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, 2001
OR
| _ | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________________ to ________________
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 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
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2001
TOGETHER WITH AUDITORS' REPORT
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2001
Page(s)
Report of Independent Accountants......................................................................... 1
Copy of Report of Independent Public Accountants for the Year Ended December 31, 2000..................... 2
Financial Statements-
Statements of Net Assets Available for Plan Benefits as of December 31, 2001 and 2000.................. 3
Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended
December 31, 2001.................................................................................... 4
Notes to Financial Statements............................................................................. 5-9
Supplemental Schedule*-
Schedule of Assets (Held at End of Year) as of December 31, 2001....................................... 10
* All other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because the information required by the schedules has been included in
the notes to financial statements or the schedules are not applicable.
4
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Core Laboratories Profit Sharing and Retirement Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Core Laboratories Profit Sharing and Retirement Plan (the "Plan") at December
31, 2001, and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The financial statements of
the Plan as of December 31, 2000 and for the year then ended were audited by
other independent accountants whose report dated June 25, 2001 expressed an
unqualified opinion on those statements.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose 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. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audit 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.
/s/ PricewaterhouseCoopers LLP
June 25, 2002
THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN LLP REPORT AND HAS
NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.
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, 2000 and 1999, and the related statement of changes
in net assets available for plan benefits for the year ended December 31, 2000.
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, 2000 and 1999, and the changes in net assets available for plan
benefits for the year ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2000, 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 25, 2001
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
2001 2000
----------- -----------
ASSETS
Cash, noninterest-bearing $ 167,580 $ 727,108
Investments, at fair value:
Life insurance 54,325 52,719
Interest-bearing cash
19,802 33,724
Collective trust fund 3,952,082 4,466,396
Common stock 7,635,867 10,450,036
Mutual funds 25,914,574 26,316,017
Participant loans 1,034,700 977,016
----------- -----------
38,611,350 42,295,908
Receivables:
Participant contributions
- 84,461
Employer contributions
- 42,817
Other receivables 17,536 249,755
----------- -----------
17,536 377,033
----------- -----------
Total assets 38,796,466 43,400,049
LIABILITIES
Other payables 139,779 203,239
----------- -----------
Total liabilities 139,779 203,239
----------- -----------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $38,656,687 $43,196,810
=========== ===========
The accompanying notes to financial statements are an integral part of
these financial statements.
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income-
Interest and dividends $ 1,081,228
Net appreciation (depreciation)
in fair value of investments:
Life insurance 1,606
Common stock (5,353,879)
Mutual funds (2,098,018)
---------------
(6,369,063)
Contributions:
Participant 3,405,193
Employee rollovers 487,137
Employer 1,527,666
---------------
5,419,996
Other Additions 24,665
---------------
Total additions (924,402)
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Withdrawals and retirement benefits 3,515,788
Administrative expenses 99,933
---------------
Total deductions 3,615,721
---------------
NET DECREASE (4,540,123)
NET ASSETS AVAILABLE FOR PLAN BENEFITS
Beginning of year 43,196,810
---------------
End of year $ 38,656,687
===============
The accompanying notes to financial statements are an integral part of
these financial statements.
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 and 2000
1. SUMMARY OF SIGNIFICANT PLAN PROVISIONS:
The Core Laboratories Profit Sharing and Retirement Plan (the "Plan" or "Core
Lab Plan") was established by Core Laboratories LP (the "Company"), effective
October 1, 1994. Effective May 1, 2001, the Plan was amended to reflect a change
in the Company's name and legal status from Core Laboratories, Inc. to Core
Laboratories LP. The Plan's new name is the Core Laboratories Profit Sharing and
Retirement Plan. The following description of key features of the Plan provides
only general information. Participants should refer to the Plan document, as
amended, 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 the Pershing Division of Donaldson, Lufkin & Jenrette Securities
Corporation is custodian of Core Laboratories N.V. common stock ("Company Common
Stock").
Eligibility
Substantially all of the Company's employees, including temporary or part-time
employees who have completed at least 1,000 hours of service in a Plan year, are
eligible to participate in the Plan. Employees who are active participants in
another qualified plan sponsored by the company and employees of Owen Oil Tools
LP with less than six months of service are ineligible to participate.
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 employee attains the age of 21.
Contributions
The Plan allows participants to contribute up to 15 percent of their
compensation, as defined by the Plan, on a pretax basis. At its discretion, the
Company makes matching contributions to the account of each participant up to
four 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 2001.
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.
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) which represent a
designated blend of the available mutual funds. Participants who select one of
the 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 four
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, if any from
previous plans, in cash without being suspended from making additional
contributions to the Plan. Participants may also make an in-service withdrawal
at age 59 1/2 of their vested account balance. Participants may elect an in-kind
distribution of Core Laboratories N.V. stock in lieu of cash upon termination,
retirement or upon electing an in-service withdrawal at age 59 1/2.
Hardship withdrawals are allowed in the event of immediate and heavy financial
need, subject to the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"). 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 2001,
$223,934 of forfeited balances were utilized to reduce the Company's
contributions. At December 31, 2001 and 2000, forfeited amounts of $77,840 and
$215,684, respectively, were available to reduce future employer contributions
or Plan expenses.
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States. Distributions to participants are recorded when paid.
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, 2001, was 6.49
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, 2001 and 2000.
2001-
Stable Value Fund $ 3,952,018
Core Laboratories N.V. Common Stock 7,635,867
Washington Mutual Investors Fund - Class A 6,003,312
EuroPacific Growth Fund - Class A 2,698,514
Franklin Balance Sheet Investment Fund - Class A 2,659,598
Lord Abbett Developing Growth Fund 2,296,875
Putnam Growth Opportunities - Class A 3,431,073
Vanguard 500 Index Fund 2,844,814
The Bond Fund of America - Class A 3,351,428
2000-
Stable Value Fund $ 4,466,396
Core Laboratories N.V. Common Stock 10,450,036
Washington Mutual Investors Fund - Class A 5,879,472
EuroPacific Growth Fund - Class A 2,218,118
Franklin Balance Sheet Investment Fund - Class A 3,219,696
Lord Abbett Developing Growth Fund 3,137,453
Putnam Growth Opportunities - Class A 3,229,793
Vanguard 500 Index Fund 2,866,159
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 December 31, 2001 and 2000.
6. RECONCILIATION OF FORM 5500:
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500 as of December 31, 2001 and 2000:
2001 2000
--------------- ---------------
Net assets available for plan benefits per the
financial statements $ 38,656,687 $ 43,196,810
Less-
Benefits payable to participants - (496,190)
--------------- ---------------
Net assets available for plan benefits per the Form 5500 $ 38,656,687 $ 42,700,620
=============== ===============
The following is a reconciliation of withdrawals and retirement benefits per the
financial statements to the Form 5500 for the year ended December 31, 2001:
Withdrawals and retirement benefits per the financial statements $ 3,515,788
Less-
Benefits payable to participants at December 31, 2000 (496,190)
---------------
Withdrawals and retirement benefits per the Form 5500 $ 3,019,598
===============
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:
There were no transfers from other plans into the Plan for 2001.
Effective January 31, 2000, the Reservoirs Inc. 401(k) Plan was merged with the
Core Lab Plan, transferring assets of $2,553,866.
Effective February 29, 2000, the TomoSeis 401(k) Plan was merged with the Core
Lab Plan, transferring assets of $178,509.
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:
Effective January 1, 2002, the Plan was restated in its entirety to incorporate
previous amendments and to make amendments to the Plan that include the
following: excluding Plan participation of an individual that is deemed to be an
employee pursuant to Treasury regulations issued under section 414(o) of the
Code, amending the Plan's definition of "eligible rollover distribution" for
legislative changes, amending the Plan's top heavy provisions for legislative
changes, and prospectively eliminating certain optional forms of benefits from
plans that have been merged into the Plan as permitted by Treasury Regulations
issued under section 411(d)(6) of the Code.
On February 28, 2002, the Plan filed a request for a favorable determination
letter from the Internal Revenue Service subsequent to the initial determination
letter. See Note 5 for more information regarding the initial determination
letter.
On May 20, 2002, an amendment was executed to allow for the excess funds of the
terminated Retirement Income Plan for Employees of Saybolt Inc. plan to be
transferred into the Plan and will be effective July 1, 2002.
SCHEDULE
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2001
Identity of Issuer Description of Investment Current Value
- ---------------------------------- ------------------------------------------------- -----------------
Conseco Life Insurance Company Cash surrender value of life insurance
policies $ 54,325
Alliance Capital Management Corp. Alliance Capital Reserves 19,802
American Funds The Cash Management Trust of America - Class A 64
AMVESCAP National Trust Company Stable Value Fund 3,952,018
Core Laboratories N.V.* Core Laboratories N.V. Common Stock 7,635,867
American Funds The Bond Fund of America - Class A 3,351,428
American Funds Washington Mutual Investors Fund - Class A 6,003,312
American Funds EuroPacific Growth Fund - Class A 2,698,514
Franklin Templeton Investments Templeton Foreign Smaller Companies Fund -
Class A 742,145
Franklin Templeton Investments Templeton Developing Markets Trust - Class A 647,124
Franklin Templeton Investments Franklin Balance Sheet Investment Fund - Class A 2,659,598
Franklin Templeton Investments Franklin Real Estate Securities Fund - Class A 1,239,691
Lord Abbett & Company Lord Abbett Developing Growth Fund 2,296,875
Putnam Investments Putnam Growth Opportunities - Class A 3,431,073
The Vanguard Group Vanguard 500 Index Fund 2,844,814
Participant Loans* Interest rates ranging from 3.00% to 10.89%
with varying maturity dates 1,034,700
-----------------
Total assets (held at end of year) $ 38,611,350
=================
Assets indicated by * are invested with parties-in-interest to the Plan as
defined by Section 3 (14) of ERISA.
SIGNATURES
The Plan. 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, 2002
CORE LABORATORIES
PROFIT SHARING AND RETIREMENT PLAN
By: /s/ Richard L. Bergmark
----------------------------
Richard L. Bergmark
Executive Vice President and
Chief Financial Officer