(Mark One)
|
|
Q
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2017
|
|
OR
|
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from
__ ________ ____ ____
to
_ ____ ____ ____ ____ ___
|
The Netherlands
|
Not Applicable
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Strawinskylaan 913
|
|
Tower A, Level 9
|
|
1077 XX Amsterdam
|
|
The Netherlands
|
Not Applicable
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Name of each exchange on which registered
|
Common Shares, EUR 0.02 Par Value Per Share
|
New York Stock Exchange; Euronext Amsterdam Stock Exchange
|
Large accelerated filer
Q
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
(Do not check if a smaller reporting company)
|
|
|
Page
|
|
|
|
PART I
|
||
PART II
|
||
PART III
|
||
PART IV
|
||
•
|
Reservoir Description
: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples to increase production and improve recovery of oil and gas from our clients' reservoirs. We provide laboratory-based analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry. We also provide proprietary and joint industry studies based on these types of analyses.
|
•
|
Production Enhancement
: Includes services and products relating to reservoir well completions, perforations, stimulations and production. We provide integrated diagnostic services to evaluate and monitor the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.
|
|
United States
|
|
Europe/Africa/Middle East
|
|
Asia Pacific
|
|
Canada
|
|
Former Soviet Union
|
|
Latin/ South America
|
|
Consolidated
|
||||||||||||||
2017
|
$
|
284,260
|
|
|
$
|
208,591
|
|
|
$
|
62,429
|
|
|
$
|
33,019
|
|
|
$
|
37,255
|
|
|
$
|
34,255
|
|
|
$
|
659,809
|
|
2016
|
$
|
224,863
|
|
|
$
|
222,916
|
|
|
$
|
65,115
|
|
|
$
|
22,547
|
|
|
$
|
35,935
|
|
|
$
|
23,365
|
|
|
$
|
594,741
|
|
2015
|
$
|
338,907
|
|
|
$
|
249,679
|
|
|
$
|
86,001
|
|
|
$
|
43,808
|
|
|
$
|
41,450
|
|
|
$
|
37,675
|
|
|
$
|
797,520
|
|
▪
|
general and economic business conditions;
|
▪
|
market prices of oil and gas and expectations about future prices;
|
▪
|
cost of producing and the ability to deliver oil and natural gas;
|
▪
|
the level of drilling and production activity;
|
▪
|
mergers, consolidations and downsizing among our clients;
|
▪
|
coordination by OPEC;
|
▪
|
the impact of commodity prices on the expenditure levels of our clients;
|
▪
|
financial condition of our client base and their ability to fund capital expenditures;
|
▪
|
the physical effects of climatic change, including adverse weather, such as increased frequency or severity of storms, such as hurricanes, droughts and floods, or geologic/geophysical conditions;
|
▪
|
the adoption of legal requirements or taxation, including, for example, a carbon tax, relating to climate change that lowers the demand for petroleum-based fuels;
|
▪
|
civil unrest or political uncertainty in oil producing or consuming countries;
|
▪
|
level of consumption of oil, gas and petrochemicals by consumers;
|
▪
|
changes in existing laws, regulations, or other governmental actions, including temporary or permanent moratoria on hydraulic fracturing or offshore drilling, the issuance of NTLs that eliminate or significantly reduce the ability of offshore operators to self-insure their supplemental bonding obligations, or shareholder activism or governmental rulemakings or agreements to restrict GHG emissions, which developments could have an adverse impact on the oil and gas industry and/or demand for our services;
|
▪
|
stockholder activism or activities by non-governmental organizations to limit certain sources of funding for the energy sector or restrict the exploration, development and production of oil and natural gas;
|
▪
|
the business opportunities (or lack thereof) that may be presented to and pursued by us;
|
▪
|
availability of services and materials for our clients to grow their capital expenditures;
|
▪
|
ability of our clients to deliver product to market;
|
▪
|
availability of materials and equipment from key suppliers; and
|
▪
|
cyber-attacks on our network that disrupt operations or result in lost or compromised critical data.
|
▪
|
global economic conditions;
|
▪
|
political actions and requirements of national governments including trade restrictions, embargoes, seizure, detention, nationalization and expropriations of assets;
|
▪
|
interpretation of tax statutes and requirements of taxing authorities worldwide, routine examination by taxing authorities and assessment of additional taxes, penalties and/or interest;
|
▪
|
international agreements that restrict GHG emissions, such as the Paris Agreement that calls for such countries to set GHG emissions targets in their own countries and to be transparent in how such countries achieve those GHG emissions targets;
|
▪
|
civil unrest;
|
▪
|
acts of terrorism;
|
▪
|
fluctuations and changes in currency exchange rates (see section below);
|
▪
|
the impact of inflation;
|
▪
|
difficulty in repatriating foreign currency received in excess of the local currency requirements; and
|
▪
|
current conditions in oil producing countries such as Venezuela, Nigeria, Libya, Iran and Iraq considering their potential impact on the world markets.
|
▪
|
increased financial leverage;
|
▪
|
ability to obtain additional financing;
|
▪
|
increased interest expense; and
|
▪
|
difficulties involved in combining disparate company cultures and facilities.
|
|
NYSE
|
|
Euronext Amsterdam
|
||||||||
|
(U.S. Dollars)
|
|
(Euros)
|
||||||||
2017
|
High
|
|
Low
|
|
High
|
|
Low
|
||||
Fourth Quarter
|
$
|
109.55
|
|
$
|
87.75
|
|
€
|
93.50
|
|
€
|
75.12
|
Third Quarter
|
$
|
108.51
|
|
$
|
86.94
|
|
€
|
94.50
|
|
€
|
72.50
|
Second Quarter
|
$
|
115.55
|
|
$
|
97.12
|
|
€
|
111.00
|
|
€
|
86.99
|
First Quarter
|
$
|
122.80
|
|
$
|
107.25
|
|
€
|
118.60
|
|
€
|
98.01
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
$
|
124.84
|
|
$
|
96.30
|
|
€
|
117.50
|
|
€
|
87.00
|
Third Quarter
|
$
|
127.82
|
|
$
|
102.50
|
|
€
|
111.05
|
|
€
|
92.01
|
Second Quarter
|
$
|
135.49
|
|
$
|
102.22
|
|
€
|
120.00
|
|
€
|
92.00
|
First Quarter
|
$
|
118.87
|
|
$
|
84.50
|
|
€
|
108.00
|
|
€
|
71.52
|
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 Be Purchased Under The Program
(4)(5)
|
||
October 1, 2017 to
October 31, 2017 (1) |
|
—
|
|
|
$—
|
|
—
|
|
|
3,830,657
|
November 1, 2017 to November 30, 2017 (2)
|
|
220
|
|
|
$100.90
|
|
—
|
|
|
3,831,204
|
December 1, 2017 to December 31, 2017 (3)
|
|
80,517
|
|
|
$107.92
|
|
40,000
|
|
|
3,867,578
|
Total
|
|
80,737
|
|
|
$107.90
|
|
40,000
|
|
|
|
(1)
|
No shares were repurchased in October, 2017.
|
(2)
|
All shares repurchased during November, 2017 were surrendered to us by participants in a stock-based compensation plan to settle any personal tax liabilities which may result from the award.
|
(3)
|
Includes
40,517
shares valued at
$4.4 million
, or
$109.22
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.
|
(4)
|
The maximum number of shares allowed to be purchased under the program was
3,830,657
at
September 30, 2017
.
|
(5)
|
During the quarter,
117,658
treasury shares were distributed relating to stock-based awards, including
767
in November, and
116,891
in December.
|
•
|
Reservoir Description
: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples to increase production and improve recovery of oil and gas from our clients' reservoirs. We provide laboratory-based analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry. We also provide proprietary and joint industry studies based on these types of analyses.
|
•
|
Production Enhancement
: Includes services and products relating to reservoir well completions, perforations, stimulations and production. We provide integrated diagnostic services to evaluate and monitor the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.
|
|
|
For the Years Ended December 31,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Sale of assets
|
|
$
|
(346
|
)
|
|
$
|
(618
|
)
|
|
$
|
(408
|
)
|
|
Results of non-consolidated subsidiaries
|
|
(332
|
)
|
|
(506
|
)
|
|
(383
|
)
|
||||
Foreign exchange
|
|
916
|
|
|
1,832
|
|
|
4,507
|
|
||||
Interest income
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
||||
Rents and royalties
|
|
(454
|
)
|
|
(420
|
)
|
|
(484
|
)
|
||||
Other, net
|
|
(477
|
)
|
|
(632
|
)
|
|
493
|
|
||||
Total Other (income) expense, net
|
|
$
|
(693
|
)
|
|
$
|
(344
|
)
|
|
$
|
3,669
|
|
|
For the Years Ended December 31,
|
|||||||||||
(Gains) losses by currency
|
2017
|
|
2016
|
|
2015
|
|||||||
|
British Pound
|
$
|
(92
|
)
|
|
$
|
807
|
|
|
$
|
434
|
|
|
Canadian Dollar
|
(95
|
)
|
|
(137
|
)
|
|
1,848
|
|
|||
|
Euro
|
1,413
|
|
|
(49
|
)
|
|
(908
|
)
|
|||
|
Indonesian Rupiah
|
78
|
|
|
37
|
|
|
315
|
|
|||
|
Russian Ruble
|
(161
|
)
|
|
160
|
|
|
(45
|
)
|
|||
|
Other currencies, net
|
(227
|
)
|
|
1,014
|
|
|
2,863
|
|
|||
Total (gain) loss, net
|
$
|
916
|
|
|
$
|
1,832
|
|
|
$
|
4,507
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||
(dollars in thousands)
|
2017
|
|
% Change
|
|
2016
|
|
% Change
|
|
2015
|
|||||||||
Reservoir Description
|
$
|
415,220
|
|
|
(2.6
|
)%
|
|
$
|
426,205
|
|
|
(17.2
|
)%
|
|
$
|
514,845
|
|
|
Production Enhancement
|
244,589
|
|
|
45.1
|
%
|
|
168,536
|
|
|
(40.4
|
)%
|
|
282,675
|
|
||||
|
Total Revenue
|
$
|
659,809
|
|
|
10.9
|
%
|
|
$
|
594,741
|
|
|
(25.4
|
)%
|
|
$
|
797,520
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
(dollars in thousands)
|
2017
|
|
% Change
|
|
2016
|
|
% Change
|
|
2015
|
||||||||
Reservoir Description
|
$
|
66,500
|
|
|
(15.7
|
)%
|
|
$
|
78,881
|
|
|
(36.1
|
)%
|
|
$
|
123,505
|
|
Production Enhancement
|
46,459
|
|
|
545.4
|
%
|
|
7,198
|
|
|
(81.2
|
)%
|
|
38,210
|
|
|||
Corporate and other
(1)
|
(519
|
)
|
|
NM
|
|
|
100
|
|
|
NM
|
|
|
(645
|
)
|
|||
Operating Income
|
$
|
112,440
|
|
|
30.5
|
%
|
|
$
|
86,179
|
|
|
(46.5
|
)%
|
|
$
|
161,070
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1) “Corporate and other" represents those items that are not directly relating to a particular segment.
|
|||||||||||||||||
"NM" means not meaningful.
|
|
For the Years Ended December 31,
|
||||||||||
Free Cash Flow Calculation
|
2017
|
|
2016
|
|
2015
|
||||||
Net cash provided by operating activities
|
$
|
124,271
|
|
|
$
|
131,887
|
|
|
$
|
219,100
|
|
Less: cash paid for capital expenditures
|
(18,775
|
)
|
|
(11,356
|
)
|
|
(22,797
|
)
|
|||
Free cash flow
|
$
|
105,496
|
|
|
$
|
120,531
|
|
|
$
|
196,303
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash provided by/(used in):
|
|
||||||||||
Operating activities
|
$
|
124,271
|
|
|
$
|
131,887
|
|
|
$
|
219,100
|
|
Investing activities
|
(20,557
|
)
|
|
(14,721
|
)
|
|
(39,654
|
)
|
|||
Financing activities
|
(104,078
|
)
|
|
(124,896
|
)
|
|
(180,302
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
(364
|
)
|
|
$
|
(7,730
|
)
|
|
$
|
(856
|
)
|
•
|
our ability to continue to develop or acquire new and useful technology;
|
•
|
the realization of anticipated synergies from acquired businesses and future acquisitions;
|
•
|
our dependence on one industry, oil and gas, and the impact of commodity prices on the expenditure levels of our clients;
|
•
|
competition in the markets we serve;
|
•
|
the risks and uncertainties attendant to adverse industry, political, economic and financial market conditions, including stock prices, government regulations, interest rates and credit availability;
|
•
|
unsettled political conditions, war, civil unrest, currency controls and governmental actions in the numerous countries in which we operate;
|
•
|
changes in the price of oil and natural gas;
|
•
|
integration of acquired businesses; and
|
•
|
the effects of industry consolidation.
|
(a)
|
Financial Statements
|
|
Page
|
(b)
|
Exhibits
|
|
|
|
CORE LABORATORIES N.V.
|
|
|
|
By its sole managing director, Core Laboratories International B.V.
|
|
|
|
|
Date:
|
February 9, 2018
|
By:
|
/s/ JACOBUS SCHOUTEN
|
|
|
|
Jacobus Schouten
|
|
|
|
Managing Director of Core Laboratories International B.V.
|
Signature
|
|
Title
|
|
|
|
/s/ DAVID M. DEMSHUR
|
|
/s/ RICHARD L. BERGMARK
|
David M. Demshur
|
|
Richard L. Bergmark
|
President, Chief Executive Officer,
|
|
Executive Vice President,
|
Chairman and Supervisory Director
|
|
Chief Financial Officer and
|
|
|
Supervisory Director
|
|
|
|
|
|
|
/s/ CHRIS S. HILL
|
|
/s/ MARTHA Z. CARNES
|
Chris S. Hill
|
|
Martha Z. Carnes
|
Vice President and
|
|
Supervisory Director
|
Chief Accounting Officer
|
|
|
|
|
|
|
|
|
/s/ CHARLES L. DUNLAP
|
|
/s/ JAN WILLEM SODDERLAND
|
Charles L. Dunlap
|
|
Jan Willem Sodderland
|
Supervisory Director
|
|
Supervisory Director
|
|
|
|
|
|
|
/s/ MICHAEL STRAUGHEN
|
|
/s/ LUCIA VAN GEUNS
|
Michael Straughen
|
|
Lucia van Geuns
|
Supervisory Director
|
|
Supervisory Director
|
|
|
|
|
|
|
/s/ MARGARET ANN VAN KEMPEN
|
|
|
Margaret Ann van Kempen
|
|
|
Supervisory Director
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||
REVENUE:
|
|
|
|
|
|
|||||||
Services
|
$
|
481,518
|
|
|
$
|
470,259
|
|
|
$
|
611,954
|
|
|
Product sales
|
178,291
|
|
|
124,482
|
|
|
185,566
|
|
||||
Total Revenue
|
659,809
|
|
|
594,741
|
|
|
797,520
|
|
||||
OPERATING EXPENSES:
|
|
|
|
|
|
|||||||
Cost of services, exclusive of depreciation shown below
|
334,074
|
|
|
331,688
|
|
|
387,739
|
|
||||
Cost of product sales, exclusive of depreciation shown below
|
140,166
|
|
|
110,956
|
|
|
144,913
|
|
||||
General and administrative expenses, exclusive of depreciation shown below
|
47,737
|
|
|
39,390
|
|
|
49,729
|
|
||||
Depreciation
|
24,021
|
|
|
26,029
|
|
|
26,545
|
|
||||
Amortization
|
919
|
|
|
843
|
|
|
912
|
|
||||
Other (income) expense, net
|
(693
|
)
|
|
(344
|
)
|
|
3,669
|
|
||||
Severance and other charges
|
1,145
|
|
|
—
|
|
|
22,943
|
|
||||
OPERATING INCOME
|
112,440
|
|
|
86,179
|
|
|
161,070
|
|
||||
Interest expense
|
10,734
|
|
|
11,572
|
|
|
12,380
|
|
||||
Income before income tax expense
|
101,706
|
|
|
74,607
|
|
|
148,690
|
|
||||
Income tax expense
|
18,610
|
|
|
10,748
|
|
|
33,758
|
|
||||
Net income
|
83,096
|
|
|
63,859
|
|
|
114,932
|
|
||||
Net income (loss) attributable to non-controlling interest
|
(29
|
)
|
|
(36
|
)
|
|
85
|
|
||||
Net income attributable to Core Laboratories N.V.
|
$
|
83,125
|
|
|
$
|
63,895
|
|
|
$
|
114,847
|
|
|
EARNINGS PER SHARE INFORMATION:
|
|
|
|
|
|
|||||||
Basic earnings per share attributable to Core Laboratories N.V.
|
$
|
1.88
|
|
|
$
|
1.47
|
|
|
$
|
2.69
|
|
|
Diluted earnings per share attributable to Core Laboratories N.V.
|
$
|
1.88
|
|
|
$
|
1.46
|
|
|
$
|
2.68
|
|
|
Cash dividends per share
|
$
|
2.20
|
|
|
$
|
2.20
|
|
|
$
|
2.20
|
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|||||||
Basic
|
44,153
|
|
|
43,479
|
|
|
42,747
|
|
||||
Diluted
|
44,264
|
|
|
43,670
|
|
|
42,908
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
83,096
|
|
|
$
|
63,859
|
|
|
$
|
114,932
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
||||||
Changes in fair value of interest rate swaps
|
98
|
|
|
(293
|
)
|
|
(1,471
|
)
|
|||
Interest rate swap amounts reclassified to interest expense
|
526
|
|
|
829
|
|
|
971
|
|
|||
Income taxes on derivatives
|
(156
|
)
|
|
(197
|
)
|
|
583
|
|
|||
Total derivatives
|
468
|
|
|
339
|
|
|
83
|
|
|||
Pension and other postretirement benefit plans
|
|
|
|
|
|
||||||
Adjustment of unrecognized pension actuarial gain (loss)
|
974
|
|
|
(17
|
)
|
|
1,151
|
|
|||
Prior service cost
|
|
|
|
|
|
||||||
Amortization to net income of transition asset
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||
Amortization to net income of prior service cost
|
(77
|
)
|
|
(81
|
)
|
|
(85
|
)
|
|||
Amortization to net income of actuarial loss
|
440
|
|
|
593
|
|
|
727
|
|
|||
Income taxes on pension and other postretirement benefit plans
|
(330
|
)
|
|
(124
|
)
|
|
(424
|
)
|
|||
Total pension and other postretirement benefit plans
|
1,007
|
|
|
371
|
|
|
1,273
|
|
|||
Total other comprehensive income
|
1,475
|
|
|
710
|
|
|
1,356
|
|
|||
Comprehensive income
|
84,571
|
|
|
64,569
|
|
|
116,288
|
|
|||
Comprehensive income attributable to non-controlling interests
|
(29
|
)
|
|
(36
|
)
|
|
85
|
|
|||
Comprehensive income attributable to Core Laboratories N.V.
|
$
|
84,600
|
|
|
$
|
64,605
|
|
|
$
|
116,203
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common
Shares
|
|
Additional
|
|
|
|
Other
|
|
Treasury Stock
|
|
Non-
|
|
|
||||||||||||||||||
|
Number of
|
Par
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Number of
|
|
|
Controlling
|
|
Total
|
||||||||||||||||
|
Shares
|
Value
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Shares
|
Amount
|
|
Interest
|
|
Equity
|
||||||||||||||||
BALANCE, December 31, 2014
|
45,600,002
|
|
$
|
1,174
|
|
|
$
|
—
|
|
|
$
|
415,906
|
|
|
$
|
(11,894
|
)
|
|
1,963,018
|
|
$
|
(317,613
|
)
|
|
$
|
6,420
|
|
|
$
|
93,993
|
|
Stock-based compensation, net of awards issued
|
—
|
|
—
|
|
|
3,267
|
|
|
(11,044
|
)
|
|
—
|
|
|
(183,455
|
)
|
29,056
|
|
|
—
|
|
|
21,279
|
|
|||||||
Tax benefit of stock-based awards issued
|
—
|
|
—
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|||||||
Repurchases of common shares
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,444,534
|
|
(159,709
|
)
|
|
—
|
|
|
(159,709
|
)
|
|||||||
Dividends paid
|
—
|
|
—
|
|
|
—
|
|
|
(94,235
|
)
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(94,235
|
)
|
|||||||
Cancellation of treasury shares
|
(1,250,000
|
)
|
(32
|
)
|
|
(3,092
|
)
|
|
(206,267
|
)
|
|
—
|
|
|
(1,250,000
|
)
|
209,391
|
|
|
—
|
|
|
—
|
|
|||||||
Non-controlling interest dividend
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(1,140
|
)
|
|
(1,140
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,356
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,356
|
|
|||||||
Net income (loss)
|
—
|
|
—
|
|
|
—
|
|
|
114,847
|
|
|
—
|
|
|
—
|
|
—
|
|
|
85
|
|
|
114,932
|
|
|||||||
BALANCE, December 31, 2015
|
44,350,002
|
|
$
|
1,142
|
|
|
$
|
—
|
|
|
$
|
219,207
|
|
|
$
|
(10,538
|
)
|
|
1,974,097
|
|
$
|
(238,875
|
)
|
|
$
|
5,365
|
|
|
$
|
(23,699
|
)
|
Stock-based compensation, net of awards issued
|
—
|
|
—
|
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
(141,106
|
)
|
22,276
|
|
|
—
|
|
|
22,079
|
|
|||||||
Tax benefit of stock-based awards issued
|
—
|
|
—
|
|
|
(1,162
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(1,162
|
)
|
|||||||
Repurchases of common shares
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,000
|
|
(7,161
|
)
|
|
—
|
|
|
(7,161
|
)
|
|||||||
Dividends paid
|
—
|
|
—
|
|
|
—
|
|
|
(95,145
|
)
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(95,145
|
)
|
|||||||
Issuance of common shares
|
1,696,250
|
|
38
|
|
|
197,164
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
197,202
|
|
|||||||
Cancellation of treasury shares
|
(1,250,000
|
)
|
(32
|
)
|
|
(142,955
|
)
|
|
—
|
|
|
—
|
|
|
(1,250,000
|
)
|
142,987
|
|
|
—
|
|
|
—
|
|
|||||||
Non-controlling interest dividend
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(1,386
|
)
|
|
(1,386
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
710
|
|
|
—
|
|
—
|
|
|
—
|
|
|
710
|
|
|||||||
Net income (loss)
|
—
|
|
—
|
|
|
—
|
|
|
63,895
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(36
|
)
|
|
63,859
|
|
|||||||
BALANCE, December 31, 2016
|
44,796,252
|
|
$
|
1,148
|
|
|
$
|
52,850
|
|
|
$
|
187,957
|
|
|
$
|
(9,828
|
)
|
|
644,991
|
|
$
|
(80,773
|
)
|
|
$
|
3,943
|
|
|
$
|
155,297
|
|
Adoption of ASU 2016-09 (see Recent Accounting Pronouncements)
|
—
|
|
—
|
|
|
84
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation, net of awards issued
|
—
|
|
—
|
|
|
1,529
|
|
|
—
|
|
|
—
|
|
|
(191,513
|
)
|
21,413
|
|
|
—
|
|
|
22,942
|
|
|||||||
Repurchases of common shares
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158,569
|
|
(16,909
|
)
|
|
—
|
|
|
(16,909
|
)
|
|||||||
Dividends paid
|
—
|
|
—
|
|
|
—
|
|
|
(97,143
|
)
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(97,143
|
)
|
|||||||
Non-controlling interest dividend
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,475
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,475
|
|
|||||||
Net income (loss)
|
—
|
|
—
|
|
|
—
|
|
|
83,125
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(29
|
)
|
|
83,096
|
|
|||||||
BALANCE, December 31, 2017
|
44,796,252
|
|
$
|
1,148
|
|
|
$
|
54,463
|
|
|
$
|
173,855
|
|
|
$
|
(8,353
|
)
|
|
612,047
|
|
$
|
(76,269
|
)
|
|
$
|
3,888
|
|
|
$
|
148,732
|
|
|
2017
|
|
2016
|
|
2015
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||||
Net income
|
$
|
83,096
|
|
|
$
|
63,859
|
|
|
$
|
114,932
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||||
Stock-based compensation
|
22,942
|
|
|
22,079
|
|
|
21,279
|
|
|||||
Depreciation and amortization
|
24,940
|
|
|
26,872
|
|
|
27,457
|
|
|||||
Changes to value of life insurance policies
|
(6,112
|
)
|
|
(824
|
)
|
|
909
|
|
|||||
Deferred income taxes
|
9,015
|
|
|
(14,385
|
)
|
|
(107
|
)
|
|||||
Asset impairments
|
—
|
|
|
—
|
|
|
5,199
|
|
|||||
Net (recovery) provision for doubtful accounts
|
(202
|
)
|
|
(18
|
)
|
|
2,592
|
|
|||||
Other non-cash items
|
(507
|
)
|
|
(898
|
)
|
|
(158
|
)
|
|||||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||||
Accounts receivable
|
(18,565
|
)
|
|
31,584
|
|
|
49,261
|
|
|||||
Inventories
|
446
|
|
|
6,219
|
|
|
3,049
|
|
|||||
Prepaid expenses and other current assets
|
(2,964
|
)
|
|
2,657
|
|
|
7,744
|
|
|||||
Other assets
|
545
|
|
|
340
|
|
|
2,652
|
|
|||||
Accounts payable
|
8,721
|
|
|
(1,036
|
)
|
|
(13,353
|
)
|
|||||
Accrued expenses
|
(8,360
|
)
|
|
(6,738
|
)
|
|
(9,723
|
)
|
|||||
Other long-term liabilities
|
9,897
|
|
|
587
|
|
|
4,275
|
|
|||||
Unearned revenue
|
1,379
|
|
|
1,589
|
|
|
3,092
|
|
|||||
Net cash provided by operating activities
|
124,271
|
|
|
131,887
|
|
|
219,100
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||||
Capital expenditures
|
(18,775
|
)
|
|
(11,356
|
)
|
|
(22,797
|
)
|
|||||
Patents and other intangibles
|
(379
|
)
|
|
(348
|
)
|
|
(1,460
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(1,242
|
)
|
|
(13,774
|
)
|
|||||
Proceeds from sale of assets
|
702
|
|
|
740
|
|
|
1,320
|
|
|||||
Premiums on life insurance
|
(2,105
|
)
|
|
(2,515
|
)
|
|
(2,943
|
)
|
|||||
Net cash used in investing activities
|
(20,557
|
)
|
|
(14,721
|
)
|
|
(39,654
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||||
Repayment of debt borrowings
|
(130,000
|
)
|
|
(316,244
|
)
|
|
(139,656
|
)
|
|||||
Proceeds from debt borrowings
|
140,000
|
|
|
99,000
|
|
|
215,000
|
|
|||||
Excess tax benefits from stock-based payments
|
—
|
|
|
(1,162
|
)
|
|
(175
|
)
|
|||||
Debt financing costs
|
—
|
|
|
—
|
|
|
(387
|
)
|
|||||
Non-controlling interest - dividend
|
(26
|
)
|
|
(1,386
|
)
|
|
(1,140
|
)
|
|||||
Dividends paid
|
(97,143
|
)
|
|
(95,145
|
)
|
|
(94,235
|
)
|
|||||
Repurchase of common shares
|
(16,909
|
)
|
|
(7,161
|
)
|
|
(159,709
|
)
|
|||||
Issuance of common shares
|
—
|
|
|
197,202
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
(104,078
|
)
|
|
(124,896
|
)
|
|
(180,302
|
)
|
|||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(364
|
)
|
|
(7,730
|
)
|
|
(856
|
)
|
|||||
CASH AND CASH EQUIVALENTS, beginning of year
|
14,764
|
|
|
22,494
|
|
|
23,350
|
|
|||||
CASH AND CASH EQUIVALENTS, end of year
|
$
|
14,400
|
|
|
$
|
14,764
|
|
|
$
|
22,494
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash payments for interest
|
$
|
10,527
|
|
|
$
|
11,248
|
|
|
$
|
12,313
|
|
Cash payments for income taxes
|
$
|
24,314
|
|
|
$
|
12,181
|
|
|
$
|
35,523
|
|
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital expenditures incurred but not paid for as of the end of the year
|
$
|
744
|
|
|
$
|
1,627
|
|
|
$
|
483
|
|
Insurance premium financed
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,228
|
|
▪
|
allowance for doubtful accounts;
|
▪
|
obsolete inventory;
|
▪
|
depreciation and amortization;
|
▪
|
long-lived assets, intangibles and goodwill;
|
▪
|
income taxes;
|
▪
|
pensions and other postretirement benefits; and
|
▪
|
stock-based compensation.
|
Buildings and leasehold improvements
|
3 - 40 years
|
Machinery and equipment
|
3 - 10 years
|
|
2017
|
|
2016
|
|||||
Cash surrender value of life insurance
|
$
|
46,314
|
|
|
$
|
39,059
|
|
|
Investments in unconsolidated affiliates
|
3,557
|
|
|
3,224
|
|
|||
Other
|
5,257
|
|
|
4,841
|
|
|||
Total other assets
|
$
|
55,128
|
|
|
$
|
47,124
|
|
|
For the Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Weighted average basic common shares outstanding
|
44,153
|
|
|
43,479
|
|
|
42,747
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||
Performance shares
|
69
|
|
|
127
|
|
|
98
|
|
Restricted stock
|
42
|
|
|
64
|
|
|
63
|
|
Weighted average diluted common and potential common shares outstanding
|
44,264
|
|
|
43,670
|
|
|
42,908
|
|
|
2017
|
|
2016
|
||||||
Finished goods
|
$
|
21,668
|
|
|
$
|
21,635
|
|
||
Parts and materials
|
10,613
|
|
|
11,185
|
|
||||
Work in progress
|
1,036
|
|
|
900
|
|
||||
Total inventories
|
$
|
33,317
|
|
|
$
|
33,720
|
|
|
2017
|
|
2016
|
||||||
Land
|
$
|
11,520
|
|
|
$
|
7,883
|
|
||
Building and leasehold improvements
|
115,270
|
|
|
114,522
|
|
||||
Machinery and equipment
|
261,723
|
|
|
256,742
|
|
||||
Total property, plant and equipment
|
388,513
|
|
|
379,147
|
|
||||
Less - accumulated depreciation
|
(265,415
|
)
|
|
(249,265
|
)
|
||||
Property, plant and equipment, net
|
$
|
123,098
|
|
|
$
|
129,882
|
|
|
|
|
2017
|
|
2016
|
|||||||||||||
|
Original life in years
|
|
Gross Carrying
Value
|
|
Accumulated
Amortization
|
|
Gross Carrying
Value
|
|
Accumulated
Amortization
|
|||||||||
Acquired trade secrets
|
2-20
|
|
$
|
3,390
|
|
|
$
|
1,765
|
|
|
$
|
3,390
|
|
|
$
|
1,405
|
|
|
Acquired patents and trademarks
|
4-10
|
|
5,406
|
|
|
2,274
|
|
|
5,043
|
|
|
1,809
|
|
|||||
Agreements not to compete
|
3-5
|
|
839
|
|
|
782
|
|
|
839
|
|
|
690
|
|
|||||
Acquired trade names
|
Indefinite
|
|
4,582
|
|
|
—
|
|
|
4,568
|
|
|
—
|
|
|||||
Total intangibles, net
|
|
|
$
|
14,217
|
|
|
$
|
4,821
|
|
|
$
|
13,840
|
|
|
$
|
3,904
|
|
2018
|
$
|
868
|
|
2019
|
$
|
761
|
|
2020
|
$
|
601
|
|
2021
|
$
|
510
|
|
2022
|
$
|
488
|
|
|
Reservoir
Description
|
|
Production Enhancement
|
|
Total
|
|||||||
Balance at December 31, 2015
|
$
|
98,599
|
|
|
$
|
79,560
|
|
|
$
|
178,159
|
|
|
Goodwill acquired during the year
|
885
|
|
|
—
|
|
|
885
|
|
||||
Balance at December 31, 2016
|
99,484
|
|
|
79,560
|
|
|
179,044
|
|
||||
Goodwill acquired during the year
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2017
|
$
|
99,484
|
|
|
$
|
79,560
|
|
|
$
|
179,044
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
||
Senior Notes
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Credit Facility
|
78,000
|
|
|
68,000
|
|
||
Total debt
|
228,000
|
|
|
218,000
|
|
||
Less: Debt issuance costs
|
(1,011
|
)
|
|
(1,512
|
)
|
||
Long-term debt, net
|
$
|
226,989
|
|
|
$
|
216,488
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||
United States
|
$
|
28,632
|
|
|
$
|
6,233
|
|
|
$
|
55,143
|
|
|
Other countries
|
73,074
|
|
|
68,374
|
|
|
93,547
|
|
||||
Income before income tax expense
|
$
|
101,706
|
|
|
$
|
74,607
|
|
|
$
|
148,690
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||
Current:
|
|
|
|
|
|
|||||||||
United States
|
$
|
10,699
|
|
|
$
|
(2,469
|
)
|
|
$
|
17,257
|
|
|||
Other countries
|
9,508
|
|
|
16,533
|
|
|
14,629
|
|
||||||
State and provincial
|
725
|
|
|
600
|
|
|
1,979
|
|
||||||
Total current
|
20,932
|
|
|
14,664
|
|
|
33,865
|
|
||||||
Deferred:
|
|
|
|
|
|
|||||||||
United States
|
(2,948
|
)
|
|
1,844
|
|
|
(2,905
|
)
|
||||||
Other countries
|
626
|
|
|
(5,845
|
)
|
|
2,947
|
|
||||||
State and provincial
|
—
|
|
|
85
|
|
|
(149
|
)
|
||||||
Total deferred
|
(2,322
|
)
|
|
(3,916
|
)
|
|
(107
|
)
|
||||||
Income tax expense
|
$
|
18,610
|
|
|
$
|
10,748
|
|
|
$
|
33,758
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Tax at the Netherlands income tax rate
|
$
|
25,427
|
|
|
$
|
18,652
|
|
|
$
|
37,173
|
|
|
International earnings taxed at rates other than
the Netherlands statutory rate
|
(12,496
|
)
|
|
(16,840
|
)
|
|
(14,066
|
)
|
||||
Non-deductible expenses
|
7,006
|
|
|
2,936
|
|
|
2,832
|
|
||||
Change in valuation allowance
|
(1,744
|
)
|
|
(899
|
)
|
|
3,625
|
|
||||
State and provincial taxes
|
829
|
|
|
600
|
|
|
1,133
|
|
||||
Adjustments of prior year taxes
|
(4,272
|
)
|
|
2,412
|
|
|
483
|
|
||||
Adjustments of income tax reserves
|
1,869
|
|
|
(604
|
)
|
|
(1,205
|
)
|
||||
Foreign exchange
|
(1,792
|
)
|
|
3,381
|
|
|
4,358
|
|
||||
Accrued withholding taxes
|
3,067
|
|
|
246
|
|
|
(247
|
)
|
||||
Other
|
716
|
|
|
864
|
|
|
(328
|
)
|
||||
Income tax expense
|
$
|
18,610
|
|
|
$
|
10,748
|
|
|
$
|
33,758
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits at January 1,
|
$
|
8,557
|
|
|
$
|
9,964
|
|
|
$
|
11,747
|
|
Tax positions, current period
|
3,472
|
|
|
983
|
|
|
1,044
|
|
|||
Tax positions, prior period
|
180
|
|
|
83
|
|
|
(640
|
)
|
|||
Settlements with taxing authorities
|
(1,154
|
)
|
|
(1,657
|
)
|
|
(1,371
|
)
|
|||
Lapse of applicable statute of limitations
|
(931
|
)
|
|
(816
|
)
|
|
(816
|
)
|
|||
Unrecognized tax benefits at December 31,
|
$
|
10,124
|
|
|
$
|
8,557
|
|
|
$
|
9,964
|
|
|
2017
|
|
2016
|
||||
Projected Benefit Obligation:
|
|
|
|
|
|||
Projected benefit obligation at beginning of year
|
$
|
56,082
|
|
|
$
|
50,759
|
|
Service cost
|
1,494
|
|
|
1,456
|
|
||
Interest cost
|
1,121
|
|
|
1,329
|
|
||
Benefits paid
|
(1,212
|
)
|
|
(1,139
|
)
|
||
Administrative expenses
|
(35
|
)
|
|
(31
|
)
|
||
Actuarial (gain) loss, net
|
(1,005
|
)
|
|
5,225
|
|
||
Unrealized (gain) loss on foreign exchange
|
6,953
|
|
|
(1,517
|
)
|
||
Projected benefit obligation at end of year
|
$
|
63,398
|
|
|
$
|
56,082
|
|
|
|
|
|
||||
Fair Value of Plan Assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
46,134
|
|
|
$
|
41,116
|
|
Increase in plan asset value
|
919
|
|
|
6,328
|
|
||
Employer contributions
|
1,595
|
|
|
1,118
|
|
||
Benefits paid
|
(1,212
|
)
|
|
(1,139
|
)
|
||
Administrative expenses
|
(35
|
)
|
|
(31
|
)
|
||
Unrealized gain (loss) on foreign exchange
|
5,744
|
|
|
(1,258
|
)
|
||
Fair value of plan assets at end of year
|
$
|
53,145
|
|
|
$
|
46,134
|
|
|
|
|
|
||||
Under-funded status of the plan at end of the year
|
$
|
(10,253
|
)
|
|
$
|
(9,948
|
)
|
|
|
|
|
||||
Accumulated Benefit Obligation
|
$
|
56,035
|
|
|
$
|
47,980
|
|
|
2017
|
|
2016
|
Weighted average assumed discount rate
|
2.00%
|
|
1.90%
|
Expected long-term rate of return on plan assets
|
2.00%
|
|
1.90%
|
Weighted average rate of compensation increase
|
2.90%
|
|
2.75%
|
|
2017
|
|
2016
|
||||
Deferred tax asset
|
$
|
2,564
|
|
|
$
|
2,328
|
|
Other long-term liabilities
|
10,253
|
|
|
9,948
|
|
||
Accumulated other comprehensive loss
|
(8,162
|
)
|
|
(9,169
|
)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Service cost
|
$
|
1,494
|
|
|
$
|
1,456
|
|
|
$
|
1,787
|
|
Interest cost
|
1,121
|
|
|
1,329
|
|
|
1,192
|
|
|||
Expected return on plan assets
|
(950
|
)
|
|
(1,117
|
)
|
|
(986
|
)
|
|||
Unrecognized pension asset, net
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||
Prior service cost
|
(77
|
)
|
|
(81
|
)
|
|
(85
|
)
|
|||
Unrecognized net actuarial loss
|
440
|
|
|
593
|
|
|
727
|
|
|||
Net periodic pension cost
|
$
|
2,028
|
|
|
$
|
2,180
|
|
|
$
|
2,539
|
|
2018
|
$
|
1,362
|
|
2019
|
$
|
1,419
|
|
2020
|
$
|
1,507
|
|
2021
|
$
|
1,572
|
|
2022
|
$
|
1,691
|
|
Succeeding five years
|
$
|
9,808
|
|
2018
|
$
|
15,077
|
|
2019
|
10,732
|
|
|
2020
|
8,233
|
|
|
2021
|
5,997
|
|
|
2022
|
4,974
|
|
|
Thereafter
|
16,247
|
|
|
Total commitments
|
$
|
61,260
|
|
|
2017
|
|
2016
|
||||
Prior service cost
|
$
|
541
|
|
|
$
|
600
|
|
Unrecognized net actuarial loss and foreign exchange
|
(8,703
|
)
|
|
(9,769
|
)
|
||
Fair value of derivatives
|
(191
|
)
|
|
(659
|
)
|
||
Total Accumulated other comprehensive (loss)
|
$
|
(8,353
|
)
|
|
$
|
(9,828
|
)
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
|||
Non-vested at December 31, 2016
|
545,614
|
|
|
$
|
110.11
|
|
Granted
|
203,512
|
|
|
101.97
|
|
|
Vested
|
(191,022
|
)
|
|
114.11
|
|
|
Forfeited
|
(21,354
|
)
|
|
114.89
|
|
|
Non-vested at December 31, 2017
|
536,750
|
|
|
$
|
105.42
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cost of product sales and services
|
$
|
8,879
|
|
|
$
|
10,073
|
|
|
$
|
10,126
|
|
General and administrative
|
14,063
|
|
|
12,006
|
|
|
11,153
|
|
|||
Total stock-based compensation expense
|
$
|
22,942
|
|
|
$
|
22,079
|
|
|
$
|
21,279
|
|
|
Fair Value of Derivatives
|
|
||||||
|
December 31, 2017
|
|
December 31, 2016
|
Balance Sheet Classification
|
||||
Derivatives designated as hedges:
|
|
|
|
|
||||
5 yr Interest Rate Swap
|
$
|
(70
|
)
|
|
$
|
211
|
|
Other Liabilities
|
10 yr Interest Rate Swap
|
492
|
|
|
835
|
|
Other Liabilities
|
||
|
$
|
422
|
|
|
$
|
1,046
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
Income Statement Classification
|
||||
Derivatives designated as hedges:
|
|
|
|
|
||||
5 yr Interest Rate Swap
|
$
|
165
|
|
|
$
|
316
|
|
Interest Expense
|
10 yr Interest Rate Swap
|
361
|
|
|
513
|
|
Interest Expense
|
||
|
$
|
526
|
|
|
$
|
829
|
|
|
|
Fair Value Measurement at December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation assets
(1)
|
$
|
46,145
|
|
|
$
|
—
|
|
|
$
|
46,145
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan
|
$
|
37,280
|
|
|
$
|
—
|
|
|
$
|
37,280
|
|
|
$
|
—
|
|
5 year interest rate swap
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|
—
|
|
||||
10 year interest rate swap
|
492
|
|
|
—
|
|
|
492
|
|
|
—
|
|
||||
|
$
|
37,702
|
|
|
$
|
—
|
|
|
$
|
37,702
|
|
|
$
|
—
|
|
|
|
For the Years Ended December 31,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||
Sale of assets
|
|
$
|
(346
|
)
|
|
$
|
(618
|
)
|
|
$
|
(408
|
)
|
|
Results of non-consolidated subsidiaries
|
|
(332
|
)
|
|
(506
|
)
|
|
(383
|
)
|
||||
Foreign exchange
|
|
916
|
|
|
1,832
|
|
|
4,507
|
|
||||
Interest income
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
||||
Rents and royalties
|
|
(454
|
)
|
|
(420
|
)
|
|
(484
|
)
|
||||
Other, net
|
|
(477
|
)
|
|
(632
|
)
|
|
493
|
|
||||
Total other (income) expense, net
|
|
$
|
(693
|
)
|
|
$
|
(344
|
)
|
|
$
|
3,669
|
|
|
For the Years Ended December 31,
|
|||||||||||
(Gains) losses by currency
|
2017
|
|
2016
|
|
2015
|
|||||||
|
British Pound
|
$
|
(92
|
)
|
|
$
|
807
|
|
|
$
|
434
|
|
|
Canadian Dollar
|
(95
|
)
|
|
(137
|
)
|
|
1,848
|
|
|||
|
Euro
|
1,413
|
|
|
(49
|
)
|
|
(908
|
)
|
|||
|
Indonesian Rupiah
|
78
|
|
|
37
|
|
|
315
|
|
|||
|
Russian Ruble
|
(161
|
)
|
|
160
|
|
|
(45
|
)
|
|||
|
Other currencies, net
|
(227
|
)
|
|
1,014
|
|
|
2,863
|
|
|||
Total (gain) loss, net
|
$
|
916
|
|
|
$
|
1,832
|
|
|
$
|
4,507
|
|
•
|
Reservoir Description
: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples to increase production and improve recovery of oil and gas from our clients' reservoirs. We provide laboratory-based analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry. We also provide proprietary and joint industry studies based on these types of analyses.
|
•
|
Production Enhancement
: Includes services and products relating to reservoir well completions, perforations, stimulations and production. We provide integrated diagnostic services to evaluate and monitor the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.
|
|
Reservoir Description
|
|
Production Enhancement
|
|
Corporate & Other
(1)
|
|
Consolidated
|
|||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|||||||||
Revenues from unaffiliated clients
|
$
|
415,220
|
|
|
$
|
244,589
|
|
|
$
|
—
|
|
|
$
|
659,809
|
|
|
Inter-segment revenues
|
294
|
|
|
1,185
|
|
|
(1,479
|
)
|
|
—
|
|
|||||
Segment operating income (loss)
|
66,500
|
|
|
46,459
|
|
|
(519
|
)
|
|
112,440
|
|
|||||
Total assets (at end of period)
|
320,569
|
|
|
206,389
|
|
|
57,854
|
|
|
584,812
|
|
|||||
Capital expenditures
|
10,406
|
|
|
6,819
|
|
|
1,550
|
|
|
18,775
|
|
|||||
Depreciation and amortization
|
17,972
|
|
|
4,851
|
|
|
2,117
|
|
|
24,940
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|||||||||
Revenues from unaffiliated clients
|
$
|
426,205
|
|
|
$
|
168,536
|
|
|
$
|
—
|
|
|
$
|
594,741
|
|
|
Inter-segment revenue
|
784
|
|
|
877
|
|
|
(1,661
|
)
|
|
—
|
|
|||||
Segment operating income (loss)
|
78,881
|
|
|
7,198
|
|
|
100
|
|
|
86,179
|
|
|||||
Total assets (at end of period)
|
316,801
|
|
|
195,104
|
|
|
61,147
|
|
|
573,052
|
|
|||||
Capital expenditures
|
8,220
|
|
|
2,298
|
|
|
838
|
|
|
11,356
|
|
|||||
Depreciation and amortization
|
18,494
|
|
|
5,856
|
|
|
2,522
|
|
|
26,872
|
|
SEGMENT BREAKDOWN BETWEEN SERVICES /
PRODUCT SALES
|
For the Years Ended December 31,
|
|||||||||||
2017
|
|
2016
|
|
2015
|
||||||||
Reservoir Description Services
|
$
|
393,742
|
|
|
$
|
400,034
|
|
|
$
|
487,202
|
|
|
Production Enhancement Services
|
87,776
|
|
|
70,225
|
|
|
124,752
|
|
||||
Total Revenue - Services
|
$
|
481,518
|
|
|
$
|
470,259
|
|
|
$
|
611,954
|
|
|
|
|
|
|
|
|
|||||||
Reservoir Description Product sales
|
$
|
21,478
|
|
|
$
|
26,171
|
|
|
$
|
27,643
|
|
|
Production Enhancement Product sales
|
156,813
|
|
|
98,311
|
|
|
157,923
|
|
||||
Total Revenue - Product sales
|
$
|
178,291
|
|
|
$
|
124,482
|
|
|
$
|
185,566
|
|
|
|
|
|
|
|
|
|||||||
Total Revenue
|
$
|
659,809
|
|
|
$
|
594,741
|
|
|
$
|
797,520
|
|
|
|
|
Quarter ended 2017
|
||||||||||||||
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||
Services and product sales revenue
|
|
$
|
171,852
|
|
|
$
|
166,247
|
|
|
$
|
163,903
|
|
|
$
|
157,807
|
|
|
Cost of services and product sales
|
|
121,660
|
|
|
120,890
|
|
|
117,118
|
|
|
114,572
|
|
|||||
Other operating expenses
|
|
17,814
|
|
|
17,881
|
|
|
17,378
|
|
|
20,056
|
|
|||||
Operating income
|
|
32,378
|
|
|
27,476
|
|
|
29,407
|
|
|
23,179
|
|
|||||
Interest expense
|
|
2,717
|
|
|
2,707
|
|
|
2,692
|
|
|
2,618
|
|
|||||
Income before income tax expense
|
|
29,661
|
|
|
24,769
|
|
|
26,715
|
|
|
20,561
|
|
|||||
Income tax expense
|
|
8,009
|
|
|
3,716
|
|
|
4,006
|
|
|
2,879
|
|
|||||
Net income
|
|
21,652
|
|
|
21,053
|
|
|
22,709
|
|
|
17,682
|
|
|||||
Net income (loss) attributable to non-controlling interest
|
|
(39
|
)
|
|
(33
|
)
|
|
19
|
|
|
24
|
|
|||||
Net income attributable to Core Laboratories N.V.
|
|
$
|
21,691
|
|
|
$
|
21,086
|
|
|
$
|
22,690
|
|
|
$
|
17,658
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Per share information:
|
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per share
(1)
|
|
$
|
0.49
|
|
|
$
|
0.48
|
|
|
$
|
0.51
|
|
|
$
|
0.40
|
|
|
Diluted earnings per share
(1)
|
|
$
|
0.49
|
|
|
$
|
0.48
|
|
|
$
|
0.51
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
44,147
|
|
|
44,141
|
|
|
44,164
|
|
|
44,159
|
|
|||||
Diluted
|
|
44,276
|
|
|
44,332
|
|
|
44,374
|
|
|
44,347
|
|
|
|
|
Quarter ended 2016
|
||||||||||||||
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||
Services and product sales revenue
|
|
$
|
149,542
|
|
|
$
|
143,483
|
|
|
$
|
148,069
|
|
|
$
|
153,647
|
|
|
Cost of services and product sales
|
|
112,678
|
|
|
107,153
|
|
|
109,999
|
|
|
112,814
|
|
|||||
Other operating expenses
|
|
15,340
|
|
|
14,842
|
|
|
17,843
|
|
|
17,893
|
|
|||||
Operating income
|
|
21,524
|
|
|
21,488
|
|
|
20,227
|
|
|
22,940
|
|
|||||
Interest expense
|
|
2,548
|
|
|
2,569
|
|
|
3,021
|
|
|
3,434
|
|
|||||
Income before income tax expense
|
|
18,976
|
|
|
18,919
|
|
|
17,206
|
|
|
19,506
|
|
|||||
Income tax expense
|
|
3,607
|
|
|
2,081
|
|
|
671
|
|
|
4,389
|
|
|||||
Net income
|
|
15,369
|
|
|
16,838
|
|
|
16,535
|
|
|
15,117
|
|
|||||
Net income attributable to non-controlling interest
|
|
(90
|
)
|
|
108
|
|
|
(89
|
)
|
|
35
|
|
|||||
Net income attributable to Core Laboratories N.V.
|
|
$
|
15,459
|
|
|
$
|
16,730
|
|
|
$
|
16,624
|
|
|
$
|
15,082
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Per share information:
|
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per share
(1)
|
|
$
|
0.35
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.36
|
|
|
Diluted earnings per share
(1)
|
|
$
|
0.35
|
|
|
$
|
0.38
|
|
|
$
|
0.38
|
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
44,147
|
|
|
44,110
|
|
|
43,297
|
|
|
42,380
|
|
|||||
Diluted
|
|
44,326
|
|
|
44,320
|
|
|
43,505
|
|
|
42,520
|
|
(1)
|
The sum of the individual quarterly earnings per share amounts may not agree with the year-to-date earnings per share amounts as each quarterly computation is based on the weighted average number of common shares outstanding during that period.
|
|
|
Balance at Beginning of Period
|
|
Additions Charged to / Recovered from Expense
|
|
Write-offs
|
|
Other
(1)
|
|
Balance at End of Period
|
|||||||||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserve for doubtful accounts
|
|
$
|
3,139
|
|
|
$
|
(202
|
)
|
|
$
|
(428
|
)
|
|
$
|
81
|
|
|
$
|
2,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserve for doubtful accounts
|
|
$
|
4,136
|
|
|
$
|
(18
|
)
|
|
$
|
(999
|
)
|
|
$
|
20
|
|
|
$
|
3,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserve for doubtful accounts
|
|
$
|
3,397
|
|
|
$
|
2,592
|
|
|
$
|
(1,442
|
)
|
|
$
|
(411
|
)
|
|
$
|
4,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
(1) Comprised primarily of differences due to changes in exchange rate.
|
Name
|
|
Legal Seat
|
|
Ownership %
|
Core Laboratories Australia PTY LTD
|
|
Perth, Australia
|
|
100%
|
Core Laboratories Canada Ltd.
|
|
Alberta, Canada
|
|
100%
|
Core Laboratories International B.V.
|
|
Amsterdam, The Netherlands
|
|
100%
|
Core Laboratories LP
|
|
Delaware, United States
|
|
100%
|
Core Laboratories Malaysia SDN BHD
|
|
Kuala Lumpur, Malaysia
|
|
100%
|
Core Laboratories Sales N.V.
|
|
Willemstad, Curacao
|
|
100%
|
Core Laboratories (U.K.) Limited
|
|
London, United Kingdom
|
|
100%
|
Owen Oil Tools LP
|
|
Delaware, United States
|
|
100%
|
Core Lab de Mexico S.A. de C.V.
|
|
Mexico City, Mexico
|
|
100%
|
Saybolt Belgium N.V.
|
|
Antwerp, Belgium
|
|
100%
|
Saybolt LP
|
|
Delaware, United States
|
|
100%
|
Saybolt Nederland B.V.
|
|
Rotterdam, The Netherlands
|
|
100%
|
Saybolt (Singapore) PTE LTD
|
|
Singapore, Singapore
|
|
100%
|
Stim-Lab, Inc.
|
|
Oklahoma, United States
|
|
100%
|
JSC Petroleum Analysts
|
|
Moscow, Russian Federation
|
|
100%
|
Exhibit No.
|
|
Exhibit Title
|
|
Incorporated by Reference from the Following Documents
|
3.1
|
|
|
Filed Herewith
|
|
|
|
|
|
|
10.1
|
|
|
Proxy Statement dated March 19, 2014 for Annual Meeting of Shareholders (File No. 001-14273)
|
|
|
|
|
|
|
10.2
|
|
|
Proxy Statement dated March 19, 2014 for Annual Meeting of Shareholders (File No. 001-14273)
|
|
|
|
|
|
|
10.3
|
|
Form of Indemnification Agreement to be entered into by the Company and certain of its directors and officers (1)
|
|
Form F-1, September 1, 1995 (File No. 000-26710)
|
|
|
|
|
|
10.4
|
|
|
Form 10-K, March 31, 1998 (File No. 000-26710)
|
|
|
|
|
|
|
10.5
|
|
|
Form 10-Q, August 16, 1999 (File No. 001-14273)
|
|
|
|
|
|
|
10.6
|
|
|
Form 10-Q, August 16, 1999 (File No. 001-14273)
|
|
|
|
|
|
|
10.7
|
|
|
Form 10-Q, May 15, 2003 (File No. 001-14273)
|
|
|
|
|
|
10.8
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.9
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.10
|
|
|
Form 10-K, February 22, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.11
|
|
|
Proxy Statement dated May 17, 2006 for Annual Meeting of Shareholders (File No. 001-14273)
|
|
|
|
|
|
|
10.12
|
|
|
Form 10-K, February 20, 2007 (File No. 001-14273)
|
|
|
|
|
|
|
10.13
|
|
|
Form 10-K, February 20, 2007 (File No. 001-14273)
|
|
|
|
|
|
|
10.14
|
|
|
Form 10-Q, April 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.15
|
|
|
Form 10-Q, April 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.16
|
|
|
Form 10-Q, April 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.17
|
|
|
Form 10-Q, April 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.18
|
|
|
Form 10-Q, April 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.19
|
|
|
Form 10-Q, April 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.20
|
|
|
Form 8-K, March 7, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.21
|
|
|
Form 8-K, August 29, 2014 (File No. 001-14273)
|
|
|
|
|
|
|
10.22
|
|
|
Form 8-K, March 16, 2015 (File No. 001-14273)
|
|
|
|
|
|
|
10.23
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.24
|
|
|
Form 10-K, February 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.25
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.26
|
|
|
Form 10-K, February 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.27
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.28
|
|
|
Form 10-K, February 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.29
|
|
|
Form 8-K, September 30, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
21.1
|
|
|
Filed Herewith
|
|
|
|
|
|
|
23.1
|
|
|
Filed Herewith
|
|
|
|
|
|
|
23.2
|
|
|
Filed Herewith
|
|
|
|
|
|
|
31.1
|
|
|
Filed Herewith
|
|
|
|
|
|
|
31.2
|
|
|
Filed Herewith
|
|
|
|
|
|
|
32.1
|
|
|
Furnished Herewith
|
|
|
|
|
|
|
32.2
|
|
|
Furnished Herewith
|
|
|
|
|
|
|
101.INS
|
|
|
Filed Herewith
|
|
|
|
|
|
|
101.SCH
|
|
|
Filed Herewith
|
|
|
|
|
|
|
101.CAL
|
|
|
Filed Herewith
|
|
|
|
|
|
|
101.LAB
|
|
|
Filed Herewith
|
|
|
|
|
|
101.PRE
|
|
|
Filed Herewith
|
|
|
|
|
|
|
101.DEF
|
|
|
Filed Herewith
|
|
|
|
|
|
|
(1) Management contracts or compensatory plans or arrangements.
|
a.
|
the company
: the legal entity to which these Articles of Association appertain;
|
b.
|
the board of management
: the management board of the company;
|
c.
|
the board of supervisory directors
: the board of supervisory directors of the company;
|
d.
|
rights attached to depositary receipts for shares
: the rights which the (Dutch) Civil Code grants to holders of depositary receipts for shares which have been issued with the cooperation of a company;
|
e.
|
persons entitled to attend meetings
: the company's shareholders, usufructuaries and pledgees holding the rights attached to depositary receipts for shares of the company;
|
f.
|
the general meeting
: either the body that comprises the voting shareholders of the company and other persons within the company entitled to vote or the meeting of persons entitled to attend meetings of the shareholders of the company;
|
g.
|
the meeting of holders of shares of a special class
: either the body that comprises the persons holding the voting rights over shares of a special class or the meeting of persons holding the voting rights over shares of a special class;
|
h.
|
distributable reserves
: that part of the company's equity which exceeds the sum of the paid and called-up capital and the reserves which have to be maintained by virtue of the law and/or these Articles of Association;
|
i.
|
annual accounts
: the balance sheet, the profit and loss account and explanatory notes to these documents;
|
j.
|
subsidiary
: a legal entity
|
k.
|
group company
: a legal entity with which the company is structurally associated into an economic unity.
|
1.
|
The name of the company is:
Core Laboratories N.V.
.
|
2.
|
It has its corporate seat at Amsterdam.
|
3.
|
The company shall continue to exist for an indefinite period of time.
|
1.
|
the acquisition, possession, administration, sale, exchange, transfer and investment in and disposal of shares, bonds, funds, order documents, evidences of indebtedness and other securities, the borrowing of money and the issuance of documents evidencing indebtedness therefor, as well as the lending of money;
|
2.
|
the granting of suretyships for the fulfilment of obligations of the company or of third parties;
|
3.
|
The acquisition of:
|
4.
|
the acquisition, possession, disposal, administration, development, lease, letting, mortgaging or in general the encumbrance of real property and any right to or interest in real property;
|
5.
|
the trading in, including wholesale, distributive and future trade, the manufacturing, as well as the import and export of raw materials, minerals, metals, organic materials, semi-finished products and finished products of whatever nature and under whatever name;
|
6.
|
the acting as a holding company;
|
7.
|
the participation in and the management and joint management of other companies and enterprises; and
|
8.
|
the performance of everything connected with the foregoing in the widest sense of the word.
|
1.
|
The authorised share capital of the company amounts to four million one hundred twenty thousand euros (EUR 4,120,000.--), divided into two hundred million (200,000,000) ordinary shares and six million (6,000,000) preference shares, each with a nominal value of two eurocents (EUR 0.02).
|
2.
|
The common shares and the preference shares shall be in registered form only. No share certificates shall be issued.
|
3.
|
Where in these Articles of Association the terms shares and/or shareholders are used without any further specification, these terms shall refer to the common shares and the preference shares and holders of such shares respectively.
|
4.
|
The company shall not co-operate with the issuance of depositary receipts in respect of its shares.
|
5.
|
Each outstanding preference share may be converted by the holder thereof into a common share on such terms and conditions as shall be determined by the board of supervisory directors at the time the preference shares are issued. At conversion, the preference share concerned shall acquire all characteristics of a common share. Conversion shall not take place if and insofar as the number of outstanding common shares would exceed the number of common shares referred to in paragraph 1 of this article.
|
1.
|
Shares that have not yet been issued shall, up to the amount of the authorized capital, with due observance of the provisions of the (Dutch) Civil Code, be capable of being issued by virtue of a resolution of the board of supervisory directors. The authority or the board of supervisory directors, as referred to in the preceding sentence, shall terminate five years after the date of execution of this deed, unless the general meeting has extended such authority.
|
2.
|
In case the board of supervisory directors no longer has the authority referred to in paragraph 1 of this Article, any resolution to issue shares shall require the prior approval of the board of supervisory directors.
|
3.
|
Any resolution to issue shares shall stipulate the terms and conditions of issuance.
|
1.
|
Except as provided below, in the event of the issue of new common shares, each holder of common shares shall have a pre-emptive right to subscribe to such shares pro rata to his existing holding of such shares. No pre-emptive rights are attached to shares issued to employees of the company or employees of a group company. Shareholders shall furthermore have no pre-emptive right in respect of shares issued for a non-cash contribution.
|
2.
|
Pre-emptive rights can, with due observance of the relevant provisions of the (Dutch) Civil Code, be restricted or excluded by virtue of a resolution of the board of supervisory directors. The provisions in article 5, paragraph 1, second sentence, and article 5, paragraph 2 shall mutatis mutandis apply.
|
3.
|
The company shall announce the issue of shares to which pre-emptive rights are attached and the period in which that right is capable of being exercised in a written notification to all the shareholders sent to the addresses set forth in the register of shareholders within fourteen days of such a resolution being passed. Pre-emption rights with respect to an issue shall be capable of being exercised only during the four weeks after the day the announcement relating to such issue has been sent out.
|
4.
|
The provisions in article 5 and in this article shall apply as well to the granting of rights to subscribe for shares (other than rights granted to employees of the company or employees of a group company) within the meaning of Article 2:96A of the (Dutch) Civil Code.
|
1.
|
The full nominal amount of the shares must be paid in on issue. It may be stipulated though that a part of the nominal amount of the preference shares, not exceeding three quarters thereof, needs only be paid after the company has called it in. If a share is subscribed for at a higher price, the balance of these amounts must be paid in on issue.
|
2.
|
Payment for a share must be made in cash insofar as no other manner of payment has been agreed on. Payment in foreign currency can be made only with the approval of the company, which approval shall be deemed given upon acceptance of foreign currency by the company.
|
3.
|
Neither the company, nor any of its subsidiaries shall be allowed to grant security, provide a quotation guarantee, to guarantee in any other way or to bind itself jointly or severally with or for others with a view to the subscription or acquisition of shares or depositary receipts for shares in the company by others.
|
1.
|
Upon any issue of shares the company cannot subscribe for its shares.
|
2.
|
The company may acquire fully-paid shares in its own capital but only with due observance of the provisions in Article 2:98 of the (Dutch) Civil Code and furthermore with the authorization of the board of management for such acquisition by the general meeting. Such authorization shall be valid for not more than eighteen months. The general meeting must specify in the authorization the number of shares which may be acquired, the manner in which they may be acquired and the limits within which the price must be set.
|
3.
|
No authorization, as referred to in paragraph 2, shall be required for any acquisition by the company of its own shares for the purpose of transferring the same to employees of the company or of a group company under a scheme applicable to such employees. The provision in article 2:98, paragraph 5 of the (Dutch) Civil Code shall be applicable to any such acquisition.
|
4.
|
Alienation of shares held by the company in its own capital shall be effected only in pursuance of a resolution of the board of supervisory directors. Upon taking the resolution to alienate such shares, the terms and conditions of such alienation shall also be determined by the board of supervisory directors.
|
1.
|
The general meeting shall, upon a proposal thereto by the board of supervisory directors, have power to pass a resolution to reduce the issued share capital either by cancelling shares or by reducing the par value of the shares by means of an amendment to the company's Articles of Association but only with due observance of the provisions in article 2:99 of the (Dutch) Civil Code.
|
2.
|
A resolution to cancel shares may only relate (i) to shares which the company holds in its own share capital or of which it holds the depositary receipts, (ii) to preference shares which may be cancelled on redemption or (iii) to the balloted preference shares that may be balloted for redemption by the board of management.
|
3.
|
Partial repayment on shares or exemption from the obligation to pay up shall only be allowed in the event of implementing a resolution to reduce the amount of the shares. Such repayment or exemption shall be allowed pro rata on all shares. The pro rata requirement may be abandoned if all shareholders consent.
|
4.
|
The notice convening a meeting at which a resolution, as mentioned in this article, is to be passed shall state
|
1.
|
The shares shall be consecutively numbered per class from 1 onwards.
|
2.
|
The board of management or a transfer agent duly authorized by it for this purpose, shall keep a register at the office of the company containing the data referred to in article 2:85 of the (Dutch) Civil Code. The register may, at the discretion of the board of management, in whole or in part, be kept in more than one copy and at more than one place.
|
3.
|
If a share, a usufruct or a right of pledge over a share forms part of undivided property to which Title 7 of Book 3 of the (Dutch) Civil Code is applicable, then the persons jointly entitled thereto - whose names, moreover, must be recorded in the register - shall only be capable of being represented vis à vis the company by one person to be appointed by them for that purpose in a written statement.
|
1.
|
The transfer of shares or the transfer or termination of usufruct on shares, or else the establishment or renunciation of usufruct or a right of pledge on shares takes place with consideration of that defined in article 2:86, or else article 2:86c of the (Dutch) Civil Code.
|
2.
|
Transfers of shares shall be registered on the records maintained by or on behalf of the company for such purpose upon compliance with such transfer procedures as may be approved by the company or such transfer agent or prescribed by applicable law.
|
1.
|
Each shareholder is entitled to create a right of usufruct or a right of pledge on or over the shares held by him in whole or in part. The shareholder shall have the voting rights for shares over which a right of usufruct or a right of pledge has been established.
|
2.
|
In deviation from the provision in the last sentence of the previous paragraph, the usufructuary or pledgee shall have the voting rights if this was agreed upon when the limited right was established and the usufructuary or pledgee is a person to whom the shares can freely be transferred in compliance with the provisions in these Articles of Association.
|
3.
|
If the usufructuary or pledgee is not such a person, he shall only be entitled to have the voting rights where these rights were granted upon creation of the limited right and this has been approved by the board of supervisory directors, which approval may be subject to conditions which shall be stated in the resolution of the board of supervisory directors whereby such granting is approved.
|
4.
|
If any other person, who is not at the same time a person to whom these Articles of Association allow the shares to be freely transferred, acquires the rights of a pledgee who is entitled to vote, he shall only be entitled to the right to vote if the transfer of the voting right has been approved by the board of supervisory directors.
|
5.
|
The approval referred to in paragraphs 3 and 4 hereof must be requested by registered letter addressed to the board of supervisory directors.
|
6.
|
Shareholders not entitled to vote and usufructuaries and pledgees entitled to vote shall have the rights attached to depositary receipts for shares.
|
1.
|
The company shall have a board of management, consisting of one or more members under the supervision of a board of supervisory directors.
|
2.
|
The number of managing directors in office shall be fixed by the board of supervisory directors.
|
3.
|
Natural as well as legal persons can hold the office of managing director.
|
4.
|
The general meeting shall appoint the managing directors for an unlimited period of time and shall at all times have power to suspend or dismiss any managing director. A resolution to appoint a managing director can only be passed upon recommendation by the board of supervisory directors. Each managing director can at all times also be suspended by the board of supervisory directors. A shareholders' resolution to suspend or dismiss a managing director must be passed by a two thirds majority of the valid votes cast representing more than half of the issued share capital. The provision in article 2:120, paragraph 3, (Dutch) Civil Code shall not be applicable.
|
5.
|
The appointment of the managing directors may result from a binding nomination, which provides for at least two persons for each vacancy to be filled, made by the board of supervisory directors within three months of such board being invited by means of a registered letter to do so by the board of management. In case no binding nomination has been made within the abovementioned period, the general meeting shall be free in its choice. The general meeting shall also be free in its choice if it deprives any nomination of its binding character in a resolution passed by at least two thirds of the valid votes cast at a meeting where more than half of the issued share capital is present or represented. The provisions in article 2:120, paragraph 3, (Dutch) Civil Code shall not be applicable.
|
6.
|
If, in the event of suspension of a managing director, after three months no resolution has been passed by the general meeting to dismiss him, the suspension shall terminate.
|
7.
|
A managing director shall be given the opportunity to account for his actions in the general meeting where his suspension or discharge is discussed and have an adviser assist him therein.
|
8.
|
The board of supervisory directors shall decide on the remuneration and the further terms and conditions of employment for each of the managing directors.
|
1.
|
The board of management shall, subject to the limitations contained in these Articles of Association, be in charge of the management of the company.
|
2.
|
If the board of management consists of more than one board member, the board of management shall appoint one of them chairman. In that case, it may also appoint a vice-chairman.
|
3.
|
The board of management shall meet whenever its chairman or two other members of that board considers this necessary. Meetings can be held both in The Netherlands and abroad. Notice of its meetings shall be given by the chairman of the board of management - stating the matters to be dealt with - and in the event of his prevention or permanent, absence by one of the other managing directors; the period of notice of the meeting being at least three days. The managing directors shall be entitled to have themselves represented by any other member of the board of management by means of an authorization in writing.
|
4.
|
The board of management shall have power to pass resolutions outside meetings as well, provided this be done (i) by unanimous vote and further in writing, by telegraph, by telefax or by telex messages or (ii) by telephone by a majority of the members of the board of management then in office and provided that all the managing directors have been consulted on the resolution to be passed and none of them objects against the applicable manner of passing a resolution.
|
5.
|
The board of management shall pass all resolutions adopted at meetings with an absolute majority of the votes of all the managing directors in office, excluding any suspended managing directors. In the event of an equal division of votes, the chairman of the board of management shall have the deciding vote.
|
6.
|
The ruling pronounced by the chairman of the board of management concerning the result of a vote, as well as the ruling concerning the contents of a resolution that has been passed, insofar as a vote was taken about a proposal other than in a written form, shall be decisive.
|
7.
|
The board of management shall require the approval of the general meeting for resolutions concerning a major change in the identity or character of the company or its business, including, in any event:
|
a.
|
the transfer of the business, or virtually the entire business, to any third party;
|
b.
|
the commencement or termination of a long-term co-operation of the company or a subsidiary thereof with another legal entity or partnership, or participation as a general partner with full liability in a limited partnership (
commanditaire vennootschap
) or general partnership (
vennootschap onder firma
), if such a co-operation or participation, or the termination thereof, is of far-reaching significance for the company;
|
8.
|
Furthermore, the board of management shall need the approval of the board of supervisory directors for such management decisions as the latter board shall have decided upon by means of a resolution passed especially for this purpose of which it has informed the board of management.
|
9.
|
The absence of the approval required in accordance with paragraphs 7 and 8 of this article and paragraph 3 of article 15 shall not affect the powers of representation of the board of management or of the managing directors.
|
10.
|
The board of management shall have the obligation to act in pursuance of the directions of the board of supervisory directors regarding the general outlines of the financial, social and economic policies and regarding personnel management within the company.
|
11.
|
In the event of the prevention or permanent absence of one or more managing directors the remaining managing director(s) shall be in charge of the entire management of the company; in the event of the prevention or permanent absence of all the managing directors or of the sole managing director there must at all times be a person, who has been appointed for that purpose by the board of supervisory directors, to be in that event temporarily in charge of the management of the company.
|
12.
|
The members of the board of management shall have the obligation to attend the general meetings, unless the general meeting should decide otherwise; in the general meetings their role will be an advisory one.
|
1.
|
The board of management shall represent the company. The company can also be represented by each managing director acting alone.
|
2.
|
If a managing director has an interest that conflicts with that of the company, the board of management as well as each managing director shall nevertheless be able to represent the company, provided this is done in compliance with the provisions of these Articles of Association.
|
1.
|
The company shall have a board of supervisory directors consisting of one or more natural persons.
|
2.
|
The number of supervisory directors in office shall be fixed by the board of supervisory directors.
|
3.
|
If the board of supervisory directors consists of three, four or five members, then the board of supervisory directors itself may appoint one member of the board of supervisory directors. If the board of supervisory directors consists of six or more members, the board of supervisory directors itself may appoint two members. The board of supervisory directors shall only be entitled to effect any of the appointments as described in the preceding two sentences of this paragraph in case of death, resignation or dismissal of a member of the board of supervisory directors without the general meeting having appointed a successor. Each of the above appointments will lapse as soon as the general meeting has appointed a successing member of the board of supervisory directors in accordance with the following provisions of this paragraph. The board of supervisory directors shall at all times be empowered to suspend or dismiss each member of the board of supervisory directors appointed by it. The general meeting shall appoint all other supervisory directors with due observance of and in the way as provided in article 13, paragraph 5 and shall at all times be empowered to suspend or dismiss any such supervisory director with due observance of the provisions in article 13, paragraph 4. A resolution to appoint a supervisory director can only be passed upon
|
4.
|
The general meeting of shareholders shall determine the remuneration of the supervisory directors. Any reasonable expenses incurred by supervisory directors in this capacity shall be refunded to them. The notes to the annual accounts shall contain full and detailed information on the amount and structure of the remuneration of individual supervisory directors. No personal loans can be granted to the member of the management board unless it is in the normal conduct of the company and the supervisory board has given its approval.
|
5.
|
It shall be the duty of the board of supervisory directors to exercise supervision over the board of management's conduct of affairs and over the general course of business in the company and the business enterprise connected with it. It shall offer advice to the board of management. In discharging their duties the board of supervisory directors shall have regard for the interests of the company and the business enterprise connected with it.
|
6.
|
The board of management shall supply all such information regarding the af fairs of the company to any one of the supervisory directors who should require this. The board of supervisory directors shall have power to examine all books, documents and correspondence of the company and to take cognizance of all acts that have taken place; each supervisory director shall have access to all buildings and sites that are being used by the company.
|
7.
|
The board of supervisory directors shall be entitled to ask the assistants of experts in the exercise of its duties for account of the company. In addition, the board of supervisory directors may appoint advisors to the company, without regard to any age limitation, and may grant to such advisors the title of honorary member of the board of supervisory directors or any other title it may resolve upon. The board of supervisory directors shall appoint a secretary, who needs not be a member of such board, and make arrangements for his substitution in case of his absences at meetings of such board. The secretary shall keep minutes of the proceedings at meetings of the board of supervisory directors. The minutes shall be adopted at the same or in a subsequent meeting and shall be signed by the chairman and the secretary as evidence thereof.
|
8.
|
If the board of supervisory directors consists of more than one board member, the board of supervisory directors shall appoint one of them chairman. In that case, it may also appoint a vice-chairman. The board of supervisory directors shall furthermore be empowered to appoint one or more of them to be primarily in charge of the day-to-day supervision of the board of management.
|
9.
|
The board of supervisory directors shall meet whenever its chairman or two other members of that board considers this necessary. Meetings can be held both in The Netherlands and abroad. Notice of its meetings shall be given by the chairman of the board of supervisory directors - stating the matters to be dealt with - and in the event of his prevention or permanent absence by one of the other supervisory directors; the period of notice of the meeting being at least eight days. The supervisory directors shall be entitled to have themselves represented by any other member of the board of supervisory directors by means of an authorization in writing.
|
10
|
The board of supervisory directors shall have power to pass resolutions outside meetings as well, provided this be done (i) by unanimous vote and further in writing, by telegraph, by telefax or by telex messages or (ii) by telephone by a majority of the members of the board of supervisory directors then in office and provided that all the supervisory directors have been consulted on the resolution to be passed and none of them objects against the applicable manner of passing a resolution.
|
11.
|
The board of supervisory directors shall pass its resolutions adopted at meetings with an absolute majority of the votes of all the supervisory directors in office, excluding any suspended supervisory directors.
|
12.
|
The ruling pronounced by the chairman of the board of supervisory directors regarding the outcome of a vote as well as the ruling concerning the contents of a resolution passed by the board of supervisory directors, provided that a vote has been held about a proposal not recorded in writing, shall be decisive.
|
13.
|
All resolutions of the board of supervisory directors, including those passed outside meetings, shall be entered into a register of minutes.
|
14.
|
When the company wants to establish proof of any resolution of the board of supervisory directors, the signature of one member of that board on the document in which the resolution is contained, shall suffice.
|
15.
|
A supervisory director may be appointed to the supervisory board for a three-year term. With due observance of the first sentence, each supervisory director shall be eligible for immediate re-appointment. The supervisory board shall draw up a retirement rota in order to avoid, as far as possible, a situation in which re-appointments occur simultaneously. The rota shall be made available and shall, in any event, be put on the company's website.
|
16.
|
If for any reason whatsoever one or more supervisory directors are permanently absent, then the remaining supervisory directors shall, as long as at least one supervisory director is in office, constitute a body capable of acting until the vacancy(ies) has/have been filled.
|
17.
|
If there is only one supervisory director, he shall have all the powers and obligations that these Articles of Association confer and impose on the board of supervisory directors and its chairman.
|
18.
|
Supervisory directors will have an advisory vote in the general meetings of shareholders.
|
1.
|
Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, is or was or has agreed to become a supervisory or managing director of the company or is or was serving or has agreed to serve at the request of the company as a supervisory or managing director of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a supervisory or managing director of the company or in any other capacity while serving or having agreed to serve as a supervisory or managing director, shall be indemnified by the company against all expense, liability and loss (including without limitation, attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) reasonably and actually incurred or suffered by such person in connection therewith.
|
2.
|
Such indemnification shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors of his or her last will and testament, and the administrators of his estate.
|
3.
|
If the damage was caused by seriously culpable conduct (which the parties intend to be functionally the same as “gross negligence or wilful misconduct” standards used in New York state law which, while not superseding the Dutch law governing the relationship between Dutch companies and the directors thereof, reflects the parties' intent as to the principles which, in the absence of clear Dutch law to the contrary, should be used for purposes of this indemnity) on the part of the relevant supervisory director or managing director, no right to indemnification shall exist.
|
4.
|
The right to indemnification shall include the right to be paid by the company the expenses incurred in defending any such proceeding in advance of its final disposition. The payment of such expenses incurred by a current, former or proposed supervisory or managing director in his or her capacity as a supervisory or managing director or proposed supervisory or managing director in advance of the final disposition of a proceeding, shall be made only upon delivery to the company of a written undertaking, by or on behalf of such person seeking indemnification, to repay all amounts so advanced if it shall ultimately be determined
|
5.
|
The managing or supervisory director shall not accept any liability towards third parties and not enter into a settlement agreement without the prior written consent of the company. The company and the managing or supervisory director shall use all reasonable efforts, but at the company's sole expense, to cooperate in order to agree on the defense against any action against the managing or supervisory director unless such defense is not, in the opinion of counsel to the person seeking indemnification, likely to be successful.
|
6.
|
If a written claim received by the company from or on behalf of an indemnified party under this Article 17 is not paid in full by the company within ninety days after such receipt, the claimant may at any time thereafter bring suit against the company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.
|
7.
|
The right to indemnification and the advancement and payment of expenses conferred in this Article 17 shall not be exclusive of any other right which any person may have or hereafter acquire under any law (common or statutory), provision of the Articles of Association of the company, bylaw, agreement, vote of stockholders or disinterested supervisory or managing directors or otherwise.
|
8.
|
The company may maintain insurance, at its expense, to protect itself and any person who is or was serving as a supervisory or managing director of the company or is or was serving at the request of the company as a supervisory or managing director of another company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans against any expense, liability or loss, whether or not the company would have the power to indemnify such person against such expense, liability or loss under Dutch law.
|
9.
|
If this Article 17 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the company shall nevertheless indemnify each supervisory or managing director of the company and any person who is or was serving at the request of the company as a supervisory or managing director of another company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, as to costs, charges and expenses (including without limitation, attorneys' fees, judgments, penalties or fines, and amounts paid or to be paid in settlement) with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article 17 that shall not have been invalidated and to the fullest extent permitted by applicable law.
|
10.
|
For purposes of this Article 17, reference to the “company” shall include, in addition to the company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the board of supervisory directors, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its supervisory or managing directors of such constituent company and so that any person who is or was a supervisory or managing director of such constituent company, or is or was serving at the request of such constituent company as a supervisory or managing director of another company, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall stand in the same position under the provisions of this Article 17 with respect to the resulting or surviving company as he or she would have with respect to such constituent company if its separate existence had continued.
|
11.
|
An amendment to this article shall not impair the rights of a person who was a supervisory director or managing director after the introduction of this article but before the amendment. The obligations of the company towards such persons shall remain in effect as if the article had not been amended.
|
1.
|
Not less than one general meeting shall be held each year within six months of the close of the financial year; the purpose of the meeting shall, among other things, be:
|
b.
|
to discuss whether or not to adopt the annual accounts, unless an extension of time has been granted for the preparation thereof;
|
c.
|
to determine the profit appropriation;
|
2.
|
Within three months after the board of management first had good reason to believe that the shareholders' equity of the company has decreased to an amount equal to or less than one half of the paid-up and called parts of the share capital, a general meeting shall be acting held for the purpose of discussing any measures that may have to be taken.
|
3.
|
General meetings can furthermore be convened by the shareholders with due observance of the provisions in article 2:110 of the (Dutch) Civil Code.
|
4.
|
General meetings shall be held in the place where the company has its corporate seat as contained in these Articles of Association, as well as in Delft, Rotterdam, The Hague, Utrecht or Haarlemmermeer. At a general meeting, held at a different place, valid resolutions shall also be capable of being passed if the entire issued share capital is represented.
|
5.
|
The notices of general meetings and all announcements relating to shareholders and persons with meeting rights, without prejudice to the provisions of paragraph 3 of this article, must be given by or on behalf of the board of management or the board of super-visory directors. The notices and announcements will be made with due observance of the statutory provisions (including a written notice, a through electronic means of communication transmitted readable and reproducible message or an announcement made public through electronic
|
6.
|
The notice convening a general meeting includes the time and place of the meeting and shall state the subjects to be considered and the other information required by law and these articles.
|
7.
|
If a proposal to amend the company's Articles of Association is to be dealt with, a copy of that proposal, in which the proposed amendments are stated verbatim, shall be made available for inspection to the persons who are entitled to attend meetings inter alia at the office of the company where it maintains its corporate seat, as from the day of the notice of the meeting until after the close of that meeting, and each of them shall be entitled, upon his request, to obtain a copy thereof, without charge unless such a copy is attached to the notice of the meeting.
|
8.
|
If the provisions laid down by law or by these Articles of Association in relation to giving notice of meetings, drawing up the agendas for such meetings and making available for inspection those matters which are to be dealt with have not been complied with, then valid resolutions shall nevertheless be capable of being passed, provided that the entire issued share capital be represented at the meeting in question and provided that the resolution be passed unanimously.
|
9.
|
Persons within meeting rights are those persons who (i) are shareholder or otherwise entitled to meeting rights as per the registration date, provided that (ii) the holder of the registration register has, upon request of the relevant person with meeting rights, notified the company in writing prior to the general
|
1.
|
The chairman of the board of supervisory directors shall chair the meeting. If such chairman is not present at any such meeting, the general meeting shall itself decide who is to chair the meeting. The chairman of the meeting may adopt rules and regulations relating to the conduct of such meeting.
|
2.
|
The chairman shall appoint one of those present to act as secretary whose duty it shall be to draw up the
|
3.
|
Each of the persons entitled to attend meetings shall have the right to be represented at a meeting by a proxy duly authorized in writing.
|
4.
|
The board of management may decide that each person entitled to attend meetings is entitled, in person or by written proxy, through an electronic means of communication, to participate in the general meeting, to take the floor and, to the extent applicable, to exercise voting rights. In order to participate in the general meeting pursuant to the preceding sentence it is necessary that the person entitled to attend meetings can, via the selected electronic means of communication, be identified, directly take cognisance of the matters handled in the meeting and, to the extent applicable, exercise the voting rights.
|
5.
|
The board of management may attach conditions to the use of the electronic means of communication. These conditions shall be made known in the notice of the meeting.
|
6.
|
The board of management may decide that votes cast electronically prior to the
|
1.
|
Each common share and each preference share entitles the holder thereof to cast one (1) vote.
|
2.
|
At general meetings the company shall not be capable of casting votes for shares in its own share capital which are held by itself or by one of its subsidiaries; nor shall it be capable of doing so for shares in its own share capital of which the company or one of its subsidiaries holds the depositary receipts for shares. Usufructuaries and pledgees of shares held by the company and its subsidiaries are not excluded from the right to vote, provided the right of usufruct or the right of pledge was established over shares before they were held by the company or one of its subsidiaries. The company or one of its subsidia-ries shall not be capable of casting votes for shares over which it has a right of usufruct or a right of pledge.
|
3.
|
When determining whether a particular proportion of the share capital is represented, or alternatively, whether a majority represents a particular proportion of the share capital, the amount of shares to which no voting rights are attached shall be subtracted from the share capital.
|
4.
|
Votes on matters of business shall be held verbally, those concerning persons by means of unsigned closed ballot papers, unless in either case the chairman of the meeting should, without objection from any of those present and entitled to vote, decide on or allow any other manner of voting. If the vote concerns an election of persons, a person entitled to attend meetings present at the relative meeting can also demand a vote by a secret ballot.
|
5.
|
All resolutions of the general meeting shall be passed with a two-thirds majority of the valid votes cast representing more than half of the issued share capital, except - without prejudice to the provisions in article 13, paragraphs 4 and 5 and article 16, paragraph 3:
|
6.
|
Blank votes and abstentions shall not be counted as votes cast.
|
7.
|
If there is an equal division of votes on a proposal about business matters, no decision shall be taken.
|
8.
|
In the event a vote is taken to elect one of two candidates and there is an equal division of votes, it shall be decided by drawing lots which of these has been elected, under the restriction, however, that if persons from a binding nomination list are to be elected, then the higher ranking nominee is elected.
|
9.
|
The ruling concerning voting results pronounced by the chairman during the meeting shall be decisive. The
|
10.
|
If the correctness of a ruling as referred to in the preceding paragraph is challenged, however, immediately after the ruling has been pronounced, then a new vote shall be held whenever a majority of the general meeting should wish so, or, if the original vote was not taken by call or by ballot papers, whenever any one of the person: entitled to vote should wish so.
|
11.
|
The board of management shall keep a record of the resolutions that have been passed. This record shall be open to inspection by the persons entitled to attend meetings at the registered office of the company. Upon request, each of them shall receive a copy of or an ex-tract from this record against payment of cost at most.
|
1.
|
Except if the company has usufructuaries and pledgees entitled to vote, resolutions of shareholders shall alternatively be capable of being passed in writing - which shall include telegraphic, telefax and telex messages - instead of at a general meeting, provided that these are passed with a unanimous vote of all persons who are entitled to vote.
|
2.
|
The board of management shall enter the resolutions that have been passed in the manner specified in the preceding paragraph of this article, in the register of minutes of the general meetings and shall mention this at the next general meeting.
|
1.
|
Meetings of holders of shares of a special class shall be held in all instances, which by virtue of these Articles of Association require a resolution of the meeting of holders of shares of a special class and, furthermore, whenever the board of management and/or the board of supervisory directors considers it necessary or whenever one or more persons holding the voting rights over shares of a special class submit(s) a written request to this effect to the board of management and/or the board of supervisory directors, stating exactly what issues are to be dealt with.
|
2.
|
Article 18 paragraphs 4 to 8 inclusive, Article 19 paragraphs 2 and 3 and Article 20 paragraphs 1 to 11 inclusive shall mutatis mutandis be applicable to meetings of holders of shares of a special class.
|
3.
|
If, after a request as mentioned at the end of paragraph 1, the board of management and/or the board of supervisory directors fails to convene a meeting of holders of shares of a special class, in the sense that it be held within four weeks of receipt of that request, the requestors shall themselves be empowered to convene a meeting.
|
4.
|
A meeting of holders of shares of a special class shall itself decide who is to chair its meetings.
|
5.
|
The chairman of a meeting of holders of shares of a special class shall decide upon allowing other persons to attend the meeting, apart from those holding the voting rights over the relative shares.
|
6.
|
Resolutions of a meeting of holders of shares of a special class shall alternatively be capable of being passed in writing - which shall include telegraphic, telefax and telex messages - provided these are passed unanimously by all the persons entitled to vote.
|
1.
|
The general meeting shall have authority - and if this is required by provision of law it shall have the obligation - to instruct an expert as referred to in Article 2:393 of the (Dutch) Civil Code, whose duty it shall be to examine the annual accounts drawn up by the board of management, to lay a report of their findings before the board of management and to make a statement with regard thereto.
|
2.
|
If the general meeting fails to instruct the expert as referred to in paragraph 1 of this article, this instruction shall be made by the board of management.
|
3.
|
The instruction shall be capable of being cancelled at all times by the general meeting and by the person who instructed the expert.
|
1.
|
The financial year of the company shall coincide with the calendar year.
|
2.
|
The board of management shall close the books of the company as at the last day of every financial year and shall within four months thereafter draw up the annual accounts and the annual report. These
|
3.
|
The company shall ensure that the annual accounts that have been drawn up, the annual report and the particulars that have to be added by virtue of paragraph 1 of Article 2:392 of the (Dutch) Civil Code are available at its office as from the day of the notice of the general meeting at which they are to be dealt with.
|
4.
|
What has been provided in paragraphs 2 and 3 of this article in relation to the annual report and the particulars to be added by virtue of paragraph 1 of Article 2:392 of the (Dutch) Civil Code shall not be applicable if Article 2:396, paragraph 6, first sentence or Article 2:403 of the (Dutch) Civil Code is applicable to the company.
|
5.
|
The general meeting shall adopt the annual accounts. Adoption of the annual accounts shall not serve to discharge a managing director or a supervisory director.
|
6.
|
The company shall proceed to publish the documents and data mentioned in this article, if and to the extent and in the manner that this is stipulated in Articles 2:394 and following of the (Dutch) Civil Code.
|
1.
|
From the profits appearing from the annual accounts as adopted, such an amount shall be reserved by the company as shall be determined by the board of supervisory directors.
|
2.
|
From the profits remaining, after application of the provisions in paragraph 1 above, and available for distribution, first a non-cumulative cash dividend calculated on the basis of the aggregate of the par value of the preference shares and any share premium paid thereon, shall be made on the preference shares, less any interim distributions made in accordance with paragraph 5 hereunder. The percentage of such dividend shall be determined by the board of supervisory directors at the time of the first issuance of the relative preference shares. This rate of dividend can be adjusted by unanimous resolution of all persons entitled to vote. Any distribution on the preference shares shall not take place if all holders of the preference shares, unanimously so decide.
|
3.
|
The profits remaining after the distribution referred to in paragraph 2 above are at the disposal of the general meeting for distribution on the common shares equally and proportionally and/or for reservation.
|
4.
|
The company can make distributions to its share-holders and other persons entitled to its profits that are capable of being distributed, but only to the ex-tent that its shareholders' equity exceeds the paid-up and called parts of its share capital increased by the reserves that it must maintain by law or under the present Articles of Association.
|
5.
|
With due observance of the provisions in paragraph 4 of article 2:105 of the (Dutch) Civil Code and in paragraph 4 of this article, the supervisory board may resolve that an interim dividend shall be paid. The supervisory board may resolve to pay interim dividend completely or partly other than in cash.
|
6.
|
The general meeting may resolve that (interim) dividends shall wholly or partly be paid otherwise than in cash.
|
7.
|
Unless the general meeting decides on a specific date dividends shall be made payable promptly after they have been declared
|
8.
|
Dividends that have not been collected within five years after they have become payable, shall be forfeited to the company.
|
1.
|
In the event of the company being liquidated it shall be wound up by the board of management unless the general meeting decides otherwise.
|
2.
|
The general meeting shall decide on the remuneration of the liquidators and of those who have been charged
|
3.
|
During the winding up, these Articles of Association shall, in as far as possible, remain of full force and effect.
|
4.
|
Out of the balance of the company's equity, after the expenses of liquidation and the company's debts have been paid, to the holders of preference shares shall be distributed first the amounts paid up on such preference shares. The balance remaining after application of the immediately preceding sentence shall be distributed to the holders of common shares pro rata to the amount of common shares each of such shareholders holds. No distribution upon liquidation shall be made to the company itself for shares which the company holds in its own share capital.
|
5.
|
After completion of the winding up the books and documents of the liquidated company shall for ten years remain in the custody of a person who shall be capable of being appointed for that purpose by the general meeting in their resolution to liquidate the company. If an appointment as aforesaid has not been made by the general meeting, then the appointment shall be made by the liquidators.
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
February 9, 2018
|
By:
|
/s/ David M. Demshur
|
|
|
|
David M. Demshur
|
|
|
|
Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
February 9, 2018
|
By:
|
/s/ Richard L. Bergmark
|
|
|
|
Richard L. Bergmark
|
|
|
|
Chief Financial Officer
|
Date:
|
February 9, 2018
|
/s/ David M. Demshur
|
|
|
Name: David M. Demshur
|
|
|
Title: Chief Executive Officer
|
Date:
|
February 9, 2018
|
/s/ Richard L. Bergmark
|
|
|
Name: Richard L. Bergmark
|
|
|
Title: Chief Financial Officer
|