8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 30, 2019

CORE LABORATORIES N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	001-14273	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Strawinskylaan 913 Tower A, Level 9 1077 XX Amsterdam The Netherlands		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (31-20) 420-3191

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (Par Value EUR 0.02)	CLB	New York Stock Exchange

Common Stock (Par Value EUR 0.02) CLB Euronext Amsterdam Stock Exchange

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

Emerging growth company ☐

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

Item 7.01 Regulation FD Disclosure

On December 30, 2019, Core Laboratories N.V. issued a press release announcing revisions to previously issued earnings guidance for its 2019 fourth quarter, initial guidance for 2020 first quarter and a reduction of the quarterly dividend. The full text of the press release is set forth in Exhibit 99.1 attached hereto.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1Press release issued on December 30, 2019 *

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

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

CORE LABORATORIES N.V.

EXHIBIT INDEX TO FORM 8-K

EXHIBIT NO.	ITEM
99.1	Press release issued on December 30, 2019 *
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

SIGNATURES

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

	Core Laboratories N.V.
Dated:  December 30, 2019	By	/s/ Christopher S. Hill
		Christopher S. Hill
		Chief Financial Officer

EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

CORE LAB ANNOUNCES:

• UPDATED FOURTH QUARTER 2019 GUIDANCE

• INITIAL FIRST QUARTER 2020 GUIDANCE

• FUTURE QUARTERLY DIVIDENDS REDUCED TO $0.25 PER SHARE

AMSTERDAM (30 December 2019) - Core Laboratories N.V. (NYSE: "CLB US" and Euronext Amsterdam: "CLB NA") (“Core”, “Core Lab”, or the “Company”) is announcing revised guidance from continuing operations for the fourth quarter of 2019, initial first quarter 2020 guidance and a reduction of its future quarterly dividend.

Updated Fourth Quarter 2019 Guidance

The decline in U.S. onshore activity has proven to be more pronounced than originally forecast in Core Lab’s third quarter earnings release on 23 October 2019. The U.S. rig count quarter-to-date is down approximately 11%, with U.S. completion activity tracking downward over 20%, primarily affecting Core’s Production Enhancement segment. In addition, client discussions required to advance large international and offshore projects have progressed slower than expected. These developments have negatively impacted the fourth quarter of 2019 financial results for Core’s Reservoir Description segment.

Core now projects that fourth quarter 2019 revenue will range from $154,000,000 to $156,000,000, with operating income of approximately $24,000,000 to $25,000,000, yielding operating margins of 16%.  Earnings per share (“EPS”) for the fourth quarter of 2019 is expected to be $0.37 to $0.38.

Initial First Quarter 2020 Guidance

Core Lab remains constructive on the mid- to long-term outlook for the international and offshore crude oil markets and client activity levels, with multi-year growth on the horizon. In particular, offshore South America and the Middle East, as well as the Gulf of Mexico, should show increased client activity. Over the past three years, announced final investment decisions have progressed more slowly than in previous cycles. For 2020, investment on international client appraisal and development programs is expected to increase by mid-single digits. These factors will contribute to both future reserve replacement for clients and more steady and predictable workflows for Core Lab.

Core is providing initial guidance for the first quarter of 2020. Guidance for the first quarter of 2020 will be updated during the fourth quarter 2019 conference call. Core expects consolidated first quarter 2020 revenue of approximately $159,000,000 to $164,000,000, with operating income of approximately $25,000,000 to

$27,000,000, yielding operating margins of 16%. EPS for the first quarter of 2020 is expected to be approximately $0.39 to $0.41.  

The Company’s revised fourth quarter 2019 and initial first quarter 2020 guidance are based on projections for the underlying operations, excludes gains or losses in foreign exchange and assumes an effective tax rate of 20%.

Future Quarterly Dividends

Considering projected modest growth in the international markets for the near-term and continued volatility in the U.S. land market, Core’s Board of Supervisory Directors has approved a plan to reduce the Company’s future quarterly dividends to $0.25 per share beginning with the first quarter of 2020. While cost reductions have been implemented and the Company will continue to right-size the business, Core believes reducing future quarterly dividends is in the best interest of the Company and its shareholders. Reducing the dividend will preserve Core’s strong balance sheet. Based upon a quarterly dividend of $0.25 per share and the number of shares currently outstanding, the annual dividend distribution will decrease by approximately $53 million, providing additional flexibility in the Company’s capital allocation policy. Core continues to generate significant levels of free cash flow, which will be returned to shareholders via the Company’s regular quarterly dividend and opportunistic share repurchases, as well as to manage the Company’s level of outstanding debt.

Any determination regarding future quarterly cash dividends, as well as the amount of any such cash dividend that may be declared, will be based on the Company’s financial position, earnings, earnings outlook, capital expenditure plans, ongoing share repurchases, potential acquisition opportunities and other relevant factors at the time.

Core Lab will host its fourth quarter 2019 earnings call on Thursday, 30 January 2020 at 7:30 a.m. CST / 2:30 p.m. CET to discuss financial and operational results. The fourth quarter 2019 earnings release will be issued after market close on 29 January 2020.

Core Laboratories N.V. is a leading provider of proprietary and patented reservoir description and production enhancement services and products used to optimize petroleum reservoir performance. The Company has over 70 offices in more than 50 countries and is located in every major oil-producing province in the world. This release, as well as other statements we make, includes forward-looking statements regarding the future revenue, profitability, business strategies and developments of the Company made in reliance upon the safe harbor provisions of Federal securities law. The Company's outlook is subject to various important cautionary factors, including risks and uncertainties related to the oil and natural gas industry, business conditions, international markets, international political climates and other factors as more fully described in the Company's most recent Forms 10-K, 10-Q and 8-K filed with or furnished to the U.S. Securities and Exchange Commission. These important factors could cause the Company's actual results to differ materially from those described in these forward-looking statements. Such statements are based on current expectations of the Company's performance and are subject to a variety of factors, some of which are not under the control of the Company. Because the information herein is based solely on data currently available, and because it is subject to change as a result of changes in conditions over which the Company has no control or influence, such forward-looking statements should not be viewed as assurance regarding the Company's future performance. The Company undertakes no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances that may arise after the date of this press release, except as required by law.

Visit the Company's website at www.corelab.com. Connect with Core Lab on Facebook, LinkedIn and YouTube.

For more information, contact:

Gwen Schreffler - SVP Corporate Development and Investor Relations, +1 713 328 6210

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XML

Document And Entity Information	Dec. 30, 2019
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 30, 2019
Entity Registrant Name	CORE LABORATORIES N V
Entity Tax Identification Number	00-0000000
Entity Central Index Key	0001000229
Entity Emerging Growth Company	false
Entity File Number	001-14273
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Address, Address Line One	Strawinskylaan 913Tower A, Level 9
Entity Address, Address Line Two	1077 XX
Entity Address, City or Town	Amsterdam
Entity Address, Country	NL
City Area Code	31-20
Local Phone Number	420-3191
Entity Incorporation, State or Country Code	P7
Entity Address, Postal Zip Code	1077
Title of each class	Common Stock (Par Value EUR 0.02)
Trading Symbol	CLB
Name of each exchange on which registered	NYSE