8-K/A

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 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
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

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- controlling interest		235				(37	)		(61	)	NM	NM
Net income attributable to Core 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

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


	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%.