Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Equity

Common Shares

On December 17, 2020, we entered into an Equity Distribution Agreement with Wells Fargo Securities, LLC (the “2020 Equity Distribution Agreement”) for the issuance of up to $60.0 million of our common shares. In 2021, we completed the sale of 1,658,012 common shares through an at-the-market offering program pursuant to the 2020 Equity Distribution Agreement for the issuance and sale of $60.0 million of our common shares, which generated aggregate proceeds of $59.1 million, net of commissions and other associated costs. Proceeds were used to reduce outstanding debt on the Company’s credit facility in 2021.

On June 9,2022, we entered into an Equity Distribution Agreement with certain banks (the “2022 Equity Distribution Agreement”) for the issuance and sale of up to $60.0 million of our common shares. Under terms of the 2022 Equity Distribution Agreement, sales of our common shares may be made by any method deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933. The Company elects when to issue a placement notice which may, among other sales parameters, specify the number of shares to be sold, the minimum price per share to be accepted, the daily volume of shares that may be sold and the range of dates when shares may be sold. The Company intends to use the net proceeds from any offerings for general corporate purposes. Pending these uses, Core Lab intends to invest the net proceeds in investment-grade interest-bearing obligations, highly liquid cash equivalents, certificates of deposit or direct or guaranteed obligations of the United States of America. As of the date of this report, the Company has not sold any shares under the 2022 Equity Distribution Agreement.

Treasury Shares

In connection with our initial public offering in September 1995, our shareholders authorized our Management Board to repurchase up to 10% of our issued share capital, the maximum allowed under Dutch law at the time, for a period of 18 months. This authorization was renewed at subsequent annual or special shareholder meetings. At our annual shareholders' meeting on May 19, 2022, our shareholders authorized an extension to repurchase up to 10% of our issued share capital through November 19, 2023. The repurchase of shares in the open market is at the discretion of management pursuant to this shareholder authorization. Such common shares, unless canceled, may be reissued for a variety of purposes such as future acquisitions, non-employee director stock awards or employee stock awards. From the activation of the share repurchase program on October 29, 2002 through December 31, 2022, pursuant to shareholder approvals, we have repurchased 40,265,843 shares for an aggregate purchase price of approximately $1.7 billion, or an average price of $41.35 per share and have canceled 33,475,406 shares with an historical cost of $1.2 billion. At December 31, 2022, we held 67,168 shares in treasury with the authority to repurchase 4,602,742 additional shares under our stock repurchase program. During the year ended December 31, 2022, we repurchased 174,348 of our common shares for $3.9 million, including rights to 102,067 shares valued at $2.1 million surrendered to us pursuant to the terms of a stock-based compensation plan in consideration of the participants' tax burdens resulting from the issuance of common shares under that plan. Subsequent to year-end, we have repurchased 57 of our common shares for less than $0.1 million.

Dividend Policy

In 2008, Core Laboratories announced the initiation of a cash dividend program. In 2020, cash dividends of $0.25 per share were paid in the first quarter and $0.01 per share were paid in each subsequent quarter in 2020. In 2022 and 2021, cash dividends of $0.01 per share were paid in each quarter. The declaration and payment of future dividends will be at the discretion of the Board of Supervisory Directors and will depend upon, among other things, future earnings, general financial condition, liquidity, capital requirements, and general business conditions. On February 1, 2023, the Company declared a quarterly cash dividend of $0.01 per common share for shareholders of record on February 13, 2023 payable on March 6, 2023.

Accumulated Other Comprehensive Income (Loss)

Amounts recognized, net of income taxes, in accumulated other comprehensive income (loss) consist of the following (in thousands):

	December 31,
	2022			2021
Pension and other postretirement benefit plans - unrecognized prior service costs and net actuarial loss	$	(5,108	)	$	(5,595	)
Interest rate swaps - net fair value gain (loss)		1,331			(4,538	)
Total accumulated other comprehensive income (loss)	$	(3,777	)	$	(10,133	)