8-K/A

Core Laboratories Inc. /DE/ (CLB)

8-K/A 2024-02-15 For: 2024-01-31
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Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2024

CORE LABORATORIES INC.

(Exact name of registrant as specified in its charter)

Delaware 001-41695 98-1164194
(State or other jurisdiction<br><br>of incorporation) (Commission File Number) (IRS Employer Identification No.)
6316 Windfern Road
Houston, TX 77040
(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 328-2673

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class Trading<br><br>Symbol(s) Name of each exchange on which registered
--- --- ---
Common Stock (par value $0.01) CLB New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amended Report”) amends and supplements the Current Report on Form 8-K of Core Laboratories Inc. (the “Company”), originally furnished by the Company to the Securities and Exchange Commission (the “SEC”) on January 31, 2024 (the “Initial 8-K”). The sole purpose for filing this Form 8-K/A is to correct certain unaudited financial information contained in Exhibit 99.1 to the Initial Form 8-K associated with the Company’s unaudited condensed consolidated balance sheet at December 31, 2023, condensed consolidated statements of operations for the quarter and year ended December 31, 2023, and condensed consolidated statement of cash flow for the year ended December 31, 2023, as described further below.

The information in this Amended Report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

Item 2.02 Results of Operations and Financial Condition.

The Initial Form 8-K included, as Exhibit 99.1 thereto, a copy of the Company’s press release that was issued on January 31, 2024 and that announced the financial results of the Company for the quarter and year ended December 31, 2023 (the “Earnings Release”). Subsequent to the Company’s fourth quarter earnings call on February 1, 2024 and during the preparation of its audited consolidated financial statements to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company determined that estimated income tax expense for the quarter and year ended December 31, 2023 was understated by $4.3 million. In connection with the Company’s redomestication of the parent company from the Netherlands to the United States, the Company reassessed its ability to utilize foreign tax credits, which was completed subsequent to the Company’s fourth quarter earnings call on February 1, 2024 and was the primary component of the non-cash adjustment to deferred income taxes. The Company’s guidance for the first quarter of 2024 continues to assume an effective tax rate of 20%. As a result of the above, the Company’s calculation of ROIC using Bloomberg's formula has been revised in the Earnings Release from 13.4% to 12.0%.

The adjustment to income tax expense did not have any impact on, or result in any change to, consolidated revenue, operating income, income before tax, or cash from operations as presented in the Earnings Release.

Revised versions of the condensed consolidated balance sheets, condensed consolidated statement of operations, and condensed consolidated statements of cash flows, as well as the non-GAAP reconciliation of net income and diluted earnings per share attributable to Core Laboratories Inc. appearing in the Earnings Release are attached hereto as Exhibit 99.1. The following tables summarizes the revisions:

Revised Condensed Consolidated Statement of Operations Items (Unaudited) (in thousands, except per share data)

Quarter ended December 31, 2023 As Presented in Earnings Release Adjustment As Restated
Income tax expense (benefit) $ 4,265 $ 4,264 $ 8,529
Net income $ 6,698 $ (4,264 ) $ 2,434
Net income attributable to Core Laboratories Inc. $ 6,463 $ (4,264 ) $ 2,199
Diluted earnings per share $ 0.14 $ (0.09 ) $ 0.05
Diluted earnings per share attributable to Core Laboratories Inc. $ 0.14 $ (0.09 ) $ 0.05
Effective tax rate 39 % 78 %
Year ended December 31, 2023 As Presented in Earnings Release Adjustment As Restated
Income tax expense (benefit) $ (79 ) $ 4,264 $ 4,185
Net income $ 41,289 $ (4,264 ) $ 37,025
Net income attributable to Core Laboratories Inc. $ 40,939 $ (4,264 ) $ 36,675
Diluted earnings per share $ 0.87 $ (0.09 ) $ 0.78
Diluted earnings per share attributable to Core Laboratories Inc. $ 0.86 $ (0.09 ) $ 0.77
Effective tax rate (0 )% 10 %

Revised Condensed Consolidated Balance Sheet Items (Unaudited) (in thousands)

As of December 31, 2023 As Presented in Earnings Release Adjustment As Restated
Assets:
Other current assets $ 26,791 $ 171 $ 26,962
Total current assets $ 222,965 $ 171 $ 223,136
Intangibles, goodwill and other long-term assets, net $ 216,165 $ (6,374 ) $ 209,791
Total Assets $ 592,598 $ (6,203 ) $ 586,395
Liabilities and Equity:
Other current liabilities $ 43,791 $ 625 $ 44,416
Total current liabilities $ 87,472 $ 625 $ 88,097
Other long-term liabilities $ 65,845 $ (2,564 ) $ 63,281
Total equity $ 234,071 $ (4,264 ) $ 229,807
Total liabilities and equity $ 592,598 $ (6,203 ) $ 586,395

Revised Condensed Consolidated Statements of Cash Flows Items (Unaudited) (in thousands)

Year ended December 31, 2023 As Presented in Earnings Release Adjustment As Restated
Cash flows from operating activities:
Net Income $ 41,289 $ (4,264 ) $ 37,025
Deferred income taxes $ (14,623 ) $ 3,812 $ (10,811 )
Other adjustments to net income $ (3,160 ) $ 452 $ (2,708 )
Net cash provided by operating activities $ 24,789 $ $ 24,789

Revised Non-GAAP Information (Unaudited) (in thousands, except per share data)

Net Income Attributable to Core Laboratories Inc., excluding specific items
Quarter ended December 31, 2023 As Presented in Earnings Release Adjustment As Restated
GAAP reported $ 6,463 $ (4,264 ) $ 2,199
Reversal of net deferred tax liabilities and effect of higher (lower) tax rate $ 2,072 $ 4,264 $ 6,336
Excluding specific items $ 8,909 $ $ 8,909
Diluted Earnings Per Share Attributable to Core Laboratories Inc., excluding specific items
--- --- --- --- --- --- --- --- --- ---
Quarter ended December 31, 2023 As Presented in Earnings Release Adjustment As Restated
GAAP reported $ 0.14 $ (0.09 ) $ 0.05
Reversal of net deferred tax liabilities and effect of higher (lower) tax rate $ 0.04 $ 0.09 $ 0.13
Excluding specific items $ 0.19 $ $ 0.19
Year ended December 31, 2023
GAAP reported $ 0.86 $ (0.09 ) $ 0.77
Reversal of net deferred tax liabilities and effect of higher (lower) tax rate $ (0.17 ) $ 0.09 $ (0.08 )
Excluding specific items $ 0.80 $ $ 0.80

Revised Return on Invested Capital (in millions)

Quarter ended December 31, 2023 As Presented in Earnings Release Adjustment As Restated
Net operating profit after tax $ 51.9 $ (5.7 ) $ 46.2
Average total invested capital $ 387.0 $ (1.8 ) $ 385.2
Return on invested capital 13.4 % 12.0 %

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Revised financial information in the Earnings Release *

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

* This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Exchange Act.

SIGNATURES

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

Core Laboratories Inc.
Dated: February 14, 2024 By /s/ Christopher S. Hill
Christopher S. Hill
Chief Financial Officer

EX-99.1

Exhibit 99.1

Revised Financial Information

On January 31, 2024, Core Laboratories, Inc. (the “Company”) issued a press release that reported the Company’s financial results of the Company for the quarter and year ended December 31, 2023 (the “Earnings Release”). A copy of the Earnings Release was attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K that was furnished to the Securities and Exchange Commission (the “SEC”) on January 31, 2024.

Revised versions of the condensed consolidated balance sheets, condensed consolidated statement of operations and condensed consolidated statements of cash flows, as well as the non-GAAP reconciliation of net income and diluted earnings per share attributable to Core Laboratories Inc. appearing in the Earnings Release are provided below (with the revised information identified by a “^”):

CORE LABORATORIES INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Quarter Ended % Variance
December 31, 2023 September 30, 2023 December 31, 2022 vs. Q3-2023 vs. Q4-2022
REVENUE $ 128,210 $ 125,343 $ 127,571 2.3% 0.5%
OPERATING EXPENSES:
Costs of services and product sales 101,517 96,617 99,816 5.1% 1.7%
General and administrative expense 8,665 9,452 8,724 (8.3)% (0.7)%
Depreciation and amortization 3,874 3,929 4,073 (1.4)% (4.9)%
Other (income) expense, net (427 ) 673 (660 ) NM NM
Total operating expenses 113,629 110,671 111,953 2.7% 1.5%
OPERATING INCOME 14,581 14,672 15,618 (0.6)% (6.6)%
Interest expense 3,618 3,147 3,081 15.0% 17.4%
Income before income taxes 10,963 11,525 12,537 (4.9)% (12.6)%
Income tax expense 8,529 ^ 2,305 5,847 270.0% 45.9%
Net income 2,434 ^ 9,220 6,690 (73.6)% (63.6)%
Net income (loss) attributable to non-<br>   controlling interest 235 (37 ) (61 ) NM NM
Net income attributable to Core <br>   Laboratories Inc. $ 2,199 ^ $ 9,257 $ 6,751 (76.2)% (67.4)%
Diluted earnings per share $ 0.05 ^ $ 0.19 $ 0.14 (73.7)% (64.3)%
Diluted earnings per share attributable to Core Laboratories Inc. $ 0.05 ^ $ 0.19 $ 0.14 (73.7)% (64.3)%
Diluted weighted average common shares outstanding 47,557 47,604 46,826 (0.1)% 1.6%
Effective tax rate 78 % ^ 20 % 47 % NM NM
SEGMENT INFORMATION:
Revenue:
Reservoir Description $ 84,628 $ 85,145 $ 78,124 (0.6)% 8.3%
Production Enhancement 43,582 40,198 49,447 8.4% (11.9)%
Total $ 128,210 $ 125,343 $ 127,571 2.3% 0.5%
Operating income:
Reservoir Description $ 12,259 $ 12,992 $ 6,817 (5.6)% 79.8%
Production Enhancement 2,195 1,544 7,904 42.2% (72.2)%
Corporate and Other 127 136 897 NM NM
Total $ 14,581 $ 14,672 $ 15,618 (0.6)% (6.6)%
"NM" means not meaningful

CORE LABORATORIES INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Year Ended December 31, % Variance
2023 2022
REVENUE 509,790 $489,735 4.1%
OPERATING EXPENSES:
Costs of services and product sales 399,957 393,655 1.6%
General and administrative expense 40,259 38,117 5.6%
Depreciation and amortization 15,784 17,161 (8.0)%
Other (income) expense, net (850) (722) NM
Total operating expenses 455,150 448,211 1.5%
OPERATING INCOME 54,640 41,524 31.6%
Interest expense 13,430 11,570 16.1%
Income before income taxes 41,210 29,954 37.6%
Income tax expense 4,185 10,296 (59.4)%
Net income 37,025 19,658 88.3%
Net income attributable to non-controlling interest 350 205 NM
Net income attributable to Core Laboratories Inc. 36,675 $19,453 88.5%
Diluted earnings per share 0.78 $0.42 85.7%
Diluted earnings per share attributable to Core Laboratories Inc. 0.77 $0.42 83.3%
Diluted weighted average common shares outstanding 47,523 46,813 1.5%
Effective tax rate 10% 34% NM
SEGMENT INFORMATION:
Revenue:
Reservoir Description 333,345 $307,691 8.3%
Production Enhancement 176,445 182,044 (3.1)%
Total 509,790 $489,735 4.1%
Operating income:
Reservoir Description 41,039 $22,902 79.2%
Production Enhancement 12,519 16,351 (23.4)%
Corporate and Other 1,082 2,271 (52.4)%
Total 54,640 $41,524 31.6%
"NM" means not meaningful

All values are in US Dollars.

CORE LABORATORIES INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

% Variance
ASSETS: December 31, 2023 September 30, 2023 December 31, 2022 vs. Q3-2023 vs. Q4-2022
Cash and cash equivalents $ 15,120 $ 16,616 $ 15,428 (9.0)% (2.0)%
Accounts receivable, net 109,352 104,053 106,913 5.1% 2.3%
Inventories 71,702 75,060 60,445 (4.5)% 18.6%
Other current assets 26,962 ^ 32,815 28,916 (17.8)% (6.8)%
Total current assets 223,136 ^ 228,544 211,702 (2.4)% 5.4%
Property, plant and equipment, net 99,626 99,499 105,028 0.1% (5.1)%
Right of use assets 53,842 53,101 52,379 1.4% 2.8%
Intangibles, goodwill and other long-term assets, net 209,791 ^ 211,270 209,245 (0.7)% 0.3%
Total assets $ 586,395 ^ $ 592,414 $ 578,354 (1.0)% 1.4%
LIABILITIES AND EQUITY:
Accounts payable $ 33,506 $ 34,097 $ 45,847 (1.7)% (26.9)%
Operating lease liabilities 10,175 9,794 11,699 3.9% (13.0)%
Other current liabilities 44,416 ^ 40,359 45,589 10.1% (2.6)%
Total current liabilities 88,097 ^ 84,250 103,135 4.6% (14.6)%
Long-term debt, net 163,134 177,863 172,386 (8.3)% (5.4)%
Long-term operating lease liabilities 42,076 40,903 38,305 2.9% 9.8%
Other long-term liabilities 63,281 ^ 59,948 75,574 5.6% (16.3)%
Total equity 229,807 ^ 229,450 188,954 0.2% 21.6%
Total liabilities and equity $ 586,395 ^ $ 592,414 $ 578,354 (1.0)% 1.4%

CORE LABORATORIES INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Year Ended December 31,
2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 37,025 ^ $ 19,658
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation 13,971 7,756
Depreciation and amortization 15,784 17,161
Deferred income taxes (10,811 ) ^ 433
Accounts receivable (2,618 ) (10,078 )
Inventories (12,976 ) (14,860 )
Accounts payable (12,878 ) 15,374
Other adjustments to net income (2,708 ) ^ (10,488 )
Net cash provided by operating activities 24,789 24,956
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (10,579 ) (10,216 )
Net proceeds from life insurance policies and from insurance recovery 3,375 4,260
Other investing activities 552 2,100
Net cash used in investing activities (6,652 ) (3,856 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt (211,000 ) (131,000 )
Proceeds from long-term debt 202,000 116,000
Equity related transaction costs (4,068 ) (411 )
Dividends paid (1,868 ) (1,853 )
Repurchase of common stock (2,202 ) (3,903 )
Other financing activities (1,307 ) (2,208 )
Net cash used in financing activities (18,445 ) (23,375 )
NET CHANGE IN CASH AND CASH EQUIVALENTS (308 ) (2,275 )
CASH AND CASH EQUIVALENTS, beginning of year 15,428 17,703
CASH AND CASH EQUIVALENTS, end of year $ 15,120 $ 15,428

Non-GAAP Information

Management believes that the exclusion of certain income and expenses enables it to evaluate more effectively the Company's operations period-over-period and to identify operating trends that could otherwise be masked by the excluded Items. For this reason, management uses certain non-GAAP measures that exclude these Items and believes that this presentation provides a clearer comparison with the results reported in prior periods. The non-GAAP financial measures should be considered in addition to, and not as a substitute for, the financial results prepared in accordance with GAAP, as more fully discussed in the Company's financial statements and filings with the Securities and Exchange Commission.

Reconciliation of Net Income and Diluted Earnings Per Share Attributable to Core Laboratories Inc.

(In thousands, except per share data)

(Unaudited)

Net Income Attributable to Core Laboratories Inc.
Quarter Ended
December 31, 2023 September 30, 2023 December 31, 2022
GAAP reported 2,199 $9,257 $6,751
Stock compensation (1) (1,494)
Loss on lease abandonment and assets write-down (2) 505
ATM termination costs (3) 364
Redomestication costs 197
Foreign exchange losses (gains) 374 190 552
Reversal of net deferred tax liabilities and effect of higher (lower) tax rate (5) 6,336 3,341
Excluding specific items 8,909 $10,316 $9,347

All values are in US Dollars.

Diluted Earnings Per Share Attributable to Core Laboratories Inc.
Quarter Ended Year ended
December 31, 2023 September 30, 2023 December 31, 2022 December 31, 2023
GAAP reported 0.05 $0.19 $0.14 0.77
Stock compensation (1) (0.03) 0.09
Loss on lease abandonment and assets write-down (2) 0.01 0.04
ATM termination costs (3) 0.01 0.01
Gain on life insurance policies (4) (0.03)
Redomestication costs
Foreign exchange losses (gains) 0.01 0.01 0.02
Reversal of net deferred tax liabilities and effect of higher (lower) tax rate (5) 0.13 0.07 (0.08)
Excluding specific items 0.19 $0.22 $0.20 0.80
(1) The year ended December 31, 2023 includes reversals of stock compensation expense previously recognized due to a change in probability of performance condition for certain executive's share awards and the acceleration of stock compensation expense associated with employees reaching eligible retirement age. The quarter ended December 31, 2022 includes adjustments associated with certain performance share awards that vested during the quarter.
(2) Includes the write-down of right of use assets and leasehold improvements and other exit costs associated with consolidation of certain facilities.
(3) Includes the write off of previously deferred costs upon termination of our "at-the-market offering" program ("ATM Program").
(4) Includes gain on life insurance policies death benefit proceeds.
(5) The quarter and year ended December 31, 2023 includes the reversal of certain net deferred tax liabilities which will not be realized as a result of the Redomestication Transaction and the effect to reflect tax expense at a normalized rate of 20%. The quarter ended December 31, 2022 includes the effect to reflect tax expense at a normalized rate of 20%.

All values are in US Dollars.