National Energy Services Reunited Corp 20-F for FY2024

National Energy Services Reunited Corp. (NESR)

20-F 2025-03-28 For: 2024-12-31

Added on April 08, 2026

About this 20-F

National Energy Services Reunited Corp filed this 20-F on March 28, 2025, covering the fiscal year ended December 31, 2024 (FY2024).

Headline figures

Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.3B; up 13.6% from $1.15B a year earlier
Net income: $76.31M; up 506.6% from net income of $12.58M a year earlier
Diluted EPS: $0.80; up 515.4% from $0.13 a year earlier

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Title of each class	Trading Symbols	Name of each exchange on which registered
Ordinary shares, no par value per share	NESR	The Nasdaq Capital Market
Warrants to purchase one-half of one ordinary share	NESRW	The Nasdaq Capital Market

FORWARD-LOOKING STATEMENTS	5
BASIS OF THIS ANNUAL REPORT ON FORM 20-F	7
FINANCIAL INFORMATION AND CURRENCY OF FINANCIAL STATEMENTS	7
PART I	8
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	8
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	8
ITEM 3. KEY INFORMATION	8
A. [RESERVED]	8
B. CAPITALIZATION AND INDEBTEDNESS	8
C. REASONS FOR THE OFFER AND USE OF PROCEEDS	8
D. RISK FACTORS	8
ITEM 4. INFORMATION ON THE COMPANY	34
A. HISTORY AND DEVELOPMENT OF THE COMPANY	34
B. BUSINESS OVERVIEW	34
C. ORGANIZATIONAL STRUCTURE	41
D. PROPERTY, PLANTS, AND EQUIPMENT	41
ITEM 4A. UNRESOLVED STAFF COMMENTS	41
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	42
A. OPERATING RESULTS	42
B. LIQUIDITY AND CAPITAL RESOURCES	49
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.	53
D. TREND INFORMATION	53
E. CRITICAL ACCOUNTING ESTIMATES	53
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	55
A. DIRECTORS AND SENIOR MANAGEMENT	55
B. COMPENSATION	58
C. BOARD PRACTICES	60
D. EMPLOYEES	63
E. SHARE OWNERSHIP	64
F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION	64
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	64
A. MAJOR SHAREHOLDERS	64
B. RELATED PARTY TRANSACTIONS	65
C. INTERESTS OF EXPERTS AND COUNSEL	65
ITEM 8. FINANCIAL INFORMATION	65
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	65
B. SIGNIFICANT CHANGES	65

ITEM 9. THE OFFER AND LISTING	65
A. OFFER AND LISTING DETAILS	65
B. PLAN OF DISTRIBUTION	65
C. MARKETS	66
D. SELLING SHAREHOLDERS	66
E. DILUTION	66
F. EXPENSES OF THE ISSUE	66
ITEM 10. ADDITIONAL INFORMATION	66
A. SHARE CAPITAL	66
B. MEMORANDUM AND ARTICLES OF ASSOCIATION	66
C. MATERIAL CONTRACTS	69
D. EXCHANGE CONTROLS	70
E. TAXATION	70
F. DIVIDENDS AND PAYING AGENTS	72
G. STATEMENT BY EXPERTS	72
H. DOCUMENTS ON DISPLAY	72
I. SUBSIDIARY INFORMATION	72
J. ANNUAL REPORT TO SECURITY HOLDERS	72
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	72
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	73
A. DEBT SECURITIES	73
B. WARRANTS AND RIGHTS	73
C. OTHER SECURITIES	73
D. AMERICAN DEPOSITORY SHARES	73
PART II	74
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	74
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	74
ITEM 15. CONTROLS AND PROCEDURES	74
ITEM 16. RESERVED	76
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	76
ITEM 16B. CODE OF ETHICS	76
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	77
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	77
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	77
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	77

ITEM 16G. CORPORATE GOVERNANCE	78
ITEM 16H. MINE SAFETY DISCLOSURE	78
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	78
ITEM 16J. INSIDER TRADING POLICIES	78
ITEM 16K. CYBERSECURITY	78
PART III	79
ITEM 17. FINANCIAL STATEMENTS	79
ITEM 18. FINANCIAL STATEMENTS	79
ITEM 19. EXHIBITS	79
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	82
CONSOLIDATED BALANCE SHEETS	84
CONSOLIDATED STATEMENTS OF OPERATIONS	85
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	86
CONSOLIDATED STATEMENTS SHAREHOLDERS’ EQUITY	87
CONSOLIDATED STATEMENTS OF CASH FLOWS	88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	89
1. DESCRIPTION OF BUSINESS	89
2. BASIS OF PRESENTATION	89
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	90
4. REVENUE	98
5. ACCOUNTS RECEIVABLE	99
6. SERVICE INVENTORIES	99
7. PROPERTY, PLANT, & EQUIPMENT	100
8. GOODWILL, INTANGIBLE, AND OTHER ASSETS	100
9. LEASING	102
10. DEBT	103
11. EMPLOYEE BENEFITS	105
12. INCOME TAXES	107
13. COMMITMENTS AND CONTINGENCIES	110
14. SHARE-BASED COMPENSATION	110
15. EQUITY	112
16. EARNINGS PER SHARE	112
17. FAIR VALUE ACCOUNTING	114
18. RELATED PARTY TRANSACTIONS	115
19. REPORTABLE SEGMENTS	115
Exhibit 8.1
Exhibit 11.1
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1
Exhibit 13.2
Exhibit 15.1
Exhibit 97

	●	Changing commodity prices, market volatility and other market trends that affect our customers’ demand for our services;

	●	Public health crises and other catastrophic events;

	●	The level of capital spending by our customers;

	●	Political, market, financial and regulatory risks, including those related to the geographic concentration of our operations and customers;

	●	Our operations, including maintenance, upgrades and refurbishment of our assets, may require significant capital expenditures, which may or may not be available to us;

	●	Operating hazards inherent in our industry and the ability to secure sufficient indemnities and insurance;

	●	Our ability to successfully integrate acquisitions;

	●	Competition, including capital and technological advances; and

	●	Other risks and uncertainties set forth in Part I, Item 3D, “Risk Factors,” included in this Annual Report.

	●	Trends in oil and natural gas prices affect the level of exploration, development, and production activity of our customers and the demand for our services and products, which could have a material adverse effect on our business, results of operations, and financial condition.

	●	Our business is dependent on capital spending by our customers, and reductions in capital spending could have a material adverse effect on our business, results of operations, and financial condition.

	●	Our assets require capital for maintenance, upgrades and refurbishment and we may require significant capital expenditures for new equipment.

	●	The geographic concentration of our operations and customers exposes us to the risks of the regional economy and other regional adverse conditions.

	●	We operate in multiple countries across the Middle East, North Africa, and Asia. Therefore our operations will be subject to political and economic instability and risk of government actions that could have a material adverse effect on our business, results of operations, and financial condition.

	●	Physical dangers are inherent in our operations and may expose us to significant potential liability and losses. Personnel and property may be harmed during the process of drilling for oil and natural gas.

	●	If we do not effectively or efficiently integrate the operations of businesses or companies we acquire, including the integration of the operations of our Subsidiaries, our future growth will be limited.

	●	We compete in a highly competitive industry, and many of our competitors are larger than us and have greater resources than we do.

	●	The inability to keep pace with technology developments could adversely affect our ability to maintain or grow market share.

	●	The matters identified in our Annual Report on Form 20-F for the year ended December 31, 2022, relating to restatement of our previously issued audited financial statements as of and for the year-ended December 31, 2020, may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased risk from legal proceedings and regulatory inquiries.

	●	We continue to have a material weakness in our internal control over financial reporting which we are in the process of remediating. If the material weakness persists or if we fail to develop or maintain an effective system of internal control, we may not be able to report our financial results accurately or prevent fraud, which could have a material adverse effect on our business, ordinary shares, results of operations and/or financial condition.

	●	Impairment in the carrying value of goodwill could result in the incurrence of impairment charges.

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

	●	We operate in multiple countries and earn revenue in different currencies and as such may be exposed to risks arising from fluctuating exchange rates and currency control restrictions, which may limit our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries or to repatriate assets from some countries.

	●	Changes in or new interpretations of tax laws could impact the determination of our income tax liabilities for a tax year.

	●	Lack of consolidation of our fiscal results in a taxpaying jurisdiction prevents offsetting some losses against taxable profits.

	●	The owners of NESR ordinary shares are subject to tax risks due to the possibility of changes in tax rules and regulations in foreign countries.

	●	If our Subsidiaries are unable to comply with the restrictions and covenants in their debt agreements, they could default under the terms of such agreements, which could result in an acceleration of repayment.

	●	To service our indebtedness, we may require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control.

	●	Our borrowings under our various loan agreements and other financing arrangements expose us to interest rate risk and such arrangements also include restrictive covenants that may impact our Subsidiaries’ ability to make distributions to us.

	●	We are exposed to the credit risk of our customers and counterparties, and delay, non-payment, and/or non-performance by our customers could have an adverse effect on our financial condition, results of operations, or cash flows.

	●	Limitations on our ability to protect our intellectual property rights, including our trade secrets, could cause a loss in revenue and any competitive advantage.

	●	We may be subject to litigation if another party claims that we have infringed upon such third party’s intellectual property rights.

	●	Environmental compliance costs and liabilities could reduce our earnings and cash available for operations.

	●	We could be subject to substantial liability claims, which could adversely affect our financial condition, results of operations, and cash flows.

	●	Demand for our products and services could be reduced by existing and future legislation or regulations.

	●	Increased attention to climate change, ESG matters and conservation measures by regulators and investors may adversely impact our business.

	●	Some of our customers require bids for contracts in the form of long-term, fixed pricing contracts that require us to assume additional risks associated with cost over-runs, operating cost inflation, labor availability and productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages.

	●	Our failure to comply with complex United States of America (“U.S.”) and foreign laws and regulations could have a material adverse effect on our operations.

	●	We and U.S. persons working for us are subject to sanctions and export control regimes adopted by the United States and other jurisdictions.

	●	Our operations in the Middle East and other countries could require us to incur additional costs in order to comply with U.S., United Kingdom (“UK”) and European Union (“EU”) sanctions-related regulations restricting or prohibiting activities with certain individuals and entities or in certain jurisdictions.

	●	We are subject to litigation risks that may not be covered by insurance.

	●	We may be unable to obtain or renew permits necessary for our operations, which could inhibit our ability to do business.

	●	We might require additional equity or debt financing to fund operations and/or future acquisitions.

	●	The market price of our ordinary shares and warrants may decline.

	●	If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our ordinary shares and warrants could decline.

	●	We are a holding company. Our sole material asset is our equity interest in our Subsidiaries and we are accordingly dependent upon distributions from them to cover our corporate and other overhead expenses.

	●	Future sales of our ordinary shares could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

	●	Because we currently have no plans to pay cash dividends on our ordinary shares, you may not receive any return on investment unless you sell your ordinary shares for a price greater than which what you paid for it.

	●	There is no guarantee that the warrants will be in the money, and they may expire worthless.

	●	We may redeem the warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

	●	Cybersecurity risks and threats could adversely affect our business.

	●	We depend on our suppliers to provide services and equipment in a timely manner and any delays, interruptions or failures by suppliers could expose us to increased costs or inability to meet contractual obligations.

	●	We have engaged in related party transactions, the termination of which may inhibit business, and such transactions present possible conflicts of interest that could have an adverse effect on us.

	●	The loss or unavailability of any of our executive officers or other key employees could have a material adverse effect on our business.

	●	Our growth potential and ability to operate could be materially and adversely affected if we cannot employ and retain technical personnel at a competitive cost.

	●	An investment in our securities may result in uncertain U.S. federal income tax consequences.

	●	Substantially all of our assets are located outside the United States; therefore, investors may not be able to enforce U.S. federal securities laws or their other legal rights.

	●	As a foreign private issuer in the United States, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer.

	●	We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

	●	We are not subject to the supervision of the Financial Services Commission of the British Virgin Islands and so our shareholders are not protected by any regulatory inspections in the British Virgin Islands.

	●	Investors may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited, because we are formed under British Virgin Islands law.

	●	Our amended and restated memorandum and articles of association permit the Board of Directors by resolution to create additional classes of securities, including shares with rights, preferences, designations and limitations as they determine which may have an anti-takeover effect.

	Highest Closing Price		Lowest Closing Price
2022	$	133.18	$	76.02
2023		97.10		71.03
2024		93.12		70.31

	●	the global and regional level of supply and demand for oil and natural gas including liquefied natural gas imports and exports;

	●	governmental regulations, including the policies of governments regarding the exploration for and production and development of their oil and natural gas reserves, including environmental regulations;

	●	increased attention to ESG matters and conservation measures may adversely impact the oil and natural gas industry;

	●	weather conditions, natural disasters, and public health crises and threats;

	●	worldwide political, military, and economic conditions;

	●	the ability or willingness of the Organization of the Petroleum Exporting Countries (“OPEC”) and the expanded alliance known as OPEC+ (“OPEC+”) to set and maintain oil production levels and quotas and member country compliance with quotas;

	●	the level of oil and natural gas production by non-OPEC+ countries;

	●	oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;

	●	the cost of producing and delivering oil and natural gas;

	●	technological advances affecting energy consumption; and

	●	potential acceleration of the development of alternative fuels.

	●	oil and natural gas prices, including volatility of oil and natural gas prices and expectations regarding future prices;

	●	changes in government incentives and tax regimes;

	●	the inability of our customers to access capital on economically favorable terms;

	●	customer personnel changes; and

	●	adverse developments in the business or operations of our customers, including write-downs of reserves and borrowing base reductions under customer credit facilities.

	●	civil unrest, acts of terrorism, force majeure, war, other armed conflict, and sanctions;

	●	recent efforts toward modernization in the region could have unanticipated consequences to cause unrest or political change that could cause loss of contracts;

	●	inflation;

	●	currency fluctuations, devaluations, and conversion restrictions;

	●	government actions that may result in expropriation and nationalization of assets in that country;

	●	confiscatory taxation or other adverse tax policies;

	●	actions that limit or disrupt markets or our operations, restrict payments, limit the movement of funds or result in the deprivation of contract rights;

	●	actions that result in the inability to obtain or retain licenses required for operation; and

	●	retaliatory actions that may be taken by one country against other countries in the region.

	●	the inability to integrate the operations of recently acquired assets;

	●	the diversion of management’s attention from other business concerns;

	●	the failure to realize expected volumes, revenues, profitability, or growth;

	●	the failure to realize any expected synergies and cost savings;

	●	the coordination of geographically disparate organizations, systems, and facilities;

	●	the assumption of unknown liabilities;

	●	the loss of customers or key employees; and

	●	potential environmental or regulatory liabilities and title problems.

	●	Lack of an effective organizational structure to promote effective internal control:
	●	Lack of effective communication protocols to ensure timely escalation and resolving of accounting issues; and

	●	foreign currency exchange risks resulting from changes in foreign currency exchange rates and the implementation of exchange controls; and

	●	potential limitations that might be imposed on their ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries.

	●	refinancing or restructuring their debt;

	●	selling assets;

	●	reducing or delaying capital investments; or

	●	seeking to raise additional capital.

	●	actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

	●	changes in the market’s expectations about our operating results;

	●	success of competitors;

	●	our operating results failing to meet the expectation of securities analysts or investors in a particular period;

	●	changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

	●	operating and stock price performance of other companies that investors deem comparable to us;

	●	our ability to market new and enhanced products on a timely basis;

	●	changes in laws and regulations affecting our business;

	●	commencement of, or involvement in, litigation or regulatory inquiries involving us;

	●	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

	●	the volume of securities available for public sale;

	●	any major change in our board or management;

	●	the sale of a substantial amount of our ordinary shares and warrants by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

	●	general economic and political conditions such as recession, world health events, changes in interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism.

	●	to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so;

	●	to sell their warrants at the then-current market price when they might otherwise wish to hold their warrants; or

	●	to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants.

	●	to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws where that liability is in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; and

	●	to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

	●	the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

	●	the judgment is final and for a liquidated sum;

	●	the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;

	●	in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

	●	recognition or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands; and

	●	the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

	●	Hydraulic Fracturing – Hydraulic fracturing services are performed to enhance production of oil and natural gas from formations with low permeability and restricted flow of hydrocarbons. The process of hydraulic fracturing involves pumping a highly viscous, pressurized fracturing fluid, typically a mixture of water, chemicals and proppant, into a well casing or tubing in order to fracture underground mineral formations. These fractures release trapped hydrocarbon particles and free a channel for the oil or natural gas to flow freely to the wellbore for collection. Fracturing fluid mixtures include proppant that becomes lodged in the cracks created by the hydraulic fracturing process, “propping” them open to facilitate the flow of hydrocarbons upward through the well.

	●	Coiled Tubing – We provide various coiled tubing services ranging from basic nitrogen lifting, fishing, milling, clean-out, scale removal and other complex well applications. We employ design software to predict the performance of coiled tubing string and fluid behavior. The work history and integrity of each coiled tubing work string is constantly monitored in real-time to allow our engineers to continually evaluate developments in coiled tubing applications. Our coiled tubing units are suitable for both onshore and offshore.

	●	Stimulation and Pumping – We employ stimulation and pumping services in our operations. We currently offer acidizing of wells, cleaning jobs, the release of stuck pipes during drilling, pressure testing wells and inhibition jobs on gas wells.

	●	Cementing – We have over 25 years of experience in primary and remedial cementing services across the MENA region. Our cementing solutions include cementing equipment with complete automated density control capabilities, large volume batch mixers allowing larger volume of slurries to be mixed and pumped at homogeneous density and customized cement systems for specific applications such as gas migration, ultra-light weight, flexible cement, HTHP (high-temperature/high-pressure) and self-healing cement. We also have an extensive database of knowledge and experience.

	●	Nitrogen Services – We offer a complete nitrogen service package through our nitrogen fleets. Our equipment incorporates a combination of low, intermediate, and high-rate units. Our operational capabilities range from stand-alone nitrogen services such as freeing stuck drill pipe and unloading or cleaning out wellbores, to supplying our coiled tubing, stimulation and cementing service with the essential gaseous components necessary for positive results in various applications.

	●	Filtration Services – We provide filtration services through our two-stage, skid mounted, easy to handle filtration vessels. The primary and secondary filtration stages are usually carried out together. We have filtered thousands of barrels on rig sites for reduced damage drilling as well as for UBD (Under Balanced Drilling) operations. We also provide frac tanks and pumping units as necessary.

	●	Pipelines and Industrial Services – We provide pipeline services to plants and refineries including water filling and hydro testing, nitrogen purging, de-gassing and pressure testing, as well as cutting/welding and cooling down piping/vessels systems. Our equipment and resources include an existing fleet of nitrogen pump units, pig launchers and receivers, intelligent pigs, high rate pumping units at high and low pressure, and pipeline inspection services.

	●	Production Assurance – Our fleet of water well drilling rigs and portfolio of water treatment technologies (chemicals and filtration) allow us to serve the full water cycle. This includes the sourcing and treatment of water for oil and natural gas, municipal and industrial use and the disposal of water into selected aquifers. We also provide a portfolio of production assurance chemicals to assist hydrocarbon production from a specific reservoir in meeting the desired production target. This is achieved by collaborating with selected chemical companies and academic institutes and establishing an in-house technical team of engineers and laboratory capabilities.

	●	Artificial Lift Services – We provide vertical, deviated and horizontal rod pumping systems, analysis and optimization recommendations for fluid level and dynamometer testing, artificial lift optimization and data interpretation, long term monitoring and optimization, and associated field services. We also provide gas lift systems and downhole monitoring systems. We maintain a downhole pump workshop that is equipped with up-to-date equipment and tools, including pump testers, barrel honing and API beam pump gauges.

	●	Completions – We provide surface and subsurface safety systems, high-pressure packer systems, flow controls, service tools, expandable liner technology, VIT (Vacuum Insulated Tubing) technology for steam applications, and engineering capabilities with manufacturing capacity and testing facilities. We focus on in-country value by taking a systems approach to well completions for maximum recovery in addition to intelligent completion architectures.

	●	Integrated Production Management – These projects are focused on developing and managing production on behalf of the Company’s customers under long-term agreements. The Company invests its own services and products, and in some cases cash, into the field development activities and operations. Although in certain arrangements the Company is paid for a portion of the services or products it provides, generally the Company is not paid at the time of providing its services or upon delivery of its products. Instead, the Company is compensated based upon cash flow generated.

	●	Rigs and Integrated Services – Our fleet of rigs range from 200 horsepower (HP) to 1,500 HP and offer drilling capabilities for all type of wells with depths up to 4,000 meters. Our fleet includes 750 HP truck-mounted, fast moving rigs, which are ideal for both light and heavy work over campaigns as both rigs are equipped with full edge mud systems that can handle normal drilling activities. In addition, we provide a “One Stop Solution” that includes delivering and managing the full spectrum of services involved in the upstream sector from the provision of the rig to completion and testing of the well.

	●	Fishing and Downhole – We provide highly innovative and reliable drilling tools and machine shop services for conventional and unconventional drilling applications. Our manufacturing capabilities include manufacturing flanges, subs, pup joints, pony drill collars and all types of cross overs. We also have the provision of threading and repair services for the oil and natural gas industry including the re-cutting of tubing and casing, repair of drilling and production tubulars and well heads.

	●	Thru-Tubing Intervention – We provide comprehensive oilfield solutions for all thru-tubing intervention requirements, from milling to thru-tubing fishing and thru-tubing well intervention.

	●	Tubular Running Services – We provide traditional Tubular Running Services operated by highly trained personnel focused on safety, quality, efficiency and well integrity. Our Casing Running Tool service enables simultaneous connection make-up, break-out, circulation and rotation, increasing the chance of getting casing to total depth safely and efficiently the first time.

	●	Directional Drilling – Our directional drilling services provide a suite of solutions from conventional to unconventional drilling applications, including directional drilling, measurement while drilling, logging while drilling, drilling optimization, drilling engineering, borehole surveying, and surface mud logging.

	●	Drilling and Completion Fluids – We provide drilling fluid systems and related technologies for a number of projects, including development drilling, exploration drilling and High-Pressure High-Temperature drilling, in accordance with international standards and regulations for both onshore and offshore projects.

	●	Pressure Control – With a full range of wellhead products, flow control equipment and frac equipment, we can provide safe and efficient drilling and production. From pre-engineered products, to fully customized designs, we offer solutions for a wide variety of applications.

	●	Well Testing Services – Our well testing services are used to measure solids, gas, oil and water produced from a well. We offer integrated well testing services in the exploration, appraisal and development phases of oil and natural gas wells. Our aim is to provide newer, faster and more precise testing results though innovation and superior service quality, and our services include surface well testing onshore and offshore, flow back packages, sand management, burner boom stack for gas flaring, smokeless burner, multi-phase flow meters (MPFM), zero-flaring packages, and water treatment and filtration.

	●	Wireline Logging Services – Our fleet of logging trucks, offshore units, logging tools and pressure control equipment provides a wide variety of cased-hole logging services to our clients, including production and injection performance evaluation, stimulation performance evaluation, water shutoff determination, tubing and multiple casing integrity, acoustic leak detection, perforation, pipe recovery, cased hole formation evaluation, and interval isolation and borehole seal.

	●	Slickline Services – Our slickline services cover the basic removal of scale, wax and sand build-up, setting plugs, changing out gas lift valves, fishing and other complex well applications.

	Year ended
	December 31, 2024		December 31, 2023		December 31, 2022
Geographic Area:
Domestic (British Virgin Islands)	$	-	$	-	$	-
MENA		1,282,923		1,132,321		893,635
Rest of World		18,781		13,594		15,882
Total revenue	$	1,301,704	$	1,145,915	$	909,517

	●	worker safety standards;

	●	protection of the environment and natural resources;

	●	storage, handling, transportation, use and disposal of hazardous materials; and

	●	mobilization of our equipment to, and operations conducted at, our work sites.

	●	identifying risks to health and safety and implementing measures to control risk to an acceptable level;

	●	periodically setting and publishing specific health and safety targets in consultation with employees and monitoring progress towards achieving such targets;

	●	providing appropriate financial and physical resources to implement our health and safety targets;

	●	recognizing that management of health and safety is a prime responsibility of line management;

	●	devoting sufficient resources to ensure environmentally friendly performance;

	●	encouraging full commitment of employees, by involving and consulting them on HSE matters;

	●	ensuring employees receive appropriate information and training;

	●	periodic reviewing and auditing our health and safety system to ensure its adequacy and effectiveness; and defining internal standards on HSE reporting, service quality reporting, injury and loss prevention, mechanical lifting, driving and journey management, hazard effects and management plan, environmental management, and audit and training.

	As of December 31,
	2024		2023		2022

Rig count:
MENA		374		379		358
Rest of World – outside of North America		535		576		542
Total International Rig Count		909		955		900

Brent Crude (per barrel)	$	74.58	$	77.69	$	82.82

	Year ended
Description	December 31, 2024			December 31, 2023

Revenues	$	1,301,704		$	1,145,915
Cost of services		(1,093,031	)		(997,265	)
Gross profit		208,673			148,650
Selling, general and administrative expenses (excluding Amortization)		(52,195	)		(49,173	)
Amortization		(18,774	)		(18,774	)
Operating income		137,704			80,703
Interest expense, net		(39,881	)		(45,826	)
Other (expense) / income, net		(2,325	)		(5,031	)
Income before income tax		95,498			29,846
Income tax expense		(19,188	)		(17,266	)
Net income	$	76,310		$	12,580

	Year ended
Description	December 31, 2023			December 31, 2022

Revenues	$	1,145,915		$	909,517
Cost of services		(997,265	)		(844,039	)
Gross profit		148,650			65,478
Selling, general and administrative expenses (excluding Amortization)		(49,173	)		(47,530	)
Amortization		(18,774	)		(18,865	)
Operating income / (loss)		80,703			(917	)
Interest expense, net		(45,826	)		(34,126	)
Other (expense) / income, net		(5,031	)		5,242
Income / (Loss) before income tax		29,846			(29,801	)
Income tax expense		(17,266	)		(6,619	)
Net income / (loss)	$	12,580		$	(36,420	)

	(In US$ thousands)
	Year ended
	December 31, 2024			December 31, 2023			December 31, 2022

Cash provided by (used in):
Operating Activities	$	229,329		$	176,959		$	92,576
Investing Activities		(111,134	)		(83,463	)		(146,708	)
Financing Activities		(78,060	)		(104,528	)		(72,795	)
Effect of exchange rate changes on cash		-			-			8
Net change in cash and cash equivalents	$	40,135		$	(11,032	)	$	(126,919	)

Payments Due by Period
(In thousands)		Total	Less than 1 year	1 – 3 years	3 – 5 years	More than 5 years

Principal payments for long-term debt⁽¹⁾	$	326,735	68,735	258,000	-	-
Principal and interest payments for short-term debt ⁽²⁾		61,983	61,983	-	-	-
Estimated interest payments for long-term debt ⁽³⁾		52,633	23,355	29,278	-	-
Operating leases ⁽⁴⁾		49,545	6,148	6,613	5,484	31,300
Finance leases ⁽⁵⁾		5,567	-	5,567	-	-
Seller-provided installment financing for capital expenditures ⁽⁶⁾		1,297	1,297	-	-	-
Contractual commitments for capital expenditures ⁽⁷⁾		33,600	33,600	-	-	-
Employees’ end of service benefits ⁽⁸⁾		61,320	7,874	12,844	12,393	28,209
Total	$	592,680	202,992	312,302	17,877	59,509

	Excess (deficit) of Implied Fair Value over (under) Carrying Value
	Production Services		Drilling and Evaluation

Base case	$	398,165	$	425,883
Revenue growth lower by 10%		105,068		53,002
Earnings before interest, taxes, depreciation, and amortization lower by 10%		181,761		279,769
Capital expenditures higher by 10% with no impact to revenue		357,210		401,414
Discount rate higher by 165 basis points		320,270		370,706

	●	where the deferred tax liability arises on the initial recognition of goodwill;

	●	where the deferred tax liability arises on the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss; and

	●	In respect of taxable temporary differences associated with investments in subsidiaries and associates and interests in joint arrangements, where we are able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.