting acquirer. The historical financial statements presented in this Annual Report on Form 10-K (this “Form 10-K”) reflect the financial position, results of operations and cash flows of only Legacy Expro for all periods prior to the Merger and of the combined company (including activities of Frank’s) for all periods subsequent to the Merger. 

Our Operations

With roots dating to 1938, the Company is a leading provider of energy services, offering cost-effective, innovative solutions and what the Company considers 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 and integrity solutions. The Company provides services in many of the world’s major offshore and onshore energy basins, with operations in approximately 60 countries. The Company’s broad portfolio of products and services provides solutions to enhance production and improve recovery across the well lifecycle, from exploration through abandonment.

Description of Business Segments

Our operations are comprised of four operating segments which also represent our reporting segments and are aligned with our geographic regions as follows:

• North and Latin America (“NLA”),

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

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

• Asia-Pacific (“APAC”).

The table below shows our consolidated revenue and each segment’s revenue and percentage of consolidated revenue for the periods indicated (revenue in thousands):

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

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Our broad portfolio of products and services includes:

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 acquire and interpret well data, ensure well bore integrity and improve production. In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in 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.

Corporate Strategy

The combination of Legacy Expro and Frank’s brought together two companies with decades of market leadership to create a leading energy services provider with an extensive portfolio of capabilities across the well lifecycle. As a result of the Merger and the progress that we have made in integrating the business and operations of Legacy Expro and Frank’s, we believe we are well positioned to support our customers around the world, improve profitability and invest in emerging growth opportunities. Our corporate strategy is designed to leverage existing capabilities and position Expro as a solutions provider with a technologically differentiated offering. In particular, our objectives for 2023, which we expect will drive our performance in the year ahead, include: (i) exceeding industry expectations in regard to safety and operational performance; (ii) advancing our products and services portfolio to provide customers with cost-effective, innovative solutions to produce oil, gas and geothermal resources more efficiently and with a lower carbon footprint; (iii) improving financial performance by continuing to realize Merger-related synergies, sustaining our relentless drive for efficiency and better utilizing existing assets; (iv) nurturing our culture based on core values and agreed behaviors, empowering our people to be innovative, to be agile and responsive, and to embrace diversity; and (v) leveraging the power of data to improve our own business practices and to deliver more value to our customers.

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Human Capital

At Expro, people are at the heart of our success and we are united by our Code of Conduct (“Code of Conduct”) and our core values; People, Performance, Partnerships, and Planet. We are committed to living our values through corporate responsibility efforts that help people across the globe live better lives and build sustainable, vibrant, stable communities where highly motivated people can engineer futures. We strive to consistently improve the ways in which we work to keep our employees safe, minimize our impact on the environment and to provide for robust and transparent governance.

As of December 31, 2022, we had approximately 7,600 employees worldwide. We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate. As of  December 31, 2022, approximately 17% of our employees were subject to collective bargaining agreements, with 8% being under agreements that expire within one year. We consider our relations with our employees to be positive. In the United States of America ("U.S."), where approximately 17% of our employees are located, most employees are at-will employees and, therefore, not subject to any type of employment contract or agreement. Outside the U.S., we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary. Based upon the geographic diversification of our employees, we believe any risk of loss from employee strikes or other collective actions would not be material to the conduct of our operations taken as a whole.

Diversity and Inclusion

At Expro, we strive to be a safe, diverse, inclusive and people-focused company that positively impacts local communities and society. Most people recognize the importance of diversity at work and the benefits it can bring to an organization and its people. However, diversity is only half of the story. The other half is inclusion: building a work environment in which people feel valued for who they are, bring their whole selves to work and contribute fully. In an inclusive work environment, people with different backgrounds, religious beliefs, sexual orientations, ethnicity and other differences feel like they belong.

We are committed to ensure the equal treatment of all employees, job applicants and associated personnel regardless of race, color, nationality, ethnic or nation originals, sex, disability, age, religion or belief, or any other factors prohibited by law. We aim to create a work environment free of harassment and bullying, where everyone is treated with dignity and respect.

Diversity and inclusiveness are important to our current and future success by providing varied experiences, ideas and insights to inform decisions, identify new approaches, and solve business challenges. Our goal is to put the right people forward to do the right work for the right customers, in the right places, attracting, retaining and nurturing a talented and diverse workforce to turn our growth ambitions into reality.

Employee Learning and Development

We demonstrate our commitment to our values through our employee development initiatives. We invest in our people through learning and development programs that reinforce and update existing skill sets, and which develop employees’ competencies into new and complementary areas of expertise. Employees are empowered to drive their career progression through various learning platforms to facilitate achievement and career progression. A key tenet of our development is our strong performance management culture that enables and informs development plans and succession planning.

We also actively solicit employee feedback and constantly strive to make the Company an employer of choice, one such program being the 2022 Global Employee Survey which was carried out to understand and act upon areas where we can positively influence and develop Expro’s culture. We empower employees with an ownership mindset that encourages accountability and creativity, leading to new and better solutions.

Compensation and Benefits

We offer opportunities for a challenging career in an energetic and friendly work environment. Providing our workforce with a career path, training, fair pay, and challenging, rewarding work are key tenets of our success. Our benefit packages are tailored to the local market of operation and are designed to attract and retain the best talent in the industry.

Employee Health and Wellbeing

The health and wellbeing of our people is, and will continue to be, a priority at Expro. We appreciate that emotional wellbeing can affect how individuals face life every day, and acknowledge that anyone can suffer from poor mental or physical health at any time. As leaders, we understand the need to recognize when an individual needs help and we encourage all managers and employees to be approachable in providing time, support and mentorship.

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We are committed to safeguarding our employees’ health and wellbeing and to providing encouragement to our teams to build supportive networks and a collaborative culture across our organization. An example of the programs we have put into place is our employee-driven regional online wellness hubs, which promote employee and cross-company participation in health and wellbeing initiatives.

In addition, we also offer 24/7 online support through resources within Expro’s Employee Assistance Program (“EAP”), which provides health and wellbeing support and advice globally. The EAP covers a wide range of subjects for employees and their families, delivered across multiple channels and languages.

Corporate Social Responsibility / Community Involvement 

Across our global operations, we encourage and celebrate participation in diverse community activities which align with our values of People, Partnerships, Performance and Planet. From tree planting to supporting those less fortunate, we are proud of the work our teams continue to put back into our communities. Our company-wide social steering committee helps to champion our social efforts. This team acts as a conduit for the broader employee community to gain input and perspective to ultimately support in enhancing our culture.

Safety

Safety is a critical component of our People and Performance core values. Many of our customers have safety standards we must satisfy before we can perform services. We continually monitor and seek to improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data. The primary measures for our safety performance are the tracking of the Lost Time Injury Frequency rate (“LTIF”) and the Total Recordable Case Frequency rate (“TRCF”). LTIF is a measure of the frequency of injuries that result in lost work time, normalized on the basis of per million man-hours worked. TRCF is a measure of the frequency of recordable workplace injuries, normalized on the basis of per million man-hours worked. A recordable injury includes occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, lost time injuries, restriction of work or motion cases, transfer to another job, or medical treatment cases other than first aid.

The table below presents the worldwide LTIF and TRCF for the Company for the year ended December 31, 2022 and on a combined basis for Legacy Expro and Frank’s for the years ended December 31, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
LTIF		0.36		0.46		0.34
TRCF		1.07		1.31		1.34

We have comprehensive compliance policies, programs and training that are applied globally to our entire workforce. We also standardize our global training processes to ensure all jobs are executed to high standards of safety and quality.

Code of Business Conduct and Ethics

We pledge to be forthright in all our business interactions and conduct our business to the highest ethical standards. That commitment extends to strict compliance with all relevant laws, regulations and business standards. We have comprehensive compliance programs and policies that are applied globally to our entire workforce. Our ethical foundation is our Code of Conduct, the provisions of which all employees are expected to understand and comply with. Our compliance and ethics policies undergo regular review.

We require every employee worldwide to certify compliance with our Code of Conduct annually as well as to bi-annually complete an online Code of Conduct training course, which addresses conflicts of interest, confidentiality, fair dealing with others, proper use of company assets, compliance with laws, insider trading, maintenance of books and records, zero tolerance for discrimination and harassment in the work environment. We encourage reporting of violations of our Code of Conduct and other policies, and we have safeguards to prevent retribution against persons that report potential violations in good faith.  

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Suppliers and Raw Materials

We acquire component parts, products and raw materials from suppliers, including foundries, forge shops, and original equipment manufacturers. The prices we pay for our raw materials may be affected by, among other things, energy, steel and other commodity prices, tariffs and duties on imported materials and foreign currency exchange rates. Certain equipment utilized within our product lines are only available from a limited number of suppliers.

Our ability to source low-cost raw materials and components, such as steel castings and forgings, is critical to our ability to manufacture our products competitively. In order to purchase raw materials and components in a cost-effective manner, we have sought to develop a broad international sourcing capability and we maintain quality assurance and testing programs to analyze and test these raw materials and components.

Intellectual Property

We own and control a variety of intellectual property, including patents, proprietary information, trade secrets and software tools and applications. We currently hold multiple U.S. and international patents and have a number of pending patent applications. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license as critical or essential to our business as a whole.

Seasonality

Seasonal changes in weather and significant weather events can temporarily affect the delivery of our products and services and otherwise impact our business. For example, the winter months in the North Sea and the monsoon season in South and Southeast Asia can produce severe weather conditions that can temporarily reduce levels of activity. In addition, hurricanes and typhoons can disrupt coastal and offshore operations. Furthermore, customer spending patterns may result in higher or lower activity in the fourth quarter of the year based on year-to-date spending relative to their approved annual budgets and higher or lower activity in the first quarter of the year based on whether or not the new year’s budget has been approved.

Customers

We derive our revenue from services and product sales to customers primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2022 and 2021. One customer in our MENA segment accounted for 16% of our consolidated revenue for the year ended December 31, 2020.

Competition

The markets in which we operate are competitive. We compete with a number of companies, some of which have financial and other resources greater than ours. We believe the principal competitive factors in the markets in which we participate include the technologies and solutions offered; the quality, price and availability of products and services; safety and service quality; operating footprint; and responsiveness to customer needs.

We believe several factors support our strong competitive position. Our portfolio of technology-enabled products and services fulfill a wide range of our customers’ requirements. We also seek to differentiate ourselves from our competitors by providing a high level of customer service, by providing innovative products and solutions, and by supporting our customers on a global basis. Finally, our quality assurance systems, experienced personnel, and track record all support a strong reputation for safe operations, environmental stewardship, compliance with laws, and ethical commercial engagement.

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Governmental Regulations

We are subject to numerous environmental and other governmental and regulatory requirements related to our operations worldwide.

Environmental and Occupational Health and Safety Regulation

Our operations are subject to numerous and complex laws and regulations governing the emission and discharge of materials into the environment, occupational health and safety aspects of our operations, or otherwise relating to environmental protection. Failure to comply with these laws or regulations or to obtain or comply with permits may result in the assessment of sanctions, including administrative, civil and criminal penalties, imposition of investigatory, remedial or corrective actions, the required incurrence of capital expenditures, the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of projects, and the imposition of orders or injunctions to prohibit or restrict certain activities or force future compliance.

Certain environmental laws may impose joint and several strict liability, without regard to fault or the legality of the original conduct, on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. The trend in environmental regulation is to typically place more stringent restrictions and limitations on activities that may impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position. Moreover, accidental releases or spills of regulated substances may occur in the course of our operations, and we cannot assure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons.

The following is a summary of the more significant existing environmental and occupational health and safety laws and regulations to which our business operations are subject and for which compliance could have a material adverse impact on our capital expenditures, results of operations or financial position.

Climate Change

Climate change continues to attract considerable attention in the U.S. and other countries. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHGs”) as well as to restrict or eliminate such future emissions. As a result, our operations are subject to a series of regulatory, political, litigation, and financial risks associated with the transport of fossil fuels and emission of GHGs.

Separately, various governments have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of emissions. At the international level, there is a non-binding agreement, the United Nations-sponsored “Paris Agreement,” for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020. While the U.S. withdrew from the Paris Agreement under the Trump Administration, effective November 4, 2020, President Biden issued an executive order on January 20, 2021 recommitting the U.S. to the Paris Agreement. Under the Paris Agreement, the Biden Administration has committed the United States to reducing its greenhouse gas emissions by 50 - 52% from 2005 levels by 2030. In November 2021, the U.S. and other countries entered into the Glasgow Climate Pact, which includes a range of measures designed to address climate change, including but not limited to the phase-out of fossil fuel subsidies, reducing methane emissions by 30% by 2030, and cooperating toward the advancement of the development of clean energy. With the U.S. recommitting to the Paris Agreement, executive orders may be issued or federal legislation or regulatory initiatives may be adopted to achieve the agreement’s goals. Within the U.S., President Biden signed into law the Inflation Reduction Act in August 2022, which contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies, which could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels.

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There are also increasing risks of litigation related to climate change effects. Governments and third-parties have brought suit against some fossil fuel companies alleging, among other things, that such companies created public nuisances by marketing fuels that contributed to global warming effects, such as rising sea levels, and therefore are responsible for roadway and infrastructure damages as a result, or alleging that the companies have been aware of the adverse effects of climate change for some time but defrauded their investors by failing to adequately disclose those impacts. Similar or more demanding cases are occurring in other jurisdictions where we operate. For example, in December 2019, the High Council of the Netherlands ruled that the government of the Netherlands has a legal obligation to decrease the country’s GHG emissions, and in May 2021, the Hague District Court ordered Royal Dutch Shell plc to reduce its worldwide emissions by 45% by 2030 compared to 2019 levels. Such litigation has the potential to adversely affect the production of fossil fuels, which in turn could result in reduced demand for our services.

Financial risks also exist for fossil fuel producers (and companies that provide products and services to fossil fuel producers) as shareholders who are currently invested in such fossil fuel companies but are concerned about the potential effects of climate change may elect in the future to shift some or all of their investments into other sectors. Banks and institutional lenders that provide financing to fossil fuel companies (and their suppliers and service providers) also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel companies. Additionally, in recent years, the practices of institutional lenders have been the subject of intensive lobbying efforts not to provide funding for such companies. Oftentimes this pressure has been public in nature, by environmental activists, proponents of the international Paris Agreement, and foreign citizenry concerned about climate change. Limitation of investments in and financings for fossil fuel companies could result in the restriction, delay or cancellation of production of crude oil and natural gas, which could in turn decrease demand for our services. Our own operations could also face limitations on access to capital as a result of these trends, which could adversely affect our business and results of operation.

The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products. Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce demand for our services and products. Moreover, the increased competitiveness of alternative energy sources (such as wind, solar, geothermal, tidal and biofuels) could reduce demand for hydrocarbons, and therefore for our products and services, which would lead to a reduction in our revenues. Over time, one or more of these developments could have a material adverse effect on our business, financial condition and results of operations.

Hydraulic Fracturing

Hydraulic fracturing is an important and common practice in the oil and gas industry. The process involves the injection of water, sand and chemicals under pressure into a formation to fracture the surrounding rock and stimulate production of hydrocarbons. While we may provide supporting products through our cementing product offering, we do not perform hydraulic fracturing, but many of our onshore customers utilize this technique. Certain environmental advocacy groups and regulatory agencies have suggested that additional federal, state and local laws and regulations may be needed to more closely regulate the hydraulic fracturing process, and have made claims that hydraulic fracturing techniques are harmful to surface water and drinking water resources and may cause earthquakes. Various governmental entities (within and outside the U.S.) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. Additionally, states and local governments may also seek to limit hydraulic fracturing activities through time, place, and manner restrictions on operations or ban the process altogether. The adoption of legislation or regulatory programs that restrict hydraulic fracturing could adversely affect, reduce or delay well drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services. There also exists the potential for states and local governments to pursue new or amended laws, regulations, executive actions and other 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.

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Offshore Regulatory and Marine Safety

Spurred on by environmental and safety concerns, governing bodies from time to time have pursued moratoria and legislation or regulatory initiatives that would materially limit or prohibit offshore drilling in certain areas, including areas where we or our oil and gas exploration and production customers conduct operations such as on the federal Outer Continental Shelf waters in the U.S. and Gulf of Mexico.

Employee Health and Safety

We are subject to a number of federal and state laws and regulations, including the Occupational Safety and Health Act and comparable state statutes, establishing requirements to protect the health and safety of workers. In addition, the U.S. Occupational Safety and Health Administration hazard communication standard, the EPA community right-to-know regulations under Title III of the federal Superfund Amendment and Reauthorization Act and comparable state statutes require that information be maintained concerning hazardous materials used or produced in our operations and that this information be provided to employees, state and local government authorities and the public. Substantial fines and penalties can be imposed and orders or injunctions limiting or prohibiting certain operations may be issued in connection with any failure to comply with laws and regulations relating to worker health and safety.

We also operate in non-U.S. jurisdictions, which may impose similar legal requirements. Historically, our environmental and worker safety costs to comply with existing environmental laws and regulations have not had a material adverse impact on us. However, we believe that it is reasonably likely that the trend in environmental legislation and regulation will continue toward stricter standards and, thus, we cannot give any assurance that such costs will not materially adversely affect us in the future.

Operating Risk and Insurance

We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations. In accordance with industry practice, however, we do not maintain insurance coverage against all of the operating risks to which our business is exposed. Therefore, there is a risk our insurance program may not be sufficient to cover any particular loss or all losses.

Currently, our insurance program includes, among other things, general liability, umbrella liability, sudden and accidental pollution, personal property, vehicle, workers’ compensation, and employer’s liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery. We generally do not procure or maintain business interruption insurance.

Available Information

Our principal executive offices are located at 1311 Broadfield Boulevard, Suite 400, Houston, Texas 77084, and our telephone number at that address is (713) 463-9776. Our website address is www.expro.com, and we make available free of charge through our website our Annual Reports on Form 10-K, Proxy Statements, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. Our website also includes general information about us, including our Code of Conduct, Financial Code of Ethics, Corporate Governance Guidelines, Whistleblower Policy and charters for the Audit Committee, Compensation Committee and the Environmental, Social and Governance Committee of our Board of Directors (the “Board”). We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by Securities and Exchange Commission (“SEC”) rules. Also, it is our intention to provide disclosure of amendments and waivers by website posting. Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this report.

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Information about Our Executive Officers and Other Key Employees

The following table sets forth, as of February 21, 2023, the names, ages and experience of our executive officers and other key employees, including all offices and positions held by each for the past five years.

Name	Age	Current Position and Five-Year Business Experience
Michael Jardon	53	President and Chief Executive Officer and Director, since October 2021; Chief Executive Officer, Legacy Expro, from April 2016 to October 2021; various technical and executive roles, Legacy Expro, Vallourec and Schlumberger Limited, from 1992 to 2016.
Quinn Fanning	59	Chief Financial Officer, since October 2021; Chief Financial Officer, Legacy Expro, from October 2019 to October 2021; Executive Vice President, Tidewater Inc., from July 2008 to March 2019, Chief Financial Officer, Tidewater Inc., from September 2008 to November 2018; investment banker with Citigroup Global Markets, Inc., from 1996 to 2008.
Alistair Geddes	60	Chief Operating Officer, since October 2021; Chief Operating Officer, Legacy Expro, from 2019 to October 2021; Executive Vice President, Product Lines, Technology and Business Development, Legacy Expro, from 2014 to 2019; various technical and executive roles, Expro, ExxonMobil, BG Group and Weatherford International plc from 1984 to 2014.
Steven Russell	55	Chief Technology Officer, since October 2021; Senior Vice President, Operations, Frank’s, from November 2019 to October 2021; President, Tubular Running Services, Frank’s, from June 2018 to November 2019; Senior Vice President, Human Resources, Frank’s, May 2017 to June 2018; Vice President, Human Resources, Archer Ltd., from January 2011 to May 2017; various technical and executive roles, Schlumberger Limited, from 1990 to 2011.
John McAlister	56	General Counsel and Secretary, since October 2021; Group General Counsel, Legacy Expro, from June 2006 to October 2021; solicitor, Clifford Chance, and various executive roles, BG Group, Lattice Group plc and National Grid plc, from 1991 to 2006.
Michael Bentham	60	Principal Accounting Officer, since October 2021; Principal Accounting Officer and Vice President, Legacy Expro, from October 2019 to October 2021; Chief Financial Officer, Legacy Expro, from July 2017 to October 2019; IDS Product Line Controller, Schlumberger Limited, from July 2016 to July 2017; Vice President Finance MI Swaco, Schlumberger Limited, from August 2012 to June 2016.
Keith Palmer	63	Primary Integration Lead, since October 2021; Primary Integration Lead, Legacy Expro, from September 2021 to October 2021; Executive Vice President – Product Lines, Legacy Expro, from May 2019 to September 2021; Vice President Asia Pacific, Legacy Expro, from May 2016 to May 2019; President Expro PTI, Legacy Expro, from January 2015 to May 2016.
Natalie Questell	49	Senior Vice President, Human Resources, since October 2021; Vice President of Human Resources, Frank’s, from June 2018 to October 2021; Director of Global Total Rewards and HRIS, Frank’s, from 2015 to June 2018.
Karen David-Green	54	Chief Communications, Stakeholder, and Sustainability Officer, since October 2021; Chief Communications, Stakeholder, and Sustainability Officer, Legacy Expro, from June 2021 to October 2021; previously Senior Vice President, Stakeholder Engagement & Chief Marketing Officer, Weatherford International plc.

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Item 1A. Risk Factors

You should carefully consider the risks described below together with the other information contained in this Form 10-K. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Risks Related to Our Business and Operations

Our business depends on the level of activity in the oil and gas industry.

Our business depends on the level of activity in oil and gas exploration, development and production in market sectors worldwide. Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity. However, higher commodity prices do not necessarily translate into increased drilling or well construction and completion activity, since customers’ expectations of future commodity prices typically drive demand for our services and products. In addition, the effects of world events, such as the COVID-19 pandemic, the Russian war in Ukraine and an economic slowdown or recession in the U.S. and other countries, have and may continue to materially impact the demand for crude oil and natural gas, which has contributed further to price volatility. Prices are also impacted by decisions made by the Organization of the Petroleum Exporting Countries (“OPEC”) plus the countries of Azerbaijan, Bahrain, Brunei, Kazakhstan, Malaysia, Mexico, Oman, Russia, South Sudan and Sudan (together with OPEC, “OPEC+”) to either increase or cut production of oil and gas as well as their compliance with those decisions. Global economic conditions have a significant impact on oil and natural gas prices, and any stagnation or deterioration in these conditions could result in less demand for our products and services and could cause our customers to reduce their planned capital spending. Adverse global economic conditions also may cause our customers, vendors and/or suppliers to lose access to the financing necessary to sustain or increase their current level of operations, fulfill their commitments and/or fund future operations and obligations. Even during periods of high prices for oil and natural gas, companies exploring for oil and gas may cancel or curtail programs, seek to renegotiate contract terms, including the price of our products and services, or reduce their levels of capital expenditures for exploration and production for a variety of reasons. These risks are greater during periods of low or declining commodity prices. As a result of declining commodity prices, certain of our customers may be unable to pay their vendors and service providers, including us. A prolonged reduction in oil and natural gas prices may require us to record asset impairments. Such a potential impairment charge could have a material adverse impact on our operating results.

The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect the demand for our services and products. Worldwide military, political, economic and public health events have in the past contributed to volatility in demand and prices for oil and gas and continue to do so at present.

Demand for our offshore services and products substantially depends on the level of activity in offshore oil and gas exploration, development and production. The level of offshore activity is historically cyclical and characterized by large fluctuations in response to relatively minor changes in a variety of factors, including oil and gas prices. Other factors that influence the demand for offshore services can include:

• hurricanes, ocean currents and other adverse weather conditions;

• terrorist attacks and piracy;

• failure of offshore equipment and facilities;

• local and international political and economic conditions and policies and regulations related to offshore drilling;

• territorial disputes involving sovereignty over offshore oil and gas fields;

• unavailability of offshore drilling rigs in the markets that we operate;

• the cost of offshore exploration for, and production and transportation of, oil and gas;

• successful exploration for, and production and transportation of, oil and gas from onshore sources;

• the technical specifications of wells including depth of wells and complexity of well design;

• demand for, availability of and technological viability of alternative sources of energy;

• technological advances affecting energy exploration, production, transportation and consumption;

• the availability and rate of discovery of new oil and gas reserves in offshore areas;

• the availability of infrastructure to support oil and gas operations; and

• the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations. 

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Physical dangers and operating hazards are inherent in our operations and may expose us to significant potential losses.

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.

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.

We may face significant warranty, contract and other litigation claims and incur substantial fines, liabilities or losses as a result of these hazards. Our insurance and contractual indemnity protection may not be sufficient or effective to protect us under all circumstances or against all risks. The occurrence of a significant event, against which we are not fully insured or indemnified or the failure of a customer to meet its indemnification obligations to us, could materially and adversely affect our results of operations and financial condition.

We may not be fully indemnified against financial losses in all circumstances where damage to or loss of property, personal injury, death or environmental harm occur.

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, pollution emanating from the customer’s equipment or from the reservoir (including uncontained oil flow from a reservoir) and catastrophic events, such as a well blowout, fire or explosion. 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 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 may not otherwise be able to satisfy their indemnity obligations to us. The lack of enforceable indemnification could expose us to significant potential losses. Further, our assets generally are not insured against loss from political violence such as war, terrorism or civil unrest. If any of our assets are damaged or destroyed as a result of an uninsured cause, we could recognize a loss of those assets.

Our operations and revenue expose us to political, economic and other uncertainties inherent in doing business in each of the countries in which we operate.

We are exposed to risks inherent in doing business in each of the countries in which we operate, including, but not limited to, the following:

• political, social and economic instability;

• potential expropriation, seizure or nationalization of assets, and trapped assets;

• deprivation of contract rights;

• inflationary pressures;

• increased operating costs;

• inability to collect revenue due to shortages of convertible currency;

• unwillingness of foreign governments to make new onshore and offshore areas available for drilling;

• civil unrest and protests, strikes, acts of terrorism, war or other armed conflict;

• import/export quotas;

• confiscatory taxation or other adverse tax policies;

• continued application of foreign tax treaties;

• currency exchange controls;

• currency exchange rate fluctuations and devaluations;

• restrictions on the repatriation of funds; and

• other forms of government regulation which are beyond our control.

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Instability and disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business, including economically and politically volatile areas such as Eastern Europe, Africa and the Middle East, could cause or contribute to factors that could have an adverse effect on the demand for the products and services we provide. Worldwide political, economic, and military events have contributed to oil and gas price volatility and are likely to continue to do so in the future. In particular, heightened levels of uncertainty related to the ongoing Russian war in Ukraine, may lead to additional economic sanctions by the U.S. and the international community and could further disrupt financial and commodities markets. Depending on the market prices of oil and gas, oil and gas exploration and development companies may cancel or curtail their drilling or other programs, thereby reducing demand for our services.

In addition, in some countries our local managers may be personally liable for the acts of the Company, and may be subject to prosecution, detention, and the assessment of monetary levies, fines or penalties, or other actions by local governments in their individual capacity. Any such actions taken against our local managers could cause disruption of our business and operations and could cause us to incur significant costs.

While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our business, financial condition and results of operations.

To compete in our industry, we must continue to develop new technologies and products to support our operations, secure and maintain patents related to our current and new technologies and products and protect and enforce our intellectual property rights.

The markets for our services and products are characterized by continual technological developments. Substantial improvements in the scope and quality of the equipment in the markets in which we operate may occur over a short period of time. Alternative products and services have been and may in the future be developed which compete with or displace our products and services. If we are not able to develop commercially competitive products in a timely manner, our ability to service our customers’ demands may be adversely affected.

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.

It may also be possible for a third party to design around our patents. Patent rights have territorial limits. We may not be able to enforce our patents against infringement occurring in international waters and other “non-covered” territories. 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.

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The industry in which we operate has undergone and may continue to undergo consolidation. 

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

We are subject to the risk of supplier concentration.

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

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

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

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

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

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

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

We face risks related to pandemics, epidemics, outbreaks or other public health events that are outside of our control and could significantly disrupt our operations and adversely affect our financial condition, including the ongoing COVID-19 pandemic which continues to cause significant global economic disruption. Any prolonged period of economic slowdown or recession in the U.S. and other countries or similar other events outside our control may negatively impact crude oil prices and the demand for our products and services and could have significant adverse consequences on our financial condition and the financial condition of our customers, suppliers and other counterparties, the ultimate impact of which is difficult to predict.

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

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

Given the rapidly evolving nature of cyber threats, there can be no assurance that the systems we have designed and implemented to prevent or limit the effects of cyber incidents or attacks will be sufficient in preventing all such incidents or attacks or avoiding a material impact to our systems when such incidents or attacks do occur. We have experienced, and expect to continue to experience, cyber intrusions and attacks to our information systems and our operational technology. To our knowledge, none of these incidents or attacks have resulted in a material cybersecurity intrusion or data breach.

If we were to be subject to a cyber incident or attack in the future, it could result in the disclosure of confidential or proprietary customer information, theft or loss of intellectual property, damage to our reputation with our customers and the market, failure to meet customer requirements or customer dissatisfaction, theft or exposure to litigation, damage to equipment (which could cause environmental or safety issues) and other financial costs and losses. A cyberattack or security breach could result in liability under data privacy laws, regulatory penalties, damage to our reputation or loss of confidence in us, or additional costs for remediation and modification or enhancement of our information systems to prevent future occurrences. In addition, as cybersecurity threats continue to evolve, we may be required to devote additional resources to continue to enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities.

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

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

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

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

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

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

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

We are also incurring substantial integration-related costs related to the large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including accounting and finance, asset management, benefits, billing, health, safety and environmental, human resources, maintenance, marketing, payroll and purchasing. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the integration of our operations.

Risks Related to Accounting and Financial Matters

Customer credit risks could result in losses.

The concentration of our customers in the energy industry may impact our overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions. Further, laws in some jurisdictions in which we operate could make collection difficult or time consuming. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.

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

Restrictions in the agreement governing our Revolving Credit Facility ("RCF") could adversely affect our business, financial condition, results of operations and stock price.

The operating and financial restrictions in our RCF and any future financing agreements could restrict our ability to finance future operations or capital needs, or otherwise pursue our business activities. These limit our and our subsidiaries' ability to, among other things, prepay certain indebtness and pay dividends or buyback shares. Furthermore, our RCF contains financial covenants which if we fail to comply with could result in an event of default, which, if not cured or waived, would permit the exercise of remedies against us that could have a material adverse effect on our business, results of operations and financial position. In addition, any borrowings under our RCF may be at variable rates of interest that expose us to interest rate risk. If interest rates continue to increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, and our net income and cash flows will correspondingly decrease.

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Risks Related to Legal and Regulatory Requirements

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

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

• federal, state and local and non-U.S. laws and other regulations relating to oilfield operations, worker safety and protection of the environment and natural resources;

• changes in these laws and regulations; and

• the level of enforcement of these laws and regulations.

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

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

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

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

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

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

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

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

The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations. An economic downturn may increase some foreign governments’ efforts to enact, enforce, amend or interpret laws and regulations as a method to increase revenue. Materials that we import can be delayed and denied for varying reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime. Any failure to comply with these applicable legal and regulatory obligations also could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of shipments and loss of import and export privileges.

We are required to comply with a number of complex laws pertaining to business conduct, including the U.S. Foreign Corrupt Practices Act and similar legislation enacted by Governments outside the 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 U.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 U.S. We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures. In addition, our non-U.S. competitors that are not subject to the FCPA or similar anticorruption laws may be able to secure business or other preferential treatment in such countries by means that such laws prohibit with respect to us. A violation of any of these laws, even if prohibited by our policies, may result in severe criminal and/or civil sanctions and other penalties, and could have a material adverse effect on our business. Actual or alleged violations could damage our reputation, be expensive to defend, and impair our ability to do business.

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

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Compliance with laws and regulations on trade sanctions and embargoes including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control also poses a risk to us. We cannot provide products or services to or in certain countries subject to U.S. or other international trade sanctions or to certain individuals and entities subject to sanctions. Furthermore, the laws and regulations concerning import activity, export recordkeeping and reporting, export control and economic sanctions are complex and constantly changing. Any failure to comply with applicable 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 U.S. We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures.

There are various risks associated with greenhouse gases and climate change legislation or regulations that could result in increased operating costs and reduced demand for our services.

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

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 EU 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 2016/679 (the “GDPR”), as supplemented by any national laws (such as in the United Kingdom (“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, as well as the right to compensation for financial or non-financial damages claimed by any individuals under Article 82 GDPR. Our business may also face reputational damages as a result of any personal data breach or violation of the GDPR.

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Risks Related to Our Common Stock

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. 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 Board may be different from those in companies governed by the laws of U.S. jurisdictions.

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

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

Furthermore, certain provisions of Dutch corporate law have the effect of concentrating control over certain corporate decisions and transactions in the hands of our 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 Board than if we were incorporated in the U.S. In the performance of its duties, our Board will be required by Dutch law to act in the interest of the Company and its affiliated business, and to consider the interests of our company, our shareholders, our employees and other stakeholders in all cases with reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, interests of our shareholders.

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

Provisions contained in our amended and restated articles of association and the laws of the Netherlands could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Provisions of our articles of association impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. Among other things, these provisions do not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.

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

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

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

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

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

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

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

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

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

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

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

Entities affiliated with Oak Hill Advisors, L.P. and members of the Mosing family and entities they control could have significant influence over the outcome of matters requiring a shareholder vote, including the election of directors, the adoption of any amendment to the articles of association of the Company and the approval of mergers and other significant corporate transactions. Their influence over the Company may have the effect of delaying or preventing a change of control or may adversely affect the voting and other rights of other shareholders. In addition, entities affiliated with Oak Hill Advisors, L.P. have the right to designate (i) two persons as its nominees for election to the Board as non-executive directors for so long as the Oak Hill Group (as defined in the Director Nomination Agreement) collectively owns shares of Common Stock equal to at least 20% of the total shares outstanding and (ii) one person as its nominee for election to the Board as a non-executive director for so long as the Oak Hill Group collectively owns shares of Common Stock equal to at least 10% (but less than 20%) of the total shares outstanding. Upon the Oak Hill Group ceasing to collectively own shares of Common Stock equal to at least 10% of the total shares outstanding, Oak Hill Advisors will not have a right to designate a director to the Board. Further, members of the Mosing family have the right to designate one person as their nominee for election to the Board as a non-executive director. Upon the Mosing Family Members (as defined in the Director Nomination Agreement) ceasing to collectively own shares of Common Stock equal to at least 10% of the total shares outstanding, the members of the Mosing family will not have a right to designate a director to the Board. Finally, if these shareholders were in the future to sell all or a material number of shares of Company Common Stock, the market price of Company’s Common Stock could be negatively impacted.

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

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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. We currently provide our services and products in approximately 60 countries.

The following table details our material facilities by segment, owned or leased by us as of December 31, 2022.

	Leased or
Location	Owned	Principal/Most Significant Use
All Segments
Houston, Texas	Leased	Corporate office
Reading, United Kingdom	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	Owned/Leased	Regional operations and administration
Stavanger, Norway	Leased	Regional operations
MENA
Al Khobar, Saudi Arabia	Leased	Regional operations
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
Labuan, Malaysia	Leased	Regional operations
Perth, Australia	Leased	Regional operations

Our largest manufacturing facilities are located in Aberdeen, Scotland and Lafayette, Louisiana, where we design and manufacture a substantial portion of our service equipment. 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 18 “Commitments and contingencies” to the consolidated financial statements.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

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

Market Information

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

On February 21, 2023, we had 108,817,989 shares of common stock outstanding. The common shares outstanding at February 21, 2023, were held by approximately 20 record holders. The actual number of shareholders is greater than the number of holders of record.

Dividend Policy

The declaration and payment of future dividends will be at the discretion of our Board 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.

Unregistered Sales of Equity Securities

We did not have any sales of unregistered equity securities during the year ended December 31, 2022, that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

Issuer Purchases of Equity Securities

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

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

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

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

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Performance Graph

The following performance graph compares the performance of our common stock to the Russell 2000 Index, the PHLX Oil Service Sector Index (“OSX”), the SPDR S&P Oil & Gas Equipment & Services ETF (“XES”) and to a peer group established by management. The peer group consists of the following companies: Baker Hughes Company, ChampionX Corporation, Core Laboratories N.V., Dril-Quip, Inc., TechnipFMC plc, Halliburton Company, Helix Energy Solutions Group Inc., National Energy Services Reunited Corp., NexTier Oilfield Solutions Inc., Oceaneering International, Inc., NOV Inc. and Schlumberger Limited.

The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the Russell 2000 Index, the OSX, the XES and our peer group for the period from December 31, 2017 through December 31, 2022. The graph assumes that the value of the investment in our common stock was $100 at December 31, 2017 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2022. The shareholder return set forth herein is not necessarily indicative of future performance.

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

Item 6. Reserved

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

• our business strategy and prospects for growth;

• post-Merger integration;

• our cash flows and liquidity;

• our financial strategy, budget, projections and operating results;

• the amount, nature and timing of capital expenditures;

• the amount, nature and timing of capital expenditures;

• the availability and terms of capital;

• the exploration, development and production activities of our customers;

• the market for our existing and future products and services;

• competition and government regulations; and

• general economic and political conditions, including political tensions, conflicts and war (such as the ongoing Russian war in Ukraine).

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

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

• uncertainty regarding the extent and duration of the remaining restrictions in the U.S. and globally on various commercial and economic activities due to global pandemics and epidemics (including COVID-19), including uncertainty regarding the re-imposition of restrictions due to resurgences in infection rates;

• uncertainty regarding the timing, pace and extent of an economic recovery, or economic slowdown or recession, in the U.S. and other countries, which in turn will likely affect demand for crude oil and therefore the demand for the products and services we provide and the commercial opportunities available to us;

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

• unique risks associated with our offshore operations;

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

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• our ability to develop new technologies and products;

• our ability to protect our intellectual property rights;

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

• operational safety laws and regulations;

• international trade laws and sanctions;

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

• policy or regulatory changes;

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

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

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

These and other important factors that could affect our operating results and performance are described in (i) Part I, Item 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 other 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 occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this Form 10-K are expressly qualified in their entirety by the cautionary statements in this section.

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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 Statements and Supplementary Data” included in this Form 10-K.

This section contains forward-looking statements that are based on management’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 Note Regarding Forward-Looking Statements,” Part I, Item 1A, “Risk Factors” and elsewhere in this Form 10-K.

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

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

Overview of Business

Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what 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 and integrity solutions.

With roots dating to 1938, we have approximately 7,600 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in approximately 60 countries.

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

Well Construction

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

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Well Management

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

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

• Subsea well access: With over 35 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to ensure safe well access and optimized production throughout the lifecycle of the 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 acquire and interpret well data, ensure well bore integrity and improve production. In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in 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.

We operate a global business and have a diverse and relatively stable customer base that is comprised of national oil companies (“NOC”), international oil companies (“IOC”), independent exploration and production companies (“Independents”) and service partners. We have strong relationships with a number of the world’s largest NOCs and IOCs, some of which have been our customers for decades. We are dedicated to safely and sustainably delivering maximum value to our customers.

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

How We Generate Our Revenue

Our revenue is derived primarily from providing services in well construction, well flow management, subsea well access and well intervention and integrity to operators globally. Our revenue includes equipment service charges, personnel charges, run charges and consumables. Some of our contracts allow us to charge for additional deliverables, such as the costs of mobilization of people and equipment and customer specific engineering costs associated with a project. We also procure products and services on behalf of our customers that are provided by third parties for which we are reimbursed with a mark-up or in connection with an integrated services contract. We also design, manufacture and sell equipment, which is typically done in connection with a related operations and maintenance arrangement with a particular customer. In addition, we also generate revenue from the sale of certain well construction products.

For the year ended December 31, 2022, approximately 79% of our revenue was generated outside of the United States and approximately 70% of our revenue was generated by activities related to offshore oil and gas operations. Approximately 70% of our revenue was generated by services tied to drilling and completions-related activities, which are generally funded by customers’ capital expenditures, and approximately 30% of our revenue was generated by production optimization related activities, which are generally funded by customers’ operating expenditures rather than capital expenditures.

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Market Conditions and Price of Oil and Gas

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

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

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

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

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

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

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

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

Outlook

Demand continues to improve despite volatile oil prices, with oil demand forecast to return to pre-pandemic levels in early 2023. The U.S. Energy Information Administration (“EIA”) estimates that global liquids consumption will increase from an average of 99.4 million barrels per day ("b/d") in 2022 to 100.5 million b/d in 2023 (approximating 2019 consumption levels) and rise further to 102.2 million b/d in 2024.  The EIA expects continued OPEC+ production growth in 2023 and a further increase of 0.8 million b/d over 2022, to average 29.5 million b/d in 2024. The increase in OPEC+ production along with growth in U.S. oil production in 2023 (expected to rise to 12.4 million b/d in 2023 and 12.8 million b/d in 2024, greater than the highest annual average U.S. crude oil production on record) is expected to lead to an overall build in global oil inventories in 2023.  As a result, the EIA has reduced its forecast for Brent crude oil spot prices from its third quarter prediction to an average $83 per barrel in 2023 and $78 per barrel in 2024, compared to an average $101 per barrel in 2022. The EIA’s third quarter forecast was an average $102 per barrel in 2022 and $95 per barrel in 2023, so the EIA is increasingly forecasting a stabilizing oil price with lower price peaks.

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

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

The outlook for 2023 indicates a continuing recovery in exploration and production expenditures, with investments expected to reach pre-pandemic levels with growth maintained in offshore shelf activity, driven by Latin America, shale / tight oil led by the U.S. land markets, and significant investments in incremental capacity in the Middle East, including Saudi Arabia, the United Arab Emirates and Qatar, in order to offset the decline in Russian gas supply.

As a result, we expect demand for our services and solutions to continue to trend positively through 2023. The following provides an outlook for 2023 by our reporting segments based on data from Spears and Associates, Inc.

NLA: In North America, activity is projected to increase in 2023 by approximately 12% to 810 active rigs and over 21,900 new well spuds, which will also support an increase of 6% in frac activity over 2022. Approximately 792 rigs are forecast to be active in onshore North America, and 18 rigs active offshore, a 20% increase over 2022 active offshore rig count. The rate of growth has decelerated recently, most likely due to increased oilfield inflation and fiscal discipline from operators looking to return excess cash to investors or use cash to reduce financial leverage. In Latin America, drilling activity is forecast to increase 19% in 2023 to 202 active rigs and approximately 2,700 new wells, driven by the continued recovery in Argentina and Mexico, two countries with the highest drilling activity in the region. Offshore drilling activity in Latin America is forecast to rise 13% to 44 active rigs and 280 wells, driven by Brazil and Mexico, but offshore activity in Guyana is also expected to remain buoyant.

ESSA: European drilling is projected to average 84 active rigs in 2023 (up 14%) accounting for approximately 775 new wells. Offshore drilling is projected to rise by 9% in 2023, averaging 35 rigs with 425 new wells. As a result of energy security concerns and a desire by European policy makers  to reduce reliance on Russian oil and gas imports, there remains an increased focus on North Sea operations and production optimization from existing assets, core areas of Expro’s expertise. In Sub-Saharan Africa, drilling activity is forecast to jump by 12% in 2023 to average 129 active rigs, drilling over 1,000 new wells. Sub-Saharan Africa growth is driven by offshore activity with 16% growth forecast in 2023, with the progression of development programs for a number of large offshore projects.  In addition, exploration campaigns in Namibia are also progressing. New gas and LNG projects are expected to boost Africa’s natural gas production to record levels over the next decade, driven by Europe’s demand for non-Russian imports and Africa’s own gas demand rising.

MENA: In the Middle East and North Africa, drilling activity is projected to rise substantially in 2023 (26%) to an average of 356 active rigs, drilling over 3,100 new wells as Saudi Arabia seeks to meet increased demand for its oil with several large oilfield expansion schemes. Abu Dhabi, Qatar and Iraq also plan to increase their production capacity. There also is increased focus on infield development and production optimization and enhancement projects to increase production rates (for example in Saudi Arabia, Iraq and Qatar), also adding to a positive future activity outlook.

APAC: In Asia-Pacific, drilling activity is forecast to increase by 11% with 189 active rigs drilling around 2,500 new wells in 2023. Offshore activity is forecast to grow 20% to an average of 49 rigs, with growth primarily in India, Indonesia, Malaysia and Thailand.  In addition, carbon capture, utilization and storage project interest is growing, with opportunities being investigated in Thailand as well as in Indonesia, Australia and Malaysia.  Production enhancement, well intervention and well abandonment activities are also gaining momentum.

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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, Adjusted EBITDA, Adjusted Cash Flow from Operations and Cash Conversion.

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

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

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

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

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

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Executive Overview

Year ended December 31, 2022 compared to year ended December 31, 2021

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

• Revenue for the year ended December 31, 2022 increased by $453.6 million, or 54.9%, to $1,279.4 million, compared to $825.8 million for the year ended December 31, 2021. Of the total increase, $385.7 million represents an increase in well construction revenue, reflecting a full-year impact of the Merger (versus only the last quarter of  2021 in the prior year). The remaining increase was driven by higher well management revenue due to higher customer activities. Activity and revenue across all our geography-based operating segments also increased during the year ended December 31, 2022. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.”

• We reported a net loss for the year ended December 31, 2022 of $20.1 million, compared to a net loss of $131.9 million for the year ended December 31, 2021. The overall decrease in net loss was primarily driven by increased revenue and Adjusted EBITDA due to a combination of the impact of the Merger, Merger-related synergies and higher activity during the year ended December 31, 2022, a reduction in stock-based compensation expense of $35.7 million and a reduction in merger and integration expense of $34.0 million. The above improvement was partially offset by higher start-up and commissioning costs of $27.7 million incurred on a large subsea project in the current year and an increase in tax expenses by $25.0 million during the year ended December 31, 2022.

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

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

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

Operating Segment Results

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

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

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

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

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

NLA

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

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

ESSA

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

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

MENA

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

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

APAC

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

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

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Non-GAAP Financial 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 financial and operating performance as compared to those of other companies in our industry, without regard to the effects of our capital structure, asset base, items outside the control of management and other charges outside the normal course of business.

We define Adjusted EBITDA as net loss adjusted for (a) income tax expense (benefit), (b) depreciation and amortization expense, (c) impairment expense, (d) severance and other expense, net, (e) stock-based compensation expense, (f) merger and integration expense, (g) gain on disposal of assets, (h) other income, net, (i) interest and finance income (expense), net and (j) foreign exchange losses. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenues.

We 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, Adjusted EBITDA margin, Adjusted Cash Flow from Operations and Cash Conversion have limitations as analytical tools and should not be considered in isolation or as a 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 similarly titled measures of other companies, thereby diminishing their utility.

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

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

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

(2)	Other income, net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business.
(3)	Excluding $27.7 million of start-up and commissioning costs on a large subsea project during the year ended December 31, 2022, Adjusted EBITDA would have been $233.9 million and Adjusted EBITDA margin would have been 18.3%.

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

	Year Ended
	December 31,
	2022			2021			2020
Net cash provided by operating activities	$	80,169		$	16,144		$	70,391
Cash paid during the year for interest, net		3,851			4,192			2,630
Cash paid during the year for severance and other expense		3,970			8,052			15,602
Cash paid during the year for merger and integration expense		27,344			36,921			-
Adjusted Cash Flow from Operations	$	115,334		$	65,309		$	88,623
Adjusted EBITDA	$	206,233		$	125,940		$	100,186
Cash Conversion		55.9	%		51.9	%		88.5	%

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Results of Operations

Operating Segment Results

We evaluate our business segment operating performance using segment revenue and Segment EBITDA, as described in Note 5 “Business segment reporting” in our consolidated financial statements. We believe Segment EBITDA is 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 Segment EBITDA 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 a percentage of total revenue by segment for the years ended December 31, 2022 and December 31, 2021:

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

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The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income (loss) before income taxes for the years ended December 31, 2022 and December 31, 2021:

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

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

⁽²⁾ Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments, including research, engineering and development, logistics, sales and marketing and health and safety and are not attributable to a particular operating segment.

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Year ended December 31, 2022 compared to the year ended December 31, 2021

NLA

Revenue for the NLA segment was $499.8 million for the year ended December 31, 2022, an increase of 306.6 million, or 158.7%, compared to $193.2 million for the year ended December 31, 2021. Of the total increase, $257.8 million was attributable to higher well construction revenue, reflecting a full-year impact of the Merger (versus only the fourth quarter of 2021 in the prior year) and higher customer activities in Gulf of Mexico, the U.S. and Brazil during the year ended December 31, 2022. The remaining increase of $48.9 million was attributable to higher well flow management revenue in the U.S., Gulf of Mexico and Canada as well as higher well intervention and integrity revenue in Argentina and Brazil during the year ended December 31, 2022.

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

ESSA

Revenue for the ESSA segment was $389.3 million for the year ended December 31, 2022, an increase of $88.7 million, or 29.5%, compared to $300.6 million for the year ended December 31, 2021. The Merger contributed an increase of $85.6 million, reflecting well construction revenue during the year ended December 31, 2022. Additionally, well intervention and integrity services revenue was higher during the current period in the U.K. and Mozambique due to increased customer activities. We also benefited from higher well flow management revenue during the three months ended December 31, 2022, driven by a new long-term construction project in Congo. This increase was partially offset by lower well flow management business activity in Nigeria due to a large production equipment sale in 2021 that did not recur during the current period and lower well flow management services revenue in Norway from reduced customer activities.

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

MENA

Revenue for the MENA segment was $201.5 million for the year ended December 31, 2022, an increase of $30.4 million, or 17.7%, compared to $171.1 million for the year ended December 31, 2021. Of the total increase, $15.9 million was attributable to the Merger reflecting the well construction revenue during the year, and the remaining increase was primarily driven by well flow management equipment sales in Saudi Arabia and higher well flow management revenue in Algeria and Egypt, partially offset by lower well intervention and integrity activities in Algeria.

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

APAC

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

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

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Corporate Costs

Corporate costs for the year ended December 31, 2022 increased by $21.4 million, or 32.3%, to $87.6 million as compared to $66.2 million for the year ended December 31, 2021. The increase in the corporate costs is primarily driven by the impact of the Merger, whereby the statement of operations reflect the corporate costs of only Legacy Expro prior to the Merger and of the combined company (including activities of Frank’s) for all periods subsequent to the Merger, partially offset by lower support costs as a result of merger-related synergies.

Equity in income of joint ventures

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

Depreciation and amortization expense

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

Merger and integration expense

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

Stock-based compensation expense

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

Gain on disposal of assets

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

Interest and finance expense, net

Interest and finance expense, net, for the year ended December 31, 2022, was $0.2 million, a decrease of $8.6 million, or 97.7%, compared to $8.8 million for the year ended December 31, 2021. The decrease in interest and finance expense was primarily due to fees incurred with respect to the New Facility established following the Merger during the previous year.

Income tax (expense) benefit

Income tax expense for the year ended December 31, 2022 was $41.2 million, compared to an income tax expense of $16.3 million for the year ended December 31, 2021. Our statutory tax rate for the year ended December 31, 2022 was 25.8% as compared to 25.0% for the year ended December 31, 2021. The effective tax rate was 768.0% and (12.3%) for the years ended December 31, 2022 and 2021 respectively. Our effective tax rate was impacted by the Merger in 2021 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.

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Liquidity and Capital Resources

Liquidity

Our financial objectives include the maintenance of sufficient liquidity, adequate financial resources and financial flexibility to fund our business. At December 31, 2022, total available liquidity was $348.5 million, including cash and cash equivalents and restricted cash of $218.5 million and $130.0 million available for borrowings under our New Facility. Expro believes these amounts, along with cash generated by ongoing operations, will be sufficient to meet future business requirements for the next 12 months and beyond. Our primary sources of liquidity have been cash flows from operations. Our primary uses of capital have been for capital expenditures and acquisitions. We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements.

Our total capital expenditures are estimated to range between $120.0 million and $130.0 million for 2023. Our total capital expenditures were $81.9 million for year ended December 31, 2022, out of which approximately 90% were 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 software costs. The actual amount of capital expenditures for the purchase and manufacture of equipment may fluctuate based on market conditions. Our total capital expenditures (exclusive of the Merger) were $81.5 million for the year ended December 31, 2021, which were generally used for the purchase and manufacture of equipment to directly support customer-related activities. We continue to focus on preserving and protecting our strong balance sheet, optimizing utilization of our existing assets and, where practical, limiting new capital expenditures.

On June 16, 2022, the Board approved the Stock Repurchase Program. Under the Stock Repurchase Program, we may repurchase shares of our common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program is being utilized at management’s discretion and in accordance with U.S. federal securities laws. The timing and actual numbers of shares repurchased, if any, will depend on a variety of factors including price, corporate requirements, the constraints specified in the Stock Repurchase Program along with general business and market conditions. The Stock Repurchase Program does not obligate us to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. During the year ended December 31, 2022, we repurchased 1.1 million shares at an average price of $11.81 per share, for a total cost of $13.0 million under this $50.0 million program.

Credit Facility

Revolving Credit Facility

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 was secured by a fixed and floating charge on certain assets of some of our wholly owned subsidiaries. On October 1, 2021, following the closing of the Merger, the ABL Credit Facility and 2018 RCF were cancelled.

Concurrently with the cancelation of the ABL Credit Facility and the 2018 RCF, we entered into the New Facility with DNB Bank ASA, London Branch, as agent, with total commitments of $200.0 million, of which $130.0 million is available for drawdowns as loans and $70.0 million is available for letters of credit. Proceeds of the New Facility may be used for general corporate and working capital purposes. Please see Note 16 “Interest bearing loans” in the Notes to the Consolidated Financial Statements for additional information.

On July 21, 2022, the Company entered into an agreement to increase the facility available for letters of credit to $92.5 million, on the same terms as the current facility, increasing total facility commitments to $222.5 million.

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Cash flow from operating, investing and financing activities

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

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

Analysis of cash flow changes between the years ended December 31, 2022 and 2021

Net cash provided by operating activities

Net cash provided by operating activities was $80.2 million during the year ended December 31, 2022 as compared to $16.1 million during the year ended December 31, 2021. The increase of $64.1 million in net cash provided by operating activities for the year ended December 31, 2022 was primarily due to improvements in Adjusted EBITDA of $80.3 million, a decrease in payment of merger and integration expenses related to the Merger by $9.8 million, and a decrease in payment of severance and other expense by $4.1 million partially offset by unfavorable movements in working capital of $15.9 million and an increase in income tax payments by $13.0 million during the year ended December 31, 2022.

Adjusted Cash Flow from Operations during the year ended December 31, 2022 was $115.3 million compared to $65.3 million during the year ended December 31, 2021. Our primary uses of net cash provided by operating activities were capital expenditures and funding obligations related to our financing arrangements.

Net cash (used in) provided by investing activities

Net cash used in investing activities was $71.2 million during the year ended December 31, 2022 as compared to net cash provided by investing activities of $112.0 million during the year ended December 31, 2021. Our principal recurring investing activity is our capital expenditures. The change in net cash used in investing activities was primarily due to cash of $189.7 million acquired as part of the Merger during the year ended December 31, 2021 and an acquisition of technology of $8.0 million during the year ended December 31, 2022, partially offset by proceeds from sale / maturity of investments of $11.3 million and an increase in proceeds from disposal of assets by $3.4 million during the year ended December 31, 2022. Capital expenditures during the years ended December 31, 2022 and December 31, 2021 both approximated $82 million.

Net cash used in financing activities

Net cash used in financing activities was $25.6 million during the year ended December 31, 2022 as compared to $7.2 million during the year ended December 31, 2021. The increase of $18.4 million in cash used in financing activities is primarily related to repurchase of common stock of $13.0 million, an increase in payment of financed insurance premium of $7.0 million, and an increase in payment of withholding taxes on stock-based compensation plans of $3.4 million, partially offset by lower payment of loan issuance and other transaction costs of $5.0 million during 2022.

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Off-balance sheet arrangements

We have outstanding letters of credit/guarantees that relate to performance bonds, custom/excise tax guaranties and facility lease/rental obligations. These were entered into in the ordinary course of business and are customary practices in the various countries where we operate. It is not practicable to estimate the fair value of these financial instruments. None of the off-balance sheet arrangements either has, or is likely to have, a material effect on our consolidated financial statements. As of December 31, 2022, we had no material off-balance sheet financing arrangements other than those discussed above.

Critical accounting policies and estimates

The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires Expro to make estimates and assumptions that affect the reported amounts of revenues and associated costs as well as reported amounts of assets and liabilities and related disclosures of contingent liabilities. Certain accounting policies involve judgments and uncertainties. We evaluate estimates and assumptions on a regular basis. We base our 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 these estimates under different assumptions 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

Service revenue is recognized over a period of time as services are performed or rendered 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 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 receivable for revenue earned but not yet invoiced. 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, where applicable, installation. We also regularly assess customer credit risk inherent in the carrying amounts of receivables, contract costs and estimated earnings, including the risk that contractual penalties may not be sufficient to offset our accumulated investment in the event of customer termination.

We also recognize revenue for “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 recognize revenue for long-term construction-type contracts, involving significant design and engineering efforts in order to satisfy custom designs for customer-specific applications, on an over a period of time basis, using an input method, which represents the ratio of actual costs incurred to date on the project in relation to total estimated project costs. The estimate of total project costs has a significant impact on both the amount of revenue recognized as well as the related profit on a project. Revenue and profits on contracts can also be significantly affected by change orders and claims. Profits are recognized based on the estimated project profit multiplied by the percentage complete. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs are often required as work progresses. Any expected losses on a project are recorded in full in the period in which they are identified.

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.

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Business Combinations

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

The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed, in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation 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 what we believe to be an 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.

Goodwill and identified intangible assets

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

No impairment expense was recorded for goodwill during the year ended December 31, 2022 or December 31, 2021. During the year ended December 31, 2020, we recorded impairment expense of $191.9 million, relating to our goodwill. Refer to Note 4 “Fair value measurements” of our consolidated financial statements for details regarding the facts and circumstances that led to this impairment and other details. We used the income approach and the market approach to estimate the fair value of our reporting units. The income approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using what we believe to be an 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.

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 likely than not that an intangible asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. When impairment indicators are present, we 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. Estimating future cash flows requires significant judgment, and projections may vary from the cash flows eventually realized, which could impact our ability to accurately assess whether an asset has been impaired.

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

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Defined benefit plans

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

We evaluate these critical assumptions at least annually on a plan and country specific basis. We periodically evaluate other assumptions involving demographic factors such as retirement age, mortality and turnover, and update them to reflect our experience and expectations for the 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 approximately matching the expected timing of payment of the related benefit obligations. The discount rates used to determine the benefit obligations for our principal pension plans were 4.7% in 2022, 1.8% in 2021 and 1.3% in 2020, reflecting market interest rates. As of December 31, 2022, we estimate that a 1% increase or decrease in the discount rate would result in an impact of approximately $18.5 million to our present value of defined benefit obligations at December 31, 2022.

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

Income Taxes

We use the asset and liability method to account for income taxes whereby we calculate the deferred tax asset or liability account balances using tax laws and rates in effect at that time. Under this method, the balances of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are recorded to reduce gross deferred tax assets when it is 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.

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

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

New accounting pronouncements

See Note 2 “Basis of presentation and significant accounting policies” in our consolidated financial statements under the heading “Recent accounting pronouncements.”

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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 business to have future cash flows that will be denominated in currencies other than the United States Dollar ("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 denominated inflows with non-USD denominated local expenses. We generally do not enter into forward hedging agreements, and our largest exposures are to the British pound and Norwegian kroner, mainly driven by facility costs and employee compensation and benefits.

Transaction exposure

Many of our subsidiaries have assets and liabilities that are denominated in currencies other than the USD. Changes in the exchange rates between USD and the other currencies in which such liabilities are denominated can create fluctuations in our reported consolidated statements of operations and cash flows.

As of December 31, 2022, we estimate that a 5% appreciation (depreciation) in USD would result in a change in our net loss of approximately $3.2 million.

Interest rate risk

We currently have no outstanding variable interest rate bearing debt and accordingly, we are not exposed to variability in interest expense and cash flows due to interest rate changes.

Credit risk

Our exposure to credit risk is primarily through cash and cash equivalents, restricted cash and accounts receivable, including unbilled balances. Our liquid assets are 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 and are thus subject to concentrations of customer credit risk. We have established various procedures to manage our credit exposure, including credit evaluations and maintaining an allowance for credit losses. We are also exposed to credit risk because our customers are concentrated in the oil and natural gas industry. This concentration of customers impacts overall exposure to credit risk because our customers may be similarly affected by changes in economic and industry conditions, including changes in oil and gas prices. We operate in approximately 60 countries and as such, our receivables are spread over many countries and customers. Accounts receivable in Algeria and the U.S. represented approximately 13% and 17%, respectively, of our net accounts receivable balance at December 31, 2022. No other country accounted for greater than 10% of our accounts receivable balance. Our customer base is comprised of a large number of IOC, NOC, Independents and service partners from all major oil and gas locations around the world. The majority of our accounts receivable are due for payment in less than 90 days and 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
Reports of Independent Registered Public Accounting Firm - Deloitte & Touche LLP (PCAOB ID 34)	50
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020	53
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020	54
Consolidated Balance Sheets as of December 31, 2022 and 2021	55
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020	56
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020	57
Notes to the Consolidated Financial Statements	58

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Expro Group Holdings N.V. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the 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 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 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 audits 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 audits provide a reasonable basis for our opinion.

Critical Audit Matter 

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Company determines the fair value of its reporting units using the discounted cash flow model and the market approach. The determination of the fair value using the discounted cash flow model requires management to make significant assumptions related to short-term and long-term forecasts of operating performance, including revenue growth rates and profitability margins, and discount rates. The determination of the fair value using the market approach requires management to make significant assumptions related to the selection of the appropriate peer companies and valuation multiples. Changes in these assumptions could have a significant impact on either the fair value, the amount of any goodwill impairment expense, or both. The goodwill balance was $221.0 million as of December 31, 2022, of which $80.1 million and $18.2 million was allocated to the ESSA and APAC reporting units, respectively.

50

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The fair value of ESSA and APAC reporting units exceeded their carrying values as of the measurement date and, therefore, no impairment was recognized. 

We identified goodwill for ESSA and APAC as a critical audit matter because of the significant judgments made by management when developing the fair value of its ESSA and APAC reporting units, the high degree of auditor judgment in performing procedures and evaluating audit evidence related to management’s anticipated future cash flows and significant assumptions related to short-term and long-term forecasts of operating performance, revenue growth rates, profitability margins and discount rates, and an increased extent of audit effort, including the need to involve professionals with specialized skill and knowledge.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the short-term and long-term forecasts of operating performance, including revenue growth rates and profitability margins, and the selection of discount rates for ESSA and APAC reporting units included the following, among others: 

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

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

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

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

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

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

/s/ Deloitte & Touche LLP

Houston, Texas  

February 23, 2023

We have served as the Company's auditor since 2020.

51

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on Internal Control over Financial Reporting

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

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022 of the Company and our report dated February 23, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, 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 over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (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/ Deloitte & Touche LLP

Houston, Texas  

February 23, 2023

52

EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Operations

(in thousands)

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

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

53

EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Comprehensive Loss

(in thousands)

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

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

54

EXPRO GROUP HOLDINGS N.V.

Consolidated Balance Sheets

(in thousands, except share data)

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

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

55

EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Cash Flows

(in thousands)

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

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

56

EXPRO GROUP HOLDINGS N.V.

Consolidated Statements of Stockholders’ Equity

(in thousands)

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

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

57

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

1.         Business description

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 includes 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.

On March 10, 2021, Frank’s International N.V. (“Frank’s”) and New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Frank’s (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Expro Group Holdings International Limited (“Legacy Expro”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, providing for the merger of Legacy Expro with and into Merger Sub in an all-stock transaction, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of Frank’s (the “Merger”). The Merger closed on October 1, 2021 (the “Closing Date”), and Frank’s was renamed to Expro Group Holdings N.V. (the “Company”). The Merger was accounted for using the acquisition method of accounting with Legacy Expro being identified as the accounting acquirer. The consolidated financial statements of the Company reflect the financial position, results of operations and cash flows of only Legacy Expro for all periods prior to the Merger and of the combined company (including activities of Frank’s) for all periods subsequent to the Merger. 

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

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

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

2.         Basis of presentation and significant accounting policies

Basis of presentation

The consolidated financial statements of the Company have been prepared in 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.

58

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

Basis of consolidation

The consolidated financial statements reflect the accounts of the Company and its subsidiaries. All intercompany balances 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.

Use of estimates

Preparation of the consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying 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 assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from these estimates.

Revenue recognition

We recognize 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 a period of time.

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

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

Where contractual arrangements contain multiple performance obligations, we analyze each performance obligation within the sales arrangement to determine whether they are distinct. The revenue for contracts involving multiple performance obligations is allocated to each distinct performance obligation based on relative selling prices and is recognized on satisfaction of each distinct performance obligation. Further, a small number of our contracts contain penalty provisions for late delivery and installation 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 are assessed as variable consideration in the contract.

Expro recognizes revenue for long-term construction-type contracts, involving significant design and engineering efforts in order to satisfy custom designs for customer-specific applications, on an over a period of time basis, using an input method, which represents the ratio of actual costs incurred to date on the project in relation to total estimated project costs. The estimate of total project costs has a significant impact on both the amount of revenue recognized as well as the related profit on a project. Revenue and profits on contracts can also be significantly affected by change orders and claims. Profits are recognized based on the estimated project profit multiplied by the percentage complete. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs are often required as work progresses. Any expected losses on a project are recorded in full in the period in which they are identified.

Revenue is recognized to depict the transfer of promised services or goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or goods. We do not include tax amounts collected from customers in sales transactions as a component of revenue.

Foreign currency transactions

The functional currency of all our subsidiaries is the USD. Gains and losses resulting from remeasurement of foreign currency 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.

59

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Interest and finance expense, net

Our interest and finance expense primarily consists of interest and other costs that we incur in connection with our revolving credit facility and finance lease liabilities. Costs incurred that are directly related to the raising of debt financing, together with any original issue discount or premium, are capitalized and recognized over the term of the loan or facility, using the effective interest method other than for those debt instruments that we elect to account for under the fair value option, in which case such costs are expensed in the period incurred. All other finance costs are expensed in the period they are incurred.

Income taxes

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

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

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

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

Cash, cash equivalents and restricted cash

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

Accounts receivable, net

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

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

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Goodwill

Goodwill is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. A qualitative assessment is allowed to determine if goodwill is potentially impaired. We have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The qualitative assessment determines whether it is more likely than not that a reporting unit’s fair value is less than it’s carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. We complete our assessment of goodwill impairment as of October 31 each year. 

Intangible assets, net

Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the 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. 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 equity 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 potential impairment whenever events or changes in circumstances indicate that there may be a loss in the value of each investment that is other than temporary.

The results of the joint ventures are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies used in line with those of the Company, to take into account fair values assigned at the date of acquisition; and to reflect impairment losses where appropriate. Adjustments are also made in our consolidated financial statements to eliminate our share of unrealized gains and losses on transactions between us and our joint ventures.

Fair value measurements

We measure certain financial assets and liabilities at fair value at each balance sheet date and, for the purposes of impairment testing, use fair value to determine the recoverable amount of our non-financial assets.

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by us. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value is reported in one of three levels:

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

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

When available, we use quoted market prices to determine the fair value of an asset or liability. We determine the policies and procedures for both recurring fair value measurements and non-recurring fair value measurements, such as impairment tests.

At each reporting date, we analyze the movements in the values of assets and liabilities which are required to be remeasured or reassessed as per our accounting policies.

For the purpose of fair value disclosures, we have determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Leases

We have operating and finance leases primarily related to real estate, transportation and equipment. We determine if an arrangement is a lease at inception. Upon commencement of a lease, we recognize an operating lease right-of-use asset (“ROU Asset”) and corresponding operating lease liability based on the then present value of all lease payments over the lease term. ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. The accounting for some of our leases may require significant judgments, which includes determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options, which are considered as part of assessing the lease term if the extension or termination is deemed to be reasonably certain.

Leases which meet the criteria of a finance lease in accordance with Accounting Standards Codification (“ASC”) 842 Leases 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 one year or less are not recorded on the consolidated balance sheets.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Post-retirement benefits

Defined Benefit Plans

The cost of providing benefits under defined benefit plans are determined separately for each plan using the projected unit credit method, which attributes entitlement to benefits to the current and prior periods. Both current and past service costs are recognized in net income (loss) as they arise.

The interest element of the defined benefit cost represents the change in present value of plan obligations resulting from the passage of time and is determined by applying a discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-term market returns on plan assets, adjusted for the effect on the fair value of plan assets of contributions received and benefits 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 and amortization.”

The defined benefit pension asset or liability on the consolidated balance sheets comprise the total for each plan of the present value of the defined benefit obligation using a discount rate based on high quality corporate bonds less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information and in the case of quoted securities is the published bid price.

Defined Contribution Plans

The costs of providing benefits under a defined contribution plan are expensed at the time contributions become payable to the respective plan.

Stock-based compensation

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. Further, effective May 25, 2022, the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated was terminated and the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the “2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders. Pursuant to the 2022 LTIP, stock options, stock appreciation rights, 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 consultants.

Stock-based compensation expense is measured at the grant date of the share-based awards based on their fair value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in cost of revenue and general and administrative expenses in the consolidated statements of operations. We do not estimate expected forfeitures, but recognize them as they occur.

The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate. The grant date fair value and compensation expense of PRSU grants is estimated based on a Monte Carlo simulation using the Company’s closing stock price as of the day before the grant date.

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

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Research and development

Research and development costs are expensed as incurred and relate to spending for new product development and innovation and includes internal engineering, materials and third-party costs. We incurred $7.3 million, $6.7 million and $10.4 million of research and development costs for the years ended December 31, 2022, 2021 and 2020, respectively, which are included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations.

Income (loss) per share

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

Recent accounting pronouncements

Accounting guidance adopted

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of ASUs to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all accounting pronouncements; recently issued ASUs were either determined to be not applicable or expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

3.         Business combinations and dispositions

Frank’s International N.V.

As discussed in Note 1, the Merger of Frank’s with Legacy Expro pursuant to the Merger Agreement was completed on October 1, 2021. U.S. GAAP requires the determination of the accounting acquirer, the acquisition date, the fair value of assets and liabilities of 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 Closing 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 Frank’s was a public company with a quoted and reliable market price, the fair value of Frank’s equity interests was deemed to be more reliable. Under the acquisition method of accounting, total consideration exchanged was as follows:

			Per share		Amount
	Shares issued		Price		(in thousands)
Issuance of common stock attributable to Frank’s stockholders		38,066,216	$	18.90	$	719,452
Replacement of Frank’s equity awards						7,830
Cash payment to Mosing Holdings LLC pursuant to the amended and restated tax receivable agreement						15,000
Total Merger Consideration Exchanged					$	742,282

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

The following table sets forth the allocation of the merger consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed ($ in thousands):

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

The preliminary valuation of the assets acquired and liabilities assumed, including other current liabilities, in the Merger initially resulted in goodwill of $154.4 million. During the third quarter of 2022, the Company finalized the valuation and recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to accounts payable and accrued liabilities, other current liabilities (please see Note 18 “Commitments and contingencies” for additional information), other non-current liabilities and income taxes. The measurement period adjustments resulted in an increase in goodwill of $41.1 million, for final total goodwill associated with the Merger of $195.5 million. The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the 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 combined operations of Legacy Expro and Frank’s. Goodwill recorded in the Merger is not expected to be deductible for tax purposes. 

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Results of Frank’s for the period October 1, 2021 through December 31, 2021
 
The Company’s operating results for the period October 1, 2021 through December 31, 2021 include $112.1 million of revenue and $32.9 million of net loss attributable to Frank’s.
 
Unaudited Pro Forma Financial Information
 
The following unaudited pro forma consolidated results of operations for the year ended December 31, 2021 and 2020 assume the Merger was completed as of January 1, 2020 (in thousands):

	Year Ended December 31,
	2021			2020
Unaudited pro forma revenues	$	1,143,356		$	1,065,384
Unaudited pro forma net loss	$	(121,546	)	$	(491,091	)

Estimated unaudited pro forma information is not necessarily indicative of the results that actually would have occurred had the Merger been completed on the date indicated or of future operating results.

Merger and integration expense

During the year ended December 31, 2022, 2021 and 2020, the Company incurred $13.6 million, $47.6 million and $1.6 million of merger and integration expense respectively, which consist primarily of legal fees, professional fees, integration, severance and other costs directly attributable to the Merger.

Below is a reconciliation of our liability balance associated with our severance plan initiated during 2021 related to the integration in connection with the Merger, which is included in “Other current liabilities” on the consolidated balance sheets (in thousands):

	NLA			ESSA			MENA			APAC			Central			Total
Balance as of December 31, 2021	$	2,057		$	2,502		$	424		$	617		$	6,615		$	12,215
Expense (reversal) during the period	$	(256	)	$	(808	)	$	34		$	646		$	1,707			1,323
Payments made during the year		(1,675	)		(1,634	)		(458	)		(1,176	)		(7,880	)		(12,823	)
Balance as of December 31, 2022	$	126		$	60		$	-		$	87		$	442		$	715

Sale of assets

On November 13, 2020, Legacy Expro entered into an agreement to transfer, sell and assign all rights, title and interest in and to certain identified tangible and intangible assets and liabilities relating to its pressure-control chokes product line for total cash consideration of $15.5 million and an additional earn-out consideration of up to a maximum of $1.0 million, contingent upon certain criteria being met in the following year. No contingent consideration was recognized 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 costs 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, 2021.

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

4.         Fair value measurements

Recurring Basis

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of December 31, 2022 and 2021, were as follows (in thousands):

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

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

Our investments associated with our deferred compensation plan at December 31, 2021 consist primarily of the cash surrender value of life insurance policies and is included in “other non-current assets” on the consolidated balance sheets. The liability associated with our deferred compensation plan at December 31, 2021 is included in “other non-current liabilities” on the consolidated balance sheets. During 2022, the Company terminated the executive deferred compensation benefit plan. Please see Note 19 “Post-retirement benefits” for additional information. Our investments changed 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-party broker statements, which are derived from the fair value of the funds’ underlying investments. They are reported at fair value based on the price of the stock and are included in “Other non-current assets” on the consolidated balance sheets.

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EXPRO GROUP HOLDINGS N.V.

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 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. 

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-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 expense in future periods if actual results materially differ from the estimated assumptions utilized in our forecasts. If crude oil prices decline significantly and remain at low levels for a sustained period of time, we could be required to record an impairment of the carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs.

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

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

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EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Goodwill

For the year ended December 31, 2022, we performed a quantitative goodwill impairment assessment as of our annual testing date and determined that the fair value was substantially in excess of the carrying value for each reporting unit. For the year ended December 31, 2021, we performed a qualitative goodwill impairment assessment of our goodwill as of our annual testing date and determined that there were no events or circumstances that indicated it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Accordingly, no impairment expense related to goodwill was recorded during the years ended December 31, 2022 and December 31, 2021.

In March 2020, the Company observed a material increase in macro-economic uncertainty and a material decrease in oil and gas prices as a result of a combination of factors, including the substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the Organization of Petroleum Exporting Countries and other oil producing nations regarding limits on production. As a result, customers significantly decreased capital budgets and other spending, which significantly impacted our global outlook for the industry. We determined that these events constituted a triggering event that required us to perform a quantitative goodwill impairment assessment as of March 31, 2020 (“Testing Date”) and to review the recoverability of all our long-lived assets. Our interim quantitative goodwill impairment test in 2020 determined the carrying value of certain of our reporting units exceeded their estimated fair value as of the Testing date, which resulted in goodwill impairment expenses of $191.9 million. Our quantitative goodwill impairment test as of our annual testing date on 2020 determined no further impairment to goodwill was to be recorded. After recording of the impairment expense, the carrying value of our impaired reporting units equaled their fair value whereas the estimated fair values of other reporting units were more that their carrying values. 

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

Long-lived Assets

The Company did not identify any indicators of impairment related to our long-lived assets during the years ended December 31, 2022 and December 31, 2021. In reviewing the recoverability of our long-lived assets during 2020, we identified certain of our long-lived assets which exceeded their respective fair values and certain of our long-lived assets which were deemed to be no longer useable. As a result, during 2020 we recorded impairment expense of $20.0 million, $60.4 million and $15.2 million relating to our property, plant and equipment, intangible assets and operating lease right-of-use assets, respectively.

Financial Instruments

The estimated fair values of the Company’s financial instruments have been determined at discrete points in time based on relevant market information. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities and interest-bearing loans. The carrying amounts of the Company’s financial instruments other than interest bearing loans approximate fair value due to the short-term nature of the items. The Company does not have any outstanding borrowings on its interest-bearing loans.

71

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

5.         Business segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), which is our CEO, in deciding how to allocate resources and assess performance. Our operations are comprised of four operating segments which also represent our reporting segments and are aligned with our geographic regions as below:

● North and Latin America (“NLA”),

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

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

● Asia-Pacific (“APAC”).

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

	Year Ended December 31,
	2022		2021		2020
NLA	$	499,813	$	193,156	$	115,738
ESSA		389,342		300,557		219,534
MENA		201,495		171,136		194,033
APAC		188,768		160,913		145,721
Total	$	1,279,418	$	825,762	$	675,026

72

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Segment EBITDA

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

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

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

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

We are a Netherlands based company and we derive our revenue from services and product sales to customers primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2022 and 2021. One customer in our MENA operating segment accounted for 16% of our consolidated revenue for the year ended December 31, 2020. The revenue generated in the Netherlands was immaterial for the years ended December 31, 2022, 2021 and 2020. Other than the U.S. in 2022, Norway in 2021, and Algeria in 2020, no individual country represented more than 10% of our revenue for the years ended December 31, 2022, 2021 and 2020.

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

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

73

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

6.         Revenue

Disaggregation of revenue

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

Contract balances

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

74

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Unbilled receivables are initially recognized for revenue earned on completion of the performance obligation which are not yet invoiced to the customer. The amounts recognized as unbilled receivables are reclassified to trade receivable upon billing. Deferred revenue represents the Company’s obligations to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer.

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

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

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

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

Transaction price allocated to remaining performance obligations

Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. We 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 performance completed to date. With respect to our long term construction contracts, revenue allocated to remaining performance obligations is $139.2 million.

7.         Income taxes

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

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

75

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Following the closing of the Merger on October 1, 2021, the tax domicile of the Company changed from the U.K. to the Netherlands. As a result of this change in domicile due to the Merger, income tax expense (benefit) is split between the Netherlands and foreign tax jurisdictions for the year ended December 31, 2022 and 2021 and between the U.K. and foreign tax jurisdictions for the year ended December 31, 2020.

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

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

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

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

76

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse.

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

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

We recognize a valuation allowance where it is more likely than not that some or all of the deferred tax assets will not be realized. The realization of a deferred tax asset is dependent upon the ability to generate sufficient taxable income in the appropriate taxing jurisdictions where the deferred tax assets are initially recognized.

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

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

77

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

Section 382 of the Code (“Section 382”) imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382). An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of such corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. In the event that an ownership change occurs, utilization of the relevant corporation’s NOLs would be subject to an annual limitation under Section 382, generally determined, subject to certain adjustments, by multiplying (i) the fair market value of such corporation’s stock at the time of the ownership change by (ii) a percentage approximately equivalent to the yield on long-term tax-exempt bonds during the month in which the ownership change occurs. Any unused annual limitation may be carried over to later years.

The Company underwent an ownership change under Section 382 as a result of the Merger, which will trigger a limitation (calculated as described above) on the combined company’s ability to utilize any historic Frank’s NOLs and will cause some of the Frank’s NOLs incurred prior to January 1, 2018 to expire before the combined company will be able to utilize them to reduce taxable income in future periods. 

The exchange of ordinary shares of Legacy Expro for shares of the 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. However, the Company will undergo an ownership change as a result of the Merger taking into account other changes in ownership of Company stock occurring within the relevant three-year period described above. Due to the ownership change with respect to Legacy Expro as a result of the Merger, the combined company will be prevented from fully utilizing Legacy Expro’s historic NOLs incurred prior to January 1, 2018 prior to their expiration.

We have performed an analysis of uncertain tax positions in the various jurisdictions in which we operate and concluded that we are adequately provided. Our tax filings are subject to regular audits by tax authorities in the various jurisdictions in which we operate. Tax liabilities are based on estimates, however due to the uncertain and complex application of tax legislation, the ultimate resolution of audits may be materially different to our estimates.

The Company is subject to income taxation in many jurisdictions around the world. The following table presents the changes in our uncertain tax positions as of December 31, 2022 and 2021 (in thousands):

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

78

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

We file income tax returns in the Netherlands and in various other foreign jurisdictions in respect of the Company’s subsidiaries. In all cases we are no longer subject to income tax examination by tax authorities for years prior to 2008. Tax filings of our subsidiaries, branches and related entities are routinely examined in the normal course of business by the relevant tax authorities. We 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, 2022 and 2021 was as follows (in thousands):

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

9.         Accounts receivable, net

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

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

79

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

10.         Inventories

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

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

11.         Other assets and liabilities

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

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

80

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

Cash Surrender Value of Life Insurance Policies

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

12.          Accounts payable and accrued liabilities

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

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

81

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

13.          Property, plant and equipment, net

Property, plant and equipment, net consisted of the following as of  December 31, 2022 and 2021 (in thousands):

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

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

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

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

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

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

82

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

14.         Intangible assets, net

The following table summarizes our intangible assets comprising of Customer Relationships & Contracts (“CR&C”), Trademarks, Technology and Software as of  December 31, 2022 and 2021 (in thousands):

	December 31, 2022							December 31, 2021							December 31, 2022
			Accumulated							Accumulated					Weighted
	Gross		impairment					Gross		impairment					average
	carrying		and			Net book		carrying		and			Net book		remaining
	amount		amortization			value		amount		amortization			value		life (years)
CR&C	$	222,200	$	(118,221	)	$	103,979	$	222,200	$	(98,271	)	$	123,929		5.3
Trademarks		57,100		(32,921	)		24,179		57,100		(29,392	)		27,708		7.5
Technology		170,652		(71,191	)		99,461		159,458		(60,979	)		98,479		11.7
Software		11,556		(9,671	)		1,885		8,754		(5,817	)		2,937		0.8
Total	$	461,508	$	(232,004	)	$	229,504	$	447,512	$	(194,459	)	$	253,053		8.3

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

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

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

No impairment expense associated with our intangible assets was recognized during the years ended December 31, 2022 and 2021. We recognized impairment expense associated with our intangible assets of $60.4 million for the year ended December 31, 2020, which is included in “Impairment expense” in our consolidated statement of operations. Refer to Note 4 “Fair value measurements” for further details.

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

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

83

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

15.         Goodwill

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

	December 31,
	2022		2021
NLA	$	118,511	$	93,608
ESSA		80,058		66,283
MENA		4,218		3,331
APAC		18,193		16,681
Total	$	220,980	$	179,903

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

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

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

84

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

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

16.         Interest bearing loans

On October 1, 2021, in connection with the closing of the Merger, we entered into a new revolving credit facility (the “New Facility”) with DNB Bank ASA, London Branch, as agent (the “Agent”), with total commitments of $200.0 million, of which $130.0 million was available for drawdowns as loans and $70.0 million was available for letters of credit. On July 21, 2022, the Company increased the facility available for letters of credit to $92.5 million and total commitments to $222.5 million. Proceeds of the New Facility may be used for general corporate and working capital purposes.

All obligations under the New Facility are guaranteed jointly and severally by the Company and certain of the Company’s subsidiaries incorporated in the U.S., the U.K., the Netherlands, Norway, Hungary, Australia, Cyprus, the Cayman Islands and Guernsey. Going forward, the guarantors must comprise at least 80% of the EBITDA (as defined in the New Facility) and 70% of the consolidated assets of the Company and its subsidiaries, as well as subsidiaries individually representing 5% or more of the EBITDA or assets of the group, subject to customary exceptions and exclusions. In addition, the obligations under the New Facility are secured by first priority liens on 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 loans receivable and, in jurisdictions where customary, including the U.S., the U.K., Australia and the Cayman Islands, substantially all of the assets and property of the borrowers and guarantors incorporated in such jurisdictions, in each case subject to customary exceptions and exclusions.

Borrowings under the New Facility bear interest at a rate per annum of LIBOR, subject to a 0.00% floor, plus an applicable margin of 3.75% for cash borrowings or 3.00% for letters of credit. A 0.75% per annum fronting fee applies to letters of credit, and an additional 0.25% or 0.50% per annum utilization fee is payable on drawdowns as loans to the extent one-third or two-thirds, respectively, or more of commitments are drawn. The unused portion of the New Facility is subject to a commitment fee of 30% per annum of the applicable margin. Interest on loans is payable at the end of the selected interest period, but no less frequently than semi-annually.

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

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

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

85

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

17.         Leases

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

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

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

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

	December 31,
	2022			2021			2020
Other supplementary information (in thousands, except years and discount rates):
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	28,454		$	25,348		$	23,134
Right-of-use assets obtained in an exchange for lease obligations
Operating leases	$	15,051		$	8,529		$	8,917
Weighted average remaining lease term:
Operating leases		6.9			7.3			8.5
Finance leases		10.1			11.0			11.7
Weighted average discount rate for operating leases		8.9	%		8.8	%		10.0	%
Weighted average discount rate for finance leases		12.9	%		13.1	%		13.5	%

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

86

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

87

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

18.         Commitments and contingencies

Commercial Commitments

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

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

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

Contingencies

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

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

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

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2022 and December 31, 2021. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

We have conducted an internal investigation of the operations of certain of Frank’s foreign subsidiaries in West Africa including for possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), our policies and other applicable laws. In  June 2016, we voluntarily disclosed the existence of our internal review to the SEC and the U.S. Department of Justice (“DOJ”). The DOJ has provided a declination, subject to the Company and the SEC reaching a satisfactory settlement of civil claims. We are discussing a possible resolution with the SEC and, based on the course of these discussions to date, we believe that a final resolution of this matter is likely to include a civil penalty in the amount of approximately $8 million and, accordingly, we have recorded a loss contingency in that amount within “Other current liabilities” on our consolidated balance sheet as of December 31, 2022, with the offset taken as an increase to goodwill as a measurement period adjustment associated with the Merger. While we believe the final resolution, including the amount of any civil penalty, of this matter is nearing a conclusion, there can be no assurance as to the timing or the terms of any final resolution, or that a settlement will be reached at all. In the event a settlement is not reached, litigation may ensue and, accordingly, the actual loss incurred in connection with this matter could be less than or exceed the amount accrued and may have a material adverse effect on our financial position, results of operations or cash flows. At the present time, we are unable to reasonably estimate the amount of any potential loss in excess of the amount already accrued relating to this matter. Other than discussed above, we had no other material legal accruals for loss contingencies, individually or in the aggregate, as of December 31, 2022 and December 31, 2021.

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

88

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

  

19.         Post-retirement benefits

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

Defined contribution plans

We offer various defined contribution plans for employees around the globe as per local statute and market practice.  Specific to our largest employee populations, for employees in the U.S., we offer a 401(K) plan, which is a defined contribution retirement savings plan to which the employer matches employee contributions up to 4% of eligible earnings.  For U.K. employees, we offer the Group Personal Pension plan (“GPP”), which is a portable, personal pension plan to which the employer contributes on a matching basis between a base of 4.5% and a ceiling of 6% of base salary. 

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

Defined benefit plans

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

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

On December 28, 2020, the Company, with the written consent of the trustees, amended the DB Plan rules to introduce a new pension option for members who retire before their state pension age, a bridging pension option. Under this new option, a plan member who receives his or her pension before the later of age 65 or their state pension age can elect to have their pension temporarily increased at retirement and then reduced at the time of state pension.

89

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Key assumptions

The major assumptions, included on a weighted average basis across the defined benefit plans, used to calculate the defined benefit plan liabilities were:

	December 31,
	2022			2021			2020
Discount rate		4.7	%		1.8	%		1.3	%
Expected return on plan assets		5.6	%		3.2	%		2.7	%
Expected rate of salary increases		0.1	%		0.1	%		0.1	%

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

The expected long-term return on cash is based on cash deposit rates available at the reporting date. The expected return on bonds is determined by reference to U.K. long term government bonds and bond yields at the reporting date. The expected rates of return on equities and property have been determined by setting an appropriate risk premium above government bond yields having regard to market conditions at the reporting date.

Net periodic benefit cost

Amounts recognized in the consolidated statements of operations and in the consolidated statements of comprehensive loss in respect of the defined benefit plans were as follows (in thousands):

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

90

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

The service costs have primarily been included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations. Interest cost, expected return on plan assets and plan curtailment / amendment events have been recognized in “Other income, net” in the consolidated statements of operations.

The actuarial gain (loss) is derived from the components shown in the table below (in thousands):

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

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

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

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

91

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

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

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

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

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

92

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

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

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

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

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

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

Taking all these factors into consideration, approximately 45% of the assets are invested in a growth portfolio, comprising diversified growth funds (“DGFs”) and property, and approximately 55% of the assets in a stabilizing portfolio, comprising corporate bonds and liability driven investments. DGFs are actively managed multi-asset funds. The managers of the DGFs aim to deliver equity like returns in the long term, with lower volatility. They seek to do this by investing in a wide range of assets and investment contracts in order to implement their market views.

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

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

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

	December 31, 2022				December 31, 2021
	Expected rate		Fair value of		Expected rate		Fair value of
	of return %		asset		of return %		asset
Mutual funds
DGFs		7.5	$	55,633		4.6	$	123,460
LDI funds		4.0		45,170		1.1		61,163
Bond funds		4.5		21,899		1.8		26,571
Equities		1.8		188		1.5		360
Other assets		2.2		950		1.5		1,134
Total			$	123,840			$	212,688

93

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Mutual funds
DGFs	$	55,633	$	-	$	-	$	55,633
LDI funds		45,170		-		-		45,170
Bond funds		21,899		-		-		21,899
Equities		188		-		-		188
Other assets		172		395		383		950
Total	$	123,062	$	395	$	383	$	123,840

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

Other assets primarily represent insurance contracts. The fair 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,
	2022			2021
Opening balance	$	360		$	292
Actual return on plan assets		6			5
Exchange differences		(6	)		33
Contributions from the sponsoring companies		23			30
Ending balance	$	383		$	360

Executive Deferred Compensation Plan

The Company maintained the Executive Deferred Compensation Plan (the “EDC Plan”) for certain current and former Frank’s employees. Effective during 2015, this plan was closed to new entrants. The purpose of the EDC Plan was to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions were immediately vested. Company contributions vested after five years of service. Participant benefits under the EDC Plan were paid from the general funds of the Company or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan. The assets of the EDC Plan’s trust were invested in corporate-owned, split-dollar life insurance policies and mutual funds. 

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

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

94

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

  

20.         Stock-based compensation

Management Incentive Plan

During October 2018, Legacy Expro’s board of directors approved the Management Incentive Plan (“MIP”) which was comprised of (a) stock options to non-executive directors and key management personnel and (b) restricted stock units. The outstanding awards under the MIP were assumed by the Company in connection with the Merger.

MIP Stock options

Stock options issued under the MIP vest over a three or four year vesting period as defined in the award agreement, subject to the fulfilment of continued service and a performance condition related to the occurrence of a Liquidity Event as defined in the MIP. Additionally, a portion of the management options are subject to performance conditions linked to an internal rate of return. 

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

Due to the nature of the performance conditions, recognition of compensation expense for the stock options was deferred until the occurrence of a Liquidity Event as defined in the MIP as the performance condition was deemed to be improbable. On October 1, 2021, the MIP stock options were modified to redefine the occurrence of the Liquidity Event to the closing of the Merger. Upon Closing, the MIP stock options were exchanged for options to purchase Company common stock based on the post-reverse stock split Exchange Ratio of 1.2120 to 1. As of the modification date, there were 6.9 million MIP stock options issued and outstanding.

The aforementioned event was accounted for as an improbable-to-probable modification and as a result, the fair value of all of the issued and outstanding MIP stock options was determined as of the Closing Date. Compensation expense was immediately recognized upon the Merger closing for all MIP stock options in 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 $3.6 million and $39.5 million during the years ended December 31, 2022 and 2021 respectively.  As of December 31, 2022, unrecognized stock compensation expense relating to MIP stock options totaled $0.9 million which will be expensed over a weighted average period of 0.6 years.

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

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

The fair value of the time-based MIP stock options granted to non-executive directors and 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

95

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

MIP Restricted stock units (“MIP RSUs”)

RSUs granted under the MIP were subject to vesting over a three year period. There were 0.1 million outstanding MIP RSUs as of December 31, 2020. No stock-based compensation expense attributable to the MIP RSUs was recognized during the year ended  December 31, 2020 as the performance conditions within the agreements were deemed to be improbable. In February 2021, the MIP RSU awards were modified so that upon the closing of the Merger, the MIP RSUs would convert to RSUs of the Company based on the post-reverse stock split Exchange Ratio of 1.2120 to 1 and would immediately vest pursuant to the terms of the Merger Agreement. As the MIP RSUs were fully vested on the closing of the Merger, the Company recognized $2.6 million of stock-based compensation expense attributable to the MIP RSUs during the year ended December 31, 2021 and had no further expenses outstanding to be recognized for the MIP RSUs as of December 31, 2021 or during the year ended December 31, 2022.

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. Further, effective May 25, 2022, the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated was terminated and the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the “2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders. Pursuant to the 2022 LTIP, stock options, stock appreciation rights, 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 consultants. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our Board terminates the plan. There are approximately 13.2 million shares of common stock reserved for issuance under the LTIP. As of December 31, 2022, approximately 11.5 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. Shares withheld from employees to settle personal tax obligations that arose as a result of RSUs that vested are included in our treasury stock. 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 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.

Stock-based compensation expense relating to LTIP RSUs was $11.2 million and $6.8 million for the years ended December 31, 2022 and 2021, respectively. No stock based compensation expense relating to the  LTIP RSUs was recognized for the year ended December 31, 2020. The total fair value of LTIP RSUs vested during the years ended December 31, 2022 and 2021 was $13.0 million and $2.0 million respectively. As of December 31, 2022, unrecognized stock compensation expense relating to LTIP RSUs totaled approximately $16.8 million, which will be expensed over a weighted average period of 1.0 years.

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

	Number			Weighted Average
	of			Grant Date
	Shares			Fair Value
Non-vested on the Closing Date		883,079		$	21.97
Granted		458,258			17.64
Vested		(93,688	)		21.80
Forfeited		(12,549	)		22.59
Non-vested at December 31, 2021		1,235,100			20.49
Granted		913,034			16.51
Vested		(593,037	)		21.91
Forfeited		(70,899	)		18.80
Non-vested at December 31, 2022		1,484,198		$	17.51

96

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

Performance Restricted Stock Units (“PRSUs”)

The purpose of the PRSUs is to closely align the incentive compensation of the executive leadership team for the duration of the performance cycle with returns to 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 three separate one-year achievement periods included in the 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 2022, no shares were granted under the PRSU program. 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 were as follows:

	2021
Total expected term (in years)		3.25
Expected volatility		84.2
Risk-free interest rate		0.54	%
Correlation range		21.2% 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 was $3.2 million and $5.2 million, respectively, for the year ended December 31, 2022 and December 31, 2021. No stock based compensation expense relating to the PRSUs was recognized for the year ended December 31, 2020. The total fair value of PRSUs vested during the years ended December 31, 2022 and 2021, was $9.9 million and $0.1 million respectively. As of December 31, 2022, unrecognized stock compensation expense relating to PRSUs totaled approximately $5.4 million, which will be expensed over a weighted average period of 0.5 years.

97

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

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

	Number			Weighted Average
	of			Grant Date
	Shares			Fair Value
Non-vested on the Closing Date		340,071		$	32.38
Granted		354,275			23.34
Vested		(2,715	)		29.72
Non-vested at December 31, 2021		691,631		$	27.75
Vested		(305,119	)		32.50
Non-vested at December 31, 2022		386,512		$	24.00

Employee Stock Purchase Plan

Under the 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 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 500,000 shares of our common stock for issuance under the ESPP, of which 133,863 shares were available for issuance as of December 31, 2022. For the years ended December 31, 2022 and 2021, we recognized $0.5 million and $0.1 million of compensation expense related to stock purchased under the ESPP, respectively.
 

98

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

21.         Loss per share

Basic income (loss) per share attributable to Company stockholders is calculated by dividing net income (loss) attributable to the Company by the weighted-average number of common shares outstanding for the period. Diluted income (loss) per share attributable to Company stockholders is computed giving effect to all potential dilutive common stock, unless there is a net loss for the period. We apply the treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units and ESPP shares.

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

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

Approximately 0.3 million shares of 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, 2022.

Additionally, since the conditions upon which shares were issuable for outstanding warrants and stock options were not satisfied as of  December 31, 2020, assuming the respective balance sheet date was at the end of the contingency period, they had not been included in determining the number of anti-dilutive shares.

99

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

  

22.         Related party transactions

Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we 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, 2022, 2021 and 2020, we provided goods and services to related parties totaling $5.4 million, $6.8 million and $13.9 million, respectively. During the year ended December 31, 2022, we received services from related parties totaling $1.0 million.

Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was $0.6 million and $0.5 million for the years ended December 31, 2022 and 2021, respectively.

Further, during the years ended December 31, 2022, 2021 and 2020, we received dividends from CETS and PVD-Expro totaling $7.3 million, $4.1 million and $3.6 million, respectively.

As of December 31, 2022 and 2021, amounts receivable from related parties were $2.4 million and $1.6 million, respectively, and amounts payable to related parties were $0.8 million and $2.1 million as of December 31, 2022 and 2021, respectively.

As of December 31, 2022, $0.7 million of our operating lease right-of-use assets and $0.7 million of our lease liabilities were associated with related party leases. As of December 31, 2021, $1.3 million of our operating lease right-of-use assets and $1.3 million of our lease liabilities were associated with related party leases.

Tax Receivable Agreement

Mosing Holdings, LLC, a Delaware limited liability company (“Mosing Holdings”), converted all of its shares of Frank’s Series A convertible preferred stock into shares of Frank’s common stock on August 26, 2016, in 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 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.

100

EXPRO GROUP HOLDINGS N.V.

Notes to the Consolidated Financial Statements

 

23.         Supplemental Cash Flow

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

101

    

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 CEO and CFO, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of  December 31, 2022, at the reasonable assurance level.

Management's Report on Internal Controls 

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

Our management with the participation of the chief executive officer (“CEO”) and chief financial officer (“CFO”) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022. 

Attestation Report of the Registered Public Accounting Firm

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

Changes in Control Over Financial Reporting

As of December 31, 2022, management has concluded that there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

102

PART III

Item 10.  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, 2022.

Item 11.  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, 2022.

Item 12.  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, 2022.

Item 13.  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, 2022.

Item 14.  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, 2022.

103

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 53.

(a)(2)         Financial Statement Schedules

Schedules not listed have been omitted because they are not applicable or not required or the information required to be set forth therein is included in Item 8, “Financial Statements and Supplementary Data” or notes thereto.

(a)(3)         Exhibits

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

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of March 10, 2021, by and among Frank’s International N.V., New Eagle Holdings Limited and Expro Group Holdings International Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-36053), filed on March 11, 2021).
3.1	Deed of Amendment to Articles of Association of Expro Group Holdings N.V., dated October 1, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
*4.1	Description of Common Stock of the Registrant.
4.2	Registration Rights Agreement, dated as of March 10, 2021, by and among Frank’s International N.V. and the shareholders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-36053), filed on March 11, 2021).
4.3	Amendment No. 1 to Registration Rights Agreement, dated January 18, 2023, by and among the Company and the shareholders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-36053), filed on January 18, 2023).
4.4	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).
4.5	Amendment to Registration Rights Agreement, dated as of March 10, 2021, by and among Frank’s International N.V. and the shareholders party thereto (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-36053), filed on March 11, 2021).
10.1	Form of Voting and Support Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on March 11, 2021).
10.2	Director Nomination Agreement, dated as of March 10, 2021, among Expro Group Holdings N.V. and certain shareholders party thereto (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
10.3	Revolving Facility Agreement, dated as of October 1, 2021, by and among, inter alios, Expro Group Holdings N.V., as parent, Exploration and Production Services (Holdings) Limited and Expro Holdings US Inc., as borrowers, the guarantors party thereto, the lenders party thereto and DNB Bank ASA, London Branch, as agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
10.4	Consent Request Letter, dated March 10, 2022, to the Revolving Facility Agreement by and among, inter alios, Expro Group Holdings N.V., as parent, the borrowers and guarantor party thereto, and DNB Bank ASA, London Branch as agent (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 5, 2022).

104

*10.5	First Amendment Agreement, dated May 18, 2022, between Expro Holdings UK 2 Limited, as obligors’ agent, and DNB Bank ASA, London Branch, as agent, to the Revolving Facility Agreement, dated as of October 1, 2021, by and among, inter alios, Expro Group Holdings N.V., as parent, Exploration and Production Services (Holdings) Limited and Expro Holdings US Inc., as borrowers, the guarantors party thereto, the lenders party thereto and DNB Bank ASA, London Branch, as agent.
10.6	Incremental Facility Notice, dated July 21, 2022, to the Revolving Facility Agreement by and among, inter alios, Expro Group Holdings N.V., as parent, the borrowers and guarantor party thereto, and DNB Bank ASA, London Branch as agent (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on August 4, 2022).
†10.7	Amended and Restated Executive Employment Agreement, dated as of October 1, 2021, by and between Expro Americas, LLC, Expro Group Holdings N.V., and Michael Jardon (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.8	Letter agreement, dated September 20, 2021, with Quinn Fanning (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).

†10.9	Letter agreement, dated September 20, 2021, with Michael Bentham (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.10	Service Agreement, dated as of September 30, 2021, by and between Expro North Sea Ltd and Alistair George Sinclair Geddes (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.11	Employment Assignment Letter, dated September 20, 2021, with Steven Russell (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.12	Service Agreement, dated as of September 29, 2021, by and between Expro North Sea Ltd and John McAlister (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.13	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.14	Form of Director Confidentiality Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on August 4, 2022).
†10.15	Expro Group Holdings N.V. Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.16	Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K (File No. 001-36053), filed on October 1, 2021).
†10.17	Expro Group Holdings International Limited 2018 Management Incentive Plan, as amended (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).
†10.18	Form of Notice of Stock Option Award and Stock Option Award Agreement under the Expro Group Holdings International Limited 2018 Management Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).
†10.19	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2020 Performance Based Form) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.20	Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Performance Based Form) (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.21	Amendment to Frank’s International N.V. Employee Restricted Stock Unit (RSU) Agreement (2013 Long-Term Incentive Plan) (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on May 4, 2021).
†10.22	Expro Group Holdings N.V. Long-Term Incentive Plan, as Amended and Restated, Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.23	Expro Group Holdings N.V. Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Time Based Form) (incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.24	Expro Group Holdings N.V. Long-Term Incentive Plan Restricted Stock Unit Agreement (2021 Performance Based Form) (incorporated by reference to Exhibit 10.25 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.25	Form of Inducement Award Restricted Stock Unit Agreement (Time-Based) (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).
†10.26	Form of Inducement Award Restricted Stock Unit Agreement (Performance-Based) (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-8 (File No. 333-260033), filed on October 4, 2021).

105

†10.27	Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registration on Form S-8 (File No. 333-266018), filed on July 5, 2022).
†10.28	Expro Group Holdings N.V. 2022 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Executive Director Form) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053) filed on November 3, 2022).
†10.29	Frank’s International N.V. Executive Amended and Restated U.S. Executive Change-in-Control Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.52 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 25, 2019).
†10.30	First Amendment to the Frank’s International N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 4, 2021).
†10.31	Amendment One to the Frank’s International N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan, dated October 1, 2021 (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.32	Form of Frank’s International N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan Participation Agreement including Confidentiality and Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).

†10.33	Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated January 21, 2019 (incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K (Filed No. 001-36053), filed on February 25, 2019).
†10.34	Amendment One to the Frank’s International N.V. U.S. Executive Retention and Severance Plan, dated October 1, 2021 (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.35	Form of Expro Group Holdings N.V. U.S. Executive Retention and Severance Plan Participation Agreement including Confidentiality and Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 8, 2022).
†10.36	Frank’s Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
10.37	Amendment No. 10 to the Limited Partnership Agreement of Frank’s International C.V., effective as of December 1, 2017 (incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 27, 2018).
*21.1	List of Subsidiaries of Expro Group Holdings N.V.
*23.1	Consent of Deloitte & Touche LLP
*31.1	Certification of Chief Executive Officer pursuant to Rule 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 Expro’s Annual Report on Form 10-K for the period ended December 31, 2022 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statements of Stockholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements.
*104	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.

106

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.
			(Registrant)
Date:	February 23, 2023	By:	/s/ Quinn P. Fanning
			Quinn P. Fanning
			Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2023.

Signature	Title
/s/ Michael Jardon	President and Chief Executive Officer and Director
Michael Jardon	(Principal Executive Officer)
/s/ Quinn P. Fanning	Chief Financial Officer
Quinn P. Fanning	(Principal Financial Officer)
/s/ Michael Bentham	Principal Accounting Officer
Michael Bentham
/s/ Michael C. Kearney	Chairman of the Board
Michael C. Kearney
/s/ Eitan Arbeter	Director
Eitan Arbeter
/s/ Robert W. Drummond	Director
Robert W. Drummond
/s/ Erich L. Mosing	Director
Erich L. Mosing
/s/ Alan Schrager	Director
Alan Schrager
/s/ Lisa L. Troe	Director
Lisa L. Troe
/s/ Brian Truelove	Director
Brian Truelove
/s/ Eileen G. Whelley	Director
Eileen G. Whelley

107

EX-4.1

Exhibit 4.1

DESCRIPTION OF CAPITAL STOCK

The material provisions of our articles of association and particular provisions of Dutch law relevant to our statutory existence and the Dutch Corporate Governance Code are summarized below. This summary does not restate our articles of association or relevant Dutch law in their entirety. The articles of association, and not this summary, define the rights of holders of shares of our common stock. Our articles of association are registered at the Dutch Trade Register, and an English translation has been filed with the SEC and is incorporated by reference as an exhibit to our Annual Report filed on Form 10-K.

Authorized Capital

Our authorized capital amounts to twelve million euro (EUR 12,000,000) and is divided into two hundred million (200,000,000) shares of common stock, each with a nominal value of six eurocent €0.06. No preferred shares are currently authorized by our articles of association.

Under Dutch law, our authorized capital stock is the maximum capital that we may issue without amending our articles of association. An amendment of our articles of association would require a resolution from the general meeting of shareholders.

Issuance of Capital Stock

Under Dutch law, we may only issue capital stock pursuant to a resolution of the general meeting of shareholders, unless another corporate body has been designated to do so by a resolution of the general meeting of shareholders or by our articles of association.

Our Board is designated by the articles of association for a period of five years from May 19, 2017 to issue shares and grant rights to subscribe for shares up to the amount of unissued shares in our authorized capital stock. The designation may be extended from time to time, with periods not exceeding five years, by a resolution of the general meeting of shareholders adopted with a simple majority. If and when said authority is not or no longer delegated to another corporate body, the general meeting of shareholders may only decide to issue shares and grant rights to subscribe for shares at the proposal of the Board. The designation in the Articles ended on May 19, 2022. At the annual general meeting in 2022, upon the proposal of the Board, the shareholders have authorized the Board to issue shares up to 20% of the issued share capital, for any legal purpose, at the stock exchange or in a private purchase transaction, and during a period of 18 months. The authorization also included the authority to restrict or exclude pre-emptive rights upon an issue of shares. At the upcoming annual general meeting we will again ask our shareholders to authorize the Board to issue shares up to 20% of the issued share capital, for any legal purpose, at the stock exchange or in a private purchase transaction, and during a period of 18 months starting from the date of the 2023 annual meeting. It is our intention to propose to renew such authorization at each annual general meeting.

Pre-Emptive Rights

Under Dutch law, in the event of an issuance of shares of common stock, each holder of common stock will have a pro rata preemptive right based on the number of shares of common stock held by such shareholder. Preemptive rights do not apply with respect to shares of common stock issued against contributions other than in cash or shares of common stock issued to our employees or the employees of one of our group companies. Our Board is authorized by the articles of association for a period of five years from May 19, 2017 to limit or exclude any pre-emptive rights to which shareholders may be entitled in connection with the issuance of shares. The authority to limit or exclude pre-emptive rights may be extended from time to time, with periods not exceeding five years, by a resolution of the general meeting of shareholders adopted with a simple majority. If authority is not delegated to another corporate body, the general meeting of shareholders may only decide to limit or exclude pre-emptive rights. The proposal to renew the authorization for the Board to issue shares at the upcoming annual meeting also includes the authority to restrict or exclude pre-emptive rights upon an issue of shares. It is our intention to propose to renew such authorization at each annual general meeting.

Repurchase of Shares of Capital Stock

Under Dutch law, a public company with limited liability (naamloze vennootschap) may acquire its own fully paid-up shares, subject to certain provisions of Dutch law and the articles of association. We may acquire our own fully paid-up shares either without paying any consideration, or in the event any consideration must be paid only if (i) our shareholders’ equity less the acquisition price is not less than the sum of paid-up and called-up capital and any reserve required to be maintained by law or our articles of association, (ii) we and our subsidiaries would not thereafter hold or hold shares as a pledgee with an aggregate par value exceeding 50% of our issued capital stock and (iii) the general meeting of shareholders has authorized the Board to effect such acquisitions.

Our Board is currently authorized, by resolution of the 2022 annual general meeting held on May 25, 2022, to repurchase up to a total of 10% of the issued share capital, at a price between $0.01 and 105% of the market price on the NYSE, for a period of 18 months from said annual general meeting. It is our intention to propose to renew such authorization at each annual general meeting.

Capital Reduction

Subject to Dutch law and our articles of association, pursuant to a proposal of the Board, the general meeting of shareholders may resolve to reduce the outstanding capital stock by cancellation of shares or by reducing the nominal value of the shares by means of an amendment to our articles of association. Dutch law requires that this resolution be adopted by an absolute majority of votes cast, or by a two-thirds majority of the votes cast, if less than half of the issued capital stock is present or represented at the meeting.

Dividends

Subject to certain exceptions, Dutch law provides that dividends may only be paid out of profits as shown in our annual financial statements as adopted by the general meeting of shareholders. Moreover, dividends may be distributed only to the extent the shareholders’ equity exceeds the sum of the amount of paid-up capital and any reserves that must be maintained under the law. Interim dividends may be declared as provided in the articles of association and may be distributed to the extent that the shareholders’ equity exceeds the amount of the paid-up capital plus any reserves that must be maintained under the law as apparent from an interim statement of assets and liabilities prepared on the basis of generally accepted accounting principles. Interim dividends should be regarded as advances on the final dividend that a company intends to declare with respect to the ongoing financial year or—if the annual accounts have not yet been adopted—the previous financial year.

Should it be determined that any distribution made was not permitted, the shareholders or any other person entitled to profits must repay the dividends declared to the extent such shareholder or person was or ought to have been aware that the distribution was not permitted.

Pursuant to our articles of association, the Board, decides what portion of our profit is to be held as reserves. Holders of our common stock are not entitled to any dividends unless declared by our Board.

General Meeting of Shareholders

Procedures and Admissions

Pursuant to our articles of association, general meetings of shareholders are held in the municipality of Amsterdam, The Netherlands or at the Municipality of Haarlemmermeer, The Netherlands (Schipol). A general meeting of shareholders will be held at least once a year, within six months after the end of our financial year, being the period required by Dutch law and our articles of association. Under the temporary coronavirus (COVID-19) outbreak legislation from the Ministry of Justice and Security (the "Emergency Act") it was possible for the Board of the Company to extend the deadline to hold the annual general meeting with another four months (so by October 31). This possibility was used for the 2021 general meeting. The Emergency Act was in force until February 1, 2023.

Extraordinary general meetings of shareholders will be held as frequently as needed; however they must be convened by the Board or by shareholders and holders of depositary receipts issued with the cooperation of the Company, together representing at least one-tenth of the issued capital (the “Requesting Shareholders”). The Requesting Shareholders are only authorized to call the extraordinary general meeting themselves if it is evidenced that the Requesting Shareholders have requested the Board to call a general meeting in writing, exactly stating the matters to be discussed, and the Board has not taken the necessary steps so that the general meeting could be held within six weeks after the request. If the Requesting Shareholders represent more than half of the issued capital, however, they shall be authorized to call the general meeting themselves without first having to request the Board to call the general meeting.

Our Board must give public notice of a general meeting of shareholders or an extraordinary meeting of shareholders, by at least such number of days prior to the day of the meeting as required by Dutch law, which is currently fifteen days.

The agenda for a meeting of shareholders must contain such items as the Board or the person or persons convening the meeting determine. The agenda shall also include any matter, the consideration of which has been requested by one or more shareholders, representing alone or jointly with others at least such percentage of the issued capital stock as determined by Dutch law, which is currently set at three percent. The request to consider such matter should have been received by us no later than on the 60th day prior to the day of the meeting accompanied by a statement containing the reasons for the request.

The agenda for the annual general meeting of shareholders shall contain, among other items, items placed on the agenda in accordance with Dutch law and our articles of association, the consideration of the annual report, the discussion and adoption of our annual accounts, our policy regarding dividends and reserves and the proposal to pay a dividend (if applicable), proposals relating to the composition of the Board, including the filling of any vacancies on the Board, the proposals placed on the agenda by the Board, including but not limited to a proposal to grant discharge to the members of the Board from liability in respect of the exercise of their duties during the financial year, together with the items proposed by shareholders in accordance with provisions of Dutch law and our articles of association.

Shareholders are entitled to attend our general meeting of shareholders, to address the general meeting of shareholders and to vote, either in person or represented by a person holding a written proxy. The requirement that a proxy must be in written form is also fulfilled when it is recorded electronically.

The holder of a right of usufruct or a pledgee with voting rights is entitled to request an item to be placed on the agenda of the general meeting of shareholders, to attend the general meeting of shareholders, to address the general meeting of shareholders and to vote.

Under Dutch law, shareholders’ resolutions may be adopted in writing without holding a meeting of shareholders, provided that (i) the articles of association explicitly allow such practice and (ii) all shareholders are in favor of the resolution to be adopted. Our articles of association, however, will not provide for shareholder action by written consent as it is not practicable for a listed company.

Members of the Board are authorized to attend general meetings of shareholders. They have an advisory vote. The general meeting shall be chaired by the Chairman of the Board or by another non-executive director appointed for that purpose by the Board.

Voting Rights

Under Dutch law and our articles of association, each share of common stock confers the right to cast one vote at the general meeting of shareholders. Resolutions by the general meeting of shareholders must be adopted by an absolute majority of votes cast, unless another standard of votes and / or a quorum is required by virtue of Dutch law or our articles of association. There is no required quorum under Dutch law for shareholder action at a properly convened shareholder meeting, except in specific instances prescribed by Dutch law or our articles of association.

Each shareholder has the right to participate in, address and exercise its right to vote at the general meeting of shareholders in person or by written proxy or by electronic means of communication, subject to certain conditions for the use of electronic means of voting set by or pursuant to the articles of association.

No votes may be cast at a general meeting of shareholders on the shares held by us or our subsidiaries. Nonetheless, the holders of a right of usufruct and the holders of a right of pledge in respect of the shares held by us or our subsidiaries in our capital stock are not excluded from the right to vote on such shares, if the right of usufruct or the right of pledge was granted prior to the time such shares were acquired by us or any of our subsidiaries. Neither we nor our subsidiaries may cast votes in respect of a share on which we or such subsidiary holds a right of usufruct or a right of pledge.

Under Dutch law, our Board is not required to set a record date for a general meeting to determine those shareholders that are entitled to vote at the general meeting. Our Board has selected to adopt a record date. Dutch law requires that the record date be on the 28th day prior to the date of the general meeting. Shareholders as of the record date shall be deemed entitled to attend and to vote at the general meeting. There is no specific provision in Dutch law relating to adjournment of the general meeting of shareholders.

Nomination Right

Pursuant to our amended and restated articles of association, our Board consists of one or more executive directors and one or more non-executive directors. The total number of directors, as well as the number of executive directors and non-executive directors, is determined by the Board.

Pursuant to a director nomination agreement, dated as of March 10, 2021, among the Company and certain shareholders party thereto (the “Director Nomination Agreement”) the Director Nomination Agreement, Oak Hill Advisors, L.P. has the right in respect of two non-executive board seats to designate the person who must be proposed by the Board for appointment provided that it owns at least 20% of the Company’s outstanding common stock (and one director if it owns at least 10%, but less than 20%, of the outstanding common stock). Oak Hill Advisors, L.P. currently owns over 10%, but less than 20%, of the outstanding common stock. Therefore, Oak Hill Advisors, L.P. has the right in respect of one non-executive board seat to designate the person who must be proposed by the Board for appointment. Also, the Mosing Parties (as defined in the Director Nomination Agreement) have the right in respect of one non-executive board seat to designate the person who must be proposed by the Board for appointment as long as they own at least 10% of the Company’s outstanding common stock. The remaining directors, including any directors for which the relevant shareholders do not exercise its recommendation right, are appointed on recommendation of the Board. A recommendation submitted on time is binding. However, the general meeting may disregard the recommendation if it adopts a resolution to that effect by a majority of no less than two-thirds of the votes cast, representing over one-half of the issued capital.

Shareholder Vote on Certain Reorganizations

Under Dutch law, the approval of our general meeting of shareholders is required for any significant change in the identity of us or our business.

Appraisal Rights

Subject to certain exceptions, Dutch law does not recognize the concept of appraisal or dissenters’ rights.

Anti-Takeover Provisions

Under Dutch law, protective measures against takeovers are possible and permissible, within the boundaries set by Dutch law and Dutch case law.

The following resolutions and provisions of our articles of association may have the effect of making a takeover of the Company more difficult or less attractive, including:

● our Board, will be designated to issue shares and grant rights to subscribe for shares of common stock, up to the amount of our authorized capital stock and to limit or exclude pre-emptive rights on shares, both for a period of five years from May 19, 2017, whereby this designation was renewed at the 2022 general meeting; and

● shareholder action by written consent will not be permitted, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.

Inspection of Books and Records

The Board provides all information required by Dutch law at the general meeting of shareholders and makes the information available to individual shareholders at the office of the Company with copies available upon request. The part of our shareholders’ register kept in The Netherlands is available for inspection by the shareholders.

Amendment of the Articles of Association

The general meeting of shareholders is able to effect an amendment of the articles of association only upon a proposal of our Board. A proposal to amend the articles of association whereby any change would be made in the rights which vest in the holders of shares in a specific class in their capacity as such, shall require the prior approval of the meeting of the holders of the shares of that specific class.

Dissolution, Merger or Demerger

The general meeting of shareholders will only be able to effect a dissolution of the Company. The liquidation of the Company shall be carried out by the directors, if and to the extent the Board has not appointed one or more other liquidators.

Under Dutch law, a resolution for a legal merger (juridische fusie) or legal demerger (juridische splitsing) is adopted in the same manner as a resolution to amend the articles of association. The general meeting of shareholders may, in accordance with the relevant merger proposal by the Board, adopt a resolution for a legal merger or legal demerger by an absolute majority of the votes cast, unless less than half of the issued capital stock is present or represented at the meeting, in which case a two-thirds majority is required.

Shareholder Suits

If a third party is liable to a Dutch company, under Dutch law generally shareholders do not have the right to bring an action on behalf of the company or 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 stock. Only in the event that the cause for the 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 such 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 a group 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 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 of 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 aforementioned term.

Squeeze-Out

Under Dutch law, a shareholder who holds at least 95% of our issued capital for its own account may institute proceedings against the other shareholders jointly for the transfer of their shares to the shareholder. The proceedings are held before the Enterprise Division (Ondernemingskamer) of the Court of Appeal in Amsterdam, which may award the claim for squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one or three experts who will render an opinion to the Enterprise Chamber on the value of the shares. The court shall disallow the proceedings against all other defendants if (i) notwithstanding compensation, a defendant would sustain serious tangible loss by the transfer; (ii) the defendant is the holder of a share in which a special right of control of the company is vested under the articles of association; or (iii) a claimant has, as against a defendant, renounced his power to institute such proceedings. Once the order for transfer has become final, the acquirer must give written notice of the price and the date on which and the place where the price is payable to the minority shareholders whose addresses are known to the acquirer. Unless all addresses are known to the acquirer, it must also publish the same in a daily newspaper with nationwide distribution.

EX-10.5

Exhibit 10.5

EXECUTION VERSION

Dated 18 May 2022

First Amendment Agreement

in respect of a
Revolving Facility Agreement
dated 1 October 2021

between

Expro Holdings UK 2 Limited

as Obligors’ Agent

and

DNB Bank ASA, London Branch

as Agent

Table of Contents

			Page
1.	Definitions and Interpretation		1
2.	Amendments to the Revolving Facility Agreement		2
3.	Reorganisation Undertakings		2
4.	Confirmations		2
5.	Representations and Warranties		3
6.	Costs and Expenses		3
7.	Incorporation of Terms		3
8.	Counterparts		3
9.	Governing Law		4
10.	Enforcement		4
Schedule 1		Agreement Amendments	5
Part 1		Change of Control Amendment	5
Part 2		Letters of Credit Amendment	5
Part 3		Share Buyback Amendment	7
Signatories			8

This First Amendment Agreement (this “Agreement”) is dated 18 May 2022 and made between:

(1) Expro Holdings UK 2 Limited on behalf of itself and as Obligors’ Agent; and

(2) DNB Bank ASA, London Branch (the “Agent”) on behalf of itself and as agent on behalf of the other Finance Parties.

Whereas:

(A) Reference is made to the revolving facility agreement dated 1 October 2021 between, among others, the Parent, the Borrowers and the Guarantors (each as defined therein), the Agent and the Security Agent (as defined therein) (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Revolving Facility Agreement”).

(B) Pursuant to a consent request letter dated 10 March 2022 (the “Consent Request Letter”) the Parent requested the Lenders consent to certain transactions and amendments to the Revolving Facility Agreement.

(C) Pursuant to the Consent Request Letter, the parties wish to amend the Revolving Facility Agreement on the terms and subject to the conditions set out in this Agreement.

(D) Pursuant to clause 41 (Amendments and Waivers) of the Revolving Facility Agreement, the Agent is authorised to effect, on behalf of any Finance Party, any amendment or waiver permitted by that clause.

(E) Pursuant to clause 2.5 (Obligors’ Agent) of the Revolving Facility Agreement, Expro Holdings UK 2 Limited is appointed as agent of each Obligor in respect of the Revolving Facility Agreement and is authorised to make such agreements and to effect relevant amendments, supplements and variations capable of being given, made or effected by any Obligor.

It is agreed as follows:

1. Definitions and Interpretation

(1) Interpretation

(a) Save as defined in this Agreement, words and expressions defined in the Revolving Facility Agreement shall have the same meanings in this Agreement.

(b) Clauses 1.2 (Construction) and 1.4 (Third Party Rights) of the Revolving Facility Agreement shall be deemed to be incorporated into this Agreement save that references in the Revolving Facility Agreement to “this Agreement” shall be construed as references to this Agreement.

(2) Definitions

In this Agreement the following expressions shall have the following meanings:

“Amended Revolving Facility Agreement” means the Revolving Facility Agreement, as amended by this Agreement.

“Secured Obligations” has the meaning given to that term in the Intercreditor Agreement.

2. Amendments to the Revolving Facility Agreement

(1) Pursuant to the terms of the Revolving Facility Agreement:

(a) Expro Holdings UK 2 Limited on behalf of itself and as Obligors’ Agent consents to each of the amendments to the Revolving Facility Agreement contemplated by this Agreement; and

(b) the Agent on behalf of itself and as agent on behalf of the other Finance Parties consents to each of the amendments to the Revolving Facility Agreement contemplated by this Agreement.

(2) With effect from the date of this Agreement:

(a) the amendments to the Revolving Facility Agreement set out in Schedule 1 (Agreement Amendments) shall be deemed made, in each case, on the terms and conditions (if any) stated; and

(b) all references in the Revolving Facility Agreement to “this Agreement” shall include the Revolving Facility Agreement as amended by this Agreement.

(3) With effect from the date of this Agreement, the Revolving Facility Agreement and this Agreement shall be read and construed as one document and references in the Revolving Facility Agreement and in each of the Finance Documents to the Revolving Facility Agreement shall be read and construed as references to the Revolving Facility Agreement as amended by this Agreement; and save as amended by this Agreement, the Revolving Facility Agreement and each Finance Document to which it is a party shall continue in full force and effect.

(4) The Obligors’ Agent (for and on behalf of the Parent) and the Agent designate this Agreement as a Finance Document by execution of this Agreement for the purposes of the definition of “Finance Document” in the Revolving Facility Agreement.

3. Reorganisation Undertakings

(1) Pursuant to clause 31.4 of the Revolving Facility Agreement (Additional Guarantors) and subject to the Agreed Security Principles, the Parent shall procure that US Newco (as defined in the Consent Request Letter, being a newly formed, wholly owned member of the Group organized in the United States of America (“US Newco”)) will, as soon as possible after becoming a Material Company (including, for the avoidance of doubt, as a result of its holding of shares in any Obligor, as contemplated by the Consent Request Letter) and in any event within 45 days (or such later date as the Agent may agree in its discretion (acting reasonably)) thereafter, become an Additional Guarantor by delivering to the Agent:

(a) an Accession Deed duly completed and executed by the Parent and US Newco; and

(b) all of the applicable documents and evidence listed in Part 2 of Schedule 2 (Conditions Precedent) of the Revolving Facility Agreement in relation to US Newco.

4. Confirmations

(1) The Obligors’ Agent (for itself and for and on behalf of each of the Obligors) confirms that the guarantee and indemnity contained in clause 23 (Guarantee and Indemnity) of the Revolving Facility Agreement and/or each Finance Document to which it is a party shall, after giving effect to the amendments effected by this Agreement, on and after the date of this Agreement:

(a) continue in full force and effect and extend to the liabilities and obligations of each of the Obligors under the Amended Revolving Facility Agreement and the other Finance Documents (as amended from time to time); and

(b) continue to constitute legal, valid and binding obligations of the Guarantors enforceable in accordance with their terms.

2

(2) The Obligors’ Agent (for itself and for and on behalf of each Obligor) confirms that after giving effect to the amendments effected by this Agreement, each of the security interests created under any Transaction Security Documents:

(a) continue in full force and effect as security for the payment or discharge of all Secured Obligations under the Debt Documents (including, without limitation, the Amended Revolving Facility Agreement); and

(b) continue to constitute legal, valid and binding obligations of the relevant Obligors enforceable in accordance with their terms.

(3) The Obligors’ Agent (for and on behalf of the Parent) confirms that the Parent shall (and shall procure that each of the Obligors will), at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

5. Representations and Warranties

(1) Expro Holdings UK 2 Limited represents and warrants to the Agent and to the Lenders that it has been, and remains, appointed and authorised to act as the Obligors’ Agent in accordance with clause 2.5 (Obligors’ Agent) of the Revolving Facility Agreement.

(2) The Obligors’ Agent and each other Obligor jointly and severally, in each case, on the date of this Agreement:

(a) makes the Repeating Representations as if references to “this Agreement” in those Repeating Representations were references to this Agreement; and

(b) represents and warrants that it has not amended or varied any of its constitutional documents since the date such documents were delivered to the Agent pursuant to clause 4.1 (Initial Conditions Precedent) of the Revolving Facility Agreement, other than as permitted or required pursuant to the Revolving Facility Agreement.

6. Costs and Expenses

The provisions of clause 22 (Costs and Expenses) of the Revolving Facility Agreement shall apply to this Agreement as if it were expressly set out in this Agreement with the necessary changes being made and with each reference in the Revolving Facility Agreement to “this Agreement” being construed as references to this Agreement.

7. Incorporation of Terms

The terms of clauses 37 (Notices), 39 (Partial Invalidity) and 40 (Remedies and Waivers) of the Revolving Facility Agreement shall be deemed to be incorporated into this Agreement save that references in the Revolving Facility Agreement to “this Agreement” shall be construed as references to this Agreement.

8. Counterparts

This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

3

9. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

10. Enforcement

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) Notwithstanding paragraph (1) above no Finance Party or Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties and Secured Parties may take concurrent proceedings in any number of jurisdictions.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

4

Schedule 1    Agreement Amendments

Part 1 Change of Control Amendment

(1) The definition of “Change of Control” in clause 1.1 (Definitions) of the Revolving Facility Agreement shall be amended by removing clauses (b), (c) and (d) and adding a new clause (b), as follows:

“Change of Control” means

(a) any person or group of persons acting in concert who do not control the Group as of the date of this Agreement acquire (directly or indirectly) beneficially more than 30 per cent. of the issued voting share capital of the Parent where acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co‑operate, through the acquisition and/or ownership of voting shares in the Parent, to obtain or consolidate control (directly or indirectly) of the Parent provided that the persons voting in the same or consistent manner at any general meeting of the Parent will not be considered to be acting in concert by virtue only of exercising their votes in such manner;

(b) the Parent ceasing to own and control all of the shares in Frank’s International LP B.V.;

(c) the Parent ceasing to own and control all of the shares in Frank’s International Partners B.V.;

(d) the Parent ceasing to own and control all of the shares in Blackhawk Group Holdings LLC; or

(b) the Parent or another Obligor ceasing to own and control all of the shares in Frank’s International (Gibraltar) Limited, other than pursuant to a Third Party Disposal or paragraph (d) of the definition of “Permitted Transaction”; or

(c) the Parent ceasing to own and control all of the shares in New Eagle Holdings Limited.

Part 2    Letters of Credit Amendment

(1) Clause 6.2 (Delivery of a Utilisation Request for Letters of Credit), paragraph (b) of clause 6.3 (Completion of a Utilisation Request for Letters of Credit) and paragraphs (a) through (d) of clause 7.3 (Indemnities) of the Revolving Facility Agreement shall be amended to add the highlighted text as follows:

6.2 Delivery of a Utilisation Request for Letters of Credit

A Borrower (or the Parent on its behalf) may request a Letter of Credit to be issued for itself (including for and on behalf of a Subsidiary of the Parent) by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time. For the avoidance of doubt, the obligations of the Borrower (or the Parent) under this Agreement shall not be affected in any way whatsoever when a Letter of Credit is issued for and on behalf of a Subsidiary of the Parent and that Subsidiary shall have no rights, remedies nor obligations under this Agreement. This Agreement does not purport to regulate the relations between any Borrower or the Parent and their Subsidiaries for and on behalf of which a Letter of Credit is issued pursuant to this Agreement.

5

6.3 Completion of a Utilisation Request for Letters of Credit

Each Utilisation Request for a Letter of Credit is irrevocable and will not be regarded as having been duly completed unless:

(a) it specifies that it is for a Letter of Credit;

(b) it identifies the Borrower of the Letter of Credit and if the Letter of Credit is issued for that Borrower for and on behalf of a Subsidiary of the Parent, that Borrower shall (a) identify the relevant Subsidiary; (b) supply such documentation and other evidence in respect of the underlying transaction of that Letter of Credit, as is reasonably requested by the Fronting Bank in order for the Fronting Bank to carry out and be satisfied it has complied with all necessary anti-money laundering and financial crime prevention checks under all applicable laws and regulations; and (c) if such Subsidiary is not a wholly-owned member of the Group (A) supply the identity of all minority shareholders if their interests in that Subsidiary represent (in aggregate) less than 10% of its issued capital stock; and (B) supply such documentation and other evidence in respect of the minority shareholders if their interests in that Subsidiary represent (in aggregate) 10% or more of its issued capital stock, as such documentation or other evidence is reasonably requested by the Fronting Bank in order for the Fronting Bank to carry out and be satisfied it has complied with all necessary “know your customer” or similar identification checks under all applicable laws and regulations;

7.3 Indemnities

(a) Each Borrower shall immediately on demand indemnify the Fronting Bank against any cost, loss or liability incurred by the Fronting Bank (otherwise than by reason of the Fronting Bank’s gross negligence or wilful misconduct, as determined by a court of competent jurisdiction in a final non‑appealable judgment) in acting as the Fronting Bank under any Letter of Credit requested by (or on behalf of) that Borrower (including for and on behalf of a Subsidiary of the Parent) (including, without limitation, as a result of the relevant Borrower’s failure to provide cash collateral or a counter‑indemnity, as required pursuant to paragraph (d) of Clause 6.5 (Term of Facility B Letters of Credit)).

(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Fronting Bank against any cost, loss or liability incurred by the Fronting Bank (otherwise than by reason of the Fronting Bank’s gross negligence or wilful misconduct, as determined by a court of competent jurisdiction in a final non‑appealable judgment) in acting as the Fronting Bank under any Letter of Credit (unless the Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).

(c) The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit (including for and on behalf of a Subsidiary of the Parent) shall immediately on demand reimburse any Lender for any payment it makes to the Fronting Bank under this Clause 7.3 in respect of that Letter of Credit.

(d) The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part. For the avoidance of doubt, the Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit shall remain primarily liable for the Letter of Credit irrespective of whether such Letter of Credit is issued for and on behalf of a Subsidiary of the Parent.

6

(2) The definition of “Facility B Letter of Credit” in clause 1.1 (Definitions) of the Revolving Facility Agreement shall be amended so that each instance of the words “USD 500,000” in paragraphs (a) and (b) of such definition is replaced with the words “USD 1,000,000”.

Part 3 Share Buyback Amendment

(1) Clause 27.20 (Dividends and Share Redemption) of the Revolving Facility Agreement shall be amended to add a new clause (iii) to paragraph (b) thereof, as follows:

(b) Paragraph (a) above does not apply to:

(i) the extent that the actions set out in paragraphs (a)(i) and (a)(ii) are taken by (A) an Obligor for the benefit of another Obligor; or (B) a member of the Group which is not an Obligor for the benefit of another member of the Group; or

(ii) a Permitted Transaction (other than one referred to in paragraph (c) of the definition of that term); or

(iii) any dividend or distribution by the Parent or any redemption, repurchase, defeasance, retirement or repayment of share capital of the Parent; provided that the total amount of any such payments in the aggregate does not exceed USD50,000,000 (or its equivalent in other currencies) during the term of the Facilities; provided further that, at the time of any such dividend, distribution, redemption, repurchase, defeasance, retirement or repayment, the Parent shall be in compliance on a pro forma basis with the financial covenant set forth in paragraph © (Senior Leverage) of Clause 26.2 (Financial Condition) for the Relevant Period ending on the most recent Quarter Date (after giving effect to such dividend, distribution, redemption, repurchase, defeasance, retirement or repayment).

*         *         *

7

Signatories

Expro Holdings UK 2 Limited for itself and as Obligors’ Agent /s/ John McAlister By: John McAlister

[Signature Page to First Amendment Agreement]

The Agent
DNB Bank ASA, London Branch		/s/ Kay Newman By: Kay Newman

/s/ Craig Ramsay By: Craig Ramsay

[Signature Page to First Amendment Agreement]

EX-21.1

	Exhibit 21.1
LIST OF SUBSIDIARIES OF EXPRO GROUP HOLDINGS N.V.
Entity	Jurisdiction
Blackhawk Specialty Tools de Mexico S. de RL de C.V.	Mexico
Blackhawk Specialty Tools, LLC	Texas, USA
Exploration and Production Services (Holdings) Ltd	United Kingdom
Expro Americas LLC	Delaware, USA
Expro Argentina, S.R.L.	Argentina
Expro Benelux Limited	United Kingdom
Expro Eurasia Limited	United Kingdom
Expro Group Australia PTY	Australia
Expro Gulf Ltd	Cyprus
Expro Holdings UK 2 Ltd	United Kingdom
Expro Holdings UK 3 Ltd	United Kingdom
Expro Holdings UK 4 Ltd	United Kingdom
Expro Holdings US Inc.	Delaware, USA
Expro International B.V.	The Netherlands
Expro International Group Ltd	United Kingdom
Expro LP B.V.	The Netherlands
Expro North Sea Ltd	United Kingdom
Expro Norway AS	Norway
Expro Overseas Inc.	Panama
Expro Resources Ltd	United Kingdom
Expro Tool, S.de RL de CV	Mexico
Expro US Holdings LLC	Delaware, USA
Expro Worldwide B.V.	The Netherlands
Exprotech Nigeria Ltd.	Nigeria
FI Oilfield Services Canada ULC	Alberta, Canada
Frank’s International Guyana, Inc.	Guyana
Frank’s International Hungary Kft.	Hungary
Frank's Canada Holding B.V.	The Netherlands
Frank's Eiendom AS	Norway
Frank's International (Bermuda) Ltd	Bermuda
Frank's International (Gibraltar) Limited	Gibraltar
Frank's International A.S.	Norway
Frank's International Americas B.V.	The Netherlands
Frank's International Brasil Ltda.	Brazil
Frank's International C.V.	The Netherlands
Frank's International Coöperatief U.A.	The Netherlands
Frank's International ITL, Ltd.	British Virgin Islands

Frank's International Limited	United Kingdom
Frank's International Mexico S. de RL de C.V.	Mexico
Frank's International Middle East (BVI) Ltd	British Virgin Islands
Frank's International Middle East FZCO	United Arab Emirates
Frank's International Operations B.V.	The Netherlands
Frank's International Sdn Bhd	Brunei
Frank's International Trinidad Unlimited	Trinidad
Frank's International Tubular Products Ltd	British Virgin Islands
Frank's International West Africa (B.V.I.) Limited	British Virgin Islands
Frank's International, LLC	Texas, USA
Frank's Oilfield Services (Aust) Pty Ltd	Australia
Frank's Rawabi (S.A.) Limited	Saudi Arabia
Integrated Services (Intl) Limited	United Kingdom
New Eagle 2 Limited	Cayman Islands
New Eagle Holdings Ltd	Cayman Islands
Oilfield Equipment Rentals B.V.	The Netherlands
Oilfield Equipment Rentals Limited	Ireland
Petrotech A.S.	Norway
PT Frank's Indonesia	Indonesia

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-269193 on Form S-3 and Registration Statement Nos. 333-190607, 333-260033 and 333-266018 on Form S-8 of our reports dated February 23, 2023, relating to the financial statements of Expro Group Holdings N.V. and the effectiveness of Expro Group Holdings N.V.’s internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

February 23, 2023

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Michael Jardon, certify that:

1. I have reviewed this Annual Report on Form 10-K (this “report”) of Expro Group Holdings N.V. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ Michael Jardon                               

Michael Jardon

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Quinn P. Fanning, certify that:

1. I have reviewed this Annual Report on Form 10-K (this “report”) of Expro Group Holdings N.V. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 23, 2023

/s/ Quinn P. Fanning               

Quinn P. Fanning

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF THE

SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the Annual Report of Expro Group Holdings N.V. (the “Company”) on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Jardon, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 23, 2023	/s/ Michael Jardon
	Michael Jardon
	President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE

SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

In connection with the Annual Report of  Expro Group Holdings N.V. (the “Company”) on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Quinn P. Fanning, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 23, 2023	/s/ Quinn P. Fanning
	Quinn P. Fanning
	Chief Financial Officer

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Feb. 21, 2023	Jun. 30, 2022
Document Information [Line Items]
Entity Central Index Key	0001575828
Entity Registrant Name	Expro Group Holdings N.V.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-36053
Entity Incorporation, State or Country Code	P7
Entity Tax Identification Number	98-1107145
Entity Address, Address Line One	1311 Broadfield Boulevard, Suite 400
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77084
City Area Code	713
Local Phone Number	463-9776
Title of 12(b) Security	Common Stock, €0.06 nominal value
Trading Symbol	XPRO
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 765,100,000
Entity Common Stock, Shares Outstanding		108,817,989
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Houston, Texas

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 1,279,418	$ 825,762	$ 675,026
Operating costs and expenses:
Cost of revenue, excluding depreciation and amortization	(1,057,356)	(701,165)	(566,876)
General and administrative expense, excluding depreciation and amortization	(58,387)	(73,880)	(23,814)
Depreciation and amortization expense	(139,767)	(123,866)	(113,693)
Impairment expense	0	0	(287,454)
Gain on disposal of assets	0	1,000	10,085
Merger and integration expense	(13,620)	(47,593)	(1,630)
Severance and other expense	(7,825)	(7,826)	(13,930)
Total operating cost and expenses	(1,276,955)	(953,330)	(997,312)
Operating income (loss)	2,463	(127,568)	(322,286)
Other income, net	3,149	3,992	3,908
Interest and finance expense, net	(241)	(8,795)	(5,656)
Loss before taxes and equity in income of joint ventures	5,371	(132,371)	(324,034)
Equity in income of joint ventures	15,731	16,747	13,589
Income (loss) before income taxes	21,102	(115,624)	(310,445)
Income tax (expense) benefit	(41,247)	(16,267)	3,400
Net loss	$ (20,145)	$ (131,891)	$ (307,045)
Loss per common share:
Total basic and diluted loss per share (in dollars per share)	$ (0.18)	$ (1.64)	$ (4.33)
Weighted average common shares outstanding:
Basic and diluted (in shares)	109,072,761	80,525,694	70,889,753

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net loss	$ (20,145)	$ (131,891)	$ (307,045)
Other comprehensive income (loss):
Actuarial gain (loss) on defined benefit plans	7,440	22,345	(9,356)
Plan curtailment / amendment credit recognized	0	0	5,510
Reclassified net remeasurement (loss) gains	0	(244)	104
Amortization of prior service credit	(249)	(249)	0
Income taxes on pension	0	0	(926)
Other comprehensive income (loss)	7,191	21,852	(4,668)
Comprehensive loss	$ (12,954)	$ (110,039)	$ (311,713)

XML

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

XML

Consolidated Balance Sheets (Parentheticals) - € / shares	Dec. 31, 2022	Dec. 31, 2021
Common stock, par value (in EUR per share)	€ 0.06	€ 0.06
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	110,710,188	109,697,040
Common stock, shares outstanding (in shares)	108,743,761	109,142,925
Treasury stock, shares (in shares)	1,966,427	554,115

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net loss	$ (20,145)	$ (131,891)	$ (307,045)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment expense	0	0	287,454
Depreciation and amortization expense	139,767	123,866	113,693
Equity in income of joint ventures	(15,731)	(16,747)	(13,589)
Stock-based compensation expense	18,486	54,162	0
Changes in fair value of investments	1,199	(511)	0
Elimination of unrealized profit on sales to joint ventures	0	174	2,085
Debt issuance expense	0	5,166	0
Gain on disposal of assets	0	(1,000)	(10,085)
Deferred taxes	(1,326)	(737)	(20,596)
Unrealized foreign exchange losses	6,116	1,407	2,106
Changes in assets and liabilities:
Accounts receivable, net	(97,758)	(20,256)	38,486
Inventories	(26,037)	906	2,780
Other assets	4,365	12,683	532
Accounts payable and accrued liabilities	35,491	5,371	(25,161)
Other liabilities	31,435	(5,981)	7,150
Income taxes, net	10,209	(2,056)	(4,241)
Dividends received from joint ventures	7,283	4,058	3,646
Other	(13,185)	(12,470)	(6,824)
Net cash provided by operating activities	80,169	16,144	70,391
Cash flows from investing activities:
Capital expenditures	(81,904)	(81,511)	(112,387)
Cash and cash equivalents and restricted cash acquired in the Merger	0	189,739	0
Acquisition of technology	(7,967)	0	0
Proceeds from disposal of assets	7,279	3,818	15,614
Proceeds from sale / maturity of investments	11,386	0	0
Net cash (used in) provided by investing activities	(71,206)	112,046	(96,773)
Cash flows from financing activities:
(Cash pledged for) release of collateral deposits	(70)	162	2,271
Repayment of financed insurance premium	(7,245)	(227)	0
Payments of loan issuance and other transaction costs	(132)	(5,123)	(1,095)
Acquisition of Company common stock	(12,996)	0	0
Payment of withholding taxes on stock-based compensation plans	(4,168)	(818)	0
Repayments of finance leases	(1,001)	(1,170)	(1,801)
Net cash used in financing activities	(25,612)	(7,176)	(625)
Effect of exchange rate changes on cash and cash equivalents	(4,738)	(1,876)	631
Net (decrease) increase to cash and cash equivalents and restricted cash	(21,387)	119,138	(26,376)
Cash and cash equivalents and restricted cash at beginning of year	239,847	120,709	147,085
Cash and cash equivalents and restricted cash at end of year	$ 218,460	$ 239,847	$ 120,709

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Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock Outstanding [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Treasury Stock [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Warrants [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Additional Paid-in Capital [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] AOCI Attributable to Parent [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member] Retained Earnings [Member]	Cumulative Effect, Period of Adoption, Adjustment [Member]	Common Stock Outstanding [Member]	Treasury Stock [Member]	Warrants [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2019								70,890
Balance at Dec. 31, 2019	$ 0	$ 0	$ 0	$ 0	$ 0	$ (853)	$ (853)	$ 585	$ 0	$ 10,530	$ 1,006,100	$ 3,174	$ (95,839)	$ 924,550
Net loss								0	0	0	0	0	(307,045)	(307,045)
Other comprehensive loss								$ 0	0	0	0	(4,668)	0	(4,668)
Balance (in shares) at Dec. 31, 2020								70,890
Balance at Dec. 31, 2020								$ 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 loss								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 (in shares)								741
Common shares issued upon vesting of share-based awards								$ 16	0	0	(16)	0	0	0
Treasury shares withheld (in shares)								(554)
Treasury shares withheld								$ 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 (in shares)								38,066
Merger								$ 7,828	21,967	0	756,421	0	0	742,282
Merger								$ (7,828)	(21,967)	0	(756,421)	0	0	(742,282)
Balance (in shares) at Dec. 31, 2021								109,143
Balance at Dec. 31, 2021								$ 7,844	(22,785)	0	1,827,782	20,358	(535,628)	1,297,571
Net loss								0	0	0	0	0	(20,145)	(20,145)
Other comprehensive loss								0	0	0	0	7,191	0	7,191
Stock-based compensation expense								$ 0	0	0	18,486	0	0	18,486
Common shares issued upon vesting of share-based awards (in shares)								1,013
Common shares issued upon vesting of share-based awards								$ 67	0	0	810	0	0	877
Treasury shares withheld (in shares)								(312)
Treasury shares withheld								$ 0	(5,090)	0	0	0	0	(5,090)
Acquisition of common stock (in shares)								(1,100)
Acquisition of common stock								$ 0	(12,995)	0	0	0	0	(12,995)
Balance (in shares) at Dec. 31, 2022								108,744
Balance at Dec. 31, 2022								$ 7,911	$ (40,870)	$ 0	$ 1,847,078	$ 27,549	$ (555,773)	$ 1,285,895

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Note 1 - Business Description

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

1.         Business description

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 includes 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.

On March 10, 2021, Frank’s International N.V. (“Frank’s”) and New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Frank’s (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Expro Group Holdings International Limited (“Legacy Expro”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, providing for the merger of Legacy Expro with and into Merger Sub in an all-stock transaction, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of Frank’s (the “Merger”). The Merger closed on October 1, 2021 (the “Closing Date”), and Frank’s was renamed to Expro Group Holdings N.V. (the “Company”). The Merger was accounted for using the acquisition method of accounting with Legacy Expro being identified as the accounting acquirer. The consolidated financial statements of the Company reflect the financial position, results of operations and cash flows of only Legacy Expro for all periods prior to the Merger and of the combined company (including activities of Frank’s) for all periods subsequent to the Merger. 

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

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

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

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Note 2 - Basis of Preparation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Basis of Presentation and Significant Accounting Policies [Text Block]

2.         Basis of presentation and significant accounting policies

Basis of presentation

The consolidated financial statements of the Company 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 its subsidiaries. All intercompany balances 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.

Use of estimates

Preparation of the consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying 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 assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from these estimates.

Revenue recognition

We recognize 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 a period of time.

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

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

Where contractual arrangements contain multiple performance obligations, we analyze each performance obligation within the sales arrangement to determine whether they are distinct. The revenue for contracts involving multiple performance obligations is allocated to each distinct performance obligation based on relative selling prices and is recognized on satisfaction of each distinct performance obligation. Further, a small number of our contracts contain penalty provisions for late delivery and installation 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 are assessed as variable consideration in the contract.

Expro recognizes revenue for long-term construction-type contracts, involving significant design and engineering efforts in order to satisfy custom designs for customer-specific applications, on an over a period of time basis, using an input method, which represents the ratio of actual costs incurred to date on the project in relation to total estimated project costs. The estimate of total project costs has a significant impact on both the amount of revenue recognized as well as the related profit on a project. Revenue and profits on contracts can also be significantly affected by change orders and claims. Profits are recognized based on the estimated project profit multiplied by the percentage complete. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs are often required as work progresses. Any expected losses on a project are recorded in full in the period in which they are identified.

Revenue is recognized to depict the transfer of promised services or goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or goods. We do not include tax amounts collected from customers in sales transactions as a component of revenue.

Foreign currency transactions

The functional currency of all our subsidiaries is the USD. Gains and losses resulting from remeasurement of foreign currency 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.

Interest and finance expense, net

Our interest and finance expense primarily consists of interest and other costs that we incur in connection with our revolving credit facility and finance lease liabilities. Costs incurred that are directly related to the raising of debt financing, together with any original issue discount or premium, are capitalized and recognized over the term of the loan or facility, using the effective interest method other than for those debt instruments that we elect to account for under the fair value option, in which case such costs are expensed in the period incurred. All other finance costs are expensed in the period they are incurred.

Income taxes

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

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

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

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

Cash, cash equivalents and restricted cash

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

Accounts receivable, net

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

Inventories

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

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

Impairment of long-lived assets

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

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

Property, plant and equipment

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

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

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

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

Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively. For property, plant and equipment that has been placed into service, but is subsequently idled, we continue to record depreciation expense during the idle period. We adjust the estimated useful lives of the idled assets if the estimated useful lives have changed.

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 it’s carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. We complete our assessment of goodwill impairment as of October 31 each year. 

Intangible assets, net

Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the 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. 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 equity 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 potential impairment whenever events or changes in circumstances indicate that there may be a loss in the value of each investment that is other than temporary.

The results of the joint ventures are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies used in line with those of the Company, to take into account fair values assigned at the date of acquisition; and to reflect impairment losses where appropriate. Adjustments are also made in our consolidated financial statements to eliminate our share of unrealized gains and losses on transactions between us and our joint ventures.

Fair value measurements

We measure certain financial assets and liabilities at fair value at each balance sheet date and, for the purposes of impairment testing, use fair value to determine the recoverable amount of our non-financial assets.

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by us. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value is reported in one of three levels:

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

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

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

When available, we use quoted market prices to determine the fair value of an asset or liability. We determine the policies and procedures for both recurring fair value measurements and non-recurring fair value measurements, such as impairment tests.

At each reporting date, we analyze the movements in the values of assets and liabilities which are required to be remeasured or reassessed as per our accounting policies.

For the purpose of fair value disclosures, we have determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Leases

We have operating and finance leases primarily related to real estate, transportation and equipment. We determine if an arrangement is a lease at inception. Upon commencement of a lease, we recognize an operating lease right-of-use asset (“ROU Asset”) and corresponding operating lease liability based on the then present value of all lease payments over the lease term. ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. The accounting for some of our leases may require significant judgments, which includes determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options, which are considered as part of assessing the lease term if the extension or termination is deemed to be reasonably certain.

Leases which meet the criteria of a finance lease in accordance with Accounting Standards Codification (“ASC”) 842 Leases 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 one year or less are not recorded on the consolidated balance sheets.

Post-retirement benefits

Defined Benefit Plans

The cost of providing benefits under defined benefit plans are determined separately for each plan using the projected unit credit method, which attributes entitlement to benefits to the current and prior periods. Both current and past service costs are recognized in net income (loss) as they arise.

The interest element of the defined benefit cost represents the change in present value of plan obligations resulting from the passage of time and is determined by applying a discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-term market returns on plan assets, adjusted for the effect on the fair value of plan assets of contributions received and benefits 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 and amortization.”

The defined benefit pension asset or liability on the consolidated balance sheets comprise the total for each plan of the present value of the defined benefit obligation using a discount rate based on high quality corporate bonds less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information and in the case of quoted securities is the published bid price.

Defined Contribution Plans

The costs of providing benefits under a defined contribution plan are expensed at the time contributions become payable to the respective plan.

Stock-based compensation

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. Further, effective May 25, 2022, the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated was terminated and the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the “2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders. Pursuant to the 2022 LTIP, stock options, stock appreciation rights, 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 consultants.

Stock-based compensation expense is measured at the grant date of the share-based awards based on their fair value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in cost of revenue and general and administrative expenses in the consolidated statements of operations. We do not estimate expected forfeitures, but recognize them as they occur.

The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate. The grant date fair value and compensation expense of PRSU grants is estimated based on a Monte Carlo simulation using the Company’s closing stock price as of the day before the grant date.

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

Research and development

Research and development costs are expensed as incurred and relate to spending for new product development and innovation and includes internal engineering, materials and third-party costs. We incurred $7.3 million, $6.7 million and $10.4 million of research and development costs for the years ended December 31, 2022, 2021 and 2020, respectively, which are included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations.

Income (loss) per share

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

Recent accounting pronouncements

Accounting guidance adopted

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of ASUs to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all accounting pronouncements; recently issued ASUs were either determined to be not applicable or expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.

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Note 3 - Business Combinations and Dispositions

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

3.         Business combinations and dispositions

Frank’s International N.V.

As discussed in Note 1, the Merger of Frank’s with Legacy Expro pursuant to the Merger Agreement was completed on October 1, 2021. U.S. GAAP requires the determination of the accounting acquirer, the acquisition date, the fair value of assets and liabilities of 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 Closing 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 Frank’s was a public 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

The following table sets forth the allocation of the merger consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed ($ in thousands):

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

The preliminary valuation of the assets acquired and liabilities assumed, including other current liabilities, in the Merger initially resulted in goodwill of $154.4 million. During the third quarter of 2022, the Company finalized the valuation and recorded measurement period adjustments to its preliminary estimates due to additional information received primarily related to accounts payable and accrued liabilities, other current liabilities (please see Note 18 “Commitments and contingencies” for additional information), other non-current liabilities and income taxes. The measurement period adjustments resulted in an increase in goodwill of $41.1 million, for final total goodwill associated with the Merger of $195.5 million. The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the 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 combined operations of Legacy Expro and Frank’s. Goodwill recorded in the Merger is not expected to be deductible for tax purposes. 

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 results that actually would have occurred had the Merger been completed on the date indicated or of future operating results.

Merger and integration expense

During the year ended December 31, 2022, 2021 and 2020, the Company incurred $13.6 million, $47.6 million and $1.6 million of merger and integration expense respectively, which consist primarily of legal fees, professional fees, integration, severance and other costs directly attributable to the Merger.

Below is a reconciliation of our liability balance associated with our severance plan initiated during 2021 related to the integration in connection with the Merger, which is included in “Other current liabilities” on the consolidated balance sheets (in thousands):

	NLA			ESSA			MENA			APAC			Central			Total
Balance as of December 31, 2021	$	2,057		$	2,502		$	424		$	617		$	6,615		$	12,215
Expense (reversal) during the period	$	(256	)	$	(808	)	$	34		$	646		$	1,707			1,323
Payments made during the year		(1,675	)		(1,634	)		(458	)		(1,176	)		(7,880	)		(12,823	)
Balance as of December 31, 2022	$	126		$	60		$	-		$	87		$	442		$	715

Sale of assets

On November 13, 2020, Legacy Expro entered into an agreement to transfer, sell and assign all rights, title and interest in and to certain identified tangible and intangible assets and liabilities relating to its pressure-control chokes product line for total cash consideration of $15.5 million and an additional earn-out consideration of up to a maximum of $1.0 million, contingent upon certain criteria being met in the following year. No contingent consideration was recognized 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 costs 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, 2021.

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Note 4 - Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Fair Value Disclosures [Text Block]

4.         Fair value measurements

Recurring Basis

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of December 31, 2022 and 2021, were as follows (in thousands):

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

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

Our investments associated with our deferred compensation plan at December 31, 2021 consist primarily of the cash surrender value of life insurance policies and is included in “other non-current assets” on the consolidated balance sheets. The liability associated with our deferred compensation plan at December 31, 2021 is included in “other non-current liabilities” on the consolidated balance sheets. During 2022, the Company terminated the executive deferred compensation benefit plan. Please see Note 19 “Post-retirement benefits” for additional information. Our investments changed 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-party broker statements, which are derived from the fair value of the funds’ underlying investments. They are reported at fair value based on the price of the stock and are included in “Other non-current assets” on the consolidated balance sheets.

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 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. 

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-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 expense in future periods if actual results materially differ from the estimated assumptions utilized in our forecasts. If crude oil prices decline significantly and remain at low levels for a sustained period of time, we could be required to record an impairment of the carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs.

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

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

Goodwill

For the year ended December 31, 2022, we performed a quantitative goodwill impairment assessment as of our annual testing date and determined that the fair value was substantially in excess of the carrying value for each reporting unit. For the year ended December 31, 2021, we performed a qualitative goodwill impairment assessment of our goodwill as of our annual testing date and determined that there were no events or circumstances that indicated it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Accordingly, no impairment expense related to goodwill was recorded during the years ended December 31, 2022 and December 31, 2021.

In March 2020, the Company observed a material increase in macro-economic uncertainty and a material decrease in oil and gas prices as a result of a combination of factors, including the substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the Organization of Petroleum Exporting Countries and other oil producing nations regarding limits on production. As a result, customers significantly decreased capital budgets and other spending, which significantly impacted our global outlook for the industry. We determined that these events constituted a triggering event that required us to perform a quantitative goodwill impairment assessment as of March 31, 2020 (“Testing Date”) and to review the recoverability of all our long-lived assets. Our interim quantitative goodwill impairment test in 2020 determined the carrying value of certain of our reporting units exceeded their estimated fair value as of the Testing date, which resulted in goodwill impairment expenses of $191.9 million. Our quantitative goodwill impairment test as of our annual testing date on 2020 determined no further impairment to goodwill was to be recorded. After recording of the impairment expense, the carrying value of our impaired reporting units equaled their fair value whereas the estimated fair values of other reporting units were more that their carrying values. 

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

Long-lived Assets

The Company did not identify any indicators of impairment related to our long-lived assets during the years ended December 31, 2022 and December 31, 2021. In reviewing the recoverability of our long-lived assets during 2020, we identified certain of our long-lived assets which exceeded their respective fair values and certain of our long-lived assets which were deemed to be no longer useable. As a result, during 2020 we recorded impairment expense of $20.0 million, $60.4 million and $15.2 million relating to our property, plant and equipment, intangible assets and operating lease right-of-use assets, respectively.

Financial Instruments

The estimated fair values of the Company’s financial instruments have been determined at discrete points in time based on relevant market information. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities and interest-bearing loans. The carrying amounts of the Company’s financial instruments other than interest bearing loans approximate fair value due to the short-term nature of the items. The Company does not have any outstanding borrowings on its interest-bearing loans.

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Note 5 - Business Segment Reporting

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

5.         Business segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), which is our CEO, in deciding how to allocate resources and assess performance. Our operations are comprised of four operating segments which also represent our reporting segments and are aligned with our geographic regions as below:

● North and Latin America (“NLA”),

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

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

● Asia-Pacific (“APAC”).

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

	Year Ended December 31,
	2022		2021		2020
NLA	$	499,813	$	193,156	$	115,738
ESSA		389,342		300,557		219,534
MENA		201,495		171,136		194,033
APAC		188,768		160,913		145,721
Total	$	1,279,418	$	825,762	$	675,026

Segment EBITDA

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

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

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

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

We are a Netherlands based company and we derive our revenue from services and product sales to customers primarily in the oil and gas industry. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2022 and 2021. One customer in our MENA operating segment accounted for 16% of our consolidated revenue for the year ended December 31, 2020. The revenue generated in the Netherlands was immaterial for the years ended December 31, 2022, 2021 and 2020. Other than the U.S. in 2022, Norway in 2021, and Algeria in 2020, no individual country represented more than 10% of our revenue for the years ended December 31, 2022, 2021 and 2020.

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

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

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

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

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Note 6 - Revenue

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

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,
	2022		2021		2020
Well construction	$	500,438	$	112,126	$	-
Well management		778,980		713,636		675,026
Total	$	1,279,418	$	825,762	$	675,026

Contract balances

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

Unbilled receivables are initially recognized for revenue earned on completion of the performance obligation which are not yet invoiced to the customer. The amounts recognized as unbilled receivables are reclassified to trade receivable upon billing. Deferred revenue represents the Company’s obligations to transfer goods or services to customers for which the Company has received consideration, in full or part, from the customer.

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

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

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

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

Transaction price allocated to remaining performance obligations

Remaining performance obligations represent firm contracts for which work has not been performed and future revenue recognition is expected. We 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 performance completed to date. With respect to our long term construction contracts, revenue allocated to remaining performance obligations is $139.2 million.

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Note 7 - Income Taxes

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Income Tax Disclosure [Text Block]

7.         Income taxes

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

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

Following the closing of the Merger on October 1, 2021, the tax domicile of the Company changed from the U.K. to the Netherlands. As a result of this change in domicile due to the Merger, income tax expense (benefit) is split between the Netherlands and foreign tax jurisdictions for the year ended December 31, 2022 and 2021 and between the U.K. and foreign tax jurisdictions for the year ended December 31, 2020.

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

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

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

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

Deferred tax assets and liabilities are recorded for the anticipated future tax effects of temporary differences between the financial statement basis and tax basis of our assets and liabilities and are measured using the tax rates and laws expected to be in effect when the differences are projected to reverse.

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

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

We recognize a valuation allowance where it is more likely than not that some or all of the deferred tax assets will not be realized. The realization of a deferred tax asset is dependent upon the ability to generate sufficient taxable income in the appropriate taxing jurisdictions where the deferred tax assets are initially recognized.

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

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

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

Section 382 of the Code (“Section 382”) imposes an annual limitation on the amount of NOLs that may be used to offset taxable income when a corporation has undergone an “ownership change” (as determined under Section 382). An ownership change generally occurs if one or more stockholders (or groups of stockholders) who are each deemed to own at least 5% of such corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. In the event that an ownership change occurs, utilization of the relevant corporation’s NOLs would be subject to an annual limitation under Section 382, generally determined, subject to certain adjustments, by multiplying (i) the fair market value of such corporation’s stock at the time of the ownership change by (ii) a percentage approximately equivalent to the yield on long-term tax-exempt bonds during the month in which the ownership change occurs. Any unused annual limitation may be carried over to later years.

The Company underwent an ownership change under Section 382 as a result of the Merger, which will trigger a limitation (calculated as described above) on the combined company’s ability to utilize any historic Frank’s NOLs and will cause some of the Frank’s NOLs incurred prior to January 1, 2018 to expire before the combined company will be able to utilize them to reduce taxable income in future periods. 

The exchange of ordinary shares of Legacy Expro for shares of the 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. However, the Company will undergo an ownership change as a result of the Merger taking into account other changes in ownership of Company stock occurring within the relevant three-year period described above. Due to the ownership change with respect to Legacy Expro as a result of the Merger, the combined company will be prevented from fully utilizing Legacy Expro’s historic NOLs incurred prior to January 1, 2018 prior to their expiration.

We have performed an analysis of uncertain tax positions in the various jurisdictions in which we operate and concluded that we are adequately provided. Our tax filings are subject to regular audits by tax authorities in the various jurisdictions in which we operate. Tax liabilities are based on estimates, however due to the uncertain and complex application of tax legislation, the ultimate resolution of audits may be materially different to our estimates.

The Company is subject to income taxation in many jurisdictions around the world. The following table presents the changes in our uncertain tax positions as of December 31, 2022 and 2021 (in thousands):

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

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

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

We file income tax returns in the Netherlands and in various other foreign jurisdictions in respect of the Company’s subsidiaries. In all cases we are no longer subject to income tax examination by tax authorities for years prior to 2008. Tax filings of our subsidiaries, branches and related entities are routinely examined in the normal course of business by the relevant tax authorities. We 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.

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Note 8 - Investment in Joint Ventures

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]

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, 2022 and 2021 was as follows (in thousands):

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

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Note 9 - Accounts Receivable, Net

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

9.         Accounts receivable, net

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

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

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

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

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Note 10 - Inventories

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Inventory Disclosure [Text Block]

10.         Inventories

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

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

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Note 11 - Other Assets and Liabilities

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Other Assets and Other Liabilities [Text Block]

11.         Other assets and liabilities

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

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

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

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

Cash Surrender Value of Life Insurance Policies

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

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Note 12 - Accounts Payable and Accrued Liabilities

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

12.          Accounts payable and accrued liabilities

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

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

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Note 13 - Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

13.          Property, plant and equipment, net

Property, plant and equipment, net consisted of the following as of  December 31, 2022 and 2021 (in thousands):

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

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

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

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

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

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

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Note 14 - Intangible Assets, Net

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

14.         Intangible assets, net

The following table summarizes our intangible assets comprising of Customer Relationships & Contracts (“CR&C”), Trademarks, Technology and Software as of  December 31, 2022 and 2021 (in thousands):

	December 31, 2022							December 31, 2021							December 31, 2022
			Accumulated							Accumulated					Weighted
	Gross		impairment					Gross		impairment					average
	carrying		and			Net book		carrying		and			Net book		remaining
	amount		amortization			value		amount		amortization			value		life (years)
CR&C	$	222,200	$	(118,221	)	$	103,979	$	222,200	$	(98,271	)	$	123,929		5.3
Trademarks		57,100		(32,921	)		24,179		57,100		(29,392	)		27,708		7.5
Technology		170,652		(71,191	)		99,461		159,458		(60,979	)		98,479		11.7
Software		11,556		(9,671	)		1,885		8,754		(5,817	)		2,937		0.8
Total	$	461,508	$	(232,004	)	$	229,504	$	447,512	$	(194,459	)	$	253,053		8.3

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

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

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

No impairment expense associated with our intangible assets was recognized during the years ended December 31, 2022 and 2021. We recognized impairment expense associated with our intangible assets of $60.4 million for the year ended December 31, 2020, which is included in “Impairment expense” in our consolidated statement of operations. Refer to Note 4 “Fair value measurements” for further details.

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

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

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

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

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Note 15 - Goodwill

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Goodwill Disclosure [Text Block]

15.         Goodwill

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

	December 31,
	2022		2021
NLA	$	118,511	$	93,608
ESSA		80,058		66,283
MENA		4,218		3,331
APAC		18,193		16,681
Total	$	220,980	$	179,903

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

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

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

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

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

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

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Note 16 - Interest Bearing Loans

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

16.         Interest bearing loans

On October 1, 2021, in connection with the closing of the Merger, we entered into a new revolving credit facility (the “New Facility”) with DNB Bank ASA, London Branch, as agent (the “Agent”), with total commitments of $200.0 million, of which $130.0 million was available for drawdowns as loans and $70.0 million was available for letters of credit. On July 21, 2022, the Company increased the facility available for letters of credit to $92.5 million and total commitments to $222.5 million. Proceeds of the New Facility may be used for general corporate and working capital purposes.

All obligations under the New Facility are guaranteed jointly and severally by the Company and certain of the Company’s subsidiaries incorporated in the U.S., the U.K., the Netherlands, Norway, Hungary, Australia, Cyprus, the Cayman Islands and Guernsey. Going forward, the guarantors must comprise at least 80% of the EBITDA (as defined in the New Facility) and 70% of the consolidated assets of the Company and its subsidiaries, as well as subsidiaries individually representing 5% or more of the EBITDA or assets of the group, subject to customary exceptions and exclusions. In addition, the obligations under the New Facility are secured by first priority liens on 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 loans receivable and, in jurisdictions where customary, including the U.S., the U.K., Australia and the Cayman Islands, substantially all of the assets and property of the borrowers and guarantors incorporated in such jurisdictions, in each case subject to customary exceptions and exclusions.

Borrowings under the New Facility bear interest at a rate per annum of LIBOR, subject to a 0.00% floor, plus an applicable margin of 3.75% for cash borrowings or 3.00% for letters of credit. A 0.75% per annum fronting fee applies to letters of credit, and an additional 0.25% or 0.50% per annum utilization fee is payable on drawdowns as loans to the extent one-third or two-thirds, respectively, or more of commitments are drawn. The unused portion of the New Facility is subject to a commitment fee of 30% per annum of the applicable margin. Interest on loans is payable at the end of the selected interest period, but no less frequently than semi-annually.

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

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

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

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Note 17 - Leases

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

17.         Leases

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

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

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

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

	December 31,
	2022			2021			2020
Other supplementary information (in thousands, except years and discount rates):
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	28,454		$	25,348		$	23,134
Right-of-use assets obtained in an exchange for lease obligations
Operating leases	$	15,051		$	8,529		$	8,917
Weighted average remaining lease term:
Operating leases		6.9			7.3			8.5
Finance leases		10.1			11.0			11.7
Weighted average discount rate for operating leases		8.9	%		8.8	%		10.0	%
Weighted average discount rate for finance leases		12.9	%		13.1	%		13.5	%

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

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

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

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Note 18 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

18.         Commitments and contingencies

Commercial Commitments

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

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

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

Contingencies

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

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

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

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of December 31, 2022 and December 31, 2021. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

We have conducted an internal investigation of the operations of certain of Frank’s foreign subsidiaries in West Africa including for possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), our policies and other applicable laws. In  June 2016, we voluntarily disclosed the existence of our internal review to the SEC and the U.S. Department of Justice (“DOJ”). The DOJ has provided a declination, subject to the Company and the SEC reaching a satisfactory settlement of civil claims. We are discussing a possible resolution with the SEC and, based on the course of these discussions to date, we believe that a final resolution of this matter is likely to include a civil penalty in the amount of approximately $8 million and, accordingly, we have recorded a loss contingency in that amount within “Other current liabilities” on our consolidated balance sheet as of December 31, 2022, with the offset taken as an increase to goodwill as a measurement period adjustment associated with the Merger. While we believe the final resolution, including the amount of any civil penalty, of this matter is nearing a conclusion, there can be no assurance as to the timing or the terms of any final resolution, or that a settlement will be reached at all. In the event a settlement is not reached, litigation may ensue and, accordingly, the actual loss incurred in connection with this matter could be less than or exceed the amount accrued and may have a material adverse effect on our financial position, results of operations or cash flows. At the present time, we are unable to reasonably estimate the amount of any potential loss in excess of the amount already accrued relating to this matter. Other than discussed above, we had no other material legal accruals for loss contingencies, individually or in the aggregate, as of December 31, 2022 and December 31, 2021.

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

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Note 19 - Post-retirement Benefits

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Retirement Benefits [Text Block]

19.         Post-retirement benefits

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

Defined contribution plans

We offer various defined contribution plans for employees around the globe as per local statute and market practice.  Specific to our largest employee populations, for employees in the U.S., we offer a 401(K) plan, which is a defined contribution retirement savings plan to which the employer matches employee contributions up to 4% of eligible earnings.  For U.K. employees, we offer the Group Personal Pension plan (“GPP”), which is a portable, personal pension plan to which the employer contributes on a matching basis between a base of 4.5% and a ceiling of 6% of base salary. 

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

Defined benefit plans

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

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

On December 28, 2020, the Company, with the written consent of the trustees, amended the DB Plan rules to introduce a new pension option for members who retire before their state pension age, a bridging pension option. Under this new option, a plan member who receives his or her pension before the later of age 65 or their state pension age can elect to have their pension temporarily increased at retirement and then reduced at the time of state pension.

Key assumptions

The major assumptions, included on a weighted average basis across the defined benefit plans, used to calculate the defined benefit plan liabilities were:

	December 31,
	2022			2021			2020
Discount rate		4.7	%		1.8	%		1.3	%
Expected return on plan assets		5.6	%		3.2	%		2.7	%
Expected rate of salary increases		0.1	%		0.1	%		0.1	%

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

The expected long-term return on cash is based on cash deposit rates available at the reporting date. The expected return on bonds is determined by reference to U.K. long term government bonds and bond yields at the reporting date. The expected rates of return on equities and property have been determined by setting an appropriate risk premium above government bond yields having regard to market conditions at the reporting date.

Net periodic benefit cost

Amounts recognized in the consolidated statements of operations and in the consolidated statements of comprehensive loss in respect of the defined benefit plans were as follows (in thousands):

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

The service costs have primarily been included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations. Interest cost, expected return on plan assets and plan curtailment / amendment events have been recognized in “Other income, net” in the consolidated statements of operations.

The actuarial gain (loss) is derived from the components shown in the table below (in thousands):

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Taking all these factors into consideration, approximately 45% of the assets are invested in a growth portfolio, comprising diversified growth funds (“DGFs”) and property, and approximately 55% of the assets in a stabilizing portfolio, comprising corporate bonds and liability driven investments. DGFs are actively managed multi-asset funds. The managers of the DGFs aim to deliver equity like returns in the long term, with lower volatility. They seek to do this by investing in a wide range of assets and investment contracts in order to implement their market views.

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

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

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

	December 31, 2022				December 31, 2021
	Expected rate		Fair value of		Expected rate		Fair value of
	of return %		asset		of return %		asset
Mutual funds
DGFs		7.5	$	55,633		4.6	$	123,460
LDI funds		4.0		45,170		1.1		61,163
Bond funds		4.5		21,899		1.8		26,571
Equities		1.8		188		1.5		360
Other assets		2.2		950		1.5		1,134
Total			$	123,840			$	212,688

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

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Mutual funds
DGFs	$	55,633	$	-	$	-	$	55,633
LDI funds		45,170		-		-		45,170
Bond funds		21,899		-		-		21,899
Equities		188		-		-		188
Other assets		172		395		383		950
Total	$	123,062	$	395	$	383	$	123,840

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

Other assets primarily represent insurance contracts. The fair 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,
	2022			2021
Opening balance	$	360		$	292
Actual return on plan assets		6			5
Exchange differences		(6	)		33
Contributions from the sponsoring companies		23			30
Ending balance	$	383		$	360

Executive Deferred Compensation Plan

The Company maintained the Executive Deferred Compensation Plan (the “EDC Plan”) for certain current and former Frank’s employees. Effective during 2015, this plan was closed to new entrants. The purpose of the EDC Plan was to provide participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified cash compensation. Participant contributions were immediately vested. Company contributions vested after five years of service. Participant benefits under the EDC Plan were paid from the general funds of the Company or a grantor trust, commonly referred to as a Rabbi Trust, created for the purpose of informally funding the EDC Plan. The assets of the EDC Plan’s trust were invested in corporate-owned, split-dollar life insurance policies and mutual funds. 

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

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

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Note 20 - Stock-based Compensation

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

20.         Stock-based compensation

Management Incentive Plan

During October 2018, Legacy Expro’s board of directors approved the Management Incentive Plan (“MIP”) which was comprised of (a) stock options to non-executive directors and key management personnel and (b) restricted stock units. The outstanding awards under the MIP were assumed by the Company in connection with the Merger.

MIP Stock options

Stock options issued under the MIP vest over a three or four year vesting period as defined in the award agreement, subject to the fulfilment of continued service and a performance condition related to the occurrence of a Liquidity Event as defined in the MIP. Additionally, a portion of the management options are subject to performance conditions linked to an internal rate of return. 

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

Due to the nature of the performance conditions, recognition of compensation expense for the stock options was deferred until the occurrence of a Liquidity Event as defined in the MIP as the performance condition was deemed to be improbable. On October 1, 2021, the MIP stock options were modified to redefine the occurrence of the Liquidity Event to the closing of the Merger. Upon Closing, the MIP stock options were exchanged for options to purchase Company common stock based on the post-reverse stock split Exchange Ratio of 1.2120 to 1. As of the modification date, there were 6.9 million MIP stock options issued and outstanding.

The aforementioned event was accounted for as an improbable-to-probable modification and as a result, the fair value of all of the issued and outstanding MIP stock options was determined as of the Closing Date. Compensation expense was immediately recognized upon the Merger closing for all MIP stock options in 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 $3.6 million and $39.5 million during the years ended December 31, 2022 and 2021 respectively.  As of December 31, 2022, unrecognized stock compensation expense relating to MIP stock options totaled $0.9 million which will be expensed over a weighted average period of 0.6 years.

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

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

The fair value of the time-based MIP stock options granted to non-executive directors and 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

MIP Restricted stock units (“MIP RSUs”)

RSUs granted under the MIP were subject to vesting over a three year period. There were 0.1 million outstanding MIP RSUs as of December 31, 2020. No stock-based compensation expense attributable to the MIP RSUs was recognized during the year ended  December 31, 2020 as the performance conditions within the agreements were deemed to be improbable. In February 2021, the MIP RSU awards were modified so that upon the closing of the Merger, the MIP RSUs would convert to RSUs of the Company based on the post-reverse stock split Exchange Ratio of 1.2120 to 1 and would immediately vest pursuant to the terms of the Merger Agreement. As the MIP RSUs were fully vested on the closing of the Merger, the Company recognized $2.6 million of stock-based compensation expense attributable to the MIP RSUs during the year ended December 31, 2021 and had no further expenses outstanding to be recognized for the MIP RSUs as of December 31, 2021 or during the year ended December 31, 2022.

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. Further, effective May 25, 2022, the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated was terminated and the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the “2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders. Pursuant to the 2022 LTIP, stock options, stock appreciation rights, 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 consultants. The LTIP expires after 10 years, unless prior to that date the maximum number of shares available for issuance under the plan has been issued or our Board terminates the plan. There are approximately 13.2 million shares of common stock reserved for issuance under the LTIP. As of December 31, 2022, approximately 11.5 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. Shares withheld from employees to settle personal tax obligations that arose as a result of RSUs that vested are included in our treasury stock. 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 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.

Stock-based compensation expense relating to LTIP RSUs was $11.2 million and $6.8 million for the years ended December 31, 2022 and 2021, respectively. No stock based compensation expense relating to the  LTIP RSUs was recognized for the year ended December 31, 2020. The total fair value of LTIP RSUs vested during the years ended December 31, 2022 and 2021 was $13.0 million and $2.0 million respectively. As of December 31, 2022, unrecognized stock compensation expense relating to LTIP RSUs totaled approximately $16.8 million, which will be expensed over a weighted average period of 1.0 years.

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

	Number			Weighted Average
	of			Grant Date
	Shares			Fair Value
Non-vested on the Closing Date		883,079		$	21.97
Granted		458,258			17.64
Vested		(93,688	)		21.80
Forfeited		(12,549	)		22.59
Non-vested at December 31, 2021		1,235,100			20.49
Granted		913,034			16.51
Vested		(593,037	)		21.91
Forfeited		(70,899	)		18.80
Non-vested at December 31, 2022		1,484,198		$	17.51

Performance Restricted Stock Units (“PRSUs”)

The purpose of the PRSUs is to closely align the incentive compensation of the executive leadership team for the duration of the performance cycle with returns to 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 three separate one-year achievement periods included in the 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 2022, no shares were granted under the PRSU program. 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 were as follows:

	2021
Total expected term (in years)		3.25
Expected volatility		84.2
Risk-free interest rate		0.54	%
Correlation range		21.2% 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 was $3.2 million and $5.2 million, respectively, for the year ended December 31, 2022 and December 31, 2021. No stock based compensation expense relating to the PRSUs was recognized for the year ended December 31, 2020. The total fair value of PRSUs vested during the years ended December 31, 2022 and 2021, was $9.9 million and $0.1 million respectively. As of December 31, 2022, unrecognized stock compensation expense relating to PRSUs totaled approximately $5.4 million, which will be expensed over a weighted average period of 0.5 years.

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

	Number			Weighted Average
	of			Grant Date
	Shares			Fair Value
Non-vested on the Closing Date		340,071		$	32.38
Granted		354,275			23.34
Vested		(2,715	)		29.72
Non-vested at December 31, 2021		691,631		$	27.75
Vested		(305,119	)		32.50
Non-vested at December 31, 2022		386,512		$	24.00

Employee Stock Purchase Plan

Under the 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 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 500,000 shares of our common stock for issuance under the ESPP, of which 133,863 shares were available for issuance as of December 31, 2022. For the years ended December 31, 2022 and 2021, we recognized $0.5 million and $0.1 million of compensation expense related to stock purchased under the ESPP, respectively.
 

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Note 21 - Loss Per Share

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Earnings Per Share [Text Block]

21.         Loss per share

Basic income (loss) per share attributable to Company stockholders is calculated by dividing net income (loss) attributable to the Company by the weighted-average number of common shares outstanding for the period. Diluted income (loss) per share attributable to Company stockholders is computed giving effect to all potential dilutive common stock, unless there is a net loss for the period. We apply the treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units and ESPP shares.

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

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

Approximately 0.3 million shares of 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, 2022.

Additionally, since the conditions upon which shares were issuable for outstanding warrants and stock options were not satisfied as of  December 31, 2020, assuming the respective balance sheet date was at the end of the contingency period, they had not been included in determining the number of anti-dilutive shares.

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Note 22 - Related Party Disclosures

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

22.         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, 2022, 2021 and 2020, we provided goods and services to related parties totaling $5.4 million, $6.8 million and $13.9 million, respectively. During the year ended December 31, 2022, we received services from related parties totaling $1.0 million.

Additionally, we entered into various operating lease agreements to lease facilities with affiliated companies. Rent expense associated with our related party leases was $0.6 million and $0.5 million for the years ended December 31, 2022 and 2021, respectively.

Further, during the years ended December 31, 2022, 2021 and 2020, we received dividends from CETS and PVD-Expro totaling $7.3 million, $4.1 million and $3.6 million, respectively.

As of December 31, 2022 and 2021, amounts receivable from related parties were $2.4 million and $1.6 million, respectively, and amounts payable to related parties were $0.8 million and $2.1 million as of December 31, 2022 and 2021, respectively.

As of December 31, 2022, $0.7 million of our operating lease right-of-use assets and $0.7 million of our lease liabilities were associated with related party leases. As of December 31, 2021, $1.3 million of our operating lease right-of-use assets and $1.3 million of our lease liabilities were associated with related party leases.

Tax Receivable Agreement

Mosing Holdings, LLC, a Delaware limited liability company (“Mosing Holdings”), converted all of its shares of Frank’s Series A convertible preferred stock into shares of Frank’s common stock on August 26, 2016, in 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 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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Note 23 - Supplemental Cash Flow

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

23.         Supplemental Cash Flow

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

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of presentation

The consolidated financial statements of the Company 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.

Consolidation, Policy [Policy Text Block]

Basis of consolidation

The consolidated financial statements reflect the accounts of the Company and its subsidiaries. All intercompany balances 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.

Use of Estimates, Policy [Policy Text Block]

Use of estimates

Preparation of the consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying 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 assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from these estimates.

Revenue from Contract with Customer [Policy Text Block]

Revenue recognition

We recognize 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 a period of time.

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

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

Where contractual arrangements contain multiple performance obligations, we analyze each performance obligation within the sales arrangement to determine whether they are distinct. The revenue for contracts involving multiple performance obligations is allocated to each distinct performance obligation based on relative selling prices and is recognized on satisfaction of each distinct performance obligation. Further, a small number of our contracts contain penalty provisions for late delivery and installation 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 are assessed as variable consideration in the contract.

Expro recognizes revenue for long-term construction-type contracts, involving significant design and engineering efforts in order to satisfy custom designs for customer-specific applications, on an over a period of time basis, using an input method, which represents the ratio of actual costs incurred to date on the project in relation to total estimated project costs. The estimate of total project costs has a significant impact on both the amount of revenue recognized as well as the related profit on a project. Revenue and profits on contracts can also be significantly affected by change orders and claims. Profits are recognized based on the estimated project profit multiplied by the percentage complete. Due to the nature of these projects, adjustments to estimates of contract revenue and total contract costs are often required as work progresses. Any expected losses on a project are recorded in full in the period in which they are identified.

Revenue is recognized to depict the transfer of promised services or goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services or goods. We do not include tax amounts collected from customers in sales transactions as a component of revenue.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign currency transactions

The functional currency of all our subsidiaries is the USD. Gains and losses resulting from remeasurement of foreign currency 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.

Interest Expense, Policy [Policy Text Block]

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 Tax, Policy [Policy Text Block]

Income taxes

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

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

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

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

Cash and Cash Equivalents, Policy [Policy Text Block]

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 [Policy Text Block]

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.

Inventory, Policy [Policy Text Block]

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 or Disposal of Long-Lived Assets, Policy [Policy Text Block]

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, Policy [Policy Text Block]

Property, plant and equipment

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

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

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

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

Useful lives and residual values are reviewed annually and where adjustments are required these are made prospectively. For property, plant and equipment that has been placed into service, but is subsequently idled, we continue to record depreciation expense during the idle period. We adjust the estimated useful lives of the idled assets if the estimated useful lives have changed.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

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 it’s carrying amount. If it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then a quantitative impairment test is performed. The quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss. The test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. We complete our assessment of goodwill impairment as of October 31 each year. 

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible assets, net

Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the 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. Our intangible assets are primarily associated with trademarks, customer relationships and contracts (“CR&C”), technology, and software.

Equity Method Investments [Policy Text Block]

Investments in joint ventures

We use the equity method of accounting for our equity 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 potential impairment whenever events or changes in circumstances indicate that there may be a loss in the value of each investment that is other than temporary.

The results of the joint ventures are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies used in line with those of the Company, to take into account fair values assigned at the date of acquisition; and to reflect impairment losses where appropriate. Adjustments are also made in our consolidated financial statements to eliminate our share of unrealized gains and losses on transactions between us and our joint ventures.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair value measurements

We measure certain financial assets and liabilities at fair value at each balance sheet date and, for the purposes of impairment testing, use fair value to determine the recoverable amount of our non-financial assets.

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by us. Accounting standards include disclosure requirements around fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value is reported in one of three levels:

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

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

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

When available, we use quoted market prices to determine the fair value of an asset or liability. We determine the policies and procedures for both recurring fair value measurements and non-recurring fair value measurements, such as impairment tests.

At each reporting date, we analyze the movements in the values of assets and liabilities which are required to be remeasured or reassessed as per our accounting policies.

For the purpose of fair value disclosures, we have determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Lessee, Leases [Policy Text Block]

Leases

We have operating and finance leases primarily related to real estate, transportation and equipment. We determine if an arrangement is a lease at inception. Upon commencement of a lease, we recognize an operating lease right-of-use asset (“ROU Asset”) and corresponding operating lease liability based on the then present value of all lease payments over the lease term. ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligations to make lease payments arising from the lease. The accounting for some of our leases may require significant judgments, which includes determining the incremental borrowing rates to utilize in our net present value calculation of lease payments for lease agreements which do not provide an implicit rate, and assessing the likelihood of renewal or termination options, which are considered as part of assessing the lease term if the extension or termination is deemed to be reasonably certain.

Leases which meet the criteria of a finance lease in accordance with Accounting Standards Codification (“ASC”) 842 Leases 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 one year or less are not recorded on the consolidated balance sheets.

Pension and Other Postretirement Plans, Policy [Policy Text Block]

Post-retirement benefits

Defined Benefit Plans

The cost of providing benefits under defined benefit plans are determined separately for each plan using the projected unit credit method, which attributes entitlement to benefits to the current and prior periods. Both current and past service costs are recognized in net income (loss) as they arise.

The interest element of the defined benefit cost represents the change in present value of plan obligations resulting from the passage of time and is determined by applying a discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-term market returns on plan assets, adjusted for the effect on the fair value of plan assets of contributions received and benefits 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 and amortization.”

The defined benefit pension asset or liability on the consolidated balance sheets comprise the total for each plan of the present value of the defined benefit obligation using a discount rate based on high quality corporate bonds less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information and in the case of quoted securities is the published bid price.

Defined Contribution Plans

The costs of providing benefits under a defined contribution plan are expensed at the time contributions become payable to the respective plan.

Share-Based Payment Arrangement [Policy Text Block]

Stock-based compensation

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. Further, effective May 25, 2022, the Expro Group Holdings N.V. Long-Term Incentive Plan, As Amended and Restated was terminated and the Expro Group Holdings N.V. 2022 Long-Term Incentive Plan (the “2022 LTIP” plan) was adopted and established by the Board and approved by the Company’s stockholders. Pursuant to the 2022 LTIP, stock options, stock appreciation rights, 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 consultants.

Stock-based compensation expense is measured at the grant date of the share-based awards based on their fair value. Stock-based compensation expense is recognized on a straight-line basis over the vesting period and is included in cost of revenue and general and administrative expenses in the consolidated statements of operations. We do not estimate expected forfeitures, but recognize them as they occur.

The grant date fair value of the RSUs, which are not entitled to receive dividends until vested, is measured by reducing the share price at that date by the present value of the dividends expected to be paid during the requisite vesting period, discounted at the appropriate risk-free interest rate. The grant date fair value and compensation expense of PRSU grants is estimated based on a Monte Carlo simulation using the Company’s closing stock price as of the day before the grant date.

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

Research and Development Expense, Policy [Policy Text Block]

Research and development

Research and development costs are expensed as incurred and relate to spending for new product development and innovation and includes internal engineering, materials and third-party costs. We incurred $7.3 million, $6.7 million and $10.4 million of research and development costs for the years ended December 31, 2022, 2021 and 2020, respectively, which are included in “Cost of revenue, excluding depreciation and amortization” in the consolidated statements of operations.

Earnings Per Share, Policy [Policy Text Block]

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.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent accounting pronouncements

Accounting guidance adopted

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of ASUs to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all accounting pronouncements; recently issued ASUs were either determined to be not applicable or expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.

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Note 2 - Basis of Preparation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Property, Plant and Equipment Estimated Useful Lives [Table Text Block]

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

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Note 3 - Business Combinations and Dispositions (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

			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

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

Business Acquisition, Pro Forma Information [Table Text Block]

	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	)

Schedule of Restructuring Reserve by Type of Cost [Table Text Block]

	NLA			ESSA			MENA			APAC			Central			Total
Balance as of December 31, 2021	$	2,057		$	2,502		$	424		$	617		$	6,615		$	12,215
Expense (reversal) during the period	$	(256	)	$	(808	)	$	34		$	646		$	1,707			1,323
Payments made during the year		(1,675	)		(1,634	)		(458	)		(1,176	)		(7,880	)		(12,823	)
Balance as of December 31, 2022	$	126		$	60		$	-		$	87		$	442		$	715

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Note 4 - Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

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

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

Details of Impairment of Long-Lived Assets Held and Used by Asset [Table Text Block]

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

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Note 5 - Business Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

	Year Ended December 31,
	2022		2021		2020
NLA	$	499,813	$	193,156	$	115,738
ESSA		389,342		300,557		219,534
MENA		201,495		171,136		194,033
APAC		188,768		160,913		145,721
Total	$	1,279,418	$	825,762	$	675,026

Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Consolidated [Table Text Block]

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

Long-Lived Assets by Geographic Areas [Table Text Block]

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

Schedule of Segment Reporting Information, by Segment [Table Text Block]

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

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Note 6 - Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Year Ended December 31,
	2022		2021		2020
Well construction	$	500,438	$	112,126	$	-
Well management		778,980		713,636		675,026
Total	$	1,279,418	$	825,762	$	675,026

Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]

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

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Note 7 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

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

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

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

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

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

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

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

Summary of Valuation Allowance [Table Text Block]

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

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

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

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Note 8 - Investment in Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Equity Method Investments [Table Text Block]

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

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Note 9 - Accounts Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

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

Accounts Receivable, Allowance for Credit Loss [Table Text Block]

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

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Note 10 - Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Inventory, Current [Table Text Block]

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

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Note 11 - Other Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Other Assets [Table Text Block]

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

Other Liabilities [Table Text Block]

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

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Note 12 - Accounts Payable and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

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

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Note 13 - Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Property, Plant and Equipment [Table Text Block]

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

Property, Plant, and Equipment Held Under Finance Lease [Table Text Block]

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

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Note 14 - Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	December 31, 2022							December 31, 2021							December 31, 2022
			Accumulated							Accumulated					Weighted
	Gross		impairment					Gross		impairment					average
	carrying		and			Net book		carrying		and			Net book		remaining
	amount		amortization			value		amount		amortization			value		life (years)
CR&C	$	222,200	$	(118,221	)	$	103,979	$	222,200	$	(98,271	)	$	123,929		5.3
Trademarks		57,100		(32,921	)		24,179		57,100		(29,392	)		27,708		7.5
Technology		170,652		(71,191	)		99,461		159,458		(60,979	)		98,479		11.7
Software		11,556		(9,671	)		1,885		8,754		(5,817	)		2,937		0.8
Total	$	461,508	$	(232,004	)	$	229,504	$	447,512	$	(194,459	)	$	253,053		8.3

Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block]

	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

Schedule of Impaired Intangible Assets [Table Text Block]

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

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

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

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Note 15 - Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Goodwill [Table Text Block]

	December 31,
	2022		2021
NLA	$	118,511	$	93,608
ESSA		80,058		66,283
MENA		4,218		3,331
APAC		18,193		16,681
Total	$	220,980	$	179,903

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

Schedule of Goodwill Impairment Expense [Table Text Block]

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

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Note 17 - Leases (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Lease, Cost [Table Text Block]

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

Lease, Information [Table Text Block]

	December 31,
	2022			2021			2020
Other supplementary information (in thousands, except years and discount rates):
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	28,454		$	25,348		$	23,134
Right-of-use assets obtained in an exchange for lease obligations
Operating leases	$	15,051		$	8,529		$	8,917
Weighted average remaining lease term:
Operating leases		6.9			7.3			8.5
Finance leases		10.1			11.0			11.7
Weighted average discount rate for operating leases		8.9	%		8.8	%		10.0	%
Weighted average discount rate for finance leases		12.9	%		13.1	%		13.5	%

Lessee, Lease, Liability, Maturity [Table Text Block]

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

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Note 19 - Post-retirement Benefits (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Defined Benefit Plan, Assumptions [Table Text Block]

	December 31,
	2022			2021			2020
Discount rate		4.7	%		1.8	%		1.3	%
Expected return on plan assets		5.6	%		3.2	%		2.7	%
Expected rate of salary increases		0.1	%		0.1	%		0.1	%

Schedule of Net Benefit Costs [Table Text Block]

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

Schedule of Actuarial Gain (Loss) [Table Text Block]

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

Schedule of Expected Benefit Payments [Table Text Block]

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

Schedule of Amounts Recognized in Balance Sheet [Table Text Block]

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

Schedule of Changes in Projected Benefit Obligations [Table Text Block]

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

Schedule of Changes in Fair Value of Plan Assets [Table Text Block]

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

Schedule of Defined Benefit Plan Actual Return on Plan Assets [Table Text Block]

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

Defined Benefit Plan, Plan with Accumulated Benefit Obligation in Excess of Plan Assets [Table Text Block]

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

Defined Benefit Plan, Plan Assets, Category [Table Text Block]

	December 31, 2022				December 31, 2021
	Expected rate		Fair value of		Expected rate		Fair value of
	of return %		asset		of return %		asset
Mutual funds
DGFs		7.5	$	55,633		4.6	$	123,460
LDI funds		4.0		45,170		1.1		61,163
Bond funds		4.5		21,899		1.8		26,571
Equities		1.8		188		1.5		360
Other assets		2.2		950		1.5		1,134
Total			$	123,840			$	212,688

Schedule of Allocation of Plan Assets [Table Text Block]

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Mutual funds
DGFs	$	55,633	$	-	$	-	$	55,633
LDI funds		45,170		-		-		45,170
Bond funds		21,899		-		-		21,899
Equities		188		-		-		188
Other assets		172		395		383		950
Total	$	123,062	$	395	$	383	$	123,840

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

Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets [Table Text Block]

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

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Note 20 - Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

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

	2021
Total expected term (in years)		3.25
Expected volatility		84.2
Risk-free interest rate		0.54	%
Correlation range		21.2% to 79.5	%

Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

	Number			Weighted Average
	of			Grant Date
	Shares			Fair Value
Non-vested on the Closing Date		883,079		$	21.97
Granted		458,258			17.64
Vested		(93,688	)		21.80
Forfeited		(12,549	)		22.59
Non-vested at December 31, 2021		1,235,100			20.49
Granted		913,034			16.51
Vested		(593,037	)		21.91
Forfeited		(70,899	)		18.80
Non-vested at December 31, 2022		1,484,198		$	17.51

Share-Based Payment Arrangement, Performance Shares, Activity [Table Text Block]

	Number			Weighted Average
	of			Grant Date
	Shares			Fair Value
Non-vested on the Closing Date		340,071		$	32.38
Granted		354,275			23.34
Vested		(2,715	)		29.72
Non-vested at December 31, 2021		691,631		$	27.75
Vested		(305,119	)		32.50
Non-vested at December 31, 2022		386,512		$	24.00

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Note 21 - Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

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

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Note 23 - Supplemental Cash Flow (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

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

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Note 1 - Business Description (Details Textual) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 01, 2021 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 € / shares shares	Jun. 16, 2022 USD ($)	Dec. 31, 2021 € / shares shares	Oct. 01, 2021 € / shares shares	Sep. 30, 2021 shares
Number of Countries in which Entity Operates			60
Common Stock, Par or Stated Value Per Share (in dollars per share) | € / shares			€ 0.06		€ 0.06
Common Stock, Shares Authorized (in shares)	200,000,000		200,000,000		200,000,000	200,000,000	798,096,000
Common Stock, Shares Authorized, Pre-Reverse Stock Split (in shares)	1,200,000,000					1,200,000,000
Treasury Stock, Value, Acquired, Cost Method | $		$ 12,995
Stock Repurchase Program [Member]
Stock Repurchase Program, Authorized Amount | $				$ 50,000
Treasury Stock, Shares, Acquired (in shares)		1,100,000
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $ / shares		$ 11.81
Treasury Stock, Value, Acquired, Cost Method | $		$ 13,000
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	6
Merger with Expro [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share) | € / shares						€ 0.06
Business Combination, Number of Common Shares Converted by Each Right (in shares)	1.2120
Merger Exchange Ratio	7.2720
Expro [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares	$ 0.01

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Note 2 - Basis of Preparation and Significant Accounting Policies (Details Textual) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Number of Countries in which Entity Operates	60
Research and Development Expense, Total	$ 7.3	$ 6.7	$ 10.4
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)	1 year
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)	15 years

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Note 2 - Basis of Presentation and Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Land Improvements [Member]
Estimated useful lives (Year)	12 years
Building [Member] | Maximum [Member]
Estimated useful lives (Year)	40 years
Plant and Equipment [Member] | Maximum [Member]
Estimated useful lives (Year)	12 years
Plant and Equipment [Member] | Minimum [Member]
Estimated useful lives (Year)	2 years

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Note 3 - Business Combinations and Dispositions (Details Textual) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended			15 Months Ended
	Nov. 13, 2020	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022	Oct. 01, 2021
Goodwill, Ending Balance			$ 220,980	$ 179,903		$ 220,980
Goodwill, Purchase Accounting Adjustments			41,077
Finite-Lived Intangible Asset, Expected Amortization, Year One			35,467			35,467
Business Combination, Acquisition Related Costs			13,620	47,593	$ 1,630
Proceeds from Sale of Productive Assets, Total			$ 7,279	3,818	15,614
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Assets and Liabilities Related to Pressure-control Chokes Product Line [Member]
Proceeds from Sale of Productive Assets, Total	$ 15,500
Disposal Group, Maximum Additional Contingent Consideration	$ 1,000
Disposal Group, Contingent Consideration Asset					0
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal				1,000	10,100
Disposal Group, Including Discontinued Operation, Assets, Total					4,400
Disposal Group, Transaction Costs					1,000
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			1 year
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			15 years
Merger with Expro [Member]
Goodwill, Ending Balance		$ 195,500	$ 195,476			195,476	$ 154,399
Goodwill, Purchase Accounting Adjustments		$ 41,100				41,077
Finite-Lived Intangible Asset, Expected Amortization, Year One			7,700			$ 7,700
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual				112,100
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual				32,900
Business Combination, Acquisition Related Costs			$ 13,600	$ 47,600	$ 1,600
Merger with Expro [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			10 years
Merger with Expro [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			15 years

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Note 3 - Business Combinations and Dispositions - Consideration Exchanged and Preliminary Allocation (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	12 Months Ended	15 Months Ended
	Oct. 01, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill			$ 220,980	$ 220,980	$ 179,903
Goodwill, Purchase Accounting Adjustments			41,077
Merger with Expro [Member]
Issuance of common stock attributable to Frank’s stockholders, shares issued (in shares)	38,066,216
Issuance of common stock attributable to Frank’s stockholders, price per share (in dollars per share)	$ 18.90
Issuance of common stock attributable to Frank’s stockholders, amount	$ 719,452
Replacement of Frank’s equity awards, amount	7,830
Cash payment to Mosing Holdings LLC pursuant to the amended and restated tax receivable agreement, amount	15,000
Total Merger Consideration Exchanged, amount	742,282
Cash and cash equivalents	187,178		187,178	187,178
Restricted cash	2,561		2,561	2,561
Accounts receivables, net	112,234		111,214	111,214
Accounts receivables, net, adjustment				(1,020)
Inventories	69,567		69,458	69,458
Inventories, adjustment				(109)
Assets held for sale	10,061		10,061	10,061
Income tax receivables	2,030		2,030	2,030
Other current assets	23,908		23,046	23,046
Other current assets, adjustment				(862)
Property, plant and equipment	212,639		210,160	210,160
Property, plant and equipment, adjustment				(2,479)
Goodwill	154,399	$ 195,500	195,476	195,476
Goodwill, Purchase Accounting Adjustments		$ 41,100		41,077
Intangible assets	104,791		104,791	104,791
Operating lease right-of-use assets	27,406		27,406	27,406
Other assets	20,494		20,424	20,424
Other assets, adjustment				(70)
Total assets	927,268		963,805	963,805
Total assets, adjustment				36,537
Accounts payable and accrued liabilities	81,959		85,835	85,835
Accounts payable and accrued liabilities, adjustment				3,876
Operating lease liabilities	8,344		8,344	8,344
Current income tax liabilities	8,932		18,794	18,794
Current income tax liabilities, adjustment				9,862
Other current liabilities	19,918		32,026	32,026
Other current liabilities, adjustment				12,108
Deferred tax liabilities	5,673		5,673	5,673
Non-current operating lease liabilities	19,607		19,607	19,607
Other non-current liabilities	40,553		51,244	51,244
Other non-current liabilities, adjustment				10,691
Total Liabilities	184,986		221,523	221,523
Total Liabilities, adjustment				36,537
Total Merger Consideration Exchanged	$ 742,282		$ 742,282	$ 742,282

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Note 3 - Business Combinations and Dispositions - Unaudited Pro Forma Financial Information (Details) - Merger with Expro [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Unaudited pro forma revenues	$ 1,143,356	$ 1,065,384
Unaudited pro forma net loss	$ (121,546)	$ (491,091)

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Note 3 - Business Combinations and Dispositions - Merger and Integration Expense (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Payments made during the year	$ (12,823)
NLA [Member]
Payments made during the year	(1,675)
ESSA [Member]
Payments made during the year	(1,634)
MENA [Member]
Payments made during the year	(458)
APAC [Member]
Payments made during the year	(1,176)
Central [Member]
Payments made during the year	(7,880)
Severance Plan in Connection with Merger [Member]
Balance as of December 31, 2021	12,215
Expense (reversal) during the period	1,323
Balance as of December 31, 2022	715
Severance Plan in Connection with Merger [Member] | NLA [Member]
Balance as of December 31, 2021	2,057
Expense (reversal) during the period	(256)
Balance as of December 31, 2022	126
Severance Plan in Connection with Merger [Member] | ESSA [Member]
Balance as of December 31, 2021	2,502
Expense (reversal) during the period	(808)
Balance as of December 31, 2022	60
Severance Plan in Connection with Merger [Member] | MENA [Member]
Balance as of December 31, 2021	424
Expense (reversal) during the period	34
Balance as of December 31, 2022	0
Severance Plan in Connection with Merger [Member] | APAC [Member]
Balance as of December 31, 2021	617
Expense (reversal) during the period	646
Balance as of December 31, 2022	87
Severance Plan in Connection with Merger [Member] | Central [Member]
Balance as of December 31, 2021	6,615
Expense (reversal) during the period	1,707
Balance as of December 31, 2022	$ 442

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Note 4 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Asset Impairment Charges, Total	$ 0	$ 0	$ 287,454
Goodwill, Impairment Loss	0	0	191,893
Impairment, Long-Lived Asset, Held-for-Use, Total	0	0	19,993
Impairment of Intangible Assets, Finite-lived	0	$ 0	60,394
Operating Lease, Impairment Loss			$ 15,174
Drawdowns as Loans [Member] | New Credit Facility [Member]
Long-term Debt, Fair Value	$ 0

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Note 4 - Fair Value Measurements - Summary of Financial Assets and Liabilities Measured At Fair Value On a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Non-current accounts receivable, net	$ 9,688	$ 11,531
Finance lease liabilities	14,820	16,919
Deferred compensation plan		18,857
Deferred compensation plan		9,339
Fair Value, Inputs, Level 1 [Member]
Non-current accounts receivable, net	0	0
Finance lease liabilities	0	0
Deferred compensation plan		0
Deferred compensation plan		0
Fair Value, Inputs, Level 2 [Member]
Non-current accounts receivable, net	9,688	11,531
Finance lease liabilities	14,820	16,919
Deferred compensation plan		18,857
Deferred compensation plan		9,339
Fair Value, Inputs, Level 3 [Member]
Non-current accounts receivable, net	0	0
Finance lease liabilities	$ 0	0
Deferred compensation plan		0
Deferred compensation plan		$ 0

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Note 4 - Fair Value Measurements - Impairment Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill, Impairment Loss	$ 0	$ 0	$ 191,893
Impairment of Intangible Assets, Finite-lived	0	0	60,394
Impairment, Long-Lived Asset, Held-for-Use, Total	0	0	19,993
Operating Lease, Impairment Loss			15,174
Total	$ 0	$ 0	$ 287,454

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Note 5 - Business Segment Reporting (Details Textual)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Reportable Segments	4
Customer Concentration Risk [Member] | Revenue Benchmark [Member]
Number of Major Customers	0	0	1
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member]
Concentration Risk, Percentage			16.00%

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Note 5 - Business Segment Reporting - Revenue by Operating Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 1,279,418	$ 825,762	$ 675,026
NLA [Member]
Total revenue	499,813	193,156	115,738
ESSA [Member]
Total revenue	389,342	300,557	219,534
MENA [Member]
Total revenue	201,495	171,136	194,033
APAC [Member]
Total revenue	$ 188,768	$ 160,913	$ 145,721

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Note 5 - Business Segment Reporting - Reconciliation of Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization From Segments to Net Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total Segment EBITDA	$ 278,082	$ 175,346	$ 147,719
Corporate costs	(87,580)	(66,153)	(61,122)
Equity in income of joint ventures	15,731	16,747	13,589
Depreciation and amortization expense	(139,767)	(123,866)	(113,693)
Impairment expense	0	0	(287,454)
Severance and other expense	(7,825)	(7,826)	(13,930)
Stock-based compensation expense	(18,486)	(54,162)	0
Gain on disposal of assets	0	1,000	10,085
Foreign exchange losses	(8,341)	(4,314)	(2,261)
Merger and integration expense	(13,620)	(47,593)	(1,630)
Other income, net	3,149	3,992	3,908
Interest and finance expense, net	(241)	(8,795)	(5,656)
Income (loss) before income taxes	21,102	(115,624)	(310,445)
NLA [Member]
Total Segment EBITDA	135,236	32,254	54
ESSA [Member]
Total Segment EBITDA	74,681	53,336	35,393
MENA [Member]
Total Segment EBITDA	63,315	56,312	77,296
APAC [Member]
Total Segment EBITDA	$ 4,850	$ 33,444	$ 34,976

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Note 5 - Business Segment Reporting - Assets by Geographic Region (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Total assets	$ 1,937,152	$ 1,854,638
NLA [Member]
Total assets	633,644	561,482
ESSA [Member]
Total assets	444,368	370,638
MENA [Member]
Total assets	294,742	358,465
APAC [Member]
Total assets	232,812	231,087
Central [Member]
Total assets	$ 331,586	$ 332,966

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Note 5 - Business Segment Reporting - Capital Expenditures by Operating Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Capital expenditures	$ 81,904	$ 81,511	$ 112,387
NLA [Member]
Capital expenditures	18,435	6,426
ESSA [Member]
Capital expenditures	17,574	11,151
MENA [Member]
Capital expenditures	27,354	14,553
APAC [Member]
Capital expenditures	13,457	19,958
Central [Member]
Capital expenditures	$ 5,084	$ 29,423

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Note 6 - Revenue (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Contract with Customer, Liability, Revenue Recognized	$ 15.5	$ 15.4	$ 6.3
Construction [Member]
Revenue, Remaining Performance Obligation, Amount	139.2
Other Current Liabilities [Member]
Contract with Customer, Liability, Current	$ 50.9

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Note 6 - Revenue - Revenue by Areas of Capability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Total revenue	$ 1,279,418	$ 825,762	$ 675,026
Well Construction [Member]
Total revenue	500,438	112,126	0
Well Management [Member]
Total revenue	$ 778,980	$ 713,636	$ 675,026

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Note 6 - Revenue - Contract Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Trade receivable, net	$ 428,925	$ 330,817
Deferred revenue (included within other liabilities)	51,192	17,038
Billed Revenues [Member]
Trade receivable, net	289,235	236,158
Unbilled Revenues [Member]
Trade receivable, net	$ 139,690	$ 94,659

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Note 7 - Income Taxes (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	25.80%	25.00%	19.00%
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total	$ 9.8	$ 4.2
Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate	$ 30.1	30.1
Open Tax Year	2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Other Noncurrent Liabilities [Member]
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 58.0	$ 46.0
Domestic Tax Authority [Member] | Dutch Tax and Customs Administration [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	25.80%	25.00%
Domestic Tax Authority [Member] | Her Majesty's Revenue and Customs (HMRC) [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			19.00%
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards	$ 628.7
Operating Loss Carryforwards Subject to Expiration	160.6
Operating Loss Carryforwards, Not Subject to Expiration	$ 468.1

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Note 7 - Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Netherlands (2020: U.K.)	$ 283	$ 216	$ (707)
Foreign	42,308	16,777	17,883
Total current tax	42,591	16,993	17,176
Netherlands (2020: U.K.)	0	0	0
Foreign	(1,344)	(726)	(20,576)
Total deferred tax	(1,344)	(726)	(20,576)
Income tax expense (benefit)	$ 41,247	$ 16,267	$ (3,400)

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Note 7 - Income Taxes - Components of Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Netherlands (2020: U.K.)	$ (13,984)	$ (19,190)	$ 22,819
Foreign	19,355	(113,181)	(346,853)
Loss before taxes and equity in income of joint ventures	$ 5,371	$ (132,371)	$ (324,034)

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Note 7 - Income Taxes - Reconciliation of Differences Between Income Tax Provision Computed and Statutory Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statutory tax rate	25.80%	25.00%	19.00%
Income tax expense (benefit) at statutory rate	$ 1,387	$ (33,093)	$ (61,566)
Permanent differences	12,187	14,123	120,239
Effect of overseas tax rates	(4,024)	9,905	(1,754)
Net tax charge related to attributes with full valuation allowance	28,267	28,607	(71,259)
Exempt dividends from joint ventures	(2,649)	(1,014)	14
Return to provision adjustments	(5,966)	(5,001)	6,150
Withholding taxes	3,029	1,995	984
Foreign exchange movements on tax balances	694	67	1,216
Movement in uncertain tax positions	8,322	678	2,576
Income tax expense (benefit)	$ 41,247	$ 16,267	$ (3,400)
Effective tax rate	768.00%	(12.30%)	1.00%

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Note 7 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Net operating loss carry forwards	$ 771,963	$ 731,315
Employee compensation and benefits	9,977	12,958
Depreciation	66,300	44,253
Other	44,133	34,734
Investment in partnership	0	51,890
Intangibles	16,197	22,980
Valuation allowance	(881,286)	(829,087)	$ (512,711)	$ (443,398)
Total deferred tax assets	27,284	69,043
Depreciation	(13,630)	(1,935)
Goodwill and other intangibles	(36,968)	(42,784)
Investment in partnership	(911)	(48,856)
Other	(6,194)	(7,212)
Total deferred tax liabilities	(57,703)	(100,787)
Net deferred tax liabilities	$ (30,419)	$ (31,744)

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Note 7 - Income Taxes - Changes in Valuation Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Balance at the beginning of the period	$ 829,087	$ 512,711	$ 443,398
Additions attributable to the Merger	0	187,319	0
Additions not attributable to the Merger	146,451	160,299	72,025
Reductions	(94,252)	(31,242)	(2,712)
Balance at end of period	$ 881,286	$ 829,087	$ 512,711

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Note 7 - Income Taxes - Changes in Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance at the beginning of the period	$ 76,114	$ 35,377
Additions attributable to the Merger	7,259	40,144
Additions based on tax positions related to current period not attributable to the Merger	8,009	5,774
Additions for tax positions of prior year period not attributable to the Merger	2,371	5,094
Settlements with tax authorities	(2,490)	(2,370)
Reductions for tax positions of prior years	(547)	(5,138)
Reductions due to the lapse of statute of limitations	(1,525)	(2,094)
Effect of changes in foreign exchange rates	(1,054)	(673)
Balance at the end of the period	$ 88,137	$ 76,114

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Note 8 - Investment in Joint Ventures (Details Textual)	Dec. 31, 2022
CETS [Member]
Equity Method Investment, Ownership Percentage	50.00%
PVD-Expro [Member]
Equity Method Investment, Ownership Percentage	49.00%

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Note 8 - Investment in Joint Ventures - Carrying Value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Carrying value	$ 66,038	$ 57,604
CETS [Member]
Carrying value	62,471	54,014
PVD-Expro [Member]
Carrying value	$ 3,567	$ 3,590

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Note 9 - Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts receivable	$ 441,605	$ 340,209
Less: Expected credit losses	(12,680)	(9,392)	$ (6,917)	$ (6,313)
Trade receivable, net	428,925	330,817
Current	419,237	319,286
Non – current	$ 9,688	$ 11,531

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Note 9 - Accounts Receivable, Net - Movement of Expected Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Balance at beginning of year	$ 9,392	$ 6,917	$ 6,313
Additions - Acquired in the Merger	0	992	0
Additions - Charged to expense	4,096	1,527	965
Deductions	(808)	(44)	(361)
Balance at end of year	$ 12,680	$ 9,392	$ 6,917

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Note 10 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finished goods	$ 26,810	$ 34,899
Raw materials, equipment spares and consumables	102,395	76,025
Work-in progress	24,513	14,192
Total	$ 153,718	$ 125,116

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Note 11 - Other Assets and Liabilities (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Surrender Value of Life Insurance	$ 0	$ 18,857
Gain (Loss) on Change in Cash Surrender Value of Life Insurance	$ (300)

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Note 11 - Other Assets and Other Liabilities - Summary of Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cash surrender value of life insurance policies	$ 0	$ 18,857
Prepayments	18,084	19,891
Value-added tax receivables	20,727	22,524
Collateral deposits	1,669	1,599
Deposits	7,245	7,331
Other	5,513	9,197
Total	53,238	79,399
Current	44,975	52,938
Non – current	$ 8,263	$ 26,461

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Note 11 - Other Assets and Other Liabilities - Summary of Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred revenue	$ 51,192	$ 17,038
Other tax and social security	28,557	27,893
Income tax liabilities - non-current portion	58,036	45,741
Deferred Compensation Liability, Current and Noncurrent, Total	0	9,339
Provisions	45,248	32,964
Other	21,882	16,775
Total	204,915	149,750
Current	107,750	74,213
Non – current	$ 97,165	$ 75,537

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Note 12 - Accounts Payable and Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts payable – trade	$ 100,951	$ 84,952
Payroll, vacation and other employee benefits	46,935	42,671
Accruals for goods received not invoiced	32,102	18,666
Other accrued liabilities	92,716	66,863
Total	$ 272,704	$ 213,152

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Note 13 - Property, Plant and Equipment, Net (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Depreciation, Depletion and Amortization, Total	$ 139,767	$ 123,866	$ 113,693
Impairment, Long-Lived Asset, Held-for-Use, Total	0	0	19,993
Assets Held-for-sale, Not Part of Disposal Group, Total	2,200
Building [Member]
Proceeds from Sale of Property Held-for-sale	6,300
Property, Plant and Equipment, Including Assets Under Finance Leases [Member]
Depreciation, Depletion and Amortization, Total	$ 102,300	$ 95,800	$ 85,400

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Note 13 - Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, plant and equipment, gross	$ 913,715	$ 830,694
Less: accumulated depreciation	(451,399)	(352,114)
Property, plant and equipment, net	462,316	478,580
Land [Member]
Property, plant and equipment, gross	22,261	21,580
Land Improvements [Member]
Property, plant and equipment, gross	3,054	3,054
Buildings and Leasehold Improvement [Member]
Property, plant and equipment, gross	98,490	104,660
Plant and Equipment [Member]
Property, plant and equipment, gross	$ 789,910	$ 701,400

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Note 13 - Property, Plant and Equipment - Summary of Property, Plant and Equipment Held Under Finance Lease (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment, Net [Member]
Assets under finance lease, gross	$ 19,898	$ 19,898
Less: accumulated amortization, assets under finance lease	(9,085)	(7,733)
Assets under finance lease, net	10,813	12,165
Building [Member]
Assets under finance lease, gross	18,623	18,623
Plant and Equipment [Member]
Assets under finance lease, gross	$ 1,275	$ 1,275

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Note 14 - Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Oct. 01, 2021	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Amortization of Intangible Assets			$ 37,400	$ 28,100	$ 28,200
Finite-Lived Intangible Assets Acquired	$ 104,791	$ 11,200
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year)	13 years 8 months 12 days	5 years
Impairment of Intangible Assets, Finite-lived			$ 0	$ 0	$ 60,394

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Note 14 - Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Gross Carrying Amount	$ 461,508	$ 447,512
Accumulated Impairment and Amortization	(232,004)	(194,459)
Total intangible assets	229,504	253,053
Customer Relationships [Member]
Gross Carrying Amount	222,200	222,200
Accumulated Impairment and Amortization	(118,221)	(98,271)
Total intangible assets	$ 103,979	123,929
Weighted average remaining life (Year)	5 years 3 months 18 days
Trademarks [Member]
Gross Carrying Amount	$ 57,100	57,100
Accumulated Impairment and Amortization	(32,921)	(29,392)
Total intangible assets	$ 24,179	27,708
Weighted average remaining life (Year)	7 years 6 months
Technology-Based Intangible Assets [Member]
Gross Carrying Amount	$ 170,652	159,458
Accumulated Impairment and Amortization	(71,191)	(60,979)
Total intangible assets	$ 99,461	98,479
Weighted average remaining life (Year)	11 years 8 months 12 days
Computer Software, Intangible Asset [Member]
Gross Carrying Amount	$ 11,556	8,754
Accumulated Impairment and Amortization	(9,671)	(5,817)
Total intangible assets	$ 1,885	$ 2,937
Weighted average remaining life (Year)	9 months 18 days

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Note 14 - Intangible Assets, Net - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands		3 Months Ended
	Oct. 01, 2021	Mar. 31, 2022
Acquired Fair Value	$ 104,791	$ 11,200
Weighted average life (Year)	13 years 8 months 12 days	5 years
Customer Relationships [Member]
Acquired Fair Value	$ 7,000
Weighted average life (Year)	10 years
Trademarks [Member]
Acquired Fair Value	$ 17,000
Weighted average life (Year)	10 years
Technology-Based Intangible Assets [Member]
Acquired Fair Value	$ 79,920
Weighted average life (Year)	15 years
Computer Software, Intangible Asset [Member]
Acquired Fair Value	$ 871
Weighted average life (Year)	1 year

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Note 14 - Intangible Assets, Net - Summary of Intangible Asset Impairment Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Impairment of Intangible Assets, Finite-lived	$ 0	$ 0	$ 60,394
Customer Relationships [Member]
Impairment of Intangible Assets, Finite-lived			10,262
Technology-Based Intangible Assets [Member]
Impairment of Intangible Assets, Finite-lived			34,625
Trademarks [Member]
Impairment of Intangible Assets, Finite-lived			15,507
NLA [Member]
Impairment of Intangible Assets, Finite-lived			42,315
NLA [Member] | Customer Relationships [Member]
Impairment of Intangible Assets, Finite-lived			10,262
NLA [Member] | Technology-Based Intangible Assets [Member]
Impairment of Intangible Assets, Finite-lived			20,616
NLA [Member] | Trademarks [Member]
Impairment of Intangible Assets, Finite-lived			11,437
ESSA [Member]
Impairment of Intangible Assets, Finite-lived			10,979
ESSA [Member] | Customer Relationships [Member]
Impairment of Intangible Assets, Finite-lived			0
ESSA [Member] | Technology-Based Intangible Assets [Member]
Impairment of Intangible Assets, Finite-lived			6,909
ESSA [Member] | Trademarks [Member]
Impairment of Intangible Assets, Finite-lived			4,070
APAC [Member]
Impairment of Intangible Assets, Finite-lived			7,100
APAC [Member] | Customer Relationships [Member]
Impairment of Intangible Assets, Finite-lived			0
APAC [Member] | Technology-Based Intangible Assets [Member]
Impairment of Intangible Assets, Finite-lived			7,100
APAC [Member] | Trademarks [Member]
Impairment of Intangible Assets, Finite-lived			$ 0

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Note 14 - Intangible Assets, Net - Expected Future Intangible Asset Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Asset, Expected Amortization, Year One	$ 35,467
2024	33,582
2025	33,582
2026	33,582
2027	33,582
Thereafter	59,709
Total	$ 229,504	$ 253,053

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Note 15 - Goodwill (Details Textual) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended			15 Months Ended
	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022
Goodwill, Purchase Accounting Adjustments		$ 41,077
Goodwill, Impairment Loss		$ 0	$ 0	$ 191,893
Merger with Expro [Member]
Goodwill, Purchase Accounting Adjustments	$ 41,100				$ 41,077

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Note 15 - Goodwill - Summary of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill	$ 220,980	$ 179,903
Goodwill, cost	398,218	243,819
Goodwill, adjustment	41,077
Goodwill, accumulated impairment	(218,315)	(218,315)
Goodwill, acquired in Merger		154,399
NLA [Member]
Goodwill	118,511	93,608
Goodwill, cost	130,949	37,341
Goodwill, adjustment	24,903
Goodwill, accumulated impairment	(37,341)	(37,341)
Goodwill, acquired in Merger		93,608
ESSA [Member]
Goodwill	80,058	66,283
Goodwill, cost	80,761	28,982
Goodwill, adjustment	13,775
Goodwill, accumulated impairment	(14,478)	(14,478)
Goodwill, acquired in Merger		51,779
MENA [Member]
Goodwill	4,218	3,331
Goodwill, cost	129,714	126,383
Goodwill, adjustment	887
Goodwill, accumulated impairment	(126,383)	(126,383)
Goodwill, acquired in Merger		3,331
APAC [Member]
Goodwill	18,193	16,681
Goodwill, cost	56,794	51,113
Goodwill, adjustment	1,512
Goodwill, accumulated impairment	$ (40,113)	(40,113)
Goodwill, acquired in Merger		$ 5,681

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Note 15 - Goodwill - Summary of Goodwill Impairment Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill, Impairment Loss	$ 0	$ 0	$ 191,893
NLA [Member]
Goodwill, Impairment Loss			25,397
ESSA [Member]
Goodwill, Impairment Loss			0
MENA [Member]
Goodwill, Impairment Loss			126,383
APAC [Member]
Goodwill, Impairment Loss			$ 40,113

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Note 16 - Interest Bearing Loans (Details Textual) - New Credit Facility [Member] $ in Thousands	Oct. 01, 2021 USD ($)	Dec. 31, 2022 USD ($)	Jul. 21, 2022 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 200,000		$ 222,500
Debt Instrument, Covenant, Minimum EBITDA of Guarantors	80.00%
Debt Instrument, Covenant, Minimum Consolidated Assets of Guarantors	70.00%
Debt Instrument, Covenant, Minimum EBITDA and Assets of Subsidiaries	5.00%
Debt Instrument, LIBOR Floor	0.00%
Line of Credit Facility, Commitment Fee Percentage	30.00%
Debt Instrument, Covenant, Minimum Cash Flow Cover Ratio	1.5
Debt Instrument, Covenant, Minimum Interest Cover Ratio	4.0
Debt Instrument, Covenant, Maximum Senior Leverage Ratio	2.25			2.25
Debt Instrument, Maximum Percentage of Aggregate Capital Expenditures	110.00%
Repurchase or Redemption of Shares, Maximum Aggregate Amount				$ 50,000
Drawdowns as Loans [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 130,000
Long-Term Debt, Total		$ 0			$ 0
Drawdowns as Loans [Member] | One-third Drawn [Member]
Line of Credit Facility, Upfront Fee Percentage	0.25%
Drawdowns as Loans [Member] | Two-thirds Drawn [Member]
Line of Credit Facility, Upfront Fee Percentage	0.50%
Drawdowns as Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.75%
Letter of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 70,000		$ 92,500
Line of Credit Facility, Upfront Fee Percentage	0.75%
Letter of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.00%
Bonds and Guarantees [Member]
Long-Term Debt, Total		$ 53,800			$ 33,400

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Note 17 - Leases (Details Textual)	Dec. 31, 2022
Minimum [Member]
Lessee, Operating Lease, Remaining Lease Term (Year)	1 year
Maximum [Member]
Lessee, Operating Lease, Remaining Lease Term (Year)	15 years

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Note 17 - Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Amortization of right of use assets	$ 1,352	$ 967	$ 1,649
Interest incurred on lease liabilities	2,006	2,246	2,386
Operating lease expense	26,231	21,479	19,870
Short term lease expense	84,045	54,756	56,156
Total lease expense	$ 113,634	$ 79,448	$ 80,061

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Note 17 - Leases - Lease Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating cash flows from operating leases	$ 28,454	$ 25,348	$ 23,134
Operating leases	$ 15,051	$ 8,529	$ 8,917
Operating leases (Year)	6 years 10 months 24 days	7 years 3 months 18 days	8 years 6 months
Finance leases (Year)	10 years 1 month 6 days	11 years	11 years 8 months 12 days
Weighted average discount rate for operating leases	8.90%	8.80%	10.00%
Weighted average discount rate for finance leases	12.90%	13.10%	13.50%

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Note 17 - Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
2023, operating leases	$ 25,486
2023, finance leases	3,026
2024, operating leases	19,398
2024, finance leases	2,759
2025, operating leases	13,365
2025, finance leases	2,703
2026, operating leases	9,331
2026, finance leases	2,703
2027, operating leases	8,033
2027, finance leases	2,680
Due after 5 years, operating leases	35,584
Due after 5 years, finance leases	13,069
Total due, operating leases	111,197
Total due, finance leases	26,940
Less: amounts representing interest, operating leases	(31,293)
Less: amounts representing interest, finance leases	(12,120)
Total, operating leases	79,904
Total, finance leases	14,820
Short-term portion, operating leases	19,057	$ 19,695
Short-term portion, finance leases	1,047	1,147
Long-term portion, operating leases	60,847	73,688
Long-term portion, finance leases	$ 13,773	$ 15,772

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Note 18 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loss Contingency Accrual, Ending Balance	$ 8.0
Capital Addition Purchase Commitments [Member]
Long-Term Purchase Commitment, Amount	45.5	$ 26.3
Inventories [Member]
Long-Term Purchase Commitment, Amount	$ 25.8	$ 14.2

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Note 19 - Post-retirement Benefits (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2015
Deferred Compensation Liability, Current and Noncurrent, Total	$ 0	$ 9,339
Cash Surrender Value of Life Insurance	$ 0	$ 18,857
Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Requisite Service Period (Year)		5 years
Deferred Compensation Liability, Current and Noncurrent, Total		$ 9,300
Cash Surrender Value of Life Insurance		18,900
UNITED KINGDOM | Pension Plan [Member]
Defined Benefit Plan, Number of Employees				80
UNITED KINGDOM | Pension Plan [Member] | Growth Portfolio [Member]
Defined Benefit Plan, Plan Assets, Actual Allocation, Percentage	45.00%
UNITED KINGDOM | Pension Plan [Member] | Stabilizing Portfolio [Member]
Defined Benefit Plan, Plan Assets, Actual Allocation, Percentage	55.00%
The 401k Plan [Member] | UNITED STATES | Maximum [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	4.00%
Group Personal Pension Plan [Member] | UNITED KINGDOM | Maximum [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	6.00%
Group Personal Pension Plan [Member] | UNITED KINGDOM | Minimum [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	4.50%
The 401K and GPP [Member]
Defined Contribution Plan, Cost	$ 8,400	$ 7,300	$ 6,400

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Note 19 - Port-retirement Benefits - Key Assumptions (Details) - UNITED KINGDOM - Pension Plan [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Discount rate	4.70%	1.80%	1.30%
Expected return on plan assets	5.60%	3.20%	2.70%
Expected rate of salary increases	0.10%	0.10%	0.10%

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Note 19 - Post-retirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Actuarial gain (loss) on defined benefit plans	$ 7,440	$ 22,345	$ (9,356)
Plan curtailment / amendment credit recognized	0	0	5,510
Amortization of prior service credit	(249)	(249)	0
Pension Plan [Member] | UNITED KINGDOM
Current service cost	(357)	(439)	(539)
Interest cost	(4,307)	(3,407)	(4,551)
Expected return on plan assets	6,796	5,499	6,064
Plan curtailment / amendment events recognized in consolidated statements of operations	0	0	2,269
Amortization of prior service credit	249	249	0
Reclassified net remeasurement (loss) gains	0	244	(104)
Amounts included in consolidated statements of operations	2,381	2,146	3,139
Actuarial gain (loss) on defined benefit plans	7,440	22,345	(9,356)
Plan curtailment / amendment credit recognized	0	0	5,510
Amortization of prior service credit	(249)	(249)	0
Reclassified net remeasurement (loss) gains	0	(244)	104
Other comprehensive income (loss)	7,191	21,852	(3,742)
Total comprehensive income (loss)	$ 9,572	$ 23,998	$ (603)

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Note 19 - Post-retirement Benefits - Actuarial Gain (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Actuarial gain (loss) on defined benefit plans	$ 7,440	$ 22,345	$ (9,356)
Pension Plan [Member] | UNITED KINGDOM
Actuarial (loss) gain on assets	(74,332)	11,378	16,678
Actuarial gain (loss) on liabilities	81,772	10,967	(26,034)
Actuarial gain (loss) on defined benefit plans	$ 7,440	$ 22,345	$ (9,356)

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Note 19 - Post-retirement Benefits - Expected Employer Contributions (Details) - Pension Plan [Member] - UNITED KINGDOM $ in Thousands	Dec. 31, 2022 USD ($)
2023	$ 5,481
2024	5,691
2025	5,886
2026	6,135
2027	6,416
Thereafter to December 31, 2032	$ 22,495

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Note 19 - Post-retirement Benefits - Amounts in Consolidated Balance Sheets (Details) - Pension Plan [Member] - UNITED KINGDOM - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Present value of defined benefit obligations	$ (135,182)	$ (241,808)
Fair value of plan assets	123,840	212,688
Deficit recognized under non-current liabilities	$ (11,342)	$ (29,120)

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Note 19 - Post-retirement Benefits - Changes in Present Value of Defined Benefit Obligations (Details) - Pension Plan [Member] - UNITED KINGDOM - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Opening balance	$ (241,808)	$ (261,576)
Current service cost	(357)	(439)	$ (539)
Interest cost	(4,307)	(3,407)	(4,551)
Actuarial gain (loss) on liabilities	81,772	10,967	(26,034)
Exchange differences	23,823	2,378
Benefits paid	5,695	10,269
Ending balance	$ (135,182)	$ (241,808)	$ (261,576)

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Note 19 - Post-retirement Benefits - Movements in Fair Value of Plan Assets (Details) - Pension Plan [Member] - UNITED KINGDOM - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Opening balance	$ 212,688	$ 203,630
Actual return on plan assets	(67,536)	16,877	$ 22,742
Exchange differences	(20,776)	(2,245)
Contributions from the sponsoring companies	5,159	4,695
Benefits paid	(5,695)	(10,269)
Ending balance	$ 123,840	$ 212,688	$ 203,630

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Note 19 - Post-retirement Benefits - Actual Return on Plan Assets (Details) - Pension Plan [Member] - UNITED KINGDOM - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Expected return on plan assets	$ 6,796	$ 5,499	$ 6,064
Actuarial (loss) gain on assets	(74,332)	11,378	16,678
Actual return on plan assets	$ (67,536)	$ 16,877	$ 22,742

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Note 19 - Post-retirement Benefits - Information for Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets (Details) - UNITED KINGDOM - Pension Plan [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accumulated benefit obligation	$ 134,102	$ 240,644
Fair value of plan assets	$ 123,840	$ 212,688

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Note 19 - Post-retirement Benefits - Analysis of Plan Assets and Expected Rate of Return (Details) - UNITED KINGDOM - Pension Plan [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair value of asset	$ 123,840	$ 212,688	$ 203,630
DGF [Member]
Expected rate of return	7.50%	4.60%
Fair value of asset	$ 55,633	$ 123,460
LDI [MEmber]
Expected rate of return	4.00%	1.10%
Fair value of asset	$ 45,170	$ 61,163
Bond Funds [Member]
Expected rate of return	4.50%	1.80%
Fair value of asset	$ 21,899	$ 26,571
Defined Benefit Plan, Equity Securities [Member]
Expected rate of return	1.80%	1.50%
Fair value of asset	$ 188	$ 360
Defined Benefit Plan, Other Assets [Member]
Expected rate of return	2.20%	1.50%
Fair value of asset	$ 950	$ 1,134

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Note 19 - Post-retirement Benefits - Asset Categorization (Details) - Pension Plan [Member] - UNITED KINGDOM - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair value of asset	$ 123,840	$ 212,688	$ 203,630
Fair Value, Inputs, Level 1 [Member]
Fair value of asset	123,062	211,999
Fair Value, Inputs, Level 2 [Member]
Fair value of asset	395	329
Fair Value, Inputs, Level 3 [Member]
Fair value of asset	383	360	$ 292
DGF [Member]
Fair value of asset	55,633	123,460
DGF [Member] | Fair Value, Inputs, Level 1 [Member]
Fair value of asset	55,633	123,460
DGF [Member] | Fair Value, Inputs, Level 2 [Member]
Fair value of asset	0	0
DGF [Member] | Fair Value, Inputs, Level 3 [Member]
Fair value of asset	0	0
LDI [MEmber]
Fair value of asset	45,170	61,163
LDI [MEmber] | Fair Value, Inputs, Level 1 [Member]
Fair value of asset	45,170	61,163
LDI [MEmber] | Fair Value, Inputs, Level 2 [Member]
Fair value of asset	0	0
LDI [MEmber] | Fair Value, Inputs, Level 3 [Member]
Fair value of asset	0	0
Bond Funds [Member]
Fair value of asset	21,899	26,571
Bond Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair value of asset	21,899	26,571
Bond Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair value of asset	0	0
Bond Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair value of asset	0	0
Defined Benefit Plan, Equity Securities [Member]
Fair value of asset	188	360
Defined Benefit Plan, Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair value of asset	188	360
Defined Benefit Plan, Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair value of asset	0	0
Defined Benefit Plan, Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair value of asset	0	0
Defined Benefit Plan, Other Assets [Member]
Fair value of asset	950	1,134
Defined Benefit Plan, Other Assets [Member] | Fair Value, Inputs, Level 1 [Member]
Fair value of asset	172	445
Defined Benefit Plan, Other Assets [Member] | Fair Value, Inputs, Level 2 [Member]
Fair value of asset	395	329
Defined Benefit Plan, Other Assets [Member] | Fair Value, Inputs, Level 3 [Member]
Fair value of asset	$ 383	$ 360

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Note 19 - Post-retirement Benefits - Movements in Fair Value of Level 3 Assets (Details) - Pension Plan [Member] - UNITED KINGDOM - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Opening balance	$ 212,688	$ 203,630
Ending balance	123,840	212,688
Fair Value, Inputs, Level 3 [Member]
Opening balance	360	292
Actual return on plan assets	6	5
Exchange differences	(6)	33
Contributions from the sponsoring companies	23	30
Ending balance	$ 383	$ 360

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Note 20 - Stock-based Compensation (Details Textual) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 01, 2021 shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 shares
Share-Based Payment Arrangement, Expense | $		$ 18,486	$ 54,162	$ (0)
Management Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | shares		6,700,000	6,900,000	5,800,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | shares		0	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in shares) | shares		100,000		1,212,000	1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Converted in Period (in shares) | shares	6,900,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance (in dollars per share) | $ / shares		$ 17.19	$ 17.20
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares		17.08
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in dollars per share) | $ / shares		$ 17.08
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number (in shares) | shares		2,700,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares		$ 17.15
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $		$ 6,300
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year)		5 years 4 months 24 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $		$ 2,600
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term (Year)		5 years 4 months 24 days
Business Combination, Number of Common Shares Converted by Each Right (in shares) | shares	1.2120
LTIP [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year)		10 years
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | shares		13,200,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | shares		11,500,000
Employee Stock Purchase Plan [Member]
Share-Based Payment Arrangement, Expense | $		$ 500	$ 100
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | shares		500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | shares		133,863
Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Grant, Purchase Price Percentage		85.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Market Value at Exercise, Purchase Price Percentage		85.00%
Share-Based Payment Arrangement, Option [Member] | Management Incentive Plan [Member]
Share-Based Payment Arrangement, Expense | $		$ 3,600	39,500
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $		$ 900
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)		7 months 6 days
Share-Based Payment Arrangement, Option [Member] | Management Incentive Plan [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		3 years
Share-Based Payment Arrangement, Option [Member] | Management Incentive Plan [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		4 years
Restricted Stock Units (RSUs) [Member] | Management Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		3 years
Share-Based Payment Arrangement, Expense | $			2,600	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance (in shares) | shares				100,000
Restricted Stock Units (RSUs) [Member] | LTIP [Member]
Share-Based Payment Arrangement, Expense | $		$ 11,200	6,800	$ 0
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)		1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $		$ 13,000	$ 2,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $		$ 16,800
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | shares		913,034	458,258
Restricted Stock Units (RSUs) [Member] | LTIP [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		1 year
Restricted Stock Units (RSUs) [Member] | LTIP [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		3 years
Performance Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)		3 years	3 years
Share-Based Payment Arrangement, Expense | $		$ 3,200	$ 5,200	$ 0
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)		6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $		$ 9,900	$ 100
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $		$ 5,400
Share-Based Compensation Arrangement By Share-Based Payment Award, Number Of Award Achievement Periods		3
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period (Year)		1 year
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate		50.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | shares		0	354,275
Performance Restricted Stock Units [Member] | Achieves a Rank in 25th Percentile [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Issued		50.00%
Performance Restricted Stock Units [Member] | Achieves a Rank in 50th Percentile [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Issued		100.00%
Performance Restricted Stock Units [Member] | Achieves a Rank in 75th Percentile [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Issued		150.00%
Performance Restricted Stock Units [Member] | Achieves a Rank in 90th Percentile [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Issued		200.00%
Performance Restricted Stock Units [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period (Year)			1 year
Performance Restricted Stock Units [Member] | In the Event of Death or Disability [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage			100.00%

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Note 20 - Stock-based Compensation - Key Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Performance Restricted Stock Units [Member]
Risk free interest rate		0.54%
Expected volatility		84.20%
Total expected term (in years) (Year)		3 years 3 months
Performance Restricted Stock Units [Member] | Minimum [Member]
Correlation range		21.20%
Performance Restricted Stock Units [Member] | Maximum [Member]
Correlation range		79.50%
Management Incentive Plan [Member] | Share-Based Payment Arrangement, Option [Member]
Risk free interest rate	0.04%
Expected volatility	55.00%
Dividend yield	0.00%
Stock price on valuation date (in dollars per share)	$ 18.90

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Note 20 - Stock-based Compensation - Nonvested RSUs (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Vested (in shares)	(305,119)
Vested, weighted average grant date fair value (in dollars per share)	$ 32.50
Non-vested (in shares)	386,512
Non-vested, weighted average grant date fair value (in dollars per share)	$ 24.00
Restricted Stock Units (RSUs) [Member] | LTIP [Member]
Non-vested on the Closing Date (in shares)	1,235,100	883,079
Non-vested on the Closing Date (in dollars per share)	$ 20.49	$ 21.97
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	913,034	458,258
Granted, weighted average grant date fair value (in dollars per share)	$ 16.51	$ 17.64
Vested (in shares)	(593,037)	(93,688)
Vested, weighted average grant date fair value (in dollars per share)	$ 21.91	$ 21.80
Forfeited (in shares)	(70,899)	(12,549)
Forfeited, weighted average grant date fair value (in dollars per share)	$ 18.80	$ 22.59
Non-vested (in shares)	1,484,198	1,235,100
Non-vested, weighted average grant date fair value (in dollars per share)	$ 17.51	$ 20.49

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Note 20 - Stock-based Compensation - Nonvested PRSUs (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Vested (in shares)	(305,119)
Vested, weighted average grant date fair value (in dollars per share)	$ 32.50
Non-vested (in shares)	386,512
Non-vested, weighted average grant date fair value (in dollars per share)	$ 24.00
Performance Restricted Stock Units [Member]
Non-vested on the Closing Date (in shares)	691,631	340,071
Non-vested on the Closing Date (in dollars per share)	$ 27.75	$ 32.38
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	0	354,275
Granted, weighted average grant date fair value (in dollars per share)		$ 23.34
Vested (in shares)		(2,715)
Vested, weighted average grant date fair value (in dollars per share)		$ 29.72
Non-vested (in shares)		691,631
Non-vested, weighted average grant date fair value (in dollars per share)		$ 27.75

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Note 21 - Loss Per Share (Details Textual) shares in Millions	12 Months Ended
	Dec. 31, 2022 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	0.3

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Note 21 - Loss Per Share - Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net loss	$ (20,145)	$ (131,891)	$ (307,045)
Basic and diluted weighted average number of shares outstanding (in shares)	109,072,761	80,525,694	70,889,753
Total basic and diluted loss per share (in dollars per share)	$ (0.18)	$ (1.64)	$ (4.33)

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Note 22 - Related Party Disclosures (Details Textual) - USD ($) $ in Thousands			12 Months Ended
	Oct. 01, 2021	Aug. 26, 2016	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Proceeds from Equity Method Investment, Distribution			$ 7,283	$ 4,058	$ 3,646
Accounts Receivable, Related Parties			2,400	1,600
Operating Lease, Right-of-Use Asset			74,856	83,372
Operating Lease, Liability, Total			79,904
Corporate Joint Venture [Member]
Revenue from Related Parties			5,400	6,800	13,900
Proceeds from Equity Method Investment, Distribution			7,300	4,100	$ 3,600
Corporate Joint Venture [Member] | Service [Member]
Related Party Transaction, Amounts of Transaction			1,000
Affiliated Entity [Member]
Operating Lease, Expense			600	500
Accounts Payable, Related Parties			800	2,100
Operating Lease, Right-of-Use Asset			700	1,300
Operating Lease, Liability, Total			$ 700	$ 1,300
Affiliated Entity [Member] | Mosing Holdings [Member]
Percentage of Tax Benefits Realized Payable Under Tax Receivable Agreement		85.00%
Percentage of Tax Benefits Retained Under Tax Receivable Agreement		15.00%
Tax Receivable Agreement, Cash Payment for Settlement of Early Termination Payment Obligation	$ 15,000
Tax Receivable Agreement, Condition of Early Termination Payment Obligation Settlement, Period Over Which Future Contingent Payments May Be Made (Year)	10 years
Tax Receivable Agreement, Condition of Early Termination Payment Obligation Settlement, Future Contingent Payments, Cash Tax Savings Threshold	$ 18,100

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Note 23 - Supplemental Cash Flow - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Supplemental disclosure of cash flow information:
Cash paid for income taxes net of refunds	$ (33,171)	$ (20,130)	$ (21,437)
Cash paid for interest, net	(3,851)	(4,192)	(2,630)
Change in accounts payable and accrued expenses related to capital expenditures	(14,721)	(8,191)	(9,375)
Fair value of net assets acquired in the Merger, net of cash and cash equivalents and restricted cash	$ 0	$ 552,543	$ 0