CLB-2011.6.30-10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 10-Q
(Mark One)
 
Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________________ to ______________
 
Commission File Number:  001-14273
 
CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)
 
The Netherlands
Not Applicable
(State of other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 
 
 
Herengracht 424
 
1017 BZ Amsterdam
 
The Netherlands
Not Applicable
(Address of principal executive offices)
(Zip Code)
 
 
(31-20) 420-3191
(Registrant's telephone number, including area code)
 
None
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes Q  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes Q  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Q
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  o
 
 
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ¨  No Q

The number of common shares of the registrant, par value EUR 0.02 per share, outstanding at July 28, 2011 was 46,585,151.



CORE LABORATORIES N.V.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2011
 
INDEX
 
PART I - FINANCIAL INFORMATION
 
 
Page
Item 1.
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CORE LABORATORIES N.V.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
 
June 30,
2011
 
December 31,
2010
ASSETS
(Unaudited)
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
24,561

 
$
133,880

Accounts receivable, net of allowance for doubtful accounts of $3,731 and  
$3,396 at 2011 and 2010, respectively
160,208

 
154,726

Inventories, net
42,508

 
33,979

Prepaid expenses and other current assets
27,414

 
26,735

TOTAL CURRENT ASSETS
254,691

 
349,320

PROPERTY, PLANT AND EQUIPMENT, net
105,126

 
104,223

INTANGIBLES, net
8,202

 
8,660

GOODWILL
154,217

 
154,217

DEFERRED TAX ASSETS, net
6,802

 

OTHER ASSETS
23,195

 
19,622

TOTAL ASSETS
$
552,233

 
$
636,042

LIABILITIES AND EQUITY
 

 
 

CURRENT LIABILITIES:
 

 
 

Accounts payable
$
61,331

 
$
44,710

Accrued payroll and related costs
28,087

 
28,621

Taxes other than payroll and income
9,116

 
7,796

Unearned revenue
22,830

 
20,181

Income tax payable
12,234

 
21,004

Short-term debt – Senior Exchangeable Notes
89,747

 
147,543

Other accrued expenses
12,753

 
9,498

TOTAL CURRENT LIABILITIES
236,098

 
279,353

DEFERRED COMPENSATION
24,001

 
21,241

DEFERRED TAX LIABILITIES, net

 
2,198

OTHER LONG-TERM LIABILITIES
37,749

 
32,046

COMMITMENTS AND CONTINGENCIES

 

EQUITY COMPONENT OF SHORT-TERM DEBT – SENIOR EXCHANGEABLE NOTES
2,183

 
8,864

EQUITY:
 
 
 

Preference shares, EUR 0.02 par value; 6,000,000 shares authorized,
none issued or outstanding

 

Common shares, EUR 0.02 par value;
200,000,000 shares authorized, 49,739,912 issued and 46,483,989 outstanding at 2011 and
49,739,912 issued and 45,521,186 outstanding at 2010
1,397

 
1,397

Additional paid-in capital

 

Retained earnings
459,634

 
536,991

Accumulated other comprehensive income (loss)
(6,055
)
 
(6,207
)
Treasury shares (at cost), 3,255,923 at 2011 and 4,218,726 at 2010
(205,913
)
 
(242,690
)
Total Core Laboratories N.V. shareholders' equity
249,063

 
289,491

Non-controlling interest
3,139

 
2,849

TOTAL EQUITY
252,202

 
292,340

TOTAL LIABILITIES AND EQUITY
$
552,233

 
$
636,042

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

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CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

 
Three Months Ended
 
June 30,
 
2011
 
2010
 
(Unaudited)
REVENUE:
 
 
 
Services
$
169,756

 
$
153,010

Product sales
56,029

 
45,892

Total Revenue
225,785

 
198,902

OPERATING EXPENSES:
 

 
 

Cost of services, exclusive of depreciation expense shown below
112,001

 
96,411

Cost of product sales, exclusive of depreciation expense shown below
40,272

 
32,506

General and administrative expenses
9,757

 
9,211

Depreciation
5,507

 
5,430

Amortization
298

 
336

Other expense, net
147

 
1,288

OPERATING INCOME
57,803

 
53,720

Loss on exchange of Senior Exchangeable Notes
210

 

Interest expense
2,499

 
4,114

Income before income tax expense
55,094

 
49,606

Income tax expense
14,710

 
15,244

Net income
40,384

 
34,362

Net income (loss) attributable to non-controlling interest
(67
)
 
146

Net income attributable to Core Laboratories N.V.
$
40,451

 
$
34,216

EARNINGS PER SHARE INFORMATION:
 

 
 

Basic earnings per share attributable to Core Laboratories N.V.
$
0.88

 
$
0.77

Diluted earnings per share attributable to Core Laboratories N.V.
$
0.83

 
$
0.71

Cash dividends per share
$
0.25

 
$
0.06

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
 

 
 

Basic
45,945

 
44,651

Diluted
48,662

 
47,957














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

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CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

 
Six Months Ended
 
June 30,
 
2011
 
2010
 
(Unaudited)
REVENUE:
 
 
 
Services
$
322,870

 
$
296,452

Product sales
109,648

 
90,787

Total Revenue
432,518

 
387,239

OPERATING EXPENSES:
 

 
 

Cost of services, exclusive of depreciation expense shown below
212,733

 
191,768

Cost of product sales, exclusive of depreciation expense shown below
76,290

 
62,737

General and administrative expenses
19,281

 
15,591

Depreciation
11,047

 
10,849

Amortization
589

 
671

Other (income) expense, net
(1,724
)
 
490

OPERATING INCOME
114,302

 
105,133

Loss on exchange of Senior Exchangeable Notes
839

 

Interest expense
4,859

 
8,173

Income before income tax expense
108,604

 
96,960

Income tax expense
22,228

 
30,312

Net income
86,376

 
66,648

Net income (loss) attributable to non-controlling interest
(365
)
 
227

Net income attributable to Core Laboratories N.V.
$
86,741

 
$
66,421

EARNINGS PER SHARE INFORMATION:
 

 
 

Basic earnings per share attributable to Core Laboratories N.V.
$
1.90

 
$
1.48

Diluted earnings per share attributable to Core Laboratories N.V.
$
1.77

 
$
1.40

Cash dividends per share
$
0.50

 
$
0.12

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
 

 
 

Basic
45,587

 
44,743

Diluted
48,942

 
47,396














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

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CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
Six Months Ended
 
June 30,
 
2011
 
2010
 
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
86,376

 
$
66,648

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

 
 

Net (recovery) provision for doubtful accounts
40

 
811

Provisions for inventory obsolescence
357

 
298

Equity in earnings of affiliates
(117
)
 
(239
)
Stock-based compensation
5,923

 
3,836

Depreciation and amortization
11,636

 
11,520

Non-cash interest expense
4,144

 
7,735

(Gain) loss on sale of assets
(138
)
 
8

Gain on insurance recovery
(779
)
 

Loss on exchange of Senior Exchangeable Notes
839

 

Realization of pension obligation
152

 
171

(Increase) decrease in value of life insurance policies
(685
)
 
765

Deferred income taxes
(10,735
)
 
(8,822
)
Changes in assets and liabilities:
 
 
 
Accounts receivable
(5,627
)
 
(4,618
)
Inventories
(8,886
)
 
(1,876
)
Prepaid expenses and other current assets
1,055

 
23,896

Other assets
(623
)
 
(540
)
Accounts payable
8,639

 
6,519

Accrued expenses
(2,080
)
 
7,698

Other long-term liabilities
8,463

 
(2,450
)
Net cash provided by operating activities
97,954

 
111,360

CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Capital expenditures
(11,984
)
 
(12,696
)
Patents and other intangibles
(132
)
 
(142
)
Business Acquisitions

 
(9,000
)
Proceeds from sale of assets
171

 
125

Proceeds from insurance recovery
884

 

Premiums on life insurance
(1,243
)
 
(921
)
Net cash used in investing activities
(12,304
)
 
(22,634
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Repayment of debt borrowings
(64,477
)
 

Stock options exercised
241

 
295

Excess tax benefits from stock-based compensation
2,289

 
798

Debt financing costs
(1,094
)
 

Settlement of warrants
(57,777
)
 

Non-controlling interest - contributions
895

 

Non-controlling interest - dividend
(240
)
 
(181
)
Dividends paid
(22,709
)
 
(5,375
)
Repurchase of common shares
(52,097
)
 
(91,686
)
Net cash used in financing activities
(194,969
)
 
(96,149
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(109,319
)
 
(7,423
)
CASH AND CASH EQUIVALENTS, beginning of period
133,880

 
181,045

CASH AND CASH EQUIVALENTS, end of period
$
24,561

 
$
173,622



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

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CORE LABORATORIES N.V.
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the accounts of Core Laboratories N.V. and its subsidiaries for which we have a controlling voting interest and/or a controlling financial interest. These financial statements have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") for interim financial information using the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information and footnote disclosures required by U.S. GAAP and should be read in conjunction with the financial statements and the summary of significant accounting policies and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

Core Laboratories N.V. uses the equity method of accounting for investments in which it has less than a majority interest and over which it does not exercise control. Non-controlling interest has been recorded to reflect outside ownership attributable to consolidated subsidiaries that are less than 100% owned.  In the opinion of management, all adjustments considered necessary for the periods presented have been included in these financial statements.  Furthermore, the operating results presented for the three and six months ended June 30, 2011 may not necessarily be indicative of the results that may be expected for the year ended December 31, 2011.

Core Laboratories N.V.'s balance sheet information for the year ended December 31, 2010 was derived from the 2010 audited consolidated financial statements but does not include all disclosures in accordance with U.S. GAAP.

Certain reclassifications were made to prior period amounts in order to conform to the current period presentation.  These reclassifications had no impact on the reported net income for the three and six month periods ended June 30, 2011.

References to "Core Lab", "we", "our" and similar phrases are used throughout this Quarterly Report on Form 10-Q and relate collectively to Core Laboratories N.V. and its consolidated subsidiaries.

2.  INVENTORIES

Inventories consist of the following (in thousands):

 
June 30,
2011
 
December 31,
2010
 
(Unaudited)
 
 
Finished goods
$
31,843

 
$
24,476

Parts and materials
8,716

 
6,727

Work in progress
1,949

 
2,776

Total inventories, net
$
42,508

 
$
33,979


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

3. GOODWILL AND INTANGIBLES

We account for intangible assets with indefinite lives, including goodwill, in accordance with the applicable accounting guidance, which requires us to evaluate these assets for impairment annually, or more frequently if an indication of impairment has occurred.  Based upon our most recent evaluation, we determined that goodwill is not impaired.  We amortize intangible assets with a defined term on a straight-line basis over their respective useful lives.

In 2010, we acquired fracture diagnostics assets for $9.0 million in cash.  The acquisition was recorded in the Production Enhancement business segment and resulted in an increase of $5.6 million in goodwill and an increase of $3.2 million in intangible assets.  The intangible assets will be amortized over a period of 36 to 60 months.




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4.  DEBT

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

 
June 30,
2011
 
December 31,
2010
 
(Unaudited)
 
 
Senior exchangeable notes
$
91,930

 
$
156,407

Discount on senior exchangeable notes
(2,183
)
 
(8,864
)
Net senior exchangeable notes
$
89,747

 
$
147,543


In 2006, Core Laboratories LP, an entity 100% indirectly owned by Core Laboratories N.V., issued $300.0 million aggregate principal amount of Senior Exchangeable Notes (the "Notes") which are fully and unconditionally guaranteed by Core Laboratories N.V. and mature on October 31, 2011.  The Notes bear interest at a rate of 0.25% per year paid on a semi-annual basis.

With the additional amortization of the discount on the Notes, the effective interest rate is 7.48% for the three and six month period ended June 30, 2011, which resulted in additional non-cash interest expense of $1.8 million and $3.9 million for the three months ended June 30, 2011 and 2010, respectively, and $4.0 million and $7.7 million for the six months ended June 30, 2011 and 2010, respectively.  Each Note carries a $1,000 principal amount and is exchangeable into shares of Core Laboratories N.V. common stock under certain circumstances at an exchange price of $45.51 per share, or 21.9738 shares per Note.  Upon exchange, holders will receive cash for the principal amount plus any amount related to fractional shares, and any excess exchange value will be delivered in whole shares of Core Laboratories N.V. common stock at the completion of the valuation period as defined under our Notes agreement.  At June 30, 2011, the Notes were trading at 243% of their face value which is equivalent to $131.5 million of value in excess of the aggregate principal amount. At December 31, 2010, the Notes were trading at 197% of their face value which is equivalent to $151.7 million of value in excess of the aggregate principal amount.  There were 91,930 and 156,407 Notes outstanding at June 30, 2011 and December 31, 2010, respectively.

Under the terms of the Notes, defined criteria were met which allowed the Notes to be early exchanged during the second quarter of 2011, as it was during the first quarter of 2011, and as a result the equity component of the Notes at June 30, 2011 was classified as temporary equity.  This balance combined with the debt amount reflects the amount that could result in cash settlement upon exchange.  We received nine requests to exchange 17,909 Notes which were settled during the second quarter for $17.9 million in cash and 213,936 shares of our common stock, all of which were treasury shares, resulting in a loss of $0.2 million.  We also received five requests during the second quarter to exchange 888 Notes which we will settle during the third quarter upon completion of the requisite holding period per the Note Indenture agreement.

On April 19, 2011, we entered into an agreement for an amended revolving credit facility(the "Credit Facility") that we maintain that allowed for an aggregate borrowing capacity of $300.0 million at June 30, 2011. The Credit Facility also provided an option to increase the commitment under the Credit Facility to $350.0 million, if certain conditions are met.  The Credit Facility bears interest at variable rates from LIBOR plus 1.75% to a maximum of LIBOR plus 2.50%.  Any outstanding balance under the Credit Facility is due in December 2015 when the Credit Facility matures.   Interest payment terms are variable depending upon the specific type of borrowing under this facility. Our available capacity is reduced by outstanding letters of credit and performance guarantees and bonds totaling $14.5 million at June 30, 2011 relating to certain projects in progress.  Our available borrowing capacity under the Credit Facility at June 30, 2011 was $285.5 million.  As of June 30, 2011, we had $17.9 million of outstanding letters of credit and performance guarantees and bonds in addition to those under the Credit Facility.

The terms of the Credit Facility require us to meet certain financial and operational covenants. We believe that we were in compliance with all such covenants at June 30, 2011.  All of our material, wholly owned subsidiaries are guarantors or co-borrowers under the Credit Facility.

5.  PENSIONS AND OTHER POSTRETIREMENT BENEFITS

We provide a noncontributory defined benefit pension plan covering substantially all of our Dutch employees (the "Dutch Plan") who were hired prior to 2007 based on years of service and final pay or career average pay, depending on when the employee began participating. The benefits earned by the employees are immediately vested.  We fund the future obligations of the Dutch Plan by purchasing investment contracts from a large multi-national insurance company.  The investment contracts

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are purchased annually and expire after five years at which time they are replaced with new contracts that are adjusted to include changes in the benefit obligation for the current year and redemption of the expired contracts.  We determine the fair value of
these plan assets with the assistance of an actuary using observable inputs (Level 2).  We make annual premium payments to the insurance company, based on each employee's age and current salary.

The following table summarizes the components of net periodic pension cost under this plan for the three and six months ended June 30, 2011 and 2010 (in thousands):

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2011
 
2010
 
2011
 
2010
 
(Unaudited)
 
(Unaudited)
Service cost
$
352

 
$
304

 
$
687

 
$
627

Interest cost
454

 
352

 
886

 
728

Expected return on plan assets
(211
)
 
(111
)
 
(412
)
 
(230
)
Amortization of transition asset
(22
)
 
(22
)
 
(44
)
 
(44
)
Amortization of prior service cost
40

 
40

 
80

 
80

Amortization of net loss
84

 
95

 
168

 
189

Net periodic pension cost
$
697

 
$
658

 
$
1,365

 
$
1,350


During the six months ended June 30, 2011, we contributed approximately $1.9 million, as determined by the insurance company, to fund the estimated 2011 premiums on investment contracts held by the Dutch Plan.

We have adopted a non-qualified deferred compensation plan that allows certain highly compensated employees to defer a portion of their salary, commission and bonus, as well as the amount of any reductions in their deferrals under the deferred compensation plan for employees in the United States (the "Deferred Compensation Plan"), due to certain limitations imposed by the U.S. Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").  The Deferred Compensation Plan also provides for employer contributions to be made on behalf of participants equal in amount to certain forfeitures of, and/or reductions in, employer contributions that participants could have received under the 401(k) Plan in the absence of certain limitations imposed by the Internal Revenue Code. Employer contributions to the Deferred Compensation Plan vest ratably over a period of five years. Contributions to the plan are invested in equity and other investment fund assets, and carried on the balance sheet at fair value.  A participant's plan benefits include the participant's deferrals, the vested portion of the employer's contributions, and deemed investment gains and losses on such amounts. The benefits under these contracts are fully vested and payment of benefits generally commences as of the last day of the month following the termination of services except that the payment of benefits for select executives generally commences on the first working day following a six month waiting period following the date of termination.

On a recurring basis, we use the market approach to value certain assets and liabilities at fair value at quoted prices in an active market (Level 1) and certain assets and liabilities using significant other observable inputs (Level 2). We do not have any assets or liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Gains and losses related to the fair value changes in the deferred compensation assets and liabilities are recorded in General and Administrative Expenses in the Consolidated Statements of Operations.  The following table summarizes the fair value balances (in thousands):

(Unaudited)
 
 
Fair Value Measurement at
 
 
 
June 30, 2011
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Deferred compensation plan trust assets
$
10,156

 
$

 
$
10,156

 
$

Liabilities:
 

 
 

 
 
 
 
Deferred compensation plan
$
15,203

 
$
2,932

 
$
12,271

 
$



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Fair Value Measurement at
 
 
 
December 31, 2010
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Deferred compensation plan trust assets
$
8,802

 
$

 
$
8,802

 
$

Liabilities:
 

 
 
 
 
 
 
Deferred compensation plan
$
13,063

 
$
2,275

 
$
10,788

 
$


6. COMMITMENTS AND CONTINGENCIES

We have been and may from time to time be named as a defendant in legal actions that arise in the ordinary course of business.  These include, but are not limited to, employment-related claims and contractual disputes or claims for personal injury or property damage which occur in connection with the provision of our products and services.  Management does not currently believe that any of our pending contractual, employment-related, personal injury or property damage claims and disputes will have a material effect on our future results of operations, financial position or cash flow.

7.  EQUITY

During the three months ended June 30, 2011, we repurchased 23,409 of our common shares for $2.3 million. These shares were surrendered to us pursuant to the terms of a stock-based compensation plan in consideration of the participants' tax burdens that may result from the issuance of common shares under that plan. During the six months ended June 30, 2011, we repurchased 574,174 of our common shares for $52.1 million. Included in this total were rights to 29,680 shares valued at $2.9 million that were surrendered to us pursuant to the terms of a stock-based compensation plan in consideration of the participants' tax burdens that may result from the issuance of common shares under that plan. Such common shares, unless canceled, may be reissued for a variety of purposes such as future acquisitions, employee stock awards, exchange of the Notes, or settlement of outstanding warrants.

In February and May 2011, we paid a quarterly dividend of $0.25 per share of common stock.  In addition, on July 12, 2011, we declared a quarterly dividend of $0.25 per share of common stock for shareholders of record on July 22, 2011 and payable on August 22, 2011.

In 2006, we sold warrants on our common shares, which have an exercise price of $61.25 per share, and will settle in January 2012.  The warrant agreement calls for the net value of these warrants to be settled with Core Laboratories N.V. common shares. 

In May 2011, we reached an agreement with the holder of the warrants to accelerate the settlement of 25% of the warrants. This agreement called for the daily settlement of 82,402 warrants using an exercise price which was adjusted based on the daily volume weighted average price. During May and June 2011, we settled 1,648,040 of the outstanding warrants using a calculated exercise price which averaged $59.57 during the period. These settlements resulted in the distribution of 630,744 shares of treasury stock. There was a second agreement entered into during the first week of June 2011 with the holder of the warrants to accelerate the settlement of an additional 25% of the original number of warrants during the months of June and July 2011. During June 2011, we settled 1,565,638 warrants using a calculated exercise price which averaged $60.24 during the period. We had the option to settle this tranche of warrants with cash or shares. These settlements resulted in a distribution of $57.8 million in cash during June 2011 with an additional $8.0 million in cash and 37,692 shares distributed in July 2011.

The following table summarizes our changes in equity for the six months ended June 30, 2011 (in thousands):


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Common
 
Additional
Paid-In
 
Retained
 
Accumulated
Other
Comprehensive
 
Treasury
 
Non-
Controlling
 
Total
(Unaudited)
Shares
 
Capital
 
Earnings
 
Income (Loss)
 
Stock
 
Interest
 
Equity
December 31, 2010
$
1,397

 
$

 
$
536,991

 
$
(6,207
)
 
$
(242,690
)
 
$
2,849

 
$
292,340

Stock options exercised

 
(1,377
)
 

 

 
1,618

 

 
241

Stock based-awards

 
307

 

 

 
5,616

 

 
5,923

Tax benefit of stock-based awards issued

 
2,289

 

 

 

 

 
2,289

Repurchase of common shares

 

 

 

 
(52,097
)
 

 
(52,097
)
Dividends paid

 

 
(22,709
)
 

 

 

 
(22,709
)
Equity component of short-term debt

 
6,681

 

 

 

 

 
6,681

Exchange of Senior Exchangeable Notes

 
(5,031
)
 
(40,311
)
 

 
43,452

 

 
(1,890
)
Settlement of warrants

 
(2,869
)
 
(101,078
)
 

 
38,188

 

 
(65,759
)
Non-controlling interest contribution

 

 

 

 

 
895

 
895

Non-controlling interest dividends

 

 

 

 

 
(240
)
 
(240
)
Comprehensive income:
 

 
 

 
 

 
 

 
 

 
 

 
 

Amortization of deferred pension costs, net of tax

 

 

 
152

 

 


 
152

Net income (loss)

 

 
86,741

 

 

 
(365
)
 
86,376

Total comprehensive income
 

 
 

 
 

 
 

 
 

 
 

 
86,528

June 30, 2011
$
1,397

 
$

 
$
459,634

 
$
(6,055
)
 
$
(205,913
)
 
$
3,139

 
$
252,202



Comprehensive Income

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

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2011
 
2010
 
2011
 
2010
 
(Unaudited)
 
(Unaudited)
Net income
$
40,384

 
$
34,362

 
$
86,376

 
$
66,648

Amortization of deferred pension costs, net of tax
76

 
86

 
152

 
171

Total comprehensive income
$
40,460

 
$
34,448

 
$
86,528

 
$
66,819








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Accumulated other comprehensive income (loss) consisted of the following (in thousands):

 
June 30,
2011
 
December 31,
2010
 
(Unaudited)
 
 
Prior service cost
$
(793
)
 
$
(853
)
Transition asset
292

 
324

Unrecognized net actuarial loss
(5,554
)
 
(5,678
)
Total accumulated other comprehensive income (loss)
$
(6,055
)
 
$
(6,207
)

8.  EARNINGS PER SHARE

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

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2011
 
2010
 
2011
 
2010
 
(Unaudited)
 
(Unaudited)
Weighted average basic common shares outstanding
45,945

 
44,651

 
45,587

 
44,743

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options
23

 
55

 
24

 
56

Contingent shares
68

 
44

 
63

 
37

Restricted stock and other
230

 
568

 
274

 
550

 Senior exchangeable notes
1,097

 
1,823

 
1,176

 
1,586

 Warrants
1,299

 
816

 
1,818

 
424

Weighted average diluted common and potential common shares outstanding
48,662

 
47,957

 
48,942

 
47,396


In 2006, we sold warrants on our common shares, which have an exercise price of $61.25 per share, and will settle in January 2012.  The warrant agreement calls for the net value of these warrants to be settled with Core Laboratories N.V. common shares. 

Included in the table above are 1,299,000 and 816,000 shares which were added to the share count for the three months ended June 30, 2011 and 2010, respectively, and 1,818,000 and 424,000 shares which were added to the share count for the six months ended June 30, 2011 and 2010, respectively, because the average share price exceeded the strike price of the warrants.  These shares were included in calculating the impact to our dilutive earnings per share for the three and six months ended June 30, 2011 and 2010.

9. OTHER (INCOME) EXPENSE, NET

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


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Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2011
 
2010
 
2011
 
2010
 
(Unaudited)
 
(Unaudited)
(Gain) loss on sale of assets
$
(75
)
 
$
39

 
$
(138
)
 
$
8

Foreign exchange (gain) loss
(9
)
 
1,712

 
(521
)
 
1,621

Interest income
(30
)
 
(130
)
 
(85
)
 
(142
)
Rents and royalties
(382
)
 
(218
)
 
(833
)
 
(700
)
Gain on insurance recovery
(69
)
 

 
(779
)
 

Legal entity realignment
711

711


 
711

 

Other, net
1

 
(115
)
 
(79
)
 
(297
)
Total other (income) expense, net
$
147

 
$
1,288

 
$
(1,724
)
 
$
490


During the third quarter of 2010, an office and laboratory facility was damaged by fire, resulting in the loss of the laboratory portion of the building, as well as some of the laboratory equipment.  The final settlement was reached in the first quarter of 2011, which resulted in a gain of $0.8 million.

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

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2011
 
2010
 
2011
 
2010
 
(Unaudited)
 
(Unaudited)
British Pound
$
44

 
$
158

 
$
(47
)
 
$
416

Canadian Dollar
(124
)
 
149

 
(543
)
 
(236
)
Euro
41

 
1,619

 
(25
)
 
1,589

Mexican Peso
36

 
(14
)
 
142

 
94

Russian Ruble
(24
)
 
(69
)
 
(219
)
 
(15
)
Other currencies, net
18

 
(131
)
 
171

 
(227
)
Total (gain) loss
$
(9
)
 
$
1,712

 
$
(521
)
 
$
1,621


10.  INCOME TAX EXPENSE

The effective tax rates for the three months ended June 30, 2011 and 2010 were 26.7% and 30.7%, respectively.  The effective tax rates for year to date 2011 and 2010 were 20.5% and 31.3%, respectively. Included in income tax expense is the reversal in the six months ended June 30, 2011 of $10.4 million in tax liabilities provided over the period of 2007-2010 as a result of recently concluded audits of prior year returns.  The liability reversal reflects the impact of positions sustained in certain audits.

11.  SEGMENT REPORTING

We operate our business in three reportable segments:  (1) Reservoir Description, (2) Production Enhancement and (3) Reservoir Management.  These business segments provide different services and utilize different technologies.

Reservoir Description: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples. We provide analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry.
Production Enhancement: Includes products and services relating to reservoir well completions, perforations, stimulations and production. We provide integrated services to evaluate the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.
Reservoir Management: Combines and integrates information from reservoir description and production enhancement services to increase production and improve recovery of oil and gas from our clients' reservoirs.

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Results for these business segments are presented below.  We use the same accounting policies to prepare our business segment results as are used to prepare our Consolidated Financial Statements.  We evaluate performance based on income or loss before income tax, interest and other non-operating income (expense). All interest and other non-operating income (expense) is attributable to the Corporate & Other area and is not allocated to specific business segments. Summarized financial information concerning our segments is shown in the following table (in thousands):

(Unaudited)
Reservoir Description
 
Production Enhancement
 
Reservoir Management
 
Corporate & Other 1
 
Consolidated
Three Months Ended June 30, 2011
 
 
 
 
 
 
 
 
 
Revenues from unaffiliated customers
$
118,758

 
$
88,787

 
$
18,240

 
$

 
$
225,785

Inter-segment revenues
447

 
357

 
595

 
(1,399
)
 

Segment operating income
26,629

 
24,500

 
7,307

 
(633
)
 
57,803

Total assets
272,298

 
208,114

 
19,146

 
52,675

 
552,233

Capital expenditures
4,079

 
2,499

 
284

 
743

 
7,605

Depreciation and amortization
3,517

 
1,578

 
169

 
541

 
5,805

Three Months Ended June 30, 2010
 
 
 

 
 

 
 

 
 

Revenues from unaffiliated customers
$
106,528

 
$
79,717

 
$
12,657

 
$

 
$
198,902

Inter-segment revenues
248

 
419

 
427

 
(1,094
)
 

Segment operating income (loss)
25,074

 
26,152

 
3,672

 
(1,178
)
 
53,720

Total assets
258,759

 
190,512

 
14,245

 
189,145

 
652,661

Capital expenditures
4,600

 
720

 
219

 
1,002

 
6,541

Depreciation and amortization
3,523

 
1,626

 
166

 
451

 
5,766

Six Months Ended June 30, 2011
 
 
 
 
 
 
 
 
 
Revenues from unaffiliated customers
$
226,379

 
$
170,885

 
$
35,254

 
$

 
$
432,518

Inter-segment revenues
816

 
665

 
954

 
(2,435
)
 

Segment operating income (loss)
53,067

 
47,762

 
13,971

 
(498
)
 
114,302

Total assets
272,298

 
208,114

 
19,146

 
52,675

 
552,233

Capital expenditures
7,382

 
3,303

 
391

 
908

 
11,984

Depreciation and amortization
6,999

 
3,217

 
349

 
1,071

 
11,636

Six Months Ended June 30, 2010
 
 
 
 
 
 
 
 
 
Revenues from unaffiliated customers
$
210,621

 
$
148,561

 
$
28,057

 
$

 
$
387,239

Inter-segment revenues
548

 
713

 
715

 
(1,976
)
 

Segment operating income (loss)
50,215

 
47,095

 
9,292

 
(1,469
)
 
105,133

Total assets
258,759

 
190,512

 
14,245

 
189,145

 
652,661

Capital expenditures
9,929

 
1,392

 
257

 
1,118

 
12,696

Depreciation and amortization
7,030

 
3,249

 
324

 
917

 
11,520

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

12. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Core Laboratories N.V. has fully and unconditionally guaranteed all of the Notes issued by Core Laboratories LP in 2006. Core Laboratories LP is an entity 100% indirectly owned by Core Laboratories N.V.

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

The following condensed consolidating financial information presents: balance sheets as of June 30, 2011 and December 31, 2010, statements of operations for each of the three and six months ended June 30, 2011 and 2010 and the statements of cash flows for each of the six months ended June 30, 2011 and 2010 of (a) Core Laboratories N.V., parent/guarantor, (b) Core Laboratories LP, issuer of public debt securities guaranteed by Core Laboratories N.V., (c) the non-guarantor subsidiaries, (d) consolidating adjustments

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necessary to consolidate Core Laboratories N.V. and its subsidiaries and (e) Core Laboratories N.V. on a consolidated basis.

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Condensed Consolidating Balance Sheets (Unaudited)
 
 
 
 
 
 
 
 
(In thousands)
June 30, 2011
 
Core Laboratories N.V. (Parent/ Guarantor)
 
Core Laboratories LP (Issuer)
 
Other Subsidiaries (Non- Guarantors)
 
Consolidating Adjustments
 
Consolidated Total
ASSETS
 
 
 
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
9,240

 
$
6,138

 
$
9,183

 
$

 
$
24,561

Accounts receivable, net
281

 
35,209

 
124,718

 

 
160,208

Inventories, net

 
4,264

 
38,244

 

 
42,508

Prepaid expenses and other current assets
6,122

 
8,632

 
12,660

 

 
27,414

Total current assets
15,643

 
54,243

 
184,805

 

 
254,691

PROPERTY, PLANT AND EQUIPMENT, net

 
20,921

 
84,205

 

 
105,126

GOODWILL AND INTANGIBLES, net
46,986

 
15,445

 
99,988

 

 
162,419

INTERCOMPANY RECEIVABLES
18,720

 
89,185

 
397,713

 
(505,618
)
 

INVESTMENT IN AFFILIATES
566,537

 

 
1,596,076

 
(2,161,801
)
 
812

DEFERRED TAX ASSET
2,453

 

 
5,978

 
(1,629
)
 
6,802

OTHER ASSETS
3,347

 
15,713

 
3,323

 

 
22,383

TOTAL ASSETS
$
653,686

 
$
195,507

 
$
2,372,088

 
$
(2,669,048
)
 
$
552,233

LIABILITIES AND EQUITY
 
 
 

 
 

 
 

 
 

CURRENT LIABILITIES:


 
 

 
 

 
 

 
 

Accounts payable
$
8,968

 
$
8,974

 
$
43,389

 
$

 
$
61,331

Short-term debt

 
89,747

 

 

 
89,747

Other accrued expenses
2,366

 
30,844

 
51,810

 

 
85,020

Total current liabilities
11,334

 
129,565

 
95,199

 

 
236,098

LONG-TERM DEBT

 

 

 

 

DEFERRED COMPENSATION
6,476

 
17,421

 
104

 

 
24,001

DEFERRED TAX LIABILITY

 
762

 
867

 
(1,629
)
 

INTERCOMPANY PAYABLES
372,606

 

 
133,012

 
(505,618
)
 

OTHER LONG-TERM LIABILITIES
14,207

 
2,963

 
20,579

 

 
37,749

Equity Component of Short-term Debt -Senior Exchangeable Notes

 
2,183

 

 

 
2,183

SHAREHOLDERS' EQUITY
249,063

 
42,613

 
2,119,188

 
(2,161,801
)
 
249,063

NON-CONTROLLING INTEREST

 

 
3,139

 

 
3,139

TOTAL EQUITY
249,063

 
42,613

 
2,122,327

 
(2,161,801
)
 
252,202

TOTAL LIABILITIES AND EQUITY
$
653,686

 
$
195,507

 
$
2,372,088

 
$
(2,669,048
)
 
$
552,233



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Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
(In thousands)
December 31, 2010
 
Core Laboratories N.V. (Parent/ Guarantor)
 
Core Laboratories LP (Issuer)
 
Other Subsidiaries (Non- Guarantors)
 
Consolidating Adjustments
 
Consolidated Total
ASSETS
 
 
 
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
11,162

 
$
88,612

 
$
34,106

 
$

 
$
133,880

Accounts receivable, net
10

 
33,637

 
121,079

 

 
154,726

Inventories, net

 
4,127

 
29,852

 

 
33,979

Prepaid expenses and other current assets
5,641

 
9,437

 
11,657

 

 
26,735

 
16,813

 
135,813

 
196,694

 

 
349,320

PROPERTY, PLANT AND EQUIPMENT, net

 
21,139

 
83,084

 

 
104,223

GOODWILL AND INTANGIBLES, net
46,986

 
15,838

 
100,053

 

 
162,877

INTERCOMPANY RECEIVABLES
21,749

 
164,945

 
242,754

 
(429,448
)
 

INVESTMENT IN AFFILIATES
553,693

 

 
1,567,416

 
(2,120,414
)
 
695

DEFERRED TAX ASSET
2,810

 

 
6,436

 
(9,246
)
 

OTHER ASSETS
3,209

 
13,099

 
2,619

 

 
18,927

TOTAL ASSETS
$
645,260

 
$
350,834

 
$
2,199,056

 
$
(2,559,108
)
 
$
636,042

LIABILITIES AND EQUITY
 
 

 
 

 
 

 
 

CURRENT LIABILITIES:
 

 
 

 
 

 
 

 
 

Accounts payable
$
336

 
$
5,144

 
$
39,230

 
$

 
$
44,710

Short-term debt

 
147,543

 

 

 
147,543

Other accrued expenses
2,291

 
29,250

 
55,559

 

 
87,100

 
2,627

 
181,937

 
94,789

 

 
279,353

DEFERRED COMPENSATION
6,159

 
14,981

 
101

 

 
21,241

DEFERRED TAX LIABILITY

 
11,444

 

 
(9,246
)
 
2,198

INTERCOMPANY PAYABLES
333,651

 

 
95,797

 
(429,448
)
 

OTHER LONG-TERM LIABILITIES
13,332

 
1,099

 
17,615

 

 
32,046

Equity Component of Short-term Debt -Senior Exchangeable Notes

 
8,864

 

 

 
8,864

SHAREHOLDERS' EQUITY
289,491

 
132,509

 
1,987,905

 
(2,120,414
)
 
289,491

NON-CONTROLLING INTEREST

 

 
2,849

 

 
2,849

TOTAL EQUITY
289,491

 
132,509

 
1,990,754

 
(2,120,414
)
 
292,340

TOTAL LIABILITIES AND EQUITY
$
645,260

 
$
350,834

 
$
2,199,056

 
$
(2,559,108
)
 
$
636,042





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Condensed Consolidating Statements of Operations (Unaudited)
 
 
 
 
 
 
 
 
(In thousands)
Three Months Ended June 30, 2011
 
Core Laboratories N.V. (Parent/ Guarantor)
 
Core Laboratories LP (Issuer)
 
Other Subsidiaries (Non- Guarantors)
 
Consolidating Adjustments
 
Consolidated Total
REVENUE
 
 
 
 
 
 
 
 
 
Operating revenue
$

 
$
52,935

 
$
172,850

 
$

 
$
225,785

Intercompany revenue
409

 
6,314

 
30,838

 
(37,561
)
 

Earnings (loss) from consolidated affiliates
48,014

 

 
90,507

 
(138,521
)
 

Total revenue
48,423

 
59,249

 
294,195

 
(176,082
)
 
225,785

OPERATING EXPENSES
 

 
 

 
 

 
 

 
 

Operating costs
264

 
26,698

 
125,311

 

 
152,273

General and administrative expenses
1,971

 
7,784

 
2

 

 
9,757

Depreciation and amortization

 
1,599

 
4,206

 

 
5,805

Other (income) expense, net
814

 
3,664

 
29,915

 
(34,246
)
 
147

Operating income
45,374

 
19,504

 
134,761

 
(141,836
)
 
57,803

Loss on exchange of Senior Exchangeable Notes

 
210

 

 

 
210

Interest expense

 
24,256

 

 
(21,757
)
 
2,499

Income (loss) before income tax expense
45,374

 
(4,962
)
 
134,761

 
(120,079
)
 
55,094

Income tax expense (benefit)
4,923

 
(8,436
)
 
18,223

 

 
14,710

Net income
40,451

 
3,474

 
116,538

 
(120,079
)
 
40,384

Net income (loss) attributable to non-controlling interest

 

 
(67
)
 

 
(67
)
Net income (loss) attributable to Core Laboratories
$
40,451

 
$
3,474

 
$
116,605

 
$
(120,079
)
 
$
40,451




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Condensed Consolidating Statements of Operations (Unaudited)
 
 
 
 
 
 
 
 
(In thousands)
Six Months Ended June 30, 2011
 
Core Laboratories N.V. (Parent/ Guarantor)
 
Core Laboratories LP (Issuer)
 
Other Subsidiaries (Non- Guarantors)
 
Consolidating Adjustments
 
Consolidated Total
REVENUE
 
 
 
 
 
 
 
 
 
Operating revenue
$

 
$
100,735

 
$
331,783

 
$

 
$
432,518

Intercompany revenue
769

 
11,695

 
70,894

 
(83,358
)
 

Earnings (loss) from consolidated affiliates
86,708

 

 
70,803

 
(157,511
)
 

Total revenue
87,477

 
112,430

 
473,480

 
(240,869
)
 
432,518

OPERATING EXPENSES
 

 
 

 
 

 
 

 
 

Operating costs
558

 
51,997

 
236,468

 

 
289,023

General and administrative expenses
4,615

 
14,654

 
12

 

 
19,281

Depreciation and amortization

 
3,229

 
8,407

 

 
11,636

Other (income) expense, net
943

 
6,609

 
56,342

 
(65,618
)
 
(1,724
)
Operating income
81,361

 
35,941

 
172,251

 
(175,251
)
 
114,302

Loss on exchange of Senior Exchangeable Notes

 
839

 

 

 
839

Interest expense

 
83,009

 

 
(78,150
)
 
4,859

Income (loss) before income tax expense
81,361

 
(47,907
)
 
172,251

 
(97,101
)
 
108,604

Income tax expense (benefit)
(5,380
)
 
10,991

 
16,617

 

 
22,228

Net income
86,741

 
(58,898
)
 
155,634

 
(97,101
)
 
86,376

Net income (loss) attributable to non-controlling interest

 

 
(365
)
 

 
(365
)
Net income (loss) attributable to Core Laboratories
$
86,741

 
$
(58,898
)
 
$
155,999

 
$
(97,101
)
 
$
86,741




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Condensed Consolidating Statements of Cash Flows (Unaudited)
 
 
 
 
 
 
 
 
(In thousands)
Six Months Ended June 30, 2011
 
Core Laboratories N.V. (Parent/ Guarantor)
 
Core Laboratories LP (Issuer)
 
Other Subsidiaries (Non- Guarantors)
 
Consolidating Adjustments
 
Consolidated Total
Net cash provided by (used in) operating activities
$
128,131

 
$
(14,422
)
 
$
(15,755
)
 
$

 
$
97,954

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
 
 

Capital expenditures

 
(1,256
)
 
(10,728
)
 

 
(11,984
)
Patents and other intangibles

 
(16
)
 
(116
)
 

 
(132
)
Proceeds from sale of assets

 
34

 
137

 

 
171

Proceeds from insurance recovery

 

 
884

 

 
884

Premiums on life insurance

 
(1,243
)
 

 

 
(1,243
)
Net cash used in investing activities

 
(2,481
)
 
(9,823
)
 

 
(12,304
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 

 
 

 
 

 
 

Repayment of debt borrowings

 
(64,477
)
 

 

 
(64,477
)
Stock options exercised
241

 

 

 

 
241

Excess tax benefits from stock-based compensation
2,289

 

 

 

 
2,289

Debt financing costs

 
(1,094
)
 

 

 
(1,094
)
Settlement of Warrants
(57,777
)
 

 

 

 
(57,777
)
Non-controlling interest - contributions

 

 
895

 

 
895

Non-controlling interest - dividends

 

 
(240
)
 

 
(240
)
Dividends paid
(22,709
)
 

 

 

 
(22,709
)
Repurchase of common shares
(52,097
)
 

 

 

 
(52,097
)
Net cash provided by (used in) financing activities
(130,053
)
 
(65,571
)
 
655

 

 
(194,969
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(1,922
)
 
(82,474
)
 
(24,923
)
 

 
(109,319
)
CASH AND CASH EQUIVALENTS, beginning of period
11,162

 
88,612

 
34,106

 

 
133,880

CASH AND CASH EQUIVALENTS, end of period
$
9,240

 
$
6,138

 
$
9,183

 
$

 
$
24,561


 
 

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Condensed Consolidating Statements of Operations (Unaudited)
 
 
 
 
 
 
 
 
(In thousands)
Three Months Ended June 30, 2010
 
Core Laboratories N.V. (Parent/ Guarantor)
 
Core Laboratories LP (Issuer)
 
Other Subsidiaries (Non- Guarantors)
 
Consolidating Adjustments
 
Consolidated Total
REVENUE
 
 
 
 
 
 
 
 
 
Operating revenue
$

 
$
48,386

 
$
150,516

 
$

 
$
198,902

Intercompany revenue
379

 
7,619

 
35,451

 
(43,449
)
 

Earnings from consolidated affiliates
37,709

 

 
115,745

 
(153,454
)
 

Total revenue
38,088

 
56,005

 
301,712

 
(196,903
)
 
198,902

OPERATING EXPENSES
 

 
 

 
 

 
 

 
 

Operating costs
322

 
25,237

 
103,358

 

 
128,917

General and administrative expenses
2,147

 
7,060

 
4

 

 
9,211

Depreciation and amortization

 
1,554

 
4,212

 

 
5,766

Other (income) expense, net
992

 
3,411

 
29,884

 
(32,999
)
 
1,288

Operating income
34,627

 
18,743

 
164,254

 
(163,904
)
 
53,720

Loss on exchange of Senior Exchangeable Notes

 

 

 

 

Interest expense

 
4,112

 
2

 

 
4,114

Income before income tax expense
34,627

 
14,631

 
164,252

 
(163,904
)
 
49,606

Income tax expense (benefit)
411

 
5,992

 
8,841

 

 
15,244

Net income
34,216

 
8,639

 
155,411

 
(163,904
)
 
34,362

Net income attributable to non-controlling interest

 

 
146

 

 
146

Net income attributable to Core Laboratories
$
34,216

 
$
8,639

 
$
155,265

 
$
(163,904
)
 
$
34,216


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Condensed Consolidating Statements of Operations (Unaudited)
 
 
 
 
 
 
 
 
(In thousands)
Six Months Ended June 30, 2010
 
Core Laboratories N.V. (Parent/ Guarantor)
 
Core Laboratories LP (Issuer)
 
Other Subsidiaries (Non- Guarantors)
 
Consolidating Adjustments
 
Consolidated Total
REVENUE
 
 
 
 
 
 
 
 
 
Operating revenue
$

 
$
93,547

 
$
293,692

 
$

 
$
387,239

Intercompany revenue
667

 
12,206

 
70,960

 
(83,833
)
 

Earnings from consolidated affiliates
72,898

 

 
216,504

 
(289,402
)
 

Total revenue
73,565

 
105,753

 
581,156

 
(373,235
)
 
387,239

OPERATING EXPENSES
 

 
 

 
 

 
 

 
 

Operating costs
712

 
50,221

 
203,572

 

 
254,505

General and administrative expenses
4,314

 
11,270

 
7

 

 
15,591

Depreciation and amortization

 
3,112

 
8,408

 

 
11,520

Other (income) expense, net
857

 
5,002

 
58,192

 
(63,561
)
 
490

Operating income
67,682

 
36,148

 
310,977

 
(309,674
)
 
105,133

Interest expense

 
8,167

 
6

 

 
8,173

Income before income tax expense
67,682

 
27,981

 
310,971

 
(309,674
)
 
96,960

Income tax expense (benefit)
1,261

 
11,474

 
17,577

 

 
30,312

Net income
66,421

 
16,507

 
293,394

 
(309,674
)
 
66,648

Net income attributable to non-controlling interest

 

 
227

 

 
227

Net income attributable to Core Laboratories
$
66,421

 
$
16,507

 
$
293,167

 
$
(309,674
)
 
$
66,421






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Condensed Consolidating Statements of Cash Flows (Unaudited)
 
 
 
 
 
 
 
 
(In thousands)
Six Months Ended June 30, 2010
 
Core Laboratories N.V. (Parent/ Guarantor)
 
Core Laboratories LP (Issuer)
 
Other Subsidiaries (Non- Guarantors)
 
Consolidating Adjustments
 
Consolidated Total
Net cash provided by operating activities
$
54,349

 
$
44,964

 
$
12,047

 
$

 
$
111,360

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 

 
 

 
 

 
 

Capital expenditures

 
(2,918
)
 
(9,778
)
 

 
(12,696
)
Patents and other intangibles

 

 
(142
)
 

 
(142
)
Acquisitions, net of cash

 
(9,000
)
 

 

 
(9,000
)
Proceeds from sale of assets

 
11

 
114

 

 
125

Premiums on life insurance

 
(921
)
 

 

 
(921
)
Net cash used in investing activities

 
(12,828
)
 
(9,806
)
 

 
(22,634
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 

 
 

 
 

 
 

Stock options exercised
295

 

 

 

 
295

Excess tax benefit from stock-based payments
798

 

 

 

 
798

Non-controlling interest - dividends

 

 
(181
)
 

 
(181
)
Dividends paid
(5,375
)
 

 

 

 
(5,375
)
Repurchase of common shares
(91,686
)
 

 

 

 
(91,686
)
Net cash used in financing activities
(95,968
)
 

 
(181
)
 

 
(96,149
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
(41,619
)
 
32,136

 
2,060

 

 
(7,423
)
CASH AND CASH EQUIVALENTS, beginning of period
73,998

 
95,048

 
11,999

 

 
181,045

CASH AND CASH EQUIVALENTS, end of period
$
32,379

 
$
127,184

 
$
14,059

 
$

 
$
173,622





13. RECENT ACCOUNTING PRONOUNCEMENTS
In May 2011, the FASB issued ASU 2011-04) which relates to fair value measurement (FASB ASC Topic 820), which amends current guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The amendments generally represent clarification of FASB ASC Topic 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We will adopt this pronouncement for our fiscal year beginning January 1, 2012. We do not expect this pronouncement to have a material effect on our consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05which provides new guidance on the presentation of comprehensive income (FASB ASC Topic 220) in financial statements. Entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements. Under the single-statement approach, entities must include the components of net income, a total for net income, the components of other comprehensive income and a total for comprehensive income. Under the two-statement approach, entities must report an income statement and, immediately following, a statement of other comprehensive income. Under either method, entities must display adjustments for items reclassified from other comprehensive income to net income in both net income and other comprehensive income. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. We will adopt this pronouncement for our fiscal year beginning January 1, 2012.



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

The following discussion summarizes the financial position of Core Laboratories N.V. and its subsidiaries as of June 30, 2011 and should be read in conjunction with (i) the unaudited consolidated interim financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q and (ii) the consolidated financial statements and accompanying notes to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

General

Core Laboratories N.V. is a Netherlands limited liability company.  It was established in 1936 and is one of the world's leading providers of proprietary and patented reservoir description, production enhancement and reservoir management products and services to the oil and gas industry.  These products and services can enable our clients to improve reservoir performance and increase oil and gas recovery from their producing fields.  Core Laboratories N.V. has over 70 offices in more than 50 countries and employs approximately 5,000 people worldwide.

References to "Core Lab", "we", "our" and similar phrases are used throughout this Quarterly Report on Form 10-Q and relate collectively to Core Laboratories N.V. and its consolidated affiliates.

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

Reservoir Description: Encompasses the characterization of petroleum reservoir rock, fluid and gas samples. We provide analytical and field services to characterize properties of crude oil and petroleum products to the oil and gas industry.
Production Enhancement: Includes products and services relating to reservoir well completions, perforations, stimulations and production. We provide integrated services to evaluate the effectiveness of well completions and to develop solutions aimed at increasing the effectiveness of enhanced oil recovery projects.
Reservoir Management: Combines and integrates information from reservoir description and production enhancement services to increase production and improve recovery of oil and gas from our clients' reservoirs.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Certain statements contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations section, including those under the headings "Outlook" and "Liquidity and Capital Resources", and in other parts of this Form 10-Q, are forward-looking. In addition, from time to time, we may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, research and development activities and similar matters. Forward-looking statements can be identified by the use of forward-looking terminology such as "may", "will", "believe", "expect", "anticipate", "estimate", "continue", or other similar words, including statements as to the intent, belief, or current expectations of our directors, officers, and management with respect to our future operations, performance, or positions or which contain other forward-looking information. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, no assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While we believe that these statements are and will be accurate, our actual results and experience may differ materially from the anticipated results or other expectations expressed in our statements due to a variety of risks and uncertainties.

The oil and gas industry is highly cyclical and demand for the majority of our oilfield products and services is substantially dependent on the level of expenditures by the oil and gas industry for the exploration, development and production of crude oil and natural gas reserves, which are sensitive to oil and natural gas prices and generally dependent on the industry's view of future oil and gas prices. There are numerous factors affecting the supply of and demand for our products and services, which are summarized as:

general and economic business conditions;
market prices of oil and gas and expectations about future prices;

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cost of producing 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 or geologic/geophysical conditions;
the adoption of legal requirements or taxation relating to climate change that lower 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;
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; and
availability of materials and equipment from key suppliers.


Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in the forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a more detailed discussion of some of the foregoing risks and uncertainties, see "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as well as the other reports filed by us with the Securities and Exchange Commission (“SEC”).

Outlook

We continue our efforts to expand our market presence by opening or expanding facilities in strategic areas and realizing synergies within our business lines.  We believe our market presence provides us a unique opportunity to service clients who have global operations in addition to the national oil companies.

We have established internal earnings targets that are based on market conditions existing at the time our targets were established.  Based on recent activity levels, we believe that the current level of activities, workflows, and operating margins both outside North America and within North America will grow moderately during the remainder of 2011. Because of high demand and a fire at a raw materials supplier, shortages of some high performance specialty steel tubulars used with the Company's perforating systems may occur in the third quarter of 2011. The Company has added additional suppliers but lead times required for the specialty steel production could delay receipt of the supplies needed to meet third quarter demand. Therefore, third quarter 2011 revenue and operating income for our Production Enhancement operations may be negatively affected.

Results of Operations

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


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(Unaudited)
Three Months Ended June 30,
 
% Change
 
2011
 
2010
 
2011/2010

REVENUE:
 
 
 

Services
$
169,756

 
75
 %
 
$
153,010

 
77
%
 
11
 %
Product sales
56,029

 
25
 %
 
45,892

 
23
%
 
22
 %
Total revenue
225,785

 
100
 %
 
198,902

 
100
%
 
14
 %
OPERATING EXPENSES:
 

 
 

 
 

 
 

 
 

Cost of services*
112,001

 
66
 %
 
96,411

 
63
%
 
16
 %
Cost of product sales*
40,272

 
72
 %
 
32,506

 
71
%
 
24
 %
Total cost of services and product sales
152,273

 
67
 %
 
128,917

 
65
%
 
18
 %
General and administrative expenses
9,757

 
4
 %
 
9,211

 
5
%
 
6
 %
Depreciation and amortization
5,805

 
3
 %
 
5,766

 
3
%
 
1
 %
Other (income), net
147

 
 %
 
1,288

 
1
%
 
(89
)%
Operating income
57,803

 
26
 %
 
53,720

 
27
%
 
8
 %
Loss on exchange of Senior Exchangeable Notes
210

 
 %
 

 
%
 
 %
Interest expense
2,499

 
1
 %
 
4,114

 
2
%
 
(39
)%
Income before income tax expense
55,094

 
24
 %
 
49,606

 
25
%
 
11
 %
Income tax expense
14,710

 
7
 %
 
15,244

 
8
%
 
(4
)%
Net income
40,384

 
18
 %
 
34,362

 
17
%
 
18
 %
Net income (loss) attributable to non-controlling interest
(67
)
 
 %
 
146

 
%
 
(146
)%
Net income attributable to Core Laboratories N.V.
$
40,451

 
18
 %
 
$
34,216

 
17
%
 
18
 %
* Percentage based on applicable revenue rather than total revenue
 
 

 
 


(Unaudited)
Six Months Ended June 30,
 
% Change
 
2011
 
2010
 
2011/2010
REVENUE:
 
 
 
Services
322,870

 
75
 %
 
$
296,452

 
77
%
 
9
 %
Product sales
109,648

 
25
 %
 
90,787

 
23
%
 
21
 %
Total revenue
432,518

 
100
 %
 
387,239

 
100
%
 
12
 %
OPERATING EXPENSES:
 
 
 
 
 
 
 
 
 
Cost of services*
212,733

 
66
 %
 
191,768

 
65
%
 
11
 %
Cost of product sales*
76,290

 
70
 %
 
62,737

 
69
%
 
22
 %
Total cost of services and product sales
289,023

 
67
 %
 
254,505

 
66
%
 
14
 %
General and administrative expenses
19,281

 
4
 %
 
15,591

 
4
%
 
24
 %
Depreciation and amortization
11,636

 
3
 %
 
11,520

 
3
%
 
1
 %
Other (income), net
(1,724
)
 
 %
 
490

 
%
 
(452
)%
Operating income
114,302

 
26
 %
 
105,133

 
27
%
 
9
 %
Loss on exchange of Senior Exchangeable Notes
839

 
 %
 

 
%
 
 %
Interest expense
4,859

 
1
 %
 
8,173

 
2
%
 
(41
)%
Income before income tax expense
108,604

 
25
 %
 
96,960

 
25
%
 
12
 %
Income tax expense
22,228

 
5
 %
 
30,312

 
8
%
 
(27
)%
Net income
86,376

 
20
 %
 
66,648

 
17
%
 
30
 %
Net income (loss) attributable to non-controlling interest
(365
)
 
 %
 
227

 
%
 
(261
)%
Net income attributable to Core Laboratories N.V.
86,741

 
20
 %
 
$
66,421

 
17
%
 
31
 %
* Percentage based on applicable revenue rather than total revenue
 
 
 
 



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Operating Results for the Three and Six Months Ended June 30, 2011 Compared to the Three and Six Months Ended June 30, 2010 (unaudited)

Service Revenue

Service revenue increased to $169.8 million for the second quarter of 2011, up 11% when compared to $153.0 million for the second quarter of 2010.  For the six months ended June 30, 2011, service revenue increased 9% to $322.9 million compared to $296.5 million for the respective period in 2010. The increase in service revenue was due to the increases in reservoir rock and reservoir fluids phase-behavior studies of 14% and 12% and in crude oil testing, inspection, distillation, assay, fractionation and characterization projects worldwide of 16% and 10% for the comparable three and six months ended June 30, 2011 and 2010, respectively.  Our large scale core analyses and reservoir fluid projects combined with our fluid and derived products inspection, calibration and assay work continue to provide meaningful revenue streams in the Middle East, Asia-Pacific and off the coasts of Africa showing increases of 19%, 21% and 13%, respectively, for the second quarter 2011 compared to the same period in 2010, and 13%, 21% and 7%, respectively, for the six months ended June 30, 2011 compared to 2010.  

Product Sales Revenue

Revenue associated with product sales increased to $56.0 million for the second quarter of 2011, up 22% from $45.9 million for the second quarter of 2010. For the six months ended June 30, 2011, product sale revenues increased 21% to $109.6 million compared to $90.8 million for the same period in 2010. The increase in revenue was driven by the acceptance of and demand for our specialized completion products in North American natural gas and oil shale reservoirs demonstrated by an increase of 34% and 27% for the comparable three and six months ended June 30, 2011 and 2010, respectively.   These specialized optimizing technologies are focused on high-end well completion and stimulation programs mainly in the Haynesville, Marcellus, Montney and Eagle Ford shale plays and in multi-stage completions in the Bakken, Niobrara and Eagle Ford oil-shale plays. We are also providing completion and recompletion technologies and services to be used in reworking major, giant, and super-giant fields in southern Iraq.

Cost of Services

Cost of services expressed as a percentage of service revenue was 66% for the quarter ended June 30, 2011, up from 63% in the same period in 2010 due to a charge taken during the second quarter of 2011 for one-time severance and other personnel costs. For the six months ended June 30, 2011, cost of services expressed as a percentage of service revenue was 66% as compared to 65% for the same period in 2010.

Cost of Product Sales

Cost of sales expressed as a percentage of product sales revenue was 72% for the quarter ended June 30, 2011, up slightly from 71% during the same period in 2010. For the six months ended June 30, 2011, cost of product sales expressed as a percentage of sales revenue was 70%, up from 69% for the same period in 2010.
 
General and Administrative Expenses

General and administrative expenses totaled $9.8 million for the second quarter of 2011, up from the $9.2 million incurred in the second quarter of 2010. The increase in general and administrative expenses was primarily due to charges incurred for compensation related expenses. For the six months ended June 30, 2011, general and administrative expenses were 4% of revenue at $19.3 million compared to $15.6 million, also 4% of revenue, for the same period in 2010.

Depreciation and Amortization Expense

Depreciation and amortization expense was $5.8 million for the second quarter of 2011, unchanged from the second quarter of 2010. For the six months ended June 30, 2011, depreciation and amortization expense was $11.6 million, an increase of $0.1 million from the six months ended June 30, 2010.

Other (Income) Expense, Net

Other (income) expense, net consisted of the following for the quarter and six months ended June 30, 2011 and 2010 (in thousands):


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Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2010
 
2011
 
2010
 
(Unaudited)
 
(Unaudited)
(Gain) loss on sale of assets
$
(75
)
 
$
39

 
$
(138
)
 
$
8

Foreign exchange (gain) loss
(9
)
 
1,712

 
(521
)
 
1,621

Interest income
(30
)
 
(130
)
 
(85
)
 
(142
)
Rents and royalties
(382
)
 
(218
)
 
(833
)
 
(700
)
Gain on insurance recovery
(69
)
 

 
(779
)
 

Legal entity realignment
711

 

 
711

 

Other, net
1

 
(115
)
 
(79
)
 
(297
)
Total other (income) expense, net
$
147

 
$
1,288

 
$
(1,724
)
 
$
490


During the third quarter of 2010, an office and laboratory facility was damaged by fire, resulting in the loss of the laboratory portion of the building, as well as some of the laboratory equipment.  The final settlement was reached in the first quarter of 2011, which resulted in a gain of $0.8 million.

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

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
June 30, 2011
 
June 30, 2010
 
June 30, 2011
 
June 30, 2010
 
(Unaudited)
 
(Unaudited)
British Pound
44

 
158

 
(47
)
 
416

Canadian Dollar
(124
)
 
149

 
(543
)
 
(236
)
Euro
41

 
1,619

 
(25
)
 
1,589

Mexican Peso
36

 
(14
)
 
142

 
94

Russian Ruble
(24
)
 
(69
)
 
(219
)
 
(15
)
Other currencies, net
18

 
(131
)
 
171

 
(227
)
Total (gain) loss
(9
)
 
1,712

 
(521
)
 
1,621


Loss on Exchange of Senior Exchangeable Notes

Under the terms of the Notes, defined criteria were met which allowed the Notes to be early exchanged during the second quarter of 2011, as it was during the first quarter of 2011, and as a result the equity component of the Notes at June 30, 2011 was classified as temporary equity.  This balance combined with the debt amount reflects the amount that could result in cash settlement upon exchange.  We received nine requests to exchange 17,909 Notes which were settled during the second quarter of 2011 for $17.9 million in cash and 213,936 shares of our common stock, all of which were treasury shares, resulting in a loss of $0.2 million.  We also received five requests during the second quarter of 2011 to exchange 888 Notes which we will settle during the third quarter upon completion of the requisite holding period per the Note Indenture agreement.

Interest Expense

Interest expense for the three months ended June 30, 2011 and 2010 was $2.5 million and $4.1 million, respectively, which included $1.8 million and $3.9 million, respectively, of non-cash interest expense due to the amortization of the discount on the Notes.  Interest expense for the six months ended June 30, 2011 and 2010 was $4.9 million and $8.2 million, respectively, which included $4.0 million and $7.7 million, respectively, of non-cash interest expense due to the amortization of the discount on the Notes.  As 146,728 of our $1,000 principal amount Notes were exchanged between June 30, 2010 and June 30, 2011, the associated discount was moved to equity resulting in a lower amount of amortization to interest expense.

Income Tax Expense

The effective tax rates for the three months ended June 30, 2011 and 2010 were 26.7% and 30.7%, respectively, due to a mix of earnings in various tax jurisdictions.  The effective tax rates for year to date 2011 and 2010 were 20.5% and 31.3%, respectively. Included in income tax expense is the reversal in the six months ended June 30, 2011 of $10.4 million in tax liabilities provided over the period 2007-2010 as a result of recently concluded audits of prior year returns.  The liability

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reversal reflects the impact of positions sustained in certain audits.

Segment Analysis

Our operations are managed primarily in three complementary segments - Reservoir Description, Production Enhancement and Reservoir Management.  The following tables summarize our results by operating segment for the three and six months ended June 30, 2011 and 2010 (in thousands):

 
 
Three Months Ended June 30,
 
% Change
 
 
2011
 
2010
 
2011/2010
Revenues:
 
(Unaudited)
 
 

Reservoir Description
 
$
118,758

 
$
106,528

 
11
 %
Production Enhancement
 
88,787

 
79,717

 
11
 %
Reservoir Management
 
18,240

 
12,657

 
44
 %
Consolidated
 
$
225,785

 
$
198,902

 
14
 %
Operating income (loss):
 
 

 
 

 
 

Reservoir Description
 
$
26,629

 
$
25,074

 
6
 %
Production Enhancement
 
24,500

 
26,152

 
(6
)%
Reservoir Management
 
7,307

 
3,672

 
99
 %
Corporate and Other1
 
(633
)
 
(1,178
)
 
NM

Consolidated
 
$
57,803

 
$
53,720

 
8
 %
(1) "Corporate and Other" represents those items that are not directly related to a particular segment
"NM"  means not meaningful


 
 
Six Months Ended June 30,
 
% Change
 
 
2011
 
2010
 
2011/2010
Revenues:
 
(Unaudited)
 
 

Reservoir Description
 
$
226,379

 
$
210,621

 
7
%
Production Enhancement
 
170,885

 
148,561

 
15
%
Reservoir Management
 
35,254

 
28,057

 
26
%
Consolidated
 
$
432,518

 
$
387,239

 
12
%
Operating income (loss):
 
 

 
 

 
 

Reservoir Description
 
$
53,067

 
$
50,215

 
6
%
Production Enhancement
 
47,762

 
47,095

 
1
%
Reservoir Management
 
13,971

 
9,292

 
50
%
Corporate and Other1
 
(498
)
 
(1,469
)
 
NM

Consolidated
 
$
114,302

 
$
105,133

 
9
%
(1) "Corporate and Other" represents those items that are not directly related to a particular segment
"NM"  means not meaningful


Reservoir Description

Revenue from the Reservoir Description segment increased 11%, or $12.2 million, to $118.8 million in the second quarter of 2011, compared to $106.5 million in the second quarter of 2010.  For the six months ended June 30, 2011, revenues increased 7%, or $15.8 million, to $226.4 million from $210.6 million for the six months ended June 30, 2010. This segment’s operations, which are more focused on international crude-oil related products, continue to focus on large-scale core analyses and reservoir fluids characterization studies from Asia-Pacific areas, offshore West and East Africa, the Eastern Mediterranean region and the Middle East, including Iraq, Kuwait, and the United Arab Emirates.  This segment continued to realize increased

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demand of 12% for reservoir fluids phase-behavior studies, and of 6% for crude oil testing, inspection, distillation, assay, fractionation and characterization projects worldwide.

Operating income in the second quarter of 2011 increased by 6%, or $1.6 million, to $26.6 million compared to $25.1 million for the second quarter of 2010.  Operating income for the six months ended June 30, 2011 increased by 6%, or $2.9 million, to $53.1 million. Operating margin for the quarter ended June 30, 2011 was 22%, compared to 24% for the same period in 2010 due to a charge taken during the second quarter of 2011 for one-time severance and other personnel costs. This segment emphasizes technologically demanding services on internationally-based development and production-related crude oil projects over the more cyclical exploration-related projects.

Production Enhancement

Revenue from the Production Enhancement segment increased by 11%, or $9.1 million, to $88.8 million in the second quarter of 2011 compared to $79.7 million in the second quarter of 2010. Revenues increased by 15%, or $22.3 million, to $170.9 million for the six months ended June 30, 2011 compared to $148.6 million for the same period in 2010. The revenue increase was due to increased sales of our completion products and gun systems particularly in markets relating to horizontal well developments of gas-shale and oil-shale reservoirs of 33% and 30% for the three and six months ended June 30, 2011, respectively, when compared to the same periods in 2010 . The average number of horizontal rigs operating per month in North America, as reported by Baker Hughes Incorporated, increased to 1,040 during the second quarter of 2011 from 780 in the second quarter of 2010 and increased to 1,000 for the six months ended June 30, 2011 from 720 during the same period in 2010. Demand for our Horizontal Time-Delayed Ballistics Actuated Sequential Transfer (HTD-Blast™) technology in the Eagle Ford, Niobrara, and Granite Wash formations and for horizontal unconventional crude-oil plays in West Texas increased 51% and 91% for the three and six months ended June 30, 2011, respectively, over the same periods in 2010. In addition, we have increased our investment in inventory by 25% during the six months ended June 30, 2011. Because of high demand and a fire at a raw materials supplier, additional suppliers for high performance specialty steel tubulars have been added for delivery in the third quarter of 2011.

Operating income in the second quarter of 2011 decreased by 6%, or $1.7 million, to $24.5 million from $26.2 million for the second quarter of 2010.  Operating margins decreased to 28% in the second quarter of 2011 compared to 33% for the same period in 2010.   Operating margins were adversely affected during the second quarter of 2011 by a number of transitory issues including weather-related project delays in the Bakken shale region and delays of specific international field-flood diagnostic projects. For the six months ended June 30, 2011, operating income increased to $47.8 million, an increase of 1% over the same period in 2010. The increase in operating income from 2010 to 2011 was primarily driven by increased revenue from services related to our proprietary and patented diagnostic technologies, such as SpectraChem® Plus+, SpectraScan®, ZeroWash®, our HERO™ line of perforating charges and gun systems and our HTD-Blast™ perforating system which is used for the perforation of extended-reach horizontal completions.  

Reservoir Management

Revenue from the Reservoir Management segment increased by 44%, to $18.2 million, in the second quarter of 2011 compared to $12.7 million for the second quarter of 2010.  Revenues for the six months ended June 30, 2011 were $35.3 million, an increase of 26% from $28.1 million for the same period in 2010. The increase in revenue was due to ongoing interest in several of our existing multi-client reservoir studies as revenues from the North American Gas Shale Study increased 74%, the Marcellus Shale Evaluation study increased 66% and the Haynesville & Bossier Shale Evaluation study increased 43% during the second quarter of 2011 compared to the second quarter of 2010. Revenues from the North American Shale Study increased 71% for the six month period ended June 30, 2011 compared to the same period in 2010.

Operating income in the second quarter of 2011 increased 99% to $7.3 million from $3.7 million for the second quarter of 2010. For the six months ended June 30, 2011, operating income was $14.0 million, compared to $9.3 million for the same period in 2010. Operating margins increased to 40% in the second quarter of 2011 compared to 29% for the same period in 2010. The increase in operating income was related to growth in our consortium projects and the delivery of completed consortium projects. During the six months ended June 30, 2011, the total number of participants for all studies increased by 77 members from the same date in 2010, a 32% increase, including a 67% increase in the number of participants in our Global Shale study, a 31% increase in our Eagle Ford Shale study and a 17% increase in our Marcellus Shale study. In addition, we have added 44 participants into four new studies which began after June 30, 2010

Liquidity and Capital Resources

General

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

We utilize the non-GAAP financial measure of free cash flow to evaluate our cash flows and results of operations.  Free cash flow is defined as net cash provided by operating activities (which is the most directly comparable GAAP measure) less capital expenditures.  Management believes that free cash flow provides useful information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures and operating activities. Free cash flow is not a measure of operating performance under GAAP, and should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP. Free cash flow does not represent residual cash available for distribution because we may have other non-discretionary expenditures that are not deducted from the measure. Moreover, since free cash flow is not a measure determined in accordance with GAAP and thus is susceptible to varying interpretations and calculations, free cash flow as presented, may not be comparable to similarly titled measures presented by other companies.  The following table reconciles this non-GAAP financial measure to the most directly comparable measure calculated and presented in accordance with GAAP for the six months ended June 30, 2011 and 2010 (in thousands):

 
Six Months Ended June 30,
 
% Change
 
2011
 
2010
 
2011/2010
Free cash flow calculation:
(Unaudited)
 
 

Net cash provided by operating activities
$
97,954

 
$
111,360

 
(12
)%
Less:  capital expenditures
11,984

 
12,696

 
(6
)%
Free cash flow
$
85,970

 
$
98,664

 
(13
)%

The decrease in free cash flow in 2011 compared to 2010 was primarily attributable to an increase in inventory in order to stock three new warehouses which were opened in 2011 and a utilization of income tax receivables in 2010. This was partially offset by an increase in net income and a decrease in capital expenditures.

Cash Flows

The following table summarizes cash flows for the six months ended June 30, 2011 and 2010 (in thousands):

 
Six Months Ended June 30,
 
% Change
 
2011
 
2010
 
2011/2010
Cash provided by/(used in):
(Unaudited)
 
 

Operating activities
$
97,954

 
$
111,360

 
(12
)%
Investing activities
(12,304
)
 
(22,634
)
 
(46
)%
Financing activities
(194,969
)
 
(96,149
)
 
103
 %
Net change in cash and cash equivalents
$
(109,319
)
 
$
(7,423
)
 
1,373
 %

The decrease in cash flows provided by operating activities was the result of an increase in inventory in order to stock three new warehouses which were opened in 2011 and a utilization of income tax receivables in 2010.

Cash flows used in investing activities were higher during the six months ended June 30, 2010 primarily due to an acquisition for $9.0 million.

The increase in cash flows used in financing activities was caused by three types of transactions: the early exchange of our Notes, early settlement of our outstanding warrants and an increase in cash dividends. 

We received nine requests to exchange 17,909 of our $1,000 face value Notes which were settled during the second quarter of 2011 for $17.9 million in cash and 213,936 treasury shares. During the second quarter of 2011, we accelerated the settlement of approximately 25% of our outstanding warrants resulting in a cash payment of $57.8 million. In the first quarter of 2011, our Board of Directors announced an increase of our quarterly dividend resulting in an increase of $17.3 million in

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dividends paid during the first six months of 2011 over the same period of 2010.  

The increased uses of cash described above were partially offset by a decrease in the number of shares repurchased under our common share repurchase program.  In the first six months of 2011, we repurchased 574,174 shares for an aggregate price of $52.1 million compared to 1,483,280 shares for an aggregate price of $91.7 million during the same period in 2010.

Credit Facilities and Available Future Liquidity

In 2006, Core Laboratories LP, an entity 100% indirectly owned by Core Laboratories N.V., issued $300 million aggregate principal amount of Senior Exchangeable Notes which are fully and unconditionally guaranteed by Core Laboratories N.V. and mature on October 31, 2011.

Under the terms of the Notes, defined criteria was met which allowed the Notes to be early exchanged during the second quarter of 2011, as it was during the first quarter of 2011, and as a result the equity component of the Notes at June 30, 2011 was classified as temporary equity.  This balance combined with the debt amount reflects the amount that could result in cash settlement upon exchange.  We received nine requests to exchange 17,909 Notes during the first and second quarters of 2011 which were settled for $17.9 million in cash and 213,936 shares of our common stock, all of which were treasury shares, resulting in a loss of $0.2 million.  We also received five requests during the second quarter to exchange 888 Notes which we will settle during the third quarter upon completion of the requisite holding period per the Note Indenture agreement.

We maintain a revolving credit facility (the "Credit Facility") that allowed for an aggregate borrowing capacity of $300.0 million at June 30, 2011. The Credit Facility also provided an option to increase the commitment under the Credit Facility to $350 million, if certain conditions are met.  The Credit Facility bears interest at variable rates from LIBOR plus 1.75% to a maximum of LIBOR plus 2.50%.  Any outstanding balance under the Credit Facility is due in December 2015 when the Credit Facility matures.   Interest payment terms are variable depending upon the specific type of borrowing under this facility. Our available capacity is reduced by outstanding letters of credit and performance guarantees and bonds totaling $14.5 million at June 30, 2011 relating to certain projects in progress.  Our available borrowing capacity under the Credit Facility at June 30, 2011 was $285.5 million.  As of June 30, 2011, we had $17.9 million of outstanding letters of credit and performance guarantees and bonds in addition to those under the Credit Facility.

The terms of the Credit Facility require us to meet certain financial and operational covenants. We believe that we were in compliance with all such covenants at June 30, 2011.  All of our material, wholly owned subsidiaries are guarantors or co-borrowers under the Credit Facility.

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

Recent Accounting Pronouncements
In May 2011, the FASB issued ASU 2011-04) which relates to fair value measurement (FASB ASC Topic 820), which amends current guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The amendments generally represent clarification of FASB ASC Topic 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. We will adopt this pronouncement for our fiscal year beginning January 1, 2012. We do not expect this pronouncement to have a material effect on our consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05 which provides new guidance on the presentation of comprehensive income (FASB ASC Topic 220) in financial statements. Entities are required to present total comprehensive income either in a single, continuous statement of comprehensive income or in two separate, but consecutive, statements. Under the single-statement approach, entities must include the components of net income, a total for net income, the components of other comprehensive income and a total for comprehensive income. Under the two-statement approach, entities must report an income statement and, immediately following, a statement of other comprehensive income. Under either method, entities must display adjustments for items reclassified from other comprehensive income to net income in both net income and other comprehensive income. The provisions for this pronouncement are effective for fiscal years, and interim periods within those years, beginning after December

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15, 2011, with early adoption permitted. We will adopt this pronouncement for our fiscal year beginning January 1, 2012.
 

       

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in market risk from the information provided in Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Item 4. Controls and Procedures

A complete discussion of our controls and procedures is included in our Annual Report on Form 10-K for the year ended December 31, 2010.

Disclosure Controls and Procedures
Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this report.  Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2011 at the reasonable assurance level.

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.  Further, the design of disclosure controls and internal control over financial reporting must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control Over Financial Reporting
 
There have been no changes in our system of internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our fiscal quarter ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

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CORE LABORATORIES N.V.

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

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

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

During the quarter ended June 30, 2011, we issued 213,936 shares of our common stock upon exchange by holders of $17.9 million aggregate principal amount of our Senior Exchangeable Notes and we issued 630,744 shares of our common stock upon the accelerated settlement of 1,648,040 of our warrants.  Such shares were issued in transactions exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

The following table provides information about purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended June 30, 2011:

Period
 
Total Number of Shares Purchased
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of a Publicly Announced Program
 
Maximum Number of Shares That May Yet be Purchased Under the Program (3)
April 30, 2011 (1)
 
10,475

 
$
103.71

 
10,475

 
8,608,003

May 31, 2011 (2)
 
12,934

 
93.22

 
12,934

 
9,136,546

June 30, 2011
 

 

 

 
9,477,494

Total
 
23,409

 
$
97.92

 
23,409

 
 


(1) Contains 10,475 shares valued at approximately $1.1 million, or $103.71 per share, surrendered to us by participants in a stock-based compensation plan to settle any personal tax liabilities which may result from the award in April 2011.
(2) Contains 12,934 shares valued at approximately $1.2 million, or $93.22 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 in May 2011.
(3) In connection with our initial public offering in September 1995, our shareholders authorized our Management Board to repurchase up to 10% of our issued share capital, the maximum allowed under Dutch law at the time, for a period of 18 months.  This authorization was renewed at subsequent annual or special shareholder meetings.  At our annual shareholders’ meeting on May 19, 2011, following a change in Dutch law that permitted us to repurchase up to 50% of our issued share capital in open market purchases, subject to shareholder approval, our shareholders authorized an extension to repurchase 10% of our issued share capital through November 19, 2012 and an additional 15.6% of our issued share capital until March 12, 2012 to fulfill obligations relating to the Notes or warrants. The repurchase of shares in the open market is at the discretion of management pursuant to this shareholder authorization.

             

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Exhibit No.
 
Exhibit Title
Incorporated by reference from the following documents
3.1
-
Articles of Association of Core Laboratories N.V., as amended (including English translation)
Exhibit 3.1 filed on
July 26, 2010 with 10-Q
 (File No. 001-14273)
4.1
-
Warrant Confirmation Amendment Agreement between Core Laboratories N.V. and Citibank, N.A., dated May 4, 2011
Form 8-K, May 10, 2011 (File No. 001-14273)
4.2
-
Second Warrant Confirmation Amendment Agreement between Core Laboratories N.V. and Citibank, N.A., dated June 6, 2011
Form 8-K, June 9, 2011 (File No. 001-14273)
10.1
-
Amendment No. 1 to the Fifth Amended and Restated Credit Agreement, dated as of April 19, 2011, among Core Laboratories LP and the lenders party thereto and Bank of America, N.A., as administrative agent
Form 8-K, April 21, 2011 (File No. 001-14273)
31.1
-
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2
-
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32.1
-
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
32.2
-
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
101.INS
-
XBRL Instance Document
Filed herewith
101.SCH
-
XBRL Schema Document
Filed herewith
101.CAL
-
XBRL Calculation Linkbase Document
Filed herewith
101.LAB
-
XBRL Label Linkbase Document
Filed herewith
101.PRE
-
XBRL Presentation Linkbase Document
Filed herewith
101.DEF
-
XBRL Definition Linkbased Document
Filed herewith
 
 
 
 



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SIGNATURE

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


 
CORE LABORATORIES N.V.
 
By:
Core Laboratories International B.V., its
 
 
Managing Director
 
 
 
Date:
July 29, 2011
By:
/s/ Richard L. Bergmark
 
 
Richard L. Bergmark
 
 
Chief Financial Officer
 
 
(Duly Authorized Officer and
 
 
Principal Financial Officer)

 

 

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