EXPRO GROUP HOLDINGS N.V. Income Taxes Disclosure

7.	Income taxes

 

The components of income tax expense for the years ended  December 31, 2025, 2024 and 2023 were as follows (in thousands):

 

		Year Ended December 31,
		2025				2024				2023
Current tax:
Netherlands		$	1,750			$	2,141			$	518
Foreign			52,238				48,584				54,267
Total current tax			53,988				50,725				54,785
Deferred tax:
Netherlands			-				-				-
Foreign			(19,335	)			(4,677	)			(10,478	)
Total deferred tax			(19,335	)			(4,677	)			(10,478	)
Income tax expense		$	34,653			$	46,048			$	44,307

 

 

The Netherlands and foreign components of income from continuing operations before income taxes and equity in income of joint ventures for the years ended  December 31, 2025, 2024 and 2023 were as follows (in thousands):

 

		Year Ended December 31,
		2025				2024				2023
Netherlands		$	(17,026	)		$	(13,544	)		$	(5,232	)
Foreign			86,529				95,088				13,326
Total		$	69,503			$	81,544			$	8,094

 

 

The provision for income taxes differs from the amount computed by applying Netherlands statutory income tax rate of 25.8% in effect as of December 31, 2025, (2024: 25.8%) to income from continuing operations before taxes and equity in joint ventures for the reasons below (in thousands):

 

		Year Ended December 31,
		2024				2023
Statutory tax rate			25.8	%			25.8	%
Income tax expense at statutory rate		$	21,041			$	2,089
Permanent differences			6,616				9,332
Effect of overseas tax rates			7,158				30,572
Net tax charge related to attributes with full valuation allowance			(9,247	)			(7,408	)
Exempt dividends from joint ventures			(276	)			-
Return to provision adjustments			(4,719	)			(884	)
Withholding taxes			12,545				3,479
Foreign exchange movements on tax balances			3,766				2,908
Movement in uncertain tax positions			6,101				2,958
Others			3,063				1,261
Income tax expense		$	46,048			$	44,307
Effective tax rate			56.5	%			547.4	%

 

A reconciliation of the Netherlands statutory federal tax rate to the consolidated effective tax rate for year ended  December 31, 2025, follows (in thousands):

 

		2025
		Amount				Percentage
Income tax expense at statutory rate		$	17,920				25.80	%
Changes in uncertain tax benefits			4,628				6.70	%
Changes in valuation allowances			11,105				16.00	%
Foreign tax effects
Australia
Changes in Valuation allowance			(4,645	)			-6.70	%
Other			43				0.10	%
Argentina
Other			2,918				4.20	%
Brazil
Changes in Valuation allowance			4,839				7.00	%
Other			744				1.10	%
Guyana
Other			4,206				6.10	%
Norway
Other			3,968				5.70	%
United States
Changes in Valuation allowance			(26,291	)			-37.80	%
Effect of rates different than statutory			(4,188	)			-6.00	%
Other			4,781				6.90	%
Other foreign jurisdictions			2,835				4.10	%
Nontaxable or non-deductible items
Disallowed provisions			3,972				5.70	%
Other			6,525				9.40	%
Other			1,293				1.90	%
		$	34,653				49.90	%

 

 

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

 

The primary components of our deferred tax assets and liabilities as of  December 31, 2025 and 2024 were as follows (in thousands):

 

		December 31,
		2025				2024
Deferred tax assets:
Net operating loss carry forwards		$	788,415			$	769,518
Employee compensation and benefits			8,739				8,817
Depreciation			71,225				82,188
Other			59,379				60,698
Investment in partnership			10,290				12,443
Intangibles			9,812				13,114
Valuation allowance			(859,002	)			(872,365	)
Total deferred tax assets			88,858				74,413
Deferred tax liabilities:
Depreciation			(50,451	)			(46,004	)
Goodwill and other intangibles			(38,100	)			(52,773	)
Investment in partnership			(317	)			(289	)
Other			(19,503	)			(19,657	)
Total deferred tax liabilities			(108,371	)			(118,723	)
Net deferred tax liabilities		$	(19,513	)		$	(44,310	)

 

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

 

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

 

		Year Ended December 31
		2025				2024				2023
Balance at the beginning of the period		$	872,365			$	862,200			$	881,286
Additions			80,862				168,732				88,497
Reductions			(94,225	)			(158,567	)			(107,582	)
Balance at end of period		$	859,002			$	872,365			$	862,201

 

As of December 31, 2025, the Company had U.S. federal net operating loss carryforwards (“NOLs”) excluding interest limitations of approximately $601.5 million, net of existing Section 382 (as defined below) limitations. $136.0 million of these NOLs were incurred prior to January 1, 2018 and will begin to expire, if unused, in 2036. $465.5 million of these NOLs were incurred on or after January 1, 2018 and will not expire and will be carried forward indefinitely. 

 

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

 

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

 

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

 

As of December 31, 2025, we did not recognize deferred taxes on the accumulated unremitted earnings of our foreign subsidiaries, which we consider indefinitely reinvested. Any additional taxes due with respect to the reversal of the outside basis difference in our foreign subsidiaries as a result of a repatriation would generally be limited to the tax effect of currency gains or losses, capital gains, foreign withholding, and state taxes. It is not practical to estimate the amount of tax that could ultimately be due if such earnings were remitted. However, if our expectations were to change regarding future tax consequences, we may be required to record additional deferred taxes that could have a material effect on our consolidated financial statements.

 

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

 

The Company is subject to income taxation in many jurisdictions around the world. The following table presents the changes in our uncertain tax positions as of December 31, 2025 and 2024 (in thousands):

 

		Year ended December 31
		2025				2024
Balance at the beginning of the period		$	74,526			$	89,644
Additions based on tax positions related to current period			5,885				4,292
Additions for tax positions of prior year period			4,864				2,108
Additions in relation to the Coretrax Acquisition			—				9,848
Settlements with tax authorities			(2,477	)			(71	)
Reductions for tax positions of prior years			(4,309	)			(30,357	)
Reductions due to the lapse of statute of limitations			(1,842	)			(42	)
Effect of changes in foreign exchange rates			1,243				(896	)
Balance at the end of the period		$	77,890			$	74,526

 

 

The amounts above include penalties and interest of $18.5 million and $12.7 million for the years ended December 31, 2025 and 2024, respectively. We classify penalties and interest relating to uncertain tax positions within income tax expense in the consolidated statements of operations.

 

Approximately $77.9 million and $74.5 million of unrecognized tax benefits as of December 31, 2025 and 2024 respectively, included on the consolidated balance sheets, would positively impact our future rate and be recognized as additional tax benefit in our statement of operations if resolved in our favor. 

 

We file income tax returns in the Netherlands and in various other foreign jurisdictions in respect of the Company’s subsidiaries. In all cases we are no longer subject to income tax examination by tax authorities for years prior to 2009. Tax filings of our subsidiaries, branches and related entities are routinely examined in the normal course of business by the relevant tax authorities. We believe that there are no jurisdictions in which the outcome of unresolved issues is likely to be material to our results of operations, financial position or cash flows.

 

In 2021 the OECD announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently multiple sets of administrative guidance have been issued. Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 (including the European Union Member States) with the adoption of additional components in later years or announced their plans to enact legislation in future years. We have considered the OECD’s Pillar 2 rules and do not expect them to have a material impact on our financial statements.