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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ _ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission File Number 001-14273
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN
6316 Windfern Road
Houston, Texas 77040
B. Name and issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Core Laboratories N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands
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CORE LABORATORIES, INC.
PROFIT SHARING AND RETIREMENT PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
TOGETHER WITH AUDITORS' REPORT
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CORE LABORATORIES, INC.
PROFIT SHARING AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1999
<TABLE>
<CAPTION>
Page(s)
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<S> <C>
Report of Independent Public Accountants.................................................................. 1
Financial Statements-
Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and 1998.................. 2
Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended
December 31, 1999.................................................................................... 3
Notes to Financial Statements............................................................................. 4-8
Supplemental Schedule-
Schedule of Assets Held for Investment Purposes as of December 31, 1999................................ 9
</TABLE>
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Core Laboratories, Inc. Profit Sharing
and Retirement Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the Core Laboratories, Inc. Profit Sharing and Retirement Plan (the
"Plan") as of December 31, 1999 and 1998, and the related statement of changes
in net assets available for plan benefits for the year ended December 31, 1999.
These financial statements and the supplemental schedule referred to below are
the responsibility of the Plan Administrator. Our responsibility is to express
an opinion on these financial statements and supplemental schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for plan
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999, (Schedule I) is presented for
purposes of additional analysis and is not a required part of the basic
financial statements but is supplementary information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 12, 2000
1
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CORE LABORATORIES, INC.
PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
ASSETS
Investments, at fair value:
Life insurance $ 50,646 $ 67,326
Interest bearing cash 433,496 1,177,269
Collective trust fund 4,635,805 2,320,732
Common stock 8,162,300 8,573,164
Mutual funds 26,320,437 21,199,791
Participant loans 976,412 952,530
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40,579,096 34,290,812
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Receivables:
Participant contributions 160,388 14,678
Company contributions 85,618 733,688
Accrued interest and
dividends -- 542,343
Other receivables 27,557 --
Cash, non-interest bearing 301,473 --
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575,036 1,290,709
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Total assets 41,154,132 35,581,521
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LIABILITIES
Excess contributions payable 415,388 --
Other payables 23,024 --
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Total liabilities 438,412 --
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NET ASSETS AVAILABLE
FOR PLAN BENEFITS $40,715,720 $35,581,521
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</TABLE>
The accompanying notes to financial statements are an integral part of
these financial statements.
2
<PAGE> 6
CORE LABORATORIES, INC.
PROFIT SHARING AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999
-----------
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Interest $ 105,608
Dividends 1,508,453
Net appreciation (depreciation) in fair value of
investments:
Life insurance (16,908)
Collective trust fund (6,571)
Common stock 841,924
Mutual funds 1,870,807
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4,303,313
-----------
Contributions:
Employee 3,078,325
Rollovers 235,106
Employer 1,696,816
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5,010,247
Transfers from other plans 181,554
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Total additions 9,495,114
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals and retirement benefits 3,836,829
Excess contributions 415,388
Administrative expenses 108,698
-----------
Total deductions 4,360,915
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NET INCREASE 5,134,199
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year 35,581,521
-----------
End of year $40,715,720
===========
</TABLE>
The accompanying notes to financial statements are an integral part of
this financial statement.
3
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CORE LABORATORIES, INC.
PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT PLAN PROVISIONS:
The Core Laboratories, Inc. Profit Sharing and Retirement Plan (the "Plan" or
"Core Plan") was established by Core Laboratories, Inc. (the "Company"),
effective October 1, 1994. The following description of key features of the Plan
provides only general information. Participants should refer to the Plan
document for a more complete explanation of the Plan's provisions.
PLAN ADMINISTRATOR AND TRUSTEE
The Company is the Plan administrator as defined under the Employee Retirement
Income Security Act of 1974, as amended (ERISA). The Company contracts with The
401K Company (the "Recordkeeper") to maintain the Plan's participant account
balances. Austin Trust Company (the "Trustee") is the trustee of all investments
held by the Plan. The issuing fund houses are custodians of the mutual fund
investments and Pershing Division of Donaldson, Lufkin & Jenrette Securities
Corporation is custodian of Core Laboratories N.V. common stock (Company Common
Stock).
CONTRIBUTIONS
The Plan allows participants to contribute up to 12 percent of their
compensation, as defined by the Plan, on a pretax basis. The Company may, at its
discretion, elect to make matching contributions to the account of each
participant. During 1999, the Company elected to contribute up to 4 percent of
each participant's compensation. The Company may, at its discretion, also
contribute for a Plan year an additional amount with respect to each participant
who has completed one year of service and is employed by the Company on the last
day of such Plan year. The Company's board of directors shall determine whether
such contribution shall be made for a Plan year. No additional contributions
were made to the Plan for 1999.
From 1994 to 1997 participant contributions included excess contributions which
were quantified in 1999 and were refunded to participants subsequent to December
31, 1999, as the contributions were determined to be received from certain
employees ineligible to participate. A liability for excess contributions
payable in the amount of $415,388 has been reflected in the statements of net
assets available for plan benefits as of December 31, 1999.
ELIGIBILITY
Substantially all of the Company's employees are eligible to participate in the
Plan. Participation may commence upon the later of the first day of the calendar
quarter coincident with or following such eligible employee's date of hire or
the date on which such employees attain the age of 21, except for Owen Oil
Tools, Inc. (Owen Division) employees who may participate after six months of
service and attaining the age of 21.
VESTING
Participants are fully vested in their contributions and related earnings/losses
and vest in Company contributions and related earnings/losses at the rate of 20
percent for each year of service. Upon death, total and permanent physical or
mental disability, or normal retirement, all such participants become fully
vested in Company contributions and related earnings/losses.
4
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INVESTMENT PROGRAM
Participants may invest their contributions, the Company's matching
contributions and any additional Company contributions in any of ten mutual
funds, one collective trust fund and Company Common Stock.
Contributions may be invested in one fund or divided among two or more funds.
Participants may transfer some or all of the balances out of any fund into one
or any combination of the other funds on a daily basis. Participants who are
seeking guidance in their investment direction can choose from four Asset
Allocation Models: Short-Term Model (1-5 years); Medium-Term Model (5-10 years);
Long-Term Model (10-15 years) or Longer-Term Model (15+ years).
Participants who select one of the above Asset Allocation Models can also choose
to invest a portion of their account balances in the Company Common Stock.
ADMINISTRATIVE EXPENSES
The Plan pays all administrative expenses.
LOANS
The Plan permits participants to borrow a minimum of $1,000 up to a maximum
amount equal to the lesser of $50,000 or 50 percent of their vested account
balances in the Plan. New loans bear interest at treasury rates plus 4 percent
and are repaid through payroll deductions over a period not to exceed five
years.
WITHDRAWALS AND FORFEITURES
A participant may elect to receive benefit payments through any one of the
several methods provided by the Plan upon termination, retirement or financial
hardship. Participants can withdraw their after-tax contributions in cash
without being suspended from making additional contributions to the Plan.
Hardship withdrawals are allowed in the event of immediate and heavy financial
need, subject to the Internal Revenue Code of 1986, as amended (the "Code")
provisions. The participants can withdraw up to 100 percent of their pre-tax
contributions and are suspended for at least 12 months from making additional
contributions to the Plan.
Upon termination of employment with the Company, any unvested Company
contributions and related earnings/losses are forfeited. Participants returning
to the Company within 60 months of their initial termination are entitled to
have their previous account balance reinstated by the Company. During 1999,
approximately $36,900 of forfeited balances were utilized to reduce the
Company's contributions. At December 31, 1999 and 1998, forfeited amounts of
$627,468 and $77,900, respectively, were available to reduce future employer
contributions.
PRIORITIES UPON PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
5
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING
The financial statements of the Plan are presented under the accrual method of
accounting. Distributions to participants are recorded when paid.
The Accounting Standards Executive committee issued AICPA Statement of Position
99-3 Accounting For And Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters (SOP) which eliminated the requirement
for a defined contribution plan to disclose participant directed investment
programs. The SOP was adopted for the 1999 financial statements and as such, the
1998 financial statements have been reclassified to eliminate the participant
directed fund investment program disclosures.
INVESTMENT VALUATION
Pursuant to the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA, the Plan reports the investments in the financial
statements at fair value in accordance with accounting principles generally
accepted in the United States.
Investments in mutual funds and common stock are reported at fair value based on
quoted market prices. The fair value of the investment in the collective trust
fund is based on the market value of the underlying assets, as determined by the
investment issuer. The collective trust fund holds investment contracts which
are recorded at contract value, which approximates fair value. The average yield
of the collective trust fund for the year ended December 31, 1999, was 6.42
percent. Investment income is recorded as earned. Purchases and sales are
recorded on a trade-date basis.
Net realized gains or losses on the sale of investments and unrealized
appreciation (depreciation) in the fair value of investments are recorded in the
accompanying statement of changes in net assets available for plan benefits as
net appreciation (depreciation) in fair value of investments.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the use of estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
3. INVESTMENTS:
The following presents investments that represent five percent or more of the
Plan's net assets as of December 31, 1999 and 1998.
<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
IRT Stable Value Fund (Formerly, INVESCO
Stable Value Fund) $4,635,805 $2,020,299
Core Laboratories N.V. Common Stock 8,162,300 8,573,164
The Bond Fund of America 2,352,429 1,960,233
Washington Mutual Investors Fund 6,062,841 5,161,187
EuroPacific Growth Fund 2,626,177 -
Franklin Balance Sheet Investment Fund 2,792,773 2,395,737
MFS Emerging Growth Fund 3,395,288 1,855,962
Massachusetts Investors Trust 3,657,841 2,826,982
</TABLE>
6
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4. RISKS AND UNCERTAINTIES:
The Plan provides for various investments in a collective trust fund, mutual
funds and common stock. Investment securities, in general, are exposed to
various risk, such as interest rate, credit and overall market volatility risks.
Due to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will
occur in the near term.
5. TAX STATUS:
The Plan obtained its latest determination letter on November 12, 1996, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Code. The Plan has been
amended since receiving the determination letter. However, the Company believes
that the Plan is currently designed and being operated in compliance with the
applicable requirements of the Code. Therefore, the Company believes that the
Plan was qualified and tax-exempt as of the financial statement dates.
6. RECONCILIATION OF FORM 5500:
Benefits payable to participants are included in net assets available for plan
benefits and are not reflected as a liability in the financial statements. As of
December 31, 1999 and 1998, the benefits payable to participants total $285,181
and $80,340, respectively. The following is a reconciliation of net assets
available for plan benefits per the financial statements to the Form 5500 as of
December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
------------- ------------
<S> <C> <C>
Net assets available for plan benefits per the financial statements $ 40,715,720 $ 35,581,521
Less-
Current distributions payable to participants at end of year (285,181) (80,340)
------------ ------------
Net assets available for plan benefits per the Form 5500 $ 40,430,539 $ 35,501,181
============ ============
</TABLE>
The following is a reconciliation of withdrawals and retirement benefits per the
financial statements to the Form 5500 for the year ended December 31, 1999:
<TABLE>
<CAPTION>
1999
------------
<S> <C>
Withdrawals and retirement benefits per the financial statements $ 3,836,829
Add-
Current-year distributions payable to participants at end of year 285,181
Less-
Prior-year distributions payable to participants at end of year (80,340)
------------
Withdrawals and retirement benefits per the Form 5500 $ 4,041,670
============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but not yet paid as of that date.
7. TRANSFERS FROM OTHER PLANS:
Effective July 1, 1999, the Coherence Technology Company, Inc. 401(k) Plan was
merged with the Core Plan, transferring assets of $181,554.
7
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8. RELATED PARTY TRANSACTIONS:
The Plan provides for investment in shares of the Company Common Stock. As the
Company is the Plan sponsor, these transactions qualify as party-in-interest
transactions.
9. SUBSEQUENT EVENTS:
In conjunction with the Company's definitive merger agreement with Reservoirs
Inc. ("Reservoirs"), the Company has merged Reservoirs Inc. 401(k) Plan into the
Company's Plan effective January 1, 2000.
The Plan was amended effective January 1, 2000, to increase participant
contributions from 12 percent up to 15 percent of compensation.
Effective June 1, 2000, the Company replaced the Massachusetts Investors Trust
and the MFS Emerging Growth Fund with the Putnam Growth Opportunities A Fund and
the Lord Abbett Developing Growth A Fund, respectively.
8
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SCHEDULE I
CORE LABORATORIES, INC.
PROFIT SHARING AND RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Identity of Issue Description of Investment Cost Current Value
----------------------------------- -------------------------------------- ---- -------------
<S> <C> <C>
Conseco Life Insurance Company Cash surrender value of life insurance
policies (a) $ 50,646
Alliance Capital Management Corp. Alliance Capital Reserves (a) 25,894
The American Funds Group The Cash Management Trust of America (a) 407,602
Institution Trust Company IRT Stable Value Fund (a) 4,635,805
Core Laboratories N.V.* Core Laboratories N.V. Common Stock (a) 8,162,300
The American Funds Group The Bond Fund of America (a) 2,352,429
The American Funds Group Washington Mutual Investors Fund (a) 6,062,841
The American Funds Group EuroPacific Growth Fund (a) 2,626,177
Franklin/Templeton Templeton Foreign Smaller Companies Fund -
Class A (a) 1,063,267
Franklin/Templeton Templeton Developing Markets Trust -
Class A (a) 1,171,615
Franklin/Templeton Franklin Balance Sheet Investment Fund -
Class A (a) 2,792,773
Franklin/Templeton Franklin Real Estate Securities Fund -
Class A (a) 1,534,265
Massachusetts Financial Services MFS Emerging Growth Fund - Class A (a) 3,395,288
Company (MFS)
Massachusetts Financial Services Massachusetts Investors Trust - Class A (a) 3,657,841
Company (MFS)
The Vanguard Group Vanguard 500 Index Fund (a) 1,663,941
Core Laboratories, Inc. Profit Participant Loans (interest rates ranging
Sharing and Retirement Plan* from 3.00% to 10.75%) (a) 976,412
-------------
Total assets held for investment purposes $ 40,579,096
=============
* Party-in-interest
(a) Cost omitted for participant directed investments.
</TABLE>
9
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Pursuant to the requirements of the Securities Exchange Act of 1934, the plan
administrator has duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: June 28, 2000
CORE LABORATORIES, INC.
PROFIT SHARING AND RETIREMENT PLAN
By: /s/ Richard L. Bergmark
-----------------------------------
Richard L. Bergmark
10
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INDEX TO EXHIBIT
EXHIBIT
NUMBER DESCRIPTION
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23 - Consent of Independent Public Accountants
11
