Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. Business combinations and dispositions DeltaTek Oil Tools Limited On February 8, 2023 ( The contingent consideration arrangement requires the Company to pay the former owners of DeltaTek a percentage of future revenues generated specifically from the acquired technology over a period of seven not 3 820. The DeltaTek Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has, in accordance with ASC 805, Business Combinations The following table sets forth the allocation of the DeltaTek Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the DeltaTek Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed (in thousands): Initial allocation of the consideration Measurement period adjustments Final allocation of the consideration Cash and cash equivalents $ 1,464 $ - $ 1,464 Accounts receivables, net 723 - 723 Inventories 183 - 183 Property, plant and equipment 642 - 642 Goodwill 7,157 994 8,151 Intangible assets 11,063 2 11,065 Other assets 27 - 27 Total assets 21,259 996 22,255 Accounts payable and accrued liabilities 245 2 247 Deferred tax liabilities 2,700 66 2,766 Other liabilities 831 (16 ) 815 Total Liabilities 3,776 52 3,828 Fair value of net assets acquired $ 17,483 $ 944 $ 18,427 The preliminary valuation of the assets acquired and liabilities assumed, including other liabilities, in the DeltaTek Acquisition initially resulted in a goodwill of $7.2 million. During the third 2023, The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized. The intangible assets will be amortized on a straight-line basis over an estimated 5 to 15 years life. We expect annual amortization to be approximately $1.0 million associated with these intangible assets. An associated deferred tax liability has been recorded in regards to these intangible assets. Refer to Note 14 Intangible assets, net The goodwill related to the DeltaTek Acquisition consists largely of the synergies and economies of scale expected from the technology providing more efficient services and expected future developments resulting from the assembled workforce. The goodwill is not not PRT Offshore On October 2, 2023 ( December 31, 2023 second 2024, fourth 2024. The contingent consideration arrangement required the Company to pay the former owners of PRT additional consideration based on PRT’s financial performance during the four not 3 820. The PRT Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has in accordance with ASC 805, Business Combinations The following table sets forth the allocation of the PRT Acquisition consideration exchanged to the fair value of identifiable tangible and intangible assets acquired and liabilities assumed as of the PRT Closing Date, with the recording of goodwill for the excess of the consideration transferred over the net aggregate fair value of the identifiable assets acquired and liabilities assumed (in thousands): Initial allocation of the consideration Measurement period adjustments Final allocation of the consideration Cash and cash equivalents $ 15,086 $ - $ 15,086 Accounts receivables, net 15,195 - 15,195 Other current assets 986 - 986 Property, plant and equipment 52,278 (619 ) 51,659 Goodwill 18,556 917 19,473 Intangible assets 33,940 (86 ) 33,854 Operating lease right-of-use assets 1,242 - 1,242 Total assets 137,283 212 137,495 Accounts payable and accrued liabilities 8,621 - 8,621 Operating lease liabilities 505 - 505 Other current liabilities 1,811 406 2,217 Non-current operating lease liabilities 678 - 678 Long-term borrowings 34,701 - 34,701 Total liabilities 46,316 406 46,722 Fair value of net assets acquired $ 90,967 $ (194 ) $ 90,773 The preliminary valuation of the assets acquired and liabilities assumed, including other liabilities, in the PRT Acquisition initially resulted in a goodwill of $18.6 million. During 2024, The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized. The cost approach was used to determine the fair value of property, plant and equipment. The intangible assets will be amortized on a straight-line basis over an estimated 5 to 15 years life. We expect annual amortization to be approximately $3.3 million associated with these intangible assets. An associated deferred tax liability has been recorded for these intangible assets. Refer to Note 14 “Intangible assets, net” The goodwill related to the PRT Acquisition consists largely of the synergies and economies of scale expected from the acquired customer relationships and contracts. The goodwill is not Coretrax On May 15, 2024 ( 3 May 1, 2024. We estimated the fair value of consideration for the Coretrax Acquisition to be $186.7 million, including cash consideration of $31.3 million, net of cash received, equity consideration of $142.8 million, and contingent consideration of $3.3 million, subject to a true-up for customary working capital adjustments. The contingent consideration arrangement required the Company to pay the former owners of Coretrax additional consideration based on Expro’s stock price and foreign exchange rate movement during a period of up to 150 not 3 820. In July 2024, The Coretrax Acquisition is accounted for as a business combination and Expro has been identified as the acquirer for accounting purposes. As a result, the Company has in accordance with ASC 805, Initial allocation of the consideration Measurement period adjustments Allocation of Cash and cash equivalents $ 9,315 $ - $ 9,315 Accounts receivables, net 31,414 - 31,414 Inventories 16,933 - 16,933 Other current assets 3,170 - 3,170 Property, plant and equipment 28,685 - 28,685 Goodwill 95,773 (491 ) 95,282 Intangible assets 101,650 - 101,650 Operating lease right-of-use assets 2,581 - 2,581 Total assets 289,521 (491 ) 289,030 Accounts payable and accrued liabilities 25,529 - 25,529 Operating lease liabilities 825 - 825 Current tax liabilities 1,300 - 1,300 Other current liabilities 11,098 - 11,098 Non-current tax liabilities 8,096 - 8,096 Deferred tax liabilities 25,616 - 25,616 Non-current operating lease liabilities 1,756 - 1,756 Long-term borrowings 28,147 - 28,147 Total liabilities 102,367 - 102,367 Fair value of net assets acquired $ 187,154 $ (491 ) $ 186,663 Due to the recency of the Coretrax Acquisition, these amounts, including the estimated fair values, are based on preliminary calculations and subject to change as our fair value estimates and assumptions are finalized during the measurement period. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation table above. The fair values of identifiable intangible assets were prepared using an income valuation approach, which requires a forecast of expected future cash flows either using the relief-from royalty method or the multi-period excess earnings method, which are discounted to approximate their current value. The estimated useful lives are based on management’s historical experience and expectations as to the duration of time that benefits from these assets are expected to be realized. The cost approach was used to determine the fair value of property, plant and equipment. The intangible assets will be amortized on a straight-line basis over an estimated 1 to 15 years life. We expect annual amortization to be approximately $8.9 million associated with these intangible assets. An associated deferred tax liability has been recorded for these intangible assets. Refer to Note 14 “Intangible assets, net” The goodwill related to the Coretrax Acquisition consists largely of the synergies and economies of scale expected from the acquired technology and customer relationships and contracts. The goodwill is not Revenue and earnings of the acquirees The results of operations for the Coretrax Acquisition since the Coretrax Closing Date have been included in our unaudited condensed consolidated financial statements for the three nine September 30, 2024. three nine September 30, 2024. Supplemental pro forma financial information The Company has determined the estimated unaudited pro forma financial information to be immaterial for the three nine September 30, 2024 2023, January 1, 2023. not |