(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, 2018
|
|
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
¨
|
Emerging growth company
¨
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|
|
Page
|
|
|
|
PART I
|
||
PART II
|
||
PART III
|
||
PART IV
|
||
Item 16
.
|
•
|
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
|
||||||||||||||
2018
|
$
|
324,073
|
|
|
$
|
211,081
|
|
|
$
|
68,641
|
|
|
$
|
34,633
|
|
|
$
|
35,173
|
|
|
$
|
27,245
|
|
|
$
|
700,846
|
|
2017
|
$
|
283,969
|
|
|
$
|
208,550
|
|
|
$
|
61,410
|
|
|
$
|
30,131
|
|
|
$
|
37,255
|
|
|
$
|
26,504
|
|
|
$
|
647,819
|
|
2016
|
$
|
224,642
|
|
|
$
|
222,538
|
|
|
$
|
63,268
|
|
|
$
|
20,537
|
|
|
$
|
35,935
|
|
|
$
|
23,312
|
|
|
$
|
590,232
|
|
▪
|
general and economic business conditions, including market prices of oil and gas and expectations about future prices;
|
▪
|
the adoption of legal requirements or taxation;
|
▪
|
changes in existing laws, regulations or other governmental actions;
|
▪
|
cost of producing and the ability to deliver oil and natural gas;
|
▪
|
the level of drilling and production activity;
|
▪
|
financial condition of our client base and their ability to fund capital expenditures;
|
▪
|
coordination by the OPEC;
|
▪
|
weather conditions and the physical effects of climatic change;
|
▪
|
civil unrest or political uncertainty in oil producing or consuming countries;
|
▪
|
level of consumption of oil, gas and petrochemicals by consumers;
|
▪
|
availability of services and materials for our clients to grow their capital expenditures and to deliver product to market; and
|
▪
|
availability of materials and equipment from key suppliers.
|
▪
|
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, including the United States, routine examination by taxing authorities and assessment of additional taxes, penalties and/or interest;
|
▪
|
trade and economic sanctions, tariffs or other restrictions imposed by the European Union, the United States or other countries;
|
▪
|
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.
|
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, 2018 to
October 31, 2018 (1) |
|
—
|
|
|
—
|
|
—
|
|
|
3,904,104
|
November 1, 2018 to November 30, 2018 (2)
|
|
169
|
|
|
$86.82
|
|
—
|
|
|
3,904,552
|
December 1, 2018 to December 31, 2018 (3)
|
|
42,822
|
|
|
$62.11
|
|
—
|
|
|
4,000,218
|
Total
|
|
42,991
|
|
|
$62.21
|
|
—
|
|
|
|
(1)
|
No shares were repurchased in October, 2018.
|
(2)
|
All shares repurchased during November, 2018 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)
|
All shares repurchased during December, 2018 were 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
3,904,104
at
September 30, 2018
.
|
(5)
|
During the quarter,
139,105
treasury shares were distributed relating to stock-based awards, including
617
in November, and
138,488
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.
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||
Sale of assets
|
|
$
|
(1,078
|
)
|
|
$
|
(346
|
)
|
|
$
|
(618
|
)
|
|
Results of non-consolidated subsidiaries
|
|
(203
|
)
|
|
(332
|
)
|
|
(506
|
)
|
||||
Foreign exchange
|
|
2,598
|
|
|
951
|
|
|
1,776
|
|
||||
Rents and royalties
|
|
(510
|
)
|
|
(454
|
)
|
|
(420
|
)
|
||||
Return on pension assets and other pension costs
|
|
(644
|
)
|
|
(587
|
)
|
|
(605
|
)
|
||||
Acquisition-related costs
|
|
623
|
|
|
—
|
|
|
—
|
|
||||
Insurance settlement
|
|
(707
|
)
|
|
—
|
|
|
—
|
|
||||
Severance, compensation and other charges
|
|
—
|
|
|
1,145
|
|
|
—
|
|
||||
Other, net
|
|
(816
|
)
|
|
255
|
|
|
(27
|
)
|
||||
Total Other (income) expense, net
|
|
$
|
(737
|
)
|
|
$
|
632
|
|
|
$
|
(400
|
)
|
(Gains) losses by currency
|
2018
|
|
2017
|
|
2016
|
|||||||
|
Angola Kwanza Spot
|
$
|
202
|
|
|
$
|
(3
|
)
|
|
$
|
408
|
|
|
Australian Dollar
|
183
|
|
|
12
|
|
|
136
|
|
|||
|
British Pound
|
158
|
|
|
(92
|
)
|
|
807
|
|
|||
|
Canadian Dollar
|
458
|
|
|
(62
|
)
|
|
(130
|
)
|
|||
|
Euro
|
208
|
|
|
1,413
|
|
|
(49
|
)
|
|||
|
Indonesian Rupiah
|
297
|
|
|
80
|
|
|
29
|
|
|||
|
Mexican Peso
|
141
|
|
|
23
|
|
|
(47
|
)
|
|||
|
Turkish Lira
|
300
|
|
|
32
|
|
|
93
|
|
|||
|
Other currencies, net
|
651
|
|
|
(452
|
)
|
|
529
|
|
|||
Total (gain) loss, net
|
$
|
2,598
|
|
|
$
|
951
|
|
|
$
|
1,776
|
|
|
For the Years Ended December 31,
|
|||||||||||||||||
(dollars in thousands)
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
|
2016
|
|||||||||
Reservoir Description
|
$
|
413,082
|
|
|
(0.5
|
)%
|
|
$
|
415,220
|
|
|
(2.6
|
)%
|
|
$
|
426,205
|
|
|
Production Enhancement
|
287,764
|
|
|
23.7
|
%
|
|
232,599
|
|
|
41.8
|
%
|
|
164,027
|
|
||||
|
Total Revenue
|
$
|
700,846
|
|
|
8.2
|
%
|
|
$
|
647,819
|
|
|
9.8
|
%
|
|
$
|
590,232
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
(dollars in thousands)
|
2018
|
|
% Change
|
|
2017
|
|
% Change
|
|
2016
|
||||||||
Reservoir Description
|
$
|
54,847
|
|
|
(17.5
|
)%
|
|
$
|
66,500
|
|
|
(15.7
|
)%
|
|
$
|
78,881
|
|
Production Enhancement
|
63,039
|
|
|
43.3
|
%
|
|
43,987
|
|
|
419.3
|
%
|
|
8,470
|
|
|||
Corporate and other
(1)
|
736
|
|
|
NM
|
|
|
(519
|
)
|
|
NM
|
|
|
100
|
|
|||
Operating Income
|
$
|
118,622
|
|
|
7.9
|
%
|
|
$
|
109,968
|
|
|
25.7
|
%
|
|
$
|
87,451
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(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
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
111,827
|
|
|
$
|
124,271
|
|
|
$
|
131,887
|
|
Less: cash paid for capital expenditures
|
(21,741
|
)
|
|
(18,775
|
)
|
|
(11,356
|
)
|
|||
Free cash flow
|
$
|
90,086
|
|
|
$
|
105,496
|
|
|
$
|
120,531
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash provided by/(used in):
|
|
||||||||||
Operating activities
|
$
|
111,827
|
|
|
$
|
124,271
|
|
|
$
|
131,887
|
|
Investing activities
|
(70,639
|
)
|
|
(20,557
|
)
|
|
(14,721
|
)
|
|||
Financing activities
|
(42,472
|
)
|
|
(104,078
|
)
|
|
(124,896
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
(1,284
|
)
|
|
$
|
(364
|
)
|
|
$
|
(7,730
|
)
|
•
|
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;
|
•
|
weather and seasonal factors;
|
•
|
integration of acquired businesses; and
|
•
|
the effects of industry consolidation.
|
(a)
|
Financial Statements
|
|
Page
|
(b)
|
Exhibits
|
Exhibit No.
|
|
Exhibit Title
|
|
Incorporated by Reference from the Following Documents
|
3.1
|
|
|
Form 10-K, February 12, 2018 (File No. 001-14273)
|
|
|
|
|
|
|
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, May 15, 2003 (File No. 001-14273)
|
|
|
|
|
|
|
10.7
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.8
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.9
|
|
|
Form 10-K, February 20, 2007 (File No. 001-14273)
|
|
|
|
|
|
|
10.10
|
|
|
Form 10-Q, April 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.11
|
|
|
Filed Herewith
|
|
|
|
|
|
|
10.12
|
|
|
Form 8-K, June 25, 2018 (File No. 001-14273)
|
|
|
|
|
|
|
10.13
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.14
|
|
|
Form 10-K, February 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.15
|
|
|
Form 10-Q, April 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.16
|
|
|
Filed Herewith
|
|
|
|
|
|
|
10.16
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.17
|
|
|
Form 10-K, February 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.18
|
|
|
Form 10-Q, May 12, 2008 (File No. 001-14273)
|
|
|
|
|
|
|
10.19
|
|
|
Form 10-K, February 22, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
10.2
|
|
|
Form 8-K, September 30, 2011 (File No. 001-14273)
|
|
|
|
|
|
|
21.1
|
|
|
Filed Herewith
|
|
|
|
|
|
|
23.1
|
|
|
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.
|
|
|
|
CORE LABORATORIES N.V.
|
|
|
|
By its sole managing director, Core Laboratories International B.V.
|
|
|
|
|
Date:
|
February 11, 2019
|
By:
|
/s/ JACOBUS SCHOUTEN
|
|
|
|
Jacobus Schouten
|
|
|
|
Managing Director of Core Laboratories International B.V.
|
Signature
|
|
Title
|
|
|
|
/s/ DAVID M. DEMSHUR
|
|
/s/ LAWRENCE BRUNO
|
David M. Demshur
|
|
Lawrence Bruno
|
Chief Executive Officer,
|
|
President and Chief Operating Officer,
|
Chairman and Supervisory Director
|
|
Supervisory Director
|
|
|
|
|
|
|
/s/ CHRISTOPHER S. HILL
|
|
/s/ KEVIN G. DANIELS
|
Christopher S. Hill
|
|
Kevin G. Daniels
|
Senior Vice President and
|
|
Vice President, Treasurer and
|
Chief Financial Officer
|
|
Chief Accounting Officer
|
|
|
|
|
|
|
/s/ MARTHA Z. CARNES
|
|
/s/ CHARLES L. DUNLAP
|
Martha Z. Carnes
|
|
Charles L. Dunlap
|
Supervisory Director
|
|
Supervisory Director
|
|
|
|
|
|
|
/s/ LUCIA VAN GEUNS
|
|
/s/ MARGARET ANN VAN KEMPEN
|
Lucia van Geuns
|
|
Margaret Ann van Kempen
|
Supervisory Director
|
|
Supervisory Director
|
|
|
|
|
|
|
/s/ JAN WILLEM SODDERLAND
|
|
/s/ MICHAEL STRAUGHEN
|
Jan Willem Sodderland
|
|
Michael Straughen
|
Supervisory Director
|
|
Supervisory Director
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||
REVENUE:
|
|
|
|
|
|
|||||||
Services
|
$
|
486,820
|
|
|
$
|
480,264
|
|
|
$
|
468,388
|
|
|
Product sales
|
214,026
|
|
|
167,555
|
|
|
121,844
|
|
||||
Total Revenue
|
700,846
|
|
|
647,819
|
|
|
590,232
|
|
||||
OPERATING EXPENSES:
|
|
|
|
|
|
|||||||
Cost of services, exclusive of depreciation shown below
|
343,833
|
|
|
333,365
|
|
|
329,520
|
|
||||
Cost of product sales, exclusive of depreciation shown below
|
153,131
|
|
|
131,593
|
|
|
107,983
|
|
||||
General and administrative expenses, exclusive of depreciation shown below
|
62,910
|
|
|
47,737
|
|
|
39,390
|
|
||||
Depreciation
|
22,013
|
|
|
23,605
|
|
|
25,445
|
|
||||
Amortization
|
1,074
|
|
|
919
|
|
|
843
|
|
||||
Other (income) expense, net
|
(737
|
)
|
|
632
|
|
|
(400
|
)
|
||||
OPERATING INCOME
|
118,622
|
|
|
109,968
|
|
|
87,451
|
|
||||
Interest expense
|
13,328
|
|
|
10,734
|
|
|
11,572
|
|
||||
Income before income tax expense
|
105,294
|
|
|
99,234
|
|
|
75,879
|
|
||||
Income tax expense
|
25,447
|
|
|
18,249
|
|
|
10,855
|
|
||||
Income from continuing operations
|
79,847
|
|
|
80,985
|
|
|
65,024
|
|
||||
Income (loss) from discontinued operations
|
(58
|
)
|
|
2,111
|
|
|
(1,165
|
)
|
||||
Net income
|
79,789
|
|
|
83,096
|
|
|
63,859
|
|
||||
Net income (loss) attributable to non-controlling interest
|
263
|
|
|
(29
|
)
|
|
(36
|
)
|
||||
Net income attributable to Core Laboratories N.V.
|
$
|
79,526
|
|
|
$
|
83,125
|
|
|
$
|
63,895
|
|
|
|
|
|
|
|
|
|||||||
EARNINGS PER SHARE INFORMATION:
|
|
|
|
|
|
|||||||
Basic earnings per share from continuing operations
|
$
|
1.81
|
|
|
$
|
1.83
|
|
|
$
|
1.50
|
|
|
Basic earnings (loss) per share from discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
Basic earnings per share attributable to Core Laboratories N.V.
|
$
|
1.80
|
|
|
$
|
1.88
|
|
|
$
|
1.47
|
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share from continuing operations
|
$
|
1.80
|
|
|
$
|
1.83
|
|
|
$
|
1.49
|
|
|
Diluted earnings (loss) per share from discontinued operations
|
$
|
(0.01
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
Diluted earnings per share attributable to Core Laboratories N.V.
|
$
|
1.79
|
|
|
$
|
1.88
|
|
|
$
|
1.46
|
|
|
|
|
|
|
|
|
|||||||
Cash dividends per share
|
$
|
2.20
|
|
|
$
|
2.20
|
|
|
$
|
2.20
|
|
|
|
|
|
|
|
|
|||||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
|
|
|
|
|
|
|||||||
Basic
|
44,206
|
|
|
44,153
|
|
|
43,479
|
|
||||
Diluted
|
44,474
|
|
|
44,264
|
|
|
43,670
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
79,789
|
|
|
$
|
83,096
|
|
|
$
|
63,859
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Derivatives
|
|
|
|
|
|
||||||
Changes in fair value of interest rate swaps
|
418
|
|
|
98
|
|
|
(293
|
)
|
|||
Interest rate swap amounts reclassified to interest expense
|
69
|
|
|
526
|
|
|
829
|
|
|||
Income taxes on derivatives
|
(102
|
)
|
|
(156
|
)
|
|
(197
|
)
|
|||
Total derivatives
|
385
|
|
|
468
|
|
|
339
|
|
|||
Pension and other postretirement benefit plans
|
|
|
|
|
|
||||||
Adjustment of unrecognized pension actuarial gain (loss)
|
1,557
|
|
|
974
|
|
|
(17
|
)
|
|||
Prior service cost
|
|
|
|
|
|
||||||
Prior service cost recognized during year
|
157
|
|
|
—
|
|
|
—
|
|
|||
Amortization to net income of prior service cost
|
(106
|
)
|
|
(77
|
)
|
|
(81
|
)
|
|||
Amortization to net income of actuarial loss
|
1,706
|
|
|
440
|
|
|
593
|
|
|||
Income taxes on pension and other postretirement benefit plans
|
(802
|
)
|
|
(330
|
)
|
|
(124
|
)
|
|||
Total pension and other postretirement benefit plans
|
2,512
|
|
|
1,007
|
|
|
371
|
|
|||
Total other comprehensive income
|
2,897
|
|
|
1,475
|
|
|
710
|
|
|||
Comprehensive income
|
82,686
|
|
|
84,571
|
|
|
64,569
|
|
|||
Comprehensive income attributable to non-controlling interests
|
263
|
|
|
(29
|
)
|
|
(36
|
)
|
|||
Comprehensive income attributable to Core Laboratories N.V.
|
$
|
82,423
|
|
|
$
|
84,600
|
|
|
$
|
64,605
|
|
|
|
|
|
|
|
|
|
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, 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
|
|
Recognition of true-up from estimated forfeitures upon Adoption of ASU 2016-09
|
—
|
|
—
|
|
|
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
|
|
Stock-based compensation, net of awards issued
|
—
|
|
—
|
|
|
2,975
|
|
|
—
|
|
|
—
|
|
|
(218,625
|
)
|
31,219
|
|
|
—
|
|
|
34,194
|
|
|||||||
Repurchases of common shares
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,985
|
|
(7,451
|
)
|
|
—
|
|
|
(7,451
|
)
|
|||||||
Dividends paid
|
—
|
|
—
|
|
|
—
|
|
|
(97,251
|
)
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(97,251
|
)
|
|||||||
Non-controlling interest dividend
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,897
|
|
|
—
|
|
—
|
|
|
—
|
|
|
2,897
|
|
|||||||
Net income
|
—
|
|
—
|
|
|
—
|
|
|
79,526
|
|
|
—
|
|
|
—
|
|
—
|
|
|
263
|
|
|
79,789
|
|
|||||||
BALANCE, December 31, 2018
|
44,796,252
|
|
$
|
1,148
|
|
|
$
|
57,438
|
|
|
$
|
156,130
|
|
|
$
|
(5,456
|
)
|
|
479,407
|
|
$
|
(52,501
|
)
|
|
$
|
4,141
|
|
|
$
|
160,900
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
79,847
|
|
|
$
|
80,985
|
|
|
$
|
65,024
|
|
||
Income (loss) from discontinued operations, net of tax
|
(58
|
)
|
|
2,111
|
|
|
(1,165
|
)
|
|||||
Net income
|
79,789
|
|
|
83,096
|
|
|
63,859
|
|
|||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||||
Stock-based compensation
|
34,194
|
|
|
22,942
|
|
|
22,079
|
|
|||||
Depreciation and amortization
|
23,087
|
|
|
24,524
|
|
|
26,872
|
|
|||||
Changes to value of life insurance policies
|
(874
|
)
|
|
(6,112
|
)
|
|
(824
|
)
|
|||||
Deferred income taxes
|
1,832
|
|
|
9,015
|
|
|
(14,385
|
)
|
|||||
Realization of pension obligation
|
2,257
|
|
|
(724
|
)
|
|
(1,243
|
)
|
|||||
Net (recovery) provision for doubtful accounts
|
692
|
|
|
(202
|
)
|
|
(18
|
)
|
|||||
Other non-cash items
|
(159
|
)
|
|
217
|
|
|
345
|
|
|||||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||||
Accounts receivable
|
2,265
|
|
|
(18,565
|
)
|
|
31,584
|
|
|||||
Inventories
|
(10,403
|
)
|
|
446
|
|
|
6,219
|
|
|||||
Prepaid expenses and other current assets
|
(9,048
|
)
|
|
(4,549
|
)
|
|
2,657
|
|
|||||
Other assets
|
6,264
|
|
|
545
|
|
|
340
|
|
|||||
Accounts payable
|
(1,752
|
)
|
|
8,721
|
|
|
(1,036
|
)
|
|||||
Accrued expenses
|
(6,903
|
)
|
|
(6,775
|
)
|
|
(6,738
|
)
|
|||||
Other long-term liabilities
|
(11,239
|
)
|
|
10,313
|
|
|
587
|
|
|||||
Unearned revenue
|
1,825
|
|
|
1,379
|
|
|
1,589
|
|
|||||
Net cash provided by operating activities
|
111,827
|
|
|
124,271
|
|
|
131,887
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||||
Capital expenditures
|
(21,741
|
)
|
|
(18,775
|
)
|
|
(11,356
|
)
|
|||||
Patents and other intangibles
|
(1,190
|
)
|
|
(379
|
)
|
|
(348
|
)
|
|||||
Acquisitions, net of cash acquired
|
(47,314
|
)
|
|
—
|
|
|
(1,242
|
)
|
|||||
Proceeds from sale of assets
|
882
|
|
|
702
|
|
|
740
|
|
|||||
Premiums on life insurance
|
(1,276
|
)
|
|
(2,105
|
)
|
|
(2,515
|
)
|
|||||
Net cash used in investing activities
|
(70,639
|
)
|
|
(20,557
|
)
|
|
(14,721
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||||
Repayment of debt borrowings
|
(114,000
|
)
|
|
(130,000
|
)
|
|
(316,244
|
)
|
|||||
Proceeds from debt borrowings
|
178,000
|
|
|
140,000
|
|
|
99,000
|
|
|||||
Excess tax benefits from stock-based payments
|
—
|
|
|
—
|
|
|
(1,162
|
)
|
|||||
Debt financing costs
|
(1,760
|
)
|
|
—
|
|
|
—
|
|
|||||
Non-controlling interest - dividend
|
(10
|
)
|
|
(26
|
)
|
|
(1,386
|
)
|
|||||
Dividends paid
|
(97,251
|
)
|
|
(97,143
|
)
|
|
(95,145
|
)
|
|||||
Repurchase of common shares
|
(7,451
|
)
|
|
(16,909
|
)
|
|
(7,161
|
)
|
|||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
197,202
|
|
|||||
Net cash used in financing activities
|
(42,472
|
)
|
|
(104,078
|
)
|
|
(124,896
|
)
|
|||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(1,284
|
)
|
|
(364
|
)
|
|
(7,730
|
)
|
|||||
CASH AND CASH EQUIVALENTS, beginning of year
|
14,400
|
|
|
14,764
|
|
|
22,494
|
|
|||||
CASH AND CASH EQUIVALENTS, end of year
|
$
|
13,116
|
|
|
$
|
14,400
|
|
|
$
|
14,764
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash payments for interest
|
$
|
11,499
|
|
|
$
|
10,527
|
|
|
$
|
11,248
|
|
Cash payments for income taxes
|
$
|
31,928
|
|
|
$
|
24,314
|
|
|
$
|
12,181
|
|
|
|
|
|
|
|
||||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Capital expenditures incurred but not paid for as of the end of the year
|
$
|
628
|
|
|
$
|
744
|
|
|
$
|
1,627
|
|
▪
|
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
|
|
2018
|
|
2017
|
|||||
Cash surrender value of life insurance
|
$
|
41,575
|
|
|
$
|
46,314
|
|
|
Investments in unconsolidated affiliates
|
3,760
|
|
|
3,557
|
|
|||
Other
|
5,880
|
|
|
5,257
|
|
|||
Total other assets
|
$
|
51,215
|
|
|
$
|
55,128
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average basic common shares outstanding
|
44,206
|
|
|
44,153
|
|
|
43,479
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||
Performance shares
|
221
|
|
|
69
|
|
|
127
|
|
Restricted stock
|
47
|
|
|
42
|
|
|
64
|
|
Weighted average diluted common and potential common shares outstanding
|
44,474
|
|
|
44,264
|
|
|
43,670
|
|
|
2018
|
|
2017
|
||||
Contract assets
|
|
|
|
||||
Current
|
$
|
1,145
|
|
|
$
|
325
|
|
Non-Current
|
188
|
|
|
—
|
|
||
|
$
|
1,333
|
|
|
$
|
325
|
|
Contract Liabilities
|
|
|
|
||||
Current
|
$
|
5,963
|
|
|
$
|
2,252
|
|
Non-current
|
1,401
|
|
|
4,442
|
|
||
|
$
|
7,364
|
|
|
$
|
6,694
|
|
|
2018
|
|
2017
|
||||||
Finished goods
|
$
|
26,636
|
|
|
$
|
21,668
|
|
||
Parts and materials
|
13,704
|
|
|
10,613
|
|
||||
Work in progress
|
5,324
|
|
|
1,036
|
|
||||
Total inventories
|
$
|
45,664
|
|
|
$
|
33,317
|
|
|
2018
|
|
2017
|
||||||
Land
|
$
|
11,383
|
|
|
$
|
11,520
|
|
||
Building and leasehold improvements
|
115,875
|
|
|
115,270
|
|
||||
Machinery and equipment
|
272,916
|
|
|
261,723
|
|
||||
Total property, plant and equipment
|
400,174
|
|
|
388,513
|
|
||||
Less - accumulated depreciation
|
(277,257
|
)
|
|
(265,415
|
)
|
||||
Property, plant and equipment, net
|
$
|
122,917
|
|
|
$
|
123,098
|
|
|
|
|
2018
|
|
2017
|
|||||||||||||
|
Original life in years
|
|
Gross Carrying
Value
|
|
Accumulated
Amortization
|
|
Gross Carrying
Value
|
|
Accumulated
Amortization
|
|||||||||
Acquired trade secrets
|
2-20
|
|
$
|
3,604
|
|
|
$
|
2,110
|
|
|
$
|
3,390
|
|
|
$
|
1,765
|
|
|
Acquired patents and trademarks
|
4-15
|
|
9,697
|
|
|
3,115
|
|
|
5,406
|
|
|
2,274
|
|
|||||
Agreements not to compete
|
2-5
|
|
1,149
|
|
|
759
|
|
|
839
|
|
|
782
|
|
|||||
Acquired trade names
|
Indefinite
|
|
4,588
|
|
|
—
|
|
|
4,582
|
|
|
—
|
|
|||||
Total intangibles, net
|
|
|
$
|
19,038
|
|
|
$
|
5,984
|
|
|
$
|
14,217
|
|
|
$
|
4,821
|
|
2019
|
$
|
1,322
|
|
2020
|
$
|
1,120
|
|
2021
|
$
|
911
|
|
2022
|
$
|
888
|
|
2023
|
$
|
593
|
|
|
Reservoir
Description
|
|
Production Enhancement
|
|
Total
|
|||||||
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
|
|
||||
Goodwill allocated to discontinued operations
|
—
|
|
|
(915
|
)
|
|
(915
|
)
|
||||
Goodwill acquired during the year
|
—
|
|
|
41,283
|
|
|
41,283
|
|
||||
Balance at December 31, 2018
|
$
|
99,484
|
|
|
$
|
119,928
|
|
|
$
|
219,412
|
|
|
2018
|
|
2017
|
||||
Senior Notes
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Credit Facility
|
142,000
|
|
|
78,000
|
|
||
Total debt
|
292,000
|
|
|
228,000
|
|
||
Less: Debt issuance costs
|
(2,230
|
)
|
|
(1,011
|
)
|
||
Long-term debt, net
|
$
|
289,770
|
|
|
$
|
226,989
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||
United States
|
$
|
61,680
|
|
|
$
|
28,632
|
|
|
$
|
6,233
|
|
|
Other countries
|
43,614
|
|
|
70,602
|
|
|
69,646
|
|
||||
Income before income tax expense
|
$
|
105,294
|
|
|
$
|
99,234
|
|
|
$
|
75,879
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Current:
|
|
|
|
|
|
|||||||||
United States
|
$
|
13,198
|
|
|
$
|
10,699
|
|
|
$
|
(2,469
|
)
|
|||
Other countries
|
10,132
|
|
|
9,147
|
|
|
16,640
|
|
||||||
State and provincial
|
1,548
|
|
|
725
|
|
|
600
|
|
||||||
Total current
|
24,878
|
|
|
20,571
|
|
|
14,771
|
|
||||||
Deferred:
|
|
|
|
|
|
|||||||||
United States
|
(1,340
|
)
|
|
(2,948
|
)
|
|
1,844
|
|
||||||
Other countries
|
1,909
|
|
|
626
|
|
|
(5,845
|
)
|
||||||
State and provincial
|
—
|
|
|
—
|
|
|
85
|
|
||||||
Total deferred
|
569
|
|
|
(2,322
|
)
|
|
(3,916
|
)
|
||||||
Income tax expense
|
$
|
25,447
|
|
|
$
|
18,249
|
|
|
$
|
10,855
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||
Tax at the Netherlands income tax rate
|
$
|
26,189
|
|
|
$
|
25,427
|
|
|
$
|
18,652
|
|
|
International earnings taxed at rates other than the Netherlands statutory rate
|
(14,997
|
)
|
|
(12,496
|
)
|
|
(16,840
|
)
|
||||
Non-deductible expenses
|
4,452
|
|
|
6,645
|
|
|
3,043
|
|
||||
Change in valuation allowance
|
1,513
|
|
|
(1,744
|
)
|
|
(899
|
)
|
||||
State and provincial taxes
|
1,566
|
|
|
829
|
|
|
600
|
|
||||
Adjustments of prior year taxes
|
2,350
|
|
|
(4,272
|
)
|
|
2,412
|
|
||||
Adjustments of income tax reserves
|
(1,613
|
)
|
|
1,869
|
|
|
(604
|
)
|
||||
Foreign exchange
|
5,936
|
|
|
(1,792
|
)
|
|
3,381
|
|
||||
Accrued withholding taxes
|
2,911
|
|
|
3,067
|
|
|
246
|
|
||||
Other
|
(2,860
|
)
|
|
716
|
|
|
864
|
|
||||
Income tax expense
|
$
|
25,447
|
|
|
$
|
18,249
|
|
|
$
|
10,855
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits at January 1,
|
$
|
10,124
|
|
|
$
|
8,557
|
|
|
$
|
9,964
|
|
Tax positions, current period
|
543
|
|
|
3,472
|
|
|
983
|
|
|||
Tax positions, prior period
|
(304
|
)
|
|
180
|
|
|
83
|
|
|||
Settlements with taxing authorities
|
(2,207
|
)
|
|
(1,154
|
)
|
|
(1,657
|
)
|
|||
Lapse of applicable statute of limitations
|
(685
|
)
|
|
(931
|
)
|
|
(816
|
)
|
|||
Unrecognized tax benefits at December 31,
|
$
|
7,471
|
|
|
$
|
10,124
|
|
|
$
|
8,557
|
|
|
2018
|
|
2017
|
||||
Projected Benefit Obligation:
|
|
|
|
|
|||
Projected benefit obligation at beginning of year
|
$
|
63,398
|
|
|
$
|
56,082
|
|
Service cost
|
1,453
|
|
|
1,494
|
|
||
Prior service cost
|
(157
|
)
|
|
—
|
|
||
Interest cost
|
1,244
|
|
|
1,121
|
|
||
Amendments/curtailments
|
(1,219
|
)
|
|
—
|
|
||
Benefits paid
|
(1,349
|
)
|
|
(1,212
|
)
|
||
Administrative expenses
|
—
|
|
|
(35
|
)
|
||
Actuarial (gain) loss, net
|
(383
|
)
|
|
(1,005
|
)
|
||
Unrealized (gain) loss on foreign exchange
|
(2,316
|
)
|
|
6,953
|
|
||
Projected benefit obligation at end of year
|
$
|
60,671
|
|
|
$
|
63,398
|
|
|
|
|
|
||||
Fair Value of Plan Assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
53,145
|
|
|
$
|
46,134
|
|
Increase in plan asset value
|
2,251
|
|
|
919
|
|
||
Employer contributions
|
1,282
|
|
|
1,595
|
|
||
Benefits paid
|
(1,349
|
)
|
|
(1,212
|
)
|
||
Administrative expenses
|
(37
|
)
|
|
(35
|
)
|
||
Unrealized gain (loss) on foreign exchange
|
(2,019
|
)
|
|
5,744
|
|
||
Fair value of plan assets at end of year
|
$
|
53,273
|
|
|
$
|
53,145
|
|
|
|
|
|
||||
Under-funded status of the plan at end of the year
|
$
|
(7,398
|
)
|
|
$
|
(10,253
|
)
|
|
|
|
|
||||
Accumulated Benefit Obligation
|
$
|
55,863
|
|
|
$
|
56,035
|
|
|
2018
|
|
2017
|
Weighted average assumed discount rate
|
1.75%
|
|
2.00%
|
Expected long-term rate of return on plan assets
|
1.75%
|
|
2.00%
|
Weighted average rate of compensation increase
|
2.80%
|
|
2.90%
|
|
2018
|
|
2017
|
||||
Deferred tax asset
|
$
|
4,369
|
|
|
$
|
2,564
|
|
Other long-term liabilities
|
7,398
|
|
|
10,253
|
|
||
Accumulated other comprehensive loss
|
(5,650
|
)
|
|
(8,162
|
)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost
|
$
|
1,453
|
|
|
$
|
1,494
|
|
|
$
|
1,456
|
|
Interest cost
|
1,244
|
|
|
1,121
|
|
|
1,329
|
|
|||
Expected return on plan assets
|
(1,077
|
)
|
|
(950
|
)
|
|
(1,117
|
)
|
|||
Administrative charges
|
37
|
|
|
—
|
|
|
—
|
|
|||
Curtailment
|
(1,219
|
)
|
|
—
|
|
|
—
|
|
|||
Prior service cost
|
(106
|
)
|
|
(77
|
)
|
|
(81
|
)
|
|||
Unrecognized net actuarial loss
|
1,706
|
|
|
440
|
|
|
593
|
|
|||
Net periodic pension cost
|
$
|
2,038
|
|
|
$
|
2,028
|
|
|
$
|
2,180
|
|
2019
|
$
|
1,346
|
|
2020
|
$
|
1,407
|
|
2021
|
$
|
1,483
|
|
2022
|
$
|
1,580
|
|
2023
|
$
|
1,612
|
|
Succeeding five years
|
$
|
9,728
|
|
2019
|
$
|
16,267
|
|
2020
|
12,572
|
|
|
2021
|
9,774
|
|
|
2022
|
7,955
|
|
|
2023
|
4,938
|
|
|
Thereafter
|
14,815
|
|
|
Total commitments
|
$
|
66,321
|
|
|
2018
|
|
2017
|
||||
Prior service cost
|
$
|
593
|
|
|
$
|
541
|
|
Unrecognized net actuarial loss and foreign exchange
|
(6,243
|
)
|
|
(8,703
|
)
|
||
Fair value of derivatives
|
194
|
|
|
(191
|
)
|
||
Total Accumulated other comprehensive (loss)
|
$
|
(5,456
|
)
|
|
$
|
(8,353
|
)
|
Plan Category
|
|
Number of Shares to be Issued upon Vesting
|
|
Number of Shares Available for Future Grants
|
||
2014 Long-Term Incentive Plan
|
|
522,786
|
|
|
954,552
|
|
2014 Nonemployee Director Stock Incentive Plan
|
|
19,002
|
|
|
537,086
|
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
|||
Non-vested at December 31, 2017
|
536,750
|
|
|
$
|
105.42
|
|
Granted
|
241,988
|
|
|
100.12
|
|
|
Vested
|
(218,625
|
)
|
|
103.61
|
|
|
Forfeited
|
(18,555
|
)
|
|
108.20
|
|
|
Non-vested at December 31, 2018
|
541,558
|
|
|
$
|
103.68
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of product sales and services
|
$
|
8,648
|
|
|
$
|
8,879
|
|
|
$
|
10,073
|
|
General and administrative
|
25,546
|
|
|
14,063
|
|
|
12,006
|
|
|||
Total stock-based compensation expense
|
$
|
34,194
|
|
|
$
|
22,942
|
|
|
$
|
22,079
|
|
|
2018
|
|
2017
|
Income Statement Classification
|
||||
Derivatives designated as hedges:
|
|
|
|
|
||||
5 yr Interest Rate Swap
|
$
|
(64
|
)
|
|
$
|
165
|
|
Interest Expense
|
10 yr Interest Rate Swap
|
133
|
|
|
361
|
|
Interest Expense
|
||
|
$
|
69
|
|
|
$
|
526
|
|
|
|
Fair Value Measurement at December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation assets
(1)
|
$
|
42,161
|
|
|
$
|
—
|
|
|
$
|
42,161
|
|
|
$
|
—
|
|
5 year interest rate swap
|
135
|
|
|
—
|
|
|
135
|
|
|
—
|
|
||||
|
$
|
42,296
|
|
|
$
|
—
|
|
|
$
|
42,296
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan
|
$
|
33,287
|
|
|
$
|
—
|
|
|
$
|
33,287
|
|
|
$
|
—
|
|
10 year interest rate swap
|
70
|
|
|
—
|
|
|
70
|
|
|
—
|
|
||||
|
$
|
33,357
|
|
|
$
|
—
|
|
|
$
|
33,357
|
|
|
$
|
—
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||
Sale of assets
|
|
$
|
(1,078
|
)
|
|
$
|
(346
|
)
|
|
$
|
(618
|
)
|
|
Results of non-consolidated subsidiaries
|
|
(203
|
)
|
|
(332
|
)
|
|
(506
|
)
|
||||
Foreign exchange
|
|
2,598
|
|
|
951
|
|
|
1,776
|
|
||||
Rents and royalties
|
|
(510
|
)
|
|
(454
|
)
|
|
(420
|
)
|
||||
Return on pension assets and other pension costs
|
|
(644
|
)
|
|
(587
|
)
|
|
(605
|
)
|
||||
Acquisition-related costs
|
|
623
|
|
|
—
|
|
|
—
|
|
||||
Insurance settlement
|
|
(707
|
)
|
|
—
|
|
|
—
|
|
||||
Severance, compensation and other charges
|
|
—
|
|
|
1,145
|
|
|
—
|
|
||||
Other, net
|
|
(816
|
)
|
|
255
|
|
|
(27
|
)
|
||||
Total Other (income) expense, net
|
|
$
|
(737
|
)
|
|
$
|
632
|
|
|
$
|
(400
|
)
|
(Gains) losses by currency
|
2018
|
|
2017
|
|
2016
|
|||||||
|
Angolan Kwanza Spot
|
$
|
202
|
|
|
$
|
(3
|
)
|
|
$
|
408
|
|
|
Australian Dollar
|
183
|
|
|
12
|
|
|
136
|
|
|||
|
British Pound
|
158
|
|
|
(92
|
)
|
|
807
|
|
|||
|
Canadian Dollar
|
458
|
|
|
(62
|
)
|
|
(130
|
)
|
|||
|
Euro
|
208
|
|
|
1,413
|
|
|
(49
|
)
|
|||
|
Indonesian Rupiah
|
297
|
|
|
80
|
|
|
29
|
|
|||
|
Mexican Peso
|
141
|
|
|
23
|
|
|
(47
|
)
|
|||
|
Turkish Lira
|
300
|
|
|
32
|
|
|
93
|
|
|||
|
Other currencies, net
|
651
|
|
|
(452
|
)
|
|
529
|
|
|||
Total (gain) loss, net
|
$
|
2,598
|
|
|
$
|
951
|
|
|
$
|
1,776
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Service revenue
|
$
|
1,462
|
|
|
$
|
1,254
|
|
|
$
|
1,871
|
|
Sales revenue
|
5,708
|
|
|
10,736
|
|
|
2,638
|
|
|||
Total revenue
|
7,170
|
|
|
11,990
|
|
|
4,509
|
|
|||
|
|
|
|
|
|
||||||
Cost of services, exclusive of depreciation expense shown below
|
1,163
|
|
|
709
|
|
|
2,168
|
|
|||
Cost of product sales, exclusive of depreciation expense shown below
|
5,696
|
|
|
8,573
|
|
|
2,973
|
|
|||
Depreciation and Amortization
|
115
|
|
|
416
|
|
|
584
|
|
|||
Other Expense (income)
|
72
|
|
|
(180
|
)
|
|
56
|
|
|||
Operating Income (loss)
|
124
|
|
|
2,472
|
|
|
(1,272
|
)
|
|||
Income tax expense
|
182
|
|
|
361
|
|
|
(107
|
)
|
|||
Income (loss) from discontinued operations, net of income taxes
|
$
|
(58
|
)
|
|
$
|
2,111
|
|
|
$
|
(1,165
|
)
|
|
2018
|
|
2017
|
||||
Current assets
|
$
|
3,712
|
|
|
$
|
2,549
|
|
Non-current assets
|
1,848
|
|
|
1,048
|
|
||
Total assets
|
$
|
5,560
|
|
|
$
|
3,597
|
|
|
|
|
|
||||
Current liabilities
|
$
|
1,633
|
|
|
$
|
221
|
|
Non-current liabilities
|
82
|
|
|
75
|
|
||
Total liabilities
|
$
|
1,715
|
|
|
$
|
296
|
|
•
|
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, 2018
|
|
|
|
|
|
|
|
|||||||||
Revenues from unaffiliated clients
|
$
|
413,082
|
|
|
$
|
287,764
|
|
|
$
|
—
|
|
|
$
|
700,846
|
|
|
Inter-segment revenues
|
988
|
|
|
378
|
|
|
(1,366
|
)
|
|
—
|
|
|||||
Segment operating income
|
54,847
|
|
|
63,039
|
|
|
736
|
|
|
118,622
|
|
|||||
Total assets (at end of period)
|
315,503
|
|
|
270,832
|
|
|
62,492
|
|
|
648,827
|
|
|||||
Capital expenditures
|
12,829
|
|
|
8,222
|
|
|
690
|
|
|
21,741
|
|
|||||
Depreciation and amortization
|
16,747
|
|
|
4,271
|
|
|
2,069
|
|
|
23,087
|
|
|||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|||||||||
Revenues from unaffiliated clients
|
$
|
415,220
|
|
|
$
|
232,599
|
|
|
$
|
—
|
|
|
$
|
647,819
|
|
|
Inter-segment revenue
|
294
|
|
|
1,185
|
|
|
(1,479
|
)
|
|
—
|
|
|||||
Segment operating income (loss)
|
66,500
|
|
|
43,987
|
|
|
(519
|
)
|
|
109,968
|
|
|||||
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
|
|
|
4,435
|
|
|
2,117
|
|
|
24,524
|
|
SEGMENT BREAKDOWN BETWEEN SERVICES /
PRODUCT SALES
|
|
|||||||||||
2018
|
|
2017
|
|
2016
|
||||||||
Reservoir Description Services
|
$
|
387,098
|
|
|
$
|
393,742
|
|
|
$
|
400,034
|
|
|
Production Enhancement Services
|
99,722
|
|
|
86,522
|
|
|
68,354
|
|
||||
Total Revenue - Services
|
$
|
486,820
|
|
|
$
|
480,264
|
|
|
$
|
468,388
|
|
|
|
|
|
|
|
|
|||||||
Reservoir Description Product sales
|
$
|
25,984
|
|
|
$
|
21,478
|
|
|
$
|
26,171
|
|
|
Production Enhancement Product sales
|
188,042
|
|
|
146,077
|
|
|
95,673
|
|
||||
Total Revenue - Product sales
|
$
|
214,026
|
|
|
$
|
167,555
|
|
|
$
|
121,844
|
|
|
|
|
|
|
|
|
|||||||
Total Revenue
|
$
|
700,846
|
|
|
$
|
647,819
|
|
|
$
|
590,232
|
|
|
|
|
Quarter ended 2018
|
||||||||||||||
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||
Services and product sales revenue
|
|
$
|
173,207
|
|
|
$
|
182,146
|
|
|
$
|
175,475
|
|
|
$
|
170,018
|
|
|
Cost of services and product sales
|
|
125,694
|
|
|
128,179
|
|
|
123,773
|
|
|
119,318
|
|
|||||
Other operating expenses
(3)
|
|
29,535
|
|
|
19,088
|
|
|
18,253
|
|
|
18,384
|
|
|||||
Operating income
|
|
17,978
|
|
|
34,879
|
|
|
33,449
|
|
|
32,316
|
|
|||||
Interest expense
|
|
3,634
|
|
|
3,278
|
|
|
3,296
|
|
|
3,120
|
|
|||||
Income before income tax expense
|
|
14,344
|
|
|
31,601
|
|
|
30,153
|
|
|
29,196
|
|
|||||
Income tax expense
|
|
5,750
|
|
|
9,404
|
|
|
5,020
|
|
|
5,273
|
|
|||||
Net income from continuing operations
|
|
8,594
|
|
|
22,197
|
|
|
25,133
|
|
|
23,923
|
|
|||||
Net income (loss) from discontinued operations
|
|
408
|
|
|
208
|
|
|
(328
|
)
|
|
(346
|
)
|
|||||
Net income
|
|
9,002
|
|
|
22,405
|
|
|
24,805
|
|
|
23,577
|
|
|||||
Net income (loss) attributable to non-controlling interest
|
|
167
|
|
|
(7
|
)
|
|
53
|
|
|
50
|
|
|||||
Net income attributable to Core Laboratories N.V.
|
|
$
|
8,835
|
|
|
$
|
22,412
|
|
|
$
|
24,752
|
|
|
$
|
23,527
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Per share information:
|
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per share
(1) (2)
|
|
$
|
0.20
|
|
|
$
|
0.51
|
|
|
$
|
0.56
|
|
|
$
|
0.53
|
|
|
Diluted earnings per share
(1) (2)
|
|
$
|
0.20
|
|
|
$
|
0.50
|
|
|
$
|
0.56
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
44,226
|
|
|
44,216
|
|
|
44,203
|
|
|
44,179
|
|
|||||
Diluted
|
|
44,401
|
|
|
44,591
|
|
|
44,493
|
|
|
44,463
|
|
|
|
|
Quarter ended 2017
|
||||||||||||||
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||
Services and product sales revenue
|
|
$
|
170,111
|
|
|
$
|
162,887
|
|
|
$
|
158,212
|
|
|
$
|
156,609
|
|
|
Cost of services and product sales
|
|
119,942
|
|
|
118,361
|
|
|
113,635
|
|
|
113,021
|
|
|||||
Other operating expenses
|
|
17,764
|
|
|
17,857
|
|
|
17,222
|
|
|
20,049
|
|
|||||
Operating income
|
|
32,405
|
|
|
26,669
|
|
|
27,355
|
|
|
23,539
|
|
|||||
Interest expense
|
|
2,717
|
|
|
2,707
|
|
|
2,692
|
|
|
2,618
|
|
|||||
Income before income tax expense
|
|
29,688
|
|
|
23,962
|
|
|
24,663
|
|
|
20,921
|
|
|||||
Income tax expense
|
|
8,016
|
|
|
3,595
|
|
|
3,709
|
|
|
2,929
|
|
|||||
Net income from continuing operations
|
|
21,672
|
|
|
20,367
|
|
|
20,954
|
|
|
17,992
|
|
|||||
Net income (loss) from discontinued operations
|
|
(20
|
)
|
|
686
|
|
|
1,755
|
|
|
(310
|
)
|
|||||
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) (2)
|
|
$
|
0.49
|
|
|
$
|
0.48
|
|
|
$
|
0.51
|
|
|
$
|
0.40
|
|
|
Diluted earnings per share
(1) (2)
|
|
$
|
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
|
|
(1)
|
Basic earnings per share and Diluted earnings per share are based on Net income attributable to Core Laboratories N.V.
|
(2)
|
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.
|
(3)
|
Fourth quarter of 2018 includes charges of
$9.9 million
of additional stock compensation expenses. See Note 14.
|
|
|
Balance at Beginning of Period
|
|
Additions Charged to / Recovered from Expense
|
|
Write-offs
|
|
Other
(1)
|
|
Balance at End of Period
|
|||||||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Reserve for doubtful accounts
|
|
$
|
2,590
|
|
|
$
|
605
|
|
|
$
|
(560
|
)
|
|
$
|
15
|
|
|
$
|
2,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
(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 B.V.
|
|
Rotterdam, The Netherlands
|
|
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%
|
Date of
Grant
|
Number of Restricted
Performance
Shares
|
|
Performance
Period
Begins
|
Performance
Period Ends
|
Full Vesting Performance Criteria
|
February 14, 2017
|
_______
|
|
January 1, 2017
|
December 31, 2019
|
50% of the award will vest at the end of the Performance Period if the Company is in the top 50th percentile of Return on Invested Capital (ROIC) among the Bloomberg Peer Group, 100% of the award will vest if the Company is in the top 75th percentile of ROIC among the Bloomberg Peer Group and 150% of the award will vest if the Company is in the top 100th percentile (the top performing company) of the Bloomberg Peer Group, all as shown by data published by Bloomberg upon the close of the NYSE market on the last day of the Performance Period. The award will extrapolated on a a straight line basis from the 50th percentile to the 100th percentile. If the minimum criterion is not met, then no shares shall vest and the award hall be forfeited.
|
(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 11, 2019
|
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 11, 2019
|
By:
|
/s/ Christopher S. Hill
|
|
|
|
Christopher S. Hill
|
|
|
|
Chief Financial Officer
|
Date:
|
February 11, 2019
|
/s/ David M. Demshur
|
|
|
Name: David M. Demshur
|
|
|
Title: Chief Executive Officer
|
Date:
|
February 11, 2019
|
/s/ Christopher S. Hill
|
|
|
Name: Christopher S. Hill
|
|
|
Title: Chief Financial Officer
|