Annual Statements Open main menu

CORE LABORATORIES N V - Quarter Report: 2009 October (Form 10-Q)

clb-10q_3q2009.htm
 
 

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     
FORM 10-Q
 
(Mark One)
 
   
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2009
 
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 ý  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 ¨  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 ý
Accelerated filer  ¨
Non-accelerated filer  ¨
Smaller reporting company  ¨
   
(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 ý

    The number of common shares of the registrant, par value EUR 0.04 per share, outstanding at October 21, 2009 was 22,981,112.


 
 

 


CORE LABORATORIES N.V.
 
INDEX
 
 
Page
PART I - FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
     
 
1
     
 
2
     
 
3
     
 
4
     
 
5
     
Item 2.
19
     
Item 3.
27
     
Item 4.
27
     
     
PART II - OTHER INFORMATION
     
Item 1.
28
     
Item 2.
28
     
Item 6.
29
     
 
30
     

 
 

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CORE LABORATORIES N.V.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

   
September 30,
   
December 31,
 
   
2009
   
2008
 
ASSETS
 
(Unaudited)
 
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 137,225     $ 36,138  
Accounts receivable, net of allowance for doubtful accounts of $4,544 and
               
  $3,535 at 2009 and 2008, respectively
    117,981       144,293  
Inventories, net
    34,317       34,838  
Prepaid expenses and other current assets
    18,759       20,376  
TOTAL CURRENT ASSETS
    308,282       235,645  
                 
PROPERTY, PLANT AND EQUIPMENT, net
    97,966       103,463  
INTANGIBLES, net
    6,637       6,992  
GOODWILL
    148,600       148,600  
DEFERRED TAX ASSET
    17,123       17,708  
OTHER ASSETS
    12,191       9,127  
TOTAL ASSETS
  $ 590,799     $ 521,535  
                 
LIABILITIES AND EQUITY
               
CURRENT LIABILITIES:
               
Accounts payable
  $ 27,981     $ 41,588  
Accrued payroll and related costs
    25,174       28,637  
Taxes other than payroll and income
    7,766       7,949  
Unearned revenues
    6,615       7,932  
Income tax payable
    7,140       -  
Other accrued expenses
    10,938       9,584  
TOTAL CURRENT LIABILITIES
    85,614       95,690  
                 
LONG-TERM DEBT
    205,377       194,568  
DEFERRED COMPENSATION
    16,124       12,815  
OTHER LONG-TERM LIABILITIES
    33,625       30,177  
COMMITMENTS AND CONTINGENCIES
               
                 
EQUITY:
               
Preference shares, EUR 0.04 par value;
               
3,000,000 shares authorized, none issued or outstanding
    -       -  
Common shares, EUR 0.04 par value;
               
100,000,000 shares authorized, 25,519,956 issued and 22,980,612 outstanding at 2009
               
and 25,519,956 issued and 23,020,033 outstanding at 2008
    1,430       1,430  
Additional paid-in capital
    50,134       53,019  
Retained earnings
    448,136       382,266  
Accumulated other comprehensive (loss)
    (4,751 )     (4,927 )
Treasury shares (at cost), 2,539,344 at 2009 and 2,499,923 at 2008
    (247,133 )     (245,661 )
      Total Core Laboratories N.V. shareholders' equity
    247,816       186,127  
Non-controlling interest
    2,243       2,158  
TOTAL EQUITY
    250,059       188,285  
TOTAL LIABILITIES AND EQUITY
  $ 590,799     $ 521,535  




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


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

   
Three Months Ended September 30,
 
 
 
2009
   
2008
 
   
(Unaudited)
 
REVENUES:
           
Services
  $ 133,819     $ 154,297  
Product sales
    33,983       48,226  
      167,802       202,523  
OPERATING EXPENSES:
               
Cost of services, exclusive of depreciation expense shown below
    85,792       100,264  
Cost of product sales, exclusive of depreciation expense shown below
    26,383       33,941  
General and administrative expenses
    6,637       6,857  
Depreciation
    5,840       5,355  
Amortization
    183       207  
Other expense (income), net
    (1,232 )     726  
OPERATING INCOME
    44,199       55,173  
Interest expense
    3,895       4,593  
Income before income tax expense
    40,304       50,580  
Income tax expense
    9,189       13,643  
Net income
    31,115       36,937  
    Net income attributable to non-controlling interest
    127       103  
Net income attributable to Core Laboratories N.V.
  $ 30,988     $ 36,834  
                 
EARNINGS PER SHARE INFORMATION:
               
Basic earnings per share attributable to Core Laboratories N.V.
  $    1.35     $    1.60  
                 
Diluted earnings per share attributable to Core Laboratories N.V.
  $ 1.33     $ 1.53  
                 
Cash dividends per share
  $ 0.85     $  1.10  
                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
               
Basic
    22,969       23,034  
                 
Diluted
    23,250       24,082  
                 


















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


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

   
Nine Months Ended September 30,
 
 
 
2009
   
2008
 
   
(Unaudited)
 
REVENUES:
           
Services
  $ 410,182     $ 446,700  
Product sales
    103,758       132,948  
      513,940       579,648  
OPERATING EXPENSES:
               
Cost of services, exclusive of depreciation expense shown below
    258,489       291,315  
Cost of product sales, exclusive of depreciation expense shown below
    78,715       93,273  
General and administrative expenses
    22,595       22,305  
Depreciation
    17,091       15,569  
Amortization
    546       508  
Other expense (income), net
    (6,002 )     2,038  
OPERATING INCOME
    142,506       154,640  
Interest expense
    11,535       17,375  
Income before income tax expense
    130,971       137,265  
Income tax expense
    40,653       41,034  
Net income
    90,318       96,231  
    Net income attributable to non-controlling interest
    331       283  
Net income attributable to Core Laboratories N.V.
  $ 89,987     $ 95,948  
                 
EARNINGS PER SHARE INFORMATION:
               
Basic earnings per share attributable to Core Laboratories N.V.
  $    3.92     $  4.17  
                 
Diluted earnings per share attributable to Core Laboratories N.V.
  $ 3.88     $  3.97  
                 
Cash dividends per share
  $ 1.05     $ 1.10  
                 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
               
Basic
    22,965       23,004  
                 
Diluted
    23,211       24,164  
                 



















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



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

   
Nine Months Ended September 30,
 
 
 
2009
   
2008
 
   
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $ 90,318     $ 96,231  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Net provision for (recoveries of) doubtful accounts
    1,487       (158 )
Provisions for inventory obsolescence
    362       252  
Equity in earnings of affiliates
    (103 )     (297 )
Stock-based compensation
    4,261       3,886  
Depreciation and amortization
    17,637       16,077  
Non-cash interest expense
    10,917       16,577  
Gain on sale of assets
    (312 )     (1,719 )
Realization of pension obligation
    176       59  
(Increase) decrease in value of life insurance policies
    (1,640 )     2,027  
Deferred income taxes
    3,853       (12,761 )
Changes in assets and liabilities:
               
Accounts receivable
    24,825       (11,068 )
Inventories
    159       (3,148 )
Prepaid expenses and other current assets
    (1,434 )     7,472  
Other assets
    (246 )     (473 )
Accounts payable
    (13,607 )     (1,021 )
Accrued expenses
    2,409       (1,713 )
Other long-term liabilities
    5,852       (86 )
Net cash provided by operating activities
    144,914       110,137  
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Capital expenditures
    (9,994 )     (21,603 )
Patents and other intangibles
    (191 )     (255 )
Acquisitions, net of cash acquired
    -       (11,536 )
Non-controlling interest - contributions
    -       370  
Proceeds from sale of assets
    522       3,314  
Premiums on life insurance
    (1,183 )     (1,175 )
Net cash used in investing activities
    (10,846 )     (30,885 )
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Repayment of debt borrowings
    -       (8,024 )
Proceeds from debt borrowings
    -       5,000  
Capital lease obligations
    -       (130 )
Stock options exercised
    399       690  
Excess tax benefits from stock-based compensation
    127       11,037  
Non-controlling interest - dividends
    (246 )     -  
Dividends paid
    (24,117 )     (25,342 )
Repurchase of common shares
    (9,144 )     (29,825 )
Net cash used in financing activities
    (32,981 )     (46,594 )
NET CHANGE IN CASH AND CASH EQUIVALENTS
    101,087       32,658  
CASH AND CASH EQUIVALENTS, beginning of period
    36,138       25,617  
CASH AND CASH EQUIVALENTS, end of period
  $ 137,225     $ 58,275  
                 
Non-cash investing and financing activities:
               
Financed capital expenditures
  $ 1,810     $ -  
   





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


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, 2008.

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 a fair presentation for the periods presented have been included in these financial statements.  Furthermore, the operating results presented for the three and nine months ended September 30, 2009 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2009. We have performed an evaluation of subsequent events through October 22, 2009, which is the date the financial statements were issued.

Core Laboratories N.V.'s balance sheet information for the year ended December 31, 2008 was derived from the 2008 audited consolidated financial statements as revised for the recently adopted accounting principles, but does not include all disclosures in accordance with GAAP.

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):

   
September 30,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
       
Finished goods
  $ 22,080     $ 26,785  
Parts and materials
    10,981       7,190  
Work in progress
    1,256       863  
  Total inventories, net
  $ 34,317     $ 34,838  

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 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 did not identify a triggering event; therefore, we have determined that goodwill is not impaired.  We amortize intangible assets with a defined term on a straight-line basis over their respective useful lives.

There were no other significant changes relating to our intangible assets for the nine months ended September 30, 2009.  The remaining composition of goodwill by business segment at September 30, 2009 is consistent with the amounts disclosed in our Annual Report on Form 10-K as of December 31, 2008.



4.  DEBT AND CAPITAL LEASE OBLIGATIONS

Debt is summarized in the following table (in thousands):
   
September 30,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
 
Senior exchangeable notes
  $ 238,658     $ 238,658  
Discount on senior exchangeable notes
    (33,281 )     (44,090 )
  Net senior exchangeable notes
  $ 205,377     $ 194,568  

In 2006, Core Laboratories LP, a wholly owned subsidiary of Core Laboratories N.V., issued $300 million aggregate principal amount of Senior Exchangeable Notes ("Notes") which are fully and unconditionally guaranteed by Core Laboratories N.V. and due November 2011.  The Notes bear interest at a rate of 0.25% per year paid on a semi-annual basis resulting in interest payments of $0.1 million and $0.2 million for the three months ended September 30, 2009 and 2008, respectively, and $0.4 million and $0.6 million for the nine months ended September 30, 2009 and 2008, respectively.

On January 1, 2009, we adopted the accounting guidance issued for debt with conversion and other options, which specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. The adoption of these accounting standards on January 1, 2009 impacted the historical accounting for our Notes and resulted in an increase to Additional Paid in Capital of $51.9 million and Deferred Tax Liabilities of $16.1 million with an offset to Retained Earnings of $23.9 million and a discount on the Notes of $44.1 million. The impact to net income and to diluted earnings per share was a decrease of $2.7 million and $6.6 million and $0.11 and $0.27 for the three and nine months ended September 30, 2008, respectively.  The discount will be amortized into interest expense through November 2011.

With the additional amortization of the discount on the Notes, the effective interest rate is 7.48% for the period ended September 30, 2009, which resulted in additional non-cash interest expense of $3.7 million and $4.3 million for the three months ended September 30, 2009 and 2008, respectively, and $10.8 million and $12.6 million for the nine months ended September 30, 2009 and 2008, respectively.  Each Note carries a $1,000 principal amount and is exchangeable into shares of Core Laboratories N.V. under certain circumstances at a conversion rate of $92.67 or 10.7904 per Note.  Upon exchange, holders will receive cash up to the principal amount, and any excess exchange value will be delivered in Core Laboratories N.V. common shares. The carrying value of the equity component of the Notes was $84.4 million at September 30, 2009 and December 31, 2008. At September 30, 2009, the Notes were trading at 120.6% of their face value. There are 238,658 Notes outstanding at September 30, 2009.

As part of the issuance of the Notes, we entered into an exchangeable senior note hedge transaction in October 2006 (the "Call Option") through one of our subsidiaries with Lehman Brothers OTC Derivatives Inc. ("Lehman OTC") whereby Lehman OTC is obligated to deliver to us an amount of shares required to cover the shares issuable upon conversion of the Notes.  On October 3, 2008, Lehman OTC filed for protection under Chapter 11 of the U.S. Bankruptcy Code.  Although we may not retain the benefit of the Call Option if Lehman OTC fails to perform under the contract, we believe the impact will not be material and would not affect our income statement presentation. In addition, we do not expect Lehman OTC's default to result in a significant impact on our balance sheet as the Call Option was initially recorded as an equity transaction.  On September 3, 2009, the subsidiary involved in the Call Option filed a proof of claim in the Lehman OTC bankruptcy case related to the Call Option hedge transaction in the amount of $90.1 million; however, we are currently unable to ascertain what value will be established for our unsecured position or how this will ultimately be resolved through Lehman OTC’s bankruptcy proceedings.

Separate from the Call Option, we also sold to Lehman OTC warrants, for which we received consideration, to purchase up to 3.2 million common shares at an exercise price of $124.76.  The warrants become exercisable beginning in late December 2011 and expire in January 2012. The warrants have subsequently been purchased from Lehman OTC by a third party.

The derivative transactions described above do not affect the terms of the outstanding Notes.

In addition, we maintain a revolving credit facility (the "Credit Facility") that allows for an aggregate borrowing capacity of $100.0 million. The Credit Facility provides an option to increase the commitment under the Credit Facility to $150.0 million, if certain conditions are met.  The Credit Facility bears interest at variable rates from LIBOR plus 0.5% to a maximum of LIBOR plus 1.125%.  Any outstanding balance under the Credit Facility is due in December 2010 when the Credit Facility matures.  Interest payment terms are variable depending upon the specific type of borrowing under this facility. Our available borrowing capacity under the Credit Facility is reduced by unsecured letters of credit and performance guarantees and bonds arranged under the Credit Facility which total $11.5 million at September 30, 2009 and relate to certain projects in progress.  Our available borrowing capacity under the Credit Facility at September 30, 2009 was $88.5 million. As of September 30, 2009, we had $25.1 million of outstanding unsecured letters of credit and performance guarantees and bonds in addition to those 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, payouts under which are determined based on years of service and final pay or career average pay, depending on when the employee began participating.  Employees are immediately vested in the benefits earned.  We fund the future obligations of this plan by purchasing investment contracts from a large insurance company.  We make annual premium payments, based on each employee's age and current salary, to the insurance company.

The following table summarizes the components of net periodic pension cost under this plan for the three and nine months ended September 30, 2009 and 2008 (in thousands):

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
Service cost
  $ 278     $ 296     $ 796     $ 884  
Interest cost
    356       347       1,019       1,042  
Expected return on plan assets
    (196 )     (317 )     (560 )     (945 )
Amortization of transition asset
    (22 )     (28 )     (66 )     (79 )
Amortization of prior service cost
    40       48       120       138  
Amortization of net loss
    61       -       183       -  
   Net periodic pension cost
  $ 517     $ 346     $ 1,492     $ 1,040  

During the nine months ended September 30, 2009, we contributed approximately $2.5 million, as determined by the insurance company, to fund the estimated 2009 premiums on investment contracts held by the plan.

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 September 30, 2009
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
Assets:
                       
   Other investment fund assets
  $ 5,542     $ -     $ 5,542     $ -  
                                 
Liabilities:
                               
   Deferred compensation plan
  $ 8,401     $ 1,118     $ 7,283     $ -  

         
Fair Value Measurement at December 31, 2008
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
Assets:
                       
   Money market and other investment fund assets
  $ 14,576     $ 10,954     $ 3,622     $ -  
                                 
Liabilities:
                               
   Deferred compensation plan
  $ 5,746     $ 478     $ 5,268     $ -  

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 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.  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.



6. COMMITMENTS AND CONTINGENCIES

From time to time, we may be subject to legal proceedings and claims that arise in the ordinary course of business.  We believe that the resolution of all litigation currently pending or threatened against us or any of our subsidiaries should not have a material adverse effect on our consolidated financial condition, results of operations or liquidity; however, because of the inherent uncertainty of litigation, we cannot provide assurance that the resolution of any particular claim or proceeding to which we or any of our subsidiaries is a party will not have a material adverse effect on our consolidated results of operations or liquidity for the period in which that resolution occurs.

During the first quarter of 2008 we revised our estimate of a contingent liability associated with non-income related taxes, and as a result, a charge to income of $5.0 million was recorded in the Consolidated Statements of Operations to Other Expense (Income), net.  The contingent liability is included in Other Long-term Liabilities in the Consolidated Balance Sheet.  As a result of finalizing a settlement agreement, we released $2.5 million of the contingent liability, to Other Expense (Income), net in the Consolidated Statements of Operations during the second quarter of 2009.


7.  EQUITY

During the three months ended September 30, 2009, we repurchased 2,547 of our common shares for $0.3 million 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 this plan. During the nine months ended September 30, 2009, we repurchased 136,871 of our common shares for $9.1 million. Included in this total were rights to 18,871 shares valued at $1.5 million that were surrendered to the Company 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 this plan. Such common shares, unless cancelled, may be reissued for a variety of purposes such as future acquisitions, settlement of employee stock awards, or possible conversion of the Notes.

During the nine months ended September 30, 2009, we recognized tax benefits of $0.1 million, relating to tax deductions in excess of book expense for stock-based compensation awards.  These tax benefits are recorded to additional paid-in capital to the extent deductions reduce current taxable income.

On March 2, May 27 and August 24, 2009, we paid a dividend of $0.10 per share of common stock, and on August 24, 2009, a special dividend of $0.75 per share of common stock was paid. In addition, on October 13, 2009, we declared a quarterly dividend of $0.10 per share of common stock for shareholders of record on October 23, 2009 and payable on November 23, 2009.


The following table summarizes our changes in equity for the nine months ended September 30, 2009 (in thousands):

                     
Accumulated
                   
         
Additional
         
Other
         
Non-
       
   
Common
   
Paid-In
   
Retained
   
Comprehensive
   
Treasury
   
Controlling
   
Total
 
(Unaudited)
 
Shares
   
Capital
   
Earnings
   
Income (Loss)
   
Stock
   
Interest
   
Equity
 
                                           
December 31, 2008
  $ 1,430     $ 53,019     $ 382,266     $ (4,927 )   $ (245,661 )   $ 2,158     $ 188,285  
Stock options exercised
    -       (1,736 )     -       -       2,135       -       399  
Stock based-awards
    -       (1,276 )     -       -       5,538       -       4,262  
Tax benefit of stock-based awards issued
    -       127       -       -       -       -       127  
Repurchase of common shares
    -       -       -       -       (9,145 )     -       (9,145 )
Dividends paid
    -       -       (24,117 )     -       -       -       (24,117 )
Non-controlling interest dividend
    -       -       -       -       -       (246 )     (246 )
Comprehensive income:
                                                       
Amortization of pension, 
net of tax
    -       -       -       176       -       -       176  
Net income
    -       -       89,987       -       -       331       90,318  
Total comprehensive income
                                                    90,494  
                                                         
September 30, 2009
  $ 1,430     $ 50,134     $ 448,136     $ (4,751 )   $ (247,133 )   $ 2,243     $ 250,059  

Comprehensive Income

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

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
Net income
  $ 31,115     $ 36,937     $ 90,318     $ 96,231  
Realization of pension obligation
    59       20       176       59  
  Total comprehensive income
  $ 31,174     $ 36,957     $ 90,494     $ 96,290  


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

   
September 30,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
       
Prior service cost
  $ (1,000 )   $ (1,089 )
Transition asset
    405       454  
Unrecognized net actuarial loss
    (4,156 )     (4,292 )
  Total accumulated other comprehensive loss
  $ (4,751 )   $ (4,927 )

Non-controlling Interests

On January 1, 2009, we adopted the accounting standards related to non-controlling interests, which requires companies with non-controlling interests to disclose such interests clearly as a portion of equity separate from the parent's equity and the amount of consolidated net income attributable to these non-controlling interests must also be clearly presented on the Consolidated Statements of Operations. In addition, when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value and recorded as a gain or loss. Upon adopting this accounting standard, we revised our historical presentation of non-controlling interests to be included as part of the total equity and presented the net income relating to non-controlling interests as a separate component of total net income.




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 September 30,
   
Nine Months Ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
Weighted average basic common shares outstanding
    22,969       23,034       22,965       23,004  
Effect of dilutive securities:
                               
Stock options
    44       112       62       139  
Contingent shares
    20       13       16       29  
Restricted stock and other
    217       190       168       173  
Senior exchangeable notes and warrants
    -       733       -       819  
Weighted average diluted common and potential common shares outstanding
    23,250       24,082       23,211       24,164  

In 2006, we sold warrants that give the holder the right to acquire up to approximately 3.2 million of our common shares above an exercise price of $124.76 per share.  Included in the Senior exchangeable notes and warrants line in the table above, these warrants had no dilutive impact on our earnings per share for the three and nine months ended September 30, 2009, as the average share price did not exceed the strike price of the warrants for the periods. On October 3, 2008, the dealer of the warrants filed for bankruptcy protection and subsequently sold the warrants to a third-party dealer.


9. OTHER EXPENSE (INCOME), NET

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

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
(Gain) loss on sale of assets
  $ 33     $ (125 )   $ (312 )   $ (1,719 )
Foreign exchange loss (gain)
    (859 )     2,364       (1,868 )     1,885  
Interest income
    (17 )     (392 )     (115 )     (685 )
Non-income tax accrual
    -       -       (2,500 )     5,030  
Other, net
    (389 )     (1,121 )     (1,207 )     (2,473 )
  Total other expense (income), net
  $ (1,232 )   $ 726     $ (6,002 )   $ 2,038  

During the first quarter of 2008, we revised our estimate of a contingent liability associated with non-income related taxes, and as a result, a charge to income of $5.0 million was recorded. During the second quarter of 2009 we released $2.5 million of the contingent liability as a result of finalizing a settlement agreement.  Additionally in 2008, we recorded a gain of $1.1 million in connection with the sale of a small office building.



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

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
Australian Dollar
  $ (168 )   $ 384     $ (446 )   $ 353  
British Pound
    105       308       (127 )     320  
Canadian Dollar
    (815 )     498       (1,582 )     774  
Euro
    35       241       (178 )     (153 )
Mexican Peso
    (2 )     195       -       102  
Russian Ruble
    (35 )     283       189       22  
Other currencies, net
    21       455       276       467  
  Total loss (gain)
  $ (859 )   $ 2,364     $ (1,868 )   $ 1,885  


10.  INCOME TAX EXPENSE

The effective tax rates for the three months ended September 30, 2009 and 2008 were 22.8% and 27.0%, respectively.  The lower effective tax rate reflects the change in activity levels between jurisdictions with different tax rates in addition to an adjustment to correctly state income tax expense and deferred tax liabilities associated with monetary assets and liabilities of our foreign subsidiaries.  The adjustment decreased Income Tax Expense by $2.2 million, increased Net Income by $2.2 million and increased Earnings per Diluted Share by $0.10 for the three months ending September 30, 2009.  The impact to prior periods and to estimated income for the full fiscal year is immaterial for the effect of the adjustment.

The effective tax rates for the nine months ended September 30, 2009 and 2008 were 31.0% and 29.9%, respectively. The slight increase is attributable to the change in activity levels between jurisdictions with different tax rates, the establishment of valuation allowances in 2009 against deferred tax assets in tax jurisdictions where we no longer anticipate having sufficient taxable income to fully utilize these deferred tax assets, the recording of discrete tax benefits and liabilities and the aforementioned adjustment in 2009.


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.

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). 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 September 30, 2009
                         
Revenues from unaffiliated customers
  $ 101,475     $ 54,398     $ 11,929     $ -     $ 167,802  
Inter-segment revenues
    332       317       636       (1,285 )     -  
Segment operating income (loss)
    26,792       14,627       3,498       (718 )     44,199  
Total assets
    251,410       168,781       15,389       155,219       590,799  
Capital expenditures
    2,915       767       17       975       4,674  
Depreciation and amortization
    3,659       1,492       175       697       6,023  
                                         
Three Months Ended September 30, 2008
                                 
Revenues from unaffiliated customers
  $ 112,037     $ 78,848     $ 11,638     $ -     $ 202,523  
Inter-segment revenues
    173       275       430       (878 )     -  
Segment operating income (loss)
    25,531       26,649       3,089       (96 )     55,173  
Total assets
    267,369       177,279       17,068       82,009       543,725  
Capital expenditures
    5,524       2,029       181       212       7,946  
Depreciation and amortization
    3,302       1,349       156       755       5,562  
                                         
Nine Months Ended September 30, 2009
                                 
Revenues from unaffiliated customers
  $ 307,477     $ 169,512     $ 36,951     $ -     $ 513,940  
Inter-segment revenues
    806       1,125       1,372       (3,303 )     -  
Segment operating income
    83,006       47,370       10,460       1,670       142,506  
Total assets
    251,410       168,781       15,389       155,219       590,799  
Capital expenditures
    7,098       1,755       69       1,072       9,994  
Depreciation and amortization
    10,609       4,416       530       2,082       17,637  
                                         
Nine Months Ended September 30, 2008
                                 
Revenues from unaffiliated customers
  $ 326,695     $ 217,578     $ 35,375     $ -     $ 579,648  
Inter-segment revenues
    702       831       1,096       (2,629 )     -  
Segment operating income (loss)
    77,608       71,758       10,278       (5,004 )     154,640  
Total assets
    267,369       177,279       17,068       82,009       543,725  
Capital expenditures
    13,131       6,283       370       1,819       21,603  
Depreciation and amortization
    9,272       4,107       455       2,243       16,077  
                                         
(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 a wholly owned subsidiary of 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 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 September 30, 2009 and December 31, 2008, statements of operations for each of three and nine months ended September 30, 2009 and 2008 and the statements of cash flows for each of the nine months ended September 30, 2009 and 2008 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 necessary to consolidate Core Laboratories N.V. and its subsidiaries and (e) Core Laboratories N.V. on a consolidated basis.




Condensed Consolidating Balance Sheets (Unaudited)
                         
                               
(In thousands)
 
September 30, 2009
 
   
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
  $ 44,110     $ 77,490     $ 15,625     $ -     $ 137,225  
Accounts receivable, net
    1       26,155       91,825       -       117,981  
Inventories, net
    -       2,850       31,467       -       34,317  
Prepaid expenses and other current assets
    6,250       3,252       9,257       -       18,759  
Total current assets
    50,361       109,747       148,174       -       308,282  
                                         
PROPERTY, PLANT AND EQUIPMENT, net
    -       22,192       75,774       -       97,966  
GOODWILL AND INTANGIBLES, net
    46,986       8,030       100,221       -       155,237  
INTERCOMPANY RECEIVABLES
    60,621       233,311       402,043       (695,975 )     -  
INVESTMENT IN AFFILIATES
    508,368       -       1,344,523       (1,852,554 )     337  
DEFERRED TAX ASSET
    2,744       9,100       5,279       -       17,123  
OTHER ASSETS
    2,737       7,504       1,613       -       11,854  
TOTAL ASSETS
  $ 671,817     $ 389,884     $ 2,077,627     $ (2,548,529 )   $ 590,799  
                                         
LIABILITIES AND EQUITY
                                 
CURRENT LIABILITIES:
                                       
Accounts payable
  $ 516     $ 4,955     $ 22,510     $ -     $ 27,981  
Other accrued expenses
    3,492       27,753       26,388       -       57,633  
Total current liabilities
    4,008       32,708       48,898       -       85,614  
                                         
LONG-TERM DEBT
    -       205,377       -       -       205,377  
DEFERRED COMPENSATION
    6,398       9,043       683       -       16,124  
INTERCOMPANY PAYABLES
    398,250       28,247       269,478       (695,975 )     -  
OTHER LONG-TERM LIABILITIES
    15,345       10,981       7,299       -       33,625  
                                         
SHAREHOLDERS' EQUITY
    247,816       103,528       1,749,026       (1,852,554 )     247,816  
NON-CONTROLLING INTEREST
    -       -       2,243       -       2,243  
TOTAL EQUITY
    247,816       103,528       1,751,269       (1,852,554 )     250,059  
                                         
TOTAL LIABILITIES AND EQUITY
  $ 671,817     $ 389,884     $ 2,077,627     $ (2,548,529 )   $ 590,799  





Condensed Consolidating Balance Sheets (Unaudited)
                         
                               
(In thousands)
 
December 31, 2008
 
   
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
  $ 13,347     $ 11,027     $ 11,764     $ -     $ 36,138  
Accounts receivable, net
    232       34,346       109,715       -       144,293  
Inventories, net
    -       3,683       31,155       -       34,838  
Prepaid expenses and other current assets
    4,989       6,630       8,757       -       20,376  
Total current assets
    18,568       55,686       161,391       -       235,645  
                                         
PROPERTY, PLANT AND EQUIPMENT, net
    -       24,072       79,391       -       103,463  
GOODWILL AND INTANGIBLES, net
    46,986       8,303       100,303       -       155,592  
INTERCOMPANY RECEIVABLES
    108,491       318,780       456,421       (883,692 )     -  
INVESTMENT IN AFFILIATES
    389,500       -       1,147,137       (1,536,296 )     341  
DEFERRED TAX ASSET
    3,283       10,179       4,246       -       17,708  
OTHER ASSETS
    2,319       5,215       1,252       -       8,786  
TOTAL ASSETS
  $ 569,147     $ 422,235     $ 1,950,141     $ (2,419,988 )   $ 521,535  
                                         
LIABILITIES AND EQUITY
                                 
CURRENT LIABILITIES:
                                       
Accounts payable
  $ 626     $ 8,364     $ 32,598     $ -     $ 41,588  
Other accrued expenses
    4,221       20,940       28,941       -       54,102  
Total current liabilities
    4,847       29,304       61,539       -       95,690  
                                         
LONG-TERM DEBT
    -       194,568       -       -       194,568  
DEFERRED COMPENSATION
    6,118       6,138       559       -       12,815  
INTERCOMPANY PAYABLES
    356,963       96,351       430,378       (883,692 )     -  
OTHER LONG-TERM LIABILITIES
    15,092       7,276       7,809       -       30,177  
                                         
SHAREHOLDERS' EQUITY
    186,127       88,598       1,447,698       (1,536,296 )     186,127  
NON-CONTROLLING INTEREST
    -       -       2,158       -       2,158  
TOTAL EQUITY
    186,127       88,598       1,449,856       (1,536,296 )     188,285  
                                         
TOTAL LIABILITIES AND EQUITY
  $ 569,147     $ 422,235     $ 1,950,141     $ (2,419,988 )   $ 521,535  









Condensed Consolidating Statements of Operations (Unaudited)
                         
                               
(In thousands)
 
Three Months Ended September 30, 2009
 
   
Core Laboratories N.V. (Parent/ Guarantor)
   
Core Laboratories LP (Issuer)
   
Other Subsidiaries (Non- Guarantors)
   
Consolidating Adjustments
   
Consolidated Total
 
REVENUES
                             
Operating revenues
  $ -     $ 38,468     $ 129,334     $ -     $ 167,802  
Intercompany revenues
    372       5,805       30,509       (36,686 )     -  
Earnings from consolidated affiliates
    17,619       -       58,763       (76,382 )     -  
Total revenues
    17,991       44,273       218,606       (113,068 )     167,802  
                                         
OPERATING EXPENSES
                                       
Operating costs
    646       22,577       88,952       -       112,175  
General and administrative expenses
    98       6,537       2       -       6,637  
Depreciation and amortization
    -       1,373       4,650       -       6,023  
Other expense (income), net
    (15,179 )     3,739       40,650       (30,442 )     (1,232 )
                                         
Operating income
    32,426       10,047       84,352       (82,626 )     44,199  
Interest expense
    -       3,895       -       -       3,895  
                                         
Income before income tax expense
    32,426       6,152       84,352       (82,626 )     40,304  
Income tax expense (benefit)
    1,438       4,367       3,384       -       9,189  
                                         
Net income
    30,988       1,785       80,968       (82,626 )     31,115  
Net income attributable to non-controlling interest
    -       -       127       -       127  
                                         
Net income attributable to Core Laboratories
  $ 30,988     $ 1,785     $ 80,841     $ (82,626 )   $ 30,988  


Condensed Consolidating Statements of Operations (Unaudited)
                         
                               
(In thousands)
 
Nine Months Ended September 30, 2009
 
   
Core Laboratories N.V. (Parent/ Guarantor)
   
Core Laboratories LP (Issuer)
   
Other Subsidiaries (Non- Guarantors)
   
Consolidating Adjustments
   
Consolidated Total
 
REVENUES
                             
Operating revenues
  $ -     $ 124,277     $ 389,663     $ -     $ 513,940  
Intercompany revenues
    1,070       19,162       80,254       (100,486 )     -  
Earnings from consolidated affiliates
    81,047       -       245,247       (326,294 )     -  
Total revenues
    82,117       143,439       715,164       (426,780 )     513,940  
                                         
OPERATING EXPENSES
                                       
Operating costs
    1,266       67,608       268,330       -       337,204  
General and administrative expenses
    5,550       17,036       9       -       22,595  
Depreciation and amortization
    -       4,121       13,516       -       17,637  
Other expense (income), net
    (17,586 )     10,487       92,672       (91,575 )     (6,002 )
                                         
Operating income
    92,887       44,187       340,637       (335,205 )     142,506  
Interest expense
    7       11,497       31       -       11,535  
                                         
Income before income tax expense
    92,880       32,690       340,606       (335,205 )     130,971  
Income tax expense
    2,893       15,805       21,955       -       40,653  
                                         
Net income
    89,987       16,885       318,651       (335,205 )     90,318  
Net income attributable to non-controlling interest
    -       -       331       -       331  
                                         
Net income attributable to Core Laboratories
  $ 89,987     $ 16,885     $ 318,320     $ (335,205 )   $ 89,987  






Condensed Consolidating Statements of Cash Flows (Unaudited)
                         
                               
(In thousands)
 
Nine Months Ended September 30, 2009
 
   
Core Laboratories N.V. (Parent/ Guarantor)
   
Core Laboratories LP (Issuer)
   
Other Subsidiaries (Non- Guarantors)
   
Consolidating Adjustments
   
Consolidated Total
 
                               
Net cash provided by operating activities
  $ 63,498     $ 68,955     $ 12,461     $ -     $ 144,914  
                                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                                 
Capital expenditures
    -       (1,498 )     (8,496 )     -       (9,994 )
Patents and other intangibles
    -       -       (191 )     -       (191 )
Proceeds from sale of assets
    -       189       333       -       522  
Premiums on life insurance
    -       (1,183 )     -       -       (1,183 )
Net cash used in investing activities
    -       (2,492 )     (8,354 )     -       (10,846 )
                                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                                 
Stock options exercised
    399       -       -       -       399  
Excess tax benefit from stock-based payments
    127       -       -       -       127  
Non-controlling interest - dividends
    -       -       (246 )     -       (246 )
Dividends paid
    (24,117 )     -       -       -       (24,117 )
Repurchase of common shares
    (9,144 )     -       -       -       (9,144 )
Net cash used in financing activities
    (32,735 )     -       (246 )     -       (32,981 )
                                         
NET CHANGE IN CASH AND CASH EQUIVALENTS
    30,763       66,463       3,861       -       101,087  
CASH AND CASH EQUIVALENTS, beginning of period
    13,347       11,027       11,764       -       36,138  
CASH AND CASH EQUIVALENTS, end of period
  $ 44,110     $ 77,490     $ 15,625     $ -     $ 137,225  




Condensed Consolidating Statements of Operations (Unaudited)
                         
                               
(In thousands)
 
Three Months Ended September 30, 2008
 
   
Core Laboratories N.V. (Parent/ Guarantor)
   
Core Laboratories LP (Issuer)
   
Other Subsidiaries (Non- Guarantors)
   
Consolidating Adjustments
   
Consolidated Total
 
REVENUES
                             
Operating revenues
  $ -     $ 48,168     $ 154,355     $ -     $ 202,523  
Intercompany revenues
    410       4,553       39,361       (44,324 )     -  
Earnings from consolidated affiliates
    39,506       -       99,432       (138,938 )     -  
Total revenues
    39,916       52,721       293,148       (183,262 )     202,523  
                                         
OPERATING EXPENSES
                                       
Operating costs
    371       26,894       106,940       -       134,205  
General and administrative expenses
    2,476       4,378       3       -       6,857  
Depreciation and amortization
    -       1,330       4,232       -       5,562  
Other expense (income), net
    (1,526 )     2,483       30,344       (30,575 )     726  
                                         
Operating income
    38,595       17,636       151,629       (152,687 )     55,173  
Interest expense
    -       4,558       35       -       4,593  
                                         
Income before income tax expense
    38,595       13,078       151,594       (152,687 )     50,580  
Income tax expense
    1,761       2,043       9,839       -       13,643  
                                         
Net income
    36,834       11,035       141,755       (152,687 )     36,937  
Net income attributable to non-controlling interest
    -       -       103       -       103  
                                         
Net income attributable to Core Laboratories
  $ 36,834     $ 11,035     $ 141,652     $ (152,687 )   $ 36,834  



Condensed Consolidating Statements of Operations (Unaudited)
                         
                               
(In thousands)
 
Nine Months Ended September 30, 2008
 
   
Core Laboratories N.V. (Parent/ Guarantor)
   
Core Laboratories LP (Issuer)
   
Other Subsidiaries (Non- Guarantors)
   
Consolidating Adjustments
   
Consolidated Total
 
REVENUES
                             
Operating revenues
  $ -     $ 132,753     $ 446,895     $ -     $ 579,648  
Intercompany revenues
    1,021       13,462       106,798       (121,281 )     -  
Earnings from consolidated affiliates
    109,666       -       258,661       (368,327 )     -  
Total revenues
    110,687       146,215       812,354       (489,608 )     579,648  
                                         
OPERATING EXPENSES
                                       
Operating costs
    1,002       73,567       310,019       -       384,588  
General and administrative expenses
    8,970       13,284       51       -       22,305  
Depreciation and amortization
    -       4,030       12,047       -       16,077  
Other expense, net
    1,708       5,459       79,539       (84,668 )     2,038  
                                         
Operating income
    99,007       49,875       410,698       (404,940 )     154,640  
Interest expense
    57       17,283       35       -       17,375  
                                         
Income before income tax expense
    98,950       32,592       410,663       (404,940 )     137,265  
Income tax expense
    3,002       6,142       31,890       -       41,034  
                                         
Net income
    95,948       26,450       378,773       (404,940 )     96,231  
Net income attributable to non-controlling interest
    -       -       283       -       283  
                                         
Net income attributable to Core Laboratories
  $ 95,948     $ 26,450     $ 378,490     $ (404,940 )   $ 95,948  







Condensed Consolidating Statements of Cash Flows (Unaudited)
                         
                               
(In thousands)
 
Nine Months Ended September 30, 2008
 
   
Core Laboratories N.V. (Parent/ Guarantor)
   
Core Laboratories LP (Issuer)
   
Other Subsidiaries (Non- Guarantors)
   
Consolidating Adjustments
   
Consolidated Total
 
                               
Net cash provided by operating activities
  $ 49,297     $ 34,286     $ 26,554     $ -     $ 110,137  
                              -          
CASH FLOWS FROM INVESTING ACTIVITIES:
                                 
Capital expenditures
    -       (8,446 )     (13,157 )     -       (21,603 )
Patents and other intangibles
    -       (37 )     (218 )     -       (255 )
Cash in escrow
    -       -       (11,536 )     -       (11,536 )
Non-controlling interest - contribution
    -       -       370       -       370  
Proceeds from sale of assets
    -       2,317       997       -       3,314  
Premiums on life insurance
    -       (1,175 )     -       -       (1,175 )
Net cash used in investing activities
    -       (7,341 )     (23,544 )     -       (30,885 )
                                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                                 
Repayment of debt
    (3,024 )     (5,000 )     -       -       (8,024 )
Proceeds from debt borrowings
    -       5,000       -       -       5,000  
Capital lease obligations
    -       -       (130 )     -       (130 )
Stock options exercised
    690       -       -       -       690  
Repurchase of common shares
    (29,825 )     -       -       -       (29,825 )
Dividends paid
    (25,342 )     -       -       -       (25,342 )
Excess tax benefit from stock-based payments
    11,037       -       -       -       11,037  
Net cash used in financing activities
    (46,464 )     -       (130 )     -       (46,594 )
                                         
NET CHANGE IN CASH AND CASH EQUIVALENTS
    2,833       26,945       2,880       -       32,658  
CASH AND CASH EQUIVALENTS, beginning of period
    6,712       7,818       11,087       -       25,617  
CASH AND CASH EQUIVALENTS, end of period
  $ 9,545     $ 34,763     $ 13,967     $ -     $ 58,275  


 
13. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2008, the FASB issued accounting standards relating to the disclosure requirements for defined benefit plans, which provides guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan. The new accounting standards are effective for fiscal years ending after December 15, 2009, with early adoption permitted. We are currently evaluating the impact of the new accounting standards but do not expect the pronouncement to have an impact on our financial position or results of operations.

In June 2009, the FASB issued the FASB Accounting Standards Codification ("Codification"). The Codification has become the single source for all authoritative GAAP recognized by the FASB to be applied for financial statements issued for periods ending after September 15, 2009. We applied the Codification to our Quarterly Report on Form 10-Q for the period ending September 30, 2009. The Codification does not change GAAP and did not have an effect on our financial position or results of operations.



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 September 30, 2009 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, 2008.

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 4,900 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. Our actual results may differ significantly from the results discussed in the forward-looking statements. While we believe that these statements are and will be accurate, a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in our statements. Such factors include, but are not limited to, the risks and uncertainties summarized below:

-
general and economic business conditions;
   
-
prices of oil and natural gas and industry expectations about future prices;
   
-
foreign exchange controls and currency fluctuations;
   
-
political stability in the countries in which we operate;
   
-
the business opportunities (or lack thereof) that may be presented to and pursued by us;
   
-
changes in laws or regulations;
   
-
the validity of the assumptions used in the design of our disclosure controls and procedures; and
   
-
the financial condition of our client base and their ability to fund capital expenditures.

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, 2008, as well as the other reports filed by us with the SEC.

Outlook

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

We have established internal earnings targets for 2009 that are based primarily on market conditions existing at the time our targets were established.  Based on discussions late in 2008 with our clients and our view of the oil and gas industry, we anticipated that, in 2009, spending by our international clients would soften and North American spending to decrease significantly.  Given the sharp declines in commodity prices at that time and announced reductions in capital expenditure programs by certain of our clients, we did not expect oilfield activity levels to grow at the same rate as earlier expected, and in all likelihood would decrease on a year over year basis. For example, the average North American rig count for the third quarter was down 50% year over year. Based on recent developments, we believe that the current level of activities, workflows, and operating margins outside North America will remain essentially constant and that North American activity levels will increase slightly in response to natural gas prices stabilizing.  Recent natural gas production data indicates that the North American supply is now decreasing and may continue to decrease over the next several quarters.  In addition, the North American rig count has recently increased slightly.

Results of Operations

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

(Unaudited)
 
Three Months Ended September 30,
   
% Change
 
   
2009
   
2008
      2009/2008  
REVENUES:
             
Services
  $ 133,819       80   $ 154,297       76     (13 %)
Product sales
    33,983       20     48,226       24     (30 %)
  Total revenues
    167,802       100     202,523       100     (17 %)
OPERATING EXPENSES:
                                       
Cost of services*
    85,792       64     100,264       65     (14 %)
Cost of product sales*
    26,383       78     33,941       70     (22 %)
  Total cost of services and product sales
    112,175       67     134,205       66     (16 %)
General and administrative expenses
    6,637       4     6,857       4     (3 %)
Depreciation and amortization
    6,023       4     5,562       3     8
Other expense (income), net
    (1,232 )     (1 %)     726       -       (270 %)
Operating income
    44,199       26     55,173       27     (20 %)
Interest expense
    3,895       2     4,593       2     (15 %)
Income before income tax expense
    40,304       24     50,580       25     (20 %)
Income tax expense
    9,189       5     13,643       7     (33 %)
Net income
    31,115       19     36,937       18     (16 %)
Net income attributable to non-controlling interest
    127       -       103       -       23
Net income attributable to Core Laboratories N.V.
  $ 30,988       19   $ 36,834       18     (16 %)
                                         
*Percentage based on applicable revenue rather than total revenue
                 




(Unaudited)
 
Nine Months Ended September 30,
   
% Change
 
   
2009
   
2008
      2009/2008  
REVENUES:
             
Services
  $ 410,182       80   $ 446,700       77     (8 %)
Product sales
    103,758       20     132,948       23     (22 %)
  Total revenues
    513,940       100     579,648       100     (11 %)
OPERATING EXPENSES:
                                       
Cost of services*
    258,489       63     291,315       65     (11 %)
Cost of product sales*
    78,715       76     93,273       70     (16 %)
  Total cost of services and product sales
    337,204       66     384,588       66     (12 %)
General and administrative expenses
    22,595       4     22,305       4     1
Depreciation and amortization
    17,637       3     16,077       3     10
Other expense (income), net
    (6,002 )     (1 %)     2,038       -       (395 %)
Operating income
    142,506       28     154,640       27     (8 %)
Interest expense
    11,535       2     17,375       3     (34 %)
Income before income tax expense
    130,971       26     137,265       24     (5 %)
Income tax expense
    40,653       8     41,034       7     (1 %)
Net income
    90,318       18     96,231       17     (6 %)
Net income attributable to non-controlling interest
    331       -       283       -       17
Net income attributable to Core Laboratories N.V.
  $ 89,987       18   $ 95,948       17     (6 %)
                                         
*Percentage based on applicable revenue rather than total revenue
                 

Operating Results for the Three and Nine Months Ended September 30, 2009 Compared to the Three and Nine Months Ended September 30, 2008 (unaudited)

Service Revenues

Service revenues decreased to $133.8 million for the third quarter of 2009, down 13% when compared to $154.3 million for the third quarter of 2008. For the nine months ended September 30, 2009, service revenues decreased 8% to $410.2 million compared to $446.7 million for the respective period in 2008.  The decrease in revenue was the result of a significant decline in oil and gas prices from record highs reached in 2008.  Although activity in North America is significantly down from 2008 levels, we have seen a recent increase in activity as a result of additional work on potential lower Tertiary reservoirs in the deepwater Gulf of Mexico.  Additionally, our penetration of international markets improved in 2009 as we received the first set of gas-shale cores from recent drilling in central Europe.  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, offshore deepwater regions of the Gulf of Mexico and the southern-Atlantic margins off the coast of West Africa and Brazil.

Product Sale Revenues

Revenues associated with product sales decreased to $34.0 million for the third quarter of 2009, down 30% from $48.2 million for the third quarter of 2008. For the nine months ended September 30, 2009, product sale revenues decreased 22% to $103.8 million compared to $132.9 million for the same period in 2008. Our product sales revenues were impacted by the significant decline in the North American drilling activity; however, our revenues declined at a much lower rate compared to the 52% and 43% decrease in the average North American rig count year over year third quarter and year to date, respectively.  Our revenues have not been as severely impacted as we have continued to gain additional market share primarily through the acceptance of our specialized optimizing technologies introduced over the last three years.  These specialized optimizing technologies are focused on high-end well completion and stimulation programs mainly in the Haynesville, Marcellus and Eagle Ford shale plays and in multi-stage completions in the Bakken oil-shale play.

Cost of Services

Cost of services expressed as a percentage of service revenue was 64% for the quarter ended September 30, 2009, down from 65% for the same period in 2008.  For the nine months ending September 30, 2009, cost of services expressed as a percentage of service revenue was 63% as compared to 65% for the same period for 2008.  The decline in the cost of services relative to service revenue was primarily a result of proactive expense control actions put in place to protect against potential market declines.



Cost of Product Sales

Cost of product sales as a percentage of product sales revenues was 78% for the quarter ended September 30, 2009, up from 70% for the same period in 2008. For the nine months ending September 30, 2009, cost of product sales expressed as a percentage of product sales revenue was 76%, up from 70% for the same period in 2008. The reduction in margins came primarily from reduced manufacturing efficiencies associated with lower production levels as a result of the significant decline in North American drilling activity.

General and Administrative Expenses

General and administrative expenses totaled $6.6 million for the third quarter of 2009, down 3% from the $6.9 million incurred in the third quarter of 2008. For the nine months ended September 30, 2009 and 2008, general and administrative expenses were comparable, at $22.6 million from $22.3 million, respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense increased to $6.0 million for the third quarter of 2009, up 8% when compared to $5.6 million for the third quarter of 2008.  For the nine months ended September 30, 2009, depreciation and amortization expense was $17.6 million, an increase of $1.6 million from the nine months ended September 30, 2008.  This increase in depreciation and amortization expense was due to the expansion of our capital expenditure program throughout 2008 in support of our internal operational growth.

Other Expense (Income), Net

Other expense (income), net consisted of the following at September 30, 2009 and 2008 (in thousands):

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
(Gain) loss on sale of assets
  $ 33     $ (125 )   $ (312 )   $ (1,719 )
Foreign exchange loss (gain)
    (859 )     2,364       (1,868 )     1,885  
Interest income
    (17 )     (392 )     (115 )     (685 )
Non-income tax accrual
    -       -       (2,500 )     5,030  
Other, net
    (389 )     (1,121 )     (1,207 )     (2,473 )
  Total other expense (income), net
  $ (1,232 )   $ 726     $ (6,002 )   $ 2,038  

During the first quarter of 2008, we revised our estimate of a contingent liability associated with non-income related taxes, and as a result, a charge to income of $5.0 million was recorded. During the second quarter of 2009 we released $2.5 million of the contingent liability as a result of finalizing a settlement agreement.  Additionally in 2008, we recorded a gain of $1.1 million in connection with the sale of a small office building.

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

   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
Australian Dollar
  $ (168 )   $ 384     $ (446 )   $ 353  
British Pound
    105       308       (127 )     320  
Canadian Dollar
    (815 )     498       (1,582 )     774  
Euro
    35       241       (178 )     (153 )
Mexican Peso
    (2 )     195       -       102  
Russian Ruble
    (35 )     283       189       22  
Other currencies, net
    21       455       276       467  
  Total loss (gain)
  $ (859 )   $ 2,364     $ (1,868 )   $ 1,885  



Income Tax Expense

The effective tax rates for the three months ended September 30, 2009 and 2008 were 22.8% and 27.0%, respectively.  The lower effective tax rate reflects the change in activity levels between jurisdictions with different tax rates in addition to an adjustment to correctly state income tax expense and deferred tax liabilities associated with monetary assets and liabilities of our foreign subsidiaries.  The adjustment decreased Income Tax Expense by $2.2 million, increased Net Income by $2.2 million and increased Earnings per Diluted Share by $0.10 for the three months ending September 30, 2009.  The impact to prior periods and to estimated income for the full fiscal year is immaterial for the effect of the adjustment.

The effective tax rates for the nine months ended September 30, 2009 and 2008 were 31.0% and 29.9%, respectively. The slight increase is attributable to the change in activity levels between jurisdictions with different tax rates, the establishment of valuation allowances in 2009 against deferred tax assets in tax jurisdictions where we no longer anticipate having sufficient taxable income to fully utilize these deferred tax assets, the recording of discrete tax benefits and liabilities and the aforementioned adjustment in 2009.

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 nine months ended September 30, 2009 and 2008 (in thousands):

   
Three Months Ended
September 30,
   
% Change
 
   
2009
   
2008
      2009/2008  
Revenues:
 
(Unaudited)
         
Reservoir Description
  $ 101,475     $ 112,037       (9 %)
Production Enhancement
    54,398       78,848       (31 %)
Reservoir Management
    11,929       11,638       3
   Consolidated
  $ 167,802     $ 202,523       (17 %)
                         
Operating income:
                       
Reservoir Description
  $ 26,792     $ 25,531       5
Production Enhancement
    14,627       26,649       (45 %)
Reservoir Management
    3,498       3,089       13
Corporate and Other1
    (718 )     (96 )  
NM
 
   Consolidated
  $ 44,199     $ 55,173       (20 %)
                         
(1) "Corporate and Other" represents those items that are not directly related to a particular segment
 
"NM"  means not meaningful
 

   
Nine Months Ended
September 30,
   
% Change
 
   
2009
   
2008
      2009/2008  
Revenues:
 
(Unaudited)
         
Reservoir Description
  $ 307,477     $ 326,695       (6 %)
Production Enhancement
    169,512       217,578       (22 %)
Reservoir Management
    36,951       35,375       4
   Consolidated
  $ 513,940     $ 579,648       (11 %)
                         
Operating income:
                       
Reservoir Description
  $ 83,006     $ 77,608       7
Production Enhancement
    47,370       71,758       (34 %)
Reservoir Management
    10,460       10,278       2
Corporate and Other1
    1,670       (5,004 )  
NM
 
   Consolidated
  $ 142,506     $ 154,640       (8 %)
                         
(1) "Corporate and Other" represents those items that are not directly related to a particular segment
 
"NM"  means not meaningful
 



Reservoir Description

Revenues from the Reservoir Description segment decreased 9%, or $10.5 million, to $101.5 million in the third quarter of 2009, compared to $112.0 million in the third quarter of 2008.  For the nine months ended September 30, 2009, revenues decreased 6%, or $19.2 million, to $307.5 million from $326.7 million for the nine months ended September 30, 2008. The revenue decrease was the result of a significant decline in oil and gas prices from record highs reached in 2008, which affected demand for our business. Due to our significant international operations and projects such as our reservoir rock and reservoir fluids characterization projects, this segment has continued to improve its operating income and margins during the recent downturn experienced throughout the industry. In the third quarter of 2009, we have experienced increased demand for our services in the Middle East and Asia-Pacific and for our continued large scale core analyses studies as well as crude oil and derived petroleum products characterization studies on a global basis. Other areas that continue to provide revenue growth are the continued expansion of worldwide deepwater projects in West Africa, Brazil and the Gulf of Mexico and the North American gas shale plays in the Eagle Ford, Haynesville, Muskwa and other active fields.

Operating income in the third quarter of 2009 increased by 5%, or $1.3 million, to $26.8 million compared to $25.5 million for the third quarter of 2008.  Operating income for the nine months ended September 30, 2009 increased by 7%, or $5.4 million, to $83.0 million as compared to the same period in 2008.  The increase in operating income for the quarter was primarily due to continued emphasis on higher value and thus higher margin services on internationally-based development and production-related crude oil projects in addition to the de-emphasis of the more cyclical exploration-related projects.  There also has been a continued emphasis on controlling costs.  Operating margins for the quarter and nine months ended September 30, 2009 were 26% and 27%, respectively, compared to 23% and 24% for the same periods in 2008, respectively.

Production Enhancement

Revenues from the Production Enhancement segment decreased by 31%, or $24.4 million, to $54.4 million in the third quarter of 2009 as compared to $78.8 million in the third quarter in 2008. Revenues decreased by 22%, or $48.1 million, to $169.5 million for the nine months ended September 30, 2009 as compared to $217.6 million for the same period in 2008.  The decrease in revenues was due to the significant decline in North American drilling activity.  However, during this period, where the average rig count for North America has dropped significantly, we have maintained our focus on high-end well completion and stimulation programs, which has resulted in improved market penetration and client acceptance of our well perforating and completion products and our fracture diagnostic services and our concentrated focus on the Haynesville, Marcellus, and Eagle Ford Shale developments. As a result, we have been able to moderate the decline in our revenues versus the declining drilling activity levels when comparing year over year for both the quarter and year to date periods ended September 30, 2009. The downward trend in the North America rig count that started in the latter half of 2008 appears to have stabilized.

Operating income in the third quarter of 2009 decreased by 45%, or $12.0 million, to $14.6 million from $26.6 million for the third quarter of 2008.  Operating margins decreased to 27% in the third quarter of 2009 compared to 34% for the same period in 2008.  For the nine months ended September 30, 2009, operating income decreased $24.4 million to $47.4 million, a decrease of 34% over the same period in 2008.  Operating margins decreased to 28% for the nine months ended September 30, 2009 as compared to 33% for the same period in 2008.  The decrease in margins was primarily driven by the significant decline in North American drilling activities, and as a result, we have reduced manufacturing levels which has negatively impacted the efficiency of our manufacturing operations.  Additionally, reduced demand in North America has decreased margins due to pressure on pricing; however, this has been partially offset by our continued market penetration of higher-margin services including our proprietary and patented fracture diagnostic technologies, such as our SpectraScan™ and recently introduced SpectraChem Plus™ tracer service coupled with an on-going emphasis on controlling costs.

Reservoir Management

Revenues from the Reservoir Management segment increased 3% to $11.9 million from $11.6 million in the third quarter of 2009 as compared to the third quarter of 2008.  Revenues for the nine months ended September 30, 2009 were $37.0 million, an increase of 4% from $35.4 million from the same period in 2008. The increase in revenue was due to continued interest in several of our existing multi-client reservoir studies including such studies in the south Atlantic off the coasts of West Africa and Brazil and in our study Eocene (Lower Tertiary) Provenance Study of the Gulf of Mexico. The recent introduction of a joint industry project evaluating the petrophysical, geochemical and production characteristics of the Eagle Ford Shale in south Texas and the introduction of a Global Gas Shale Study that examines the gas shale potential in central and southern Europe, north Africa, India, China, South America and Australia, among other regions are expected to expand revenues in the segment along with the continued participation in our North American Gas Shale Study.




Operating income in the third quarter of 2009 increased 13% to $3.5 million from $3.1 million for the second quarter of 2008. The increase in operating income was primarily related to the mix of activity in our consortium projects and the timing of our analysis work on these projects.  For the nine months ended September 30, 2009, operating income was $10.5 million, comparable to the operating income of $10.3 million from the same period in 2008.


Liquidity and Capital Resources

General

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 nine months ended September 30, 2009 and 2008 (in thousands):

   
Nine Months Ended
September 30,
   
% Change
 
   
2009
   
2008
      2009/2008  
Free cash flow calculation:
 
(Unaudited)
         
Net cash provided by operating activities
  $ 144,914     $ 110,137       32
Less:  capital expenditures
    (9,994 )     (21,603 )     (54 %)
    Free cash flow
  $ 134,920     $ 88,534       52

The increase in free cash flow in 2009 compared to 2008 was due to a decrease in working capital excluding cash, primarily from the greater collection of receivables over the payments made to vendors and a decrease in capital expenditures.

At September 30, 2009 and December 31, 2008, we had working capital of $222.7 million and $140.0 million, respectively. The increase in working capital is driven primarily from an increase in cash partially offset by a decrease in accounts receivable.

Cash Flows

The following table summarizes cash flows for the nine months ended September 30, 2009 and 2008 (in thousands):

   
Nine Months Ended
September 30,
   
% Change
 
   
2009
   
2008
      2009/2008  
Cash provided by/(used in):
 
(Unaudited)
         
    Operating activities
  $ 144,914     $ 110,137       32
    Investing activities
    (10,846 )     (30,885 )     (65 %)
    Financing activities
    (32,981 )     (46,594 )     (29 %)
Net change in cash and cash equivalents
  $ 101,087     $ 32,658       210

The increase in cash flows provided by operating activities was primarily attributable to the collection of receivables and an increase in liabilities.

Cash flows used in investing activities declined due to a reduction of capital expenditures of $11.6 million for the period and an acquisition in 2008 for $11.5 million offset by a reduction in the cash proceeds from the sale of assets.



The decrease in cash flows used in financing activities relates primarily to a decrease in the number of shares repurchased under our common share repurchase program.  In the first nine months of 2009, we repurchased 136,871 shares for an aggregate price of $9.1 million compared to 260,915 shares for an aggregate price of $29.8 million during the same period in 2008. However, these uses of cash in 2008 were partially offset by $11.0 million in excess tax benefits from stock-based compensation realized in 2008 that were not available in 2009.

We maintain a revolving credit facility (the "Credit Facility") that allows for an aggregate borrowing capacity of $100.0 million. The Credit Facility provides an option to increase the commitment under the Credit Facility to $150.0 million, if certain conditions are met.  The Credit Facility bears interest at variable rates from LIBOR plus 0.5% to a maximum of LIBOR plus 1.125%.  Any outstanding balance under the Credit Facility is due in December 2010 when the Credit Facility matures.  Interest payment terms are variable depending upon the specific type of borrowing under this facility. Our available borrowing capacity under the Credit Facility is reduced by unsecured letters of credit and performance guarantees and bonds arranged under the Credit Facility which total $11.5 million at September 30, 2009 and relate to certain projects in progress.  Our available borrowing capacity under the Credit Facility at September 30, 2009 was $88.5 million. As of September 30, 2009, we had $25.1 million of outstanding unsecured 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 are in compliance with all such covenants at September 30, 2009.  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 December 2008, the FASB issued accounting standards relating to the disclosure requirements for defined benefit plans, which provides guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan. The new accounting standards are effective for fiscal years ending after December 15, 2009, with early adoption permitted. We are currently evaluating the impact of the new accounting standards but do not expect the pronouncement to have an impact on our financial position or results of operations.

In June 2009, the FASB issued the FASB Accounting Standards Codification ("Codification"). The Codification has become the single source for all authoritative GAAP recognized by the FASB to be applied for financial statements issued for periods ending after September 15, 2009. We applied the Codification to our Quarterly Report on Form 10-Q for the period ending September 30, 2009. The Codification does not change GAAP and did not have an effect on our financial position or results of operations.





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, 2008.


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, 2008.

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 Securities and Exchange Commission.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2009 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 September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 


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

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 September 30, 2009:

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
 
July 1-31, 2009
    -     $ -       -       3,977,712  
August 1-31, 2009 (1)
    454       91.61       454       3,983,858  
September 1-30, 2009 (2)
    2,093       101.96       2,093       3,993,765  
Total
    2,547     $ 100.12       2,547          

(1) Contains 454 shares valued at approximately $42 thousand, or $91.61 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 August 2009.
(2) Contains 2,093 shares valued at $0.2 million, or $101.96 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 September 2009.

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 shareholder meetings.  At a special shareholders’ meeting on January 29, 2009, following a change in Dutch law that permitted us to repurchase up to 50% of our issued share capital in open market purchases, our shareholders authorized an extension through July 29, 2010 to purchase up to 25.6% of our issued share capital, consisting of 10% of our issued shares and an additional 15.6% of our issued shares 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.




Item 6.  Exhibits

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)
Form F-1, September 20, 1995 (File No. 000-26710)
3.2
-
Amendments to the Articles of Association of Core Laboratories N.V.
DEF 14A filed on
May 17, 2006 for Annual Meeting of Shareholders (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
       




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:
October 22, 2009
By:
/s/ Richard L. Bergmark
   
Richard L. Bergmark
   
Chief Financial Officer
   
(Duly Authorized Officer and
   
Principal Financial Officer)