UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from ________________ to ______________
Commission File Number:
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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Common Stock (par value EUR 0.02) |
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CLB |
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Euronext Amsterdam Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
The number of common shares of the registrant, par value EUR 0.02 per share, outstanding at April 27, 2022 was
CORE LABORATORIES N.V.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022
INDEX
PART I - FINANCIAL INFORMATION
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CORE LABORATORIES N.V.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
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March 31, |
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December 31, |
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ASSETS |
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(Unaudited) |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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Inventories |
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Prepaid expenses |
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Income taxes receivable |
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Other current assets |
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TOTAL CURRENT ASSETS |
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PROPERTY, PLANT AND EQUIPMENT, net of accumulated |
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RIGHT OF USE ASSETS |
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INTANGIBLES, net of accumulated amortization of $ |
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GOODWILL |
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DEFERRED TAX ASSETS, net |
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OTHER ASSETS |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
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$ |
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Accrued payroll and related costs |
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Taxes other than payroll and income |
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Unearned revenues |
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Operating lease liabilities |
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Income taxes payable |
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Other current liabilities |
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TOTAL CURRENT LIABILITIES |
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LONG-TERM DEBT, net |
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LONG-TERM OPERATING LEASE LIABILITIES |
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DEFERRED COMPENSATION |
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DEFERRED TAX LIABILITIES, net |
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OTHER LONG-TERM LIABILITIES |
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EQUITY: |
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Preference shares, EUR |
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Common shares, EUR |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive income (loss) |
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( |
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( |
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Treasury shares (at cost), |
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( |
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( |
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Total Core Laboratories N.V. shareholders' equity |
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Non-controlling interest |
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TOTAL EQUITY |
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TOTAL LIABILITIES AND EQUITY |
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$ |
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$ |
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The accompanying notes are an integral part of these interim consolidated financial statements.
3
CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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(Unaudited) |
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REVENUE: |
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Services |
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$ |
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$ |
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Product sales |
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Total revenue |
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OPERATING EXPENSES: |
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Cost of services, exclusive of depreciation expense shown below |
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Cost of product sales, exclusive of depreciation expense shown below |
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General and administrative expense, exclusive of depreciation expense shown below |
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Depreciation |
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Amortization |
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Other (income) expense, net |
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( |
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OPERATING INCOME (LOSS) |
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( |
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Interest expense |
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Income (loss) from continuing operations before income taxes |
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( |
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Income tax expense (benefit) |
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( |
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Income (loss) from continuing operations |
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( |
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Net income (loss) |
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( |
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Net income (loss) attributable to non-controlling interest |
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Net income (loss) attributable to Core Laboratories N.V. |
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$ |
( |
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$ |
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EARNINGS (LOSS) PER SHARE INFORMATION: |
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Basic earnings (loss) per share from continuing operations |
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$ |
( |
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$ |
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Basic earnings (loss) per share attributable to Core Laboratories N.V. |
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$ |
( |
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$ |
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Diluted earnings (loss) per share from continuing operations |
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$ |
( |
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$ |
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Diluted earnings (loss) per share attributable to Core Laboratories N.V. |
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$ |
( |
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$ |
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |
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Basic |
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Assuming Dilution |
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The accompanying notes are an integral part of these interim consolidated financial statements.
4
CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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(Unaudited) |
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Net income (loss) |
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$ |
( |
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$ |
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Other comprehensive income (loss): |
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Interest rate swaps: |
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Gain (loss) on fair value of interest rate swaps |
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( |
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Interest rate swap amount reclassified to net income (loss) |
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( |
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Income tax expense (benefit) on interest rate swaps |
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( |
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( |
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Total interest rate swaps |
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( |
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Total other comprehensive income (loss) |
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( |
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Comprehensive income (loss) |
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Comprehensive income (loss) attributable to non-controlling interest |
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Comprehensive income (loss) attributable to Core Laboratories N.V. |
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$ |
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$ |
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The accompanying notes are an integral part of these interim consolidated financial statements.
5
CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In thousands, except share and per share data)
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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Common Shares |
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(Unaudited) |
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Balance at Beginning of Period |
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New share issuance |
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Balance at End of Period |
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Additional Paid-In Capital |
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Balance at Beginning of Period |
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Stock-based compensation |
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New share issuance |
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— |
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Balance at End of Period |
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Retained Earnings |
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Balance at Beginning of Period |
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Dividends paid |
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( |
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( |
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Net income (loss) attributable to Core Laboratories N.V. |
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( |
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Balance at End of Period |
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Accumulated Other Comprehensive Income (Loss) |
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Balance at Beginning of Period |
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$ |
( |
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$ |
( |
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Interest rate swaps, net of income taxes |
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( |
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Balance at End of Period |
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$ |
( |
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$ |
( |
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Treasury Shares |
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Balance at Beginning of Period |
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$ |
( |
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$ |
( |
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Stock-based compensation |
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Repurchase of common shares |
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( |
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( |
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Balance at End of Period |
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$ |
( |
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$ |
( |
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Non-Controlling Interest |
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Balance at Beginning of Period |
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$ |
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$ |
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Net income (loss) attributable to non-controlling interest |
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Balance at End of Period |
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$ |
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$ |
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Total Equity |
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Balance at Beginning of Period |
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$ |
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$ |
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Stock-based compensation |
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Repurchase of common shares |
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( |
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( |
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Dividends paid |
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( |
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( |
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New share issuance |
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Interest rate swaps, net of income taxes |
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( |
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Net income (loss) |
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( |
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Balance at End of Period |
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$ |
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$ |
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Cash Dividends per Share |
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$ |
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$ |
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The accompanying notes are an integral part of these interim consolidated financial statements.
6
CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)
(In thousands, except share and per share data)
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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Common Shares - Number of shares issued |
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(Unaudited) |
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Balance at Beginning of Period |
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New share issuance |
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Balance at End of Period |
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Treasury Shares - Number of shares |
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Balance at Beginning of Period |
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( |
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( |
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Stock-based compensation |
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Repurchase of common shares |
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( |
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( |
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Balance at End of Period |
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( |
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( |
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Common Shares - Number of shares outstanding |
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Balance at Beginning of Period |
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New share issuance |
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Stock-based compensation |
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Repurchase of common shares |
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( |
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( |
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Balance at End of Period |
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The accompanying notes are an integral part of these interim consolidated financial statements.
7
CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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(Unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) |
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( |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Stock-based compensation |
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Depreciation and amortization |
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Changes in value of life insurance policies |
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Deferred income taxes |
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Other non-cash items |
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( |
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Changes in assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Inventories |
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( |
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( |
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Prepaid expenses and other current assets |
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( |
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( |
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Other assets |
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( |
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( |
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Accounts payable |
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Accrued expenses |
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( |
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Unearned revenues |
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( |
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Other liabilities |
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( |
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( |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital expenditures |
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( |
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( |
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Patents and other intangibles |
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( |
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( |
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Proceeds from sale of assets |
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Proceeds from insurance recovery |
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Net proceeds (premiums) on life insurance policies |
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Net cash provided by (used in) investing activities |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Repayment of long-term debt |
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( |
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( |
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Proceeds from long-term debt |
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Proceeds from issuance of common shares |
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Transaction costs on the issuance of common shares |
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( |
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Dividends paid |
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( |
) |
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( |
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Repurchase of common shares |
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( |
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( |
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Other financing activities |
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( |
) |
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( |
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Net cash provided by (used in) financing activities |
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( |
) |
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NET CHANGE IN CASH AND CASH EQUIVALENTS |
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CASH AND CASH EQUIVALENTS, beginning of period |
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CASH AND CASH EQUIVALENTS, end of period |
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$ |
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$ |
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Supplemental disclosures of cash flow information: |
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Cash payments for interest |
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$ |
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$ |
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Cash payments for income taxes |
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$ |
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$ |
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The accompanying notes are an integral part of these interim consolidated financial statements.
8
CORE LABORATORIES N.V.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements include the accounts of Core Laboratories N.V. and its subsidiaries for which we have a controlling voting interest and/or a controlling financial interest. These financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information using the instructions to Form 10-Q and Article 10 of Regulation S-X. Core Laboratories N.V.'s balance sheet information for the year ended December 31, 2021 was derived from the 2021 audited consolidated financial statements. Accordingly, these financial statements do not include all of the information and footnote disclosures required by U.S. GAAP for the annual financial statements, and should be read in conjunction with the audited financial statements and the summary of significant accounting policies and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Annual Report").
Core Laboratories N.V. uses the equity method of accounting for investments in which it has less than a majority interest and does not exercise control but does exert significant influence. Non-controlling interests have been recorded to reflect outside ownership attributable to consolidated subsidiaries that are less than
References to “Core Lab”, "Core Laboratories", the "Company", "we", "our" and similar phrases are used throughout this Quarterly Report on Form 10-Q and relate collectively to Core Laboratories N.V. and its consolidated subsidiaries.
We operate our business in two reportable segments: (1) Reservoir Description and (2) Production Enhancement. These complementary segments provide different services and products and utilize different technologies for evaluating and improving reservoir performance and increasing oil and gas recovery from new and existing fields. For a description of product types and services offered by these business segments, see Note 16, Segment Reporting.
Certain reclassifications were made to prior period amounts in order to conform to the current period presentation. These reclassifications had no impact on the reported net income or cash flows for the three months ended March 31, 2021.
2. SIGNIFICANT ACCOUNTING POLICIES UPDATE
3. CONTRACT ASSETS AND LIABILITIES
The balance of contract assets and liabilities consisted of the following (in thousands):
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March 31, |
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December 31, |
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Contract assets |
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