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What changed in EXPRO GROUP HOLDINGS N.V.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of EXPRO GROUP HOLDINGS N.V.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+264 added−261 removedSource: 10-K (2025-02-25) vs 10-K (2024-02-21)

Top changes in EXPRO GROUP HOLDINGS N.V.'s 2024 10-K

264 paragraphs added · 261 removed · 195 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

51 edited+13 added−5 removed53 unchanged
Biggest changeIn particular, our objectives for 2024, which we expect will drive our performance in the year ahead, include: (i) exceeding industry expectations in regard to safety and operational performance; (ii) advancing our products and services portfolio to provide customers with cost-effective, innovative solutions to produce oil, gas and geothermal resources more efficiently and with a lower carbon footprint; (iii) sustaining our relentless drive for efficiency and better utilizing existing assets; (iv) nurturing our culture based on core values and agreed behaviors, empowering our people to be innovative, to be agile and responsive, and to embrace diversity; and (v) leveraging the power of data to improve our own business practices and to deliver more value to our customers. 4 Table of Contents Human Capital At Expro, people are at the heart of our success and we are united by our Code of Conduct (“Code of Conduct”) and our core values; People, Performance, Partnerships and Planet.
Biggest changeIn particular, we seek to (i) exceed industry expectations in regard to safety and operational performance; (ii) advance our products and services portfolio to provide customers with cost-effective, innovative solutions to produce oil, gas and geothermal resources more efficiently and with a lower carbon footprint; (iii) sustain our relentless drive for efficiency and better utilize existing assets; (iv) nurture our culture based on core values and agreed behaviors, empowering our people to be purposeful, adaptive, tough, and tireless; and (v) leverage the power of data to improve our own business practices and to deliver more value to our customers.
Safety Safety is a critical component of our People and Performance core values. Many of our customers have safety standards we must satisfy before we can perform services. We continually monitor and seek to improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data.
Safety Safety is a critical component of our People and Performance core values. Many of our customers have safety standards we must satisfy before we can perform our services. We continually monitor and seek to improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data.
Within the U.S., President Biden signed into law the Inflation Reduction Act in August 2022, which contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies, which could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels.
Additionally, within the U.S., President Biden signed into law the Inflation Reduction Act in August 2022, which contains tax inducements and other provisions that incentivize investment, development, and deployment of alternative energy sources and technologies, which could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels.
We provide global, comprehensive well flow management systems for the safe production, measurement and sampling of hydrocarbons from a well during the exploration and appraisal phase of a new field; the flowback and clean-up of a new well prior to production; and in-line testing of a well during its production life.
We provide global, comprehensive well flow management systems for the safe production, measurement and sampling of hydrocarbons from a well, including well testing during the exploration and appraisal phase of a new field; flowback and clean-up of a new well prior to production; and in-line testing of a well during its production life.
Furthermore, customer spending patterns may result in higher or lower activity in the fourth quarter of the year based on year-to-date spending relative to their approved annual budgets and higher or lower activity in the first quarter of the year based on whether or not the new year’s budget has been approved.
Furthermore, customer spending patterns may result in higher or lower activity in the fourth quarter of the year based on year-to-date spending relative to their approved annual budgets and higher or lower activity in the first quarter of the year based on whether the new year’s budget has been approved.
Environmental and Occupational Health and Safety Regulation Our operations are subject to numerous and complex laws and regulations governing the emission and discharge of materials into the environment, occupational health and safety aspects of our operations, or otherwise relating to environmental protection.
Environmental and Occupational Health and Safety Regulation Our operations are subject to numerous comprehensive and complex laws and regulations governing the emission and discharge of materials into the environment, occupational health and safety aspects of our operations, or otherwise relating to environmental protection.
TRCF is a measure of the frequency of recordable workplace injuries, normalized on the basis of per million man-hours worked. A recordable injury includes occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, lost time injuries, restriction of work or motion cases, transfer to another job, or medical treatment cases other than first aid.
TRCF is a measure of the frequency of recordable workplace injuries, normalized based on per million man-hours worked. A recordable injury includes occupational death, nonfatal occupational illness, and other occupational injuries that involve loss of consciousness, lost time injuries, restriction of work or motion cases, transfer to another job, or medical treatment cases other than first aid.
In the United States of America (“U.S.”), where approximately 17% of our employees are located, most employees are at-will employees and, therefore, not subject to any type of employment contract or agreement. Outside the U.S., we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary.
In the United States of America (“U.S.”), where approximately 14% of our employees are located, most employees are at-will employees and, therefore, not subject to any type of employment contract or agreement. Outside the U.S., we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary.
We encourage reporting of violations of our Code of Conduct and other policies, and we have safeguards to prevent retribution against persons that report potential violations in good faith. 6 Table of Contents Suppliers and Raw Materials We acquire component parts, products and raw materials from suppliers, including foundries, forge shops, and original equipment manufacturers.
We encourage reporting of violations of our Code of Conduct and other policies, and we have safeguards to prevent retribution against people that report potential violations in good faith. 6 Table of Contents Suppliers and Raw Materials We acquire component parts, products and raw materials from suppliers, including foundries, forge shops, and original equipment manufacturers.
Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license as critical or essential to our business as a whole. Seasonality Seasonal changes in weather and significant weather events can temporarily affect the delivery of our products and services and otherwise impact our business.
Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license as critical or essential to our business. Seasonality Seasonal changes in weather and significant weather events can temporarily affect the delivery of our products and services and otherwise impact our business.
We also actively solicit employee feedback and constantly strive to make the Company an employer of choice, one such program being the 2023 Global Employee Survey which was carried out to understand and act upon areas where we can positively influence and develop Expro’s culture.
We also actively solicit employee feedback and constantly strive to make the Company an employer of choice, one such program being the 2024 Global Employee Survey which was carried out to understand and act upon areas where we can positively influence and develop Expro’s culture.
Steven Russell 56 Chief Technology Officer, since October 2021; Senior Vice President, Operations, Frank’s, from November 2019 to October 2021; President, Tubular Running Services, Frank’s, from June 2018 to November 2019; Senior Vice President, Human Resources, Frank’s, May 2017 to June 2018; Vice President, Human Resources, Archer Ltd., from January 2011 to May 2017; various technical and executive roles, Schlumberger Limited, from 1990 to 2011.
Steven Russell 57 Chief Technology Officer, since October 2021; Senior Vice President, Operations, Frank’s, from November 2019 to October 2021; President, Tubular Running Services, Frank’s, from June 2018 to November 2019; Senior Vice President, Human Resources, Frank’s, May 2017 to June 2018; Vice President, Human Resources, Archer Ltd., from January 2011 to May 2017; various technical and executive roles, Schlumberger Limited, from 1990 to 2011.
The primary measures for our safety performance are the tracking of the Lost Time Injury Frequency (“LTIF”) rate and the Total Recordable Case Frequency (“TRCF”) rate. LTIF is a measure of the frequency of injuries that result in lost work time, normalized on the basis of per million man-hours worked.
The primary measures for our safety performance are the tracking of the Lost Time Injury Frequency (“LTIF”) rate and the Total Recordable Case Frequency (“TRCF”) rate. LTIF is a measure of the frequency of injuries that result in lost work time, normalized based on per million man-hours worked.
Michael Bentham 61 Principal Accounting Officer, since October 2021; Principal Accounting Officer and Vice President, Legacy Expro, from October 2019 to October 2021; Chief Financial Officer, Legacy Expro, from July 2017 to October 2019; IDS Product Line Controller, Schlumberger Limited, from July 2016 to July 2017; Vice President Finance MI Swaco, Schlumberger Limited, from August 2012 to June 2016. 11 Table of Contents
Michael Bentham 62 Principal Accounting Officer, since October 2021; Principal Accounting Officer and Vice President, Legacy Expro, from October 2019 to October 2021; Chief Financial Officer, Legacy Expro, from July 2017 to October 2019; IDS Product Line Controller, Schlumberger Limited, from July 2016 to July 2017; Vice President Finance MI Swaco, Schlumberger Limited, from August 2012 to June 2016. 11 Table of Contents
We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. • Subsea well access: With 40 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well.
We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. • Subsea well access: With nearly 50 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well.
Our portfolio of technology-enabled products and services fulfill a wide range of our customers’ requirements. We also seek to differentiate ourselves from our competitors by providing a high level of customer service, by providing innovative products and solutions, and by supporting our customers on a global basis.
Our portfolio of cost-effective, technology-enabled products and services fulfill a wide range of our customers’ requirements. We also seek to differentiate ourselves from our competitors by providing a high level of customer service, by providing innovative products and solutions, and by supporting our customers on a global basis.
Alistair Geddes 61 Chief Operating Officer, since October 2021; Chief Operating Officer, Legacy Expro, from 2019 to October 2021; Executive Vice President, Product Lines, Technology and Business Development, Legacy Expro, from 2014 to 2019; various technical and executive roles, Expro, ExxonMobil, BG Group and Weatherford International plc from 1984 to 2014.
Alistair Geddes 62 Chief Operating Officer, since October 2021; Chief Operating Officer, Legacy Expro, from 2019 to October 2021; Executive Vice President, Product Lines, Technology and Business Development, Legacy Expro, from 2014 to 2019; various technical and executive roles, Expro, ExxonMobil, BG Group and Weatherford International plc from 1984 to 2014.
Name Age Current Position and Five-Year Business Experience Michael Jardon 54 President and Chief Executive Officer and Director, since October 2021; Chief Executive Officer, Legacy Expro, from April 2016 to October 2021; various technical and executive roles, Legacy Expro, Vallourec and Schlumberger Limited, from 1992 to 2016.
Name Age Current Position and Five-Year Business Experience Michael Jardon 55 President and Chief Executive Officer and Director, since October 2021; Chief Executive Officer, Legacy Expro, from April 2016 to October 2021; various technical and executive roles, Legacy Expro, Vallourec and Schlumberger Limited, from 1992 to 2016.
Quinn Fanning 60 Chief Financial Officer, since October 2021; Chief Financial Officer, Legacy Expro, from October 2019 to October 2021; Executive Vice President, Tidewater Inc., from July 2008 to March 2019, Chief Financial Officer, Tidewater Inc., from September 2008 to November 2018; investment banker with Citigroup Global Markets, Inc., from 1996 to 2008.
Quinn Fanning 61 Chief Financial Officer, since October 2021; Chief Financial Officer, Legacy Expro, from October 2019 to October 2021; Executive Vice President, Tidewater Inc., from July 2008 to March 2019, Chief Financial Officer, Tidewater Inc., from September 2008 to November 2018; investment banker with Citigroup Global Markets, Inc., from 1996 to 2008.
John McAlister 57 General Counsel and Secretary, since October 2021; Group General Counsel, Legacy Expro, from June 2006 to October 2021; solicitor, Clifford Chance, and various executive roles, BG Group, Lattice Group plc and National Grid plc, from 1991 to 2006.
John McAlister 58 General Counsel and Secretary, since October 2021; Group General Counsel, Legacy Expro, from June 2006 to October 2021; solicitor, Clifford Chance, and various executive roles, BG Group, Lattice Group plc and National Grid plc, from 1991 to 2006.
Customers We derive our revenue from services and product sales to customers primarily in the oil and gas industry. One customer accounted for approximately 12.5% of our revenue in the year ended December 31, 2023. No single customer accounted for more than 10% of our revenue for the years ended December 31, 2022 and 2021.
Customers We derive our revenue from services and product sales to customers primarily in the oil and gas industry. One customer accounted for approximately 10.5% and 12.5% of our revenue in the years ended December 31, 2024 and 2023, respectively. No single customer accounted for more than 10% of our revenue for the year ended December 31, 2022.
Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this report. 10 Table of Contents Information about Our Executive Officers and Other Key Employees The following table sets forth, as of February 21, 2024, the names, ages and experience of our executive officers and other key employees, including all offices and positions held by each for the past five years.
Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this report. 10 Table of Contents Information about Our Executive Officers and Other Key Employees The following table sets forth, as of February 25, 2025, the names, ages and experience of our executive officers and other key employees, including all offices and positions held by each for the past five years.
Natalie Questell 50 Senior Vice President, Human Resources, since October 2021; Vice President of Human Resources, Frank’s, from June 2018 to October 2021; Director of Global Total Rewards and HRIS, Frank’s, from 2015 to June 2018.
Natalie Questell 51 Senior Vice President, Human Resources, since October 2021; Vice President of Human Resources, Frank’s, from June 2018 to October 2021; Director of Global Total Rewards and HRIS, Frank’s, from 2015 to June 2018.
In particular, we offer advanced technology solutions in drilling, tubular running services, cementing and tubulars. With a focus on innovation, we are continuing to advance the way wells are constructed by optimizing process efficiency on the rig floor, developing new methods to handle and install tubulars and mitigating well integrity risks.
We offer advanced technology solutions in tubular running services, tubular products, cementing, drilling and wellbore cleanup. With a focus on innovation, we are continuing to advance the way wells are constructed by optimizing process efficiency on the rig floor, developing new methods to handle and install tubulars, and mitigating well integrity risks.
We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate. As of December 31, 2023, approximately 19% of our employees were subject to collective bargaining agreements, with 15% being under agreements that expire within one year. We consider our relations with our employees to be positive.
We are a party to collective bargaining agreements or other similar arrangements in certain international areas in which we operate. As of December 31, 2024, approximately 19% of our employees were subject to collective bargaining agreements, with 11% being under agreements that expire within one year. We consider our relations with our employees to be positive.
Finally, our quality assurance systems, experienced personnel, and track record all support a strong reputation for safe operations, environmental stewardship, compliance with laws, and ethical commercial engagement. 7 Table of Contents Governmental Regulations We are subject to numerous environmental and other governmental and regulatory requirements related to our operations worldwide.
Finally, our quality assurance systems, experienced personnel, and track record all support a strong reputation for safe operations, environmental stewardship, compliance with laws, and ethical commercial engagement. 7 Table of Contents Governmental Regulations We are subject to numerous stringent foreign, federal, state and local environmental and other governmental and regulatory requirements related to our operations worldwide.
We strive to consistently improve the ways in which we work to keep our employees safe, minimize our impact on the environment and to provide for robust and transparent governance. As of December 31, 2023, we had approximately 8,000 employees worldwide.
We strive to consistently improve the ways in which we work to keep our employees safe, minimize our impact on the environment and to provide for robust and transparent governance. As of December 31, 2024, we had approximately 8,500 employees worldwide.
Competition The markets in which we operate are competitive. We compete with a number of companies, some of which have financial and other resources greater than ours.
Competition The markets in which we operate are competitive. We compete with several companies, some of which have financial and other resources greater than ours.
However, we believe that it is reasonably likely that the trend in environmental legislation and regulation will continue toward stricter standards and, thus, we cannot give any assurance that such costs will not materially adversely affect us in the future.
However, we believe that it is reasonably likely that the trend in environmental legislation and regulation will continue toward stricter standards and more onerous recordkeeping and reporting requirements, thus, we cannot give any assurance that such costs will not materially adversely affect us in the future.
Moreover, accidental releases or spills of regulated substances may occur in the course of our operations, and we cannot assure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons.
Moreover, accidental releases or spills of regulated substances may occur during our operations, and we cannot assure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or people.
Item 1. Business General Expro Group Holdings N.V. is a Netherlands limited liability company ( Naamloze Vennootschap ) and includes the activities of Expro Group Holdings International Limited, Frank’s International C.V. and their wholly owned subsidiaries (either individually or together, as context requires, “Expro,” the “Company,” “we,” “us” and “our”).
Item 1. Business General Expro Group Holdings N.V. is a Netherlands limited liability company (Naamloze Vennootschap) and includes the activities of its wholly owned subsidiaries (either individually or together, as context requires, "Expro," the “Company,” “we,” “us” and “our”).
Failure to comply with these laws or regulations or to obtain or comply with permits may result in the assessment of sanctions, including administrative, civil and criminal penalties, imposition of investigatory, remedial or corrective actions, the required incurrence of capital expenditures, the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of projects, and the imposition of orders or injunctions to prohibit or restrict certain activities or force future compliance.
Failure to comply with these laws or regulations or to obtain or comply with permits obtained under such legal and regulatory schemes may result in the assessment of sanctions, including administrative, civil penalties, criminal prosecution and penalties, imposition of investigatory, remedial or corrective actions, the required incurrence of capital expenditures, the occurrence of restrictions, delays or cancellations in the permitting, operation, development or expansion of projects, and the imposition of orders or injunctions to prohibit or restrict certain activities or force future compliance.
We also provide systems integration and project management services. • Well intervention and integrity: We provide well intervention solutions to acquire and interpret well data, maintain well bore integrity and improve production.
In addition, we provide systems integration and project management services. • Well intervention and integrity: We provide well intervention solutions to acquire and interpret well data, maintain and restore well bore integrity and improve production.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.
While it is not possible at this time to predict the contours of any new or amended legislation or regulatory actions, the adoption and implementation of new or more stringent international, federal or state and local legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.
The table below shows our consolidated revenue and each segment’s revenue and percentage of consolidated revenue for the periods indicated (revenue in thousands): Year Ended Percentage (in thousands) December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2023 December 31, 2022 December 31, 2021 NLA $ 511,800 $ 499,813 $ 193,156 33.8 % 39.1 % 23.4 % ESSA 520,951 389,342 300,557 34.4 % 30.4 % 36.4 % MENA 233,528 201,495 171,136 15.4 % 15.7 % 20.7 % APAC 246,485 188,768 160,913 16.3 % 14.8 % 19.5 % Total Revenue $ 1,512,764 $ 1,279,418 $ 825,762 100.0 % 100.0 % 100.0 % 3 Table of Contents Our broad portfolio of products and services includes: Well Construction • Our well construction products and services support customers’ new wellbore drilling, wellbore completion and recompletion, and wellbore plug and abandonment requirements.
The table below shows our consolidated revenue and each segment’s revenue and percentage of consolidated revenue for the periods indicated (revenue in thousands): Year Ended Percentage (in thousands) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2024 December 31, 2023 December 31, 2022 NLA $ 566,048 $ 511,800 $ 499,813 33.0 % 33.8 % 39.1 % ESSA 564,440 520,951 389,342 33.0 % 34.4 % 30.4 % MENA 332,216 233,528 201,495 19.4 % 15.4 % 15.7 % APAC 250,098 246,485 188,768 14.6 % 16.3 % 14.8 % Total revenue $ 1,712,802 $ 1,512,764 $ 1,279,418 100.0 % 100.0 % 100.0 % 3 Table of Contents Our broad portfolio of products and services includes: Well Construction • Our well construction products and services support customers’ new wellbore drilling, wellbore completion and recompletion, and wellbore plug and abandonment requirements.
Climate Change Climate change continues to attract considerable attention in the U.S. and other countries. Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHGs”) as well as to restrict or eliminate such future emissions.
Numerous proposals have been made and could continue to be made at the international, national, regional and state levels of government to monitor and limit existing emissions of greenhouse gases (“GHGs”) as well as to restrict or eliminate such future emissions.
We believe we are a market leader in deepwater tubular running services and solutions. In recent years, we have added a range of lower-risk, open water cementing solutions, including the proprietary SeaCure® and QuikCure® solutions. We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency.
We believe we are a market leader in deepwater tubular running services and solutions. In recent years, we have added a range of lower-risk, open water cementing solutions, including the proprietary SeaCure® and QuikCure® solutions.
Our ethical foundation is our Code of Conduct, the provisions of which all employees are expected to understand and comply with. Our compliance and ethics policies undergo regular review.
We have comprehensive compliance programs and policies that are applied globally to our entire workforce. Our ethical foundation is our Code of Conduct, the provisions of which all employees are expected to understand and comply with. Our compliance and ethics policies undergo regular review.
In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in wellbore annuli; and Galea™, an autonomous well intervention solution.
In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced and acquired a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in wellbore annuli; Galea™, an autonomous well intervention solution; and expandable casing patches designed to repair damaged production casing or isolate existing perforations prior to refracturing a well (a so called “patch and perf”).
Employee Health and Safety We are subject to a number of federal and state laws and regulations, including the Occupational Safety and Health Act and comparable state statutes, establishing requirements to protect the health and safety of workers. In addition, the U.S.
Employee Health and Safety We are subject to several federal and state laws and regulations, including the Occupational Safety and Health Act, analogous state statutes, and regulations implementing same, establishing requirements aimed at protecting the health and safety of workers. In addition, the U.S.
We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies, a rig-deployed Intervention Riser System (“IRS”) and a vessel-deployed, wire through water Riserless Well Intervention System (“RWIS”).
We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention, and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies (“STTA”) and a range motion-compensating and other surface handling equipment.
Based upon the geographic diversification of our employees, we believe any risk of loss from employee strikes or other collective actions would not be material to the conduct of our operations taken as a whole. Diversity and Inclusion At Expro, we strive to be a safe, diverse, inclusive and people-focused company that positively impacts local communities and society.
Based upon the geographic diversification of our employees, we believe any risk of loss from employee strikes or other collective actions would not be material to the conduct of our operations taken as a whole.
Code of Business Conduct and Ethics We pledge to be forthright in all our business interactions and conduct our business to the highest ethical standards. That commitment extends to strict compliance with all relevant laws, regulations and business standards. We have comprehensive compliance programs and policies that are applied globally to our entire workforce.
We also standardize our global training processes to provide that all jobs are executed to high standards of safety and quality. Code of Business Conduct and Ethics We pledge to be forthright in all our business interactions and conduct our business to the highest ethical standards. That commitment extends to strict compliance with all relevant laws, regulations and business standards.
Various governmental entities (within and outside the U.S.) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. Additionally, states and local governments may also seek to limit hydraulic fracturing activities through time, place, and manner restrictions on operations or ban the process altogether.
Additionally, states and local governments may also seek to limit hydraulic fracturing activities through time, place, and manner restrictions on operations or ban the process altogether.
We aim to create a work environment free of harassment and bullying, where everyone is treated with dignity and respect. Diversity and inclusiveness are important to our current and future success by providing varied experiences, ideas and insights to inform decisions, identify new approaches, and solve business challenges.
Diversity and inclusiveness are important to our current and future success by providing varied experiences, ideas and insights to inform decisions, identify new approaches, and solve business challenges.
At the international level, there is a non-binding agreement, the United Nations-sponsored “Paris Agreement,” for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020. Under the Paris Agreement, the Biden Administration has committed the United States to reducing its greenhouse gas emissions by 50 - 52% from 2005 levels by 2030.
At the international level, there is a non-binding agreement, the United Nations-sponsored “Paris Agreement,” for nations to limit their GHG emissions through individually-determined reduction goals every five years after 2020. After President Biden reentered the Paris Agreement, in January 2024, President Trump signed an executive order directing the United States to withdraw from the Paris Agreement.
In an inclusive work environment, people with different backgrounds, religious beliefs, sexual orientations, ethnicity and other differences feel like they belong. We are committed to the equal treatment of all employees, job applicants and associated personnel regardless of race, color, nationality, ethnic or nation originals, sex, disability, age, religion or belief, or any other factors prohibited by law.
We are committed to the equal treatment of all employees, job applicants and associated personnel regardless of race, color, nationality, ethnic or nation originals, sex, disability, age, religion, or any other factors prohibited by law. We aim to create a work environment free of harassment and bullying, where everyone is treated with dignity and respect.
Year Ended December 31, 2023 2022 2021 LTIF 0.06 0.36 0.46 TRCF 0.61 1.07 1.31 We have comprehensive compliance policies, programs and training that are applied globally to our entire workforce. We also standardize our global training processes to provide that all jobs are executed to high standards of safety and quality.
The table below presents the worldwide LTIF and TRCF for the Company for the years ended December 31, 2024, 2023 and 2022. Year Ended December 31, 2024 2023 2022 LTIF 0.00 0.06 0.36 TRCF 1.05 0.61 1.07 We have comprehensive compliance policies, programs and training that are applied globally to our entire workforce.
Most people recognize the importance of diversity at work and the benefits it can bring to an organization and its people. However, diversity is only half of the story. The other half is inclusion: building a work environment in which people feel valued for who they are, bring their whole selves to work and contribute fully.
The other half is inclusion: building a work environment in which people feel valued for who they are, bringing their whole selves to work, and contributing fully. In an inclusive work environment, people with different backgrounds, religious beliefs, sexual orientations, ethnicity and other differences feel like they belong.
Our Operations With roots dating to 1938, the Company is a leading provider of energy services, offering cost-effective, innovative solutions and what the Company considers to be best-in-class safety and service quality. The Company’s extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.
With roots dating to 1938, we have approximately 8,500 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in over 50 countries. Our extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.
The Merger closed on October 1, 2021, and the Company, previously known as Frank’s International N.V. (“Frank’s”), was renamed Expro Group Holdings N.V. The Merger has been accounted for using the acquisition method of accounting with Legacy Expro being identified as the accounting acquirer.
The Merger closed on October 1, 2021, and the Company, previously known as Frank’s International N.V. (“Frank’s”), was renamed Expro Group Holdings N.V. Our Operations Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality.
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The historical financial statements presented in this Annual Report on Form 10-K (this “Form 10-K”) reflect the financial position, results of operations and cash flows of only Legacy Expro for all periods prior to the Merger and of the combined company (including activities of Frank’s) for all periods subsequent to the Merger.
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We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems.
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The Company provides services in many of the world’s major offshore and onshore energy basins, with operations in approximately 60 countries. The Company’s broad portfolio of products and services provides solutions to enhance production and improve recovery across the well lifecycle, from exploration through abandonment.
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We also provide services and solutions utilizing a rig-deployed Intervention Riser System (“IRS”) owned by a third party and have capabilities for vessel-deployed light well intervention services.
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The table below presents the worldwide LTIF and TRCF for the Company for the years ended December 31, 2023 and 2022 and on a combined basis for Legacy Expro and Frank’s for the year ended December 31, 2021.
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Our objectives for 2025, which we expect will drive our performance in the year ahead, are organized around three themes: relevancy, resilience and results.
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In November 2021, the U.S. and other countries entered into the Glasgow Climate Pact, which includes a range of measures designed to address climate change, including but not limited to the phase-out of fossil fuel subsidies, reducing methane emissions by 30% by 2030, and cooperating toward the advancement of the development of clean energy.
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We are committed to delivering above-market revenue growth, strong profitability and sustained generation of free cash flow.
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Executive orders may be issued or federal legislation or regulatory initiatives may be adopted to achieve the agreement’s goals.
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We believe improved business results require clear goals, an organizational commitment to continuous, systematic improvements, and top-to-bottom accountability. 4 Table of Contents Human Capital At Expro, people are at the heart of our success, and we are united by our Code of Conduct (“Code of Conduct”) and our core values: People, Performance, Partnerships and Planet.
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Diversity and Inclusion At Expro, we strive to be a safe, diverse, inclusive and people-focused company that rewards ability and effort, and positively impacts local communities and society. Most people recognize the importance of diversity at work and the benefits it can bring to an organization and its people. However, diversity is only half of the story.
Added
Various governmental agencies promulgate and enforce regulatory schemes to implement and enforce these laws, compliance with which can be complex and costly.
Added
Additionally, it is possible that other future developments, such as the adoption of complex and stricter environmental and health and safety laws, regulations and enforcement policies may result in additional costs or liabilities that cannot currently be quantified. Climate Change Climate change continues to attract considerable attention domestically in the U.S. and internationally.
Added
Following such withdrawal, emission reduction targets and other provisions of legislative or regulatory initiatives and policies enacted in the future by the United States may be possible or, in the absence of federal action, states in which the Group operates may become more active and focused on taking legislative or regulatory actions aimed at climate change and minimizing GHG emissions.
Added
The Trump Administration has indicated that it will diverge from the Biden Administration’s positions and could withdraw from or otherwise roll back GHG commitments, as President Trump has done with directing withdrawal from the Paris Agreement.
Added
While it is not possible at this time to predict how any such actions may impact our business, such actions, if undertaken, may prompt more activity from other states, local legislative bodies and administrative agencies to pass stricter GHG laws, regulations and other binding commitments.
Added
Various governmental entities (within and outside the U.S.) are in the process of studying, restricting, regulating or preparing to regulate hydraulic fracturing, directly or indirectly. In the U.S., the Environmental Protection Agency (“EPA”) regulates certain hydraulic fracturing operations involving diesel under the Underground Injection Control program of the federal Safe Drinking Water Act.
Added
The adoption of legislation or regulatory programs that restrict or otherwise materially limit offshore drilling could adversely affect, reduce or delay drilling and completion activities, increase the cost of drilling and production, and thereby reduce demand for our services.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, entities affiliated with Oak Hill Advisors, L.P. have the right to designate (i) two persons as its nominees for election to the Board as non-executive directors for so long as the Oak Hill Group (as defined in the Director Nomination Agreement) collectively owns shares of common stock equal to at least 20% of the total shares outstanding and (ii) one person as its nominee for election to the Board as a non-executive director for so long as the Oak Hill Group collectively owns shares of common stock equal to at least 10% (but less than 20%) of the total shares outstanding.
Biggest changeIn addition, entities affiliated with Oak Hill Advisors, L.P. have the right to designate one person as its nominee for election to the Board as non-executive directors for so long as the Oak Hill Group (as defined in the Director Nomination Agreement) collectively owns shares of common stock equal to at least 10% of the total shares outstanding as of the closing date of the Merger.
We are exposed to risks inherent in doing business in each of the countries in which we operate, including, but not limited to, the following: • political, social and economic instability; • potential expropriation, seizure or nationalization of assets, and trapped assets; • deprivation of contract rights; • inflationary pressures; • increased operating costs; • inability to collect revenue due to shortages of convertible currency; • unwillingness of foreign governments to make new onshore and offshore areas available for drilling; • civil unrest and protests, strikes, acts of terrorism, war or other armed conflict; • import/export quotas; • confiscatory taxation or other adverse tax policies; • continued application of foreign tax treaties; • currency exchange controls; • currency exchange rate fluctuations and devaluations; • restrictions on the repatriation of funds; • pandemics, epidemics and other public health events; and • other forms of government regulation which are beyond our control. 13 Table of Contents Instability and disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business, including economically and politically volatile areas such as Eastern Europe, Africa and the Middle East, could cause or contribute to factors that could have an adverse effect on the demand for the products and services we provide.
We are exposed to risks inherent in doing business in each of the countries in which we operate, including, but not limited to, the following: • political, social and economic instability; • potential expropriation, seizure or nationalization of assets, and trapped assets; • deprivation of contract rights; • inflationary pressures; • increased operating costs; • inability to collect revenue due to shortages of convertible currency; • unwillingness of foreign governments to make new onshore and offshore areas available for drilling; • civil unrest and protests, strikes, acts of terrorism, war or other armed conflict; • import/export quotas; • tariffs; • confiscatory taxation or other adverse tax policies; • continued application of foreign tax treaties; • currency exchange controls; • currency exchange rate fluctuations and devaluations; • restrictions on the repatriation of funds; • pandemics, epidemics and other public health events; and • other forms of government regulation which are beyond our control. 13 Table of Contents Instability and disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business, including economically and politically volatile areas such as Eastern Europe, Africa and the Middle East, could cause or contribute to factors that could have an adverse effect on the demand for the products and services we provide.
The adoption and implementation of new or more stringent international, federal or state legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming fossil fuels, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.
The adoption and implementation of new or more stringent international, federal, state and local legislation, regulations or other regulatory initiatives that impose more stringent standards for GHG emissions from the oil and natural gas sector or otherwise restrict the areas in which this sector may produce oil and natural gas or generate GHG emissions could result in increased costs of compliance or costs of consuming fossil fuels, and thereby reduce demand for, oil and natural gas, which could reduce demand for our services and products.
There can be no assurance that the systems we have designed and implemented to prevent or limit the effects of cyber incidents or attacks will be sufficient in preventing all such incidents or attacks or avoiding a material impact to our systems when such incidents or attacks do occur.
There can be no assurance that the systems we have designed and implemented to prevent or limit the effects of cyber incidents or attacks will be sufficient in preventing all such incidents or attacks or avoiding a material impact on our systems when such incidents or attacks do occur.
We have experienced, and expect to continue to experience, cyber intrusions and attacks to our information systems and our operational technology. To our knowledge, none of these incidents or attacks have resulted in a material cybersecurity intrusion or data breach.
We have experienced, and expect to continue to experience, cyber intrusions and attacks on our information systems and our operational technology. To our knowledge, none of these incidents or attacks have resulted in a material cybersecurity intrusion or data breach.
If interest rates continue to increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, and our net income and cash flows will correspondingly decrease. 17 Table of Contents Risks Related to Legal and Regulatory Requirements Our operations and our customers ’ operations are subject to a variety of governmental laws and regulations that may increase our costs, limit the demand for our services and products or restrict our operations.
If interest rates were to increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed will remain the same, and our net income and cash flows will correspondingly decrease. 17 Table of Contents Risks Related to Legal and Regulatory Requirements Our operations and our customers ’ operations are subject to a variety of governmental laws and regulations that may increase our costs, limit the demand for our services and products or restrict our operations.
We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or subsequent to the acquisition but before we are able to institute our compliance procedures. 19 Table of Contents There are various risks associated with greenhouse gases and climate change legislation or regulations that could result in increased operating costs and reduced demand for our services.
We may also be held responsible for any violations by an acquired company that occur prior to an acquisition, or after the acquisition but before we are able to institute our compliance procedures. 19 Table of Contents There are various risks associated with greenhouse gases and climate change legislation or regulations that could result in increased operating costs and reduced demand for our services.
In addition, based on Dutch corporate law and our articles of association, the 2023 annual general meeting of shareholders has authorized our Board, for a period of eighteen months as of the date of the 2023 annual meeting, to issue common stock, up to 20% of the issued share capital, for any legal purpose, which could include defensive purposes, without further shareholder approval being needed.
In addition, based on Dutch corporate law and our articles of association, the 2024 annual general meeting of shareholders has authorized our Board, for a period of eighteen months as of the date of the 2024 annual meeting, to issue common stock, up to 20% of the issued share capital, as of the date of the 2024 annual general meeting, for any legal purpose, which could include defensive purposes, without further shareholder approval being needed.
Our operations may be adversely affected by various laws and regulations in countries in which we operate relating to the equipment and operation of drilling units, oil and gas exploration and development, as well as import and export activities. Governing bodies have enacted and may propose legislation or regulations that would materially limit or prohibit drilling in certain areas.
Our operations may be adversely affected by various laws and regulations in countries in which we operate related to the equipment and operation of drilling units, oil and gas exploration and development, as well as import and export activities. Governing bodies have enacted and may propose legislation or regulations that would materially limit or prohibit drilling in certain areas.
If we are unable to adapt our business to the effects of the energy transition in a timely and effective manner, our financial condition and results of operations could be negatively impacted. The transition of the global energy sector from primarily a fossil fuel-based system to renewable energy sources could affect our customers’ levels of expenditures.
If we are unable to adapt our business to the effects of the energy transition in a timely and effective manner, our financial condition and results of operations could be negatively impacted. The transition of the global energy sector from primarily a fossil fuel-based system to renewable energy sources could affect our customers’ levels of expenditure.
Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities. We are subject to U.S. anti-boycott laws. The U.S. and other countries also from time to time may impose special punitive tariff regimes targeting goods from certain countries.
Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities. We are subject to U.S. anti-boycott laws. The U.S. and other countries also from time to time may impose tariffs, including special punitive tariff regimes targeting goods from certain countries.
We are required to comply with a number of complex laws pertaining to business conduct, including the U.S. Foreign Corrupt Practices Act and similar legislation enacted by Governments outside the U.S. We operate internationally and in some countries with high levels of perceived corruption commonly gauged according to the Transparency International Corruption Perceptions Index.
We are required to comply with several complex laws pertaining to business conduct, including the U.S. Foreign Corrupt Practices Act and similar legislation enacted by Governments outside the U.S. We operate internationally and in some countries with high levels of perceived corruption commonly gauged according to the Transparency International Corruption Perceptions Index.
Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce demand for our services and products.
Additionally, political, litigation and financial risks may result in our oil and natural gas customers restricting or canceling production activities, incurring liability for infrastructure damages because of climatic changes, or impairing their ability to continue to operate in an economic manner, which also could reduce demand for our services and products.
Item 1A. Risk Factors You should carefully consider the risks described below together with the other information contained in this Form 10-K. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Item 1A. Risk Factors You should carefully consider the risks described below together with the other information contained in this Annual Report on Form 10-K (this “ Form 10-K ” ) . Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations.
We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.
We conduct ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. While we maintain reserves for potential credit losses, we cannot assure you that such reserves will be sufficient to meet write-offs of uncollectible receivables or that our losses from such receivables will be consistent with our expectations.
These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our management. 21 Table of Contents It may be difficult for you to obtain or enforce judgments against us or some of our executive officers and directors in the U.S. or the Netherlands.
These provisions, alone or together, could delay hostile takeovers and changes in control of our company or changes in our management. It may be difficult for you to obtain or enforce judgments against us or some of our executive officers and directors in the U.S. or the Netherlands.
The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations.
The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner that materially impacts our operations.
It is possible that some of these parties will have interests that are different from, or in addition to, interests of our shareholders. Our articles of association and Dutch corporate law contain provisions that may discourage a takeover attempt.
It is possible that some of these parties will have interests that are different from, or in addition to, the interests of our shareholders. 21 Table of Contents Our articles of association and Dutch corporate law contain provisions that may discourage a takeover attempt.
Compliance with current or future privacy, data protection and information security laws could significantly impact our current and planned privacy, data protection and information security related practices, our collection, use, sharing, retention and safeguarding of employee information and information regarding others with whom we do business.
Compliance with current or future privacy, data protection and information security laws could have a significant impact on our current and planned privacy, data protection and information security related practices, our collection, use, sharing, retention and safeguarding of employee information and information regarding others with whom we do business.
If any country successfully challenges our income tax filings based on our structure, or if we otherwise lose a material tax dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected. 23 Table of Contents Item 1B. Unresolved Staff Comments None.
If any country successfully challenges our income tax filings based on our structure, or if we otherwise lose a material tax dispute, our effective tax rate on worldwide earnings could increase substantially and our financial results could be materially adversely affected. 23 Table of Contents
The collective action cannot result in an order for payment of monetary damages but may result in a declaratory judgment ( verklaring voor recht ), for example declaring that a party has acted wrongfully or has breached a fiduciary duty.
A collective action can either result in an order for payment of monetary damages or in a declaratory judgment ( verklaring voor recht ), for example declaring that a party has acted wrongfully or has breached a fiduciary duty.
In addition, the effects of world events, such as the Russian war in Ukraine, heightened tensions resulting from ongoing conflicts in the Middle East and an economic slowdown or recession in the U.S. and other countries, have and may continue to materially impact the demand for crude oil and natural gas, which has contributed further to price volatility.
In addition, the effects of world events, such as the Russian war in Ukraine and heightened tensions resulting from ongoing conflicts in the Middle East, have and may continue to materially impact the demand for crude oil and natural gas, which has contributed further to price volatility.
As a result of this concentration in some of our supply chains, our business and operations have been and may in the future be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, availability or timely delivery of their products.
Certain of our product lines depend on a limited number of third party suppliers. As a result of this concentration in some of our supply chains, our business and operations have been and may in the future be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, availability or timely delivery of their products.
In addition, if a significant customer experiences liquidity constraints or other financial difficulties, it may be unable to make required payments to us or may seek to renegotiate contracts, which could adversely affect our liquidity and profitability. We are subject to the risk of supplier concentration. Certain of our product lines depend on a limited number of third party suppliers.
In addition, if a significant customer experiences liquidity constraints or other financial difficulties, it may be unable to make the payments required to us or may seek to renegotiate contracts, which could adversely affect our liquidity and profitability. We are subject to the risk of supplier concentration.
We are a Dutch company with limited liability ( Naamloze Vennootschap ). Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The rights of shareholders and the responsibilities of members of our Board may be different from those in companies governed by the laws of U.S. jurisdictions.
Our corporate affairs are governed by our articles of association and by the laws governing companies incorporated in the Netherlands. The rights of shareholders and the responsibilities of members of our Board may be different from those in companies governed by the laws of U.S. jurisdictions.
In addition, if we fail or are perceived to not effectively implement an energy transition strategy, or if investors, banks or institutional lenders shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted. 16 Table of Contents Risks Related to Accounting and Financial Matters Customer credit risks could result in losses.
In addition, if we fail or are perceived to not effectively implement an energy transition strategy, or if investors, banks or institutional lenders shift funding away from companies in fossil fuel-related industries, our access to capital or the market for our securities could be negatively impacted. 16 Table of Contents Our approach to artificial intelligence presents risks and challenges that can impact our business.
The Oak Hill Group currently has the right to designate one person as its nominee for election to the Board. Upon the Oak Hill Group ceasing to collectively own shares of common stock equal to at least 10% of the total shares outstanding, Oak Hill Advisors will not have a right to designate a director to the Board.
Upon the Oak Hill Group ceasing to collectively own shares of common stock equal to at least 10% of the total shares outstanding as of the closing date of the Merger, Oak Hill Advisors will not have a right to designate a director to the Board.
Our business may also face reputational damages as a result of any personal data breach or violation of the GDPR. 20 Table of Contents Risks Related to Our Common Stock As a Dutch company with limited liability, the rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. jurisdictions.
Our business may also face reputational damage as a result of any personal data breach or violation of the GDPR. 20 Table of Contents Risks Related to Our Common Stock The market price of our common stock may be volatile.
Reduced activity in our areas of operation as a result of decreased capital spending could have a negative long-term impact on our business. Our business will need to adapt to changing customer preferences and government requirements.
Reduced activity in our areas of operation because of decreased capital spending could have a negative long-term impact on our business. Our business will need to adapt to changing customer preferences and government requirements. If the energy transition occurs faster than anticipated or in a manner we do not anticipate, demand for our services and products could be adversely affected.
Removed
Additional regulation is pending in other states and federally, including rules proposed by the SEC in March 2022 that would require companies to enhance and standardize disclosures related to climate change, specifically those associated with physical risks and transitional risks. We expect regulatory requirements related to ESG matters to continue to expand globally.
Added
In addition, several U.S. states have adopted or proposed mandatory reporting related to GHG emissions or climate-related risk.
Removed
If the energy transition occurs faster than anticipated or in a manner we do not anticipate, demand for our services and products could be adversely affected.
Added
As a result of varying rules adopted by jurisdictions in which we operate (and the reversal of such rules), we are increasingly subject to an overlapping patchwork of laws and regulations, including disclosure requirements, which may increase the costs of compliance and the risk of violations. We expect regulatory requirements related to ESG matters to continue to expand globally.
Added
Artificial intelligence (“AI”) presents risks and challenges that could impact our business, including perceived breaches of privacy or security incidents related to the use of AI. We are integrating AI tools into our systems, and our third-party service providers, as well as our competitors, may also develop or use such tools.
Added
AI may become more important to our operations or to our future growth over time. There can be no assurance that we will realize the desired or anticipated benefits, or any benefits, and we may fail to properly implement such technology.
Added
In addition, the providers of our or our third-party service providers’ AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, compliance, and transparency, among others, which could inhibit our or our service providers’ ability to maintain an adequate level of functionality or service.
Added
Our service providers may also incorporate AI into their services without disclosing such use to us, or fail to disclose risks presented by their use of AI. There is a risk that AI tools used by us or by our service providers could produce inaccurate or unexpected results or behaviors that could harm our business, customers, or reputation.
Added
Our competitors or other third parties may incorporate AI in their business operations more quickly or more successfully than we do. Additionally, the complex and rapidly evolving landscape around AI may expose us to claims, inquiries, demands and proceedings by private parties and global regulatory authorities and subject us to legal liability as well as reputational harm.
Added
New laws and regulations are being adopted in the United States and in non-U.S. jurisdictions, and existing laws and regulations may be interpreted in ways that would affect our business operations and the way in which we use AI.
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Any of these outcomes could impair our ability to compete effectively, damage our reputation, result in the loss of our or our customers’ property or information, and materially adversely affect our financial position, operating results or cash flows. Risks Related to Accounting and Financial Matters Customer credit risks could result in losses.
Added
The market price of our common stock has been volatile in the past and may continue to be volatile in the future. If the market price of our common stock declines significantly, our shareholders may be unable to sell their shares of our common stock at or above their purchase price, if at all.
Added
We cannot assure our shareholders that the market price of our common stock will not fluctuate or decline significantly in the future.
Added
Some of the factors that could negatively affect the price of our common stock or result in fluctuations in the price or trading volume of our common stock include: • variations in our quarterly operating results; • failure to meet our earnings estimates; • publication of research reports about us or our industry; • additions or departures of our executive officers and other key management personnel; • our announcements of significant contracts, acquisitions, strategic partnerships or joint ventures; • adverse market reaction to any indebtedness we may incur or securities we may issue in the future; • actions by shareholders; • fluctuations in stock market price and volume; • speculation in the press or investment community; • changes or proposed changes in laws or regulations or differing interpretations thereof affecting our business or enforcement of these laws and regulations, or announcements relating to these matters; • adverse publicity about our industry generally or individual scandals, specifically; and • general market and economic conditions.
Added
As a Dutch company with limited liability, the rights of our shareholders may be different from the rights of shareholders in companies governed by the laws of U.S. jurisdictions. We are a Dutch company with limited liability ( Naamloze Vennootschap ).

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Item 1C. Cybersecurity In the ordinary course of our business, we collect, use, store, and transmit digitally large amounts of confidential, sensitive, proprietary, and personal information. The secure maintenance of this information and our information technology systems is important to our operations and business strategy.
Added
Item 1C. Cybersecurity 24 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. Reserved 27 Item 7.
Removed
To this end, we have implemented processes designed to assess, identify, and manage risks from potential unauthorized occurrences on or through our information technology systems that may result in adverse effects on the confidentiality, integrity, and availability of these systems and the data residing therein.
Added
Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 49 Item 8. Financial Statements and Supplementary Data 50
Removed
These processes are managed and monitored by a dedicated Cybersecurity and Infrastructure team, which is led by our Chief Information Officer, and include mechanisms, controls, technologies, systems, and other processes designed to prevent or mitigate data loss, theft, misuse, or other security incidents or vulnerabilities affecting the data and maintain a stable information technology environment.
Removed
For example, we conduct penetration and vulnerability testing, data recovery testing, security audits, and annual and ongoing risk assessments. We engage third parties to perform monitoring and regular penetration testing. We have adopted an Incident Response Policy that applies in the event of a cybersecurity threat or incident that follows the National Institute of Standards and Technology framework.
Removed
We also conduct regular employee trainings on cyber and information security, among other topics. In addition, we consult with outside advisors and experts, when appropriate, to assist with assessing, identifying, and managing cybersecurity risks, including to anticipate future threats and trends, and their impact on the Company’s risk environment.
Removed
Our Chief Information Officer who reports to the Chief Financial Officer and has over 30 years of experience managing information technology and cybersecurity matters, together with our executive management team, is responsible for assessing and managing cybersecurity risks. We consider cybersecurity, along with other significant risks that we face, within our overall enterprise risk management framework.
Removed
In the last fiscal year, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, but we face certain ongoing cybersecurity risks threats that, if realized, are reasonably likely to materially affect us.
Removed
Additional information on cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors,” under the heading “Risks Related to Legal and Regulatory Requirements.” The Board of Directors, as a whole and at the committee level, has oversight for the most significant risks facing us and for our processes to identify, prioritize, assess, manage, and mitigate those risks.
Removed
The Nominating and Governance Committee has been designated by our Board to oversee cybersecurity risks. The Nominating and Governance Committee receives periodic updates on cybersecurity and information technology matters and related risk exposures from our Chief Information Officer.
Removed
The Board also receives updates from management and the ESG Committee on cybersecurity risks on at least an annual basis. 24 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLeased or Location Owned Principal/Most Significant Use All Segments Houston, Texas Leased Corporate office Reading, United Kingdom Leased Corporate office Aberdeen, Scotland Owned/Leased Regional operations, manufacturing, engineering and administration Lafayette, Louisiana Owned Regional operations, manufacturing, engineering and administration NLA Georgetown, Guyana Leased Regional operations Macaé, Brazil Owned Regional operations and administration Neuquen, Argentina Leased Regional operations New Iberia, Louisiana Leased Regional operations Broussard, Louisiana Leased Regional operations Villahermosa, Mexico Leased Regional operations ESSA Den Helder, the Netherlands Owned/Leased Regional operations and administration Stavanger, Norway Leased Regional operations MENA Al Khobar, Saudi Arabia Leased Corporate office and regional operations Dubai, United Arab Emirates Owned/Leased Regional operations and administration Hassi Messaoud, Algeria Leased Regional operations APAC Kuala Lumpur, Malaysia Leased Regional operations and administration Labuan, Malaysia Leased Regional operations Perth, Australia Leased Regional operations Our largest manufacturing facilities are located in Aberdeen, Scotland and Lafayette, Louisiana, where we design, manufacture and/or assemble a substantial portion of our service equipment.
Biggest changeLeased or Location Owned Principal/Most Significant Use All Segments Houston, Texas Leased Corporate office Reading, United Kingdom Leased Corporate office Aberdeen, Scotland Owned/Leased Regional operations, manufacturing, engineering and administration Lafayette, Louisiana Owned Regional operations, manufacturing, engineering and administration NLA Georgetown, Guyana Leased Regional operations Macaé, Brazil Owned Regional operations and administration Neuquen, Argentina Leased Regional operations New Iberia, Louisiana Leased Regional operations Broussard, Louisiana Leased Regional operations Villahermosa, Mexico Leased Regional operations ESSA Den Helder, the Netherlands Owned/Leased Regional operations and administration Stavanger, Norway Leased Regional operations MENA Al Khobar, Kingdom of Saudi Arabia (“KSA”) Leased Corporate office and regional operations Dubai, United Arab Emirates Leased Regional operations and administration Hassi Messaoud, Algeria Leased Regional operations APAC Kuala Lumpur, Malaysia Leased Regional operations and administration Labuan, Malaysia Leased Regional operations Perth, Australia Leased Regional operations Our largest manufacturing facilities are located in Aberdeen, Scotland and Lafayette, Louisiana, where we design, manufacture and/or assemble a substantial portion of our service equipment.
Item 2. Properties In order to design, manufacture and service the proprietary equipment that support our operations, as well as the products that we offer for sale directly to external customers, we maintain several manufacturing and service facilities around the world. We currently provide our services and products in approximately 60 countries.
Item 2. Properties In order to design, manufacture and service the proprietary equipment that support our operations, as well as the products that we offer for sale directly to external customers, we maintain several manufacturing and service facilities around the world. We currently provide our services and products in over 50 countries.
The following table details our material facilities by segment, owned or leased by us as of December 31, 2023.
The following table details our material facilities by segment, owned or leased by us as of December 31, 2024.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe peer group consists of the following companies: Baker Hughes Company, ChampionX Corporation, Core Laboratories N.V., Dril-Quip, Inc., TechnipFMC plc, Halliburton Company, Helix Energy Solutions Group Inc., National Energy Services Reunited Corp., Patterson-UTI Energy, Inc. (which acquired NexTier Oilfield Solutions Inc., a member of our peer group for 2022), Oceaneering International, Inc., NOV Inc. and Schlumberger Limited.
Biggest changeThe peer group consists of the following companies: Baker Hughes Company, ChampionX Corporation, Core Laboratories, Inc., Innovex International, Inc. (formerly named Dril-Quip, Inc., which acquired Innovex Downhole Solutions, Inc. in September 2024), TechnipFMC plc, Halliburton Company, Helix Energy Solutions Group Inc., National Energy Services Reunited Corp., Patterson-UTI Energy, Inc., Oceaneering International, Inc., NOV Inc. and Schlumberger Limited.
Accordingly, there can be no assurance that we will pay dividends. Unregistered Sales of Equity Securities We did not have any sales of unregistered equity securities during the year ended December 31, 2023, that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Accordingly, there can be no assurance that we will pay dividends. Unregistered Sales of Equity Securities We did not have any sales of unregistered equity securities during the year ended December 31, 2024, that we have not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
The graph assumes that the value of the investment in our common stock was $100 at December 31, 2018 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2023. The shareholder return set forth herein is not necessarily indicative of future performance.
The graph assumes that the value of the investment in our common stock was $100 at December 31, 2019 and for each index (including reinvestment of dividends) and tracks the return on the investment through December 31, 2024. The shareholder return set forth herein is not necessarily indicative of future performance.
Approximately $90.0 million remained authorized for repurchases as of December 31, 2023, subject to the limitation set in our shareholder authorization for repurchases of our common stock. 26 Table of Contents Performance Graph The following performance graph compares the performance of our common stock to the Russell 2000 Index, the SPDR S&P Oil & Gas Equipment & Services ETF (“XES”) and to a peer group established by management.
Approximately $75.8 million remained authorized for repurchases as of December 31, 2024, subject to the limitation set in our shareholder authorization for repurchases of our common stock. 26 Table of Contents Performance Graph The following performance graph compares the performance of our common stock to the Russell 2000 Index, the SPDR S&P Oil & Gas Equipment & Services ETF (“XES”) and to a peer group established by management.
Following is a summary of repurchases of our common stock during the three months ended December 31, 2023: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (2) October 1 - October 31 -- $ -- -- $ 100,000,000 November 1 - November 30 642,334 $ 15.59 642,334 $ 89,987,162 December 1 - December 31 -- $ -- -- $ 89,987,162 Total 642,334 $ 15.59 642,334 1) This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions.
Following is a summary of repurchases of our common stock during the three months ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Program (2) October 1 - October 31 -- $ -- -- $ 89,987,162 November 1 - November 30 -- $ -- -- $ 89,987,162 December 1 - December 31 1,200,000 $ 11.80 1,200,000 $ 75,831,912 Total 1,200,000 $ 11.80 1,200,000 1) This table excludes shares withheld from employees to satisfy tax withholding requirements on equity-based transactions.
Item 5. Market for the Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NYSE under the symbol “XPRO”. On February 16, 2024, we had 110,079,739 shares of common stock outstanding. The common shares outstanding at February 16, 2024, were held by approximately 20 record holders.
Item 5. Market for the Registrant ’ s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the NYSE under the symbol “XPRO”. On February 18, 2025, we had 116,377,932 shares of common stock outstanding. The common shares outstanding at February 18, 2025, were held by approximately 19 record holders.
Issuer Purchases of Equity Securities On October 25, 2023, the Board approved an extension to the stock repurchase program first approved on June 16, 2022. Pursuant to the extended stock repurchase program, the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 25, 2023 through November 24, 2024 (the “Stock Repurchase Program”).
Issuer Purchases of Equity Securities On December 12, 2024, the Company’s Board of Directors (the “Board”) approved an extension to its stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 25, 2023 through November 24, 2025 (the “Stock Repurchase Program”).
Accordingly, the graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the Russell 2000 Index, the PHLX Oil Service Sector Index (which was selected as an index for 2022), SPDR S&P Oil & Gas Equipment & Services ETF and our peer group for the period from December 31, 2018 through December 31, 2023.
The graph below compares the cumulative total return to holders of our common stock with the cumulative total returns of the Russell 2000 Index, SPDR S&P Oil & Gas Equipment & Services ETF and our peer group for the period from December 31, 2019 through December 31, 2024.
During the year ended December 31, 2023, we repurchased approximately 1.2 million shares of our common stock under the Stock Repurchase Program for a total cost of approximately $20.0 million, including shares repurchased prior to the extension of the Stock Repurchase Program.
During the years ended December 31, 2024 and 2023, we repurchased approximately 1.2 million shares in each year of our common stock under the Stock Repurchase Program for a total cost of approximately $14.2 million and $20.0 million, respectively.
Removed
If a company selects a different index from that used in the immediately preceding fiscal year, the company’s stock performance must be compared with both the newly-selected index and the index used in the immediately preceding year.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeThese risks, contingencies and uncertainties include, but are not limited to, the following: • continuing uncertainty relating to global crude oil demand and crude oil prices that correspondingly may lead to further significant reductions in domestic oil and gas activity, which in turn could result in further significant declines in demand for our products and services; • uncertainty regarding the timing, pace and extent of an economic recovery, or economic slowdown or recession, in the U.S. and other countries, which in turn will likely affect demand for crude oil and therefore the demand for the products and services we provide and the commercial opportunities available to us; • the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations; • unique risks associated with our offshore operations (including the ability to recover, and to the extent necessary, service and/or economically repair any equipment located on the seabed); • political, economic and regulatory uncertainties in our international operations, including the impact of actions taken by the OPEC and non-OPEC nations with respect to production levels and the effects thereof; • our ability to develop new technologies and products; • our ability to protect our intellectual property rights; 28 Table of Contents • our ability to attract, train and retain key employees and other qualified personnel; • operational safety laws and regulations; • international trade laws and sanctions; • severe weather conditions and natural disasters, and other operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks); • policy or regulatory changes; • the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources; and • perception related to our ESG performance as well as current and future ESG reporting requirements.
Biggest changeThese risks, contingencies and uncertainties include, but are not limited to, the following: • continuing uncertainty relating to global crude oil demand and crude oil prices that correspondingly may lead to further significant reductions in domestic oil and gas activity, which in turn could result in further significant declines in demand for our products and services; • uncertainty regarding the timing, pace and extent of an economic recovery, or economic slowdown or recession, in the U.S. and other countries, which in turn will likely affect demand for crude oil and therefore the demand for the products and services we provide and the commercial opportunities available to us; • the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations; • unique risks associated with our offshore operations (including the ability to recover, and to the extent necessary, service and/or economically repair any equipment located on the seabed); • political, economic and regulatory uncertainties in our international operations, including the impact of actions taken by the OPEC and non-OPEC nations with respect to production levels and the effects thereof; • our ability to develop new technologies and products; • our ability to protect our intellectual property rights; 28 Table of Contents • our ability to attract, train and retain key employees and other qualified personnel; • operational safety laws and regulations; • international trade laws, tariffs and sanctions; • severe weather conditions and natural disasters, and other operating interruptions (including explosions, fires, weather-related incidents, mechanical failure, unscheduled downtime, labor difficulties, transportation interruptions, spills and releases and other environmental risks); • policy or regulatory changes; • the overall timing and level of transition of the global energy sector from fossil-based systems of energy production and consumption to more renewable energy sources; and • perception related to our ESG performance as well as current and future ESG reporting requirements.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table shows revenue by segment and revenue as a percentage of total revenue by segment for the years ended December 31, 2023, 2022 and 2021: Year Ended Percentage (in thousands) December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2023 December 31, 2022 December 31, 2021 NLA $ 511,800 $ 499,813 $ 193,156 33.8 % 39.1 % 23.4 % ESSA 520,951 389,342 300,557 34.4 % 30.4 % 36.4 % MENA 233,528 201,495 171,136 15.4 % 15.7 % 20.7 % APAC 246,485 188,768 160,913 16.3 % 14.8 % 19.5 % Total Revenue $ 1,512,764 $ 1,279,418 $ 825,762 100.0 % 100.0 % 100.0 % 40 Table of Contents The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income (loss) before income taxes for the years ended December 31, 2023 and December 31, 2022: Year Ended Segment EBITDA Margin (in thousands) December 31, 2023 December 31, 2022 December 31, 2021 December 31, 2023 December 31, 2022 December 31, 2021 NLA $ 132,869 $ 135,236 $ 32,254 26.0 % 27.1 % 16.7 % ESSA 136,007 74,681 53,336 26.1 % 19.2 % 17.7 % MENA 71,201 63,315 56,312 30.5 % 31.4 % 32.9 % APAC (1) 1,805 4,850 33,444 0.7 % 2.6 % 20.8 % Total Segment EBITDA $ 341,882 $ 278,082 $ 175,346 Corporate costs (2) (105,855 ) (87,580 ) (66,153 ) Equity in income of joint ventures 12,853 15,731 16,747 Depreciation and amortization expense (172,260 ) (139,767 ) (123,866 ) Merger and integration expense (9,764 ) (13,620 ) (47,593 ) Severance and other expense (14,388 ) (7,825 ) (7,826 ) Stock-based compensation expense (19,574 ) (18,486 ) (54,162 ) Foreign exchange loss (9,238 ) (8,341 ) (4,314 ) Other income, net 1,234 3,149 3,992 Gain on disposal of assets - - 1,000 Interest and finance expense, net (3,943 ) (241 ) (8,795 ) Income (loss) before income taxes $ 20,947 $ 21,102 $ (115,624 ) (1) Excluding $35.9 million of unrecoverable LWI-related costs during the year ended December 31, 2023, APAC Segment EBITDA would have been $37.7 million and Segment EBITDA margin would have been 15.3%.
Biggest changeThe following table shows revenue by segment and revenue as a percentage of total revenue by segment for the years ended December 31, 2024, 2023 and 2022: Year Ended Percentage (in thousands) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2024 December 31, 2023 December 31, 2022 NLA $ 566,048 $ 511,800 $ 499,813 33.0 % 33.8 % 39.1 % ESSA 564,440 520,951 389,342 33.0 % 34.4 % 30.4 % MENA 332,216 233,528 201,495 19.4 % 15.4 % 15.7 % APAC 250,098 246,485 188,768 14.6 % 16.3 % 14.8 % Total revenue $ 1,712,802 $ 1,512,764 $ 1,279,418 100.0 % 100.0 % 100.0 % The following table shows Segment EBITDA and Segment EBITDA margin by segment and a reconciliation to income before income taxes for the years ended December 31, 2024, 2023 and 2022: Year Ended Segment EBITDA Margin (in thousands) December 31, 2024 December 31, 2023 December 31, 2022 December 31, 2024 December 31, 2023 December 31, 2022 NLA $ 141,977 $ 132,869 $ 135,236 25.1 % 26.0 % 27.1 % ESSA 145,375 136,007 74,681 25.8 % 26.1 % 19.2 % MENA 115,772 71,201 63,315 34.8 % 30.5 % 31.4 % APAC 57,680 1,805 4,850 23.1 % 0.7 % 2.6 % Total Segment EBITDA $ 460,804 $ 341,882 $ 278,082 Corporate costs (1) (129,823 ) (105,855 ) (87,580 ) Equity in income of joint ventures 16,422 12,853 15,731 Depreciation and amortization expense (163,468 ) (172,260 ) (139,767 ) Merger and integration expense (16,334 ) (9,764 ) (13,620 ) Severance and other expense (17,048 ) (14,388 ) (7,825 ) Stock-based compensation expense (26,352 ) (19,574 ) (18,486 ) Foreign exchange loss (13,613 ) (9,238 ) (8,341 ) Other (expenses) income, net (105 ) 1,234 3,149 Interest and finance expense, net (12,517 ) (3,943 ) (241 ) Income before income taxes $ 97,966 $ 20,947 $ 21,102 (1) Corporate costs include the costs of running our corporate head office and other central functions that support the operating segments but are not attributable to a particular operating segment, including central product line management, research, engineering and development, logistics, sales and marketing and health and safety. 41 Table of Contents Year ended December 31, 2024 compared to the year ended December 31, 2023 NLA Revenue for NLA was $566.0 million for the year ended December 31, 2024, an increase of $54.2 million, or 10.6%, compared to $511.8 million for the year ended December 31, 2023.
Credit Facility Revolving Credit Facility On October 6, 2023, we amended and restated our previous facility agreement pursuant to an amendment and restatement agreement (the “Amended and Restated Facility Agreement”) with DNB Bank ASA, London Branch, as agent in order to extend the maturity of the Amended and Restated Facility Agreement for a further 36 months and increase the total commitments to $250.0 million, of which $166.7 million was available for drawdowns as loans and $83.3 million was available for letters of credit.
Credit Facility Revolving Credit Facility On October 6, 2023, we amended and restated our previous revolving credit facility agreement pursuant to an amendment and restatement agreement (the “Amended and Restated Facility Agreement”) with DNB Bank ASA, London Branch, as agent in order to extend the maturity of the Amended and Restated Facility Agreement for a further 36 months and increase the total commitments to $250.0 million, of which $166.7 million was available for drawdowns as loans and $83.3 million was available for letters of credit.
These were entered into in the ordinary course of business and are customary practices in the various countries where we operate. It is not practicable to estimate the fair value of these financial instruments. None of the off-balance sheet arrangements either has, or is likely to have, a material effect on our consolidated financial statements.
These were entered into in the ordinary course of business and are customary practices in the various countries where we operate. It is not practicable to estimate the fair value of these financial instruments. None of the off-balance sheet arrangements either have, or are likely to have, a material effect on our consolidated financial statements.
In such an event, we will record additional tax expense or tax benefit in the period in which such resolution occurs. New accounting pronouncements See Note 2 “ Basis of presentation and significant accounting policies ” in our consolidated financial statements under the heading “Recent accounting pronouncements”. 48 Table of Contents
In such an event, we will record additional tax expense or tax benefit in the period in which such resolution occurs. New accounting pronouncements See Note 2 “ Basis of presentation and significant accounting policies ” in our consolidated financial statements under the heading “Recent accounting pronouncements.” 48 Table of Contents
We believe, however, that hydrocarbons, and natural gas in particular, will continue to play a vital role in the transition towards more sustainable energy resources, and the existing expertise and future innovation within the energy services sector, both to reduce emissions and enhance efficiency, will be critical.
We believe, however, that hydrocarbons, and natural gas in particular, will continue to play a vital role in such a transition towards more sustainable energy resources and that existing expertise and future innovation within the energy services sector, both to reduce emissions and enhance efficiency, will be critical.
We provide global, comprehensive well flow management systems for the safe production, measurement and sampling of hydrocarbons from a well during the exploration and appraisal phase of a new field; the flowback and clean-up of a new well prior to production; and in-line testing of a well during its production life.
We provide global, comprehensive well flow management systems for the safe production, measurement and sampling of hydrocarbons from a well, including well testing during the exploration and appraisal phase of a new field; flowback and clean-up of a new well prior to production; and in-line testing of a well during its production life.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7. of the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2022.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7. of the Company ’ s Annual Report on Form 10-K for the year ended December 31, 2023.
There are a number of market factors that have had, and may continue to have, an effect on our business, including: • The market for energy services and our business are substantially dependent on the price of oil and, to a lesser extent, the regional price of gas, which are both driven by market supply and demand.
There are several market factors that have had, and may continue to have, an effect on our business, including: • The market for energy services and our business are substantially dependent on the price of oil and, to a lesser extent, the regional price of gas, which are both driven by market supply and demand.
Critical accounting policies and estimates The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires Expro to make estimates and assumptions that affect the reported amounts of revenues and associated costs as well as reported amounts of assets and liabilities and related disclosures of contingent liabilities. Certain accounting policies involve judgments and uncertainties.
Critical accounting policies and estimates The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires Expro to make estimates and assumptions that affect the reported amounts of revenue and associated costs as well as reported amounts of assets and liabilities and related disclosures of contingent liabilities. Certain accounting policies involve judgments and uncertainties.
We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. • Subsea well access: With 40 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well.
We also provide early production facilities to accelerate production; production enhancement packages to enhance reservoir recovery rates through the realization of production that was previously locked within the reservoir; and metering and other well surveillance technologies to monitor and measure flow and other characteristics of wells. • Subsea well access: With nearly 50 years of experience providing a wide range of fit-for-purpose subsea well access solutions, our technology aims to provide safe well access and optimized production throughout the lifecycle of the well.
We have strong relationships with a number of the world’s largest NOCs and IOCs, some of which have been our customers for decades. We are dedicated to safely and sustainably delivering maximum value to our customers. We organize and manage our operations on a geographical basis.
We have strong relationships with several of the world’s largest NOCs and IOCs, some of which have been our customers for decades. We are dedicated to safely and sustainably delivering maximum value to our customers. We organize and manage our operations on a geographical basis.
No impairment expense was recorded for goodwill during the years ended December 31, 2023, 2022 and 2021. We used the income approach and the market approach to estimate the fair value of our reporting units.
No impairment expense was recorded for goodwill during the years ended December 31, 2024, 2023 and 2022. We used the income approach and the market approach to estimate the fair value of our reporting units.
The discount rate that we use reflects the market rate of a portfolio of high-quality corporate bonds with maturities approximately matching the expected timing of payment of the related benefit obligations. The discount rates used to determine the benefit obligations for our principal pension plans were 4.5% in 2023, 4.7% in 2022 and 1.8% in 2021, reflecting market interest rates.
The discount rate that we use reflects the market rate of a portfolio of high-quality corporate bonds with maturities approximately matching the expected timing of payment of the related benefit obligations. The discount rates used to determine the benefit obligations for our principal pension plans were 5.4% in 2024, 4.5% in 2023 and 4.7% in 2022, reflecting market interest rates.
The Company suspended vessel-deployed LWI operations during the third quarter of 2023 following a wire failure on the main crane of a third-party owned vessel working with Expro while the crane was suspending the subsea module of Expro’s vessel-deployed LWI system. We are continuing to work with the relevant stakeholders and independent experts to assess the incident.
The Company suspended vessel-deployed light well intervention (“LWI”) operations during the third quarter of 2023 following a wire failure on the main crane of a third-party owned vessel working with Expro while the crane was suspending the subsea module of Expro’s vessel-deployed LWI system. We are continuing to work with the relevant stakeholders and independent experts to assess the incident.
These estimates and judgments include some degree of uncertainty, therefore changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets accordingly. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions. We operate in approximately 60 countries.
These estimates and judgments include some degree of uncertainty, therefore changes in these estimates and assumptions could require us to adjust the valuation allowances for our deferred tax assets accordingly. The ultimate realization of the deferred tax assets depends on the generation of sufficient taxable income in the applicable taxing jurisdictions. We operate in over 50 countries.
We also experienced an increased demand for services and solutions related to brownfield and production enhancement and infield development programs as operators strive to maximize their previous investments and maintain production with a lower carbon footprint.
We also experienced an increased demand for services related to brownfield and production enhancement and infield development programs as operators strived to maximize their previous investments and maintain production with a lower carbon footprint.
In addition, we also generate revenue from the sale of certain well construction products. For the year ended December 31, 2023, approximately 82% of our revenue was generated outside of the United States and approximately 66% of our revenue was generated by activities related to offshore oil and gas operations.
In addition, we also generate revenue from the sale of certain well construction products. For the year ended December 31, 2024, approximately 82% of our revenue was generated outside of the United States and approximately 67% of our revenue was generated by activities related to offshore oil and gas operations.
As of December 31, 2023, we had no material off-balance sheet financing arrangements other than those discussed above.
As of December 31, 2024, we had no material off-balance sheet financing arrangements other than those discussed above.
The weighted average expected rate of return on plan assets for the pension plans was 5.8% in 2023, 5.6% in 2022 and 3.2% in 2021. A change in the expected rate of return of 1% would impact our net periodic pension expense by $1.4 million.
The weighted average expected rate of return on plan assets for the pension plans was 6.5% in 2024, 5.8% in 2023 and 5.6% in 2022. A change in the expected rate of return of 1% would impact our net periodic pension expense by $1.3 million.
Under the Stock Repurchase Program, we may repurchase shares of our common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program will continue to be utilized at management’s discretion and in accordance with federal securities laws.
Under the Stock Repurchase Program, the Company may repurchase shares of the Company’s common stock in open market purchases, in privately negotiated transactions or otherwise. The Stock Repurchase Program will continue to be utilized at management’s discretion and in accordance with federal securities laws.
At this time, we are not able to assess the timing and potential cost of completing customer work scopes but do not expect such costs to be material to Expro’s financial results. • Net cash provided by operating activities was $138.3 million during the year ended December 31, 2023 as compared to $80.2 million during the year ended December 31, 2022.
At this time, we are not able to assess the timing and potential cost of completing customer work scopes but do not expect such costs to be material to Expro’s financial results. • Net cash provided by operating activities was $169.5 million during the year ended December 31, 2024 as compared to $138.3 million during the year ended December 31, 2023.
This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements. Our total capital expenditures are estimated to range between $130.0 million and $140.0 million for 2024.
We monitor potential capital sources, including equity and debt financing, in order to meet our investment and liquidity requirements. Our total capital expenditures are estimated to range between $120.0 million and $130.0 million for 2025.
Our total capital expenditures were $122.1 million for the year ended December 31, 2023, out of which approximately 90% were used for the purchase or manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs.
Our total capital expenditures were $143.6 million for the year ended December 31, 2024, out of which approximately 90% were used for the purchase or manufacture of equipment to directly support customer-related activities and approximately 10% for other property, plant and equipment, inclusive of software costs.
We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency. 30 Table of Contents Well Management Our well management offerings consist of well flow management, subsea well access and well intervention and integrity services: • Well flow management: We gather valuable well and reservoir data, with a particular focus on well-site safety and environmental impact.
We also offer a range of performance drilling tools designed to mitigate risk and optimize drilling efficiency, including proprietary downhole circulation tools and hydraulic pipe recovery systems. 30 Table of Contents Well Management Our well management offerings consist of well flow management, subsea well access and well intervention and integrity services. • Well flow management: We gather valuable well and reservoir data, with a particular focus on well-site safety and environmental impact.
We also provide systems integration and project management services. • Well intervention and integrity: We provide well intervention solutions to acquire and interpret well data, maintain well bore integrity and improve production.
In addition, we provide systems integration and project management services. • Well intervention and integrity: We provide well intervention solutions to acquire and interpret well data, maintain and restore well bore integrity and improve production.
Our management believes Adjusted EBITDA is a useful financial performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and allows more meaningful analysis of the trends and performance of our core operations. Adjusted Cash Flow from Operations: We regularly evaluate our operating cash flow performance using Adjusted Cash Flow from Operations.
Our management believes Adjusted EBITDA is a useful financial performance measure as it excludes non-cash charges and other transactions not related to our core operating activities and allows more meaningful analysis of the trends and performance of our core operations. Adjusted EBITDA is a non-GAAP financial measure.
As of December 31, 2023, we estimate that a 1% increase or decrease in the discount rate would result in an impact of approximately $19.7 million to our present value of defined benefit obligations as of December 31, 2023.
As of December 31, 2024, we estimate that a 1% increase or decrease in the discount rate would result in an impact of approximately $16.4 million to our present value of defined benefit obligations as of December 31, 2024.
Please see Note 16 “Interest bearing loans” in the Notes to the Consolidated Financial Statements for additional information. 44 Table of Contents Cash flow from operating, investing and financing activities Cash flows provided by our operations, investing and financing activities are summarized below (in thousands): Year Ended December 31, (in thousands) 2023 2022 2021 Net cash provided by operating activities $ 138,309 $ 80,169 $ 16,144 Net cash (used in) provided by investing activities (148,232 ) (71,206 ) 112,046 Net cash used in financing activities (49,339 ) (25,612 ) (7,176 ) Effect of exchange rate changes on cash activities (6,032 ) (4,738 ) (1,876 ) Net (decrease) increase to cash and cash equivalents and restricted cash $ (65,294 ) $ (21,387 ) $ 119,138 Analysis of cash flow changes between the years ended December 31, 2023 and 2022 Net cash provided by operating activities Net cash provided by operating activities was $138.3 million during the year ended December 31, 2023 as compared to $80.2 million during the year ended December 31, 2022.
Please see Note 16 “Interest bearing loans” in the Notes to the Consolidated Financial Statements for additional information. 44 Table of Contents Cash flow from operating, investing and financing activities Cash flows provided by our operations, investing and financing activities are summarized below (in thousands): Year Ended December 31, (in thousands) 2024 2023 2022 Net cash provided by operating activities $ 169,479 $ 138,309 $ 80,169 Net cash used in investing activities (165,143 ) (148,232 ) (71,206 ) Net cash provided by (used in) financing activities 29,572 (49,339 ) (25,612 ) Effect of exchange rate changes on cash activities (2,411 ) (6,032 ) (4,738 ) Net increase (decrease) to cash and cash equivalents and restricted cash $ 31,497 $ (65,294 ) $ (21,387 ) Analysis of cash flow changes between the years ended December 31, 2024 and 2023 Net cash provided by operating activities Net cash provided by operating activities was $169.5 million during the year ended December 31, 2024 as compared to $138.3 million during the year ended December 31, 2023.
Revenue for our segments is discussed separately below under the heading “Operating Segment Results.” • We reported a net loss for the year ended December 31, 2023 of $23.4 million, compared to a net loss of $20.1 million for the year ended December 31, 2022.
Revenue for our segments is discussed separately below under the heading “Operating Segment Results.” • We reported net income for the year ended December 31, 2024 of $51.9 million, compared to a net loss of $23.4 million for the year ended December 31, 2023.
In particular, we offer advanced technology solutions in drilling, tubular running services, cementing and tubulars. With a focus on innovation, we are continuing to advance the way wells are constructed by optimizing process efficiency on the rig floor, developing new methods to handle and install tubulars and mitigating well integrity risks.
With a focus on innovation, we are continuing to advance the way wells are constructed by optimizing process efficiency on the rig floor, developing new methods to handle and install tubulars, and mitigating well integrity risks. We believe we are a market leader in deepwater tubular running services and solutions.
In addition, we have seen an increase in demand for early production facilities and production optimization technologies, especially in support of gas and LNG developments. • The clean energy transition continues to gain momentum.
In addition, we have seen an increase in demand for production optimization technologies, especially in support of gas and LNG developments • A transition to cleaner energy alternatives continues to gain momentum.
Adjusted EBITDA margin increased to 16.5% during the year ended December 31, 2023, as compared to 16.1% during the year ended December 31, 2022. The increase in Adjusted EBITDA and Adjusted EBITDA margin is primarily attributable to higher revenue and a more favorable activity mix.
Adjusted EBITDA margin increased to 20.3% during the year ended December 31, 2024, as compared to 16.5% during the year ended December 31, 2023. The increase in Adjusted EBITDA and Adjusted EBITDA margin is primarily attributable to higher revenue, including revenue from the Coretrax acquisition, and a more favorable activity mix.
More broadly, the energy security and transition imperatives of policymakers in the U.S. and Europe are expected to result in increased investment in global gas development. • International, offshore and deepwater activity continued to strengthen throughout 2023 as operator upstream investments increased to pre-pandemic levels.
More broadly, the energy security and transition imperatives of policymakers in the U.S. and Europe continue to result in increased investment in global gas development. • International, offshore and deepwater activity continued to strengthen throughout 2024 as operator upstream investments increased to a level above 2015 levels.
The increase in revenue is primarily due to higher subsea well access revenue in the U.S., higher well intervention and integrity activity in South America, and higher well construction activity in Mexico, offset by lower well flow management revenue in Mexico and Canada.
The increase in revenue is primarily due to higher subsea well access revenue in the U.S. and Trinidad and Tobago, higher well flow management revenue in the U.S. and Mexico, higher well intervention and integrity activity in South America and the Coretrax acquisition. These increases were partially offset by lower well construction revenue in the U.S. and Mexico.
Interest and finance expense, net Interest and finance expense, net, for the year ended December 31, 2023, was $3.9 million compared to $0.2 million for the year ended December 31, 2022.
Interest and finance expense, net Interest and finance expense, net, for the year ended December 31, 2024, was $12.5 million compared to $3.9 million for the year ended December 31, 2023.
Overview of Business Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality. The Company’s extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.
Overview of Business Working for clients across the entire well life cycle, we are a leading provider of energy services, offering cost-effective, innovative solutions and what we consider to be best-in-class safety and service quality.
We believe we are a market leader in deepwater tubular running services and solutions. In recent years, we have added a range of lower-risk, open water cementing solutions, including the proprietary SeaCure® and QuikCure® solutions.
In recent years, we have added a range of lower-risk, open water cementing solutions, including the proprietary SeaCure® and QuikCure® solutions.
Excluding $35.9 million and $27.7 million of unrecoverable LWI-related costs during the years ended December 31, 2023 and 2022, respectively, APAC Segment EBITDA would have been $37.7 million and $32.6 million and APAC segment Adjusted EBITDA margin would have been 15.3% and 17.3%, respectively. 42 Table of Contents Corporate Costs Corporate costs for the year ended December 31, 2023 increased by $18.3 million, or 20.9%, to $105.9 million, as compared to $87.6 million, for the year ended December 31, 2022.
Excluding $35.9 million of unrecoverable LWI-related costs during the year ended December 31, 2023, APAC Segment EBITDA would have been $37.7 million and APAC Segment EBITDA margin would have been 15.3%. 42 Table of Contents Corporate Costs Corporate costs for the year ended December 31, 2024 increased by $24.0 million, or 22.6%, to $129.8 million, as compared to $105.9 million, for the year ended December 31, 2023.
The increase in Segment EBITDA and Segment EBITDA margin was primarily due to higher activity, improved operating leverage and a more favorable activity mix during the three months ended December 31, 2023.
The increase in Segment EBITDA and Segment EBITDA margin was primarily due to higher well flow management activity and a resulting more favorable activity mix during the three months ended December 31, 2024.
In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in wellbore annuli; and Galea™, an autonomous well intervention solution.
In addition to our extensive fleet of mechanical and cased hole wireline units, we have recently introduced and acquired a number of cost-effective, innovative well intervention services, including CoilHose™, a lightweight, small-footprint solution for wellbore lifting, cleaning and chemical treatments; Octopoda™, for fluid treatments in wellbore annuli; Galea™, an autonomous well intervention solution; and expandable casing patches designed to repair damaged production casing or isolate existing perforations prior to refracturing a well (a so called “patch and perf”).
We define Cash Conversion as Adjusted Cash Flow from Operations divided by Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Cash Flow from Operations and Cash Conversion have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
As of December 31, 2023, total available liquidity was $298.4 million, including cash and cash equivalents and restricted cash of $151.7 million and $146.7 million available for borrowings under our Amended and Restated Facility Agreement.
As of December 31, 2024, total available liquidity was $320.3 million, including cash and cash equivalents and restricted cash of $184.7 million and $135.6 million available for borrowings under our Amended and Restated Facility Agreement.
Fourth quarter results include unrecoverable LWI-related costs of $4.3 million. The well control package and lubricator components of this vessel-deployed LWI system have been safely recovered, but we have determined not to participate in the recovery of the subsea module from the seabed.
The well control package and lubricator components of this vessel-deployed LWI system have been safely recovered, but we did not participate in the recovery of the subsea module from the seabed.
The decrease in revenue was primarily due to lower subsea well access revenue in Australia, where we suspended vessel-deployed LWI operations, and China, partially offset by higher subsea well access revenue in Malaysia and well flow management revenue in Malaysia and Australia.
The decrease in revenue was primarily due to lower well flow management revenue in Malaysia and Australia and lower well intervention and integrity revenue in Brunei, partially offset by higher subsea well access revenue in China and India.
Please refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial performance measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and a reconciliation of Adjusted Cash Flow from Operations to net cash provided by (used in) operating activities, the most directly comparable liquidity measure calculated and presented in accordance with GAAP. 34 Table of Contents Executive Overview Year ended December 31, 2023 compared to year ended December 31, 2022 Certain highlights of our financial results and other key developments include: • Revenue for the year ended December 31, 2023 increased by $233.4 million, or 18.2%, to $1,512.8 million, compared to $1,279.4 million for the year ended December 31, 2022.
Please refer to the section titled “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial performance measure calculated and presented in accordance with GAAP. 35 Table of Contents Executive Overview Year ended December 31, 2024 compared to year ended December 31, 2023 Certain highlights of our financial results and other key developments include: • Revenue for the year ended December 31, 2024 increased by $200.0 million, or 13.2%, to $1,712.8 million, compared to $1,512.8 million for the year ended December 31, 2023.
ESSA Revenue for the ESSA segment was $521.0 million for the year ended December 31, 2023, an increase of $131.7 million, or 33.8%, compared to $389.3 million for the year ended December 31, 2022.
ESSA Revenue for ESSA was $564.4 million for the year ended December 31, 2024, an increase of $43.5 million, or 8.3%, compared to $521.0 million for the year ended December 31, 2023.
We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies, a rig-deployed Intervention Riser System (“IRS”) and a vessel-deployed, wire through water Riserless Well Intervention System (“RWIS”).
We provide what we believe to be the most reliable, efficient and cost-effective subsea well access systems for exploration and appraisal, development, intervention and abandonment, including an extensive portfolio of standard and bespoke Subsea Test Tree Assemblies (“SSTA”) and a range motion-compensating and other surface handling equipment.
Segment EBITDA for the APAC segment was $5.3 million, or 8.6% of revenues, for the three months ended December 31, 2023, an increase of $9.6 million compared to ($4.3) million, or (6.0)% of revenues, for the three months ended September 30, 2023.
Segment EBITDA for MENA was $32.6 million, or 35.2% of revenue, for the three months ended December 31, 2024, an increase of $2.6 million, or 8.5%, compared to $30.0 million, or 34.6% of revenue, for the three months ended September 30, 2024.
As Adjusted EBITDA, Adjusted Cash Flow from Operations and Cash Conversion may be defined differently by other companies in our industry, our presentation of Adjusted EBITDA, Adjusted Cash Flow from Operations and Cash Conversion may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. 36 Table of Contents The following table presents a reconciliation of net loss to Adjusted EBITDA for each of the periods presented (in thousands): Year ended December 31, 2023 2022 2021 Net loss $ (23,360 ) $ (20,145 ) $ (131,891 ) Income tax expense $ 44,307 $ 41,247 $ 16,267 Depreciation and amortization expense 172,260 139,767 123,866 Severance and other expense 14,388 7,825 7,826 Merger and integration expense 9,764 13,620 47,593 Gain on disposal of assets - - (1,000 ) Other income, net (1) (1,234 ) (3,149 ) (3,992 ) Stock-based compensation expense 19,574 18,486 54,162 Foreign exchange losses 9,238 8,341 4,314 Interest and finance expense, net 3,943 241 8,795 Adjusted EBITDA (2) $ 248,880 $ 206,233 $ 125,940 Adjusted EBITDA Margin 16.5 % 16.1 % 15.3 % (1) Other expense (income), net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business.
As Adjusted EBITDA may be defined differently by other companies in our industry, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. 37 Table of Contents The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for each of the periods presented (in thousands): Year ended December 31, 2024 2023 2022 Net income (loss) $ 51,918 $ (23,360 ) $ (20,145 ) Income tax expense $ 46,048 $ 44,307 $ 41,247 Depreciation and amortization expense 163,468 172,260 139,767 Severance and other expense 17,048 14,388 7,825 Merger and integration expense 16,334 9,764 13,620 Other expenses (income), net (1) 105 (1,234 ) (3,149 ) Stock-based compensation expense 26,352 19,574 18,486 Foreign exchange losses 13,613 9,238 8,341 Interest and finance expense, net 12,517 3,943 241 Adjusted EBITDA $ 347,403 $ 248,880 $ 206,233 Net income (loss) margin 3.0 % (1.5 )% (1.6 )% Adjusted EBITDA margin 20.3 % 16.5 % 16.1 % (1) Other expenses (income), net, is comprised of immaterial, unusual or infrequently occurring transactions which, in management’s view, do not provide useful measures of the underlying operating performance of the business. 38 Table of Contents Selected Unaudited Financial Information for the Three Months Ended December 31, 2024 and September 30, 2024 We evaluate our business segment operating performance using segment revenue and Segment EBITDA, as described in Note 5 “ Business segment reporting ” in our consolidated financial statements.
On October 25, 2023, the Board approved an extension to the stock repurchase program first approved on June 16, 2022. Pursuant to the extended stock repurchase program, we are authorized to acquire up to $100.0 million of our outstanding common stock from October 25, 2023 through November 24, 2024 (the “Stock Repurchase Program”).
On December 12, 2024, the Company’s Board of Directors (the “Board”) approved an extension to its stock repurchase program, pursuant to which the Company is authorized to acquire up to $100.0 million of its outstanding common stock from October 25, 2023 through November 24, 2025 (the “Stock Repurchase Program”).
The increase in net loss primarily reflects higher depreciation and amortization expense of $32.5 million, higher severance and other expense of $6.6 million, higher interest and finance expense of $3.7 million, higher income tax expense of $3.1 million, lower other income of $1.9 million, and higher stock-based compensation expense of $1.1 million, partially offset by higher Adjusted EBITDA of $42.7 million and lower merger and integration expense of $3.8 million. • Adjusted EBITDA for the year ended December 31, 2023 increased by $42.7 million, or 20.7%, to $248.9 million from $206.2 million for the year ended December 31, 2022.
The increase in net income primarily reflects higher Adjusted EBITDA (up $98.5 million year-over-year), and lower depreciation and amortization expense (down $8.8 million), partially offset by higher interest and finance expense (up $8.6 million), higher stock-based compensation expense (up $6.8 million), higher merger and integration expense (up $6.6 million) and higher foreign exchange losses (up $4.4 million). • Adjusted EBITDA for the year ended December 31, 2024 increased by $98.5 million, or 39.6%, to $347.4 million from $248.9 million for the year ended December 31, 2023.
Activity and revenue across all our geography-based operating segments increased during the year ended December 31, 2023, most notably in ESSA.
Activity and revenue across all our geography-based operating segments increased during the year ended December 31, 2024, most notably in NLA, ESSA and MENA. Revenue for the year ended December 31, 2024 includes $88.2 million of revenue from the Coretrax acquisition.
ESSA Revenue for the ESSA segment was $133.8 million for the three months ended December 31, 2023, a decrease of $1.6 million, or 1.2%, compared to $135.4 million for the three months ended September 30, 2023.
APAC Revenue for APAC was $62.2 million for the three months ended December 31, 2024, a decrease of $3.0 million, or 4.6%, compared to $65.2 million for the three months ended September 30, 2024.
MENA Revenue for the MENA segment was $65.4 million for the three months ended December 31, 2023, an increase of $7.3 million, or 12.6%, compared to $58.1 million for the three months ended September 30, 2023.
MENA Revenue for MENA was $92.6 million for the three months ended December 31, 2024, an increase of $5.8 million, or 6.7%, compared to $86.7 million for the three months ended September 30, 2024.
During the year ended December 31, 2023, under the Stock Repurchase Program we repurchased 1.2 million shares of our common stock at an average price of $16.70 for a total cost of approximately $20.0 million, including shares repurchased prior to the extension of the Stock Repurchase Program.
During the years ended December 31, 2024 and 2023, we repurchased approximately 1.2 million shares in each year of our common stock under the Stock Repurchase Program for a total cost of approximately $14.2 million and $20.0 million, respectively.
The increase was driven by higher well flow management, well construction and well intervention and integrity revenue in Saudi Arabia, and higher well construction revenue in the United Arab Emirates, Egypt, and Morocco.
The increase in revenue was driven by higher well flow management activity in the KSA and Algeria, higher well construction revenue in United Arab Emirates, Egypt and Oman, and the Coretrax acquisition.
Segment EBITDA for the ESSA segment was $136.0 million, or 26.1% of revenues, during the year ended December 31, 2023, compared to $74.7 million, or 19.2% of revenues, during the year ended December 31, 2022, an increase of $61.3 million.
Segment EBITDA for ESSA was $145.4 million, or 25.8% of revenue, during the year ended December 31, 2024, compared to $136.0 million, or 26.1% of revenue, during the year ended December 31, 2023, an increase of $9.4 million.
In addition, cash used to acquire technology of $7.9 million during 2022 was not repeated in 2023. Net cash used in financing activities Net cash used in financing activities was $49.1 million during the year ended December 31, 2023 as compared to $25.6 million during the year ended December 31, 2022.
Net cash provided by (used in) financing activities Net cash provided by financing activities was $29.6 million during the year ended December 31, 2024 as compared to net cash used in financing activities of $49.3 million during the year ended December 31, 2023.
Net cash used in investing activities Net cash used in investing activities was $148.2 million during the year ended December 31, 2023 as compared to $71.2 million during the year ended December 31, 2022, an increase of $77.0 million. Our principal recurring investing activity is our capital expenditures.
Net cash used in investing activities Net cash used in investing activities was $165.1 million during the year ended December 31, 2024 as compared to $148.2 million during the year ended December 31, 2023, an increase of $16.9 million, which includes an increase in capital expenditures of $21.5 million.
The increase in net cash provided by operating activities of $58.1 million, was primarily driven by an increase in Adjusted EBITDA of $42.7 million and favorable movement in working capital by $22.0 million, partially offset by higher payments for income taxes of $11.1 million for the year ended December 31, 2023.
The increase in net cash provided by operating activities of $31.2 million for the year ended December 31, 2024, was primarily driven by an increase in Adjusted EBITDA partially offset by an increase in working capital, and an increase in cash paid for severance and other expenses.
Segment EBITDA for the MENA segment was $71.2 million, or 30.5% of revenues, during the year ended December 31, 2023, compared to $63.3 million, or 31.4% of revenues during the year ended December 31, 2022. The increase of $7.9 million was attributable to higher activity during the year ended December 31, 2023.
Segment EBITDA for MENA was $115.8 million, or 34.8% of revenue, during the year ended December 31, 2024, compared to $71.2 million, or 30.5% of revenue during the year ended December 31, 2023.
The decrease in revenues was primarily driven by lower well flow management revenue in Congo, partially offset by higher well flow management and subsea well access revenue in Equatorial Guinea.
The increase in revenue was primarily driven by higher subsea well access revenue in Angola, partially offset by lower well flow management in the U.K., Norway and Denmark, and lower well construction revenue in Senegal and Angola.
The increase of $23.5 million in net cash used in financing activities is primarily due to net repayments of long term borrowings of $15.1 million and an increase in the repurchase of our common stock of $7.0 million. 45 Table of Contents Off-balance sheet arrangements We have outstanding letters of credit/guarantees that relate to performance bonds, custom/excise tax guaranties and facility lease/rental obligations.
The change in net cash provided by financing activities is primarily due to the net proceeds received from borrowings of $88.0 million and the decrease in repurchases of common stock of $5.9 million, partially offset by payment of acquisition-related contingent consideration of $13.9 million during the current year. 45 Table of Contents Off-balance sheet arrangements We have outstanding letters of credit/guarantees that relate to performance bonds, custom/excise tax guaranties and facility lease/rental obligations.
Severance and other expense Severance and other expense for the year ended December 31, 2023 increased by $6.6 million, to $14.4 million as compared to $7.8 million for the year ended December 31, 2022. The increase was primarily attributable to unrecoverable LWI-related costs and a change in the fair value of deferred consideration.
Severance and other expense Severance and other expense for the year ended December 31, 2024 increased by $2.7 million, to $17.0 million as compared to $14.4 million for the year ended December 31, 2023. The increase was primarily attributable to the recognition of restructuring costs partially offset by a valuation adjustment of contingent consideration.
With roots dating to 1938, we have approximately 8,000 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in approximately 60 countries.
With roots dating to 1938, we have approximately 8,500 employees and provide services and solutions to leading exploration and production companies in both onshore and offshore environments in over 50 countries. Our extensive portfolio of capabilities spans well construction, well flow management, subsea well access, and well intervention and integrity solutions.
Segment EBITDA for the ESSA segment was $41.0 million, or 30.6% of revenues, for the three months ended December 31, 2023, an increase of $1.7 million, or 4.3%, compared to $39.3, or 29.0% of revenues, for the three months ended September 30, 2023.
Segment EBITDA for ESSA was $53.0 million, or 37.1% of revenue, for the three months ended December 31, 2024, an increase of $20.8 million, or 64.7%, compared to $32.2 million, or 24.5% of revenue, for the three months ended September 30, 2024.
Segment EBITDA for the NLA segment was $44.3 million, or 30.5% of revenues, during the three months ended December 31, 2023, compared to $20.0 million, or 19.0% of revenues, during the three months ended September 30, 2023.
Segment EBITDA for NLA was $30.1 million, or 21.6% of revenue, during the three months ended December 31, 2024, compared to $33.1 million, or 23.7% of revenue, during the three months ended September 30, 2024.
The increase in Congo revenue was supplemented by higher well intervention and integrity revenue in the U.K. and higher subsea well access revenue in Central and West Africa, Angola and Azerbaijan partially offset by lower subsea revenue in Norway.
The increase in revenue was primarily driven by increased subsea well access activity in Angola, higher well flow management revenue in the U.K., Norway and Denmark, and the Coretrax acquisition, partially offset by lower well flow management revenue in Congo.
Segment EBITDA for the NLA segment was $132.9 million, or 26.0% of revenues, during the year ended December 31, 2023, compared to $135.2 million or 27.1% of revenues during the year ended December 31, 2022, a decrease of $2.3 million. The decrease was attributable to less favorable activity mix during the year ended December 31, 2023.
Segment EBITDA for NLA was $142.0 million, or 25.1% of revenue, during the year ended December 31, 2024, compared to $132.9 million or 26.0% of revenue during the year ended December 31, 2023, an increase of $9.1 million.
As the industry changes, we continue to evolve our approach to adapt and help our customers develop more sustainable energy solutions. Outlook Global liquids demand growth continued in the final quarter of 2023 and is forecast to continue to grow in 2024.
As the industry changes, we continue to evolve our approach to assist and enable our customers to develop more sustainable energy solutions. Outlook Global liquids demand increased in the fourth quarter of 2024 compared to the previous quarter and average year-on-year consumption is expected to continue to grow in 2025, though at a reduced rate.
APAC Revenue for the APAC segment was $62.1 million for the three months ended December 31, 2023, a decrease of $9.0 million, or 12.7%, compared to $71.1 million for the three months ended September 30, 2023.
Segment EBITDA for APAC was $15.5 million, or 24.8% of revenue, for the three months ended December 31, 2024, a decrease of $0.7 million compared to $16.2 million, or 24.8% of revenue, for the three months ended September 30, 2024. 40 Table of Contents Results of Operations for the years ended December 31, 2024, 2023 and 2022 Operating Segment Results .
LNG development projects are driving the activity growth in Australia and Indonesia as operators look to meet the increased global demand driven by energy security concerns and the energy transition. 33 Table of Contents How We Evaluate Our Operations We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including Revenue, Adjusted EBITDA, Adjusted Cash Flow from Operations and Cash Conversion.
Several large gas and LNG projects in these countries continue to drive activity as the region looks to meet an increase in global gas demand. 34 Table of Contents How We Evaluate Our Operations We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including Revenue and Adjusted EBITDA.
The increase is offset by unrecoverable costs associated with our light well intervention (“LWI”) business in APAC. Adjusted EBITDA for the year ended December 31, 2023 includes unrecoverable LWI-related costs in APAC of $35.9 million. Adjusted EBITDA for the year ended December 31, 2022 includes unrecoverable LWI-related costs in APAC of $27.7 million.
Adjusted EBITDA for the year ended December 31, 2023 includes unrecoverable LWI-related costs in APAC of $35.9 million which did not repeat in 2024.
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Cash Flow from Operations and Cash Conversion are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others.
We provide reconciliations of net income (loss), the most directly comparable financial performance measure calculated and presented in accordance with GAAP, to Adjusted EBITDA. Adjusted EBITDA and Adjusted EBITDA margin are used as supplemental financial measures by our management and by external users of our financial statements, such as investors, commercial banks, research analysts and others.
The increase in revenue was driven by higher well flow management services revenue in Algeria and the Kingdom of Saudi Arabia and by higher well construction revenue in Morocco.
The increase in revenue was driven by higher well flow management services revenue in Algeria, Iraq and the KSA, partially offset by lower well intervention and integrity revenue in Qatar.
The decrease reflects lower income from our joint venture in China compared to the previous year. Depreciation and amortization expense Depreciation and amortization expense for the year ended December 31, 2023 increased by $32.5 million or 23.2% to $172.3 million as compared to $139.8 million for the year ended December 31, 2022.
Equity in income of joint ventures Equity in income of joint ventures for the year ended December 31, 2024 increased by $3.6 million, or 27.8%, to $16.4 million as compared to $12.9 million for the year ended December 31, 2023. The increase reflects higher income from our joint venture in China compared to the previous year.
MENA : In the Middle East, drilling activity is now expected to average 343 active rigs in 2024, up by 9%, accounting for almost 2,600 new wells. Saudi Arabia, Iraq and Abu Dhabi are expected to collectively account for around 65% of overall Middle Eastern rig activity in 2024.
The KSA, Abu Dhabi and Iraq are expected to collectively account for around 60% of overall Middle Eastern rig activity in 2025. APAC: Based on the outlook for oil prices, drilling activity in Asia-Pacific is forecast to average 192 active rigs in 2025, an increase of 1% over 2024, accounting for over 2,775 new wells drilled.
APAC Revenue for the APAC segment was $246.5 million for the year ended December 31, 2023, an increase of $57.7 million, or 30.6%, compared to $188.8 million for the year ended December 31, 2022. The increase was primarily attributable to higher subsea well access revenue in Australia, China and Malaysia.
APAC Revenue for APAC was $250.1 million for the year ended December 31, 2024, an increase of $3.6 million, or 1.5%, compared to $246.5 million for the year ended December 31, 2023. The increase in revenue was primarily due to increased well construction activity in Indonesia and Australia, well flow management revenue in Thailand and the Coretrax acquisition.
Onshore drilling in the Middle East is now projected to increase by 10% in 2024 to an average of 296 active land rigs, drilling about 2,500 new wells, while offshore activity is forecast to increase by 12%, averaging 46 active rigs drilling almost 340 new wells.
Onshore drilling is projected to increase by 4% in 2025 to an average of 302 active land rigs, drilling over 2,600 new wells, while offshore activity in the region is forecast to increase by 3% to an average of 38 active rigs, with over 300 new wells drilled.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe operate in approximately 60 countries and as such, our receivables are spread over many countries and customers. Accounts receivable in Algeria and the U.S. represented approximately 15% and 12%, respectively, of our net accounts receivable balance as of December 31, 2023. No other country accounted for greater than 10% of our accounts receivable balance.
Biggest changeWe operate in over 50 countries and as such, our receivables are spread over many countries and customers. Accounts receivable in Algeria and the KSA represented approximately 12.8% and 12.8%, respectively, of our net accounts receivable balance as of December 31, 2024. No other country accounted for greater than 10% of our accounts receivable balance.
As of December 31, 2023, we had outstanding borrowings of $20 million. A 5% change in interest rates would have an approximate impact of $1.0 million on our results of operations and cash flows. Credit risk Our exposure to credit risk is primarily through cash and cash equivalents, restricted cash and accounts receivable, including unbilled balances.
As of December 31, 2024, we had outstanding borrowings of $121.1 million. A 5% change in interest rates would have an approximate impact of $6.1 million on our results of operations and cash flows. Credit risk Our exposure to credit risk is primarily through cash and cash equivalents, restricted cash and accounts receivable, including unbilled balances.
As of December 31, 2023, we estimate that a 5% appreciation (depreciation) in USD would result in a change in our net loss of approximately $2.8 million. Interest rate risk We are exposed to the impact of interest rate changes primarily through our borrowing activities.
As of December 31, 2024, we estimate that a 5% appreciation (depreciation) in USD would result in a change in our net income of approximately $0.9 million. Interest rate risk We are exposed to the impact of interest rate changes primarily through our borrowing activities.

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