8-K/A - XPRO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 1, 2021

Expro Group Holdings N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	001-36053	98-1107145
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)
1311 Broadfield Blvd., Suite 400<br><br> <br>Houston , TX		77084
(Address of principal executive offices)		(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is being filed by Expro Group Holdings N.V. (formerly known as “Frank’s International N.V.”), a public company organized under the laws of the Netherlands (the “Company”), to amend and supplement its Current Report on Form 8-K (the “Prior 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2021, in connection with the completion of the merger among the Company, Expro Group Holdings International Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Legacy Expro”), and New Eagle Holdings Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of the Company (“Merger Sub”), in accordance with the terms of the Agreement and Plan of Merger dated as of March 10, 2021 (the “Merger Agreement”) by and among the Company, Legacy Expro, and Merger Sub. Pursuant to the Merger Agreement, Legacy Expro merged with and into Merger Sub, with Merger Sub continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”).

The Company is filing this Amendment solely to supplement Item 9.01 of the Prior 8-K to include (i) the historical financial statements of Legacy Expro described below and (ii) the pro forma financial information described below. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Prior 8-K. Although Legacy Expro is now a direct subsidiary of the Company, for accounting purposes the Merger is treated as a “reverse acquisition” and Legacy Expro is considered the accounting acquirer. Accordingly, as of the closing of the Merger, Legacy Expro’s historical results of operations replaced the Company’s historical results of operations for all periods prior to the Merger and, for all periods following the Merger, the results of operations of both companies will be included in the Company’s financial statements. However, the historical financial statements of Legacy Expro filed with this Amendment relate to a pre-Merger closing period, and therefore all such information presented relates to Legacy Expro on a standalone basis and not to the Company.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Legacy Expro as of December 31, 2018, for the period from January 1, 2018 through January 31, 2018 (Predecessor) and for the period from February 1, 2018 through December 31, 2018 (Successor) and the Report of Independent Auditors issued by Ernst & Young LLP are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

The audited consolidated financial statements of Legacy Expro as of and for the year ended December 31, 2019 and the Report of Independent Registered Public Accounting Firm issued by Ernst & Young LLP are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

The audited consolidated financial statements of Legacy Expro as of and for the year ended December 31, 2020 and the Report of Independent Registered Public Accounting Firm issued by Deloitte & Touche LLP are filed as Exhibit 99.3 hereto and are incorporated herein by reference.

The unaudited condensed consolidated interim financial statements of Legacy Expro as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 as well as the unaudited condensed consolidated interim financial statements of Legacy Expro as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020, are filed herewith and attached hereto as Exhibit 99.4 and Exhibit 99.5, respectively, and are incorporated herein by reference.

(b)	Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements as of September 30, 2021, for the nine months ended September 30, 2021 and for the year ended December 31, 2020, are filed herewith and attached hereto as Exhibit 99.6, and are incorporated herein by reference.

(c)	Exhibits.
Exhibit No.	Description
---	---
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm for Legacy Expro.
23.2	Consent of Ernst & Young LLP, independent registered public accounting firm for Legacy Expro.
23.3	Consent of Ernst & Young LLP, independent auditors for Legacy Expro.
99.1	Audited consolidated financial statements of Legacy Expro as of December 31, 2018, for the period from January 1, 2018 through January 31, 2018 (Predecessor) and for the period from February 1, 2018 through December 31, 2018 (Successor) (incorporated by reference from the Company’s proxy statement/prospectus, dated August 5, 2021, filed by the Company with the SEC on August 6, 2021).
99.2	Audited consolidated financial statements of Legacy Expro as of and for the year ended December 31, 2019 (incorporated by reference from the Company's proxy statement/prospectus, dated August 5, 2021, filed by the Company with the SEC on August 6, 2021).
99.3	Audited consolidated financial statements of Legacy Expro as of and for the year ended December 31, 2020 (incorporated by reference from the Company's proxy statement/prospectus, dated August 5, 2021, filed by the Company with the SEC on August 6, 2021).
99.4	Unaudited condensed consolidated interim financial statements of Legacy Expro as of June 30, 2021 and for the six months ended June 30, 2021 and 2020.
99.5	Unaudited condensed consolidated interim financial statements of Legacy Expro as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020.
99.6	Unaudited pro forma condensed combined financial statements as of September 30, 2021, for the nine months ended September 30, 2021 and for the year ended December 31, 2020.
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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 hereunto duly authorized.

	EXPRO GROUP HOLDINGS N.V.
Date: December 9, 2021	By:	/s/ Quinn P. Fanning
		Name: Quinn P. Fanning
		Title: Chief Financial Officer

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-190607 on Form S-8 and Registration Statement No. 333-260033 on Form S-8 of Expro Group Holdings N.V. of our report dated March 26, 2021, relating to the financial statements of Expro Group Holdings International Limited, appearing in this Current Report on Form 8-K/A dated December 9, 2021.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

December 9, 2021

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Forms S-8 Nos. 333-190607 and 333-260033) of Expro Group Holdings N.V. (formerly Frank’s International N.V.) of our report dated March 17, 2020 (except Notes 2 and 5, as to which the date is March 26, 2021), with respect to the consolidated financial statements of Expro Group Holdings International Limited as of December 31, 2019 and for the year then ended, incorporated by reference from Expro Group Holdings N.V.’s proxy statement/prospectus, dated August 5, 2021, filed with the SEC on August 6, 2021, in this Current Report on Form 8-K/A (Amendment No. 1) of Expro Group Holdings N.V.

/s/ Ernst & Young LLP

Reading, United Kingdom

December 9, 2021

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Exhibit 23.3

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements (Forms S-8 Nos. 333-190607 and 333-260033) of Expro Group Holdings N.V. (formerly Frank’s International N.V.) of our report dated March 17, 2020 (except Notes 4, 5 and 18, as to which the date is June 4, 2021), with respect to the consolidated financial statements of Expro Group Holdings International Limited as of December 31, 2018 and for the period from February 1, 2018 through December 31, 2018 (Successor), and for the period from January 1, 2018 through January 31, 2018 (Predecessor), incorporated by reference from Expro Group Holdings N.V.’s proxy statement/prospectus, dated August 5, 2021, filed with the SEC on August 6, 2021, in this Current Report on Form 8-K/A (Amendment No. 1) of Expro Group Holdings N.V.

/s/ Ernst & Young LLP

Reading, United Kingdom

December 9, 2021

ex_313749.htm

Exhibit 99.4

Expro Group Holdings International Limited

Unaudited Condensed Consolidated Financial Statements

As of June 30, 2021 and December 31, 2020 and

for the Three and Six Months Ended June 30, 2021 and 2020

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

TABLE OF CONTENTS

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2021 AND DECEMBER 31, 2020 AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020:
Condensed Consolidated Statements of Operations (Unaudited)	1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)	2
Condensed Consolidated Balance Sheets (Unaudited)	3
Condensed Consolidated Statements of Cash Flows (Unaudited)	4
Condensed Consolidated Statement of Stockholders’ Equity (Unaudited)	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Total revenue	$	176,251		$	165,130		$	332,546		$	371,830
Operating costs and expenses:	****	****	****	****	****	****	****	****	****	****	****	****
Cost of revenue		(174,008	)		(162,854	)		(338,738	)		(370,636	)
General and administrative		(6,297	)		(6,802	)		(13,035	)		(11,178	)
Impairment charges		-			-			-			(275,594	)
Merger and integration costs		(4,703	)		-			(9,526	)		-
Severance and other charges		(1,637	)		(4,803	)		(2,192	)		(5,863	)
Total operating cost and expenses		(186,645	)		(174,459	)		(363,491	)		(663,271	)
Operating loss		(10,394	)		(9,329	)		(30,945	)		(291,441	)
Other income (expenses), net		387			(380	)		626			(1,279	)
Interest and finance (charges) income, net		(1,604	)		(409	)		(3,231	)		3,244
Loss before taxes and equity in income of joint ventures		(11,611	)		(10,118	)		(33,550	)		(289,476	)
Equity in income of joint ventures		3,957			2,156			8,049			6,607
Loss before income taxes		(7,654	)		(7,962	)		(25,501	)		(282,869	)
Income tax (expenses) benefit		(727	)		(5,377	)		(3,272	)		4,360
Net loss	$	(8,381	)	$	(13,339	)	$	(28,773	)	$	(278,509	)
Loss per common share:	****	****	****	****	****	****	****	****	****	****	****	****
Basic and diluted	$	(0.14	)	$	(0.23	)	$	(0.49	)	$	(4.76	)
Weighted average common shares outstanding:	****	****	****	****	****	****	****	****	****	****	****	****
Basic and diluted		58,489,895			58,489,895			58,489,895			58,489,895

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

Expro Group Holdings International Limited

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net loss	$	(8,381	)	$	(13,339	)	$	(28,773	)	$	(278,509	)
Other comprehensive loss:	****	****	****	****	****	****	****	****	****	****	****	****
Amortization of prior service credit		(61	)		-			(122	)		-
Other comprehensive loss		(61	)		-			(122	)		-
Comprehensive loss	$	(8,442	)	$	(13,339	)	$	(28,895	)	$	(278,509	)

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

Expro Group Holdings International Limited

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)

			December 31,
			2020
Assets	****	****	****	****	****
Current assets	****	****	****	****	****
Cash and cash equivalents	82,380		$	116,924
Restricted cash	1,927			3,785
Accounts receivable, net	231,367			193,600
Inventories, net	62,015			53,359
Income tax receivables	19,599			20,327
Other current assets	35,682			39,957
Total current assets	432,970			427,952
Property, plant and equipment, net	285,863			294,723
Investments in joint ventures	53,132			45,088
Intangible assets, net	162,120			173,168
Goodwill	25,504			25,504
Operating lease right-of-use assets	59,594			57,247
Non-current accounts receivable, net	10,519			11,321
Other non-current assets	5,539			4,748
Total assets	1,035,241		$	1,039,751
Liabilities and stockholders’ equity	****	****	****	****	****
Current liabilities	****	****	****	****	****
Accounts payable and accrued liabilities	147,491		$	136,242
Income tax liabilities	15,410			13,657
Finance lease liabilities	1,207			1,220
Operating lease liabilities	14,447			14,057
Other current liabilities	74,526			59,043
Total current liabilities	253,081			224,219
Deferred tax liabilities, net	24,353			26,817
Post-retirement benefits	56,039			57,946
Non-current finance lease liabilities	16,522			16,974
Non-current operating lease liabilities	59,116			58,585
Other non-current liabilities	43,041			43,226
Total liabilities	452,152			427,767
Commitments and contingencies (Note 17)	****	****	****	****	****
Stockholders’ equity:	****	****	****	****	****
Common stock, ordinary 0.01 shares, par value 0.01 per share issued 58,489,895 at June 30, 2021 and December 31, 2020	585			585
Warrants	10,530			10,530
Additional paid-in capital	1,006,100			1,006,100
Accumulated other comprehensive loss	(1,616	)		(1,494	)
Accumulated deficit	(432,510	)		(403,737	)
Total stockholders’ equity	583,089			611,984
Total liabilities and stockholders’ equity	1,035,241		$	1,039,751

All values are in US Dollars.

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

Expro Group Holdings International Limited

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six Months Ended June 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(28,773	)	$	(278,509	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment charges		-			275,594
Depreciation and amortization		54,149			57,286
Equity in income of joint ventures		(8,049	)		(6,607	)
Elimination of unrealized profit on sales to joint ventures		5			1,136
Deferred tax credit		(2,463	)		(15,355	)
Unrealized foreign exchange loss (gain)		1,148			(1,811	)
Changes in assets and liabilities:
Accounts receivable, net		(38,756	)		9,974
Inventories, net		(8,656	)		556
Other assets		3,442			(3,056	)
Accounts payable and accrued liabilities		15,146			(12,317	)
Other liabilities		16,122			3,160
Income taxes, net		1,657			(1,435	)
Other, net		(2,577	)		(5,523	)
Dividends received from joint ventures		-			72
Net cash provided by operating activities		2,395			23,165
Cash flows from investing activities:	****	****	****	****	****	****
Capital expenditures		(37,644	)		(58,942	)
Net cash used in investing activities		(37,644	)		(58,942	)
Cash flows from financing activities:	****	****	****	****	****	****
Release of collateral deposits		42			1,596
Payments of debt issuance and other transaction costs		(438	)		(28	)
Repayments of finance leases		(584	)		(750	)
Net cash (used in) provided by financing activities		(980	)		818
Effect of exchange rate changes on cash and cash equivalents		(173	)		(1,653	)
Net decrease to cash and cash equivalents and restricted cash		(36,402	)		(36,612	)
Cash and cash equivalents and restricted cash at beginning of year		120,709			147,085
Cash and cash equivalents and restricted cash at end of period	$	84,307		$	110,473
Supplemental disclosure of cash flow information:	****	****	****	****	****	****
Cash paid for income taxes net of refunds	$	(4,079	)	$	(12,432	)
Cash paid for interest, net	$	(1,997	)	$	(1,299	)
Change in accounts payable and accrued expenses related to capital expenditures	$	(3,265	)	$	(13	)

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

Expro Group Holdings International Limited

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands)

	Three Months Ended June 30, 2021
	Common<br><br> <br>Stock		Warrants		Additional<br><br> <br>paid-in<br><br> <br>capital		Accumulated<br><br> <br>Other<br><br> <br>comprehensive<br><br> <br>Loss			Accumulated<br><br> <br>Deficit			Total<br><br> <br>Stockholder’s<br><br> <br>Equity
Balance at April 1, 2021	$	585	$	10,530	$	1,006,100	$	(1,555	)	$	(424,129	)	$	591,531
Comprehensive loss:
Net loss		-		-		-		-			(8,381	)		(8,381	)
Other comprehensive loss		-		-		-		(61	)		-			(61	)
Balance at June 30, 2021	$	585	$	10,530	$	1,006,100	$	(1,616	)	$	(432,510	)	$	583,089
	Three Months Ended June 30, 2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common<br><br> <br>Stock		Warrants		Additional<br><br> <br>paid-in<br><br> <br>capital		Accumulated<br><br> <br>Other<br><br> <br>comprehensive<br><br> <br>Loss		Accumulated<br><br> <br>deficit			Total<br><br> <br>Stockholder’s<br><br> <br>Equity
Balance at April 1, 2020	$	585	$	10,530	$	1,006,100	$	3,174	$	(361,009	)	$	659,380
Comprehensive loss:
Net loss		-		-		-		-		(13,339	)		(13,339	)
Other comprehensive loss		-		-		-		-		-			-
Balance at June 30, 2020	$	585	$	10,530	$	1,006,100	$	3,174	$	(374,348	)	$	646,041
	Six Months Ended June 30, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common<br><br> <br>Stock		Warrants		Additional<br><br> <br>paid-in<br><br> <br>capital		Accumulated<br><br> <br>Other<br><br> <br>comprehensive<br><br> <br>Loss			Accumulated<br><br> <br>Deficit			Total<br><br> <br>Stockholder’s<br><br> <br>Equity
Balance at January 1, 2021	$	585	$	10,530	$	1,006,100	$	(1,494	)	$	(403,737	)	$	611,984
Comprehensive loss:
Net loss		-		-		-		-			(28,773	)		(28,773	)
Other comprehensive loss		-		-		-		(122	)		-			(122	)
Balance at June 30, 2021	$	585	$	10,530	$	1,006,100	$	(1,616	)	$	(432,510	)	$	583,089
	Six Months Ended June 30, 2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common<br><br> <br>Stock		Warrants		Additional<br><br> <br>paid-in<br><br> <br>capital		Accumulated<br><br> <br>Other<br><br> <br>comprehensive<br><br> <br>Loss		Accumulated<br><br> <br>deficit			Total<br><br> <br>Stockholder’s<br><br> <br>Equity
Balance at January 1, 2020	$	585	$	10,530	$	1,006,100	$	3,174	$	(95,839	)	$	924,550
Comprehensive loss:
Net loss		-		-		-		-		(278,509	)		(278,509	)
Other comprehensive loss		-		-		-		-		-			-
Balance at June 30, 2020	$	585	$	10,530	$	1,006,100	$	3,174	$	(374,348	)	$	646,041

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

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

1.	Business description

Expro Group Holdings International Limited (the “Company” or “EGHIL”) and our consolidated subsidiaries (collectively referred to as “We”, “Expro” or the “Group”), provide services and products that measure, improve, control and process flow from oil and gas wells, from exploration and appraisal through field production optimization and enhancement and field abandonment.

EGHIL is a limited company incorporated in the Cayman Islands with its registered office situated in the Cayman Islands.

On March 11, 2021, the Company announced that it had entered into a definitive agreement to merge with Frank’s International N.V.(“Frank’s”), a leading provider of tubular running services, tubular products and offerings and cementing solutions. The merger is subject to shareholder approval of both parties, regulatory approval and to other customary closing conditions. The transaction is expected to close in the third quarter of 2021. It is expected that the proposed merger would be accounted for using acquisition method of accounting with Expro being identified as the accounting acquirer. During the three and six months ended June 30, 2021, the Company has incurred $4.7 million and $9.5 million, respectively of merger and integration costs, which consist primarily of legal fees, professional fees, integration and other costs with respect to the proposed merger, which is included in “Merger and integration costs” in the unaudited condensed consolidated statements of operations. No such costs were incurred for the three and six months ended June 30, 2020.

2.	Basis of preparation and significant accounting policies

Basis of preparation

The unaudited condensed consolidated financial statements reflect the accounts of EGHIL and all of its subsidiaries. All intercompany balances and transactions, including unrealized profits arising from them, have been eliminated for purposes of preparing these unaudited condensed consolidated financial statements. Investments in which we do not have a controlling interest, but over which we do exercise significant influence, are accounted for under the equity method of accounting.

The accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim consolidated financial information. Accordingly, these unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in our Annual Report.

In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position as of June 30, 2021 and the results of our operations and cash flows for the three and six months ended June 30, 2021 and 2020. Such adjustments are of a normal recurring nature. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or for any other period.

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

Significant accounting policies

Refer to “Note 2 Basis of preparation and significant accounting policies” of our consolidated financial statements as of and for the year ended December 31, 2020 for discussion of our significant accounting policies. There have been no material changes in our significant accounting policies as compared to the significant accounting policies described in our consolidated financial statements as of and for the year ended December 31, 2020.

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

2.	Basis of preparation and significant accounting policies (continued)

Recent accounting pronouncements

We have adopted the following accounting standards updates (“ASUs”) as of January 1, 2021 with no material impact on our unaudited condensed consolidated financial statements or disclosures:

●	ASU 2021-03, 'Intangibles—Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events
●	ASU 2021-01, Reference Rate Reform (Topic 848);
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●	ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans;
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●	ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes;
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●	ASU 2020-01, Clarifying the interactions between Topic 321, Topic 323, and Topic 815;
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●	ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs;
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●	ASU 2020-10, Codification Improvements.
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3.	Impairment charges
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The following table presents total amount of impairment charges recognized during the three and six months ended June 30, 2021 and 2020 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Property, plant and equipment, net	$	-	$	-	$	-	$	8,332
Operating lease right-of-use assets		-		-		-		14,975
Intangible assets, net		-		-		-		60,394
Goodwill		-		-		-		191,893
Total	$	-	$	-	$	-	$	275,594

Goodwill

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

As of June 30, 2021 we did not identify any trigerring events that would represent an indicator of impairment of our goodwill. Accordingly, no impairment charges related to goodwill have been recorded during the three and six months ended June 30, 2021.

During the three months ended June 30, 2020, we did not identify any trigerring events that would represent an indicator of impairment of our goodwill. Accordingly, no impairment charges related to goodwill were recorded during the three months ended June 30, 2020. However, during the six months ended June 30, 2020 the Group observed a material increase in macro-economic uncertainty and a material decrease in oil and gas prices as a result of a combination of factors, including the substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the Organization of Petroleum Exporting Countries and other oil producing nations (OPEC+) regarding limits on production. As a result, customers significantly decreased capital budgets and other spending, which significantly impacted our global outlook for the energy services industry. We determined that these events constituted a triggering event that required us to perform a quantitative goodwill impairment assessment as of March 31, 2020 (“testing date”) and to review the recoverability of all our long-lived assets.

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

3.	Impairment charges (continued)

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

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

Our interim quantitative impairment test in 2020 determined the carrying value of certain of our reporting units exceeded their estimated fair value as of the testing date, which resulted in goodwill impairment charges of $191.9 million.

Long-lived Assets

No impairment charges of our long-lived assets were recorded during the three and six months ended June 30, 2021. No impairment charges were recorded during the three months ended June 30, 2020, however, during the six months ended June 30, 2020, we identified certain of our long-lived assets which exceeded their respective fair values and certain of our long-lived assets which were deemed to be no longer useable and as a result, we recorded impairment charges of $8.3 million, $15.0 million and $60.4 million relating to our property, plant and equipment, operating lease right-of-use assets and intangible assets, respectively.

4.	Business segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s Chief Operating Decision Maker (“CODM”), which is our Chief Executive Officer, in deciding how to allocate resources and assess performance. Our CODM manages our operational segments that are aligned with our geographical regions as below:

●	Europe and Sub-Saharan Africa (“ESSA”)
●	Asia (“ASIA”)
---	---
●	Middle East and North Africa (“MENA”) and
---	---
●	North and Latin America (“NLA”).
---	---

Each of these operational segments include a range of solutions which are provided across three main areas of capabilities:

Well testing and appraisal services

Services used for the safe production, measurement and sampling of hydrocarbons from a well during either exploration and appraisal testing of a new field, the flowback and clean-up of a new well prior to production or inline testing of a well during its producing life. Well testing typically involves the measurement of production rates, the recording of transient pressure data from the reservoir and the sampling of reservoir fluids. By analyzing this information, it is possible for the customer to estimate hydrocarbon reserves and determine rock properties, reservoir size and connectivity.

Subsea, completion and intervention services

A well completion consists of providing the in well tubulars and equipment needed for the safe production of hydrocarbons from the reservoir to surface production facilities. Completion services are required to install the completion string in the well and subsea completion landing strings facilitate this for subsea wells. We also provide wireline intervention services to subsequently service and monitor the performance of the well.

Production services

Production systems are used to provide a safe and efficient means of processing produced oil, gas and water. Solids control equipment is used to remove sand or debris from the well, followed by a separation system to split the three different well streams. Gas is usually separated from the well stream for either consumption, sale, flaring or reinjection into the well or reservoir. Water is typically separated, treated and either disposed of overboard or re-injected into the reservoir for pressure maintenance. Oil is typically separated, treated as necessary, and pumped to storage facilities or an export pipeline. We can provide a range of production packages, onshore and offshore, for early production or for production enhancement.

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

4.	Business segment reporting (continued)

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
ESSA	$	65,177	$	53,185	$	118,807	$	125,469
ASIA		37,959		36,980		69,106		71,534
MENA		42,485		48,766		83,640		103,697
NLA		30,630		26,199		60,993		71,130
Total	$	176,251	$	165,130	$	332,546	$	371,830

Trading EBITDA

Our CODM regularly evaluates the performance of our operating segments using Trading EBITDA, which we define as loss before income taxes adjusted for interest and finance (charges) income, merger and integration costs, other income (expenses), severance and other charges, impairment charges, depreciation and amortization, equity in income of joint ventures and corporate costs.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
ESSA	$	10,315		$	9,398		$	15,681		$	19,419
ASIA		8,317			9,193			13,483			15,575
MENA		14,079			21,511			29,137			43,126
NLA		3,355			(1,330	)		5,783			2,790
Total Trading EBITDA		36,066			38,772			64,084			80,910
Corporate costs		(13,730	)		(16,304	)		(29,162	)		(33,608	)
Equity in income of joint ventures		3,957			2,156			8,049			6,607
Depreciation and amortization		(26,390	)		(26,994	)		(54,149	)		(57,286	)
Impairment charges		-			-			-			(275,594	)
Severance and other charges		(1,637	)		(4,803	)		(2,192	)		(5,863	)
Merger and integration costs		(4,703	)		-			(9,526	)		-
Other income (expenses), net		387			(380	)		626			(1,279	)
Interest and finance (charges) income, net		(1,604	)		(409	)		(3,231	)		3,244
Loss before income taxes	$	(7,654	)	$	(7,962	)	$	(25,501	)	$	(282,869	)

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

5.	Revenue

Disaggregation of revenue

We disaggregate our revenue from contracts with customers by geography, as disclosed in Note 4 above, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Additionally, we disaggregate our revenue into main areas of capabilities.

The following table sets forth the total amount of revenue by main area of capabilities as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Well testing and appraisal services	$	89,821	$	83,869	$	165,751	$	194,288
Subsea, completion and intervention services		66,286		65,363		129,625		144,560
Production services		20,144		15,898		37,170		32,982
Total	$	176,251	$	165,130	$	332,546	$	371,830

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

5.	Revenue (continued)

Contract balances

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

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

Contract balances consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):

	June 30,		December 31,
	2021		2020
Accounts receivable, net	$	186,274	$	159,421
Unbilled receivables	$	55,612	$	45,500
Deferred revenue	$	45,069	$	29,063

The Group recognized revenue during the three and six months ended June 30, 2021 of $3.2 million and $4.3 million, respectively, and for the three and six months ended June 30, 2020 of $0.9 million and $3.9 million, respectively, out of the deferred revenue balance as of the beginning of the applicable year.

Transaction price allocated to remaining performance obligations

Remaining performance obligations represent firm contracts for which work has not been performed or has been partially performed and future revenue recognition is expected. We have elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less and for our long-term contracts we have a right to consideration from customers in an amount that corresponds directly with the value to the customer of the performance completed to date.

6.	Severance and other charges

Due to the continued challenging environment in the energy services market, executive management approved a set of initiatives for the three and six months ended June 30, 2021 and 2020 intended to accelerate operating cost reductions and improve overall operating efficiency.

Severance and other charges incurred during the three and six months ended June 30, 2021 were $1.6 million and $2.2 million, respectively and charges for the three and six months ended June 30, 2020 were $4.8 million and 5.9 million respectively, and consists of severance benefits to terminated employees and other termination related costs including facility exit costs, substantially all of which was paid out by the end of June 30, 2021 and 2020.

7.	Income taxes

For interim financial reporting, we estimate the annual tax rate based on projected pre-tax loss before equity in income of joint ventures for the full year and record a quarterly income tax expense (benefit) in accordance with accounting guidance for income taxes. As the year progresses, we refine the estimate of the year’s pre-tax loss before equity in income of joint ventures 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 expense (benefit) during the quarter in which the change in estimate occurs so that the year-to-date expense reflects the most current expected annual tax rate.

Our effective tax rates were (6.3%) and (9.8%) for the three and six months ended June 30, 2021, respectively and were (53.2%) and 1.5% for the three and six months ended June 30, 2020, respectively.

The UK statutory rate for three and six months ended June 30, 2021 and 2020 was 19%. Our effective tax rate was impacted primarily by changes in taxable profits in certain jurisdictions and the reduction of deferred tax liabilities due to impairment of intangibles.

We have performed an analysis of uncertain tax positions in the various jurisdictions in which we operate and concluded that we are adequately provided. Our provision for uncertain tax positions as of June 30, 2021 and December 31, 2020 included in “Other non-current liabilities” on the consolidated balance sheets was $34.6 million and $35.4 million, respectively.

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

8.	Investment in joint ventures

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

The carrying value of our investment in joint ventures as of June 30, 2021 and December 31, 2020 was as follows (in thousands):

	June 30,		December 31,
	2021		2020
CETS	$	49,634	$	41,504
PVD-Expro		3,498		3,584
Total	$	53,132	$	45,088
9.	Accounts receivable, net
---	---

Accounts receivable, net consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):

	June 30,			December 31,
	2021			2020
Accounts receivable	$	253,846		$	215,750
Allowance for doubtful accounts and expected credit losses		(11,960	)		(10,829	)
Total	$	241,886		$	204,921
Current		231,367			193,600
Non – current		10,519			11,321
Total	$	241,886		$	204,921
10.	Inventories, net
---	---

Inventories, net consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):

	June 30,		December 31,
	2021		2020
Raw materials, net	$	687	$	531
Equipment, spares and consumables, net		40,945		42,464
Work-in progress		20,383		10,364
Total	$	62,015	$	53,359
11.	Other current assets and liabilities
---	---

Other current assets consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):

	June 30,		December 31,
	2021		2020
Prepayments	$	13,500	$	16,083
Value added tax receivables		18,064		19,213
Collateral deposits		1,719		1,761
Other		2,399		2,900
Total	$	35,682	$	39,957

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

11.	Other current assets and liabilities (continued)

Other current liabilities consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):

	June 30,		December 31,
	2021		2020
Deferred revenue	$	45,069	$	29,063
Other tax and social security		15,284		15,707
Other		14,173		14,273
Total	$	74,526	$	59,043
12.	Accounts payable and accrued liabilities
---	---

Accounts payable and accrued liabilities consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):

	June 30,		December 31,
	2021		2020
Accounts payable – trade	$	69,841	$	63,855
Payroll, vacation and other employee benefits		22,493		22,345
Accruals for goods received not invoiced		8,867		6,655
Other accrued liabilities		46,290		43,387
Total	$	147,491	$	136,242
13.	Property, plant and equipment, net
---	---

Property, plant and equipment, net consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands):

	June 30,			December 31,
	2021			2020
Cost:
Land	$	3,379		$	3,379
Buildings and lease hold improvements		30,525			30,513
Plant and equipment		550,355			519,866
Total		584,259			553,758
Less: accumulated depreciation		(298,396	)		(259,035	)
Total	$	285,863		$	294,723

Depreciation expense relating to property, plant and equipment, including assets under finance leases, was $19.9 million and $41.3 million for the three and six months ended June 30, 2021, respectively, out of which $19.8 million and $41.1 million for the three and six months ended June 30, 2021, respectively is included in “Cost of revenue” additionally, $0.1 and $0.2 million for the three and six months ended June 30, 2021 is included in “General and administrative” in the unaudited condensed consolidated statements of operations.

Depreciation expense relating to property, plant and equipment, including assets under finance leases, was $20.8 million and $43.0 million for the three and six months ended June 30, 2020, respectively, out of which $20.7 million and $42.8 million for the three and six months ended June 30, 2020, respectively is included in “Cost of revenue” additionally, $0.1 and $0.2 million for the three and six months ended June 30, 2020 is included in “General and administrative” in the unaudited condensed consolidated statements of operations.

The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of June 30, 2021 and December 31, 2020 and included in amounts above is as follows (in thousands):

	June 30,			December 31,
	2021			2020
Cost:
Buildings	$	18,622		$	18,932
Plant and equipment		1,320			1,520
Total		19,942			20,452
Less: accumulated amortization		(6,846	)		(6,674	)
Total	$	13,096		$	13,778

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

13.	Property, plant and equipment, net (continued)

No impairment charges were recognized for the three and six months ended June 30, 2021. No impairment charges were recorded for the three months ended June 30, 2020, however, we recognized impairment charges of $8.3 million for the six months ended June 30, 2020, which is included in “Impairment charges” in our unaudited condensed consolidated statement of operations. Refer to Note 3 Impairment charges for further details.

14.	Intangible assets, net

The following table summarizes our intangible assets as of June 30, 2021 and December 31, 2020 (in thousands):

	June 30, 2021							December 31, 2020
	Gross<br><br> <br>carrying<br><br> <br>amount		Accumulated impairment<br><br> <br>and<br><br> <br>amortization			Net book<br><br> <br>value		Gross<br><br> <br>carrying<br><br> <br>amount		Accumulated impairment<br><br> <br>and<br><br> <br>amortization			Net book<br><br> <br>value		Weighted average remaining<br><br> <br>life (years)
Customer relationships and contracts	$	215,200	$	(88,471	)	$	126,729	$	215,200	$	(78,846	)	$	136,354		6.6
Trademarks		40,100		(28,052	)		12,048		40,100		(27,137	)		12,963		6.6
Technology		79,538		(58,141	)		21,397		79,538		(56,635	)		22,903		7.3
Software		9,240		(7,294	)		1,946		7,387		(6,439	)		948		1.0
Total	$	344,078	$	(181,958	)	$	162,120	$	342,225	$	(169,057	)	$	173,168		6.6

Amortization expense for intangible assets was $6.4 million and $12.9 million for the three and six months ended June 30, 2021, respectively and $6.1 million and $14.2 million for the three and six months ended June 30, 2020, respectively, which is included in “Cost of revenue” in the unaudited condensed consolidated statements of operations.

No impairment charges were recognized for the three and six months ended June 30, 2021. No impairment charges were recorded for the three months ended June 30, 2020, however, we recognized impairment charges of $60.4 million for the six months ended June 30, 2020, which is included in “Impairment charges” in our unaudited condensed consolidated statement of operations. Refer to Note 3 Impairment charges for further details.

The following table summarizes impairment charges by geographic segment for the six months ended June 30, 2020 (in thousands):

	Customer<br><br> <br>relationships<br><br> <br>and<br><br> <br>contracts		Technology		Trademarks		Total
ESSA	$	-	$	6,909	$	4,070	$	10,979
ASIA		-		7,100		-		7,100
NLA		10,262		20,616		11,437		42,315
Total	$	10,262	$	34,625	$	15,507	$	60,394
15.	Goodwill
---	---

Our reporting units are either our operating segments or components of our operating segments depending on the level at which segment management oversees the business. Our reporting units include Europe and the Commonwealth of Independent States (“ECIS”), Sub-Saharan Africa (“SSA”), MENA, ASIA, North America (“NAM”) and Latin America (“LATAM”).

The allocation of goodwill by reporting segment as of June 30, 2021 and December 31, 2020 is as follows (in thousands):

ESSA	$	14,504
ASIA		11,000
Total	$	25,504

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

15.	Goodwill (continued)

The following table provides the gross carrying amount and cumulative impairment charges of goodwill for each reportable segment as of June 30, 2021 and December 31, 2020 (in thousands):

	Cost		Accumulated<br><br> <br>impairment			Net Book Value
ESSA	$	28,982	$	(14,478	)	$	14,504
ASIA		51,113		(40,113	)		11,000
MENA		126,383		(126,383	)		-
NLA		37,341		(37,341	)		-
Total	$	243,819	$	(218,315	)	$	25,504

No impairment charges were recognized for the three and six months ended June 30, 2021. No impairment charges were recorded for the three months ended June 30, 2020, however, we recognized impairment charges of $191.9 million for the six months ended June 30, 2020, which is included in “Impairment charges” in our unaudited condensed consolidated statement of operations. Refer to Note 3 Impairment charges for further details.

The following table summarizes the impairment charges by reporting segment for the six months ended June 30, 2020 (in thousands):

ASIA	$	40,113
MENA		126,383
NLA		25,397
Total	$	191,893
16.	Interest bearing loans
---	---

On December 20, 2018, we entered into a Revolving Credit Facility (“RCF”) with an aggregate commitment of $150.0 million with up to $100.0 million available for drawdowns as loans and up to $50 million for bonds and guarantees. The RCF bears interest at U.S. dollar LIBOR plus 3.75% and is secured by a fixed and floating charge on the assets including cash and cash equivalents, accounts receivables, inventories and property, plant and equipment of some of our fully owned subsidiaries as defined in the agreement. During 2020, the Group entered into an amended agreement, which extended the maturity date of the RCF to December 31, 2022.

On December 18, 2020, the Group agreed to a $12.5 million incremental facility, under the same RCF extended terms, bringing the aggregate commitment to $162.5 million with up to $100 million available for drawdowns as loan and up to $62.5 million for bonds and guarantee.

No drawdowns as loans have been made, however, as of June 30, 2021 and December 31, 2020, we had utilized $19.5 million and $18.1 million, respectively, for bonds and guarantees.

17.	Commitments and Contingencies

Commercial Commitments

During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. We had entered into contractual commitments for the acquisition of property, plant and equipment totaling $15.4 million and $42.3 million as of June 30, 2021 and December 31, 2020, respectively.

Litigation

In the ordinary course of business, the Group is routinely involved in various pending or threatened litigation claims on disputes incidental to our business, which may or may not be covered by insurance. In our opinion, the Group’s ultimate liability, if any, with respect to these action legal claims, disputes or compliance reviews is not expected to have a material adverse effect on these unaudited condensed consolidated financial statements.

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

18.	Post-retirement benefits

Amounts recognized in the unaudited condensed consolidated statements of operations in respect of the defined benefit schemes were as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Service cost	$	-		$	(132	)	$	-		$	(332	)
Amortization of prior service credit		61			-			122			-
Interest cost		(840	)		(1,131	)		(1,677	)		(2,355	)
Expected return on plan assets		1,150			1,099			2,331			2,286
Total	$	371		$	(164	)	$	776		$	(401	)

The Group contributed $0.9 million and $1.8 million for the three and six months ended June 30, 2021 respectively and $0.8 million and $1.6 million for the three and six months ended June 30, 2020, respectively, to defined benefit schemes.

The service costs have primarily been included in “Cost of revenue” in the unaudited condensed consolidated statements of operations. Amortization of prior service credit, interest cost and expected return on plan assets have been recognized in “Other income, net” in the unaudited condensed consolidated statements of operations.

19.	Management incentive plan

Stock Based Compensation Plans

During October 2018, our Board approved the Expro Group Holdings International Limited 2018 Management Incentive Plan which comprises the stock based compensation plans (a) stock options to non-executive directors and key management personnel and (b) restricted stock units ("RSUs").

Due to the nature of the performance and exercise conditions, recognition of compensation cost for the options have been deferred until the occurrence of a liquidity event, as defined in the plan rules.

As of June 30, 2021, the total compensation cost related to non-vested awards not yet recognized is $49.2 million which would be recognized in the period when the occurrence of a Liquidity Event, as defined in the plan rules is deemed probable. As of June 30, 2021, a Liquidity Event has not been deemed probable and accordingly, no adjustments have been made for the unrecognized stock based compensation costs.

There has been no forfeiture of options during the three and six months ended June 30, 2021. There were no further grants or exercise of options or RSUs during the same period.

20.	Warrants

As of June 30, 2021 and December 31, 2020, the Company has outstanding warrants consisting of the following:

●	1,284,978 “A” Warrants which entitles its holders to common stock of up to 2% in the Group. The “A” Warrants are exercisable at a strike price of approximately $30.40 per share on the occurrence of certain specified events involving EGHIL and, if not exercised, expire 5 years from February 5, 2018 (“the Effective Date”).
●	4,497,414 “B” Warrants, which entitles its holders to common stock of up to 7% in the Group. The “B” Warrants are exercisable at a strike price of approximately $30.40 per share on the occurrence of certain specified events involving EGHIL and, if not exercised, expire 5 years from the Effective Date.
---	---

Expro Group Holdings International Limited

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

21.	Loss per share

Basic loss per share attributable to the Company stockholders is calculated by dividing net loss attributable to the Company by the weighted-average number of common shares outstanding for the period. Diluted loss per share attributable is computed giving effect to all potential dilutive common stock, unless there is a net loss for the period.

The calculation of basic and diluted loss per share attributable to the Company stockholder for the three and six months ended June 30, 2021 and 2020 respectively, are as follows (in thousands, except shares outstanding and per share amounts):

	Three Months Ended June, 30						Six Months Ended June, 30
	2021			2020			2021			2020
Net loss	$	(8,381	)	$	(13,339	)	$	(28,773	)	$	(278,509	)
Basic and diluted weighted average number of shares outstanding		58,489,895			58,489,895			58,489,895			58,489,895
Total basic and diluted loss per share	$	(0.14	)	$	(0.23	)	$	(0.49	)	$	(4.76	)

The conditions upon which shares are issuable for our outstanding warrants and stock options have not been satisfied as of June 30, 2021 and 2020, assuming the respective balance sheet date is the end of the contingency period. Accordingly, they have not been included in determining the number of anti-dilutive shares.

22.	Related party disclosures

Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we exert significant influence. During the three and six months ended June 30, 2021, we provided goods and services to related parties totaling $1.3 million and $4.0 million, during the three and six months ended June 30, 2020, we provided goods and services to related parties totaling $7.5 million and $12.3 million, respectively.

As of June 30, 2021 and December 31, 2020 amounts receivable from the related parties related to the sale of such good and services were $5.4 million and $7.2 million, respectively.

23.	Subsequent events

The Group has evaluated subsequent events through August 5, 2021, and has determined there are no events that require disclosure or recognition in these unaudited condensed consolidated financial statements.

ex_313750.htm

Exhibit 99.5

Expro Group Holdings International Limited

Unaudited Condensed Consolidated Financial Statements

As of September 30, 2021 and December 31, 2020 and

for the Three and Nine Months Ended September 30, 2021 and 2020

EXPRO GROUP HOLDINGS INTERNATIONAL LIMITED

TABLE OF CONTENTS

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020 AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020:
Condensed Consolidated Statements of Operations (Unaudited)	1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)	2
Condensed Consolidated Balance Sheets (Unaudited)	3
Condensed Consolidated Statements of Cash Flows (Unaudited)	4
Condensed Consolidated Statement of Stockholders’ Equity (Unaudited)	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Total revenue	$	197,547		$	149,006		$	530,093		$	520,836
Operating costs and expenses:	****	****	****	****	****	****	****	****	****	****	****	****
Cost of revenue		(189,510	)		(148,812	)		(528,248	)		(519,448	)
General and administrative		(6,199	)		(7,507	)		(19,234	)		(18,685	)
Impairment charges		-			(259	)		-			(275,853	)
Merger and integration costs		(9,617	)		-			(19,143	)		-
Severance and other charges		(3,905	)		(5,272	)		(6,097	)		(11,135	)
Total operating cost and expenses		(209,231	)		(161,850	)		(572,722	)		(825,121	)
Operating loss		(11,684	)		(12,844	)		(42,629	)		(304,285	)
Other income (expenses), net		685			2,261			1,311			982
Interest and finance income (charges), net		678			(4,573	)		(2,553	)		(1,329	)
Loss before taxes and equity in income of joint ventures		(10,321	)		(15,156	)		(43,871	)		(304,632	)
Equity in income of joint ventures		3,459			2,562			11,508			9,169
Loss before income taxes		(6,862	)		(12,594	)		(32,363	)		(295,463	)
Income tax (expenses) benefit		(5,051	)		(225	)		(8,323	)		4,135
Net loss	$	(11,913	)	$	(12,819	)	$	(40,686	)	$	(291,328	)
Loss per common share:	****	****	****	****	****	****	****	****	****	****	****	****
Basic and diluted	$	(0.20	)	$	(0.22	)	$	(0.70	)	$	(4.98	)
Weighted average common shares outstanding:	****	****	****	****	****	****	****	****	****	****	****	****
Basic and diluted		58,489,895			58,489,895			58,489,895			58,489,895

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

Expro Group Holdings International Limited

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net loss	$	(11,913	)	$	(12,819	)	$	(40,686	)	$	(291,328	)
Other comprehensive loss:	****	****	****	****	****	****	****	****	****	****	****	****
Amortization of prior service credit		(61	)		-			(183	)		-
Other comprehensive loss		(61	)		-			(183	)		-
Comprehensive loss	$	(11,974	)	$	(12,819	)	$	(40,869	)	$	(291,328	)

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

Expro Group Holdings International Limited

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)

			December 31,
			2020
Assets	****	****	****	****	****
Current assets	****	****	****	****	****
Cash and cash equivalents	64,849		$	116,924
Restricted cash	1,023			3,785
Accounts receivable, net	230,603			193,600
Inventories, net	53,857			53,359
Income tax receivables	18,288			20,327
Other current assets	35,719			39,957
Total current assets	404,339			427,952
Property, plant and equipment, net	280,172			294,723
Investments in joint ventures	55,555			45,088
Intangible assets, net	155,725			173,168
Goodwill	25,504			25,504
Operating lease right-of-use assets	59,430			57,247
Non-current accounts receivable, net	10,109			11,321
Other non-current assets	5,605			4,748
Total assets	996,439		$	1,039,751
Liabilities and stockholders’ equity	****	****	****	****	****
Current liabilities	****	****	****	****	****
Accounts payable and accrued liabilities	154,570		$	136,242
Income tax liabilities	9,648			13,657
Finance lease liabilities	1,120			1,220
Operating lease liabilities	12,734			14,057
Other current liabilities	50,267			59,043
Total current liabilities	228,339			224,219
Deferred tax liabilities, net	27,095			26,817
Post-retirement benefits	53,418			57,946
Non-current finance lease liabilities	16,056			16,974
Non-current operating lease liabilities	57,415			58,585
Other non-current liabilities	43,001			43,226
Total liabilities	425,324			427,767
Commitments and contingencies (Note 17)	****	****	****	****	****
Stockholders’ equity:	****	****	****	****	****
Common stock, ordinary 0.01 shares, par value 0.01 per share issued 58,489,895 at September 30, 2021 and December 31, 2020	585			585
Warrants	10,530			10,530
Additional paid-in capital	1,006,100			1,006,100
Accumulated other comprehensive loss	(1,677	)		(1,494	)
Accumulated deficit	(444,423	)		(403,737	)
Total stockholders’ equity	571,115			611,984
Total liabilities and stockholders’ equity	996,439		$	1,039,751

All values are in US Dollars.

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

Expro Group Holdings International Limited

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Nine Months Ended September 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(40,686	)	$	(291,328	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment charges		-			275,853
Depreciation and amortization		79,754			84,753
Equity in income of joint ventures		(11,508	)		(9,169	)
Elimination of unrealized profit on sales to joint ventures		118			1,512
Deferred tax credit		278			(17,416	)
Unrealized foreign exchange loss		1,331			139
Changes in assets and liabilities:
Accounts receivable, net		(38,138	)		45,565
Inventories, net		(498	)		(1,603	)
Other assets		3,260			(1,094	)
Accounts payable and accrued liabilities		24,793			(20,833	)
Other liabilities		(7,084	)		7,809
Income taxes, net		(3,888	)		(4,655	)
Other, net		(8,202	)		(8,500	)
Dividends received from joint ventures		924			1,354
Net cash provided by operating activities		454			62,387
Cash flows from investing activities:	****	****	****	****	****	****
Capital expenditures		(53,463	)		(86,965	)
Proceeds from disposal of property, plant and equipment		-			107
Net cash used in investing activities		(53,463	)		(86,858	)
Cash flows from financing activities:	****	****	****	****	****	****
Release of collateral deposits		122			1,787
Payments of debt issuance and other transaction costs		(452	)		(787	)
Repayments of finance leases		(871	)		(1,205	)
Net cash used in financing activities		(1,201	)		(205	)
Effect of exchange rate changes on cash and cash equivalents		(627	)		(1,517	)
Net decrease to cash and cash equivalents and restricted cash		(54,837	)		(26,193	)
Cash and cash equivalents and restricted cash at beginning of year		120,709			147,085
Cash and cash equivalents and restricted cash at end of period	$	65,872		$	120,892
Supplemental disclosure of cash flow information:	****	****	****	****	****	****
Cash paid for income taxes net of refunds	$	(11,933	)	$	(17,932	)
Cash paid for interest, net	$	(3,016	)	$	(3,000	)
Change in accounts payable and accrued expenses related to capital expenditures	$	(5,699	)	$	(3,999	)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
---

Expro Group Holdings International Limited

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(in thousands)

	Three Months Ended September 30, 2021
	****	****	****	****	****	****	Accumulated			****	****	****	****	****	****
	****	****	****	****	Additional		Other			****	****	****	Total
	Common		****	****	paid-in		Comprehensive			Accumulated			Stockholder’s
	Stock		Warrants		capital		Loss			Deficit			Equity
Balance at July 1, 2021	$	585	$	10,530	$	1,006,100	$	(1,616	)	$	(432,510	)	$	583,089
Comprehensive loss:
Net loss		-		-		-		-			(11,913	)		(11,913	)
Other comprehensive loss		-		-		-		(61	)		-			(61	)
Balance at September 30, 2021	$	585	$	10,530	$	1,006,100	$	(1,677	)	$	(444,423	)	$	571,115
	Three Months Ended September 30, 2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	****	****	****	****	****	****	Accumulated		****	****	****	****	****	****
	****	****	****	****	Additional		Other		****	****	****	Total
	Common		****	****	paid-in		Comprehensive		Accumulated			Stockholder’s
	Stock		Warrants		Capital		Loss		deficit			Equity
Balance at July 1, 2020	$	585	$	10,530	$	1,006,100	$	3,174	$	(374,348	)	$	646,041
Comprehensive loss:
Reclassification to statement of operation on curtailment of defined benefit plan		-		-		-		491		-			491
Net loss		-		-		-				(12,819	)		(12,819	)
Other comprehensive loss		-		-		-		-		-			-
Balance at September 30, 2020	$	585	$	10,530	$	1,006,100	$	3,665	$	(387,167	)	$	633,713
	Nine Months Ended September 30, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	****	****	****	****	****	****	Accumulated			****	****	****	****	****	****
	****	****	****	****	Additional		Other			****	****	****	Total
	Common		****	****	paid-in		Comprehensive			Accumulated			Stockholder’s
	Stock		Warrants		capital		Loss			Deficit			Equity
Balance at January 1, 2021	$	585	$	10,530	$	1,006,100	$	(1,494	)	$	(403,737	)	$	611,984
Comprehensive loss:
Net loss		-		-		-		-			(40,686	)		(40,686	)
Other comprehensive loss		-		-		-		(183	)		-			(183	)
Balance at September 30, 2021	$	585	$	10,530	$	1,006,100	$	(1,677	)		(444,423	)		571,115
	Nine Months Ended September 30, 2020
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	****	****	****	****	****	****	Accumulated		****	****	****	****	****	****
	****	****	****	****	Additional		Other		****	****	****	Total
	Common		****	****	paid-in		Comprehensive		Accumulated			Stockholder’s
	Stock		Warrants		capital		Loss		deficit			Equity
Balance at January 1, 2020	$	585	$	10,530	$	1,006,100	$	3,174	$	(95,839	)	$	924,550
Comprehensive loss:
Reclassification to statement of operation on curtailment of defined benefit plan		-		-		-		491		-			491
Net loss		-		-		-		-		(291,328	)		(291,328	)
Other comprehensive loss		-		-		-		-		-			-
Balance at September 30, 2020	$	585	$	10,530	$	1,006,100	$	3,665	$	(387,167	)	$	633,713
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
---

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

1.	Business description

EGHIL is a limited company incorporated in the Cayman Islands with its registered office situated in the Cayman Islands.

On March 10, 2021, the Company entered into an agreement and plan of merger (“Merger Agreement”) with Frank’s International N.V. (“Frank’s”) a leading provider of tubular running services, tubular products and offerings and cementing solutions. The merger closed on October 1, 2021 (the “Closing”) and will be accounted for using the acquisition method of accounting with Expro being identified as the accounting acquirer. During the three and nine months ended September 30, 2021, the Company incurred $9.6 million and $19.1 million, respectively of merger and integration costs, which consist primarily of legal fees, professional fees, integration and other costs with respect to the merger, which are included in “Merger and integration costs” in the unaudited condensed consolidated statements of operations. No such costs were incurred for the three and nine months ended September 30, 2020. As the merger did not close until October 1, 2021, the condensed consolidated financial statements presented in this report reflect the condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, condensed consolidated balance sheets, condensed consolidated statement of cash flows and condensed consolidated statement of stockholders’ equity of Expro only.

Additionally, on October 1, 2021, EGHIL was merged into New Eagle Holdings Limited (“NEHL”), a Cayman Islands corporation, with NEHL surviving the merger as a wholly owned subsidiary of Expro Group Holdings N.V. (“EGHNV”) (formerly known as “Frank’s International N.V.”) under Cayman Islands law, all assets and liabilities of EGHIL as of the effective time of the merger automatically became the assets and liabilities of NEHL as the surviving company.

2.	Basis of preparation and significant accounting policies

Basis of preparation

In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position as of September 30, 2021 and the results of our operations for the three and nine months ended September 30, 2021 and 2020. Such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or for any other period.

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

Significant accounting policies

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

2.	Basis of preparation and significant accounting policies (continued)

Recent accounting pronouncements

We have adopted the following accounting standards updates (“ASUs”) as of January 1, 2021 with no material impact on our unaudited condensed consolidated financial statements or disclosures:

●	ASU 2021-03, 'Intangibles—Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events
●	ASU 2021-01, Reference Rate Reform (Topic 848);
---	---
●	ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans;
---	---
●	ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes;
---	---
●	ASU 2020-01, Clarifying the interactions between Topic 321, Topic 323, and Topic 815;
---	---
●	ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs;
---	---
●	ASU 2020-10, Codification Improvements.
---	---
3.	Impairment charges
---	---

The following table presents total amount of impairment charges recognized during the three and nine months ended September 30, 2021 and 2020 (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Property, plant and equipment, net	$	-	$	60	$	-	$	8,392
Operating lease right-of-use assets		-		199		-		15,174
Intangible assets, net		-		-		-		60,394
Goodwill		-		-		-		191,893
Total	$	-	$	259	$	-	$	275,853

Goodwill

As of September 30, 2021 we did not identify any triggering events that would represent an indicator of impairment of our goodwill. Accordingly, no impairment charges related to goodwill have been recorded during the three and nine months ended September 30, 2021.

During the three months ended September 30, 2020, we did not identify any triggering events that would represent an indicator of impairment of our goodwill. Accordingly, no impairment charges related to goodwill were recorded during the three months ended September 30, 2020. However, during the nine months ended September 30, 2020 the Group observed a material increase in macro-economic uncertainty and a material decrease in oil and gas prices as a result of a combination of factors, including the substantial decline in global demand for oil caused by the COVID-19 pandemic and disagreements between the Organization of Petroleum Exporting Countries and other oil producing nations (OPEC+) regarding limits on production. As a result, customers significantly decreased capital budgets and other spending, which significantly impacted our global outlook for the energy services industry. We determined that these events constituted a triggering event that required us to perform a quantitative goodwill impairment assessment as of March 31, 2020 (“testing date”) and to review the recoverability of all our long-lived assets.

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

3.	Impairment charges (continued)

Long-lived Assets

No impairment charges of our long-lived assets were recorded during the three and nine months ended September 30, 2021. During the three and nine months ended September 30, 2020, we identified certain of our long-lived assets which exceeded their respective fair values and certain of our long-lived assets which were deemed to be no longer useable and as a result, for the three months ended September 30, 2020 we recorded impairment charges of $0.3 million relating to our property, plant and equipment and operating lease right-of-use assets and for the nine month ended September 30, 2020 we recorded impairment charges of $8.4 million, $15.0 million and $60.4 million relating to our property, plant and equipment, operating lease right-of-use assets and intangible assets, respectively.

4.	Business segment reporting

●	Europe and Sub-Saharan Africa (“ESSA”)
●	Asia (“ASIA”)
---	---
●	Middle East and North Africa (“MENA”) and
---	---
●	North and Latin America (“NLA”).
---	---

Each of these operational segments include a range of solutions which are provided across three main areas of capabilities:

Well testing and appraisal services

Subsea, completion and intervention services

Production services

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

4.	Business segment reporting (continued)

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
ESSA	$	87,428	$	45,100	$	206,235	$	170,569
ASIA		40,318		38,354		109,424		109,888
MENA		38,032		44,534		121,672		148,231
NLA		31,769		21,018		92,762		92,148
Total	$	197,547	$	149,006	$	530,093	$	520,836

Trading EBITDA

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
ESSA	$	17,796		$	9,552		$	33,477		$	28,971
ASIA		7,755			10,888			21,238			26,463
MENA		11,099			16,686			40,236			59,812
NLA		5,309			(1,504	)		11,092			1,286
Total Trading EBITDA		41,959			35,622			106,043			116,532
Corporate costs		(14,516	)		(15,468	)		(43,678	)		(49,076	)
Equity in income of joint ventures		3,459			2,562			11,508			9,169
Depreciation and amortization		(25,605	)		(27,467	)		(79,754	)		(84,753	)
Impairment charges		-			(259	)		-			(275,853	)
Severance and other charges		(3,905	)		(5,272	)		(6,097	)		(11,135	)
Merger and integration costs		(9,617	)		-			(19,143	)		-
Other income (expenses), net		685			2,261			1,311			982
Interest and finance (charges) income, net		678			(4,573	)		(2,553	)		(1,329	)
Loss before income taxes	$	(6,862	)	$	(12,594	)	$	(32,363	)	$	(295,463	)

5.	Revenue

Disaggregation of revenue

The following table sets forth the total amount of revenue by main area of capabilities as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Well testing and appraisal services	$	83,449	$	72,932	$	249,200	$	267,220
Subsea, completion and intervention services		74,317		59,385		203,942		203,945
Production services		39,781		16,689		76,951		49,671
Total	$	197,547	$	149,006	$	530,093	$	520,836

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

5.	Revenue (continued)

Contract balances

Contract balances consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30,		December 31,
	2021		2020
Accounts receivable, net	$	186,193	$	159,421
Unbilled receivables	$	54,519	$	45,500
Deferred revenue	$	23,108	$	29,063

The Group recognized revenue during the three and nine months ended September 30, 2021 of $10.3 million and $14.6 million, respectively, and for the three and nine months ended September 30, 2020 of $0.5 million and $4.4 million, respectively, out of the deferred revenue balance as of the beginning of the applicable year.

Transaction price allocated to remaining performance obligations

6.	Severance and other charges

Due to the continued challenging environment in the energy services market, executive management approved a set of initiatives for the three and nine months ended September 30, 2021 and 2020 intended to accelerate operating cost reductions and improve overall operating efficiency.

Severance and other charges incurred during the three and nine months ended September 30, 2021 were $3.9 million and $6.1 million, respectively and charges for the three and nine months ended September 30, 2020 were $5.3 million and 11.1 million respectively, and consists of severance benefits to terminated employees, other termination related costs including facility exit costs and other non-recurring costs, substantially all of which was paid out by the end of September 30, 2021 and 2020.

7.	Income taxes

Our effective tax rates were (48.9%) and (19.0%) for the three and nine months ended September 30, 2021, respectively and were (1.5%) and 1.4% for the three and nine months ended September 30, 2020, respectively.

The UK statutory rate for three and nine months ended September 30, 2021 and 2020 was 19%. Our effective tax rate was impacted primarily by changes in taxable profits in certain jurisdictions, the reduction of deferred tax liabilities due to amortization of intangibles and de-recognition of deferred tax assets in ESSA.

We have performed an analysis of uncertain tax positions in the various jurisdictions in which we operate and concluded that we are adequately provided. Our provision for uncertain tax positions as of September 30, 2021 and December 31, 2020 included in “Other non-current liabilities” on the consolidated balance sheets was $33.5 million and $35.4 million, respectively.

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

8.	Investment in joint ventures

The carrying value of our investment in joint ventures as of September 30, 2021 and December 31, 2020 was as follows (in thousands):

	September 30,		December 31,
	2021		2020
CETS	$	52,013	$	41,504
PVD-Expro		3,542		3,584
Total	$	55,555	$	45,088
9.	Accounts receivable, net
---	---

Accounts receivable, net consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30,			December 31,
	2021			2020
Accounts receivable	$	254,272		$	215,750
Allowance for doubtful accounts and expected credit losses		(13,560	)		(10,829	)
Total	$	240,712		$	204,921
Current		230,603			193,600
Non – current		10,109			11,321
Total	$	240,712		$	204,921
10.	Inventories, net
---	---

Inventories, net consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30,		December 31,
	2021		2020
Raw materials, net	$	595	$	531
Equipment, spares and consumables, net		40,565		42,464
Work-in progress		12,697		10,364
Total	$	53,857	$	53,359
11.	Other current assets and liabilities
---	---

Other current assets consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30,		December 31,
	2021		2020
Prepayments	$	12,070	$	16,083
Value added tax receivables		18,812		19,213
Collateral deposits		1,639		1,761
Other		3,198		2,900
Total	$	35,719	$	39,957

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

11.	Other current assets and liabilities (continued)

Other current liabilities consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30,		December 31,
	2021		2020
Deferred revenue	$	23,108	$	29,063
Other tax and social security		13,022		15,707
Other		14,137		14,273
Total	$	50,267	$	59,043
12.	Accounts payable and accrued liabilities
---	---

Accounts payable and accrued liabilities consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30,		December 31,
	2021		2020
Accounts payable – trade	$	69,646	$	63,855
Payroll, vacation and other employee benefits		28,710		22,345
Accrued purchase orders		4,717		6,655
Other accrued liabilities		51,497		43,387
Total	$	154,570	$	136,242
13.	Property, plant and equipment, net
---	---

Property, plant and equipment, net consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30,			December 31,
	2021			2020
Cost:
Land	$	3,379		$	3,379
Buildings and lease hold improvements		30,525			30,513
Plant and equipment		563,770			519,866
Total		597,674			553,758
Less: accumulated depreciation		(317,502	)		(259,035	)
Total	$	280,172		$	294,723

Depreciation expense relating to property, plant and equipment, including assets under finance leases, was $19.1 million and $60.4 million for the three and nine months ended September 30, 2021, respectively, out of which $19.0 million and $60.1 million for the three and nine months ended September 30, 2021, respectively is included in “Cost of revenue” additionally, $0.1 and $0.3 million for the three and nine months ended September 30, 2021 is included in “General and administrative” in the unaudited condensed consolidated statements of operations.

Depreciation expense relating to property, plant and equipment, including assets under finance leases, was $21.2 million and $64.3 million for the three and nine months ended September 30, 2020, respectively, out of which $20.7 million and $63.6 million for the three and nine months ended September 30, 2020, respectively is included in “Cost of revenue” additionally, $0.5 and $0.7 million for the three and nine months ended September 30, 2020 is included in “General and administrative” in the unaudited condensed consolidated statements of operations.

The carrying amount of our property, plant and equipment recognized in respect of assets held under finance leases as of September 30, 2021 and December 31, 2020 and included in amounts above is as follows (in thousands):

	September 30,			December 31,
	2021			2020
Cost:
Buildings	$	18,623		$	18,932
Plant and equipment		1,320			1,520
Total		19,943			20,452
Less: accumulated depreciation		(7,220	)		(6,674	)
Total	$	12,723		$	13,778

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

13.	Property, plant and equipment, net (continued)

No impairment charges were recognized for the three and nine months ended September 30, 2021. We recognized impairment charges of $8.4 million for the three and nine months ended September 30, 2020, which is included in “Impairment charges” in our unaudited condensed consolidated statement of operations. Refer to Note 3 Impairment charges for further details.

14.	Intangible assets, net

The following table summarizes our intangible assets as of September 30, 2021 and December 31, 2020 (in thousands):

	September 30, 2021							December 31, 2020
	Gross<br><br> <br>carrying<br><br> <br>amount		Accumulated<br><br> <br>impairment<br><br> <br>and<br><br> <br>amortization			Net book<br><br> <br>value		Gross<br><br> <br>carrying<br><br> <br>amount		Accumulated<br><br> <br>impairment<br><br> <br>and<br><br> <br>amortization			Net book<br><br> <br>value		Weighted<br><br> <br>average<br><br> <br>remaining<br><br> <br>life (years)
Customer relationships and contracts	$	215,200	$	(93,283	)	$	121,917	$	215,200	$	(78,846	)	$	136,354		6.3
Trademarks		40,100		(28,510	)		11,590		40,100		(27,137	)		12,963		6.3
Technology		79,538		(58,893	)		20,645		79,538		(56,635	)		22,903		7.0
Software		6,713		(5,140	)		1,573		7,387		(6,439	)		948		1.0
Total	$	341,551	$	(185,826	)	$	155,725	$	342,225	$	(169,057	)	$	173,168		6.3

Amortization expense for intangible assets was $6.5 million and $19.4 million for the three and nine months ended September 30, 2021, respectively and $6.3 million and $20.5 million for the three and nine months ended September 30, 2020, respectively, which is included in “Cost of revenue” in the unaudited condensed consolidated statements of operations.

No impairment charges were recognized for the three and nine months ended September 30, 2021. No impairment charges were recorded for the three months ended September 30, 2020, however, we recognized impairment charges of $60.4 million for the nine months ended September 30, 2020, which is included in “Impairment charges” in our unaudited condensed consolidated statement of operations. Refer to Note 3 Impairment charges for further details.

The following table summarizes impairment charges by geographic segment for the nine months ended September 30, 2020 (in thousands):

	Customer<br><br> <br>relationships<br><br> <br>and<br><br> <br>contracts		Technology		Trademarks		Total
ESSA	$	-	$	6,909	$	4,070	$	10,979
ASIA		-		7,100		-		7,100
NLA		10,262		20,616		11,437		42,315
Total	$	10,262	$	34,625	$	15,507	$	60,394
15.	Goodwill
---	---

The allocation of goodwill by reporting segment as of September 30, 2021 and December 31, 2020 is as follows (in thousands):

ESSA	$	14,504
ASIA		11,000
Total	$	25,504

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

15.	Goodwill (continued)

The following table provides the gross carrying amount and cumulative impairment charges of goodwill for each reportable segment as of September 30, 2021 and December 31, 2020 (in thousands):

	Cost		Accumulated<br><br> <br>impairment			Net Book Value
ESSA	$	28,982	$	(14,478	)	$	14,504
ASIA		51,113		(40,113	)		11,000
MENA		126,383		(126,383	)		-
NLA		37,341		(37,341	)		-
Total	$	243,819	$	(218,315	)	$	25,504

No impairment charges were recognized for the three and nine months ended September 30, 2021. No impairment charges were recorded for the three months ended September 30, 2020, however, we recognized impairment charges of $191.9 million for the nine months ended September 30, 2020, which is included in “Impairment charges” in our unaudited condensed consolidated statement of operations. Refer to Note 3 Impairment charges for further details.

The following table summarizes the impairment charges by reporting segment for the nine months ended September 30, 2020 (in thousands):

ASIA	$	40,113
MENA		126,383
NLA		25,397
Total	$	191,893
16.	Interest bearing loans
---	---

On October 1, 2021, following the merger of Frank’s and EGHIL, the RCF change of control provision was triggered, and the RCF was cancelled. Concurrently, EGHNV entered into a new Revolving Credit facility (“New Facility”) with an aggregate commitment of $200.0 million with up to $130.0 million available for drawdowns as loans and up to $70.0 million for bonds and guarantees. The New Facility has substantially the same conditions as the prior RCF and matures in October 2024.

No drawdowns as loans have been made, however, as of September 30, 2021 and December 31, 2020, we had utilized $28.9 million and $18.1 million, respectively, for bonds and guarantees.

17.	Commitments and Contingencies

Commercial Commitments

During the normal course of business, we enter into commercial commitments in the form of letters of credit and bank guarantees to provide financial and performance assurance to third parties. We had entered into contractual commitments for the acquisition of property, plant and equipment totaling $20.4 million and $42.3 million as of September 30, 2021 and December 31, 2020, respectively.

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

17.	Commitments and Contingencies (continued)

Litigation

18.	Post-retirement benefits

Amounts recognized in the unaudited condensed consolidated statements of operations in respect of the defined benefit schemes were as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Service cost	$	-		$	(132	)	$	-		$	(464	)
Amortization of prior service credit		61			-			183			-
Interest cost		(823	)		(1,131	)		(2,500	)		(3,486	)
Expected return on plan assets		1,148			1,099			3,479			3,385
Total	$	386		$	(164	)	$	1,162		$	(565	)

The Group contributed $1.0 million and $2.8 million for the three and nine months ended September 30, 2021 respectively and $0.8 million and $2.4 million for the three and nine months ended September 30, 2020, respectively, to defined benefit schemes.

The service costs have primarily been included in “Cost of revenue” in the unaudited condensed consolidated statements of operations. Amortization of prior service credit, interest cost and expected return on plan assets have been recognized in “Other income (expenses), net” in the unaudited condensed consolidated statements of operations.

19.	Management incentive plan

Stock-Based Compensation Plans

During October 2018, our Board approved the Expro Group Holdings International Limited 2018 Management Incentive Plan a stock-based compensation plans comprising (a) stock options that were granted to non-executive directors and key management personnel and (b) restricted stock units ("RSUs") the were granted to certain members of management.

Due to the nature of the performance and exercise conditions, recognition of the compensation cost for the options and RSU has been deferred until the occurrence of a liquidity event, as defined in the plan rules.

The total compensation cost as of September 30, 2021 related to the awards was $49.2 million. As of September 30, 2021, a liquidity event has not occurred and accordingly, no adjustments have been made for the unrecognized stock-based compensation costs.

There has been no material forfeiture of options during the three and nine months ended September 30, 2021. There were no further grants or exercise of options or RSUs during the same period.

Pursuant to the Merger Agreement, the following occurred at Closing, effective October 1, 2021:

●	Each outstanding and unexercised Expro share option was assumed by EGHNV and converted into a stock option to acquire EGHNV’s common stock;
●	Each restricted stock unit was accelerated and settled into the number of shares of EGHNV’s common stock equal to the product of the number of Expro ordinary shares subject to such RSU multiplied by the exchange ratio specified in the Merger Agreement;
---	---

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

19.	Management incentive plan (continued)

The legal exchange of the accounting acquirer’s awards for awards issued by the legal acquirer is considered to be a modification under ASC 718, Compensation - Stock Compensation of the accounting acquirer’s outstanding awards. Management is in the process of carrying out a fair valuation of the modified awards on the date of closing. As no previous cost was recognized, the modified fair value of the awards would be recognized over the remaining requisite service period.

20.	Warrants

As of September 30, 2021 and December 31, 2020, the Company has outstanding warrants consisting of the following:

●	1,284,978 “A” Warrants which entitle its holders to purchase common stock comprising up to 2% of the Group. The “A” Warrants are exercisable at a strike price of approximately $30.40 per share on the occurrence of certain specified events involving EGHIL and, if not exercised, expire 5 years from February 5, 2018 (“the Effective Date”).
●	4,497,414 “B” Warrants, which entitle its holders to purchase common stock comprising up to 7% of the Group. The “B” Warrants are exercisable at a strike price of approximately $30.40 per share on the occurrence of certain specified events involving EGHIL and, if not exercised, expire 5 years from the Effective Date.
---	---

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

21.	Loss per share

The calculation of basic and diluted loss per share attributable to the Company stockholder for the three and nine months ended September 30, 2021 and 2020 respectively, are as follows (in thousands, except shares outstanding and per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net loss	$	(11,913	)	$	(12,819	)	$	(40,686	)	$	(291,328	)
Basic and diluted weighted average number of shares outstanding		58,489,895			58,489,895			58,489,895			58,489,895
Total basic and diluted loss per share	$	(0.20	)	$	(0.22	)	$	(0.70	)	$	(4.98	)

The conditions upon which shares are issuable for our outstanding warrants and stock options have not been satisfied as of September 30, 2021 and 2020, assuming the respective balance sheet date is the end of the contingency period. Accordingly, they have not been included in determining the number of anti-dilutive shares.

22.	Related party disclosures

Our related parties consist primarily of CETS and PVD-Expro, the two companies in which we exert significant influence. During the three and nine months ended September 30, 2021, we provided goods and services to related parties totaling $1.1 million and $5.1 million, during the three and nine months ended September 30, 2020, we provided goods and services to related parties totaling $3.4 million and $15.7 million, respectively.

As of September 30, 2021 and December 31, 2020 amounts receivable from the related parties related to the sale of such good and services were $3.2 million and $7.2 million, respectively.

Expro Group Holdings International Limited

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

23.	Subsequent events

The Group has evaluated subsequent events through November 8, 2021, and has determined there are no events that require disclosure or recognition in these unaudited condensed consolidated financial statements, other than those already disclosed is notes 1, 16, 19 and 20.

ex_313463.htm

Exhibit 99.6

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On October 1, 2021 (the “Closing Date”), Expro Group Holdings N.V., a public company organized under the laws of the Netherlands formerly named Frank’s International N.V. (“Expro,” the “Company,” or the “Combined Company”), completed its merger (the “Merger”) with Expro Group Holdings International Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Legacy Expro”), pursuant to the Agreement and Plan of Merger, dated March 10, 2021, by and among the Company, Legacy Expro, and New Eagle Holdings Limited (“Merger Sub”), an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of the Company (the “Merger Agreement”). References to “Frank’s” refer to Frank’s International N.V., the predecessor reporting entity prior to the Merger.

The following unaudited pro forma condensed combined financial statements give effect to the Merger using the acquisition method of accounting, in accordance with U.S. GAAP, for business combinations, with Legacy Expro deemed to be the accounting acquirer in the reverse merger due to, but not limited to, the following:

•	As of the Closing Date, shareholders of Frank’s owned approximately 35% of the Combined Company and former shareholders of Legacy Expro owned approximately 65% of the Combined Company;
•	Legacy Expro’s relative size in relation to the Combined Company;
---	---
•	The Chief Executive Officer of Legacy Expro immediately before the Merger became the Chief Executive Officer of the Combined Company, the Chief Financial Officer of Legacy Expro immediately before the Merger became the Chief Financial Officer of the Combined Company, and the Chief Operating Officer of Legacy Expro immediately before the Merger became the Chief Operating Officer of the Combined Company; and
---	---
•	Pursuant to the terms of the Merger, six of the nine members of the board of directors of the Combined Company were designated by Legacy Expro.
---	---

The assets and liabilities of Frank’s have been measured based on various preliminary estimates using assumptions that management believes are reasonable as described in the accompanying notes. Differences between these preliminary estimates and the final acquisition accounting may occur, and those differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the Combined Company’s future results of operations and financial position. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements prepared in accordance with the rules and regulations of the Securities and Exchange Commission.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and year ended December 31, 2020 gives pro forma effect to the Merger as if it had occurred on January 1, 2020. The unaudited pro forma condensed combined balance sheet as of September 30, 2021 gives pro forma effect to the Merger as if it was completed on September 30, 2021.

The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and do not represent the consolidated statement of financial position or consolidated results of operations had the Merger been completed as of the dates indicated. While the unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies, revenue enhancements or restructuring costs that the Combined Company may realize or incur as a result of the Merger, management’s estimates of certain cost savings to be realized and additional costs that may be necessary to achieve these savings are illustrated in Note 7 to the unaudited pro forma condensed combined financial statements. The pro forma transaction adjustments have been made on available information and on assumptions that management believes are reasonable under the circumstances in order to reflect, on a pro forma basis, the impact of the Merger on the historical financial information. See the notes to the unaudited pro forma condensed combined financial statements below for a discussion of assumptions made. The unaudited pro forma condensed combined financial statements do not project the Combined Company’s results of operations or financial position for any future period or date.

The unaudited pro forma condensed combined financial statements should be read in conjunction with Expro’s historical unaudited consolidated financial statements and notes thereto for the three and six months ended June 30, 2021 and three and nine months ended September 30, 2021, respectively, included as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K/A, the historical audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s proxy statement/ prospectus dated August 5, 2021 (the “Proxy Statement”), Frank’s historical unaudited financial statements and notes thereto for the three and nine months ended September 30, 2021 included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on November 8, 2021 (the “3Q 10-Q”), and Frank’s historical audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed on March 1, 2021 (the “Annual Report”).

The unaudited pro forma condensed combined financial statements constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” discussed or referenced in the Company’s Annual Report, the Proxy Statement and the 3Q 10-Q.

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AT SEPTEMBER 30, 2021

(in thousands)

	****	****	****	****	****	****	Note 3				Note 5				****	****	****
	Historical Expro September 30,<br><br> <br>2021			Historical Frank's September 30,<br><br> <br>2021			Reclassification Adjustments			Ref	Transaction<br><br> <br>Accounting Adjustments			Ref	Pro Forma<br><br> <br>Combined
ASSETS	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Current Assets	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Cash and cash equivalents	$	64,849		$	202,997		$	-			$	(15,000	)	5(a)	$	252,846
Restricted cash		1,023			1,742			-				-				2,765
Short-term investments		-			1,882			(1,882	)	3(a)		-				-
Accounts receivables, net		230,603			130,585			(18,766	)	3(a)		(1,000	)	5(b)		341,422
Inventories, net		53,857			91,776			-				(13,966	)	5(c)		131,667
Assets held for sale		-			7,998			-				1,852		5(d)		9,850
Income tax receivables		18,288			-			2,036		3(a)		(307	)			20,017
Other current assets		35,719			6,554			18,612		3(a)		-				60,885
Total current assets	****	404,339		****	443,534		****	-			****	(28,421	)		****	819,452
Property, plant and equipment, net		280,172			228,994			(3,228	)	3(a)		(1,768	)	5(e)		504,170
Investments in joint ventures		55,555			-			-				-				55,555
Goodwill		25,504			42,785			-				107,074		5(f)		175,363
Intangible assets, net		155,725			8,756			3,228		3(a)		86,609		5(g)		254,318
Deferred tax assets, net		-			15,008			-				(15,008	)	5(h)		-
Operating lease right-of-use assets		59,430			26,646			-				760		5(i)		86,836
Non-current accounts receivable, net		10,109			-			-				-				10,109
Other assets		5,605			21,409			-				(902	)			26,112
Total assets	$	996,439		$	787,132		$	-			$	148,344			$	1,931,915
LIABILITIES AND STOCKHOLDERS' EQUITY	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Current Liabilities	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Accounts payable and accrued liabilities		154,570			114,962			(36,755	)	3(a)		13,485		5(j)		246,262
Deferred revenue		-			89			(89	)	3(a)		-				-
Income tax liabilities		9,648			-			13,652		3(a)		-				23,300
Finance lease liabilities		1,120			-			-				-				1,120
Operating lease liabilities		12,734			8,215			-				129		5(i)		21,078
Other current liabilities		50,267			-			19,395		3(a)		688		5(k)		70,350
Total current liabilities	****	228,339		****	123,266		****	(3,797	)		****	14,302			****	362,110
Deferred tax liabilities		27,095			-			-				-				27,095
Post-retirement benefits		53,418			-			-				-				53,418
Non-current finance lease liabilities		16,056			-			-				-				16,056
Non-current operating lease liabilities		57,415			19,303			-				304		5(i)		77,022
Other non-current liabilities		43,001			23,123			3,797		3(a)		13,585		5(l)		83,506
Total liabilities	$	425,324		$	165,692		$	-			$	28,191			$	619,207
Stockholders’ equity	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Common stock		585			2,900			-				4,354		5(m)		7,839
Warrants		10,530			-			-				(10,530	)	5(n)		-
Additional paid-in capital		1,006,100			1,098,236			-				(282,917	)	5(o)		1,821,419
Accumulated deficit		(444,423	)		(428,930	)		-				380,448		5(p)		(492,905	)
Accumulated other comprehensive loss		(1,677	)		(28,798	)		-				28,798		5(q)		(1,677	)
Treasury stock (at cost)		-			(21,968	)		-				-				(21,968	)
Total stockholders’ equity		571,115			621,440			-				120,153				1,312,708
Total liabilities and stockholders' equity	$	996,439		$	787,132		$	-			$	148,344			$	1,931,915

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

(in thousands, except shares and per share amounts)

	****	****	****	****	****	****	Note 3				Note 6				****	****	****
	Historical Expro<br><br> <br>nine months<br><br> <br>ended<br><br> <br>September 30,<br><br> <br>2021			Historical<br><br> <br>Frank's nine<br><br> <br>months ended September 30,<br><br> <br>2021			Reclassification Adjustments			Ref	Transaction Accounting Adjustments			Ref	Pro Forma<br><br> <br>Combined
Total revenue	$	530,093		$	317,593		$	-			$	-			$	847,686
Operating costs and expenses	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Cost of revenues		528,248			243,992			72,489		3(b)		(9,850	)	6(a), 6(b), 6(e)		834,879
General and administrative		19,234			51,465			(23,994	)	3(b)		57		6(b), 6(c), 6(d), 6(e), 6(f)		46,762
Impairment charges		-			-			172		3(b)		-				172
Depreciation and amortization		-			45,531			(45,531	)	3(b)		-				-
Gain on disposal of assets		-			(1,733	)		1,733		3(b)		-				-
Merger and integration costs		19,143			-			12,121		3(c)		-		6(g)		31,264
Severance and other charges		6,097			13,733			(12,292	)	3(b), 3(c)		-				7,538
Total operating cost and expenses		572,722			352,988			4,698				(9,793	)			920,615
Operating loss		(42,629	)		(35,395	)		(4,698	)			9,793				(72,929	)
Non-operating income (expense):
Interest and finance charges (expense)/income, net		(2,553	)		(555	)		-				-				(3,108	)
Other income, net		1,311			877			-				-				2,188
Other		-			(4,698	)		4,698		3(b)		-				-
Loss before taxes and equity in income of joint ventures		(43,871	)		(39,771	)		-				9,973				(73,849	)
Equity in income of joint ventures		11,508			-			-				-				11,508
Loss before taxes		(32,363	)		(39,771	)		-				9,973				(62,341	)
Income tax expense		(8,323	)		(11,812	)		-				-		6(h)		(20,135	)
Net loss	$	(40,686	)	$	(51,583	)	$	-			$	9,973			$	(82,476	)
Weighted average number of common shares outstanding:	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Basic and diluted		58,489,895			37,957,432									6(i)		108,981,807
Net loss per share:	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Basic and diluted	$	(0.70	)	$	(1.36	)								6(i)	$	(0.76	)

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

(in thousands, except shares and per share amounts)

	****	****	****	****	****	****	Note 3				Note 6				****	****	****
	Historical Expro<br><br> <br>year ended<br><br> <br>December 31,<br><br> <br>2020			Historical<br><br> <br>Frank's year<br><br> <br>ended<br><br> <br>December 31,<br><br> <br>2020			Reclassification Adjustments			Ref	Transaction Accounting Adjustments			Ref	Pro Forma<br><br> <br>Combined
Total revenue	$	675,026		$	390,358		$	-			$	-			$	1,065,384
Operating costs and expenses	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Cost of revenues		679,793			312,079			121,797		3(b)		(15,663	)	6(a), 6(b), 6(e)		1,098,006
General and administrative		24,590			82,257			(52,861	)	3(b)		23,848		6(b), 6(c), 6(d), 6(e), 6(f)		77,834
Impairment charges		287,454			57,146			20,350		3(b)		-				364,950
Depreciation and amortization		-			70,169			(70,169	)	3(b)		-				-
Gain on disposal of assets		(10,085	)		(1,424	)		1,424		3(b)		-				(10,085	)
Merger and integration costs		-			-			2,906		3(c)		19,261		6(g)		22,167
Severance and other charges		13,930			33,023			(21,606	)	3(b), 3(c)		-				25,347
Total operating cost and expenses		995,682			553,250			1,841				27,446				1,578,219
Operating loss		(320,656	)		(162,892	)		(1,841	)			(27,446	)			(512,835	)
Non-operating income (expense):
Interest and finance charges (expense)/income, net		(5,656	)		712			-				-				(4,944	)
Other income, net		2,278			2,090			1,630		3(c)		-				5,998
Other		-			(211	)		211		3(b)		-				-
Loss before taxes and equity in income of joint ventures		(324,034	)		(160,301	)		-				(27,446	)			(511,781	)
Equity in income of joint ventures		13,589			-			-				-				13,589
Loss before taxes		(310,445	)		(160,301	)		-				(27,446	)			(498,192	)
Income tax benefit		3,400			4,081			-				-		6(h)		7,481
Net loss	$	(307,045	)	$	(156,220	)	$	-			$	(27,446	)		$	(490,711	)
Weighted average number of common shares outstanding:	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Basic and diluted		58,489,895			37,673,699									6(i)		108,698,073
Net loss per share:	****	****	****	****	****	****	****	****	****		****	****	****		****	****	****
Basic and diluted	$	(5.25	)	$	(4.15	)								6(i)	$	(4.51	)

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.	Description of the Merger

On October 1, 2021, Legacy Expro merged with and into Merger Sub in an all-stock transaction, with Merger Sub surviving the Merger as a direct, wholly owned subsidiary of the Company. Further, on September 30, 2021, Frank’s board of directors unanimously approved a 1-for-6 reverse stock split of common stock, nominal value €0.06 per share, of the Company (“Company Common Stock”), which was effected on October 1, 2021. All of the outstanding Company Common Stock share numbers, nominal value, share prices and per share amounts in these unaudited pro forma condensed consolidated financial statements have been adjusted to reflect a 1-for-6 reverse stock split for all periods presented. Pursuant to the Merger Agreement the following occurred on the Closing Date:

•	Each Legacy Expro ordinary share was converted into the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio (as defined in, and subject to certain adjustments in the Merger Agreement);
•	The Company increased the total authorized capital stock from 133,016,000 shares of Company Common Stock to 200,000,000 shares of Company Common Stock and effected certain other amendments to its Articles contemplated by the Merger Agreement;
---	---
•	Each outstanding and unexercised Legacy Expro Share Option (as defined in the Proxy Statement) to purchase ordinary shares of common stock, par value $0.01 per share, of Legacy Expro (“Legacy Expro Ordinary Shares”), whether vested or unvested, was assumed by the Company and converted into a Company Stock Option to acquire shares of Company Common Stock;
---	---
•	Each restricted stock unit (“RSU”) denominated in Legacy Expro Ordinary Shares, whether vested or unvested, was accelerated and settled into the right to receive a number of shares of the Company Common Stock equal to the product of the number of Legacy Expro Ordinary Shares subject to such Legacy Expro RSU award at the Exchange Ratio; and
---	---
•	In accordance with the terms of the warrant agreement between Legacy Expro and Cortland Capital Market Services LLC, dated as of February 5, 2018 (the “Legacy Expro Warrant Agreement”), and in accordance with the terms of each warrant to purchase Legacy Expro Ordinary Shares (collectively, the “Legacy Expro Warrants”) that was issued and outstanding immediately prior to the effective time of the Merger, the Company executed a replacement warrant agreement that terminated the Legacy Expro Warrant Agreement and cancelled all Legacy Expro Warrants.
---	---
2.	Basis of Presentation
---	---

The unaudited pro forma condensed combined financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X and present the historical financial information of Legacy Expro and Frank’s and presents the pro forma effects of the Merger and certain transaction accounting adjustments described herein. The historical financial information of Legacy Expro and Frank’s have been prepared in accordance with U.S. GAAP.

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting, with Legacy Expro as the accounting acquirer, using fair value concepts, and based on the respective historical consolidated financial statements of Legacy Expro and Frank’s.

U.S. GAAP requires the determination of the accounting acquirer, the acquisition date, the fair value of assets and liabilities of the acquired and the resulting measurement of goodwill. Legacy Expro has been identified as the acquirer for accounting purposes. As a result, the Company has recorded the business combination in its financial statements and applied the acquisition method of accounting to account for Frank’s assets and liabilities acquired. Applying the acquisition method of accounting includes recording the identifiable assets acquired and liabilities assumed at their fair values, and recording goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed. For purposes of the unaudited pro forma condensed consolidated financial information, the fair values of Frank’s identifiable assets acquired, and liabilities assumed were based on preliminary estimates. The final determination of the fair values of assets acquired and liabilities assumed could result in material changes to the amounts presented in the unaudited pro forma condensed combined consolidated financial information and future results of operations and financial position.

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that management believes are reasonable under the circumstances.

The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the Combined Company’s financial position or results of operations would have been had the Merger been completed on the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Combined Company.

There were no material transactions between Legacy Expro and Frank’s during the periods presented in the unaudited pro forma condensed combined financial statements.

3.	Accounting Policies and Reclassification Adjustments

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial statements are those set out in Legacy Expro’s consolidated financial statements as of and for the three and nine months ended September 30, 2021 and for the year ended December 31, 2020. Based on the procedures performed to date, the accounting policies of Frank’s are similar in all material respects to Legacy Expro’s accounting policies.

In addition, certain reclassification adjustments have been made to the unaudited pro forma condensed combined financial statements to conform Frank’s historical financial statement presentation to Legacy Expro’s financial statement presentation. Management is performing a comprehensive review of Frank’s accounting policies. The Company may, as a result, identify additional differences between the accounting policies of the two companies which, when conformed, could have a material impact on the consolidated financial statements of the Combined Company.

a)	The following reclassification adjustments were made to the unaudited pro forma condensed combined balance sheet as of September 30, 2021 to conform to the Legacy Expro presentation:
•	Reclassification of $1.9 million of short-term investments from Short-term investments to Other current assets;
---	---
•	Reclassification of $16.7 million of other trade receivables and sales tax receivables from Accounts receivable, net to Other current assets;
---	---
•	Reclassification of $2.0 million of income tax receivables from Accounts receivables, net to Income tax receivable;
---	---
•	Reclassification of $3.2 million of capitalize software costs from Property, plant and equipment, net to Intangible assets, net;
---	---
•	Reclassification of $13.7 million of income tax payables from Accounts payable and accrued liabilities to Income tax liabilities;
---	---
•	Reclassification of $19.4 million of non-income tax payables from Accounts payable and accrued liabilities to Other current liabilities;
---	---
•	Reclassification of $0.1 million of deferred revenue from Deferred revenue to Other current liabilities; and
---	---

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

•	Reclassification of $3.8 million of accruals for end of service or gratuity awards mandated by local statutory laws from Accounts payable and accrued liabilities to Other non-current liabilities.
b)	The following reclassification adjustments were made to the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and year ended December 31, 2020 to conform to the Legacy Expro presentation:
---	---
•	Reclassification of $44.9 million and $69.3 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, of depreciation and amortization expense from Depreciation and amortization to Cost of revenues, resulting in pro forma combined depreciation and amortization included in Cost of revenues of $124.4 million and $183.2 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively;
---	---
•	Reclassification of $29.2 million and $53.6 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, of non-corporate overhead costs from General and administrative to Cost of revenues;
---	---
•	Reclassification of $0.2 million and $20.4 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, of impairment charges from Severance and other charges to Impairment charges;
---	---
•	Reclassification of $0.6 million and $0.6 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, of depreciation and amortization expense from Depreciation and amortization to General and administrative, resulting in pro forma combined depreciation and amortization included in General and administrative of $0.9 million and $1.4 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively;
---	---
•	Reclassification of $1.7 million and $1.4 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, of gain on disposal of assets from Gain on disposal of assets to Cost of revenue; and
---	---
•	Reclassification of $4.7 million and $0.2 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, of foreign currency loss from Other to General and administrative.
---	---
c)	A reclassification adjustment has been made to separately classify transaction expenses in the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020. The adjustment has been made to conform the unaudited pro forma condensed combined statements of operations with how the Combined Company will present transaction expenses. Frank’s has historically recognized $12.1 million for the nine months ended September 30, 2021 and $1.3 million for the year ended December 31, 2020, respectively, of costs in Severance and other charges and Legacy Expro has historically recognized $1.6 million for the year ended December 31, 2020 in Other income, net. These costs have been reclassified to a separate Merger and integration costs financial statement line item.
---	---

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

4.	Estimated Preliminary Merger Consideration and the Preliminary Purchase Price Allocation

The accompanying unaudited pro forma condensed combined financial statements reflect merger consideration of approximately $742.3 million. The merger consideration was based on Frank’s closing price on the Closing Date. In a reverse merger involving only the exchange of equity, the fair value of the equity of the accounting acquiree may be used to measure consideration transferred if the value of the accounting acquiree’s equity interests are more reliably measurable than the value of the accounting acquirer’s equity interest. As Legacy Expro was a private company and Frank’s was a public company with a quoted and reliable market price, the fair value of Frank’s equity interests was deemed to be more reliable.

	Shares Issued		Per Share Price		Amount
	****	****	****	****	(in thousands)
Deemed (for accounting purposes only) issuance of common stock to Frank’s stockholders		38,066,216	$	18.90	$	719,451
Deemed (for accounting purposes only) replacement of Frank’s equity awards						7,830
Cash payment to Mosing Holdings at closing pursuant to the amended and restated tax receivable agreement						15,000
Total Merger Consideration					$	742,281

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

The following table sets forth a preliminary allocation of the merger consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Frank’s based on Frank’s unaudited condensed consolidated balance sheet as of September 30, 2021, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed.

	Amount
	(in thousands)
Cash and cash equivalents	$	187,997
Restricted cash		1,742
Accounts receivables		110,819
Inventories		77,810
Assets held for sale		9,850
Income tax receivables		1,729
Other current assets		25,166
Property, plant and equipment		223,998
Goodwill		149,859
Intangible assets		98,593
Operating lease right-of-use assets		27,406
Other assets		20,507
Total Assets		935,476
Accounts payable and accrued liabilities		91,692
Operating lease liabilities		8,344
Income tax liabilities		13,652
Other current liabilities		19,395
Non-current operating lease liabilities		19,607
Other non-current liabilities		40,505
Total Liabilities		193,195
Total Merger Consideration	$	742,281

The estimated fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized. These estimated fair values are considered preliminary and are subject to change upon completion of the final valuation. Changes in fair value of the intangible assets may be material.

Goodwill will not be amortized but rather subject to annual impairment test, absent any indicators of impairment. Goodwill is attributable to planned synergies expected to be achieved from the combined operations of Legacy Expro and Frank’s. Goodwill recorded in the Merger is not expected to be deductible for tax purposes. The final determination of purchase price allocation is anticipated to be completed as soon as practicable after completion of the Merger and will be based on the fair values of the assets acquired and liabilities assumed as of the Closing Date. The final allocation may differ materially from the preliminary allocation; reducing, increasing or eliminating goodwill.

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

5.	Notes to Unaudited Pro Forma Condensed Combined Balance Sheet—Pro Forma Adjustments
(a)	Reflects an adjustment to reduce cash acquired by $15.0 million as a result of a payment made at closing under the amended and restated tax receivable agreement.
---	---
(b)	Reflects a preliminary purchase accounting adjustment to accounts receivable based on the acquisition method of accounting. The adjustment is illustrated in the table below.
---	---
	Amount
---	---	---	---
	(in thousands)
Elimination of Frank's accounts receivables	$	(111,819	)
Fair value of acquired accounts receivable		110,819
Total adjustment to accounts receivable	$	(1,000	)
(c)	Reflects a preliminary purchase accounting adjustment to inventory based on the acquisition method of accounting. The adjustment is illustrated in the table below.
---	---
	Amount
---	---	---	---
	(in thousands)
Elimination of Frank's existing inventory	$	(91,776	)
Fair value of acquired inventory		77,810
Total adjustment to inventory	$	(13,966	)
(d)	Reflects a preliminary purchase accounting adjustment for assets held for sale based on the acquisition method of accounting. The adjustment is illustrated in the table below.
---	---
	Amount
---	---	---	---
	(in thousands)
Elimination of Frank's existing assets held for sale	$	(7,998	)
Fair value of acquired assets held for sale		9,850
Total adjustment to assets held for sale	$	1,852
(e)	Reflects a preliminary purchase accounting adjustment for property, plant and equipment based on the acquisition method of accounting. The adjustment is illustrated in the table below.
---	---
	Amount
---	---	---	---
	(in thousands)
Elimination of Frank's existing property, plant and equipment	$	(225,766	)
Fair value of acquired property, plant and equipment		223,998
Total adjustment to property, plant and equipment	$	(1,768	)
(f)	Reflects an adjustment to establish preliminary goodwill for the merger consideration in excess of the fair value of the net assets acquired in connection with the Merger. The adjustment is illustrated in the table below.
---	---
	Amount
---	---	---	---
	(in thousands)
Elimination of Frank's existing goodwill	$	(42,785	)
Fair value of acquired goodwill		149,859
Total adjustment to goodwill	$	107,074

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(g)	Reflects a preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. The adjustment is illustrated in the table below.
	Amount
---	---	---	---
	(in thousands)
Elimination of Frank's existing intangibles	$	(11,984	)
Fair value of acquired intangibles		98,593
Total adjustment to intangibles	$	86,609
(h)	Reflects an adjustment of $15.0 million to deferred tax assets stemming from the planned consolidation of international leasing equipment into new tax jurisdictions.
---	---
(i)	Reflects lease adjustments based on the acquisition method of accounting.
---	---
(j)	Reflects an adjustment to record $13.5 million of anticipated transaction costs associated with the Merger in accrued expenses and other liabilities. These transaction costs are costs that have not been recorded in the historical financials. Frank’s transaction costs have been recorded as a liability assumed in the unaudited pro forma condensed combined financial statements.
---	---
(k)	Reflects an adjustment to establish a $0.7 million liability as a result of the modification of the Legacy Expro cash bonus program as part of the Merger.
---	---
(l)	Reflects an adjustment to establish a $9.8 million liability primarily associated with uncertain tax positions and an adjustment to establish a $3.7 million liability associated with potential customs duties.
---	---
(m)	Reflects the net adjustment to the nominal value of common stock (€0.06 per share) using the exchange ratio established in the Merger Agreement to reflect the number of shares of Company Common Stock issued in the reverse merger and a Dollar to Euro exchange rate ratio of 1.19.
---	---
	Amount
---	---	---	---
	(in thousands)
Issuance of common stock to Legacy Expro stockholders	$	4,939
Elimination of historical Legacy Expro common stock		(585	)
Total adjustment to common stock	$	4,354

At Merger closing, the total shares of common stock outstanding for the Combined Company were as follows:

	Amount
Historical common stock of Frank's		38,066,216
Issuance of common stock to Legacy Expro's stockholders		71,024,375
Total common stock	****	109,090,591
(n)	Reflects an adjustment to reflect the cancellation of Legacy Expro’s warrants as part of the Merger.
---	---

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(o)	Reflects the elimination of Frank’s historic additional paid-in capital (“APIC”), issuance of merger consideration and the pro forma impact of shares retained by Frank’s shareholders, cancellation of Legacy Expro warrants, acceleration of Legacy Expro’s and certain Frank’s RSU awards and acceleration associated with Legacy Expro stock options as a result of the Merger.
	Amount
---	---	---	---
	(in thousands)
Elimination of Frank's historical APIC	$	(1,098,236	)
Total estimated preliminary merger consideration		742,281
Historical common stock of Frank's		(2,900	)
Pro forma adjustments to common stock		(4,354	)
Historical treasury stock of Frank's		21,968
Cancellation of warrants		10,530
Acceleration of Legacy Expro RSU awards		2,544
Acceleration of certain Frank's RSU awards		5,776
Acceleration associated with the modification of the Legacy Expro stock options		39,474
Total adjustments to APIC	$	(282,917	)
(p)	Reflects adjustments to eliminate Frank’s accumulated deficit balance, adjustment to reflect Legacy Expro’s transaction costs incurred at Merger closing, adjustment to record the Legacy Expro cash bonus liability, acceleration of Legacy Expro’s and certain Frank’s RSU awards and acceleration associated with Legacy Expro stock options as a result of the Merger.
---	---
	Amount
---	---	---	---
	(in thousands)
Elimination of historical accumulated deficit of Frank's	$	428,930
Adjustment to record a liability under the Expro cash bonus program		(688	)
Acceleration of Legacy Expro RSU awards		(2,544	)
Acceleration of certain Frank's RSU awards		(5,776	)
Acceleration associated with the modification of the Legacy Expro stock options		(39,474	)
Total adjustments to accumulated deficit	$	380,448
(q)	Reflects adjustments to eliminate Frank’s accumulated other comprehensive loss.
---	---
6.	Notes to Unaudited Pro Forma Condensed Combined Statements of Operations for the nine months ended September 30, 2021 and year ended December 31, 2020—Pro Forma Adjustments
---	---
(a)	Reflects the incremental intangible asset amortization expense, resulting from the fair value of intangible assets recorded from the Merger. The adjustment increases Frank’s intangible asset amortization expense for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, and is illustrated in the table below.
---	---
	Preliminary Fair<br><br> <br>Value		Estimated Useful<br><br> <br>Life		Nine months<br><br> <br>ended September 30,<br><br> <br>2021			Year ended<br><br> <br>December 31,<br><br> <br>2020
---	---	---	---	---	---	---	---	---	---	---
	(in thousands)		(in years)		(in thousands)			(in thousands)
Trademarks	$	8,100		10	$	608		$	810
Tradename		9,700		10		728			970
Patented technology		43,600		15		2,180			2,907
Research and development		36,320		15		1,816			2,421
	$	97,720			$	5,331		$	7,108
Historical intangible asset amortization expense in cost of revenues						(3,416	)		(4,366	)
Pro forma intangible asset amortization expense attributable to cost of revenues						5,331			7,108
Pro forma adjustment to cost of revenues			****	****	$	1,915		$	2,742

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(b)	Reflects an adjustment to depreciation expense from the revaluation of property, plant and equipment and reassessment of useful lives for the nine months ended September 30, 2021 and year ended

December 31, 2020, respectively, and is illustrated in the table below. The estimated useful lives range from one to 37 years.

	Nine months<br><br> <br>ended September 30,<br><br> <br>2021			Year ended<br><br> <br>December 31,<br><br> <br>2020
	(in thousands)			(in thousands)
Frank's historical depreciation expense	$	(42,115	)	$	(65,803	)
Pro forma depreciation expense		28,630			38,173
Total pro forma depreciation adjustment	$	(13,485	)	$	(27,630	)
Pro forma adjustment to cost of revenues	$	(13,293	)	$	(27,395	)
Pro forma adjustment to general and administrative	$	(192	)	$	(235	)
(c)	Reflects the adjustment to share-based compensation expense for replacement equity-based awards for the nine months ended September 30, 2021 and year ended December 31, 2020.
---	---
	Nine months<br><br> <br>ended September 30,<br><br> <br>2021			Year ended<br><br> <br>December 31,<br><br> <br>2020
---	---	---	---	---	---	---
	(in thousands)			(in thousands)
Frank's historical RSU expense	$	(9,283	)	$	(10,628	)
Frank’s replacement award (for accounting purposes only) expense		4,498			7,558
Pro forma adjustment to general and administrative	$	(4,785	)	$	(3,070	)
(d)	Reflects an adjustment to record $2.5 million of expense associated with the acceleration of Legacy Expro’s RSU awards for the year ended December 31, 2020. These costs will not affect the income statement beyond twelve months after the Merger date and therefore no adjustment has been made for the nine months ended September 30, 2021.
---	---
(e)	Reflects an adjustment to record $6.4 million and $33.0 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, of expense associated with Legacy Expro’s stock options as a result of the Merger. No expense was previously recognized on the stock options prior to the Merger.
---	---
(f)	Reflects an adjustment to record $0.1 million and $0.6 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively, of expense related to the Legacy Expro cash bonus program. The adjustments give effect to a $0.7 million liability under the Legacy Expro cash bonus program due to achievement of certain internal rate of return thresholds as a result of the Merger.
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(g)	Reflects an adjustment to record $19.3 million of transaction costs incurred by Legacy Expro and Frank’s at Merger closing. These costs will not affect the income statement beyond twelve months after the Merger date and therefore no adjustment has been made for the nine months ended September 30, 2021.
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EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(h)	Reflects the income tax effects of the pro forma adjustments based on the applicable statutory tax rate of 28% less any expected valuation allowance. Due to significant combined U.S. net operating loss (“NOL”) carryover we expect the valuation allowance will continue to be required for the Combined Company going forward and therefore no tax benefit has been recorded for the nine months ended September 30, 2021 and year ended December 31, 2020.
(i)	Reflects the pro forma earnings per share computation for the nine months ended September 30, 2021 and year ended December 31, 2020:
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	Nine months<br><br> <br>ended September 30<br><br> <br>2021			Year ended<br><br> <br>December 31,<br><br> <br>2020
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	(in thousands,<br><br> <br>except shares and<br><br> <br>per share amounts)			(in thousands,<br><br> <br>except shares and<br><br> <br>per share amounts)
Numerator for basic earnings per share calculation:	****	****	****	****	****	****
Pro forma loss (for basic and diluted EPS)	$	(82,476	)	$	(490,711	)
Denominator for basic and diluted earnings per share calculation:
Weighted average Frank's outstanding ordinary shares		37,957,432			37,673,699
Ordinary shares issued to Legacy Expro stockholders		71,024,375			71,024,375
Pro forma weighted average shares (basic and diluted)		108,981,807			108,698,073
Pro forma loss per share (basic and diluted)	$	(0.76	)	$	(4.51	)

Potentially dilutive equity-based awards outstanding were excluded from the computation of pro forma diluted net loss as their effect would be anti-dilutive.

7.	Management’s Adjustments

Management expects that, following completion of the Merger, the Combined Company will realize certain cost savings as compared to the historical combined costs of Legacy Expro and Frank’s operating independently. Such cost savings, which result from the elimination of duplicate costs and the manner in which the Combined Company will be integrated and managed prospectively, are expected soon after completion of the Merger. A portion of such cost savings are expected to be realized within the first year with additional savings expected to be realized in future periods. Management’s adjustments are based on estimated cost savings as a result of the integration of personnel and related reduction in payroll, integration of selected facilities globally, and other costs of the Combined Company and are not reflected in the unaudited pro forma condensed combined statements of operations.

Material limitations of these adjustments include not fully realizing the anticipated benefits, taking longer to realize these cost savings, or other adverse effects that are not currently foreseen. Further, there may be additional charges incurred in achieving these cost savings above what has been estimated below. These adjustments reflect all management’s adjustments that are, in the opinion of management, necessary to a fair statement of the unaudited pro forma condensed combined financial information presented. Future results may vary significantly from the unaudited pro forma condensed combined financial information presented because of various factors, including those discussed or referenced in the Annual Report, the Proxy Statement and the 3Q 10-Q.

EXPRO GROUP HOLDINGS N.V. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

Had the Merger been completed as of January 1, 2020, management estimates that for the nine months ended September 30, 2021 and the year ended December 31, 2020, $12.1 million and $16.2 million related to officers, board, and other corporate costs and $29.1 million and $38.9 million of regional and product line costs would not have been incurred, respectively. In order to effectuate these cost savings, management estimates approximately $30.0 million of one-time severance and other costs may be incurred.

No tax effect to the adjustments has been reflected as these cost synergies would serve only to reduce tax losses incurred for the nine months ended September 30, 2021 and year ended December 31, 2020 and are not of a magnitude to create additional taxable income to the Combined Company. Given that deferred tax attributes associated with the losses for the nine months ended September 30, 2021 and year ended December 31, 2020 retain a full valuation allowance, there is no tax provision impact from the reduction of those losses.

The following tables present the estimated effects on the unaudited pro forma condensed combined statements of operations from elimination of the identified expenses (in thousands, except per share amounts):

For the nine months ended September 30, 2021:

	Pro Forma<br><br> <br>Combined			Management Adjustments (1)			Management Adjustments (2)		Consolidated Management Adjustments			As Adjusted
Cost of revenues	$	834,879		$	(29,138	)	$	-	$	(29,138	)	$	805,742
General and administrative		46,762			(12,113	)		-		(12,113	)		34,650
Loss before taxes and equity in income of joint ventures		(73,849	)		41,250			-		41,250			(32,599	)
Net loss	$	(82,476	)	$	41,250		$	-	$	41,250		$	(41,226	)
Per common share:	****	****	****	****	****	****	****	****	****	****	****	****	****	****
Basic and diluted	$	(0.76	)	$	0.38		$	-	$	0.38		$	(0.38	)

For the year ended December 31, 2020:

	Pro Forma<br><br> <br>Combined			Management Adjustments (1)			Management Adjustments (2)			Consolidated Management Adjustments			As Adjusted
Cost of revenues	$	1,098,006		$	(38,850	)	$	-		$	(38,850	)	$	1,059,156
General and administrative		77,834			(16,150	)		-			(16,150	)		61,684
Loss before taxes and equity in income of joint ventures		(511,781	)		55,000			(30,000	)		25,000			(486,781	)
Net loss	$	(490,711	)	$	55,000		$	(30,000	)	$	25,000		$	(465,711	)
Per common share:	****	****	****	****	****	****	****	****	****	****	****	****	****	****	****
Basic and diluted	$	(4.51	)	$	0.51		$	(0.28	)	$	0.23		$	(4.28	)
(1)	Represents savings associated with regional and product line costs, as well as officers, board, and other corporate costs.
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(2)	Represents approximately $30.0 million of one-time estimated severance and other costs expected to be incurred in connection with the Merger. These costs will not affect the income statement beyond 12 months after the Merger date and therefore no adjustment has been made for the nine months ended September 30, 2021.
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