UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

   

FORM 10-Q

 

(Mark One)

 

X

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2007March 31, 2008

 

OR

 
 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to ______________

 

Commission File Number: 001-14273

 

CORE LABORATORIES N.V.

(Exact name of registrant as specified in its charter)

 

The Netherlands

Not Applicable

(State of other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

 
  

Herengracht 424

 

1017 BZ Amsterdam

 

The Netherlands

Not Applicable

(Address of principal executive offices)

(Zip Code)

  

(31-20) 420-3191

(Registrant's telephone number, including area code)

 

None

(Former name, former address and former fiscal year, if changed since last report)

 

    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. Yes [ X ] No [ ]

 

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ X ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act). Yes [ ] No [ X ]

    The number of common shares of the Registrant, par value EUR 0.04 per share, outstanding at

October 25, 2007 May 8, 2008 was 23,346,996.22,987,532.

 


 

CORE LABORATORIES N.V.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2007MARCH 31, 2008

 

INDEX

 
 

Page

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 
   
 

Consolidated Balance Sheets at September 30, 2007March 31, 2008 (Unaudited) and December 31, 20062007

1

   
 

Consolidated Statements of Operations (Unaudited) for the Three Months Ended

 

     September 30, March 31, 2008 and 2007 and 2006

2

   

Consolidated Statements of Operations (Unaudited) for the Nine Months Ended

September 30, 2007 and 2006

3

Consolidated Statements of Cash Flows (Unaudited) for the NineThree Months Ended

 
 

       September 30,March 31, 2008 and 2007 and 2006

4

   
 

Notes to Unaudited Consolidated Interim Financial Statements

5

   

Item 2.

Management's Discussion and Analysis of Financial Condition and

 
 

     Results of Operations

1715

   

Item 3.

Quantitative and Qualitative Disclosures of Market Risk

2521

   

Item 4.

Controls and Procedures

2521

   
   

PART II - OTHER INFORMATION

   

Item 1.

Legal Proceedings

2622

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

2622

   

Item 5.

Other Information

26

Item 6.

Exhibits

2723

   
 

Signature

2824

   

 


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CORE LABORATORIES N.V.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

  

September30,

 

December 31,

  

March 31,

 

December 31,

  

2007

 

2006

  

2008

 

2007

 

ASSETS

(Unaudited)

   

ASSETS

(Unaudited)

  

CURRENT ASSETS:

CURRENT ASSETS:

   

CURRENT ASSETS:

   

Cash and cash equivalents

$       42,168 

 

$       54,223 

Cash and cash equivalents

$       28,527 

 

$       25,617 

Accounts receivable, net of allowance for doubtful accounts of $3,975 and

   

Accounts receivable, net of allowance for doubtful accounts of $4,463 and

   

  $4,340 at 2007 and 2006, respectively

138,882 

 

112,055 

  $4,199 at 2008 and 2007, respectively

146,736 

 

137,231 

Inventories, net

30,273 

 

30,199 

Inventories, net

31,613 

 

29,363 

Prepaid expenses and other current assets

34,268 

 

29,075 

Prepaid expenses and other current assets

37,807 

 

28,488 

 

TOTAL CURRENT ASSETS

245,591 

 

225,552 

 

TOTAL CURRENT ASSETS

244,683 

 

220,699 

          

PROPERTY, PLANT AND EQUIPMENT, net

PROPERTY, PLANT AND EQUIPMENT, net

88,863 

 

87,734 

PROPERTY, PLANT AND EQUIPMENT, net

92,850 

 

93,038 

INTANGIBLES, net

INTANGIBLES, net

7,221 

 

6,602 

INTANGIBLES, net

6,984 

 

7,040 

GOODWILL

GOODWILL

136,415 

 

132,618 

GOODWILL

138,800 

 

138,800 

DEFERRED TAX ASSETS

40,002 

33,032 

DEFERRED TAX ASSET

DEFERRED TAX ASSET

20,110 

26,024 

OTHER ASSETS

OTHER ASSETS

16,254 

15,677 

OTHER ASSETS

19,481 

19,189 

 

TOTAL ASSETS

$     534,346 

 

$     501,215 

 

TOTAL ASSETS

$     522,908 

 

$     504,790 

          
 

LIABILITIES AND SHAREHOLDERS' EQUITY

    

LIABILITIES AND SHAREHOLDERS' EQUITY

   

CURRENT LIABILITIES:

CURRENT LIABILITIES:

   

CURRENT LIABILITIES:

   

Current maturities of long-term debt and capital lease obligations

$                5 

 

$         2,762 

Current maturities of long-term debt and capital lease obligations

$         1,906 

 

$         3,027 

Accounts payable

45,598 

 

37,460 

Accounts payable

35,690 

 

39,861 

Accrued payroll and related costs

27,448 

 

24,707 

Accrued payroll and related costs

27,156 

 

25,689 

Taxes other than payroll and income

8,238 

 

8,714 

Taxes other than payroll and income

8,720 

 

8,820 

Unearned revenues

6,569 

 

6,853 

Unearned revenues

9,537 

 

9,130 

Income taxes payable

3,673 

 

Other accrued expenses

10,468 

 

11,513 

Other accrued expenses

23,426 

 

8,424 

 

TOTAL CURRENT LIABILITIES

93,477 

 

98,040 

 

TOTAL CURRENT LIABILITIES

114,957 

 

88,920 

   
   

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

300,001 

 

300,002 

LONG-TERM DEBT

LONG-TERM DEBT

300,000 

 

300,000 

DEFERRED COMPENSATION

DEFERRED COMPENSATION

13,822 

 

10,413 

DEFERRED COMPENSATION

14,080 

 

14,080 

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES

35,507 

 

28,598 

OTHER LONG-TERM LIABILITIES

39,182 

 

29,041 

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

 

COMMITMENTS AND CONTINGENCIES

   

MINORITY INTEREST

MINORITY INTEREST

1,599 

 

1,446 

MINORITY INTEREST

1,588 

 

1,486 

       

SHAREHOLDERS' EQUITY:

SHAREHOLDERS' EQUITY:

   

SHAREHOLDERS' EQUITY:

   

Preference shares, EUR 0.04 par value;

   

Preference shares, EUR 0.04 par value;

   
 

3,000,000 shares authorized, none issued or outstanding

 

 

3,000,000 shares authorized, none issued or outstanding

 

Common shares, EUR 0.04 par value;

   

Common shares, EUR 0.04 par value;

   
 

100,000,000 shares authorized, 24,109,006 issued and 23,452,635 outstanding at 2007

    

100,000,000 shares authorized, 23,252,659 issued and 22,984,280 outstanding at 2008

   
 

and 25,608,511 issued and 23,225,121 outstanding at 2006

1,360 

 

1,450 

 

and 23,080,949 issued and 23,065,949 outstanding at 2007

1,310 

 

1,300 

Additional paid-in capital

21,324 

 

23,182 

Additional paid-in capital

11,890 

 

Retained earnings

116,848 

 

224,110

Retained earnings

91,829 

 

62,496 

Accumulated other comprehensive income

(2,018)

 

(2,072)

Accumulated other comprehensive income

246 

 

226 

Treasury shares (at cost), 656,371 at 2007 and 2,383,390 at 2006

(69,054)

 

(174,834)

Treasury shares (at cost), 268,379 at 2008 and 15,000 at 2007

(30,694)

 

(1,879)

TOTAL SHAREHOLDERS' EQUITY

68,460 

71,836 

TOTAL SHAREHOLDERS' EQUITY

74,581 

62,143 

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$      534,346 

 

$     501,215 

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$     522,908 

 

$     504,790 

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

Return to Index


 

CORE LABORATORIES N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

Three Months Ended

September 30,

 

Three Months Ended

March 31,

2007

 

2006

2008

 

2007

 

(Unaudited)

 

(Unaudited)

REVENUES:

REVENUES:

   

REVENUES:

   

Services

$     131,060 

 

$     109,950 

Services

$     138,409 

 

$     116,965 

Product Sales

39,005 

 

35,576 

Product Sales

41,028 

 

38,758 

 

170,065 

 

145,526 

 

179,437 

 

155,723 

OPERATING EXPENSES:

OPERATING EXPENSES:

   

OPERATING EXPENSES:

   

Cost of services

84,863 

 

74,240 

Cost of services

91,159 

 

79,854 

Cost of sales

27,684 

 

26,282 

Cost of sales

28,314 

 

27,395 

General and administrative expenses

7,039 

 

6,250 

General and administrative expenses

8,289 

 

8,039 

Depreciation

4,806 

 

4,423 

Depreciation

5,097 

 

4,486 

Amortization

229 

 

94 

Amortization

142 

 

92 

Other expense (income), net

(514)

 

447 

Other expense (income), net

2,168 

 

(863)

OPERATING INCOME

OPERATING INCOME

45,958 

 

33,790 

OPERATING INCOME

44,268 

 

36,720 

Interest expense

Interest expense

614 

 

1,930 

Interest expense

644 

 

632 

Income before income tax expense

Income before income tax expense

45,344 

 

31,860 

Income before income tax expense

43,624 

 

36,088 

Income tax expense

Income tax expense

13,830 

 

9,476 

Income tax expense

14,291 

 

10,826 

NET INCOME

NET INCOME

$      31,514 

 

$      22,384 

NET INCOME

$      29,333 

 

$      25,262 

       

EARNINGS PER SHARE INFORMATION:

EARNINGS PER SHARE INFORMATION:

   

EARNINGS PER SHARE INFORMATION:

   

Basic earnings per share

Basic earnings per share

$         1.34 

$         0.88 

Basic earnings per share

$          1.28 

$         1.08 

       

Diluted earnings per share

Diluted earnings per share

$         1.29 

 

$         0.83 

Diluted earnings per share

$         1.22 

 

$         1.04 

       

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

   

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

   

Basic

Basic

23,556 

 

25,304 

Basic

22,982 

 

23,430 

       

Diluted

Diluted

24,377 

 

26,951 

Diluted

23,998 

 

24,322 

       
       

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

Return to Index


CORE LABORATORIES N.V.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

  

Nine Months Ended

September 30,

 

2007

 

2006

  

(Unaudited)

REVENUES:

   
 

Services

$     374,212 

 

$      315,423 

 

Product Sales

119,969 

 

107,455 

  

494,181 

 

422,878 

OPERATING EXPENSES:

   
 

Cost of services

249,140 

 

221,768 

 

Cost of sales

84,005 

 

79,097 

 

General and administrative expenses

24,798 

 

25,458 

 

Depreciation

14,094 

 

12,473 

 

Amortization

416 

 

256 

 

Other income, net

(2,850)

 

(2,969)

OPERATING INCOME

124,578 

 

86,795 

Interest expense

1,881 

 

4,785 

Income before income tax expense

122,697 

 

82,010 

Income tax expense

37,118 

 

24,521 

NET INCOME

$      85,579 

 

$      57,489 

    

EARNINGS PER SHARE INFORMATION:

   

Basic earnings per share

$         3.62 

$         2.25 

   

Diluted earnings per share

$         3.51 

 

$         2.11 

    

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

   

Basic

23,642 

 

25,551 

    

Diluted

24,371 

 

27,304 

    
    

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

Return to Index


 

CORE LABORATORIES N.V.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

  

Nine Months Ended

September 30,

  

Three Months Ended

March 31,

 

2007

 

2006

 

2008

 

2007

(Unaudited)

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

CASH FLOWS FROM OPERATING ACTIVITIES:

   

CASH FLOWS FROM OPERATING ACTIVITIES:

   

Net income

Net income

$         85,579 

 

$     57,489 

Net income

$     29,333 

 

$     25,262 

Adjustments to reconcile income to net cash provided by operating activities:

Adjustments to reconcile income to net cash provided by operating activities:

   

Adjustments to reconcile income to net cash provided by operating activities:

   

Net provision for (recoveries of) doubtful accounts

15 

 

577 

Net provision for doubtful accounts

210 

 

361 

Inventory obsolescence

121 

 

1,553 

Inventory obsolescence

41 

 

51 

Equity in loss of affiliates

222 

 

53 

Equity in loss (income) of affiliates

(55)

 

Minority interest

153 

 

151 

Minority interest

103 

 

(76)

Stock-based compensation

3,499 

 

3,611 

Stock-based compensation

827 

 

1,148 

Depreciation and amortization

14,510 

 

12,729 

Depreciation and amortization

5,239 

 

4,578 

Debt issuance costs amortization

1,352 

 

86 

Debt issuance costs amortization

370 

 

623 

Gain on sale of assets

(249)

(782)

Gain on sale of assets

(1,284)

(48)

Realization of pension obligation

54 

Realization of pension obligation

20 

18 

Gain on insurance recovery

 

(492)

Increase in value of life insurance policies

725 

 

(106)

Increase in value of life insurance policies

(852)

 

(132)

Deferred income taxes

2,863 

 

177 

Deferred income taxes

(7,106)

 

(5,792)

Changes in assets and liabilities, net of effect of dispositions:

   

Changes in assets and liabilities, net of effect of dispositions:

   

Accounts receivable

(9,714)

(11,144)

Accounts receivable

(26,316)

(13,765)

 

Inventories

(2,292)

 

(2,334)

 

Inventories

246 

 

(5,770)

 

Prepaid expenses and other current assets

(6,363)

 

59 

 

Prepaid expenses and other current assets

(5,378)

 

(584)

 

Other assets

(1,281)

 

(134)

 

Other assets

96 

 

(42)

 

Accounts payable

(4,171)

 

(3,946)

 

Accounts payable

7,910 

 

(1,237)

 

Accrued expenses

729 

 

(608)

 

Accrued expenses

6,982 

 

21,514 

 

Other long-term liabilities

10,140 

 

5,277 

 

Other long-term liabilities

6,977 

 

10,911 

Net cash provided by operating activities

25,440 

 

19,158 

Net cash provided by operating activities

87,815 

 

80,078 

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM INVESTING ACTIVITIES:

   

CASH FLOWS FROM INVESTING ACTIVITIES:

   
 

Capital expenditures

(15,285)

 

(16,347)

 

Patents and other intangibles

(252)

 

(103)

 

Acquisition, net of cash acquired

(5,012)

 

 - 

 

Capital expenditures

(5,618)

 

(3,427)

 

Deposit on sale of asset

13,475 

 

 

Patents and other intangibles

(86)

 

(45)

 

Proceeds from sale of assets

488 

 

2,222 

 

Proceeds from sale of assets

2,467 

 

76 

 

Premiums on life insurance

(1,199)

 

(753)

 

Premiums on life insurance

(430)

 

(764)

Net cash used in investing activities

(7,785)

 

(14,981)

Net cash used in investing activities

(3,667)

 

(4,160)

CASH FLOWS FROM FINANCING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

   

CASH FLOWS FROM FINANCING ACTIVITIES:

   
 

Repayment of debt

(2,754)

 

(23,439)

 

Repayment of debt

(6,120)

 

(982)

 

Proceeds from debt borrowings

 

42,000 

 

Proceeds from debt borrowings

5,000 

 

 

Capital lease obligations

(4)

 

(24)

 

Capital lease obligations

(1)

 

(1)

 

Stock options exercised

18,184 

 

13,859 

 

Stock options exercised

633 

 

16,918 

 

Tax benefits from stock-based compensation

20,328 

 

5,671 

 

Excess tax benefits from stock-based compensation

10,440 

 

2,609 

 

Debt issuance costs

(162)

 

 

Debt issuance costs

 

(152)

 

Repurchase of common shares

(127,677)

 

(104,451)

 

Repurchase of common shares

(28,815)

 

(58,624)

Net cash used in financing activities

(92,085)

 

(66,384)

Net cash used in financing activities

(18,863)

 

(40,232)

NET CHANGE IN CASH AND CASH EQUIVALENTS

NET CHANGE IN CASH AND CASH EQUIVALENTS

(12,055)

 

(1,287)

NET CHANGE IN CASH AND CASH EQUIVALENTS

2,910 

 

(25,234)

CASH AND CASH EQUIVALENTS, beginning of period

CASH AND CASH EQUIVALENTS, beginning of period

54,223 

 

13,743 

CASH AND CASH EQUIVALENTS, beginning of period

25,617 

 

54,223 

CASH AND CASH EQUIVALENTS, end of period

CASH AND CASH EQUIVALENTS, end of period

$          42,168 

 

$     12,456 

CASH AND CASH EQUIVALENTS, end of period

$    28,527 

 

$    28,989 

Non-cash investing and financing activities:

          Change in par value of common stock

$                    - 

$          977 

          Financial capital expenditures

$                    - 

$       2,350 

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

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

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

Return to Index


 

 

CORE LABORATORIES N.V.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited 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 ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information using the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements.

Core Laboratories N.V. uses the equity method of accounting for all investments in which it has less than a majority interest and over which it does not exercise control. Minority interest has been recorded to reflect outside ownership attributable to consolidated subsidiaries that are less than 100% owned. In the opinion of management, all adjustments considered necessary for a fair presentation for the periods presented have been included in these financial statements. Furthermore, the operating results presented for the three and nine month periodsmonths ended September 30, 2007March 31, 2008 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2007.2008.

Core Laboratories N.V.'s balance sheet information for the year ended December 31, 20062007 was derived from the 20062007 audited consolidated financial statements but does not include all disclosures in accordance with GAAP.

References to "Core Lab", "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.

These financial statements should be read in conjunction with the 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, 2006.2007.

 

2. INVENTORIES NET

Inventories consist of the following (in thousands):

 

September 30,

 

December 31,

 

March 31,

 

December 31,

 

2007

 

2006

 

2008

 

2007

 

(Unaudited)

   

(Unaudited)

  

Finished goods

 

$   21,387

 

$     22,930

 

$   22,381

 

$     21,795

Parts and materials

 

7,655

 

6,031

 

8,241

 

6,433

Work in progress

 

1,231

 

1,238

 

991

 

1,135

Total inventories, net

 

$   30,273

 

$     30,199

 

$   31,613

 

$     29,363

We include freight costs incurred for shipping inventory to customers in the Cost of Sales line of the Consolidated Statement of Operations.

 

3. GOODWILL AND INTANGIBLES

We account for intangible assets with indefinite lives, including goodwill, in accordance with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", which requires us to evaluate these assets for impairment annually, or more frequently if an indication of impairment has occurred. Based upon our most recent evaluation, management determined that goodwill was not impaired. We amortize intangible assets with a defined term on a straight-line basis over their respective useful lives.

In September 2007, we acquired all of the outstanding common shares of Temco, Inc., a Tulsa-based core analysis and reservoir fluids instrument manufacturing business, for $5.5 million dollars. The acquisition resulted in goodwill of $3.8 million and intangibles of $0.8 million which was recorded in the Reservoir Description business segment. There were no other significant changes relatingrelated to our intangible assets for the ninethree months ended September 30, 2007.March 31, 2008. The remaining composition of goodwill by business segment at September 30, 2007March 31, 2008 is consistent with the amounts disclosed in our Annual Report on Form 10-K as of December 31, 2006.2007.


4. DEBT AND CAPITAL LEASE OBLIGATIONS

Debt is summarized in the following table (in thousands):

 

September 30,

 

December 31,

 

March 31,

 

December 31,

 

2007

 

2006

 

2008

 

2007

 

(Unaudited)

   

(Unaudited)

  

Senior exchangeable notes

 

$     300,000

 

$   300,000

 

$     300,000

 

$    300,000

Capital lease obligations

 

6

 

10

 

2

 

3

Other indebtedness

 

-

 

2,754

 

1,904

 

3,024

Total debt and capital leases obligations

 

300,006

 

302,764

 

301,906

 

303,027

Less - short-term debt included in other indebtedness

 

-

 

2,654

 

1,904

 

3,024

Less - current maturities of long-term debt and capital lease obligations

 

5

 

108

 

2

 

3

Long-term debt and capital lease obligations

 

$     300,001

 

$    300,002

 

$     300,000

 

$    300,000

In November 2006, Core Laboratories LP, a wholly owned subsidiary of Core Laboratories N.V., issued $300 million aggregate principal amount of Senior Exchangeable Notes due 2011 (the "Notes") to qualified institutional buyers.. The Notes bear interest at a rate of 0.25% per year paid on a bi-annual basis and are fully and unconditionally guaranteed by Core Laboratories N.V. The Notes are exchangeable into shares of Core Laboratories N.V. under certain circumstances at an initial conversion rate of 10.5533 per $1,000 principal amount of notes. Upon exchange, holders will receive cash up to the principal amount, and any excess exchange value will be delivered in Core Laboratories N.V. common shares. On December 22, 2006 we filed a registration statement on Form S-3, which became effective pursuant to the Securities Act of 1933, as amended; to register the resale of the Notes and shares received in exchange for the Notes.

We maintain a revolving credit facility (the "Credit Facility") that allows for an aggregate borrowing capacity of $100.0 million. As amended, this facility provides an option to increase the commitment under the Credit Facility to $150.0 million, if certain conditions are met. The Credit Facility bears interest at variable rates from LIBOR plus 0.5% to a maximum of LIBOR plus 1.125%. %. Any outstanding balance under the Credit Facility is due in December 2010 when the Credit Facility matures and only requires bi-annual interest payments until maturity.matures. Interest payment datesterms are based onvariable depending upon the interest period selected.specific type of borrowing under this facility. Our available capacity is reduced by outstanding unsecured letters of credit and performance guarantees and bonds totaling $8.7$11.6 million at September 30, 2007March 31, 2008 relating to certain projects in progress. Our available borrowing capacity under the Credit Facility at September 30, 2007March 31, 2008 was $91.3$88.4 million.

 

5. PENSIONS AND OTHER POST-RETIREMENTPOSTRETIREMENT BENEFITS

We provide a noncontributory defined benefit pension plan covering substantially all of our Dutch employees, payouts under which are determined based on years of service and final pay or career average pay, depending on when the employee began participating. Employees are immediately vested in the benefits earned. We fund the future obligations of this plan by purchasing investment contracts from a large insurance company. We make annual premium payments, based on each employee's age and current salary, to the insurance company.

The following table summarizes the components of the net periodic pension cost under this plan for the three months ended March 31, 2008 and nine month periods ended September 30, 2007 and 2006 (in thousands):

Three Months Ended September 30,

 

Nine Months Ended September 30,

Three Months Ended

March 31,

2007

 

2006

 

2007

 

2006

2008

 

2007

(Unaudited)

 

(Unaudited)

(Unaudited)

Service cost

$     306 

 

$     295 

 

$     895 

 

$     905 

$     286 

 

$     291 

Interest cost

281 

 

221 

 

821 

 

678 

338 

 

266 

Expected return on plan assets

(256)

 

(214)

 

(749)

 

(657)

(306)

 

(243)

Unrecognized pension obligation, net

18 

34 

54 

105 

Unrecognized pension obligation/(asset), net

(25)

(22)

Prior service cost

45 

 

40 

Net periodic pension cost

$     349 

 

$     336 

 

$  1,021 

 

$  1,031 

$     338 

 

$     332 

During the three months ended March 31, 2008, we contributed approximately $1.1 million, as determined by the insurance company, to fund the estimated 2008 premiums on investment contracts held by the plan.

On January 1, 2008, we adopted Statement of Financial Accounting Standards No. 157 ("SFAS 157") Fair Value Measurements for financial assets and liabilities. We have not adopted SFAS 157 for nonfinancial assets and nonfinancial liabilities for those measured on a nonrecurring basis as the adoption date has been deferred until January 1, 2009 pursuant to Financial Accounting Standards Board Staff Position No. 157-2. The application of FAS 157 to the Company's nonfinancial assets and liabilities will primarily be limited to asset impairments including Goodwill and this application is not expected to have a material impact to the Company. This new standard addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes. On a recurring basis, we use the market approach to value certain liabilities at fair value at quoted prices in an active market (Level 1) and certain assets and liabilities using significant other observable inputs (Level 2). We do not have any assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Gains and losses related to the fair value changes in the deferred compensation assets and liabilities are recorded in General and Administrative Expenses in the Consolidated Statement of Operations. The following table summarizes the fair value balances (in thousands):

 


   

Fair Value Measurement at March 31, 2008

 

Total

 

Level 1

 

Level 2

 

Level 3

Assets:

       

Equity and other investment fund assets

$    4,562

 

$          -

 

$   4,562

 

$       -

        

Liabilities:

       

Deferred compensation plan

$    7,553

 

$  3,740

 

$   3,813

 

$      -

        

We have adopted a non-qualified deferred compensation plan that allows certain highly compensated employees to defer a portion of their salary, commission and bonus, as well as the amount of any reductions in their deferrals under the deferred compensation plan for employees in the United States (the "Deferred Compensation Plan"), due to certain limitations imposed by the U.S. Internal Revenue Code of 1986, as amended. The Deferred Compensation Plan also provides for employer contributions to be made on behalf of participants equal in amount to certain forfeitures of, and/or reductions in, employer contributions that participants could have received under the 401(k) Plan in the absence of certain limitations imposed by the Internal Revenue Code. Employer contributions to the deferred compensation plan vest ratably over a period of five years. Contributions to the plan are invested in equity and other investment fund assets, and carried on the balance sheet at fair value. The benefits und er these contracts are fully vested and payment of benefits generally commences as soon as practicable after the last day of the calendar quarter during which the participant terminated employment.

 

6. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims that arise in the ordinary course of business. We believe that the resolution of all litigation currently pending or threatened against Core Lab or any of its subsidiaries should not have a material adverse effect on its consolidated financial condition, results of operations or liquidity; however, because of the inherent uncertainty of litigation, we cannot provide assurance that the resolution of any particular claim or proceeding to which Core Lab or any of its subsidiaries is a party will not have a material adverse effect on its consolidated results of operations or liquidity for the period in which that resolution occurs.

In 2008, we revised our estimate of a contingent liability associated with non-income related taxes, and as a result a charge to income of $5.0 million was recorded in the Consolidated Statement of Operations to Other Expense (Income), net. This adjustment requires judgment, assumptions and estimations to quantify the uncertainties related to this contingent liability. Management has concluded the adjustment relates to prior periods, however as the amounts are not material, no prior periods have been restated. The contingent liability is included in Other Long-term Liabilities in the Consolidated Balance Sheet. Management will continue to assess on a quarterly basis the probable outcome of the settlement of these taxes. The ultimate settlement amount and timing of this contingent liability is uncertain, and could possibly expose the Company to expenses of approximately $20.0 million in excess of our current estimate.

7. SHAREHOLDERS' EQUITY

During the three months ended September 30, 2007,March 31, 2008, we repurchased 485,571253,379 of our common shares for $52.3$28.8 million, at an average price of $107.65 per share.

During the nine months ended September 30, 2007, we repurchased 1,400,021 of our common shares for $127.7 million, at an average price of $91.20$113.72 per share which included rights to 602,14844,512 shares valued at $48.4$5.0 million, or $80.30$112.14 per share, that were surrendered to the Company pursuant to the terms of a stock-based compensation plan, in consideration of the exercise price of their stock options and their personal tax burdens that may result from the issuance of common shares under this plan. Such common shares, unless cancelled, may be reissued for a variety of purposes such as to use for future acquisitions, for settlement of employee stock awards as they vest, or possible conversion of the Notes.

For the three and nine months ended September 30, 2007,March 31, 2008, we issued 76,277 and 1,405,88542,160 of our common shares associated with stock option exercises for which we received proceeds of approximately $1.0$0.6 million.

During the three month period ended March 31, 2008, we recognized tax benefits of $10.4 million, and $18.2 million.

At our Annual Shareholders' Meeting on April 2, 2007 (the "Meeting"), our shareholders approved the cancellationrelating to tax deductions in excess of 3,127,040 treasury shares we had repurchased or otherwise acquired priorbook expense for stock-based compensation awards.  These tax benefits are recorded to additional paid-in capital to the date of the Meeting. These 3,127,040 treasury shares were cancelled in April 2007 at historical cost, totaling $233.5 million, or $74.73 per share, resulting in a decrease in treasury shares and a corresponding decrease in additional paid-in-capital, retained earnings and common shares. Our shareholders also approved the extension of the authority of our Management Board to repurchase up to 10% of the Company's outstanding share capital up through October 2, 2008.extent deductions reduce current taxable income.

Comprehensive Income

The components of other comprehensive income consisted of the following (in thousands):

 

Three months ended

 

Nine months ended

 

March 31,

 

September 30, 2007

 

September 30, 2007

 

2008

 

2007

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

Net income

 

$ 31,514

 

$   85,579

 

$   29,333

 

$   25,262

Realization of pension obligation

 

18

 

54

 

20

 

18

Total comprehensive income

 

$ 31,532

 

$   85,633

 

$   29,353

 

$   25,280


Accumulated Other Comprehensive Income consisted of the following (in thousands):

 

September 30,

 

December 31,

 

2007

 

2006

 

(Unaudited)

  

Pension obligation - prior service cost

$     1,273

 

$    1,327

Pension obligation - unrecognized net actuarial loss

745

 

745

  Total accumulated other comprehensive income

$     2,018

 

$    2,072

 

March 31,

 

December 31,

 

2008

 

2007

 

(Unaudited)

  

Prior service cost

$     (1,163)

 

$   (1,208)

Transition asset

494 

 

519 

Unrecognized net actuarial loss

915 

 

915 

   Total accumulated other comprehensive income

$         246 

 

$      226 


 

8. EARNINGS PER SHARE

We compute basic earnings per common share by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common and potential common shares include additional shares in the weighted average share calculations associated with the incremental effect of dilutive employee stock options, restricted stock awards and contingently issuable shares, as determined using the treasury stock method. The following table summarizes the calculation of weighted average common shares outstanding used in the computation of diluted earnings per share (in thousands):

Three Months Ended September 30,

 

Nine Months Ended September 30,

Three Months Ended

March 31,

 

2007

 

2006

 

2007

 

2006

2008

 

2007

 

(Unaudited)

 

(Unaudited)

(Unaudited)

 

Weighted average basic common shares outstanding

23,556

 

25,304

 

23,642

 

25,551

22,982

 

23,430

 

Effect of dilutive securities:

           

Stock options

207

1,421

381

1,498

153

664

Contingent shares

88

 

159

 

98

 

146

64

 

121

 

Restricted stock and other

108

 

67

 

109

 

109

137

 

107

 

Senior exchangeable notes

418

 

-

 

141

 

-

662

 

 

Weighted average diluted common and potential common shares outstanding

24,377

 

26,951

 

24,371

 

27,304

23,998

 

24,322

 

In 2006, we sold warrants that give the holders the right to acquire approximately 3.2 million of our common shares at a strikean exercise price of $127.56 per share.  These warrants could have a dilutive impact on our earnings per share if the share price exceeds the strike price of the warrants. 

9. OTHER EXPENSE (INCOME), NET

The components of other expense (income), net, were as follows (in thousands):

Three Months Ended September 30,

 

Nine Months Ended September 30,

Three Months Ended

March 31,

 

2007

 

2006

 

2007

 

2006

2008

 

2007

 

(Unaudited)

 

(Unaudited)

(Unaudited)

 

Minority interest

$     122 

 

$     77 

 

$     153 

 

$     151 

$      103 

 

$    (76)

 

Gain on sale of assets

(30)

 

(76)

 

(249)

 

(782)

(1,284)

 

(48)

 

Foreign exchange loss (gain)

(352)

430 

(827)

(1,032)

Foreign exchange (gain) loss

(746)

18 

Interest income

(136)

 

(54)

 

(1,047)

 

(161)

(108)

 

(411)

 

Gain on insurance recovery

 

 

 

(492)

Non-income tax accrual

5,030 

 

 

Other

(118)

 

70 

 

(880)

 

(653)

(827)

 

(346)

 

Total other expense (income), net

$   (514)

 

$   447 

 

$ (2,850)

 

$ (2,969)

$  2,168 

 

$  (863)

 

In 2005,2008, we revised our estimate of a building at our manufacturing plant in Godley, Texas,contingent liability associated with non-income related taxes, and as a result a charge to income of $5.0 million was damaged by fire, resulting in the loss of the building, some inventory, as well as other business equipment and supplies. We filed a claim for business interruption costs and the final settlement was reached in the first quarter of 2006, which resulted inrecorded. Additionally, we recorded a gain of $0.5 million.$1.1 million in connection with the sale of a small office building.

Foreign exchange (gains) losses (gains) by currency are summarized in the following table (in thousands):

Three Months Ended September 30,

 

Nine Months Ended September 30,

Three Months Ended March 31,

2007

 

2006

 

2007

 

2006

2008

 

2007

(Unaudited)

 

(Unaudited)

(Unaudited)

Canadian Dollar

$   (199)

 

$      44 

 

$ (443)

 

$    (336)

$     215 

 

$   106 

Euro

(198)

 

(16)

 

(282)

 

(270)

(586)

 

(38)

Russian Ruble

(152)

 

172 

 

(223)

 

(290)

(157)

 

(40)

Other currencies

197 

 

230 

 

121 

 

(136)

(218)

 

(10)

Total loss (gain)

$   (352)

 

$    430 

 

$  (827)

 

$ (1,032)

Total (gain) loss

$   (746)

 

$    18 


 

10. INCOME TAXES

We file an income tax return in the U.S. federal jurisdiction, various states and foreign jurisdictions. We are currently undergoing multiple examinations in various jurisdictions, and the years 1998 through 2006 remain open for examination in various tax jurisdictions in which we operate.

We adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109, Accounting for Income Taxes ("FIN 48"), on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority. As a result of the implementation of FIN 48, we recognized approximately a $3.3 million increase in the liability for unrecognized tax benefits, which was accounted for as a reduction to the January 1, 2007 balance of retained earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

2007

(Unaudited)

Unrecognized tax benefits at January 1,

$   13,064 

Tax positions, current period

286 

Tax positions, prior period

1,442 

Settlements with taxing authorities

(53)

Lapse of applicable statute of limitations

  Unrecognized tax benefits at September 30,

$   14,739 

The total amount of unrecognized tax benefits at September 30, 2007, if recognized, would affect our effective tax rate.

Our policy is to record accrued interest and penalties on uncertain tax positions, net of any tax effect, as part of total tax expense for the period. The corresponding liability is carried along with the tax exposure as a non-current payable in "other long-term liabilities". We had approximately $3.2 million accrued for the payment of interest and penalties as of January 1, 2007. We expect the requirements of FIN 48 will add volatility to our effective tax rate, and therefore our expected income tax expense, in future periods.

During the three and nine month period ended September 30, 2007, we recognized tax benefits of $10.2 million and $20.3 million, respectively, relating to tax deductions in excess of book expense for stock-based compensation awards.  These tax benefits are recorded to additional paid-in capital to the extent deductions reduce current taxable income.

11. SEGMENT REPORTING

Our business units have been aggregated into three complementary segments, which provide products and services for improving reservoir performance and increasing oil and gas recovery from new and existing fields.

*

Reservoir Description: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples. We provide analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry.

  

*

Production Enhancement: Includes products and services relating to reservoir well completions, perforations, stimulations and production. We provide integrated services to evaluate the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.

  

*

Reservoir Management: Combines and integrates information from reservoir description and production enhancement services to increase production and improve recovery of oil and gas from our clients' reservoirs.


Segment Analysis

We manage each of our business segments separately to reflect the different services and technologies provided and required by each segment. We use the same accounting policies to account for our business segments as those used to prepare our Consolidated Balance Sheets and Consolidated Statements of Operations. We evaluate the performance of our business segments on the basis of operating income.

Summarized financial information relating to our business segments is shown in the following tables (in thousands):

 

(Unaudited)

 

Reservoir Description

 

Production Enhancement

 

Reservoir Management

 

Corporate & Other1

 

Consolidated

Three Months Ended September 30, 2007

         
 

Revenues from unaffiliated customers

 

$    97,476

 

$      61,998

 

$      10,591 

 

$                  - 

 

$      170,065

 

Inter-segment revenues

 

233

 

252

 

318 

 

(803)

 

-

 

Segment operating income

 

26,108

 

17,426

 

2,357 

 

67 

 

45,958

 

Total assets

 

251,170

 

161,972

 

19,446

 

101,758

 

534,346

 

Capital expenditures

 

4,252

 

1,809

 

181 

 

491 

 

6,733

 

Depreciation and amortization

 

2,645

 

1,288

 

121 

 

981 

 

5,035

            

Three Months Ended September 30, 2006

         
 

Revenues from unaffiliated customers

 

$    81,090

 

$      55,113

 

$        9,323

 

$                  - 

 

$      145,526

 

Inter-segment revenues

 

24

 

194

 

21

 

(239)

 

-

 

Segment operating income

 

17,646

 

13,841

 

2,086

 

217 

 

33,790

 

Total assets

 

210,604

 

159,276

 

16,387

 

34,603 

 

420,870

 

Capital expenditures

 

3,929

 

1,247

 

81

 

3,582 

 

8,839

 

Depreciation and amortization

 

2,306

 

1,231

 

119

 

861 

 

4,517

            

Nine Months Ended September 30, 2007

          
 

Revenues from unaffiliated customers

 

$   274,437

 

$    181,566

 

$       38,178

 

$                  - 

 

$       494,181

 

Inter-segment revenues

 

635

 

619

 

953

 

(2,207)

 

-

 

Segment operating income

 

64,307

 

49,678

 

10,171

 

422 

 

124,578

 

Total assets

 

251,170

 

161,972

 

19,446

 

101,758

 

534,346

 

Capital expenditures

 

10,202

 

3,689

 

433

 

961 

 

15,285

 

Depreciation and amortization

 

7,648

 

3,874

 

369

 

2,619 

 

14,510

            

Nine Months Ended September 30, 2006

          
 

Revenues from unaffiliated customers

 

$   232,436

 

$     162,826

 

$       27,616

 

$                    - 

 

$       422,878

 

Inter-segment revenues

 

263

 

526

 

27

 

(816)

 

-

 

Segment operating income (loss)

 

41,098

 

39,434

 

6,658

 

(395)

 

86,795

 

Total assets

 

210,604

 

159,276

 

16,387

 

34,603 

 

420,870

 

Capital expenditures

 

10,319

 

4,165

 

408

 

3,805 

 

18,697

 

Depreciation and amortization

 

6,785

 

3,631

 

341

 

1,972 

 

12,729

            
 

(1) "Corporate & Other" represents those items that are not directly related to a particular segment and eliminations.

 

(Unaudited)

 

Reservoir Description

 

Production Enhancement

 

Reservoir Management

 

Corporate & Other1

 

Consolidated

Three Months Ended March 31, 2008

         
 

Revenues from unaffiliated customers

 

$   100,501

 

$      67,024

 

$      11,912

 

$             - 

 

$     179,437

 

Inter-segment revenues

 

233

 

193

 

315

 

(741)

 

-

 

Segment operating income (loss)

 

23,017

 

21,941

 

4,227

 

(4,917)

 

44,268

 

Total assets

 

248,200

 

172,796

 

22,385

 

79,527 

 

522,908

 

Capital expenditures

 

3,315

 

2,172

 

97

 

34 

 

5,618

 

Depreciation and amortization

 

2,929

 

1,386

 

153

 

771 

 

5,239

            

Three Months Ended March 31, 2007

         
 

Revenues from unaffiliated customers

 

$   83,163

 

$      58,807

 

$      13,753

 

$             - 

 

$     155,723

 

Inter-segment revenues

 

167

 

205

 

291

 

(663)

 

-

 

Segment operating income

 

16,773

 

16,052

 

3,697

 

198 

 

36,720

 

Total assets

 

219,681

 

166,627

 

19,358

 

82,544 

 

488,210

 

Capital expenditures

 

2,570

 

606

 

89

 

162 

 

3,427

 

Depreciation and amortization

 

2,372

 

1,284

 

127

 

795 

 

4,578

            
            
 

(1) "Corporate & Other" represents those items that are not directly related to a particular segment and eliminations.


 

12.11. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Core Laboratories N.V. has fully and unconditionally guaranteed all of the Notes issued by Core Laboratories LP on November 6,in 2006. Core Laboratories LP is a 100% indirectly owned subsidiary of Core Laboratories N.V.

The following condensed consolidating financial information is included so that separate financial statements of Core Laboratories LP are not required to be filed with the U.S. Securities and Exchange Commission. The condensed consolidating financial statements present investments in both consolidated and unconsolidated affiliates using the equity method of accounting.

The following condensed consolidating financial information presents: condensed consolidating balance sheets as of September 30, 2007March 31, 2008 and December 31, 2006,2007, statements of income and the consolidating statements of cash flows for each of the threequarters ended March 31, 2008 and nine month periods ended September 30, 2007 and 2006 of (a) Core Laboratories N.V., parent/guarantor, (b) Core Laboratories LP, issuer of public debt securities guaranteed by Core Laboratories N.V.; and (c) the non-guarantor subsidiaries, (d) consolidating adjustments necessary to consolidate Core Laboratories N.V. and its subsidiaries and (e) Core Laboratories N.V. on a consolidated basis.

 

Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

         

Condensed Consolidating Balance Sheets

         
                      
 

(In thousands)

September 30, 2007

 

(In thousands)

March 31, 2008

  

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

  

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

 

ASSETS

          

ASSETS

         

CURRENT ASSETS:

CURRENT ASSETS:

         

CURRENT ASSETS:

         

Cash and cash equivalents

$         16,160 

 

$       8,627 

 

$      17,381 

 

$                - 

 

$       42,168

Cash and cash equivalents

$          2,137 

 

$       12,195 

 

$      14,195 

 

$                - 

 

$      28,527

Accounts receivable, net

141 

 

25,639 

 

113,102 

 

 

138,882

Accounts receivable, net

187 

 

32,761 

 

113,788 

 

 

146,736

Inventories, net

 

2,692 

 

27,581 

 

 

30,273

Inventories, net

 

3,377 

 

28,236 

 

 

31,613

Prepaid expenses and other current assets

1,903 

 

9,364 

 

23,001 

 

 

34,268

Prepaid expenses and other current assets

589 

 

12,979 

 

24,239 

 

 

37,807

  

18,204 

 

46,322 

 

181,065 

 

 

245,591

  

2,913 

 

61,312 

 

180,458 

 

 

244,683

                      

PROPERTY, PLANT AND EQUIPMENT, net

PROPERTY, PLANT AND EQUIPMENT, net

 

21,496 

 

67,367 

 

 

88,863

PROPERTY, PLANT AND EQUIPMENT, net

 

21,362 

 

71,488 

 

 

92,850

GOODWILL AND INTANGIBLES, net

GOODWILL AND INTANGIBLES, net

46,986 

 

1,947 

 

94,703 

 

 

143,636

GOODWILL AND INTANGIBLES, net

46,986 

 

8,573 

 

90,225 

 

 

145,784

INTERCOMPANY RECEIVABLES

INTERCOMPANY RECEIVABLES

12,358 

 

290,154 

 

266,242 

 

(568,754)

 

-

INTERCOMPANY RECEIVABLES

58,905 

 

277,779 

 

351,410 

 

(688,094)

 

-

INVESTMENT IN AFFILIATES

INVESTMENT IN AFFILIATES

331,511 

 

5,500 

 

818,275 

 

(1,154,618)

 

668

INVESTMENT IN AFFILIATES

299,104 

 

 

1,032,902 

 

(1,331,717)

 

289

DEFERRED TAX ASSET

DEFERRED TAX ASSET

4,971 

 

44,828 

 

 

(9,797)

 

40,002

DEFERRED TAX ASSET

2,982 

 

20,058 

 

 

(2,930)

 

20,110

OTHER ASSETS

OTHER ASSETS

3,774 

 

10,785 

 

1,027 

 

 

15,586

OTHER ASSETS

3,276 

 

10,685 

 

5,231 

 

 

19,192

 

TOTAL ASSETS

$      417,804 

 

$      421,032 

 

$  1,428,679 

 

$   (1,733,169)

 

$     534,346

 

TOTAL ASSETS

$      414,166 

 

$      399,769 

 

$  1,731,714 

 

$   (2,022,741)

 

$     522,908

                      
 

LIABILITIES AND SHAREHOLDERS' EQUITY

         

LIABILITIES AND SHAREHOLDERS' EQUITY

        

CURRENT LIABILITIES:

CURRENT LIABILITIES:

         

CURRENT LIABILITIES:

         

Current maturities of long-term debt and

   capital lease obligations

$                - 

 

$                 - 

 

$              5 

 

$                - 

 

$                5

Current maturities of long-term debt and

   capital lease obligations

$          1,904 

 

$                - 

 

$                2 

 

$                  - 

 

$         1,906

Accounts payable

10,490 

 

5,590 

 

29,518 

 

 

45,598

Accounts payable

1,221 

 

4,525 

 

29,944 

 

 

35,690

Other accrued expenses

3,151 

 

18,854 

 

47,349 

 

 

69,354

Other accrued expenses

3,974 

 

10,213 

 

41,694 

 

 

55,881

  

13,641 

 

24,444 

 

76,872 

 

 

114,957

  

7,099 

 

14,738 

 

71,640 

 

 

93,477

                      

LONG-TERM DEBT AND CAPITAL LEASE

OBLIGATIONS

LONG-TERM DEBT AND CAPITAL LEASE

OBLIGATIONS

 

300,000 

 

 

 

300,001

LONG-TERM DEBT AND CAPITAL LEASE

OBLIGATIONS

 

300,000 

 

 

 

300,000

DEFERRED COMPENSATION

DEFERRED COMPENSATION

5,807 

 

7,642 

 

373 

 

 

13,822

DEFERRED COMPENSATION

5,879 

 

7,744 

 

457 

 

 

14,080

DEFERRED TAX LIABILITY

DEFERRED TAX LIABILITY

9,220 

 

 

577 

 

(9,797)

 

-

DEFERRED TAX LIABILITY

 

324 

 

2,606 

 

(2,930)

 

-

INTERCOMPANY PAYABLES

INTERCOMPANY PAYABLES

309,651 

 

45,718 

 

213,385 

 

(568,754)

 

-

INTERCOMPANY PAYABLES

309,590 

 

10,189 

 

368,315 

 

(688,094)

 

-

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES

11,025 

 

8,443 

 

16,039 

 

 

35,507

OTHER LONG-TERM LIABILITIES

17,017 

 

12,490 

 

9,675 

 

 

39,182

                      

MINORITY INTEREST

MINORITY INTEREST

 

 

1,599 

 

 

1,599

MINORITY INTEREST

 

 

1,588 

 

 

1,588

                      

TOTAL SHAREHOLDERS' EQUITY

TOTAL SHAREHOLDERS' EQUITY

68,460 

 

34,785 

 

1,119,833 

 

(1,154,618)

 

68,460

TOTAL SHAREHOLDERS' EQUITY

74,581 

 

54,284 

 

1,277,433 

 

(1,331,717)

 

74,581

 

TOTAL LIABILITIES AND

   SHAREHOLDERS' EQUITY

$      417,804 

 

$      421,032 

 

$  1,428,679

 

$   (1,733,169)

 

$      534,346

 

TOTAL LIABILITIES AND

   SHAREHOLDERS' EQUITY

$      414,166 

 

$      399,769 

 

$  1,731,714

 

$   (2,022,741)

 

$      522,908

 


 

Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

         

Condensed Consolidating Balance Sheets

         
                      
 

(In thousands)

December 31, 2006

 

(In thousands)

December 31, 2007

  

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

  

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

 

ASSETS

          

ASSETS

         

CURRENT ASSETS:

CURRENT ASSETS:

         

CURRENT ASSETS:

         

Cash and cash equivalents

$          1,572

 

$       35,385 

 

$      17,266 

 

$                 - 

 

$       54,223

Cash and cash equivalents

$          6,712

 

$       7,818 

 

$      11,087 

 

$                - 

 

$      25,617

Accounts receivable, net

125

 

19,717 

 

92,213 

 

 

112,055

Accounts receivable, net

114

 

28,782 

 

108,335 

 

 

137,231

Inventories, net

-

 

1,677 

 

28,522 

 

 

30,199

Inventories, net

 

2,681 

 

26,682 

 

 

29,363

Prepaid expenses and other current assets

495

 

14,441 

 

14,139 

 

 

29,075

Prepaid expenses and other current assets

887

 

9,901 

 

17,700 

 

 

28,488

  

2,192

 

71,220 

 

152,140 

 

 

225,552

  

7,713

 

49,182 

 

163,804 

 

 

220,699

                      

PROPERTY, PLANT AND EQUIPMENT, net

PROPERTY, PLANT AND EQUIPMENT, net

-

 

21,654 

 

66,080 

 

 

87,734

PROPERTY, PLANT AND EQUIPMENT, net

 

21,288 

 

71,750 

 

 

93,038

GOODWILL AND INTANGIBLES, net

GOODWILL AND INTANGIBLES, net

46,986

 

2,009 

 

90,225 

 

 

139,220

GOODWILL AND INTANGIBLES, net

46,986

 

8,652 

 

90,202 

 

 

145,840

INTERCOMPANY RECEIVABLES

INTERCOMPANY RECEIVABLES

38,390

 

198,654 

 

351,316 

 

(588,360)

 

-

INTERCOMPANY RECEIVABLES

25,828

 

334,793 

 

327,791 

 

(688,412)

 

-

INVESTMENT IN AFFILIATES

INVESTMENT IN AFFILIATES

150,090

 

 

788,555 

 

(937,755)

 

890

INVESTMENT IN AFFILIATES

267,943

 

 

914,018 

 

(1,181,727)

 

234

DEFERRED TAX ASSET

DEFERRED TAX ASSET

5,815

 

26,286 

 

13,707 

 

(12,776)

 

33,032

DEFERRED TAX ASSET

2,507

 

25,925 

 

1,726 

 

(4,134)

 

26,024

OTHER ASSETS

OTHER ASSETS

3,410

 

10,460 

 

917 

 

 

14,787

OTHER ASSETS

3,634

 

11,456 

 

3,865 

 

 

18,955

 

TOTAL ASSETS

$      246,883

 

$      330,283 

 

$  1,462,940 

 

$   (1,538,891)

 

$      501,215

 

TOTAL ASSETS

$      354,611

 

$      451,296 

 

$  1,573,156 

 

$   (1,874,273)

 

$    504,790

                      
 

LIABILITIES AND SHAREHOLDERS' EQUITY

         

LIABILITIES AND SHAREHOLDERS' EQUITY

        

CURRENT LIABILITIES:

CURRENT LIABILITIES:

         

CURRENT LIABILITIES:

         

Current maturities of long-term debt and

   capital lease obligations

$          2,654

 

$             100 

 

$                8 

 

$                - 

 

$         2,762

Current maturities of long-term debt and

   capital lease obligations

$          3,024

 

$                 - 

 

$                3 

 

$                - 

 

$         3,027

Accounts payable

698

 

7,078 

 

29,684 

 

 

37,460

Accounts payable

2,417

 

4,581 

 

32,863 

 

 

39,861

Other accrued expenses

2,785

 

18,915 

 

26,998 

 

 

48,698

Other accrued expenses

1,325

 

21,057 

 

32,770 

 

 

55,152

  

6,137

 

26,093 

 

56,690 

 

 

88,920

  

6,766

 

25,638 

 

65,636 

 

 

98,040

                      

LONG-TERM DEBT AND CAPITAL LEASE

OBLIGATIONS

LONG-TERM DEBT AND CAPITAL LEASE

OBLIGATIONS

-

 

300,000 

 

 

 

300,002

LONG-TERM DEBT AND CAPITAL LEASE

OBLIGATIONS

 

300,000 

 

 

 

300,000

DEFERRED COMPENSATION

DEFERRED COMPENSATION

5,230

 

4,920 

 

263 

 

 

10,413

DEFERRED COMPENSATION

5,688

 

7,980 

 

412 

 

 

14,080

DEFERRED TAX LIABILITY

DEFERRED TAX LIABILITY

12,776

 

 

 

(12,776)

 

-

DEFERRED TAX LIABILITY

4,134

 

 

 

(4,134)

 

-

INTERCOMPANY PAYABLES

INTERCOMPANY PAYABLES

140,376

 

2,553 

 

445,431 

 

(588,360)

 

-

INTERCOMPANY PAYABLES

264,976

 

66,550 

 

356,886 

 

(688,412)

 

-

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES

10,528

 

7,645 

 

10,425 

 

 

28,598

OTHER LONG-TERM LIABILITIES

10,904

 

8,716 

 

9,421 

 

 

29,041

                      

MINORITY INTEREST

MINORITY INTEREST

-

 

 

1,446 

 

 

1,446

MINORITY INTEREST

 

 

1,486 

 

 

1,486

                      

TOTAL SHAREHOLDERS' EQUITY

TOTAL SHAREHOLDERS' EQUITY

71,836

 

(10,928)

 

948,683 

 

(937,755)

 

71,836

TOTAL SHAREHOLDERS' EQUITY

62,143

 

42,412 

 

1,139,315 

 

(1,181,727)

 

62,143

 

TOTAL LIABILITIES AND

   SHAREHOLDERS' EQUITY

$      246,883

 

$      330,283 

 

$  1,462,940 

 

$   (1,538,891)

 

$      501,215

 

TOTAL LIABILITIES AND

   SHAREHOLDERS' EQUITY

$      354,611

 

$      451,296 

 

$  1,573,156 

 

$   (1,874,273)

 

$      504,790

 


Condensed Consolidating Statements of Operations

        
            
  

(In thousands)

Three Months Ended September 30, 2007

   

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

REVENUES

         
 

Operating revenues

$                   - 

 

$      34,806 

 

$     135,259 

 

$                  - 

 

$     170,065 

 

Intercompany revenues

302 

 

4,366 

 

29,884 

 

(34,552)

 

 

Earnings from consolidated affiliates

35,324 

 

 

73,253 

 

(108,577)

 

  

Total revenues

35,626 

 

39,172 

 

238,396 

 

(143,129)

 

170,065 

            

OPERATING EXPENSES

         
 

Operating costs

257 

 

20,717 

 

91,573 

 

 

112,547 

 

General and administrative expenses

1,758 

 

5,247 

 

34 

 

 

7,039 

 

Depreciation and amortization

 

1,300 

 

3,735 

 

 

5,035 

 

Other expense (income), net

(950)

 

2,191 

 

22,223 

 

(23,978)

 

(514)

           

Operating income

34,561 

 

9,717 

 

120,831 

 

(119,151)

 

45,958 

Interest expense

 

577 

 

32 

 

 

614 

          

Income before income tax expense

34,556 

 

9,140 

 

120,799 

 

(119,151)

 

45,344 

Income tax expense (benefit)

3,042 

 

3,554 

 

7,234 

 

-  

 

13,830 

          

NET INCOME

$         31,514 

 

$        5,586 

 

$     113,565

 

$      (119,151)

 

$       31,514 

 

 

 

Condensed Consolidating Statements of Operations

        
            
  

(In thousands)

Nine Months Ended September 30, 2007

   

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

REVENUES

         
 

Operating revenues

$                   - 

 

$      99,662 

 

$      394,519 

 

$                  - 

 

$     494,181 

 

Intercompany revenues

908 

 

13,174 

 

91,455 

 

(105,537)

 

 

Earnings from consolidated affiliates

94,917 

 

 

150,550 

 

(245,467)

 

  

Total revenues

95,825 

 

112,836 

 

636,524 

 

(351,004)

 

494,181 

            

OPERATING EXPENSES

         
 

Operating costs

809 

 

59,503 

 

272,833 

 

 

333,145 

 

General and administrative expenses

6,033 

 

18,731 

 

34 

 

 

24,798 

 

Depreciation and amortization

 

3,927 

 

10,583 

 

 

14,510 

 

Other expense (income), net

(2,244)

 

6,389 

 

64,439 

 

(71,434)

 

(2,850)

           

Operating income

91,227 

 

24,286 

 

288,635 

 

(279,570)

 

124,578 

Interest expense

63 

 

1,782 

 

36 

 

 

1,881 

          

Income before income tax expense

91,164 

 

22,504 

 

288,599 

 

(279,570)

 

122,697 

Income tax expense (benefit)

5,585 

 

8,704 

 

22,829 

 

-  

 

37,118 

          

NET INCOME

$         85,579 

 

$        13,800 

 

$     265,770 

 

$      (279,570)

 

$       85,579 


Condensed Consolidating Statements of Cash Flows

        
            
  

(In thousands)

Nine Months Ended September 30, 2007

   

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

          

Net cash provided by (used in) operating activities

$ 106,407 

 

$ (16,573)

 

$ (2,019)

 

$                - 

 

$        87,815 

         

 

  

CASH FLOWS FROM INVESTING ACTIVITIES:

        
 

Capital expenditures

 

(3,685)

 

(11,600)

 

 

(15,285)

 

Patents and other intangibles

 

(57)

 

(195)

 

 

(252)

 

Acquisitions, net of cash acquired

 

(5,012)

 

-  

 

 

(5,012)

 

Deposit on sale of asset

 

 

13,475 

 

 

13,475 

 

Proceeds from sale of assets

 

30 

 

458 

 

 

488 

 

Premiums on life insurance

 

(1,199)

 

 

 

(1,199)

Net cash used in investing activities

 

(9,923)

 

2,138 

 

 

(7,785)

          

CASH FLOWS FROM FINANCING ACTIVITIES:

        
 

Repayment of debt

(2,654)

 

(100)

 

 

 

(2,754)

 

Capital lease obligations

 

 

(4)

 

 

(4)

 

Stock options exercised

18,184 

 

 

 

 

18,184 

 

Tax benefits from stock-based compensation

20,328 

 

 

 

 

20,328 

 

Debt issuance costs

 

(162)

 

 

 

(162)

 

Repurchase of common shares

(127,677)

 

 

 

 

(127,677)

Net cash used in financing activities

(91,819)

 

(262)

 

(4)

 

 

(92,085)

          

NET CHANGE IN CASH AND CASH

   EQUIVALENTS

14,588

 

(26,758)

 

115 

 

 

(12,055)

CASH AND CASH EQUIVALENTS,

   beginning of period

1,572 

 

35,385 

 

17,266 

 

 

54,223 

CASH AND CASH EQUIVALENTS,

   end of period

$   16,160 

 

$    8,627 

 

$ 17,381 

 

$                - 

 

$       42,168 

Condensed Consolidating Statements of Operations

        
            
  

(In thousands)

Quarter Ended March 31, 2008

   

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

REVENUES

         
 

Operating revenues

$                   - 

 

$      39,665 

 

$ 139,772 

 

$                - 

 

$    179,437 

 

Intercompany revenues

267 

 

3,852 

 

32,669 

 

(36,788)

 

 

Earnings from consolidated affiliates

38,137 

 

 

95,282 

 

(133,419)

 

  

Total revenues

38,404 

 

43,517 

 

267,723 

 

(170,207)

 

179,437 

            

OPERATING EXPENSES

         
 

Operating costs

297 

 

21,161 

 

98,015 

 

 

119,473 

 

General and administrative expenses

3,520 

 

4,766 

 

 

 

8,289 

 

Depreciation and amortization

 

1,372 

 

3,867 

 

 

5,239 

 

Other expense (income), net

4,537 

 

823 

 

21,936 

 

(25,128)

 

2,168 

           

Operating income

30,050 

 

15,395 

 

143,902 

 

(145,079)

 

44,268 

Interest expense

36 

 

608 

 

 

 

644 

          

Income before income tax expense

30,014 

 

14,787 

 

143,902 

 

(145,079)

 

43,624 

Income tax expense (benefit)

681 

 

2,915 

 

10,695 

 

 

14,291 

          

NET INCOME

$         29,333 

 

$        11,872 

 

$     133,207 

 

$      (145,079)

 

$       29,333 

 

Condensed Consolidating Statements of Operations

        
            
  

(In thousands)

Three Months Ended September 30, 2006

   

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

REVENUES

         
 

Operating revenues

$         - 

 

$ 28,301 

 

$ 117,225 

 

$                   - 

 

$   145,526 

 

Intercompany revenues

 

3,985 

 

27,983 

 

(31,968)

 

 

Earnings from consolidated affiliates

24,266 

 

 

(3)

 

(24,263)

 

  

Total revenues

24,266 

 

32,286 

 

145,205 

 

(56,231)

 

145,526 

            

OPERATING EXPENSES

         
 

Operating costs

348 

 

17,561 

 

92,600 

 

(9,987)

 

100,522 

 

General and administrative expenses

1,042 

 

5,244 

 

11 

 

(47)

 

6,250 

 

Depreciation and amortization

 

1,346 

 

3,166 

 

 

4,517 

 

Other expense (income), net

(1,158)

 

1,593 

 

21,650 

 

(21,638)

 

447 

           

Operating income

24,029 

 

6,542 

 

27,778 

 

(24,559)

 

33,790 

Interest expense

220 

 

1,701 

 

 

 

1,930 

          

Income before income tax expense

23,809 

 

4,841 

 

27,769 

 

(24,559)

 

31,860 

Income tax expense (benefit)

1,425 

 

1,875 

 

6,176 

 

 

9,476 

NET INCOME

$ 22,384 

 

$   2,966 

 

$  21,593 

 

$         (24,559)

 

$     22,384 

Condensed Consolidating Statements of Cash Flows

        
            
  

(In thousands)

Quarter Ended March 31, 2008

   

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

          

Net cash provided by operating activities

$      14,287 

 

$      6,238 

 

$     4,915 

 

$                  - 

 

$     25,440 

         

  

CASH FLOWS FROM INVESTING ACTIVITIES:

        
 

Capital expenditures

 

(3,636)

 

(1,982)

 

 

(5,618)

 

Patents and other intangibles

 

(22)

 

(64)

 

 

(86)

 

Proceeds from sale of assets

 

2,227 

 

240 

 

 

2,467 

 

Premiums on life insurance

 

(430)

 

 

 

(430)

Net cash used in investing activities

 

(1,861)

 

(1,806)

 

 

(3,667)

          

CASH FLOWS FROM FINANCING ACTIVITIES:

        
 

Repayment of debt

(1,120)

 

(5,000)

 

 

 

(6,120)

 

Proceeds from debt borrowings

 

5,000 

 

 

 

5,000 

 

Capital lease obligations

 

 

(1)

 

 

(1)

 

Stock options exercised

633 

 

 

 

 

633 

 

Repurchase of common shares

(28,815)

 

 

 

 

(28,815)

 

Excess tax benefit from stock-based payments

10,440 

 

 

 

 

10,440 

Net cash used in financing activities

(18,862)

 

 

(1)

 

 

(18,863)

          

NET CHANGE IN CASH AND CASH

   EQUIVALENTS

(4,575)

 

4,377 

 

3,108 

 

 

2,910 

CASH AND CASH EQUIVALENTS,

   beginning of period

6,712 

 

7,818 

 

11,087 

 

 

25,617 

CASH AND CASH EQUIVALENTS,

   end of period

$      2,137 

 

$     12,195 

 

$     14,195 

 

$                - 

 

$       28,527 


 

Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations

        

Condensed Consolidating Statements of Operations

        
                      
 

(In thousands)

Nine Months Ended September 30, 2006

 

(In thousands)

Quarter Ended March 31, 2007

  

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

  

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

REVENUES

REVENUES

         

REVENUES

         

Operating revenues

$          - 

 

$ 80,932 

 

$ 341,946 

 

$                 - 

 

$    422,878 

Operating revenues

$                  - 

 

$       29,987 

 

$   125,736 

 

$                - 

 

$    155,723 

Intercompany revenues

 

10,506 

 

80,925 

 

(91,431)

 

Intercompany revenues

260 

 

4,510 

 

18,380 

 

(23,150)

 

Earnings from consolidated affiliates

65,845 

 

 

12,849 

 

(78,694)

 

Earnings from consolidated affiliates

30,276 

 

 

 

(30,276)

 

 

Total revenues

65,845 

 

91,438 

 

435,720 

 

(170,125)

 

422,878 

 

Total revenues

30,536 

 

34,497 

 

144,116 

 

(53,426)

 

155,723 

                      

OPERATING EXPENSES

OPERATING EXPENSES

         

OPERATING EXPENSES

         

Operating costs

503 

 

50,816 

 

278,689 

 

(29,143)

 

300,865 

Operating costs

314 

 

18,771 

 

88,164 

 

 

107,249 

General and administrative expenses

6,145 

 

19,345 

 

15 

 

(47)

 

25,458 

General and administrative expenses

1,607 

 

6,432 

 

 

 

8,039 

Depreciation and amortization

21 

 

3,979 

 

8,729 

 

 

12,729 

Depreciation and amortization

 

1,301 

 

3,277 

 

 

4,578 

Other expense (income), net

(1,342)

 

3,683 

 

56,635 

 

(61,945)

 

(2,969)

Other expense (income), net

45 

 

1,852 

 

20,380 

 

(23,140)

 

(863)

                    

Operating income

Operating income

60,518 

 

13,615 

 

91,652 

 

(78,990)

 

86,795 

Operating income

28,570 

 

6,141 

 

32,295 

 

(30,286)

 

36,720 

Interest expense

Interest expense

612 

 

4,145 

 

28 

 

 

4,785 

Interest expense

37 

 

594 

 

11 

 

(10)

 

632 

                   

Income before income tax expense

Income before income tax expense

59,906 

 

9,470 

 

91,624 

 

(78,990)

 

82,010 

Income before income tax expense

28,533 

 

5,547 

 

32,284 

 

(30,276)

 

36,088 

Income tax expense (benefit)

Income tax expense (benefit)

2,417 

 

(946)

 

23,050 

 

 

24,521 

Income tax expense (benefit)

3,271 

 

3,325 

 

4,230 

 

 

10,826 

NET INCOME

NET INCOME

$  57,489 

 

$ 10,416 

 

$ 68,574 

 

$         (78,990)

 

$     57,489 

NET INCOME

$         25,262 

 

$        2,222 

 

$     28,054 

 

$      (30,276)

 

$       25,262 

 

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

        

Condensed Consolidating Statements of Cash Flows

        
                      
 

(In thousands)

Nine Months Ended September 30, 2006

 

(In thousands)

Quarter Ended March 31, 2007

  

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

  

Core Laboratories N.V. (Parent/ Guarantor)

 

Core Laboratories LP (Issuer)

 

Other Subsidiaries (Non- Guarantors)

 

Consolidating Adjustments

 

Consolidated Total

                   

Net cash provided by (used in) operating activities

$        83,824 

 

$      (14,895)

 

$       11,149 

 

$                - 

 

$     80,078 

Net cash provided by operating activities

Net cash provided by operating activities

$   39,215 

 

$   (18,249)

 

$     (1,808)

 

$                - 

 

$      19,158 

        

 

          

  

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM INVESTING ACTIVITIES:

        

CASH FLOWS FROM INVESTING ACTIVITIES:

        

Capital expenditures

 

(3,092)

 

(13,255)

 

 

(16,347)

Capital expenditures

 

(912)

 

(2,515)

 

 

(3,427)

Patents and other intangibles

 

(36)

 

(67)

 

 

(103)

Patents and other intangibles

  

(9)

 

(36)

 

 

(45)

Proceeds from sale of assets

 

320 

 

1,902 

 

 

2,222 

Proceeds from sale of assets

 

 

74 

 

 

76 

Premiums on life insurance

 

(753)

 

 

 

(753)

Premiums on life insurance

 

(764)

 

 

 

(764)

Net cash used in investing activities

Net cash used in investing activities

 

(3,561)

 

(11,420)

 

 

(14,981)

Net cash used in investing activities

 

(1,683)

 

(2,477)

 

 

(4,160)

                   

CASH FLOWS FROM FINANCING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

        

CASH FLOWS FROM FINANCING ACTIVITIES:

        

Repayment of debt

(7,339)

 

(16,100)

 

 

 

(23,439)

Repayment of debt

(982)

 

 

 

 

(982)

Proceeds from debt borrowings

8,000 

 

34,000 

 

 

 

42,000 

Capital lease obligations

 

 

(1)

 

 

(1)

Capital lease obligations

 

 

(24)

 

 

(24)

Stock options exercised

16,918 

 

 

 

 

16,918 

Stock options exercised

13,859 

 

 

 

 

13,859 

Repurchase of common shares

(58,624)

 

 

 

 

(58,624)

Repurchase of common shares

(104,451)

 

 

 

 

(104,451)

Debt issuance costs

 

(152)

 

 

 

(152)

Excess tax benefits from stock-based payments

5,671 

 

 

 

 

5,671 

Excess tax benefits from stock-based payments

2,609 

 

 

 

 

2,609 

Net cash used in financing activities

Net cash used in financing activities

(84,260)

 

17,900 

 

(24)

 

 

(66,384)

Net cash used in financing activities

(40,079)

 

(152)

 

(1)

 

 

(40,232)

                   

NET CHANGE IN CASH AND CASH

EQUIVALENTS

NET CHANGE IN CASH AND CASH

EQUIVALENTS

(436)

 

(556)

 

(295)

 

 

(1,287)

NET CHANGE IN CASH AND CASH

EQUIVALENTS

(864)

 

(20,084)

 

(4,286)

 

 

(25,234)

CASH AND CASH EQUIVALENTS,

beginning of period

CASH AND CASH EQUIVALENTS,

beginning of period

1,352 

 

(243)

 

12,634 

 

 

13,743 

CASH AND CASH EQUIVALENTS,

beginning of period

1,572 

 

35,385 

 

17,266 

 

 

54,223 

CASH AND CASH EQUIVALENTS,

end of period

CASH AND CASH EQUIVALENTS,

end of period

$             916 

 

$           (799)

 

$        12,339 

 

$                - 

 

$      12,456 

CASH AND CASH EQUIVALENTS,

end of period

$       708 

 

$      15,301 

 

$    12,980 

 

$                - 

 

$       28,989 


13.

12. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006,December 2007, the FASB issued Statement of Financial Accounting Standards BoardNo. 141 (revised 2007),Business Combinations ("FASB"SFAS 141R") which replaces SFAS No.141, Business Combination. SFAS 141R retains the fundamental requirements of SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. In addition, SFAS 141R's scope is broader in that it applies to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141R is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008 and early adoption is not allowed. We are currently evaluating the effects that SFAS 141R may have on any future business combinations.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160,Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 ("SFAS No. 157, Fair Value Measurements ("FAS 157"160"). FAS No. 157 definesSFAS 160 requires companies with noncontrolling interests to disclose such interests clearly as a portion of equity separate from the parent's equity and the amount of consolidated net income attributable to these noncontrolling interests must also be clearly presented on the Consolidated Statement of Operations. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value establishesand recorded as a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FAS No. 157 does not require any new fair value measurements, rather, its application will be made pursuant to other accounting pronouncements that requiregain or permit fair value measurements. FAS No. 157loss. SFAS 160 is effective for fiscal years beginning after NovemberDecember 15, 2007, and interim periods within those years. The provisions of FAS No. 1572008. We are to be applied prospectively upon adoption, except for limited specified exceptions. We do not expectcurrently evaluating the adoption of FAS No. 157 toeffects that SFAS 160 may have a material impact on our financial position and results of operations or cash flows.operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115 ("FAS 159"). FAS 159 permits companies to measure eligible financial instruments and certain other items at fair value that are currently not required to be measured at fair value. FAS 159 will become effective for financial statements issued for fiscal years beginning after November 15, 2007, with early adoption permitted. We are currently evaluating FAS 159 and any potential impact on our financial statements, however we do not expect this pronouncement to have a material impact on our financial position or results of operations or cash flows.

14. SUBSEQUENT EVENTS

On October 2, 2007, we completed the sale of an office building in Moscow for $13.5 million which resulted in a pre-tax gain of approximately $10.2 million that will be included in our fourth quarter results.

Return to Index

 


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion summarizes the financial position of Core Laboratories N.V. and its subsidiaries as of September 30, 2007March 31, 2008 and should be read in conjunction with (i) the unaudited consolidated interim financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) the consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.2007.

General

Core Laboratories N.V. is a Netherlands limited liability company. It was established in 1936 and is one of the world's leading providers of proprietary and patented reservoir description, production enhancement and reservoir management products and services to the oil and gas industry. These products and services can enable our clients to improve reservoir performance and increase oil and gas recovery from their producing fields. Core Laboratories N.V. has over 70 offices in more than 50 countries and employs approximately 4,8004,900 people worldwide.

References to "Core Lab", "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 affiliates.

Our business units have been aggregated into three complementary segments, which provide products and services for improving reservoir performance and increasing oil and gas recovery from new and existing fields.

*

Reservoir Description: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples. We provide analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry.

  

*

Production Enhancement: Includes products and services relating to reservoir well completions, perforations, stimulations and production. We provide integrated services to evaluate the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.

  

*

Reservoir Management: Combines and integrates information from reservoir description and production enhancement services to increase production and improve recovery of oil and gas from our clients' reservoirs.

Cautionary Statement Regarding Forward Looking Statements

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Certain of the statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations section, including those under the headings "Outlook" and "Liquidity and Capital Resources", and in other parts of this 10-Q, are forward looking. In addition, from time to time, we may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. Forward-looking statements can be identified by the use of forward-looking terminology such as "may", "will", "believe", "expect", "anticipate", "estimate", "continue", or other similar words, including statements as to the intent, belief, or current expectations of our directors, officers, and management wi th respect to our future operations, performance, or positions or which contain other forward-looking information. These forward-looking statements are predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. Our actual results may differ significantly from the results discussed in the forward-looking statements. While we believe that these statements are and will be accurate, a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in our statements. Such factors include, but are not limited to, the risks and uncertainties summarized below:

-

general and economic business conditions;

  

-

prices of oil and natural gas and industry expectations about future prices;

  

-

foreign exchange controls and currency fluctuations;

  

-

political stability in the countries in which we operate;

  

-

the business opportunities (or lack thereof) that may be presented to and pursued by us;

  

-

changes in laws or regulations; and

  

-

the validity of the assumptions used in the design of our disclosure controls and procedures.


Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a more detailed discussion of some of the foregoing risks and uncertainties, see "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006,2007, as well as the other reports and registration statements filed by us with the SEC.

��

Recent DevelopmentsOutlook

On January 1, 2007, we adopted FASB Interpretation No. 48, Accounting for UncertaintyWe continue our efforts to expand our market presence by opening facilities in Income Taxes-An Interpretation of FASB Statement No. 109, Accounting for Income Taxes ("FIN 48"), which was issuedstrategic areas and realizing synergies within our business lines. We believe our market presence provides us a unique opportunity to create a single modelservice customers who have global operations in addition to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective for fiscal years beginning after December 15, 2006. The cumulative effect of $3.3 million from adopting FIN 48 was recorded in retained earnings and other long-term liabilities.

Outlooknational oil companies.

We have established internal earnings targets that are based on current market conditions. Based on discussions with our clients and our view of the industry, surveys, we anticipate that in 2008 spending by our international clients will increase approximately 20% while we expect North American activity levels of our clients during 2007spending to be somewhat lower than theirrelatively flat. Attaining our internal targets is dependent on, among other things, oilfield activity levels in 2006. We also believe that the activity levels outside of North America for 2007 will continue to remain higher than activity levels for 2006.sustained at current levels.

Results of Operations

Unaudited results of operations as a percentage of applicable revenue were as follows (in thousands):

 

Three Months Ended September 30,

 

% Change

 

2007

 

2006

 

2007/2006

REVENUES:

   

Service

$131,060 

 

77% 

 

$109,950 

 

76% 

 

19% 

Product sale

39,005 

 

23% 

 

35,576 

 

24% 

 

10% 

  Total revenue

170,065 

 

100% 

 

145,526 

 

100% 

 

17% 

OPERATING EXPENSES:

         

Cost of services (1)

84,863 

 

65% 

 

74,240 

 

68% 

 

14% 

Cost of sales (1)

27,684 

 

71% 

 

26,282 

 

74% 

 

5% 

  Total cost of services and sales

112,547 

 

66% 

 

100,523 

 

69% 

 

12% 

General and administrative expenses

7,039 

 

4% 

 

6,250 

 

4% 

 

13% 

Depreciation and amortization

5,035 

 

3% 

 

4,517 

 

3% 

 

11% 

Other (income), net

(514)

 

-  

 

447 

 

 

(215%)

Operating income

45,958 

 

27% 

 

33,790 

 

23% 

 

36% 

Interest expense

614 

 

-  

 

1,930 

 

2% 

 

(68%)

Income before income tax expense

45,344 

 

27% 

 

31,860 

 

22% 

 

42% 

Income tax expense

13,830 

 

8% 

 

9,476 

 

7% 

 

46% 

  NET INCOME

$  31,514 

 

19% 

 

$  22,384 

 

15% 

 

41% 

          

(1) Percentage based on applicable revenue rather than total revenue

    


Nine Months Ended September 30,

 

% Change

Three Months Ended March 31,

 

% Change

2007

 

2006

 

2007/2006

2008

 

2007

 

2008/2007

REVENUES:

(dollars, in thousands)

     

Service

$ 374,212 

 

76% 

 

$ 315,423 

 

75% 

 

19% 

$138,409 

 

77% 

 

$116,965 

 

75% 

 

18% 

Product sale

119,969 

 

24% 

 

107,455 

 

25% 

 

12% 

41,028 

 

23% 

 

38,758 

 

25% 

 

6% 

Total revenue

494,181 

 

100% 

 

422,878 

 

100% 

 

17% 

179,437 

 

100% 

 

155,723 

 

100% 

 

15% 

OPERATING EXPENSES:

                  

Cost of services (1)

249,140 

 

67% 

 

221,768 

 

70% 

 

12% 

Cost of sales (1)

84,005 

 

70% 

 

79,097 

 

74% 

 

6% 

Cost of services*

91,159 

 

66% 

 

79,854 

 

68% 

 

14% 

Cost of sales*

28,314 

 

69% 

 

27,395 

 

71% 

 

3% 

Total cost of services and sales

333,145 

 

67% 

 

300,865 

 

71% 

 

11% 

119,473 

 

67% 

 

107,249 

 

69% 

 

11% 

General and administrative expenses

24,798 

 

5% 

 

25,458 

 

6% 

 

(3%) 

8,289 

 

5% 

 

8,039 

 

5% 

 

3% 

Depreciation and amortization

14,510 

 

3% 

 

12,729 

 

3% 

 

14% 

5,239 

 

3% 

 

4,578 

 

3% 

 

14% 

Other (income), net

(2,850)

 

(1%)

 

(2,969)

 

(1%)

 

(4%)

Other expense (income), net

2,168 

 

1% 

 

(863)

 

(1%)

 

(351%)

Operating income

124,578 

 

25% 

 

86,795 

 

21% 

 

44% 

44,268 

 

25% 

 

36,720 

 

24% 

 

21% 

Interest expense

1,881 

 

-  

 

4,785 

 

1% 

 

(61%)

644 

 

-  

 

632 

 

-  

 

2% 

Income before income tax expense

122,697 

 

25% 

 

82,010 

 

19% 

 

50% 

43,624 

 

24% 

 

36,088 

 

23% 

 

21% 

Income tax expense

37,118 

 

8% 

 

24,521 

 

6% 

 

51% 

14,291 

 

8% 

 

10,826 

 

7% 

 

32% 

NET INCOME

$   85,579 

 

17% 

 

$   57,489 

 

14% 

 

49% 

$  29,333 

 

16% 

 

$  25,262 

 

16% 

 

16% 

                  

(1) Percentage based on applicable revenue rather than total revenue

    

*Percentage based on applicable revenue rather than total revenue

*Percentage based on applicable revenue rather than total revenue

    

Operating Results for the Three and Nine Months Ended September 30, 2007March 31, 2008 Compared to the Three and Nine Months Ended September 30, 2006March 31, 2007 (unaudited)

Service Revenues

Service revenues increased to $131.1$138.4 million for the thirdfirst quarter of 2007,2008, up 19%18% when compared to $110.0$117.0 million for the thirdfirst quarter of 2006. For the nine months ended September 30, 2007, service revenues increased 19% to $374.2 million compared to $315.4 million for the respective period in 2006.2007. This increase in revenue was primarily duelargely attributable to the continued strength in the price of oil which is driving increased demand for oilfield activities globally. This increased activity in turn continued to create increased demand for the services we provide such as our patented and proprietary reservoir fluids analysis relating to our pressure, volume, and temperature ("PVT") phase-behavior studies, crude-oil distillations and petroleum product inspection and testing services. In addition, we have experienced an increase in market penetration and marketworldwide oilfield activities, acceptance of recently introduced services. This has benefitedservices by our businesscustomers and continued demand for our reservoir optimizing technologies in several North American projects related to oil sands, tight-gas sands, and shale reservoirs. The revenue growth was also driven, in part, by the Middle East, especially Qatar and Saudi Arabia, where these services will b e used to increase daily natural gas and crude oil production while maximizing the ultimate hydrocarbon recoveries from the Qatari and Saudi Arabian fields.continued expansion of our worldwide deepwater analysis projects.

Product Sale Revenues

Revenues associated with product sales increased to $39.0$41.0 million for the thirdfirst quarter of 2006,2008, up 10%6% from $35.6$38.8 million for the thirdfirst quarter of 2006. For2007. This increase was primarily the nine months ended September 30,result of continued market acceptance and penetration of new reservoir optimizing technologies introduced in 2007 product sale revenues increased 12% to $120.0 million compared to $107.5 million forcoupled with the same periodcontinued increase in 2006. Increased drilling activity on a global basis, but more specifically greater market penetrationfor natural gas in the North American markets which resulted in higher demand for our well completion products, contributed to our improved results. During the first quarter we introduced new reservoir optimizing technologies which began to generate additional revenues that have produced higher operating margins which have also increased incremental margins across many regions, including the U.S., Middle East and Asia Pacific.products.

Cost of Services

Cost of services expressed as a percentage of service revenue was 65%improved to 66% for the quarter ended September 30, 2007,March 31, 2008, down from 68% for the corresponding quarter in 2006. For the nine-month period ending September 30, 2007, cost of services expressed as a percentage of service revenue was 67% as compared to 70% for the same period for 2006.2007. The decline in the cost of services relative to service revenue was primarily as a result of higher incremental margins earned on higherincreased revenues over our relatively fixed cost structure. Incremental margins are calculated as the change in operating income divided by the change in revenues.


Cost of Sales

Cost of sales as a percentage of product sale revenues was 71%69% for the quarter ended September 30, 2007,March 31, 2008, which was an improvement from the 74%71% for the same period in 2006. For the nine month period ended September 30, 2007, cost of product sales expressed as a percentage of sales revenue was 70% which was an improvement from the 74% for the same period in 2006.2007. The decrease in cost of sales as a percentage of product sale revenues for 20072008 was primarily due to the growing demand for our new technologies which are our higher margin products, and continuingfrom an overall increase in sales, continued efforts to improveenhance our manufacturing efficiencies.efficiencies and improved inventory management.

General and Administrative Expenses

General and administrative expenses were $7.0relatively flat at $8.3 million for the thirdfirst quarter of 20072008 compared to $6.3$8.0 million for the thirdfirst quarter of 2006. This increase was primarily due to an increase in salaries and related incentives tied to our improved performance. For the nine-month periods ended September 30, 2007 and 2006, general and administrative expenses decreased to $24.8 million from $25.5 million, primarily due to lower compensation expense recorded for certain members of management in 2007 compared to 2006.2007.

Depreciation and Amortization Expense

Depreciation and amortization expense of $5.0$5.2 million for the thirdfirst quarter of 20072008 increased $0.5$0.6 million, from $4.5$4.6 million for the thirdfirst quarter of 2006. For the nine-month period ended September 30, 2007,2007. This increase in depreciation and amortization expense was $14.5 million, an increase of $1.8 million from the corresponding period ended September 30, 2006primarily due to an increase in capital expenditures year-to-date in 2007 comparedas we continue to 2006.grow the company.

Other Expense (Income), Net

Other expense (income), net consisted of the following at September 30,March 31, 2008 and 2007 and 2006 (in thousands):

Three Months Ended September 30,

 

Nine Months Ended September 30,

Three Months Ended

March 31,

 

2007

 

2006

 

2007

 

2006

2008

 

2007

 

(Unaudited)

 

(Unaudited)

(Unaudited)

 

Minority interest

$     122 

 

$     77 

 

$     153 

 

$     151 

$     103 

 

$    (76)

 

Gain on sale of assets

(30)

 

(76)

 

(249)

 

(782)

(1,284)

 

(48)

 

Foreign exchange loss (gain)

(352)

430 

(827)

(1,032)

Foreign exchange (gain) loss

(746)

18 

Interest income

(136)

 

(54)

 

(1,047)

 

(161)

(108)

 

(411)

 

Gain on insurance recovery

 

 

 

(492)

Non-income tax accrual

5,030 

 

 

Other

(118)

 

70 

 

(880)

 

(653)

(827)

 

(346)

 

Total other expense (income), net

$   (514)

 

$   447 

 

$(2,850)

 

$(2,969)

$  2,168 

 

$  (863)

 

In 2005,2008, we revised our estimate of a building at our manufacturing plant in Godley, Texas,contingent liability associated with non-income related taxes, and as a result a charge to income of $5.0 million was damaged by fire, resulting in the loss of the building, some inventory, as well as other business equipment and supplies. We filed a claim for business interruption costs and the final settlement was reached in the first quarter of 2006, which resulted inrecorded. Additionally, we recorded a gain of $0.5 million.$1.1 million in connection with the sale of a small office building.

Foreign exchange (gains) losses (gains) by currency are summarized in the following table (in thousands):

Three Months Ended September 30,

 

Nine Months Ended September 30,

Three Months Ended

March 31,

 

2007

 

2006

 

2007

 

2006

2008

 

2007

 

(Unaudited)

 

(Unaudited)

(Unaudited)

 

Canadian Dollar

$  (199)

 

$      44 

 

$ (443)

 

$    (336)

$ 215 

 

$ 106 

 

Euro

(198)

 

(16)

 

(282)

 

(270)

(586)

 

(38)

 

Russian Ruble

(152)

 

172 

 

(223)

 

(290)

(157)

 

(40)

 

Other currencies

197 

 

230 

 

121 

 

(136)

(218)

 

(10)

 

Total loss (gain)

$   (352)

 

$    430 

 

$  (827)

 

$ (1,032)

Total (gain) loss

$   (746)

 

$   18 

 

Income Tax Expense

The effective tax raterates for the thirdfirst quarter of 2008 and 2007 were 32.8% and 2006 was 30.5% and 29.7%30.0%, respectively.


Segment Analysis

Our operations are managed primarily in three complementary segments - Reservoir Description, Production Enhancement and Reservoir Management. The following table summarizes our results by operating segment for the threequarters ended March 31, 2008 and nine-month periods ended September 30, 2007 and 2006 (in thousands):

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

Three Months Ended
March 31,

2007

 

2006

 

2007

 

2006

2008

 

2007

Revenues:

(Unaudited)

 

(Unaudited)

(Unaudited)

Reservoir Description

$    97,476

 

$    81,090

 

$  274,437

 

$  232,436

$  100,501

 

$    83,163

Production Enhancement

61,998

 

55,113

 

181,566

 

162,826

67,024

 

58,807

Reservoir Management

10,591

 

9,323

 

38,178

 

27,616

11,912

 

13,753

Consolidated

$  170,065

 

$  145,526

 

$  494,181

 

$  422,878

$  179,437

 

$  155,723

Operating income:

Operating income (loss):

Reservoir Description

$   26,108 

 

$   17,646 

 

$   64,307 

 

$   41,098 

$   23,017 

 

$   16,773 

Production Enhancement

17,426 

 

13,841 

 

49,678 

 

39,434 

21,941 

 

16,052 

Reservoir Management

2,357 

 

2,086 

 

10,171 

 

6,658 

4,227 

 

3,697 

Corporate and Other (1)

67 

 

217 

 

422 

 

(395)

Corporate and Other1

(4,917)

 

198 

Consolidated

$   45,958 

 

$   33,790 

 

$ 124,578 

 

$   86,795 

$   44,268 

 

$   36,720 

       

(1) "Corporate and Other" represents those items that are not directly related to a particular segment

1) "Corporate and Other" represents those items that are not directly related to a particular segment.

1) "Corporate and Other" represents those items that are not directly related to a particular segment.

Reservoir Description

Revenues from the Reservoir Description segment increased $16.4$17.3 million, to $97.5$100.5 million in the thirdfirst quarter of 2007,2008, compared to $81.1$83.2 million in the thirdfirst quarter of 2006, as a result of continued expansion of oilfield activities world-wide2007. The revenue increase resulted from unprecedented demand for our reservoir rock and especially for our reservoir fluids characterization services in the Middle East, Asia and Europe and our reservoir optimizing technologies in several North American projects related to the Canadian oil sands, tight gas sands and multiple gas-shale and Canadian oil-sands reservoirs. For the nine months ended September 30, 2007 revenues increased $42.0 million, to $274.4 million from $232.4 million for the nine months ended September 30, 2006. The revenue growth was also driven, in part, by the high demand for our proprietary and patented reservoir optimization technologies and related services. These include our pressure, volume, and temperature (PVT) phase behavior studies, crude-oil distillations and petroleum product inspection and testing services. We are expanding our services, especially in the Middle East, which will be used to increase daily natural gas and crude oil production while maximizing the ultimate hydrocarbon recoveries.continued expansion of worldwide deepwater projects.

Operating income in the thirdfirst quarter of 20072008 increased by 48%37% or $8.5$6.2 million to $26.1$23.0 million compared to $17.6$16.8 million for the thirdfirst quarter of 2006. Operating income for the nine month period ended September 30, 2007 increased by 56% or $23.2 million to $64.3 million.2007. Increases in operating income were primarily due to higher incremental margins earned from higherincreased sales over our relatively fixed cost structure and the introduction and acceptance of recently introduced reservoir optimization services.structure. Operating margins for the quarter and nine months ended September 30, 2007March 31, 2008 were 27% and 23%, respectively compared to 22% and 18%20% for the same periodsperiod in 2006, respectively. Our customers continue to shift from lower margin projects to those projects having a higher content of Core's newer services and technologies, which produced incremental margins of 55% for the nine month period ended September 30, 2007, on higher revenues during the period. Incremental margins are calculated as the change in operating income divided by the change in revenues.2007.

Production Enhancement

Revenues from the Production Enhancement segment increased $6.9$8.2 million to $62.0$67.0 million in the thirdfirst quarter of 20072008 as compared to $55.1$58.8 million in the thirdfirst quarter in 2006, and revenues increased $18.7 million to $181.6 million2007. The primary reason for the nine months ended September 30, 2007 as compared to $162.8 million forincrease in our revenues in this segment has been the same period in 2006. This increase was primarily the result of continuedfurther improvement in market penetration and client acceptance of our well perforating and completion products and stimulationfracture diagnostic services, overall expansion in global drilling activities, and continued improvements in the international expansion of our technologies.services.

Operating income in the thirdfirst quarter of 20072008 increased by 26%37% or $3.6$5.9 million to $17.4$21.9 million from $13.8$16.1 million for the thirdfirst quarter of 2006.2007. Operating margins increased to 28%33% in the thirdfirst quarter of 20072008 compared to 25%27% for the same period in 2006. For the nine months ended September 30, 2007, operating income increased to $49.7 million, an increase of 26% over the same period in 2006.2007. These margin improvements were primarily due to increased salesmarket penetration of higher-margin services and products including new enhanced recovery technology, such as our SpectraScan™ and SpectraChem™ tracer service and our new SuperHERO™ perforating charges and gun systems, as well as improved manufacturing efficiencies.systems.

Reservoir Management

Revenues from the Reservoir Management segment increased $1.3decreased $1.8 million or 14%, in the thirdfirst quarter of 20072008 as compared to the thirdfirst quarter of 2006. Revenues for2007. The decrease in revenue was a result of the nine month period ended September 30, 2007 were $38.2 million, an increaseculmination of 38% from $27.6 million fromseveral large projects in the same period in 2006. The improvement was driven by our multi-client regional reservoir optimization projects for both North America and international studies, especially studies pertaining to unconventional gas reservoirs and salesfirst quarter of our proprietary reservoir monitoring products for oil-sands in Canada.2007.

Operating income in the thirdfirst quarter of 20072008 increased 13%14% to $2.4$4.2 million from $2.1$3.7 million for the thirdfirst quarter of 2006. For the nine month period ended September 30, 2007, operating income was $10.2 million with operating margins of 27%, as compared to operating income of $6.7 million and operating margins of 24% from the same period in 2006.2007. The increase was primarily due to the continued expansion of the multi-client regional reservoir study sales in the U.S. and expansion ofnew studies being performed including a gas-shale study focused in Libya, along with product sales to the oil-sands projectsAppalachian region and a study on tight gas sands in Canada.the Middle East region.


Liquidity and Capital Resources

General

We have historically financed our activities through cash on hand, cash flows from operations, bank credit facilities, or the issuance of debt and equity financing.

We utilize the non-GAAP financial measure of free cash flow to evaluate our cash flows and results of operations. Free cash flow is defined as net cash provided by operating activities (which is the most directly comparable GAAP measure) less capital expenditures. Management believes that free cash flow provides useful information to investors as it represents the cash, in excess of capital expenditures, available to operate the business and fund non-discretionary obligations. Free cash flow is not a measure of operating performance under GAAP, and should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP. Moreover, since free cash flow is not a measure determined in accordance with GAAP and thus is susceptible to varying interpretations and calculations, free cash flow as presented, may not be comparable to similarly titled measures presented by other companies. The following table reconciles this non-GAAP financial measure to the most directly comparable measure calculated and presented in accordance with U.S. GAAP for the ninethree month period ended September 30,March 31, 2008 and 2007 and 2006 (in thousands):

 

Nine Months Ended

September 30,

 

Three Months Ended

March 31,

 

2007

 

2006

 

2008

 

2007

Free cash flow calculation:

 

(unaudited)

 

(unaudited)

Net cash provided by operating activities

$   87,815

$   80,078

$   25,440

$   19,158

Less: capital expenditures

 

15,285

 

16,347

 

5,618

 

3,427

Free cash flow

 

$   72,530

 

$   63,731

 

$   19,822

 

$   15,731

The increase in free cash flow in 20072008 compared to 20062007 was due to a higher net income and a decreasepartially offset by an increase in capital expenditures offset by a net increase inexpenditures. Additionally, working capital, excluding cash.cash, increased at a reduced rate in the first quarter of 2008 as compared to first quarter of 2007, and therefore had less of an impact on cash flow in the current year. At September 30, 2007March 31, 2008 and December 31, 2006,2007, we had working capital of $130.6$151.2 million and $136.6$122.7 million, respectively.

Cash Flows

The following table summarizes cash flows for the ninethree months ended September 30,March 31, 2008 and 2007 and 2006 (in thousands):

 

Nine Months Ended

September 30,

 

Three Months Ended

March 31,

 

2007

 

2006

 

2008

 

2007

Cash provided by/(used in):

 

(unaudited)

 

(unaudited)

Operating activities

$    87,815 

$    80,078 

$    25,440 

$    19,158 

Investing activities

 

(7,785)

 

(14,981)

 

(3,667)

 

(4,160)

Financing activities

 

(92,085)

 

(66,384)

 

(18,863)

 

(40,232)

Net change in cash and cash equivalents

 

$   (12,055)

 

$    (1,287)

 

$      2,910 

 

$   (25,234)

The increase in cash flows provided by operating activities was primarily attributable to an increase in net income offset byalong with a decrease in prepaid expenses and an increase in working capitalaccrued liabilities and other long-term liabilities due to timing of payments.

The decrease in cash used in investing activities is due to a deposit received on the sale of an asset offset by the acquisition of Temco, Inc. a Tulsa-based core analysis and reservoir fluids instrument manufacturer. The increase in cash flows used in financing activities was duerelated primarily to lower borrowings and an increase inthe number of shares repurchased under our common share repurchase program. In the first ninethree months of 2007,2008, we repurchased approximately 1.4 million253,379 shares for an aggregate price of $127.7$28.8 million compared to approximately 1.9 million743,650 shares for an aggregate price of $104.5$58.6 million during the ninethree months ended September 2006.March 31, 2007. The increasedecrease in cash flows used in financing activities was offset by an increasealso attributable to a decrease in stock options exercised and the recognitionin 2008 as compared to 2007 of tax deductions relating to stock-based compensation.$16.3 million.

We maintain a revolving credit facility (the "Credit Facility") that allows for an aggregate borrowing capacity of $100.0 million. As amended, this facility provides an option to increase the commitment under the Credit Facility to $150.0 million, if certain conditions are met. The Credit Facility bears interest at variable rates from LIBOR plus 0.5% to a maximum of LIBOR plus 1.125%. Any outstanding balance under the Credit Facility is due in December 2010 when the Credit Facility matures and only requires bi-annual interest payments until maturity.matures. Interest payment datesterms are based onvariable depending upon the interest period selected.specific type of borrowing under this facility. Our available capacity is reduced by outstanding unsecured letters of credit and performance guarantees and bonds totaling $8.7$11.6 million at September 30, 2007March 31, 2008 relating to certain projects in progress. Our available borrowing capacity under the Credit Facility at September 30, 2007March 31, 2008 was $91.3$88.4 million.

The terms of the Credit Facility require us to meet certain financial and operational covenants. We believe that we are in compliance with all such covenants at September 30, 2007.March 31, 2008. All of our material, wholly owned subsidiaries are guarantors or co-borrowers under the Credit Facility.

Our ability to maintain and grow our operating income and cash flow depends, to a large extent, on continued investing activities. We are a Netherlands holding company and substantially all of our operations are conducted through subsidiaries. Consequently, our cash flow depends upon the ability of our subsidiaries to pay cash dividends or otherwise distribute or advance funds to us. We believe our future cash flows from operations, supplemented by our borrowing capacity and issuances of additional equity should be sufficient to fund our debt requirements, capital expenditures, working capital, and future acquisitions.

At our Annual Shareholders' Meeting on April 2, 2007 (the "Meeting"), our shareholders approved the cancellation of 3,127,040 treasury shares we had repurchased or otherwise acquired up to the date of the Meeting. These 3,127,040 treasury shares were cancelled in April 2007 at historical cost, totaling $233.5 million, or $74.73 per share, resulting in a decrease in treasury shares and a corresponding decrease in additional paid-in-capital, retained earnings and common stock. Our shareholders also approved the extension of the authority of our Management Board to repurchase up to 10% of the Company's outstanding share capital up through October 2, 2008.


Recent Accounting Pronouncements

In September 2006,December 2007, the FASB issued Statement of Financial Accounting Standards BoardNo. 141 (revised 2007),Business Combinations ("FASB"SFAS 141R") which replaces SFAS No.141, Business Combination. SFAS 141R retains the fundamental requirements of SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. In addition, SFAS 141R's scope is broader in that it applies to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141R is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008 and early adoption is not allowed. We are currently evaluating the effects that SFAS 141R may have on any future business combinations.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160,Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 ("SFAS No. 157, Fair Value Measurements ("FAS 157"160"). FAS No. 157 definesSFAS 160 requires companies with noncontrolling interests to disclose such interests clearly as a portion of equity separate from the parent's equity and the amount of consolidated net income attributable to these noncontrolling interests must also be clearly presented on the Consolidated Statement of Operations. In addition, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary will be initially measured at fair value establishesand recorded as a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FAS No. 157 does not require any new fair value measurements, rather, its application will be made pursuant to other accounting pronouncements that requiregain or permit fair value measurements. FAS No. 157loss. SFAS 160 is effective for fiscal years beginning after NovemberDecember 15, 2007, and interim periods within those years. The provisions of FAS No. 1572008. We are to be applied prospectively upon adoption, except for limited specified exceptions. We do not expectcurrently evaluating the adoption of FAS No. 157 toeffects that SFAS 160 may have a material impact on our financial position results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115 ("FAS 159"). FAS 159 permits companies to measure eligible financial instruments and certain other items at fair value that are currently not required to be measured at fair value. FAS 159 will become effective for financial statements issued for fiscal years beginning after November 15, 2007, with early adoption permitted. We are currently evaluating FAS 159 and any potential impact on our financial statements, however we do not expect this pronouncement to have a material impact on our financial position or results of operations.

Return to Index


Item 3. Quantitative and Qualitative Disclosures of Market Risk

There have been no material changes in market risk from the information provided in Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K as of December 31, 2006.2007.

Return to Index

Item 4. Controls and Procedures

A complete discussion of our controls and procedures is included in our Annual Report on Form 10-K for the year ended December 31, 2006.2007.

Disclosure Controls and Procedures

Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Core Laboratories N.V.'s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based on such evaluation, our Chief Executive Officer and Chief Financial Offic erO fficer have concluded that our disclosure controls and procedures were effective as of September 30, 2007March 31, 2008 at the reasonable assurance level. Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. Further, the design of disclosure controls and internal control over financial reporting must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our fiscal quarter ended September 30, 2007,March 31, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Return to Index


CORE LABORATORIES N.V.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 6 of Consolidated Interim Financial Statements in Part I, Item 1.

Return to Index

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended September 30, 2007:March 31, 2008:

Period

 

Total Number of Shares Purchased

 

Average Price Paid Per Share

 

Total Number of Shares Purchased as Part of a Publicly Announced Program

 

Maximum Number of Shares That May Yet be Purchased Under the Program

July 1-31, 2007

 

325,873

 

$103.82

 

325,873

 

1,894,013

August 1-31, 2007

 

79,900

 

$103.90

 

79,900

 

1,814,113

September 1-30, 2007 (1)

 

79,798

 

$127.12

 

79,798

 

1,734,315

Total

 

485,571

 

$107.65

 

485,571

  

Period

 

Total Number of Shares Purchased

 

Average Price Paid Per Share

 

Total Number of Shares Purchased as Part of a Publicly Announced Program

 

Maximum Number of Shares That May Yet be Purchased Under the Program

January 1-31, 2008

 

129,567

 

$ 113.86

 

129,567

 

1,189,812

February 1-29, 2008 (1)

 

120,036

 

$ 113.33

 

 79,300

 

1,110,512

March 1-31, 2008 (2)

 

   3,776

 

$ 121.60

 

          -

 

1,110,512

Total

 

253,379

 

$ 113.72

 

208,867

  

(1) Contains 9840,736 shares valued at $10,200,$4.5 million, or $103.63$111.26 per share, acquired pursuantsurrendered to the terms ofus by participants in a stock-based compensation plan in settlement by the participants ofto settle any personal tax burdens thatliabilities which may result from the issuance of commonaward in February 2008.

(2) Contains 3,776 shares under this plan.valued at $0.5 million, or $121.60 per share, surrendered to us by participants in a stock-based compensation plan to settle any personal tax liabilities which may result from the award in March 2008.

Under Dutch law and our articles of association, and subject to certain Dutch statutory provisions, we may repurchase up to 10% of our issued share capital in open market purchases. In connection with our initial public offering in MarchSeptember 1995, our shareholders authorized our Management Board to make such repurchases for a period of 18 months. At each annual shareholders' meeting subsequent to 1995, our shareholders have renewed that authorization. At our Annual Shareholders' Meeting on April 2, 2007, our shareholders approved the extension of the authority of our Management Board to repurchase up to 10% of the Company's outstanding share capital up through October 2, 2008.

Return to Index

Item 5. Other Information

On August 15, 2007, we issued 2,000 restricted performance shares ("Director Tranche 2") to each of our non-employee Supervisory Directors for which the performance period began on August 15, 2007 and ends on August 15, 2010. The Director Tranche 2 shares were granted pursuant to a Performance Share Award Restricted Share Agreement (ROE Based), dated August 15, 2007, between the Company and each of the non-employee directors. Pursuant to this agreement, we will award performance restricted shares if certain targets are obtained. These performance restricted share awards represent the right to receive our common shares in the future. The performance target for Director Tranche 2 is based on a calculated ROE, as defined in the Director Tranche 2 agreement, that equals or exceeds the pre-determined target ROE of 50%. Unless there is a change in control, none of these Director Tranche 2 shares will be issued if our ROE is less than 40% for the three-year performance period. If our ROE for the performance p eriod equals 40%, then 20% of the Director Tranche 2 shares will be issued, and if our ROE for the performance period equals or exceeds 50%, then 100% of the Director Tranche 2 shares will be issued. If our ROE for the performance period is greater than 40% but less than 50%, then the number of Director Tranche 2 shares to be issued would be interpolated based on the terms of the agreement. If a change in control of the Company occurs prior to the last day of the three-year performance period, then all of the Director Tranche 2 shares will vest as of the date of the change in control.

Return to Index


Item 6. Exhibits

Exhibit No.

Exhibit Title

Incorporated by reference from the following documents

3.1

-

Articles of Association of Core Laboratories N.V., as amended (including English translation)

Form F-1, September 20, 1995 (File No. 000-26710)

3.2

-

Amendments to the Articles of Association of Core Laboratories N.V.

Proxy Statement dated May 17, 2006 for Annual Meeting of Shareholders

10.1*

-

Form of Director Performance Share Award Restricted ShareRestated Employment Agreement (ROE Based)between Core Laboratories N.V. and David Michael Demshur dated as of December 31, 2007


Filed herewith

10.2*

-

Form of Restated Employment Agreement between Core Laboratories N.V. and Richard Lucas Bergmark dated as of December 31, 2007


Filed herewith

10.3*

-

Form of Restated Employment Agreement between Core Laboratories N.V. and Monty Lee Davis dated as of December 31, 2007


Filed herewith

10.4*

-

Form of Restated Employment Agreement between Core Laboratories N.V. and John David Denson dated as of December 31, 2007


Filed herewith

10.5*

-

Amendment to Core Laboratories Supplement Executive Retirement Plan dated as of March 5, 2008


Filed herewith

10.6*

-

Amendment to Core Laboratories Supplemental Executive Retirement Plan for Monty L. Davis dated as of March 5, 2008


Filed herewith

10.7*

-

Amendment to Core Laboratories Supplemental Executive Retirement Plan for John D. Denson dated as of March 5, 2008


Filed herewith

31.1

-

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


Filed herewith

31.2

-

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


Filed herewith

32.1

-

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


Furnished herewith

32.2

-

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


Furnished herewith

    
 

*

Management contract or compensatory plan or arrangement

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, Core Laboratories N.V., has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CORE LABORATORIES N.V.

 

By:

Core Laboratories International B.V., its

  

Managing Director

   

Date:

October 26, 2007May 8, 2008

By:

/s/ Richard L. Bergmark

  

Richard L. Bergmark

  

Chief Financial Officer

  

Duly Authorized Officer and

  

Principal Financial Officer

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