10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2021

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

FRANK'S INTERNATIONAL 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 number)
	Mastenmakersweg 1
	1786 PB	Den Helder
	The	Netherlands	Not Applicable
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: +31 (0)22 367 0000

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, €0.01 par value	FI	New York Stock Exchange

    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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of April 29, 2021, there were 227,712,419 shares of common stock, €0.01 par value per share, outstanding.

TABLE OF CONTENTS
		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) at March 31, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2021 and 2020	4
	Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three Months Ended March 31, 2021 and 2020	5
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2021 and 2020	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2021 and 2020	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6.	Exhibits	41
Signatures		43

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FRANK’S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
	March 31,		December 31,
	2021		2020
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	191,339	$	209,575
Restricted cash	1,656		1,672
Short-term investments	2,252		2,252
Accounts receivables, net	116,581		110,607
Inventories, net	94,738		81,718
Assets held for sale	3,681		2,939
Other current assets	8,416		7,744
Total current assets	418,663		416,507
Property, plant and equipment, net	255,401		272,707
Goodwill	42,785		42,785
Intangible assets, net	11,062		7,897
Deferred tax assets, net	16,482		18,030
Operating lease right-of-use assets	27,972		28,116
Other assets	30,907		30,859
Total assets	$	803,272	$	816,901
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	107,085	$	99,986
Current portion of operating lease liabilities	8,066		7,832
Deferred revenue	640		586
Other current liabilities	960		1,674
Total current liabilities	116,751		110,078
Deferred tax liabilities	—		1,548
Non-current operating lease liabilities	20,766		21,208
Other non-current liabilities	25,257		22,818
Total liabilities	162,774		155,652
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 230,761,910 and 228,806,301 shares issued and 227,712,419 and 226,324,559 shares outstanding	2,890		2,866
Additional paid-in capital	1,091,028		1,087,733
Accumulated deficit	(401,232)		(377,346)
Accumulated other comprehensive loss	(30,250)		(31,966)
Treasury stock (at cost), 3,049,491 and 2,481,742 shares	(21,938)		(20,038)
Total stockholders’ equity	640,498		661,249
Total liabilities and equity	$	803,272	$	816,901

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

3

FRANK’S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
	Three Months Ended
	March 31,
	2021		2020
Revenue:
Services	$	81,523	$	105,083
Products	13,288		18,409
Total revenue	94,811		123,492
Operating expenses:
Cost of revenue, exclusive of depreciation and amortization
Services	63,935		79,380
Products	10,914		13,988
General and administrative expenses	16,447		26,683
Depreciation and amortization	16,107		19,718
Goodwill impairment	—		57,146
Severance and other charges, net	7,376		20,725
(Gain) loss on disposal of assets	(182)		60
Operating loss	(19,786)		(94,208)
Other income (expense):
Other income, net	125		2,026
Interest income (expense), net	(287)		533
Foreign currency loss	(2,868)		(9,892)
Total other expense	(3,030)		(7,333)
Loss before income taxes	(22,816)		(101,541)
Income tax expense (benefit)	1,070		(15,563)
Net loss	$	(23,886)	$	(85,978)
Loss per common share:
Basic and diluted	$	(0.11)	$	(0.38)
Weighted average common shares outstanding:
Basic and diluted	227,019		225,505

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

4

FRANK’S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
	Three Months Ended
	March 31,
	2021		2020
Net loss	$	(23,886)	$	(85,978)
Other comprehensive income:
Foreign currency translation adjustments	1,716		424
Total other comprehensive income	1,716		424
Comprehensive loss	$	(22,170)	$	(85,554)

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

5

FRANK’S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
	Three Months Ended March 31, 2020
								Accumulated
				Additional				Other				Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Treasury		Stockholders’
	Shares	Value		Capital		Deficit		Income (Loss)		Stock		Equity
Balances at December 31, 2019	225,511	$	2,846	$	1,075,809	$	(220,805)	$	(30,298)	$	(17,258)	$	810,294
Cumulative effect of accounting change	—	—		—		(321)		—		—		(321)
Net loss	—	—		—		(85,978)		—		—		(85,978)
Foreign currency translation adjustments	—	—		—		—		424		—		424
Equity-based compensation expense	—	—		2,146		—		—		—		2,146
Common shares issued upon vesting of share-based awards	937	10		(10)		—		—		—		—
Common shares issued for employee stock purchase plan	126	1		551		—		—		—		552
Treasury shares withheld	(293)	—		—		—		—		(1,056)		(1,056)
Share repurchase program	(373)	—		—		—		—		(1,017)		(1,017)
Balances at March 31, 2020	225,908	$	2,857	$	1,078,496	$	(307,104)	$	(29,874)	$	(19,331)	$	725,044
	Three Months Ended March 31, 2021
								Accumulated
				Additional				Other				Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Treasury		Stockholders’
	Shares	Value		Capital		Deficit		Income (Loss)		Stock		Equity
Balances at December 31, 2020	226,325	$	2,866	$	1,087,733	$	(377,346)	$	(31,966)	$	(20,038)	$	661,249
Net loss	—	—		—		(23,886)		—		—		(23,886)
Foreign currency translation adjustments	—	—		—		—		1,716		—		1,716
Equity-based compensation expense	—	—		2,872		—		—		—		2,872
Common shares issued upon vesting of share-based awards	1,717	21		(21)		—		—		—		—
Common shares issued for employee stock purchase plan	238	3		444		—		—		—		447
Treasury shares withheld	(568)	—		—		—		—		(1,900)		(1,900)
Balances at March 31, 2021	227,712	$	2,890	$	1,091,028	$	(401,232)	$	(30,250)	$	(21,938)	$	640,498

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

6

FRANK’S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
	Three Months Ended
	March 31,
	2021		2020
Cash flows from operating activities
Net loss	$	(23,886)	$	(85,978)
Adjustments to reconcile net loss to cash from operating activities
Depreciation and amortization	16,107		19,718
Equity-based compensation expense	2,872		2,146
Goodwill impairment	—		57,146
Loss on asset impairments and retirements	307		20,187
Amortization of deferred financing costs	97		97
Deferred tax provision (benefit)	—		(1,690)
Provision for bad debts	209		1,280
(Gain) loss on disposal of assets	(182)		60
Changes in fair value of investments	(395)		2,411
Other	—		(381)
Changes in operating assets and liabilities
Accounts receivable	(6,806)		(16,129)
Inventories	(12,463)		(1,855)
Other current assets	(675)		(814)
Other assets	267		139
Accounts payable and accrued liabilities	9,192		(14,860)
Deferred revenue	53		67
Other non-current liabilities	(178)		(3,796)
Net cash used in operating activities	(15,481)		(22,252)
Cash flows from investing activities
Purchases of property, plant and equipment	(2,346)		(9,968)
Proceeds from sale of assets	2,073		70
Investment in intellectual property	(1,608)		—
Other	(75)		(141)
Net cash used in investing activities	(1,956)		(10,039)
Cash flows from financing activities
Repayments of borrowings	(712)		—
Treasury shares withheld for taxes	(1,900)		(1,056)
Treasury share repurchase	—		(1,017)
Proceeds from the issuance of ESPP shares	447		552
Net cash used in financing activities	(2,165)		(1,521)
Effect of exchange rate changes on cash	1,350		9,327
Net decrease in cash, cash equivalents and restricted cash	(18,252)		(24,485)
Cash, cash equivalents and restricted cash at beginning of period	211,247		196,740
Cash, cash equivalents and restricted cash at end of period	$	192,995	$	172,255

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

7

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

Nature of Business

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

    The impact of the Coronavirus Disease 2019 (“COVID-19”) pandemic and related economic, business and market disruptions is evolving rapidly, and its future effects are uncertain. The actual impact of these recent developments on our business will depend on many factors, many of which are beyond management's control and knowledge. It is therefore difficult for management to assess or predict with accuracy the broad future effects of this health crisis on the global economy, the energy industry or the Company. As additional information becomes available, events or circumstances change and strategic operational decisions are made by management, further adjustments may be required which could have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows.

Pending Merger with Expro Group Holdings International Limited

On March 10, 2021, FINV 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 FINV (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Expro Group Holdings International Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Expro”), pursuant to which Expro will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of FINV (the “Merger”). If the Merger is completed, each ordinary share of Expro common stock, par value $0.01 per share (“Expro Ordinary Shares”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), will be converted into the right to receive a number of shares of Frank’s common stock equal to 7.2720 (subject to certain adjustments under the Merger Agreement, the “Exchange Ratio”). Upon consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (as defined in the Merger Agreement) (collectively, the “Transactions”), FINV expects that its current shareholders will own approximately 35% of the Company after completion of the Merger and related transactions (such entity, the “Combined Company”), and current Expro shareholders will own approximately 65% of the Combined Company. Following the Merger, the name of FINV will be changed to “Expro Group Holdings N.V.” The closing of the Transactions, which is expected to occur during the third quarter of 2021, is subject to the satisfaction or waiver of closing conditions, including, among others, the requisite approval of the shareholders of each of FINV and Expro pursuant to the terms of the Merger Agreement.

The Merger Agreement contains termination rights for each of FINV and Expro, including, among others, a termination right for each party if the consummation of the Merger does not occur on or before 5:00 p.m. Houston, Texas time on October 31, 2021 (the “End Date”), subject to certain exceptions; provided, that if as of the End Date, all of the conditions precedent to closing of the Transactions under the Merger Agreement, other than certain specified conditions, have been satisfied, the End Date will automatically be extended to January 31, 2022. Upon termination of the Merger Agreement under specified circumstances, including, generally, the termination by Expro in the event of FINV's entry into an agreement with respect to an alternative acquisition proposal, or a change of recommendation by the FINV board of supervisory directors and the board of managing directors of FINV (collectively, the “Board”) in each case, prior to the time the FINV shareholder approval is obtained, FINV would be required to pay Expro a termination fee of $37.5 million. Upon termination of the Merger Agreement under specified circumstances, including, generally, the termination by FINV in the event of Expro’s entry into an agreement with respect to an alternative acquisition proposal, or a change of recommendation by Expro’s board of directors (the “Expro Board”), in each case, prior to the time the Expro shareholder approval is obtained, Expro would be required to pay FINV a termination fee of $71.5 million.

8

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In connection with the Merger Agreement, FINV, Frank’s International C.V. (“FICV”) and Mosing Holdings, LLC (“Mosing Holdings”) entered into an Amended and Restated Tax Receivable Agreement (the “A&R TRA”). Pursuant to the A&R TRA, FINV, FICV and Mosing Holdings have agreed, among other things to settle the early termination payment obligation that would otherwise be owed to Mosing Holdings under the TRA as a result of the Merger by the payment by FINV to Mosing Holdings of (i) $15 million cash at the closing of the Transactions and (ii) certain other contingent payments in the future in the event the Combined Company realizes cash tax savings from tax attributes covered under the TRA during the ten year period following the Closing Date in excess of $18,057,000, as more fully described in the A&R TRA. The terms of the A&R TRA are conditioned upon and subject to the closing of the Transactions and the payment to Mosing Holdings of the $15 million cash payment at the closing of the Transactions. If such conditions do not occur, the A&R TRA will be terminated and will be null and void and the TRA will remain in effect in accordance with its terms.

Basis of Presentation

The condensed consolidated financial statements of FINV for the three months ended March 31, 2021 and 2020 include the activities of FINV, FICV, Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (either individually or together, as context requires, the “Company,” “we,” “us” or “our”). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.

Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The consolidated balance sheet at December 31, 2020 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America (“GAAP”) for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2020, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2021 (“Annual Report”). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year.

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

Reclassifications

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

Recent Accounting Pronouncements

    Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.

    We consider the applicability and impact of all accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.

    In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and

9

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

current information as well as reasonable and supportable forecasts. We adopted the guidance on January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. The new credit loss standard is expected to accelerate recognition of credit losses on our accounts receivable. See Note 3—Accounts Receivable, net for additional information regarding allowance for credit losses on our accounts receivable.

Note 2—Cash, Cash Equivalents and Restricted Cash

    Amounts reported in the condensed consolidated balance sheets and condensed consolidated statements of cash flows as cash, cash equivalents and restricted cash at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Cash and cash equivalents	$	191,339	$	209,575
Restricted cash	1,656		1,672
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	192,995	$	211,247

Restricted cash primarily consists of cash deposits that collateralize our credit card program. Cash paid (received) for income taxes, net, was $2.5 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively.

Note 3—Accounts Receivable, net

    Accounts receivable at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Trade accounts receivable, net of allowance for credit losses of $4,112 and $3,857, respectively	$	67,171	$	65,684
Unbilled receivables	29,923		26,215
Taxes receivable	15,392		14,292
Affiliated (1)	549		549
Other receivables	3,546		3,867
Total accounts receivable, net	$	116,581	$	110,607

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

Note 4—Inventories, net

    Inventories at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Pipe and connectors, net of allowance of $16,561 and $16,819, respectively	$	32,690	$	22,642
Finished goods, net of allowance of $84 and $84, respectively	20,999		22,715
Work in progress	1,954		1,730
Raw materials, components and supplies	39,095		34,631
Total inventories, net	$	94,738	$	81,718

10

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5—Property, Plant and Equipment

    The following is a summary of property, plant and equipment at March 31, 2021 and December 31, 2020 (in thousands):

	Estimated Useful Lives in Years	March 31, 2021		December 31, 2020
Land	—	$	31,080	$	30,869
Land improvements	8-15	7,688		7,620
Buildings and improvements	13-39	118,592		121,105
Rental machinery and equipment	2-7	906,117		897,398
Machinery and equipment - other	7	54,869		54,842
Furniture, fixtures and computers	3-5	19,756		16,928
Automobiles and other vehicles	5	25,894		25,948
Leasehold improvements	7-15, or lease term if shorter	12,754		12,773
Construction in progress - machinery and equipment	—	12,412		24,381
		1,189,162		1,191,864
Less: Accumulated depreciation		(933,761)		(919,157)
Total property, plant and equipment, net		$	255,401	$	272,707

    During the three months ended March 31, 2020, we recorded fixed asset impairment charges of $15.5 million primarily associated with construction in progress in our Cementing Equipment segment, which is included in severance and other charges, net on our condensed consolidated statements of operations. During the first quarter of 2020, the results of the Company's test for impairment of goodwill in the Cementing Equipment segment as a result of negative market indicators was a triggering event that indicated that our long-lived tangible assets in this segment were impaired. Impairment testing performed in the first quarter of 2020 resulted in the determination that certain long-lived assets were not recoverable and that the estimated fair value was below the carrying value. Please see Note 15—Severance and Other Charges, net for additional details. No impairments associated with held for use assets were recognized during the three months ended March 31, 2021.

During the first quarter of 2021, a building with a net book value of $1.9 million was sold, resulting in a gain of $0.2 million. In addition, a building with a net book value of $2.6 million met the criteria to be classified as held for sale and was reclassified from property, plant and equipment to assets held for sale on our condensed consolidated balance sheet.

    The following table presents the depreciation and amortization expense associated with each line item for the three months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended
	March 31,
	2021		2020
Services	$	14,472	$	17,263
Products	138		239
General and administrative expenses	1,497		2,216
Total	$	16,107	$	19,718

11

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6—Goodwill and Intangible Assets

Goodwill

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

    As a result of the decline in oil prices due to the ongoing COVID-19 pandemic and the Organization of Petroleum Exporting Countries (“OPEC”) and Russia price war in early 2020, we identified that it was more likely than not that the fair value of goodwill within our Cementing Equipment reporting unit was less than its carrying value. Based on the result of our goodwill impairment test as of March 31, 2020, we recorded a $57.1 million impairment charge to goodwill, which is included in goodwill impairment on the condensed consolidated statements of operations.

    We used the income approach to estimate the fair value of the Cementing Equipment reporting unit, but also considered the market approach to validate the results. The income approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using an estimated discount rate, or expected return, that a marketplace participant would have required as of the valuation date. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results and involves significant judgment in the selection of the appropriate peer group companies and valuation multiples. The inputs used in the determination of fair value are generally level 3 inputs.

    Some of the more significant assumptions inherent in the income approach include the estimated future net annual cash flows for the reporting unit and the discount rate. We selected the assumptions used in the discounted cash flow projections using historical data supplemented by current and anticipated market conditions and estimated growth rates. Our estimates are based upon assumptions believed to be reasonable. However, given the inherent uncertainty in determining the assumptions underlying a discounted cash flow analysis, actual results may differ from those used in our valuation which could result in additional impairment charges in the future. Assuming all other assumptions and inputs used in the discounted cash flow analysis were held constant, a 50 basis point increase in the discount rate assumption would have increased the goodwill impairment charge by approximately $4.3 million.

    No goodwill impairment was recorded during the three months ended March 31, 2021. At March 31, 2021, goodwill is allocated to our reportable segments as follows: Cementing Equipment - approximately $24.1 million; Tubular Running Services - approximately $18.7 million.

Intangible Assets

    Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. 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.

12

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    The following table provides information related to our intangible assets as of March 31, 2021 and December 31, 2020 (in thousands):

	March 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Total		Gross Carrying Amount		Accumulated Amortization		Total
Customer Relationships	$	28,300	$	(26,917)	$	1,383	$	28,300	$	(26,324)	$	1,976
Intellectual Property	18,136		(8,457)		9,679		13,860		(7,939)		5,921
Total intangible assets	$	46,436	$	(35,374)	$	11,062	$	42,160	$	(34,263)	$	7,897

Our intangible assets are primarily associated with our Cementing Equipment and Tubular Running Services segments. Amortization expense for intangible assets was $1.1 million and $1.7 million for the three months ended March 31, 2021 and 2020, respectively. During the first quarter of 2020, the results of the Company's test for impairment of goodwill in the Cementing Equipment segment as a result of the negative market indicators described above was a triggering event that indicated that our intangible assets in this segment were impaired. Impairment testing performed in the first quarter resulted in the determination that certain intangible assets were not recoverable and that the estimated fair value was below the carrying value. As a result, during the three months ended March 31, 2020, impairment charges of $4.7 million were recorded associated with certain customer relationships and intellectual property intangible assets in our Cementing Equipment segment, which are included in severance and other charges, net on the condensed consolidated statements of operations. No intangible asset impairment was recorded during the three months ended March 31, 2021. Please see Note 15—Severance and Other Charges, net for additional details.

Note 7—Other Assets

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

	March 31,		December 31,
	2021		2020
Cash surrender value of life insurance policies (1)	$	26,586	$	26,167
Deposits	2,023		2,182
Other	2,298		2,510
Total other assets	$	30,907	$	30,859

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

13

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8—Accounts Payable and Accrued Liabilities

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

	March 31,		December 31,
	2021		2020
Accounts payable	$	30,999	$	22,277
Accrued compensation	22,884		23,212
Accrued property and other taxes	13,294		14,420
Accrued severance and other charges	97		2,666
Income taxes	14,364		16,029
Affiliated (1)	2,238		2,513
Accrued purchase orders and other	23,209		18,869
Total accounts payable and accrued liabilities	$	107,085	$	99,986

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

Note 9—Debt

Credit Facility

Asset Based Revolving Credit Facility

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

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

14

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

annum, according to average daily unused commitments under the ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears.

The ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the ABL Credit Facility or (ii) availability under the ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness.

As of March 31, 2021, FINV had no borrowings outstanding under the ABL Credit Facility, letters of credit outstanding of $10.3 million and availability of $23.5 million.

In connection with the closing of the Merger, Frank’s expects that the Combined Company will enter into a new revolving credit facility and terminate or otherwise replace the existing Frank’s and Expro credit facilities.

Note 10—Fair Value Measurements

We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. We have consistently used the same valuation techniques for all periods presented. Please see Note 9—Fair Value Measurements in our Annual Report for further discussion.

15

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2021 and December 31, 2020, were as follows (in thousands):

	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
March 31, 2021
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	26,586	$	—	$	26,586
Marketable securities - other	2		—		—		2
Liabilities:
Deferred compensation plan	—		20,125		—		20,125
December 31, 2020
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	26,167	$	—	$	26,167
Marketable securities - other	3		—		—		3
Liabilities:
Deferred compensation plan	—		20,271		—		20,271

Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and are included in other assets on the condensed consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Our liabilities associated with our deferred compensation plan are included in other non-current liabilities on the condensed consolidated balance sheets. 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. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the condensed consolidated balance sheets.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

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

    We perform our goodwill impairment assessment for each reporting unit by comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. We estimate the fair value for each reporting unit using a discounted cash flow analysis based on management’s short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures and the timing of expected future cash flows based on market conditions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded.

16

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    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.

    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 charges 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.

Other Fair Value Considerations

    The carrying values on our condensed consolidated balance sheets of our cash and cash equivalents, restricted cash, short-term investments, trade accounts receivable, other current assets, accounts payable and accrued liabilities and lines of credit approximate fair values due to their short maturities.

Note 11—Related Party Transactions

    We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. Rent expense associated with our related party leases was $0.7 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, $3.1 million of our operating lease right-of-use assets and $4.5 million of our lease liabilities were associated with related party leases.

Tax Receivable Agreement and Amended & Restated Tax Receivable Agreement

    Mosing Holdings converted all of its shares of our Series A convertible preferred stock into shares of our common stock on August 26, 2016, in connection with its delivery to FINV of all of its interests in FICV (the “Conversion”). As a result of an election under Section 754 of the Internal Revenue Code made by FICV, the Conversion resulted in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV transferred to FINV by Mosing Holdings. These adjustments are solely allocable to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent the Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

    The tax receivable agreement (the “TRA”) that we entered into with FICV and Mosing Holdings in connection with our initial public offering (“IPO”) generally provides for the payment by FINV 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 we actually realize (or are deemed to realize in certain circumstances) in periods after our IPO as a result of (i) tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by FINV as a result of, and additional tax basis arising from, payments under the TRA. We will retain the benefit of the remaining 15% of these cash savings, if any. Payments FINV makes under the TRA will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in FINV.

    The estimation of the amount and timing of payments under the TRA is by its nature imprecise. For purposes of the TRA, cash savings in tax generally are calculated by comparing FINV’s actual tax liability to the amount FINV would have been required to pay had it not been able to utilize any of the tax benefits subject to the TRA. The

17

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

amounts payable, as well as the timing of any payments, under the TRA are dependent upon significant future events and assumptions, including the amount and timing of the taxable income FINV generates in the future. As of March 31, 2021, FINV has had a cumulative loss over the prior 36-month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings.

    The payment obligations under the TRA are FINV’s obligations and are not obligations of FICV. The term of the TRA commenced upon the completion of the IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless FINV elects to exercise its right to terminate the TRA (or the TRA is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control), and FINV makes the termination payment specified by the TRA, or FINV otherwise settles its obligations under the TRA. If FINV elects to terminate the TRA early, which it may do in its sole discretion (or if it terminates early as a result of our breach), it would be required to make a substantial, immediate lump-sum payment equal to the present value of the hypothetical future payments that could be required to be paid under the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits), determined by applying a discount rate equal to the long-term Treasury rate in effect on the applicable date plus 300 basis points. Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on March 31, 2021, the estimated termination payment would be approximately $70.0 million (calculated using a discount rate of 4.15%). The foregoing number is merely an estimate and the actual payment could differ materially.

    Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of our operating subsidiaries to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreement. The ability of certain of our operating subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason (except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control) such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock.

In connection with the Merger Agreement, FINV, FICV and Mosing Holdings entered into the A&R TRA, pursuant to which FINV, FICV and Mosing Holdings have agreed, among other things, to settle the early termination payment obligation that would otherwise be owed to Mosing Holdings under the TRA as a result of the Merger by the payment by FINV to Mosing Holdings of (i) $15 million cash at the closing of the Transactions and (ii) certain other contingent payments in the future in the event the Combined Company realizes cash tax savings from tax attributes covered under the TRA during the ten year period following the Closing Date (as defined in the Merger Agreement) in excess of $18,057,000, as more fully described in the A&R TRA. The terms of the A&R TRA are conditioned upon and subject to the closing of the Transactions and the payment to Mosing Holdings of the $15 million cash payment at the closing of the Transactions. If such conditions do not occur, the A&R TRA will be terminated and will be null and void, and the TRA will remain in effect in accordance with its terms. Please see Note 1—Basis of Presentation in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional details regarding the Merger, the Merger Agreement and the Transactions.

Note 12—Loss Per Common Share

    Basic loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by dividing net loss by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the

18

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units and employee stock purchase plan (“ESPP”) shares.

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

	Three Months Ended
	March 31,
	2021		2020
Numerator
Net loss	$	(23,886)	$	(85,978)
Denominator
Basic and diluted weighted average common shares (1)	227,019		225,505
Loss per common share:
Basic and diluted	$	(0.11)	$	(0.38)

(1) Approximate number of unvested restricted stock units and stock to be issued pursuant to the ESPP that have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when results from operations are at a net loss position. 2,252  2,015 

Note 13—Income Taxes

    For interim financial reporting, we estimate the annual tax rate based on projected pre-tax income (loss) for the full year and record a quarterly income tax provision (benefit) in accordance with accounting guidance for income taxes. As the year progresses, we refine the estimate of the year’s pre-tax income (loss) as new information becomes available. The continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, we adjust the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the most current expected annual tax rate.

    Our effective tax rate was (4.7)% and 15.3% for the three months ended March 31, 2021 and 2020, respectively. The quarterly variance in effective tax rates is primarily due to the beneficial impact in the prior year period from the five-year net operating loss carryback provision included in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as well as a change in the geographical mix of income. We are subject to tax in many U.S. and non-U.S. jurisdictions. In many non-U.S. jurisdictions we are taxed on bases such as deemed profits or withholding taxes based on revenue. Consequently, the level of correlation between our pre-tax income and our income tax provision varies from period to period.

    We are under audit by certain non-U.S. jurisdictions for the years 2008 - 2019. We do not expect the results of these audits to have any material effect on our financial statements.

    As of March 31, 2021, there were no significant changes to our uncertain tax positions as reported in our audited financial statements for the year ended December 31, 2020.

Note 14—Commitments and Contingencies

    We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of March 31, 2021 and December 31, 2020. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

    We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), our policies and other

19

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Note 15—Severance and Other Charges, net

    We recognize severance and other charges for costs associated with workforce reductions, facility closures, exiting or reducing our footprint in certain countries, asset impairments and the retirement of excess machinery and equipment based on economic utility. As a result of the downturn in the industry and its impact on our business outlook, we continue to take actions to adjust our operations and cost structure to reflect current and expected activity levels. Depending on future market conditions, further actions may be necessary to adjust our operations, which may result in additional charges.

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

	Three Months Ended March 31,
	2021		2020
Severance and other costs	$	265	$	538
Mergers and acquisition expense	6,804		—
Fixed asset impairments and retirements	171		15,479
Inventory write-offs	136		—
Intangible asset impairments	—		4,708
	$	7,376	$	20,725

Severance and other costs: We incurred costs due to a continued effort to adjust our cost base, including reducing our workforce to meet the depressed demand in the industry.

Mergers and acquisition expense: During the three months ended March 31, 2021, we incurred $6.8 million of costs, primarily related to legal and consulting services, associated with the pending merger with Expro.

Fixed asset impairments and retirements: During the three months ended March 31, 2020, we recognized $15.5 million primarily associated with construction in progress in our Cementing Equipment segment. During the three months ended March 31, 2021, we recognized a $0.2 million impairment associated our with construction in progress in our Tubular Running Services segment. Please see Note 5—Property, Plant and Equipment for additional details.

Inventory write-offs: During the three months ended March 31, 2021, certain inventories in our Tubular Running Services segment were determined to have costs that exceeded their net realizable values, resulting in a charge of $0.1 million.

Intangible asset impairments: During the three months ended March 31, 2020, we identified certain intangible assets where the carrying value exceeded the fair value in the Cementing Equipment segment, resulting in an

20

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

impairment charge of $4.7 million. No impairment was recorded during the three months ended March 31, 2021. Please see Note 6—Goodwill and Intangible Assets for additional details.

Note 16—Segment Information

Reporting Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. We are comprised of three reportable segments: Tubular Running Services (“TRS”) segment, Tubulars segment and Cementing Equipment (“CE”) segment.

The TRS segment provides tubular running services globally. Internationally, the TRS segment operates in the majority of the offshore oil and gas markets and also in several onshore regions with operations in approximately 40 countries on six continents. In the U.S., the TRS segment provides services in the active onshore oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, and in the U.S. Gulf of Mexico. Our customers are primarily large exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies.

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

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

Revenue

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

21

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	Three Months Ended March 31, 2021
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	18,367	$	7,993	$	9,345	$	35,705
International	47,918		3,676		7,512		59,106
Total Revenue	$	66,285	$	11,669	$	16,857	$	94,811
	Three Months Ended March 31, 2020
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	30,169	$	9,797	$	13,531	$	53,497
International	59,328		2,745		7,922		69,995
Total Revenue	$	89,497	$	12,542	$	21,453	$	123,492

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

	Three Months Ended
	March 31,
	2021		2020
United States	$	35,705	$	53,497
Europe/Middle East/Africa	28,254		35,434
Latin America	21,934		20,925
Asia Pacific	7,653		9,569
Other countries	1,265		4,067
Total Revenue	$	94,811	$	123,492

Adjusted EBITDA

    We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, net severance and other charges, other non-cash adjustments and other charges. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP.

    Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance.

22

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	Three Months Ended
	March 31,
	2021		2020
Segment Adjusted EBITDA:
Tubular Running Services	$	8,128	$	13,305
Tubulars	639		1,396
Cementing Equipment	4,795		2,544
Corporate (1)	(6,909)		(10,186)
	6,653		7,059
Goodwill impairment	—		(57,146)
Severance and other charges, net	(7,376)		(20,725)
Interest income (expense), net	(287)		533
Depreciation and amortization	(16,107)		(19,718)
Income tax (expense) benefit	(1,070)		15,563
Gain (loss) on disposal of assets	182		(60)
Foreign currency loss	(2,868)		(9,892)
Charges and credits (2)	(3,013)		(1,592)
Net loss	$	(23,886)	$	(85,978)

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

(2)    Comprised of Equity-based compensation expense (for the three months ended March 31, 2021 and 2020: $2,872 and $2,146, respectively), Unrealized and realized gains (losses) (for the three months ended March 31, 2021 and 2020: $(99) and $1,704, respectively) and Investigation-related matters (for the three months ended March 31, 2021 and 2020: $42 and $1,150, respectively).

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

	Tubular Running Services		Tubulars		Cementing Equipment		Corporate		Total
Three Months Ended March 31, 2021
Revenue from external customers	$	66,285	$	11,669	$	16,857	$	—	$	94,811
Operating income (loss)	(5,452)		(875)		1,993		(15,452)		(19,786)
Adjusted EBITDA	8,128		639		4,795		(6,909)		*
Three Months Ended March 31, 2020
Revenue from external customers	$	89,497	$	12,542	$	21,453	$	—	$	123,492
Operating income (loss)	(1,315)		651		(77,498)		(16,046)		(94,208)
Adjusted EBITDA	13,305		1,396		2,544		(10,186)		*

* Non-GAAP financial measure not disclosed.

23

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    This Quarterly Report on Form 10-Q (this “Form 10-Q”) 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;

•The merger with Expro Group Holdings International Limited (“Expro”), (the “Merger”);

•our cash flows and liquidity;

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

•the amount, nature and timing of capital expenditures;

•the availability and terms of capital;

•competition and government regulations; and

•general economic conditions.

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

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

•uncertainty regarding the extent and duration of the remaining restrictions in the United States and globally on various commercial and economic activities due to the COVID-19 virus, including uncertainty regarding the re-imposition of restrictions due to resurgences in infection rates; such restrictions are designed to protect public health but also have the effect of significantly reducing demand for oil and gas, which may correspondingly decrease demand for our products and services;

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

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

•unique risks associated with our offshore operations;

•political, economic and regulatory uncertainties in our international operations;

•our ability to develop new technologies and products;

•our ability to protect our intellectual property rights;

•our ability to employ and retain skilled and qualified workers;

•the level of competition in our industry;

•operational safety laws and regulations;

•international trade laws and sanctions;

•weather conditions and natural disasters;

•global or national health concerns, including health epidemics, including COVID-19;

•policy or regulatory changes domestically in the United States;

24

•risks and conditions that apply to Expro, which may be different from risks that apply to us;

•unforeseen consequences of the Merger;

•failure to complete the Merger or changes in the expected timing of the completion of the Merger;

•completion of the Merger following unforeseen changes in circumstance;

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

•litigation risk associated with the Merger.

    These and other important factors that could affect our operating results and performance are described in (1) “Risk Factors” in Part II, Item 1A of this Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Form 10-Q, and elsewhere within this Form 10-Q, (2) our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021 (our “Annual Report”), (3) our other reports and filings we make with the SEC from time to time and (4) 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-Q 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-Q are expressly qualified in their entirety by the cautionary statements in this section.

25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

    The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

    This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in any forward-looking statement because of various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this Form 10-Q.

Overview of Business

    We are a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry and have been in business for over 80 years. We provide our services and products to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells.

We conduct our business through three operating segments:

•Tubular Running Services. The Tubular Running Services (“TRS”) segment provides tubular running services globally. Internationally, the TRS segment operates in the majority of the offshore oil and gas markets and also in several onshore regions with operations in approximately 40 countries on six continents. In the U.S., the TRS segment provides services in the active onshore oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, as well as in the U.S. Gulf of Mexico. Our customers in these markets are primarily large exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies.

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

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

26

Merger Agreement with Expro

On March 10, 2021, FINV and Merger Sub, a direct wholly owned subsidiary of FINV, entered into the Merger Agreement with Expro, pursuant to which Expro will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of FINV. If the Merger is completed, each of the Expro Ordinary Shares, issued and outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of shares of Frank’s common stock equal to the Exchange Ratio. Upon consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (as defined in the Merger Agreement), FINV expects that its current shareholders will own approximately 35% of the Combined Company after the completion of the Merger and related transactions, and current Expro shareholders will own approximately 65% of the Combined Company. Following the Merger, the name of FINV will be changed to “Expro Group Holdings N.V.” The closing of the Transactions, which is expected to occur during the third quarter of 2021, is subject to the satisfaction or waiver of closing conditions, including, among others, the requisite approval of the shareholders of each of FINV and Expro pursuant to the terms of the Merger Agreement.

In connection with the Merger Agreement, FINV, FICV and Mosing Holdings have entered into an Amended and Restated Tax Receivable Agreement (the “A&R TRA”), that amends and restates the TRA. See Note 1—Basis of Presentation in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information regarding the Merger Agreement and the A&R TRA.

Outlook

As we look toward recovery from the COVID-19 pandemic and balancing of OPEC-driven oversupply, we believe there may be a slow but steady drawdown of supply stockpiles over the next 18 months, driven by increasing demand as lockdown measures loosen with vaccine rollouts.

In the short term, uncertainty around further lockdowns may temper continued activity improvement. However, current indicators are supportive of improved market conditions for the remainder of 2021 as compared to the same period in 2020. We expect that crude oil demand and associated customer activity will continue to ramp up in the mid to long term toward pre-pandemic levels. However, we remain vigilant to the uncertainty that OPEC-controlled supply and U.S. activity levels can have on the market.

While the Gulf of Mexico is expected to remain relatively flat through 2022, operators will continue to look to Frank’s digital and automated technologies to drive operational efficiencies with reduced personnel. Our recent successes in bolstering our market share in the Gulf of Mexico with digital and automated technology that removes personnel from the rig site sets a blueprint for duplicating this success in international offshore markets.

We anticipate our U.S. land business will continue to improve through at least 2022, supported by recent commercialization of performance drilling technologies and digital solutions that increase operation efficiency. In international markets, we expect offshore markets to see continued moderate growth in line with market trends.

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 EBITDA margin and safety performance.

Revenue

    We analyze our revenue growth by comparing actual monthly revenue to our internal projections for each month to assess our performance. We also assess incremental changes in our monthly revenue across our operating segments to identify potential areas for improvement.

27

Adjusted EBITDA and Adjusted EBITDA Margin

    We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gains or losses, the effects of the tax receivable agreement (“TRA”), other non-cash adjustments and other charges or credits. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of our revenue. We review Adjusted EBITDA and Adjusted EBITDA margin on both a consolidated basis and on a segment basis. We use Adjusted EBITDA and Adjusted EBITDA margin to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”).

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

	Three Months Ended
	March 31,
	2021			2020
Net loss	$	(23,886)		$	(85,978)
Goodwill impairment	—			57,146
Severance and other charges, net	7,376			20,725
Interest (income) expense, net	287			(533)
Depreciation and amortization	16,107			19,718
Income tax expense (benefit)	1,070			(15,563)
(Gain) loss on disposal of assets	(182)			60
Foreign currency loss	2,868			9,892
Charges and credits (1)	3,013			1,592
Adjusted EBITDA	$	6,653		$	7,059
Adjusted EBITDA margin	7.0		%	5.7		%

(1)    Comprised of Equity-based compensation expense (for the three months ended March 31, 2021 and 2020: $2,872 and $2,146, respectively), Unrealized and realized (gains) losses (for the three months ended March 31, 2021 and 2020: $99 and $(1,704), respectively), and Investigation-related matters (for the three months ended March 31, 2021 and 2020: $42 and $1,150, respectively).

    For a reconciliation of our Adjusted EBITDA on a segment basis to the most comparable measure calculated in accordance with GAAP, see “Operating Segment Results.”

Safety and Quality Performance

    Safety is one of our primary core values. Maintaining a strong safety record is a critical component of our operational success. Many of our customers have safety standards we must satisfy before we can perform services. As a result, we continually monitor our safety performance through the evaluation of safety observations, job and customer surveys, and safety data. The primary measure for our safety performance is the tracking of the Total Recordable Incident Rate which is reviewed on both a monthly and rolling twelve-month basis.

28

Consolidated Results of Operations

The following table presents our consolidated results for the periods presented (in thousands):

		Three Months Ended
		March 31,
		2021		2020
	(Unaudited)
Revenue:
Services		$	81,523	$	105,083
Products		13,288		18,409
Total revenue		94,811		123,492
Operating expenses:
Cost of revenue, exclusive of depreciation and amortization
Services		63,935		79,380
Products		10,914		13,988
General and administrative expenses		16,447		26,683
Depreciation and amortization		16,107		19,718
Goodwill impairment		—		57,146
Severance and other charges, net		7,376		20,725
(Gain) loss on disposal of assets		(182)		60
Operating loss		(19,786)		(94,208)
Other income (expense):
Other income, net		125		2,026
Interest income (expense), net		(287)		533
Foreign currency loss		(2,868)		(9,892)
Total other expense		(3,030)		(7,333)
Loss before income taxes		(22,816)		(101,541)
Income tax expense (benefit)		1,070		(15,563)
Net loss		$	(23,886)	$	(85,978)

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Revenue. Revenue from external customers, excluding intersegment sales, for the three months ended March 31, 2021 decreased by $28.7 million, or 23.2%, to $94.8 million from $123.5 million for the three months ended March 31, 2020. Revenue decreased across all segments due to the COVID-19 pandemic and the sharp decline in oil prices. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.”

Cost of revenue, exclusive of depreciation and amortization. Cost of revenue for the three months ended March 31, 2021 decreased by $18.6 million, or 19.9%, to $74.8 million from $93.4 million for the three months ended March 31, 2020. The decrease was driven by lower activity levels and mix of work in the TRS, Tubulars and CE segments.

General and administrative expenses. General and administrative expenses for the three months ended March 31, 2021 decreased by $10.3 million, or 38.6%, to $16.4 million from $26.7 million for the three months ended March 31, 2020 due to the restructuring and cost cutting measures we implemented during 2020.

29

Depreciation and amortization. Depreciation and amortization for the three months ended March 31, 2021 decreased by $3.6 million, or 18.3%, to $16.1 million from $19.7 million for the three months ended March 31, 2020, as a result of a lower depreciable base and less intangible asset amortization.

Goodwill impairment. There was no goodwill impairment charge during the three months ended March 31, 2021. We recognized a goodwill impairment of $57.1 million during the three months ended March 31, 2020. See Note 6—Goodwill and Intangible Assets in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Severance and other charges, net. Severance and other charges, net for the three months ended March 31, 2021 decreased by $13.3 million to $7.4 million from $20.7 million for the three months ended March 31, 2020. Severance and other charges, net for the three months ended March 31, 2020 was unfavorably impacted by fixed asset impairment charges of $15.5 million and intangible asset impairments of $4.7 million, primarily driven by COVID-19-related activity disruptions and customer spending cuts in response to falling oil prices. Severance and other charges, net for the three months ended March 31, 2021 includes $6.8 million of mergers and acquisition costs associated with the pending merger with Expro. See Note 15—Severance and Other Charges, net in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Foreign currency loss. Foreign currency loss for the three months ended March 31, 2021 decreased by $7.0 million, to $2.9 million compared to $9.9 million for the three months ended March 31, 2020. The change in foreign currency results year-over-year was primarily driven by reduced strengthening of the U.S. dollar in the current period as compared to the prior year period.

Income tax expense (benefit). Income tax expense for the three months ended March 31, 2021 changed by $16.7 million to an expense of $1.1 million from a benefit of $15.6 million for the three months ended March 31, 2020. The variance in effective tax rates compared to the same period last year is due to the beneficial impact in the prior year period from the 5-year net operating loss carryback provision included in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) as well as a change in the geographical mix of income.

Operating Segment Results

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

	Three Months Ended
	March 31,
	2021		2020
Revenue:
Tubular Running Services	$	66,285	$	89,497
Tubulars	11,669		12,542
Cementing Equipment	16,857		21,453
Total	$	94,811	$	123,492
Segment Adjusted EBITDA (1):
Tubular Running Services	$	8,128	$	13,305
Tubulars	639		1,396
Cementing Equipment	4,795		2,544
Corporate (2)	(6,909)		(10,186)
	$	6,653	$	7,059

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

30

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

Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

Tubular Running Services

Revenue for the TRS segment was $66.3 million for the three months ended March 31, 2021, a decrease of $23.2 million, or 25.9%, compared to $89.5 million for the same period in 2020. The decrease was driven by customer spending cuts in most offshore markets and the U.S. land market.

Adjusted EBITDA for the TRS segment was $8.1 million for the three months ended March 31, 2021, a decrease of $5.2 million, or 39.1%, compared to $13.3 million for the same period in 2020. Segment results were negatively impacted by activity declines across most offshore markets and the U.S. land market.

Tubulars

Revenue for the Tubulars segment was $11.7 million for the three months ended March 31, 2021, a decrease of $0.8 million, or 6.4%, compared to $12.5 million for the same period in 2020, primarily as a result of lower drilling tools activity and lower tubular sales during the current period.

Adjusted EBITDA for the Tubulars segment was $0.6 million for the three months ended March 31, 2021, a decrease of $0.8 million, or 57.1%, compared to $1.4 million for the same period in 2020. A decrease in high margin drilling tools activity and lower tubular sales impacted the current period.

Cementing Equipment

Revenue for the CE segment was $16.9 million for the three months ended March 31, 2021, a decrease of $4.6 million, or 21.4%, compared to $21.5 million for the same period in 2020, driven by lower drilling activity and product sales in the U.S.

Adjusted EBITDA for the CE segment was $4.8 million for the three months ended March 31, 2021, an increase of $2.3 million, or 92.0%, compared to $2.5 million for the same period in 2020, primarily due to cost cutting measures that more than offset lower revenue.

Corporate

Adjusted EBITDA for Corporate was a loss of $6.9 million for the three months ended March 31, 2021, an improvement of $3.3 million, or 32.4%, compared to a loss of $10.2 million for the same period in 2020, primarily due to lower costs as a result of restructuring and cost cutting measures.

Liquidity and Capital Resources

Liquidity

    At March 31, 2021, we had cash and cash equivalents and and short-term investments of $193.6 million and no debt. Our primary sources of liquidity to date have been cash flows from operations. Our primary uses of capital have been for organic growth capital expenditures. We continually monitor potential capital sources, including equity and debt financing, in order to meet our investment and target liquidity requirements. The COVID-19 pandemic has significantly reduced economic activity levels across the globe, which has resulted in lower demand for oil and natural gas, as well as for our services and products. The reduced demand for our services and products has had, and may continue to have, a material adverse impact on our business, results of operations and financial condition. In consideration of these risks, we are undertaking additional measures to protect liquidity. These

31

measures include increased focus on collection of receivables, enhanced customer credit review, special measures to reduce risks of high-cost inventory items, and enhanced cash reporting requirements.

Our Board has authorized a program to repurchase our common stock from time to time. Approximately $38,502,322 remained authorized for repurchases as of March 31, 2021; subject to the limitation set in our shareholder authorization for repurchases of our common stock, which is currently 10% of the common stock outstanding as of April 30, 2020. From the inception of this program in February 2020 to date, we repurchased 570,044 shares of our common stock for a total cost of approximately $1.5 million. This program was suspended during the second quarter of 2020 due to the impacts of COVID-19 and commodity price declines and will be revisited when market conditions stabilize sufficiently to provide greater clarity to anticipated business results. We expect that following the Merger, the board of directors of the Combined Company will reevaluate this program.

    Our total capital expenditures are estimated to be approximately $25.0 million in 2021, of which we expect approximately 90% will be used for the purchase and manufacture of equipment and 10% for other property, plant and equipment. The actual amount of capital expenditures for the manufacture of equipment may fluctuate based on market conditions and timing of deliveries. During the three months ended March 31, 2021 and 2020, cash expenditures related to property, plant and equipment were $2.3 million and $10.0 million, respectively, all of which were funded from internally generated funds. We believe our cash on hand should be sufficient to fund our capital expenditure and liquidity requirements for the remainder of 2021. We expect that following the Merger, the board of directors of the Combined Company will reevaluate our capital expenditures plan.

Credit Facility

Asset Based Revolving Credit Facility

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

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

32

annum, according to average daily unused commitments under the ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears.

The ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the ABL Credit Facility or (ii) availability under the ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness.

As of March 31, 2021, FINV had no borrowings outstanding under the ABL Credit Facility, letters of credit outstanding of $10.3 million and availability of $23.5 million. At this time, due to our expected ability to fund our capital expenditure and liquidity requirements from cash on hand, we do not anticipate a need to borrow under the ABL Credit Facility during the remainder of 2021. Further, we do not believe that an FCCR Trigger Event will occur in the remainder of 2021.

In connection with the closing of the Merger, Frank’s expects that the Combined Company will enter into a new revolving credit facility and terminate or otherwise replace the existing Frank’s and Expro credit facilities.

Tax Receivable Agreement and Amended & Restated Tax Receivable Agreement

We entered into the TRA with FICV and Mosing Holdings in connection with our IPO. The TRA generally provides for the payment by FINV to Mosing Holdings of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that FINV actually realizes (or is deemed to realize in certain circumstances) in periods after our IPO as a result of (i) tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by FINV as a result of, and additional tax basis arising from, payments under the TRA. We will retain the benefit of the remaining 15% of these cash savings, if any. Payments FINV makes under the TRA will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in FINV. As of April 29, 2021, based on the best information available to us, the Mosing family collectively owns approximately 47% of our common shares.

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

33

If FINV elects to terminate the TRA early, which it may do in its sole discretion (or if it terminates early as a result of our breach), it would be required to make a substantial, immediate lump-sum payment equal to the present value of the hypothetical future payments that could be required to be paid under the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits), determined by applying a discount rate equal to the long-term Treasury rate in effect on the applicable date plus 300 basis points. Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control.

In certain circumstances, FINV may be required to make payments under the TRA that it has entered into with Mosing Holdings. In most circumstances, these payments will be associated with the actual cash savings that FINV recognizes from tax benefits resulting from the Conversion, which would reduce the actual tax benefit to FINV. If FINV was to elect to exercise its sole right to terminate the TRA early or enter into certain change of control transactions, FINV may incur payment obligations prior to the time it actually incurs any tax benefit. In those circumstances, FINV would need to pay the amounts out of cash on hand, finance the payments or refrain from incurring the obligation (including by not entering into a change of control transaction). Though we do not have any present intention of incurring an advance payment under the TRA (other than as described below with respect to the

A&R TRA), based on our current liquidity and our expected ability to access debt and equity financing, we believe FINV would be able to make such a payment if necessary. Any such payment could reduce our cash on hand and our borrowing availability, however, which would also reduce the amount of cash available to operate our business, to fund capital expenditures and to be paid as dividends to our stockholders, among other things.

In connection with the Merger Agreement, FINV, FICV and Mosing Holdings have entered into the A&R TRA. Pursuant to the A&R TRA, FINV, FICV and Mosing Holdings have agreed, among other things to settle the early termination payment obligation that would otherwise be owed to Mosing Holdings under the TRA as a result of the Merger by the payment by FINV to Mosing Holdings of (i) $15 million cash at the closing of the Transactions and (ii) certain other contingent payments in the future in the event the Combined Company realizes cash tax savings from tax attributes covered under the TRA during the ten year period following the Closing Date in excess of $18,057,000, as more fully described in the A&R TRA. The terms of the A&R TRA are conditioned upon and subject to the closing of the Transactions and the payment to Mosing Holdings of the $15 million cash payment at the closing of the Transactions. If such conditions do not occur, the A&R TRA will be terminated and will be null and void, and the TRA will remain in effect in accordance with its terms. Please see Note 11—Related Party Transactions in the Notes to Unaudited Condensed Consolidated Financial Statements.

Cash Flows from Operating, Investing and Financing Activities

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

	Three Months Ended
	March 31,
	2021		2020
Operating activities	$	(15,481)	$	(22,252)
Investing activities	(1,956)		(10,039)
Financing activities	(2,165)		(1,521)
	(19,602)		(33,812)
Effect of exchange rate changes on cash	1,350		9,327
Net decrease in cash, cash equivalents and restricted cash	$	(18,252)	$	(24,485)

Statements of cash flows for entities with international operations that use the local currency as the functional currency exclude the effects of the changes in foreign currency exchange rates that occur during any given year, as these are noncash changes. As a result, changes reflected in certain accounts on the condensed consolidated

34

statements of cash flows may not reflect the changes in corresponding accounts on the condensed consolidated balance sheets.

Operating Activities

Cash flow used in operating activities was $15.5 million for the three months ended March 31, 2021 compared to $22.3 million for the same period in 2020. The change in cash flow from operating activities of $6.8 million was primarily a result of favorable changes in accounts receivable of $9.3 million and accounts payable and accrued liabilities of $24.1 million, partially offset by unfavorable changes in inventories of $10.6 million.

Investing Activities

Cash flow used in investing activities was $2.0 million for the three months ended March 31, 2021 compared to $10.0 million in the same period in 2020, a year-over-year decrease of $8.0 million, primarily due to a $7.6 million decrease in the purchases of property, plant, equipment.

Financing Activities

Cash flow used in financing activities was $2.2 million for the three months ended March 31, 2021 compared to $1.5 million in the same period in 2020. The increase in cash flow used in financing activities of $0.7 million was due to increased treasury shares withheld for employee taxes of $0.8 million and increased repayment of borrowings of $0.7 million, partially offset by repurchases under our publicly announced share repurchase program of $1.0 million during the three months ended March 31, 2020 that did not reoccur during 2021.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements with the exception of purchase obligations.

Critical Accounting Policies

There were no changes to our significant accounting policies from those disclosed in our Annual Report.

Impact of Recent Accounting Pronouncements

Refer to Note 1—Basis of Presentation in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of accounting standards we recently adopted or will be required to adopt.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report. Our exposure to market risk has not changed materially since December 31, 2020.

35

Item 4. Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures.

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

(b)    Change in Internal Control Over Financial Reporting.

Except as described below, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has determined that there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting during the period covered by this quarterly report.

During the first quarter of 2021, the Company implemented a new enterprise resource planning (“ERP”) system. In connection with this ERP system, we have updated our internal controls over financial reporting to accommodate modifications to our business processes and accounting procedures. As with all new information systems, this ERP system and the related internal controls over financial reporting will require testing for effectiveness. We do not believe that the transition to this ERP system will have an adverse effect on our internal control over financial reporting.

36

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

    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 March 31, 2021 and December 31, 2020. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows. Please see Note 14—Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements.

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

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

Item 1A.     Risk Factors

    In addition to the other information set forth in this report, you should carefully consider the risks discussed below and under the heading “Risk Factors” in our Annual Report, which risks could materially affect our business, financial condition or future results. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

Risk Factors Relating to the Merger

The Exchange Ratio will not be adjusted in the event of any change in the stock price of Frank’s.

At the Effective Time, each Expro Ordinary Share outstanding immediately prior to the Effective Time, other than shares owned by Expro, Frank’s, Merger Sub or any subsidiary of Frank’s (but including, for the avoidance of doubt, any such shares held by any wholly-owned subsidiary of Expro), will be converted into the right to receive a number of shares of our common stock equal to the Exchange Ratio. The Exchange Ratio will not be adjusted for changes in the market price of our common stock between the date of signing the Merger Agreement and completion of the Merger. Changes in the price of our common stock prior to the Merger will affect the value of our common stock that Expro shareholders will receive on the date of the Merger. Stock price changes may result from a variety of factors (many of which are out of our control), including the following:

•changes in the respective businesses, operations and prospects of Frank’s and Expro;

•changes in market assessments of the business, operations and prospects of Frank’s and Expro;

•investor behavior and strategies, including market assessments of the likelihood that the Merger will be completed;

•interest rates, general market and economic conditions and other factors generally affecting the price of our common stock; and

37

•legislation, governmental regulation and legal developments in the businesses in which Frank’s and Expro operate.

The price of our common stock on the Closing Date may vary from its price on the date the Merger Agreement was executed, on the date of the proxy statement/prospectus and on the date of the 2021 annual general meeting of our shareholders (the “Annual Meeting”). As a result, the value represented by the Exchange Ratio will also vary, and you will not know or be able to calculate at the time of the Annual Meeting the market value of the merger consideration Expro shareholders will receive upon completion of the Merger.

In addition, the Merger might not be completed until a significant period of time has passed after the Annual Meeting. Because the Exchange Ratio will not be adjusted to reflect any changes in the market value of our common stock, the market value of the our common stock issued in connection with the Merger may be higher or lower than the value of those shares on earlier dates. Stock price changes may result from, among other things, changes in the business, operations or prospects of Frank’s and Expro prior to or following the Merger, litigation or regulatory considerations, general business, market, industry or economic conditions and other factors both within and beyond the control of Frank’s. Neither Frank’s nor Expro is permitted to terminate the Merger Agreement solely because of changes in the market price or value of either company’s equity securities.

Current Frank’s shareholders will have a reduced ownership and voting interest in the Combined Company after the Merger, and such reduced ownership could have negative Dutch tax consequences.

Frank’s will issue approximately 426,146,247 shares of our common stock to Expro shareholders in the Merger. As a result of these issuances, Expro shareholders are expected to hold up to approximately 65% of the Combined Company’s outstanding common stock immediately following completion of the Merger.

Frank’s shareholders currently have the right to vote for its directors and on other matters affecting Frank’s. Each Frank’s shareholder will remain a shareholder of Frank’s with a percentage ownership of the Combined Company that will be smaller than the shareholder’s percentage of Frank’s prior to the Merger. As a result of these reduced ownership percentages, Frank’s shareholders will have less voting power in the Combined Company than they now have with respect to Frank’s.

As a result of the Merger, the interest held by current Frank’s shareholders in the Combined Company could fall below certain thresholds relevant for Dutch tax purposes, such as the threshold relevant in respect of the Dutch substantial interest rules, which could give rise to Dutch taxes on income and capital gains. In addition, the Merger will impact the average paid-in capital of Frank’s common stock held by current Frank’s shareholders as recognized for purposes of Dutch dividend withholding tax, which may have tax consequences in relation to future liquidation proceeds of redemption of Frank’s common stock or proceeds of repurchases of Frank’s common stock derived by current Frank’s shareholders. For further information, see the “Material Dutch Tax Consequences” section of the Registration Statement on Form S-4 filed with the SEC on April 26, 2021. Each Frank’s shareholder should seek tax advice from his own tax advisors about the potential tax consequences to it of holding and disposing of shares of our common stock (some of which could be material) following the merger.

The Merger is subject to conditions, including certain conditions that may not be satisfied, or completed on a timely basis, if at all.

The Merger is subject to a number of conditions beyond the control of Frank’s and Expro that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these conditions will be satisfied. Any delay in completing the Merger could cause the Combined Company not to realize some or all of the benefits that we expect to achieve if the Merger is successfully completed within its expected time frame.

Failure to complete the Merger could negatively impact the future business and financial results of Frank’s.

38

Neither Frank’s nor Expro can make any assurances that it will be able to satisfy all of the conditions to the Merger or succeed in any litigation brought in connection with the Merger. If the Merger is not completed, the financial results of Frank’s may be adversely affected and Frank’s will be subject to several risks, including but not limited to:

•Frank’s being required to pay Expro a termination fee of $37.5 million or Expro being required to pay Frank’s a termination fee of $71.5 million, in each case under certain circumstances provided in the Merger Agreement;

•payment of costs relating to the Merger, such as legal, accounting, financial advisor and printing fees, regardless of whether the Merger is completed;

•the focus of our management team on the Merger instead of the pursuit of other opportunities that could have been beneficial to Frank’s; and

•the potential occurrence of litigation related to any failure to complete the Merger.

In addition, if the Merger is not completed, Frank’s may experience negative reactions from the financial markets and from its customers and employees. If the Merger is not completed, Frank’s cannot assure its shareholders that these risks will not materialize and will not materially and adversely affect the business, financial results of Frank’s or the stock price of our common stock.

The Merger Agreement contains provisions that limit each party’s ability to pursue alternatives to the Merger, could discourage a potential competing acquiror of either Frank’s or Expro from making a favorable alternative transaction proposal and, in specified circumstances, could require either party to pay a termination fee to the other party.

The Merger Agreement contains “non-solicitation” provisions that, subject to limited exceptions, restrict Frank’s or Expro’s ability to, among other things, directly or indirectly initiate, solicit, knowingly encourage or knowingly facilitate or take any action designed to lead to the inquiry, making, or submission of a proposal competing with the transactions contemplated by the Merger Agreement. In addition, while each of the Frank’s Board and the Expro Board has the ability, in certain circumstances, to change its recommendation of the transaction to its shareholders, neither party can terminate the Merger Agreement to accept an alternative proposal, and the other party generally has an opportunity to modify the terms of the Merger and Merger Agreement in response to any alternative proposals that may be made before such board of directors may withdraw or modify its recommendation. Moreover, in certain circumstances, Frank’s or Expro may be required to pay up to $5.5 million of the other party’s expenses, respectively, or a termination fee of $37.5 million or $71.5 million, respectively.

These provisions could discourage a potential third party that might have an interest in acquiring all or a significant portion of Frank’s or Expro from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the Merger. In addition, these provisions might result in a potential third party acquirer proposing to pay a lower price to the shareholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.

If the Merger Agreement is terminated and either Frank’s or Expro determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.

Members of Frank’s management and the Frank’s Board have interests in the Transactions that are different from, or in addition to, those of other Frank’s shareholders.

In considering whether to approve the Transactions, holders of our common stock should recognize that members of Frank’s management and the Frank’s Board have interests in the Transactions that differ from, or are in addition to, their interests as shareholders of Frank’s.

39

Frank’s and Expro may be unable to obtain the regulatory clearances and approvals required to complete the Merger or, in order to do so, Frank’s and Expro may be required to comply with material restrictions or conditions.

Consummation of the Merger is subject to obtaining approval under certain antitrust and foreign investment laws. Regulatory entities may impose certain requirements or obligations as conditions for their approval or in connection with their review. The Merger Agreement may require Frank’s or Expro to accept conditions from these regulators that could adversely impact the Combined Company without either of them having the right to refuse to close the Merger on the basis of those regulatory conditions. Neither Frank’s nor Expro can provide any assurance that they will obtain the necessary clearances or approvals, or that any required conditions will not have a material adverse effect on the Combined Company following the Merger or result in the abandonment of the Merger.

Additionally, even after completion of the Merger, governmental authorities could seek to challenge the Merger. Frank’s or Expro may not prevail and may incur significant costs in defending or settling any action under the antitrust laws.

The pendency of the Merger could adversely affect the business and operations of Frank’s.

In connection with the pending Merger, some customers or vendors of Frank’s may delay or defer decisions, which could negatively affect the revenues, earnings, cash flows and expenses of Frank’s, regardless of whether the Merger is completed. Similarly, current and prospective employees of Frank’s may experience uncertainty about their future roles with the Combined Company following the Merger, which may materially adversely affect the ability of Frank’s to attract, retain and motivate key personnel during the pendency of the Merger and which may materially adversely divert attention from the daily activities of Frank’s existing employees.

In addition, due to operating covenants in the Merger Agreement, Frank’s may be unable, during the pendency of the Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in the ordinary course of business, even if such actions would prove beneficial to Frank’s. Further, the process of seeking to accomplish the Merger could also divert the focus of management of Frank’s from pursuing other opportunities that could be beneficial to it, without realizing any of the benefits which might have resulted had the Merger been completed.

The COVID-19 outbreak may adversely affect Frank’s and Expro’s ability to timely consummate the Merger.

COVID-19 and the various precautionary measures attempting to limit its spread taken by many governmental authorities worldwide has had a severe effect on global markets and the global economy. The extent to which the COVID-19 pandemic impacts Frank’s and Expro’s respective business operations will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to new information which may emerge concerning the severity of COVID-19 and the nature and extent of governmental actions taken to contain it or treat its impact, the availability of effective treatments and vaccines, the ultimate duration of the pandemic, and how quickly and to what extent normal economic and operating conditions can resume. COVID-19 and official actions in response to it have made it more challenging for Frank’s, Expro and relevant third parties to adequately staff their respective businesses and operations, and may cause delay in the companies’ ability to obtain the relevant approvals for the consummation of the Merger.

The Merger may be completed even though material adverse changes subsequent to the announcement of the Merger, such as industry-wide changes or other events, may occur.

In general, either party can refuse to complete the Merger if there is a material adverse change affecting the other party. However, some types of changes do not permit either party to refuse to complete the Merger, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of Frank’s or Expro’s financial condition or results of operations due to a decrease in commodity prices or general economic conditions would not give the other party the right to refuse to complete the Merger. If adverse changes occur that

40

affect either party but the parties are still required to complete the Merger, Frank’s share price, business and financial results after the Merger may suffer.

The opinion obtained by Frank’s Board from Moelis does not and will not reflect changes in circumstances after the date of such opinion.

On March 10, 2021, Moelis & Company LLC (“Moelis”), Frank’s financial advisor in connection with the Merger, delivered an opinion to Frank’s Board as to the fairness, as of the date of the opinion and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the opinion, of the Exchange Ratio in the Merger to Frank’s. Changes in the operations and prospects of Frank’s or Expro, general market and economic conditions and other factors that may be beyond the control of Frank’s or Expro, and on which the opinion of Moelis was based, may alter the value of Frank’s or Expro or the price of our common stock by the time the Merger is completed. Frank’s has not obtained, and does not expect to request, an updated opinion from Moelis. Moelis’s opinion does not speak to the time when the Merger will be completed or to any date other than the date of such opinion. As a result, the opinion does not and will not address the fairness, from a financial point of view, of the Exchange Ratio at the time the Merger is completed or at any time other than March 10, 2021.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

    Following is a summary of our repurchases of our common stock during the three months ended March 31, 2021.

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)
January 1 - January 31	—	$	—	—	$	38,502,322
February 1 - February 28	—	$	—	—	$	38,502,322
March 1 - March 31	—	$	—	—	$	38,502,322
Total	—	$	—	—

(1)This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions. The Company administers cashless settlements and does not repurchase stock in connection with cashless settlements.

(2)Our Board has authorized a program to repurchase our common stock from time to time. Approximately $38,502,322 remained authorized for repurchases as of March 31, 2021; subject to the limitation set in our shareholder authorization for repurchases of our common stock, which is currently 10% of the common stock outstanding as of April 30, 2020. From the inception of this program in February 2020 to date, we repurchased 570,044 shares of our common stock for a total cost of approximately $1.5 million. This program was suspended during the second quarter of 2020.

Item 6. Exhibits

    The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.

41

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 10, 2021).
3.1	Deed of Amendment to Articles of Association of Frank’s International N.V., dated May 19, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 25, 2017).
4.1	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 10, 2021).
4.2	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 10, 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 10, 2021).
10.2	Form of Director Nomination Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on March 10, 2021).
10.3	Amended and Restated Tax Receivable Agreement, dated as of March 10, 2021, by and among Frank’s International N.V., Frank’s International C.V. and Mosing Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on March 10, 2021).
†10.4	Amended and Restated Employment Offer Letter for Michael C. Kearney, effective as of March 10, 2021.
†10.5	First Amendment to the Frank’s International N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan.
†10.6	Amendment to Frank’s International N.V. Employee Restricted Stock Unit (RSU) Agreement (2013 Long-Term Incentive Plan).
*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 Frank’s International N.V.’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Loss; (iv) Condensed Consolidated Statements of Stockholders’ Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Unaudited Condensed 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.

42

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.

			FRANK’S INTERNATIONAL N.V.
Date:	May 4, 2021	By:	/s/ Melissa Cougle
			Melissa Cougle
			Senior Vice President and Chief Financial Officer
			(Principal Financial Officer)

43

EX-10.4

EXHIBIT 10.4

March 5, 2021

Mr. Michael C. Kearney

Dear Mike,

This Letter Agreement (this “Agreement”) is made and entered into as of March 3, 2021 by and between Frank’s International N.V, a limited liability company organized under the laws of the Netherlands (the “Company”), Franks’ International, LLC, a Texas limited liability company (the “Employer”), and you. Reference is made to that certain Employment Offer Letter dated as of September 25, 2017 between the parties hereto (the “Offer Letter”). This Agreement constitutes an amendment to the Offer Letter with respect to the following terms.

The paragraphs entitled “Treatment upon Termination of Employment” and “Treatment upon Total Cessation of Service Relationship” included in the Offer Letter shall be deleted, and the following shall be substituted therefor:

Cessation of Service as Chief Executive Officer. In the event of an involuntary or mutually agreed termination of employment as Chief Executive Officer (i.e., you are terminated without “cause” or resign for “good reason,” as such terms are defined below), any unvested portion of your LTIP grants (including your Director LTIP Awards, your Initial LTIP Award, your First Annual LTIP Award, and your regular annual LTIP grants) shall become 100% vested upon such termination of employment as Chief Executive Officer, with vesting of performance-based awards based on actual performance through the date of your termination, provided you satisfy certain restrictive covenants during the remainder of the original vesting period under the award agreements; provided further, that in the event that such termination of employment occurs within the 24-month period following a Change in Control (as defined below), vesting under any performance-based awards shall be based on the greater of (i) actual performance through the date of your termination of employment, or (ii) a 100% target payout.

As modified by this Agreement, the Offer Letter will continue to be valid and enforceable in accordance with its terms. This Agreement, together with the Offer Letter, shall be construed and interpreted in accordance with the laws of the State of Texas (without regard to the conflicts of laws principles thereof) and applicable federal law. Further, this Agreement may be executed in multiple counterparts and may be amended only by a written instrument executed by you, the Company, and the Employer.

Please review this Agreement carefully and, if you agree with all the terms and conditions as specified above, please sign and date the Agreement in the space below. By signing below, you agree that this Agreement accurately reflets our mutual agreements with respect to the foregoing matters.

[Remainder of Page Intentionally Blank; Signature Page Follows]

FRANK’S INTERNATIONAL N.V.:

By:     /s/ Robert W. Drummond     Name: Robert W. Drummond

Title:    Supervisory Director and Chairman of the Compensation Committee

Frank’s International N.V.

FRANK’S INTERNATIONAL, LLC (as Employer):

By:     /s/ Natalie E. Questell    

Name: Natalie E. Questell    

Title:     VP HR     

MICHAEL C. KEARNEY

/s/ Michael C. Kearney    

Date: March 10, 2021    

EX-10.5

EXHIBIT 10.5

FIRST AMENDMENT TO THE

FRANK’S INTERNATIONAL N.V.
AMENDED AND RESTATED U.S. EXECUTIVE CHANGE-IN-CONTROL

SEVERANCE PLAN

WHEREAS,Frank’s International N.V. (the “Company”) has previously adopted the Frank’s International N.V. Executive Change in Control Severance Plan, initially effective as of May 20, 2015, which was amended and restated as the Frank’s International N.V. Amended and Restated U.S. Executive Change-in-Control Severance Plan, effective as of January 21, 2019 (the “CIC Plan”); and

WHEREAS,the Company’s Supervisory Board of Directors (the “Board”)has determined that it would be in the best interests of the Company to amend the CIC Plan to revise the treatment of performance-based equity awards upon a Covered Employee’s Involuntary Termination on or within 24 months following a Change in Control (each such capitalized term as defined in the CIC Plan); and

WHEREAS, the Board has the authority to amend the CIC Plan from time to time, subject to certain limitations included in the CIC Plan;

NOW, THEREFORE,the CIC Plan is hereby amended as follows, effective as of March 10, 2021 (this “Amendment”):

1.    Section 3(a)(iv) of the CIC Plan shall be deleted and the following shall be substituted therefor:

“(iv)    Accelerated vesting of any outstanding equity-based awards previously granted to the Covered Employee pursuant to the Company’s long-term incentive plan, with vesting of any such outstanding awards whose vesting is otherwise contingent upon performance metrics being based on the greater of (1) actual performance as of the date of the Involuntary Termination and (2) target performance at the 100% target payout level.”

2.    The Board and each Covered Executive consenting to this Amendment hereby agree to waive the twelve-month restriction referenced in Section 7(e)(i) of the CIC Plan.

    As amended hereby, the CIC Plan is specifically ratified and reaffirmed.

EXECUTED this 10th day of March, 2021, effective for all purposes as provided above.

FRANK’S INTERNATIONAL N.V.

By:
Name:
Title:

ACKNOWLEDGED AND CONSENTED TO

BY THE COVERED EXECUTIVE:

By:
Name:
Title:

EX-10.6

EXHIBIT 10.6

AMENDMENT TO

FRANK’S INTERNATIONAL N.V.

EMPLOYEE RESTRICTED STOCK UNIT (RSU) AGREEMENT

(2013 LONG-TERM INCENTIVE PLAN)

THIS AMENDMENT (this “Amendment”), is dated as of March 9, 2021 (the “Effective Date”) and amends those certain performance-based Restricted Stock Unit Agreements granted pursuant to the Frank’s International N.V. 2013 Long-Term Incentive Plan (the “Plan”), which were executed between [EMPLOYEE] (“Participant”) and FRANK’S INTERNATIONAL N.V. (the “Company”), and which are outstanding as of the Effective Date (the “Agreements). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreements or in the Plan.

RECITALS

WHEREAS, the Company has previously granted to the Participant certain performance-based Restricted Stock Units pursuant to the Agreements;

WHEREAS, pursuant to Section 10(c) of the Plan, the conditions and rights under the Agreements may generally be amended by the Committee, subject to certain limitations, and in some circumstances, with the consent of the affected participant of the Plan; and

WHEREAS, the Company desires to amend the Agreements as set forth herein, effective as of the Effective Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Section 3(c)(3) of the Agreements shall be amended and restated in its entirety as follows:

“(3)    Change in Control. If a Change in Control occurs and Employee is a participant in the Executive Severance Plan (as such plan may be amended from time to time), then the terms of Section 3 of such plan are hereby incorporated by reference into this Agreement. If a Change in Control occurs and Employee is not a participant in the Executive Severance Plan, then upon such Employee’s Involuntary Termination that occurs on or within twenty-four (24) months following a Change in Control and subject to the Employee’s entry into a release of all claims against the Company in a form acceptable to the Company, the Forfeiture Restrictions shall lapse with respect to the greater of (i) the number of Restricted Stock Units determined based on the Company’s attainment of the Performance Criteria described on Exhibit A, as measured through the date of such Employee’s Involuntary Termination, or (ii) the number of Restricted Stock Units determined based on a 100% of Target Level Payout Percentage.”

-1-

2.    The first sentence of Section 3(c)(4) of the Agreements shall be amended and restated as follows:

“(4)    Involuntary Termination. If Employee’s employment with the Company is terminated due to an Involuntary Termination occurring other than as provided in clause (3) of this Section 3(c), then, unless otherwise determined by the Compensation Committee in its sole discretion, which shall be treated as an exercise of negative discretion for purposes of Code Section 162(m), the Company shall enter into a Special Vesting Agreement with Employee pursuant to which the Forfeiture Restrictions shall not lapse upon such termination of employment and that this Award shall continue to remain outstanding and Employee will be treated, solely for purposes of satisfying the requirements for a lapse of Forfeiture Restrictions under Section 3(b), as continuing in the employment of the Company throughout the period during which he/she continuously satisfies the obligations set forth in Exhibit B attached hereto and incorporated herein by reference as part of this Agreement.

3.    This Amendment shall only serve to amend and modify the Agreements to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Agreements which are not specifically modified, amended and/or waived herein shall remain in full force and effect and shall not be altered by any provisions herein contained. All prior agreements, promises, negotiations and representations, either oral or written, relating to the subject matter of this Amendment not expressly set forth in this Amendment are of no force or effect.

4.This Amendment shall not be amended, modified or supplemented except by a written instrument signed by a duly authorized officer of the Company. The failure of a party to insist on strict adherence to any term of this Amendment on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Amendment. No waiver of any provision of this Amendment shall be construed as a waiver of any other provision of this Amendment. Any waiver must be in writing.

5.This Amendment shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Participant, and the successors and assigns of the Company.

6.This Amendment may be executed and delivered (including by facsimile, “pdf” or other electronic transmission) in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Company and the Participant have executed this Amendment as of the Effective Date.

-2-

FRANK’S INTERNATIONAL N.V.

By:

Name:    

Title:    

Date:     

PARTICIPANT

By:

Name:    

Title:    

Date:     

-3-

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 C. Kearney, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Frank’s International 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: May 4, 2021

/s/ Michael C. Kearney

Michael C. Kearney

Chairman, 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, Melissa Cougle, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Frank’s International 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: May 4, 2021

/s/ Melissa Cougle    

Melissa Cougle

Senior Vice President and 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 Quarterly Report of Frank’s International N.V. (the “Company”) on Form 10-Q for the period ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael C. Kearney, Chairman, 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.

May 4, 2021	/s/ Michael C. Kearney
	Michael C. Kearney
	Chairman, 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 Quarterly Report of Frank’s International N.V. (the “Company”) on Form 10-Q for the period ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Melissa Cougle, Senior Vice President and 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.

May 4, 2021	/s/ Melissa Cougle
	Melissa Cougle
	Senior Vice President and Chief Financial Officer

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2021	Apr. 29, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
Document Transition Report	false
Entity File Number	001-36053
Entity Registrant Name	FRANK'S INTERNATIONAL N.V.
Entity Incorporation, State or Country Code	P7
Entity Tax Identification Number	98-1107145
Entity Address, Address Line One	Mastenmakersweg 1
Entity Address, Postal Zip Code	1786 PB
Entity Address, City or Town	Den Helder
Entity Address, Country	NL
City Area Code	22
Local Phone Number	367 0000
Title of 12(b) Security	Common Stock, €0.01 par value
Trading Symbol	FI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		227,712,419
Entity Central Index Key	0001575828
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 191,339	$ 209,575
Restricted cash	1,656	1,672
Short-term investments	2,252	2,252
Accounts receivables, net	116,581	110,607
Inventories, net	94,738	81,718
Assets held for sale	3,681	2,939
Other current assets	8,416	7,744
Total current assets	418,663	416,507
Property, plant and equipment, net	255,401	272,707
Goodwill	42,785	42,785
Intangible assets, net	11,062	7,897
Deferred tax assets, net	16,482	18,030
Operating lease right-of-use assets	27,972	28,116
Other assets	30,907	30,859
Total assets	803,272	816,901
Current liabilities:
Accounts payable and accrued liabilities	107,085	99,986
Current portion of operating lease liabilities	8,066	7,832
Deferred revenue	640	586
Other current liabilities	960	1,674
Total current liabilities	116,751	110,078
Deferred tax liabilities	0	1,548
Non-current operating lease liabilities	20,766	21,208
Other non-current liabilities	25,257	22,818
Total liabilities	162,774	155,652
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 230,761,910 and 228,806,301 shares issued and 227,712,419 and 226,324,559 shares outstanding	2,890	2,866
Additional paid-in capital	1,091,028	1,087,733
Accumulated deficit	(401,232)	(377,346)
Accumulated other comprehensive loss	(30,250)	(31,966)
Treasury stock (at cost), 3,049,491 and 2,481,742 shares	(21,938)	(20,038)
Total stockholders’ equity	640,498	661,249
Total liabilities and equity	$ 803,272	$ 816,901

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - € / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value per share (in EUR per share)	€ 0.01	€ 0.01
Common stock, authorized (in shares)	798,096,000	798,096,000
Common stock, issued (in shares)	230,761,910	228,806,301
Common stock, outstanding (in shares)	227,712,419	226,324,559
Treasury stock, at cost (in shares)	3,049,491	2,481,742

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue:
Revenue	$ 94,811,000	$ 123,492,000
Cost of revenue, exclusive of depreciation and amortization
General and administrative expenses	16,447,000	26,683,000
Depreciation and amortization	16,107,000	19,718,000
Goodwill impairment	0	57,146,000
Severance and other charges, net	7,376,000	20,725,000
(Gain) loss on disposal of assets	(182,000)	60,000
Operating loss	(19,786,000)	(94,208,000)
Other income (expense):
Other income, net	125,000	2,026,000
Interest income (expense), net	(287,000)	533,000
Foreign currency loss	(2,868,000)	(9,892,000)
Total other expense	(3,030,000)	(7,333,000)
Loss before income taxes	(22,816,000)	(101,541,000)
Income tax expense (benefit)	1,070,000	(15,563,000)
Net loss	$ (23,886,000)	$ (85,978,000)
Loss per common share:
Basic and diluted (in USD per share)	$ (0.11)	$ (0.38)
Weighted average common shares outstanding:
Basic and diluted (in shares)	227,019	225,505
Services
Revenue:
Revenue	$ 81,523,000	$ 105,083,000
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue	63,935,000	79,380,000
Products
Revenue:
Revenue	13,288,000	18,409,000
Cost of revenue, exclusive of depreciation and amortization
Cost of revenue	$ 10,914,000	$ 13,988,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (23,886)	$ (85,978)
Other comprehensive income:
Foreign currency translation adjustments	1,716	424
Total other comprehensive income	1,716	424
Comprehensive loss	$ (22,170)	$ (85,554)

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Balance at beginning of period (in shares) at Dec. 31, 2019			225,511
Balance at beginning of period at Dec. 31, 2019	$ 810,294	$ (321)	$ 2,846	$ 1,075,809	$ (220,805)	$ (321)	$ (30,298)	$ (17,258)
Increase (Decrease) in Stockholders' Equity
Net loss	(85,978)				(85,978)
Foreign currency translation adjustments	424						424
Equity-based compensation expense	2,146			2,146
Common shares issued upon vesting of share-based awards (in shares)			937
Common shares issued upon vesting of share-based awards	0		$ 10	(10)
Common shares issued for employee stock purchase plan (in shares)			126
Common shares issued for employee stock purchase plan	552		$ 1	551
Treasury shares withheld (in shares)			(293)
Treasury shares withheld	(1,056)							(1,056)
Share repurchase program (in shares)			(373)
Share repurchase program	(1,017)							(1,017)
Balance at end of period (in shares) at Mar. 31, 2020			225,908
Balance at end of period at Mar. 31, 2020	725,044		$ 2,857	1,078,496	(307,104)		(29,874)	(19,331)
Balance at beginning of period (in shares) at Dec. 31, 2020			226,325
Balance at beginning of period at Dec. 31, 2020	661,249		$ 2,866	1,087,733	(377,346)		(31,966)	(20,038)
Increase (Decrease) in Stockholders' Equity
Net loss	(23,886)				(23,886)
Foreign currency translation adjustments	1,716						1,716
Equity-based compensation expense	2,872			2,872
Common shares issued upon vesting of share-based awards (in shares)			1,717
Common shares issued upon vesting of share-based awards	0		$ 21	(21)
Common shares issued for employee stock purchase plan (in shares)			238
Common shares issued for employee stock purchase plan	447		$ 3	444
Treasury shares withheld (in shares)			(568)
Treasury shares withheld	(1,900)							(1,900)
Balance at end of period (in shares) at Mar. 31, 2021			227,712
Balance at end of period at Mar. 31, 2021	$ 640,498		$ 2,890	$ 1,091,028	$ (401,232)		$ (30,250)	$ (21,938)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net loss	$ (23,886,000)	$ (85,978,000)
Adjustments to reconcile net loss to cash from operating activities
Depreciation and amortization	16,107,000	19,718,000
Equity-based compensation expense	2,872,000	2,146,000
Goodwill impairment	0	57,146,000
Loss on asset impairments and retirements	307,000	20,187,000
Amortization of deferred financing costs	97,000	97,000
Deferred tax provision (benefit)	0	(1,690,000)
Provision for bad debts	209,000	1,280,000
(Gain) loss on disposal of assets	(182,000)	60,000
Changes in fair value of investments	(395,000)	2,411,000
Other	0	(381,000)
Changes in operating assets and liabilities
Accounts receivable	(6,806,000)	(16,129,000)
Inventories	(12,463,000)	(1,855,000)
Other current assets	(675,000)	(814,000)
Other assets	267,000	139,000
Accounts payable and accrued liabilities	9,192,000	(14,860,000)
Deferred revenue	53,000	67,000
Other non-current liabilities	(178,000)	(3,796,000)
Net cash used in operating activities	(15,481,000)	(22,252,000)
Cash flows from investing activities
Purchases of property, plant and equipment	(2,346,000)	(9,968,000)
Proceeds from sale of assets	2,073,000	70,000
Investment in intellectual property	(1,608,000)	0
Other	(75,000)	(141,000)
Net cash used in investing activities	(1,956,000)	(10,039,000)
Cash flows from financing activities
Repayments of borrowings	(712,000)	0
Treasury shares withheld for taxes	(1,900,000)	(1,056,000)
Treasury share repurchase	0	(1,017,000)
Proceeds from the issuance of ESPP shares	447,000	552,000
Net cash used in financing activities	(2,165,000)	(1,521,000)
Effect of exchange rate changes on cash	1,350,000	9,327,000
Net decrease in cash, cash equivalents and restricted cash	(18,252,000)	(24,485,000)
Cash, cash equivalents and restricted cash at beginning of period	211,247,000	196,740,000
Cash, cash equivalents and restricted cash at end of period	$ 192,995,000	$ 172,255,000

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Nature of Business

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

    The impact of the Coronavirus Disease 2019 (“COVID-19”) pandemic and related economic, business and market disruptions is evolving rapidly, and its future effects are uncertain. The actual impact of these recent developments on our business will depend on many factors, many of which are beyond management's control and knowledge. It is therefore difficult for management to assess or predict with accuracy the broad future effects of this health crisis on the global economy, the energy industry or the Company. As additional information becomes available, events or circumstances change and strategic operational decisions are made by management, further adjustments may be required which could have a material adverse impact on the Company's consolidated financial position, results of operations and cash flows.

Pending Merger with Expro Group Holdings International Limited

On March 10, 2021, FINV 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 FINV (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Expro Group Holdings International Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Expro”), pursuant to which Expro will merge with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly owned subsidiary of FINV (the “Merger”). If the Merger is completed, each ordinary share of Expro common stock, par value $0.01 per share (“Expro Ordinary Shares”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), will be converted into the right to receive a number of shares of Frank’s common stock equal to 7.2720 (subject to certain adjustments under the Merger Agreement, the “Exchange Ratio”). Upon consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (as defined in the Merger Agreement) (collectively, the “Transactions”), FINV expects that its current shareholders will own approximately 35% of the Company after completion of the Merger and related transactions (such entity, the “Combined Company”), and current Expro shareholders will own approximately 65% of the Combined Company. Following the Merger, the name of FINV will be changed to “Expro Group Holdings N.V.” The closing of the Transactions, which is expected to occur during the third quarter of 2021, is subject to the satisfaction or waiver of closing conditions, including, among others, the requisite approval of the shareholders of each of FINV and Expro pursuant to the terms of the Merger Agreement.

The Merger Agreement contains termination rights for each of FINV and Expro, including, among others, a termination right for each party if the consummation of the Merger does not occur on or before 5:00 p.m. Houston, Texas time on October 31, 2021 (the “End Date”), subject to certain exceptions; provided, that if as of the End Date, all of the conditions precedent to closing of the Transactions under the Merger Agreement, other than certain specified conditions, have been satisfied, the End Date will automatically be extended to January 31, 2022. Upon termination of the Merger Agreement under specified circumstances, including, generally, the termination by Expro in the event of FINV's entry into an agreement with respect to an alternative acquisition proposal, or a change of recommendation by the FINV board of supervisory directors and the board of managing directors of FINV (collectively, the “Board”) in each case, prior to the time the FINV shareholder approval is obtained, FINV would be required to pay Expro a termination fee of $37.5 million. Upon termination of the Merger Agreement under specified circumstances, including, generally, the termination by FINV in the event of Expro’s entry into an agreement with respect to an alternative acquisition proposal, or a change of recommendation by Expro’s board of directors (the “Expro Board”), in each case, prior to the time the Expro shareholder approval is obtained, Expro would be required to pay FINV a termination fee of $71.5 million.

In connection with the Merger Agreement, FINV, Frank’s International C.V. (“FICV”) and Mosing Holdings, LLC (“Mosing Holdings”) entered into an Amended and Restated Tax Receivable Agreement (the “A&R TRA”). Pursuant to the A&R TRA, FINV, FICV and Mosing Holdings have agreed, among other things to settle the early termination payment obligation that would otherwise be owed to Mosing Holdings under the TRA as a result of the Merger by the payment by FINV to Mosing Holdings of (i) $15 million cash at the closing of the Transactions and (ii) certain other contingent payments in the future in the event the Combined Company realizes cash tax savings from tax attributes covered under the TRA during the ten year period following the Closing Date in excess of $18,057,000, as more fully described in the A&R TRA. The terms of the A&R TRA are conditioned upon and subject to the closing of the Transactions and the payment to Mosing Holdings of the $15 million cash payment at the closing of the Transactions. If such conditions do not occur, the A&R TRA will be terminated and will be null and void and the TRA will remain in effect in accordance with its terms.

Basis of Presentation

The condensed consolidated financial statements of FINV for the three months ended March 31, 2021 and 2020 include the activities of FINV, FICV, Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (either individually or together, as context requires, the “Company,” “we,” “us” or “our”). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.

Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The consolidated balance sheet at December 31, 2020 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America (“GAAP”) for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2020, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2021 (“Annual Report”). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year.

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

Reclassifications

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

Recent Accounting Pronouncements

    Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.

    We consider the applicability and impact of all accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.

    In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and

current information as well as reasonable and supportable forecasts. We adopted the guidance on January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. The new credit loss standard is expected to accelerate recognition of credit losses on our accounts receivable. See Note 3—Accounts Receivable, net for additional information regarding allowance for credit losses on our accounts receivable.

XML

Cash, Cash Equivalents and Restricted Cash

3 Months Ended

Mar. 31, 2021

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

    Amounts reported in the condensed consolidated balance sheets and condensed consolidated statements of cash flows as cash, cash equivalents and restricted cash at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Cash and cash equivalents	$	191,339	$	209,575
Restricted cash	1,656		1,672
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	192,995	$	211,247

Restricted cash primarily consists of cash deposits that collateralize our credit card program. Cash paid (received) for income taxes, net, was $2.5 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively.

XML

Accounts Receivable, net

3 Months Ended

Mar. 31, 2021

Receivables [Abstract]

Accounts Receivable, net

Accounts Receivable, net

    Accounts receivable at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Trade accounts receivable, net of allowance for credit losses of $4,112 and $3,857, respectively	$	67,171	$	65,684
Unbilled receivables	29,923		26,215
Taxes receivable	15,392		14,292
Affiliated (1)	549		549
Other receivables	3,546		3,867
Total accounts receivable, net	$	116,581	$	110,607

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

XML

Inventories, net

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Inventories, net

Inventories, net

    Inventories at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Pipe and connectors, net of allowance of $16,561 and $16,819, respectively	$	32,690	$	22,642
Finished goods, net of allowance of $84 and $84, respectively	20,999		22,715
Work in progress	1,954		1,730
Raw materials, components and supplies	39,095		34,631
Total inventories, net	$	94,738	$	81,718

XML

Property, Plant and Equipment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

    The following is a summary of property, plant and equipment at March 31, 2021 and December 31, 2020 (in thousands):

	Estimated Useful Lives in Years	March 31, 2021		December 31, 2020
Land	—	$	31,080	$	30,869
Land improvements	8-15	7,688		7,620
Buildings and improvements	13-39	118,592		121,105
Rental machinery and equipment	2-7	906,117		897,398
Machinery and equipment - other	7	54,869		54,842
Furniture, fixtures and computers	3-5	19,756		16,928
Automobiles and other vehicles	5	25,894		25,948
Leasehold improvements	7-15, or lease term if shorter	12,754		12,773
Construction in progress - machinery and equipment	—	12,412		24,381
		1,189,162		1,191,864
Less: Accumulated depreciation		(933,761)		(919,157)
Total property, plant and equipment, net		$	255,401	$	272,707

    During the three months ended March 31, 2020, we recorded fixed asset impairment charges of $15.5 million primarily associated with construction in progress in our Cementing Equipment segment, which is included in severance and other charges, net on our condensed consolidated statements of operations. During the first quarter of 2020, the results of the Company's test for impairment of goodwill in the Cementing Equipment segment as a result of negative market indicators was a triggering event that indicated that our long-lived tangible assets in this segment were impaired. Impairment testing performed in the first quarter of 2020 resulted in the determination that certain long-lived assets were not recoverable and that the estimated fair value was below the carrying value. Please see Note 15—Severance and Other Charges, net for additional details. No impairments associated with held for use assets were recognized during the three months ended March 31, 2021.

During the first quarter of 2021, a building with a net book value of $1.9 million was sold, resulting in a gain of $0.2 million. In addition, a building with a net book value of $2.6 million met the criteria to be classified as held for sale and was reclassified from property, plant and equipment to assets held for sale on our condensed consolidated balance sheet.

    The following table presents the depreciation and amortization expense associated with each line item for the three months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended
	March 31,
	2021		2020
Services	$	14,472	$	17,263
Products	138		239
General and administrative expenses	1,497		2,216
Total	$	16,107	$	19,718

XML

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

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

    As a result of the decline in oil prices due to the ongoing COVID-19 pandemic and the Organization of Petroleum Exporting Countries (“OPEC”) and Russia price war in early 2020, we identified that it was more likely than not that the fair value of goodwill within our Cementing Equipment reporting unit was less than its carrying value. Based on the result of our goodwill impairment test as of March 31, 2020, we recorded a $57.1 million impairment charge to goodwill, which is included in goodwill impairment on the condensed consolidated statements of operations.

    We used the income approach to estimate the fair value of the Cementing Equipment reporting unit, but also considered the market approach to validate the results. The income approach estimates the fair value by discounting the reporting unit’s estimated future cash flows using an estimated discount rate, or expected return, that a marketplace participant would have required as of the valuation date. The market approach includes the use of comparative multiples to corroborate the discounted cash flow results and involves significant judgment in the selection of the appropriate peer group companies and valuation multiples. The inputs used in the determination of fair value are generally level 3 inputs.

    Some of the more significant assumptions inherent in the income approach include the estimated future net annual cash flows for the reporting unit and the discount rate. We selected the assumptions used in the discounted cash flow projections using historical data supplemented by current and anticipated market conditions and estimated growth rates. Our estimates are based upon assumptions believed to be reasonable. However, given the inherent uncertainty in determining the assumptions underlying a discounted cash flow analysis, actual results may differ from those used in our valuation which could result in additional impairment charges in the future. Assuming all other assumptions and inputs used in the discounted cash flow analysis were held constant, a 50 basis point increase in the discount rate assumption would have increased the goodwill impairment charge by approximately $4.3 million.

    No goodwill impairment was recorded during the three months ended March 31, 2021. At March 31, 2021, goodwill is allocated to our reportable segments as follows: Cementing Equipment - approximately $24.1 million; Tubular Running Services - approximately $18.7 million.

Intangible Assets

    Identifiable intangible assets are amortized using the straight-line method over the estimated useful lives of the assets. We evaluate impairment of our intangible assets on an asset group basis whenever circumstances indicate that the carrying value may not be recoverable. Intangible assets deemed to be impaired are written down to their fair value using a discounted cash flow model and, if available, comparable market values.

    The following table provides information related to our intangible assets as of March 31, 2021 and December 31, 2020 (in thousands):

	March 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Total		Gross Carrying Amount		Accumulated Amortization		Total
Customer Relationships	$	28,300	$	(26,917)	$	1,383	$	28,300	$	(26,324)	$	1,976
Intellectual Property	18,136		(8,457)		9,679		13,860		(7,939)		5,921
Total intangible assets	$	46,436	$	(35,374)	$	11,062	$	42,160	$	(34,263)	$	7,897

Our intangible assets are primarily associated with our Cementing Equipment and Tubular Running Services segments. Amortization expense for intangible assets was $1.1 million and $1.7 million for the three months ended March 31, 2021 and 2020, respectively. During the first quarter of 2020, the results of the Company's test for impairment of goodwill in the Cementing Equipment segment as a result of the negative market indicators described above was a triggering event that indicated that our intangible assets in this segment were impaired. Impairment testing performed in the first quarter resulted in the determination that certain intangible assets were not recoverable and that the estimated fair value was below the carrying value. As a result, during the three months ended March 31, 2020, impairment charges of $4.7 million were recorded associated with certain customer relationships and intellectual property intangible assets in our Cementing Equipment segment, which are included in severance and other charges, net on the condensed consolidated statements of operations. No intangible asset impairment was recorded during the three months ended March 31, 2021. Please see Note 15—Severance and Other Charges, net for additional details.

XML

Other Assets

3 Months Ended

Mar. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

Other Assets

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

	March 31,		December 31,
	2021		2020
Cash surrender value of life insurance policies (1)	$	26,586	$	26,167
Deposits	2,023		2,182
Other	2,298		2,510
Total other assets	$	30,907	$	30,859

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

XML

Accounts Payable and Accrued Liabilities

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

Accounts Payable and Accrued Liabilities

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

	March 31,		December 31,
	2021		2020
Accounts payable	$	30,999	$	22,277
Accrued compensation	22,884		23,212
Accrued property and other taxes	13,294		14,420
Accrued severance and other charges	97		2,666
Income taxes	14,364		16,029
Affiliated (1)	2,238		2,513
Accrued purchase orders and other	23,209		18,869
Total accounts payable and accrued liabilities	$	107,085	$	99,986

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

XML

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

Debt

Credit Facility

Asset Based Revolving Credit Facility

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

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

annum, according to average daily unused commitments under the ABL Credit Facility. Interest on Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears.

The ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the ABL Credit Facility or (ii) availability under the ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains cross default provisions that apply to FINV’s other indebtedness.

As of March 31, 2021, FINV had no borrowings outstanding under the ABL Credit Facility, letters of credit outstanding of $10.3 million and availability of $23.5 million.

In connection with the closing of the Merger, Frank’s expects that the Combined Company will enter into a new revolving credit facility and terminate or otherwise replace the existing Frank’s and Expro credit facilities.

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value MeasurementsWe follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. We have consistently used the same valuation techniques for all periods presented. Please see Note 9—Fair Value Measurements in our Annual Report for further discussion.

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2021 and December 31, 2020, were as follows (in thousands):

	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
March 31, 2021
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	26,586	$	—	$	26,586
Marketable securities - other	2		—		—		2
Liabilities:
Deferred compensation plan	—		20,125		—		20,125
December 31, 2020
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	26,167	$	—	$	26,167
Marketable securities - other	3		—		—		3
Liabilities:
Deferred compensation plan	—		20,271		—		20,271

Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and are included in other assets on the condensed consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the market. Our liabilities associated with our deferred compensation plan are included in other non-current liabilities on the condensed consolidated balance sheets. 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. We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the condensed consolidated balance sheets.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

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

    We perform our goodwill impairment assessment for each reporting unit by comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. We estimate the fair value for each reporting unit using a discounted cash flow analysis based on management’s short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures and the timing of expected future cash flows based on market conditions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded.

    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.

    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 charges 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.

Other Fair Value Considerations

    The carrying values on our condensed consolidated balance sheets of our cash and cash equivalents, restricted cash, short-term investments, trade accounts receivable, other current assets, accounts payable and accrued liabilities and lines of credit approximate fair values due to their short maturities.

XML

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

    We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease facilities from these affiliated companies. Rent expense associated with our related party leases was $0.7 million and $0.7 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, $3.1 million of our operating lease right-of-use assets and $4.5 million of our lease liabilities were associated with related party leases.

Tax Receivable Agreement and Amended & Restated Tax Receivable Agreement

    Mosing Holdings converted all of its shares of our Series A convertible preferred stock into shares of our common stock on August 26, 2016, in connection with its delivery to FINV of all of its interests in FICV (the “Conversion”). As a result of an election under Section 754 of the Internal Revenue Code made by FICV, the Conversion resulted in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV transferred to FINV by Mosing Holdings. These adjustments are solely allocable to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent the Conversion. The basis adjustments may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

    The tax receivable agreement (the “TRA”) that we entered into with FICV and Mosing Holdings in connection with our initial public offering (“IPO”) generally provides for the payment by FINV 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 we actually realize (or are deemed to realize in certain circumstances) in periods after our IPO as a result of (i) tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by FINV as a result of, and additional tax basis arising from, payments under the TRA. We will retain the benefit of the remaining 15% of these cash savings, if any. Payments FINV makes under the TRA will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in FINV.

    The estimation of the amount and timing of payments under the TRA is by its nature imprecise. For purposes of the TRA, cash savings in tax generally are calculated by comparing FINV’s actual tax liability to the amount FINV would have been required to pay had it not been able to utilize any of the tax benefits subject to the TRA. The

amounts payable, as well as the timing of any payments, under the TRA are dependent upon significant future events and assumptions, including the amount and timing of the taxable income FINV generates in the future. As of March 31, 2021, FINV has had a cumulative loss over the prior 36-month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash savings.

    The payment obligations under the TRA are FINV’s obligations and are not obligations of FICV. The term of the TRA commenced upon the completion of the IPO and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless FINV elects to exercise its right to terminate the TRA (or the TRA is terminated due to other circumstances, including our breach of a material obligation thereunder or certain mergers or other changes of control), and FINV makes the termination payment specified by the TRA, or FINV otherwise settles its obligations under the TRA. If FINV elects to terminate the TRA early, which it may do in its sole discretion (or if it terminates early as a result of our breach), it would be required to make a substantial, immediate lump-sum payment equal to the present value of the hypothetical future payments that could be required to be paid under the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits), determined by applying a discount rate equal to the long-term Treasury rate in effect on the applicable date plus 300 basis points. Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, if the TRA were terminated on March 31, 2021, the estimated termination payment would be approximately $70.0 million (calculated using a discount rate of 4.15%). The foregoing number is merely an estimate and the actual payment could differ materially.

    Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of our operating subsidiaries to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreement. The ability of certain of our operating subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason (except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control) such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock.

In connection with the Merger Agreement, FINV, FICV and Mosing Holdings entered into the A&R TRA, pursuant to which FINV, FICV and Mosing Holdings have agreed, among other things, to settle the early termination payment obligation that would otherwise be owed to Mosing Holdings under the TRA as a result of the Merger by the payment by FINV to Mosing Holdings of (i) $15 million cash at the closing of the Transactions and (ii) certain other contingent payments in the future in the event the Combined Company realizes cash tax savings from tax attributes covered under the TRA during the ten year period following the Closing Date (as defined in the Merger Agreement) in excess of $18,057,000, as more fully described in the A&R TRA. The terms of the A&R TRA are conditioned upon and subject to the closing of the Transactions and the payment to Mosing Holdings of the $15 million cash payment at the closing of the Transactions. If such conditions do not occur, the A&R TRA will be terminated and will be null and void, and the TRA will remain in effect in accordance with its terms. Please see Note 1—Basis of Presentation in the Notes to the Unaudited Condensed Consolidated Financial Statements for additional details regarding the Merger, the Merger Agreement and the Transactions.

XML

Loss Per Common Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Loss Per Common Share

Loss Per Common Share     Basic loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is determined by dividing net loss by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued. We apply the

treasury stock method to determine the dilutive weighted average common shares represented by unvested restricted stock units and employee stock purchase plan (“ESPP”) shares.

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

	Three Months Ended
	March 31,
	2021		2020
Numerator
Net loss	$	(23,886)	$	(85,978)
Denominator
Basic and diluted weighted average common shares (1)	227,019		225,505
Loss per common share:
Basic and diluted	$	(0.11)	$	(0.38)

(1) Approximate number of unvested restricted stock units and stock to be issued pursuant to the ESPP that have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when results from operations are at a net loss position. 2,252  2,015 

XML

Income Taxes

3 Months Ended

Mar. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

    For interim financial reporting, we estimate the annual tax rate based on projected pre-tax income (loss) for the full year and record a quarterly income tax provision (benefit) in accordance with accounting guidance for income taxes. As the year progresses, we refine the estimate of the year’s pre-tax income (loss) as new information becomes available. The continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, we adjust the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the most current expected annual tax rate.

    Our effective tax rate was (4.7)% and 15.3% for the three months ended March 31, 2021 and 2020, respectively. The quarterly variance in effective tax rates is primarily due to the beneficial impact in the prior year period from the five-year net operating loss carryback provision included in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), as well as a change in the geographical mix of income. We are subject to tax in many U.S. and non-U.S. jurisdictions. In many non-U.S. jurisdictions we are taxed on bases such as deemed profits or withholding taxes based on revenue. Consequently, the level of correlation between our pre-tax income and our income tax provision varies from period to period.

    We are under audit by certain non-U.S. jurisdictions for the years 2008 - 2019. We do not expect the results of these audits to have any material effect on our financial statements.

    As of March 31, 2021, there were no significant changes to our uncertain tax positions as reported in our audited financial statements for the year ended December 31, 2020.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

    We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of March 31, 2021 and December 31, 2020. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

    We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), our policies and other

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

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

XML

Severance and Other Charges, net

3 Months Ended

Mar. 31, 2021

Restructuring and Related Activities [Abstract]

Severance and Other Charges, net

Severance and Other Charges, net

    We recognize severance and other charges for costs associated with workforce reductions, facility closures, exiting or reducing our footprint in certain countries, asset impairments and the retirement of excess machinery and equipment based on economic utility. As a result of the downturn in the industry and its impact on our business outlook, we continue to take actions to adjust our operations and cost structure to reflect current and expected activity levels. Depending on future market conditions, further actions may be necessary to adjust our operations, which may result in additional charges.

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

	Three Months Ended March 31,
	2021		2020
Severance and other costs	$	265	$	538
Mergers and acquisition expense	6,804		—
Fixed asset impairments and retirements	171		15,479
Inventory write-offs	136		—
Intangible asset impairments	—		4,708
	$	7,376	$	20,725

Severance and other costs: We incurred costs due to a continued effort to adjust our cost base, including reducing our workforce to meet the depressed demand in the industry.

Mergers and acquisition expense: During the three months ended March 31, 2021, we incurred $6.8 million of costs, primarily related to legal and consulting services, associated with the pending merger with Expro.

Fixed asset impairments and retirements: During the three months ended March 31, 2020, we recognized $15.5 million primarily associated with construction in progress in our Cementing Equipment segment. During the three months ended March 31, 2021, we recognized a $0.2 million impairment associated our with construction in progress in our Tubular Running Services segment. Please see Note 5—Property, Plant and Equipment for additional details.

Inventory write-offs: During the three months ended March 31, 2021, certain inventories in our Tubular Running Services segment were determined to have costs that exceeded their net realizable values, resulting in a charge of $0.1 million.

Intangible asset impairments: During the three months ended March 31, 2020, we identified certain intangible assets where the carrying value exceeded the fair value in the Cementing Equipment segment, resulting in an

impairment charge of $4.7 million. No impairment was recorded during the three months ended March 31, 2021. Please see Note 6—Goodwill and Intangible Assets for additional details.

XML

Segment Information

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Segment Information

Segment Information

Reporting Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker ("CODM") in deciding how to allocate resources and assess performance. We are comprised of three reportable segments: Tubular Running Services (“TRS”) segment, Tubulars segment and Cementing Equipment (“CE”) segment.

The TRS segment provides tubular running services globally. Internationally, the TRS segment operates in the majority of the offshore oil and gas markets and also in several onshore regions with operations in approximately 40 countries on six continents. In the U.S., the TRS segment provides services in the active onshore oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, and in the U.S. Gulf of Mexico. Our customers are primarily large exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies.

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

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

Revenue

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

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

	Three Months Ended March 31, 2021
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	18,367	$	7,993	$	9,345	$	35,705
International	47,918		3,676		7,512		59,106
Total Revenue	$	66,285	$	11,669	$	16,857	$	94,811
	Three Months Ended March 31, 2020
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	30,169	$	9,797	$	13,531	$	53,497
International	59,328		2,745		7,922		69,995
Total Revenue	$	89,497	$	12,542	$	21,453	$	123,492

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

	Three Months Ended
	March 31,
	2021		2020
United States	$	35,705	$	53,497
Europe/Middle East/Africa	28,254		35,434
Latin America	21,934		20,925
Asia Pacific	7,653		9,569
Other countries	1,265		4,067
Total Revenue	$	94,811	$	123,492

Adjusted EBITDA

    We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized and realized gain or loss, net severance and other charges, other non-cash adjustments and other charges. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization), income tax, foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with GAAP.

    Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance.

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

	Three Months Ended
	March 31,
	2021		2020
Segment Adjusted EBITDA:
Tubular Running Services	$	8,128	$	13,305
Tubulars	639		1,396
Cementing Equipment	4,795		2,544
Corporate (1)	(6,909)		(10,186)
	6,653		7,059
Goodwill impairment	—		(57,146)
Severance and other charges, net	(7,376)		(20,725)
Interest income (expense), net	(287)		533
Depreciation and amortization	(16,107)		(19,718)
Income tax (expense) benefit	(1,070)		15,563
Gain (loss) on disposal of assets	182		(60)
Foreign currency loss	(2,868)		(9,892)
Charges and credits (2)	(3,013)		(1,592)
Net loss	$	(23,886)	$	(85,978)

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

(2)    Comprised of Equity-based compensation expense (for the three months ended March 31, 2021 and 2020: $2,872 and $2,146, respectively), Unrealized and realized gains (losses) (for the three months ended March 31, 2021 and 2020: $(99) and $1,704, respectively) and Investigation-related matters (for the three months ended March 31, 2021 and 2020: $42 and $1,150, respectively).

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

	Tubular Running Services		Tubulars		Cementing Equipment		Corporate		Total
Three Months Ended March 31, 2021
Revenue from external customers	$	66,285	$	11,669	$	16,857	$	—	$	94,811
Operating income (loss)	(5,452)		(875)		1,993		(15,452)		(19,786)
Adjusted EBITDA	8,128		639		4,795		(6,909)		*
Three Months Ended March 31, 2020
Revenue from external customers	$	89,497	$	12,542	$	21,453	$	—	$	123,492
Operating income (loss)	(1,315)		651		(77,498)		(16,046)		(94,208)
Adjusted EBITDA	13,305		1,396		2,544		(10,186)		*

* Non-GAAP financial measure not disclosed.

XML

Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements of FINV for the three months ended March 31, 2021 and 2020 include the activities of FINV, FICV, Blackhawk Group Holdings, LLC (“Blackhawk”) and their wholly owned subsidiaries (either individually or together, as context requires, the “Company,” “we,” “us” or “our”). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.

Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The consolidated balance sheet at December 31, 2020 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America (“GAAP”) for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2020, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2021 (“Annual Report”). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year.

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

Reclassifications

Reclassifications

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

    Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) generally in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification.

    We consider the applicability and impact of all accounting pronouncements. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have immaterial impact on our consolidated financial position, results of operations and cash flows.

    In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including trade receivables, with a methodology that reflects expected credit losses, which considers historical and

current information as well as reasonable and supportable forecasts. We adopted the guidance on January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. The new credit loss standard is expected to accelerate recognition of credit losses on our accounts receivable. See Note 3—Accounts Receivable, net for additional information regarding allowance for credit losses on our accounts receivable.

XML

Cash, Cash Equivalents and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2021

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

Amounts reported in the condensed consolidated balance sheets and condensed consolidated statements of cash flows as cash, cash equivalents and restricted cash at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Cash and cash equivalents	$	191,339	$	209,575
Restricted cash	1,656		1,672
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	192,995	$	211,247

Restrictions on Cash and Cash Equivalents

Amounts reported in the condensed consolidated balance sheets and condensed consolidated statements of cash flows as cash, cash equivalents and restricted cash at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Cash and cash equivalents	$	191,339	$	209,575
Restricted cash	1,656		1,672
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	192,995	$	211,247

XML

Accounts Receivable, net (Tables)

3 Months Ended

Mar. 31, 2021

Receivables [Abstract]

Schedule of Accounts Receivable

Accounts receivable at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Trade accounts receivable, net of allowance for credit losses of $4,112 and $3,857, respectively	$	67,171	$	65,684
Unbilled receivables	29,923		26,215
Taxes receivable	15,392		14,292
Affiliated (1)	549		549
Other receivables	3,546		3,867
Total accounts receivable, net	$	116,581	$	110,607

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

XML

Inventories, net (Tables)

3 Months Ended

Mar. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories at March 31, 2021 and December 31, 2020 were as follows (in thousands):

	March 31,		December 31,
	2021		2020
Pipe and connectors, net of allowance of $16,561 and $16,819, respectively	$	32,690	$	22,642
Finished goods, net of allowance of $84 and $84, respectively	20,999		22,715
Work in progress	1,954		1,730
Raw materials, components and supplies	39,095		34,631
Total inventories, net	$	94,738	$	81,718

XML

Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

The following is a summary of property, plant and equipment at March 31, 2021 and December 31, 2020 (in thousands):

	Estimated Useful Lives in Years	March 31, 2021		December 31, 2020
Land	—	$	31,080	$	30,869
Land improvements	8-15	7,688		7,620
Buildings and improvements	13-39	118,592		121,105
Rental machinery and equipment	2-7	906,117		897,398
Machinery and equipment - other	7	54,869		54,842
Furniture, fixtures and computers	3-5	19,756		16,928
Automobiles and other vehicles	5	25,894		25,948
Leasehold improvements	7-15, or lease term if shorter	12,754		12,773
Construction in progress - machinery and equipment	—	12,412		24,381
		1,189,162		1,191,864
Less: Accumulated depreciation		(933,761)		(919,157)
Total property, plant and equipment, net		$	255,401	$	272,707

Summary of Depreciation and Amortization Expense

The following table presents the depreciation and amortization expense associated with each line item for the three months ended March 31, 2021 and 2020 (in thousands):

	Three Months Ended
	March 31,
	2021		2020
Services	$	14,472	$	17,263
Products	138		239
General and administrative expenses	1,497		2,216
Total	$	16,107	$	19,718

XML

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

The following table provides information related to our intangible assets as of March 31, 2021 and December 31, 2020 (in thousands):

	March 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Total		Gross Carrying Amount		Accumulated Amortization		Total
Customer Relationships	$	28,300	$	(26,917)	$	1,383	$	28,300	$	(26,324)	$	1,976
Intellectual Property	18,136		(8,457)		9,679		13,860		(7,939)		5,921
Total intangible assets	$	46,436	$	(35,374)	$	11,062	$	42,160	$	(34,263)	$	7,897

XML

Other Assets (Tables)

3 Months Ended

Mar. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Other Assets

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

	March 31,		December 31,
	2021		2020
Cash surrender value of life insurance policies (1)	$	26,586	$	26,167
Deposits	2,023		2,182
Other	2,298		2,510
Total other assets	$	30,907	$	30,859

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

XML

Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Summary of Accounts Payable and Accrued Liabilities

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

	March 31,		December 31,
	2021		2020
Accounts payable	$	30,999	$	22,277
Accrued compensation	22,884		23,212
Accrued property and other taxes	13,294		14,420
Accrued severance and other charges	97		2,666
Income taxes	14,364		16,029
Affiliated (1)	2,238		2,513
Accrued purchase orders and other	23,209		18,869
Total accounts payable and accrued liabilities	$	107,085	$	99,986

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

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2021 and December 31, 2020, were as follows (in thousands):

	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
March 31, 2021
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	26,586	$	—	$	26,586
Marketable securities - other	2		—		—		2
Liabilities:
Deferred compensation plan	—		20,125		—		20,125
December 31, 2020
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	26,167	$	—	$	26,167
Marketable securities - other	3		—		—		3
Liabilities:
Deferred compensation plan	—		20,271		—		20,271

XML

Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Income (Loss) Per Common Share, Basic and Diluted

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

	Three Months Ended
	March 31,
	2021		2020
Numerator
Net loss	$	(23,886)	$	(85,978)
Denominator
Basic and diluted weighted average common shares (1)	227,019		225,505
Loss per common share:
Basic and diluted	$	(0.11)	$	(0.38)

(1) Approximate number of unvested restricted stock units and stock to be issued pursuant to the ESPP that have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when results from operations are at a net loss position. 2,252  2,015 

XML

Severance and Other Charges, net (Tables)

3 Months Ended

Mar. 31, 2021

Restructuring and Related Activities [Abstract]

Summary of Severance and Other Charges, net

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

	Three Months Ended March 31,
	2021		2020
Severance and other costs	$	265	$	538
Mergers and acquisition expense	6,804		—
Fixed asset impairments and retirements	171		15,479
Inventory write-offs	136		—
Intangible asset impairments	—		4,708
	$	7,376	$	20,725

XML

Segment Information (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Disaggregation of Revenue

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

	Three Months Ended March 31, 2021
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	18,367	$	7,993	$	9,345	$	35,705
International	47,918		3,676		7,512		59,106
Total Revenue	$	66,285	$	11,669	$	16,857	$	94,811
	Three Months Ended March 31, 2020
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	30,169	$	9,797	$	13,531	$	53,497
International	59,328		2,745		7,922		69,995
Total Revenue	$	89,497	$	12,542	$	21,453	$	123,492

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

	Three Months Ended
	March 31,
	2021		2020
United States	$	35,705	$	53,497
Europe/Middle East/Africa	28,254		35,434
Latin America	21,934		20,925
Asia Pacific	7,653		9,569
Other countries	1,265		4,067
Total Revenue	$	94,811	$	123,492

Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Net Loss

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

	Three Months Ended
	March 31,
	2021		2020
Segment Adjusted EBITDA:
Tubular Running Services	$	8,128	$	13,305
Tubulars	639		1,396
Cementing Equipment	4,795		2,544
Corporate (1)	(6,909)		(10,186)
	6,653		7,059
Goodwill impairment	—		(57,146)
Severance and other charges, net	(7,376)		(20,725)
Interest income (expense), net	(287)		533
Depreciation and amortization	(16,107)		(19,718)
Income tax (expense) benefit	(1,070)		15,563
Gain (loss) on disposal of assets	182		(60)
Foreign currency loss	(2,868)		(9,892)
Charges and credits (2)	(3,013)		(1,592)
Net loss	$	(23,886)	$	(85,978)

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

(2)    Comprised of Equity-based compensation expense (for the three months ended March 31, 2021 and 2020: $2,872 and $2,146, respectively), Unrealized and realized gains (losses) (for the three months ended March 31, 2021 and 2020: $(99) and $1,704, respectively) and Investigation-related matters (for the three months ended March 31, 2021 and 2020: $42 and $1,150, respectively).

Schedule of Financial Information, by Reportable Segments

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

	Tubular Running Services		Tubulars		Cementing Equipment		Corporate		Total
Three Months Ended March 31, 2021
Revenue from external customers	$	66,285	$	11,669	$	16,857	$	—	$	94,811
Operating income (loss)	(5,452)		(875)		1,993		(15,452)		(19,786)
Adjusted EBITDA	8,128		639		4,795		(6,909)		*
Three Months Ended March 31, 2020
Revenue from external customers	$	89,497	$	12,542	$	21,453	$	—	$	123,492
Operating income (loss)	(1,315)		651		(77,498)		(16,046)		(94,208)
Adjusted EBITDA	13,305		1,396		2,544		(10,186)		*

* Non-GAAP financial measure not disclosed.

XML

Basis of Presentation (Details)	3 Months Ended
	Sep. 30, 2021 USD ($) $ / shares	Mar. 31, 2021 € / shares	Mar. 31, 2021 USD ($)	Dec. 31, 2020 € / shares
Subsequent Event [Line Items]
Common stock, par value per share (in USD per share) | € / shares		€ 0.01		€ 0.01
Tax receivable agreement, estimated termination payment			$ 70,000,000.0
Forecast | Expro Group Holdings International Limited
Subsequent Event [Line Items]
Voting interests acquired	35.00%
Termination fee	$ 37,500,000
Tax receivable agreement, estimated termination payment	$ 15,000,000
Tax receivable agreement, contingent payments due, trigger amount, period	10 years
Tax receivable agreement, contingent payments due, trigger amount	$ 18,057,000
Forecast | Expro Group Holdings International Limited | Expro Group Holdings International Limited
Subsequent Event [Line Items]
Common stock, par value per share (in USD per share) | $ / shares	$ 0.01
Exchange ratio	7.2720
Voting interests acquired	65.00%
Termination fee	$ 71,500,000

XML

Cash, Cash Equivalents and Restricted Cash - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 191,339	$ 209,575
Restricted cash	1,656	1,672
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$ 192,995	$ 211,247	$ 172,255	$ 196,740

XML

Cash, Cash Equivalents and Restricted Cash - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash paid (received) for income taxes, net	$ 2.5	$ 1.1

XML

Accounts Receivable, net (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Trade accounts receivable, net of allowance for credit losses of $4,112 and $3,857, respectively	$ 67,171	$ 65,684
Allowance for credit losses	4,112	3,857
Unbilled receivables	29,923	26,215
Taxes receivable	15,392	14,292
Affiliated	549	549
Other receivables	3,546	3,867
Total accounts receivable, net	$ 116,581	$ 110,607

XML

Inventories, net (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Inventory [Line Items]
Pipe and connectors, net of allowance of $16,561 and $16,819, respectively	$ 32,690	$ 22,642
Finished goods, net of allowance of $84 and $84, respectively	20,999	22,715
Work in progress	1,954	1,730
Raw materials, components and supplies	39,095	34,631
Total inventories, net	94,738	81,718
Pipe and Connectors
Inventory [Line Items]
Allowance	16,561	16,819
Finished Goods
Inventory [Line Items]
Allowance	$ 84	$ 84

XML

Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 1,189,162	$ 1,191,864
Less: Accumulated depreciation	(933,761)	(919,157)
Total property, plant and equipment, net	255,401	272,707
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	31,080	30,869
Land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 7,688	7,620
Land improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	8 years
Land improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	15 years
Buildings and improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 118,592	121,105
Buildings and improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	13 years
Buildings and improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	39 years
Rental machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 906,117	897,398
Rental machinery and equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	2 years
Rental machinery and equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Machinery and equipment - other
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Property, plant and equipment, gross	$ 54,869	54,842
Furniture, fixtures and computers
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 19,756	16,928
Furniture, fixtures and computers | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture, fixtures and computers | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Automobiles and other vehicles
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Property, plant and equipment, gross	$ 25,894	25,948
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 12,754	12,773
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	15 years
Construction in progress - machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 12,412	$ 24,381

XML

Property, Plant and Equipment - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Line Items]
Impairment of assets held-for-use	$ 0	$ 15,500,000
Proceeds from sale of building classified as held for sale	2,073,000	$ 70,000
Property, plant and equipment, transfers increase (decrease)	(2,600,000)
Buildings and improvements
Property, Plant and Equipment [Line Items]
Proceeds from sale of building classified as held for sale	1,900,000
Gain on sale of building classified as held for sale	$ 200,000

XML

Property, Plant and Equipment - Depreciation and Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 16,107	$ 19,718
Services
Property, Plant and Equipment [Line Items]
Depreciation and amortization	14,472	17,263
Products
Property, Plant and Equipment [Line Items]
Depreciation and amortization	138	239
General and administrative expenses
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 1,497	$ 2,216

XML

Goodwill and Intangible Assets - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)
Goodwill [Line Items]
Goodwill impairment	$ 0	$ 57,146,000
Potential increase (decrease) on basis spread of discount rate		0.0050
Impact of 50 basis points adverse change in discount rate		$ 4,300,000
Goodwill	42,785,000		$ 42,785,000
Amortization expense for intangible assets	1,100,000	1,700,000
Intangible asset impairments	0	$ 4,708,000
Cementing Equipment
Goodwill [Line Items]
Goodwill	24,100,000
Tubular Running Services
Goodwill [Line Items]
Goodwill	$ 18,700,000

XML

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 46,436	$ 42,160
Accumulated Amortization	(35,374)	(34,263)
Total	11,062	7,897
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	28,300	28,300
Accumulated Amortization	(26,917)	(26,324)
Total	1,383	1,976
Intellectual Property
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	18,136	13,860
Accumulated Amortization	(8,457)	(7,939)
Total	$ 9,679	$ 5,921

XML

Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Cash surrender value of life insurance policies	$ 26,586	$ 26,167
Deposits	2,023	2,182
Other	2,298	2,510
Total other assets	$ 30,907	$ 30,859

XML

Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable	$ 30,999	$ 22,277
Accrued compensation	22,884	23,212
Accrued property and other taxes	13,294	14,420
Accrued severance and other charges	97	2,666
Income taxes	14,364	16,029
Affiliated	2,238	2,513
Accrued purchase orders and other	23,209	18,869
Total accounts payable and accrued liabilities	$ 107,085	$ 99,986

XML

Debt (Details) - ABL Credit Facility	Nov. 05, 2018 USD ($) day	Mar. 31, 2021 USD ($)
Revolving Credit Facility
Line of Credit Facility [Line Items]
Covenant, consolidated EBITDA, minimum	1.0
Covenant, minimum fixed charges amount	$ 12,500,000
Covenant, minimum fixed charges percentage	15.00%
Covenant, availability under facility, triggering event, consecutive number of days (at least) | day	2
Covenant, availability under facility, post triggering event, consecutive number of days | day	30
Revolving Credit Facility | Secured Debt
Line of Credit Facility [Line Items]
Expiration period	5 years
Maximum borrowing capacity	$ 100,000,000.0
Maximum additional borrowing capacity	$ 200,000,000.0
Federal funds effective rate	0.00%
Basis spread on variable rate	0.50%
Outstanding indebtedness		$ 0
Available borrowing capacity		23,500,000
Revolving Credit Facility | Secured Debt | Minimum
Line of Credit Facility [Line Items]
Unused capacity, commitment fee	0.25%
Revolving Credit Facility | Secured Debt | Maximum
Line of Credit Facility [Line Items]
Unused capacity, commitment fee	0.375%
Revolving Credit Facility | Secured Debt | London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.00%
Revolving Credit Facility | Secured Debt | Alternate Base Rate | Minimum
Line of Credit Facility [Line Items]
Additional basis spread on variable rate	1.00%
Revolving Credit Facility | Secured Debt | Alternate Base Rate | Maximum
Line of Credit Facility [Line Items]
Additional basis spread on variable rate	1.50%
Revolving Credit Facility | Secured Debt | Eurodollar | Minimum
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.00%
Revolving Credit Facility | Secured Debt | Eurodollar | Maximum
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.50%
Revolving Credit Facility | Lines of credit
Line of Credit Facility [Line Items]
Letters of credit, amount outstanding		$ 10,300,000
Letter of Credit | Secured Debt
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 15,000,000.0

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$ 26,586	$ 26,167
Marketable securities - other	2	3
Deferred compensation plan
Liabilities:
Deferred compensation plan	20,125	20,271
Quoted Prices in Active Markets (Level 1)
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	0	0
Marketable securities - other	2	3
Quoted Prices in Active Markets (Level 1) | Deferred compensation plan
Liabilities:
Deferred compensation plan	0	0
Significant Other Observable Inputs (Level 2)
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	26,586	26,167
Marketable securities - other	0	0
Significant Other Observable Inputs (Level 2) | Deferred compensation plan
Liabilities:
Deferred compensation plan	20,125	20,271
Significant Unobservable Inputs (Level 3)
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	0	0
Marketable securities - other	0	0
Significant Unobservable Inputs (Level 3) | Deferred compensation plan
Liabilities:
Deferred compensation plan	$ 0	$ 0

XML

Related Party Transactions (Details) - USD ($)		3 Months Ended
	Aug. 26, 2016	Sep. 30, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Operating lease right-of-use assets			$ 27,972,000		$ 28,116,000
Estimated termination payment, tax receivable agreement			$ 70,000,000.0
Discount rate, tax receivable agreement liability			4.15%
Forecast | Expro Group Holdings International Limited
Related Party Transaction [Line Items]
Estimated termination payment, tax receivable agreement		$ 15,000,000
Tax receivable agreement, contingent payments due, trigger amount, period		10 years
Tax receivable agreement, contingent payments due, trigger amount		$ 18,057,000
Affiliated Entity
Related Party Transaction [Line Items]
Rent expense			$ 700,000	$ 700,000
Operating lease right-of-use assets			3,100,000
Operating lease liabilities			$ 4,500,000
Affiliated Entity | Mosing Holdings
Related Party Transaction [Line Items]
Percentage of tax benefits realized payable, tax receivable agreement	85.00%
Percentage retained under tax receivable agreement	15.00%
Cumulative deficit, period, tax receivable agreement			36 months
Long-Term Treasury Rate | Affiliated Entity | Mosing Holdings
Related Party Transaction [Line Items]
Basis spread on variable rate, tax receivable agreement	3.00%

XML

Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator
Net loss	$ (23,886)	$ (85,978)
Denominator
Basic and diluted weighted average common shares (in shares)	227,019	225,505
Loss per common share:
Basic and diluted (in USD per share)	$ (0.11)	$ (0.38)
Approximate number of unvested restricted stock units and stock to be issued pursuant to the ESPP that have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when results from operations are at a net loss position (in shares)	2,252	2,015

XML

Income Taxes (Details)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate	(4.70%)	15.30%

XML

Severance and Other Charges, net - Summary of Severance and Other Charges (Credits), net (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Restructuring and Related Activities [Abstract]
Severance and other costs	$ 265,000	$ 538,000
Mergers and acquisition expense	6,804,000	0
Fixed asset impairments and retirements	171,000	15,479,000
Inventory write-offs	136,000	0
Intangible asset impairments	0	4,708,000
Severance and other charges, net	$ 7,376,000	$ 20,725,000

XML

Severance and Other Charges, net - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Business Acquisition [Line Items]
Mergers and acquisition expense	$ 6,804,000	$ 0
Impairment associated with construction in progress	200,000	15,500,000
Impairment of assets held-for-use	0	15,500,000
Inventory write-offs	136,000	0
Intangible asset impairments	0	$ 4,708,000
Expro Group Holdings International Limited
Business Acquisition [Line Items]
Mergers and acquisition expense	$ 6,800,000

XML

Segment Information - Additional Information (Details)	3 Months Ended
	Mar. 31, 2021 country segment continent ft
Segment Reporting Information [Line Items]
Number of reportable segments | segment	3
Maximum
Segment Reporting Information [Line Items]
Length of tubular assemblies (in feet) | ft	400
Tubular Running Services
Segment Reporting Information [Line Items]
Number of countries in which entity operates | country	40
Number of continents in which entity operates | continent	6

XML

Segment Information - Disaggregation of Revenue by Revenue Source and Geography (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 94,811	$ 123,492
United States
Disaggregation of Revenue [Line Items]
Revenue	35,705	53,497
International
Disaggregation of Revenue [Line Items]
Revenue	59,106	69,995
Europe/Middle East/Africa
Disaggregation of Revenue [Line Items]
Revenue	28,254	35,434
Latin America
Disaggregation of Revenue [Line Items]
Revenue	21,934	20,925
Asia Pacific
Disaggregation of Revenue [Line Items]
Revenue	7,653	9,569
Other countries
Disaggregation of Revenue [Line Items]
Revenue	1,265	4,067
Tubular Running Services
Disaggregation of Revenue [Line Items]
Revenue	66,285	89,497
Tubular Running Services | United States
Disaggregation of Revenue [Line Items]
Revenue	18,367	30,169
Tubular Running Services | International
Disaggregation of Revenue [Line Items]
Revenue	47,918	59,328
Tubulars
Disaggregation of Revenue [Line Items]
Revenue	11,669	12,542
Tubulars | United States
Disaggregation of Revenue [Line Items]
Revenue	7,993	9,797
Tubulars | International
Disaggregation of Revenue [Line Items]
Revenue	3,676	2,745
Cementing Equipment
Disaggregation of Revenue [Line Items]
Revenue	16,857	21,453
Cementing Equipment | United States
Disaggregation of Revenue [Line Items]
Revenue	9,345	13,531
Cementing Equipment | International
Disaggregation of Revenue [Line Items]
Revenue	$ 7,512	$ 7,922

XML

Segment Information - Reconciliation of Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization from Segments to Net Loss (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	$ 6,653,000	$ 7,059,000
Goodwill impairment	0	(57,146,000)
Severance and other charges, net	(7,376,000)	(20,725,000)
Interest income (expense), net	(287,000)	533,000
Depreciation and amortization	(16,107,000)	(19,718,000)
Income tax (expense) benefit	(1,070,000)	15,563,000
Gain (loss) on disposal of assets	182,000	(60,000)
Foreign currency loss	(2,868,000)	(9,892,000)
Charges and credits	(3,013,000)	(1,592,000)
Net loss	(23,886,000)	(85,978,000)
Equity-based compensation expense	2,872,000	2,146,000
Unrealized and realized gains (losses)	(99,000)	1,704,000
Investigation-related matters	42,000	1,150,000
Operating Segments | Tubular Running Services
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	8,128,000	13,305,000
Operating Segments | Tubulars
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	639,000	1,396,000
Operating Segments | Cementing Equipment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	4,795,000	2,544,000
Corporate
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	$ (6,909,000)	$ (10,186,000)

XML

Segment Information - Financial Information with Respect to Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue from External Customer [Line Items]
Revenue from external customers	$ 94,811	$ 123,492
Operating income (loss)	(19,786)	(94,208)
Adjusted EBITDA	6,653	7,059
Tubular Running Services
Revenue from External Customer [Line Items]
Revenue from external customers	66,285	89,497
Tubulars
Revenue from External Customer [Line Items]
Revenue from external customers	11,669	12,542
Cementing Equipment
Revenue from External Customer [Line Items]
Revenue from external customers	16,857	21,453
Operating Segments | Tubular Running Services
Revenue from External Customer [Line Items]
Revenue from external customers	66,285	89,497
Operating income (loss)	(5,452)	(1,315)
Adjusted EBITDA	8,128	13,305
Operating Segments | Tubulars
Revenue from External Customer [Line Items]
Revenue from external customers	11,669	12,542
Operating income (loss)	(875)	651
Adjusted EBITDA	639	1,396
Operating Segments | Cementing Equipment
Revenue from External Customer [Line Items]
Revenue from external customers	16,857	21,453
Operating income (loss)	1,993	(77,498)
Adjusted EBITDA	4,795	2,544
Corporate
Revenue from External Customer [Line Items]
Revenue from external customers	0	0
Operating income (loss)	(15,452)	(16,046)
Adjusted EBITDA	$ (6,909)	$ (10,186)