-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SjXhHrN4XVSUaOGp2PDSJQbPDSgQe9gnxY2nt0ekc6Jj8MoTfrPCrZkdXCdCXZYq GJn3+GzMQg/Rk2SXm+fDMw== 0000950129-98-002777.txt : 19980630 0000950129-98-002777.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950129-98-002777 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORE LABORATORIES N V CENTRAL INDEX KEY: 0001000229 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-26710 FILM NUMBER: 98656847 BUSINESS ADDRESS: STREET 1: 1017 BZ AMSTERDAM STREET 2: HERENGRACHT 424 CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 3120420319 MAIL ADDRESS: STREET 1: HERENGRACHT 424 STREET 2: 1017 BZ AMSTERDAM CITY: THE NETHERLANDS STATE: P7 11-K 1 CORE LABORATORIES, INC. PROFIT SHARING & RETIRE. 1 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, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ________________ to ________________ 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 5925 Hollister 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. The Netherlands Herengracht 424 1017 BZ Amsterdam The Netherlands 2 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 26, 1998 CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN By: /s/ Richard L. Bergmark -------------------------- Richard L. Bergmark 3 CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS, EXHIBITS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1997
Page(s) ------ Report of Independent Public Accountants.............................................................. 1 Financial Statements- Statements of Net Assets Available for Benefits as of December 31, 1997 and 1996................... 2 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1997................................................................................ 3 Notes to Financial Statements......................................................................... 4-7 Exhibits- Exhibit 1 - Statements of Net Assets Available for Benefits, With Fund Information as of December 31, 1997 and 1996....................................................................... 8-9 Exhibit 2 - Statement of Changes in Net Assets Available for Benefits, With Fund Information for the Year Ended December 31, 1997................................................. 10 Supplemental Schedules- Schedule I - Item 27 (a) Schedule of Assets Held for Investment Purposes as of 11 December 31, 1997.............................................................................. Schedule II - Item 27 (d) Schedule of Reportable Transactions - Individual Transactions for the Year Ended December 31, 1997................................................................ 12 Schedule III - Item 27 (d) Schedule of Reportable Transactions - Series of Transactions for the Year Ended December 31, 1997................................................................ 13 Schedule IV - Item 27 (e) Schedule of Non-Exempt Transactions for the Year Ended December 31, 1997.............................................................................. 14
4 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 benefits of Core Laboratories, Inc. Profit Sharing and Retirement Plan (the "Plan") as of December 31, 1997 and 1996, and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. These financial statements and the schedules referred to below are the responsibility of the Plan administrator. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 the Plan administrator, 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 benefits of the Plan as of December 31, 1997 and 1996, and the changes in its net assets available for benefits for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1997 (Schedule I), reportable transactions for the year ended December 31, 1997 (Schedules II and III) and non-exempt transactions for the year ended December 31, 1997 (Schedule IV) are presented for purposes of additional analysis and are not a required part of the basic financial statements but are 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 schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Houston, Texas June 29, 1998 1 5 CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1997 AND 1996
1997 1996 ------------- ------------- INVESTMENTS, at fair value- Fidelity Managed Income Portfolio $ 2,809,163 $ 3,307,949 Fidelity Asset Manager -- 2,355,696 Longleaf Partners Fund -- 5,076,114 Ivy International Fund 25,543 1,384,322 Core Laboratories N.V. Common Stock Fund 6,786,883 1,477,769 Loans receivable from participants 734,535 515,745 NationsBank Prime Portfolio Trust A Shares 12,729,814 134,360 ------------- ------------- Total investments 23,085,938 14,251,955 Contributions receivable- Participants 191,813 53,503 Company 97,139 404,909 Accrued interest and dividends receivable 37,285 789,620 ACCRUED PAYABLE (140,124) (118,142) ------------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 23,272,051 $ 15,381,845 ============ ============
The accompanying notes to financial statements are an integral part of these financial statements. 2 6 CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment income- Interest and dividend income $ 551,605 Net appreciation of investments 5,302,320 ----------- Total investment income 5,853,925 Contributions- Participant 1,584,901 Company 867,386 Rollover 147,319 Transfers from other plan 1,184,426 ----------- 3,784,032 DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO: Expenses (75,496) Distributions to participants (1,672,255) ----------- Increase in net assets available for benefits for the year 7,890,206 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 15,381,845 ----------- End of year $23,272,051 ===========
The accompanying notes to financial statements are an integral part of these financial statements. 3 7 CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 1. SUMMARY OF SIGNIFICANT PLAN PROVISIONS: The Core Laboratories, Inc. Profit Sharing and Retirement Plan (the "Plan") was established by Core Laboratories, Inc. (the "Company"), effective October 1, 1994. The Plan allows participants to contribute up to 12 percent of their compensation, as defined, to the Plan on a pretax basis. During 1997, the Company contributed to the account of each participant in the Plan up to 4 percent of each participant's compensation, as defined. 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. A Company contribution of $668,871 was approved by the board of directors in 1997. Effective January 1, 1998, all matching contributions made by the Company will be as determined at the sole discretion of the Company. 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 as the Plan document is controlling at all times. PLAN ADMINISTRATOR AND TRUSTEE The Company is the Plan administrator as defined under the Employee Retirement Income Security Act of 1974. The Company contracted with J.E. Stone & Associates to maintain the Plan's participant account balances in 1997. NationsBank of Texas, N.A. (the "Trustee"), was the trustee of all investments held by the Plan prior to January 1, 1998. Effective January 1998, Austin Trust Company became the successor trustee and The 401K Company now maintains the Plan's participant account balances. ELIGIBILITY Substantially all of the Company's employees are eligible to participate in the Plan. Participation may commence upon the later of such eligible employee's first day of the calendar quarter coincident with or following the date of hire or the date on which such employees attain 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, physical or mental disability, or normal retirement, participants become fully vested in Company contributions and related earnings/losses. 4 8 INVESTMENT PROGRAM Participants had the option of investing their contributions, the Company's matching contributions and any additional Company contributions in any of the following funds (description provided by investment managers). Effective January 1, 1998, the participants will have new investment options. Fidelity Managed Income Portfolio--Investments are made in high-quality short- and long-term investment contracts with variable and fixed rates that have maturities of between one and seven years, with the objective of preservation of capital and a low risk level. The average aggregate yield of investments in this portfolio for the year ended September 30, 1997 was 5.82%. Investments are stated at contract value which approximates fair value. Fidelity Asset Manager--Investments are made in domestic and foreign stocks, bonds and short-term instruments with the objective of high return with reduced risk. Longleaf Partners Fund--Investments are made in securities of companies having a market capitalization of $1 billion or less with the objective of long-term capital growth. Ivy International Fund--Investments are made in foreign and domestic equity securities with the objective of long-term capital growth. Core Laboratories N.V. Common Stock Fund-- Participants have the option of investing in Core Laboratories N.V. common stock. Investments are in the common stock of the Company purchased at prevailing market prices. During the fourth quarter of 1997, the Plan began liquidating its investments in the above funds into cash in order to expedite the transfer of assets from the existing trustee, NationsBank of Texas N.A., to the successor trustee, Austin Trust Company, effective January 1, 1998. Realized gains and losses on the liquidation of the Plan's investments are reflected in the net appreciation of investments for the year ended December 31, 1997. During 1997, contributions could be invested in one fund or divided among two or more funds. Participants could transfer some or all of the balances out of any fund into one or any combination of the other funds once a quarter. (See Exhibits 1 and 2 for statements of net assets available for benefits, with fund information as of December 31, 1997 and 1996, and statement of changes in net assets available for benefits, with fund information for the year ended December 31, 1997.) ASSET VALUATION The assets of the Plan are recorded at cost in the participants' accounts and converted to market value for financial statement presentation. ADMINISTRATIVE EXPENSES The Plan is responsible for its administrative expenses. PRIORITIES UPON PLAN TERMINATION The Company intends for the Plan to be permanent; however, in the event of discontinuance of contributions or termination of the Plan, the total balances of all participants shall become fully vested. 5 9 LOANS The Plan permits participants to borrow the lesser of $50,000 or 50 percent of their vested account balances in the Plan. These loans bear interest at prime plus 1 percent and are repaid through payroll deductions over a period not to exceed 5 years. WITHDRAWALS AND FORFEITURES A participant may receive benefit payments through lump sum distribution upon termination. They may receive a partial distribution for financial hardship. Participants can withdraw their after-tax contributions in cash without being suspended 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 1997 $28,809 of forfeited balances were utilized to reduce the Company's contributions. Hardship withdrawals are allowed in the event of immediate and heavy financial need, subject to Internal Revenue Code (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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF ACCOUNTING The accounts of the Plan are maintained by the Trustee on the cash basis of accounting. For financial reporting purposes, however, the financial statements have been prepared on the accrual basis of accounting. INVESTMENT VALUATION Plan investments are stated at fair value, except for the Fidelity Managed Income Portfolio, which is stated at contract value. If available, quoted market prices are used to value investments. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from those estimates. 3. 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, they believe that the Plan was qualified and tax-exempt as of the financial statement date. 6 10 4. RECONCILIATION OF FORM 5500: Benefits payable to participants, accumulated forfeitures and accrued loan principal reductions are included in net assets available for Plan benefits and are not reflected as a liability in the financial statements. As of December 31, 1997 and 1996, the benefits payable to participants total $141,979 and $265,827, respectively. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 1997 and 1996:
1997 1996 ------------ ------------ Net assets available for benefits per the financial statements $ 23,272,051 $ 15,381,845 Less- Current amounts payable to participants at end of year (141,979) (265,827) ------------ ------------ Net assets available for benefits per the Form 5500 $ 23,130,072 $ 15,116,018 ============ ============
The following is a reconciliation of the increase in net assets per the financial statements to the Form 5500 for the year ended December 31, 1997.
1997 ------------ Increase in net assets per the financial statements $ 7,890,206 Add- Prior-year amounts payable to participants at end of year 265,827 Less- Current amounts payable to participants at end of year (141,979) ------------ Increase in net assets per the Form 5500 $ 8,014,054 ============
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, 1997, but not yet paid as of that date. 5. TRANSFERS FROM OTHER PLAN: Effective January 1, 1997, the ProTechnics Company Employee Retirement Plan was merged into the Company's Plan. ProTechnics is a 100% owned subsidiary acquired in December 1996. Plan assets of approximately $1.2 million were transferred from the ProTechnics Plan into the Company's Plan during 1997. 6. SUBSEQUENT EVENTS: Effective January 1, 1998, the Saybolt, Inc. 401(k) Retirement Plan and the Stim-Lab, Inc. 401(k) Profit Sharing Plan merged with the Company's Plan. Stim-Lab is a 100% owned subsidiary acquired in December 1997 and Saybolt is a 100% owned subsidiary acquired in May 1997. To enhance the services provided to plan participants, the Plan changed recordkeeper and trustee to the 401K Company and Austin Trust Company, respectively. 7 11 EXHIBIT 1 CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1997
Fidelity Managed Fidelity Longleaf Ivy Income Asset Partners International Portfolio Manager Fund Fund ------------ ------------ ------------ ------------ INVESTMENTS, at fair value- Mutual/Trust Fund $ 2,809,163 $ -- $ -- $ 25,543 Core Laboratories N.V. common stock -- -- -- -- NationsBank Prime Portfolio Trust A shares -- 3,137,092 7,289,612 1,810,464 Loans receivable from participants -- -- -- -- ------------ ------------ ------------ ------------ Total investments 2,809,163 3,137,092 7,289,612 1,836,007 Contributions receivable- Participants 22,352 31,748 64,348 20,966 Company 6,457 18,358 33,284 11,747 Accrued interfund transfers, net (16,492) (1,986) (46,826) (8,699) Accrued interest and dividends receivable 121 1,105 1,306 367 Other accrued receivable (payable) 12,459 7,101 12,082 6,304 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 2,834,060 $ 3,193,418 $ 7,353,806 $ 1,866,692 ============ ============ ============ ============
Core Laboratories N.V. Common Loan Stock Fund Fund Total ------------ ------------ ------------ INVESTMENTS, at fair value- Mutual/Trust Fund $ -- $ -- $ 2,834,706 Core Laboratories N.V. common stock -- 6,786,883 6,786,883 NationsBank Prime Portfolio Trust A shares 9,857 482,789 12,729,814 Loans receivable from participants 734,535 -- 734,535 ------------ ------------ ------------ Total investments 744,392 7,269,672 23,085,938 Contributions receivable- Participants -- 52,399 191,813 Company -- 27,293 97,139 Accrued interfund transfers, net (892) 74,895 -- Accrued interest and dividends receivable 31,712 2,674 37,285 Other accrued receivable (payable) (189,053) 10,983 (140,124) ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 586,159 $ 7,437,916 $ 23,272,051 ============ ============ ============
This exhibit is an integral part of the accompanying financial statements. 8 12 EXHIBIT 1 (CONTINUED) CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION AS OF DECEMBER 31, 1996
Fidelity Managed Fidelity Longleaf Ivy Income Asset Partners International Portfolio Manager Fund Fund ------------ ------------ ------------ ------------ INVESTMENTS, at fair value- Mutual / Trust Fund $ 3,307,949 $ 2,355,696 $ 5,076,114 $ 1,384,322 Core Laboratories N.V. common stock -- -- -- -- NationsBank Prime Portfolio Trust A shares 21,683 21,851 60,347 11,015 Loans receivable from participants -- -- -- -- ------------ ------------ ------------ ------------ Total investments 3,329,632 2,377,547 5,136,461 1,395,337 Contributions receivable- Participants 8,970 10,676 23,215 5,175 Company 80,665 79,072 167,805 46,876 Accrued interfund transfers, net (112,541) 20,176 (262,194) 32,275 Accrued interest and dividends receivable 98 143,131 614,316 31,997 Other accrued receivable (payable) (44,947) (251) 9,897 684 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 3,261,877 $ 2,630,351 $ 5,689,500 $ 1,512,344 ============ ============ ============ ============
Core Laboratories N.V. Common Loan Stock Fund Fund Total ------------ ------------ ------------ INVESTMENTS, at fair value- Mutual / Trust Fund $ -- $ -- $ 12,124,081 Core Laboratories N.V. common stock -- 1,477,769 1,477,769 NationsBank Prime Portfolio Trust A shares 2 19,462 134,360 Loans receivable from participants 515,745 -- 515,745 ------------ ------------ ------------ Total investments 515,747 1,497,231 14,251,955 Contributions receivable- Participants -- 5,467 53,503 Company -- 30,491 404,909 Accrued interfund transfers, net (2) 322,286 -- Accrued interest and dividends receivable -- 78 789,620 Other accrued receivable (payable) (83,951) 426 (118,142) ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 431,794 $ 1,855,979 $ 15,381,845 ============ ============ ============
This exhibit is an integral part of the accompanying financial statements. 9 13 EXHIBIT 2 CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997
Fidelity Managed Fidelity Longleaf Ivy Income Asset Partners International Portfolio Manager Fund Fund ------------ ------------ ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment income- Interest and dividend income $ 192,341 $ 280,110 $ 2,332 $ 25,366 Net appreciation of investments -- 279,820 1,554,034 111,464 ------------ ------------ ------------ ------------ Total investment income 192,341 559,930 1,556,366 136,830 Contributions- Participants 145,383 281,759 602,682 193,358 Company 116,409 156,233 311,985 93,873 Rollover 15,425 54,674 63,881 5,528 Transfers from other plan 1,184,426 -- -- -- ------------ ------------ ------------ ------------ 1,461,643 492,666 978,548 292,759 Interfund transfers, net (1,470,706) (156,489) (366,713) 60,871 DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO: Expenses (14,703) (11,086) (21,662) (6,765) Distributions to participants (596,392) (321,954) (482,233) (129,347) ------------ ------------ ------------ ------------ Increase (decrease) in net assets available for benefits for the year (427,817) 563,067 1,664,306 354,348 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 3,261,877 2,630,351 5,689,500 1,512,344 ------------ ------------ ------------ ------------ End of year $ 2,834,060 $ 3,193,418 $ 7,353,806 $ 1,866,692 ============ ============ ============ ============
Core Laboratories N.V. Common Loan Stock Fund Fund Total ------------ ------------ ------------ ADDITIONS TO NET ASSETS ATTRIBUTABLE TO: Investment income- Interest and dividend income $ 42,337 $ 9,119 $ 551,605 Net appreciation of investments -- 3,357,002 5,302,320 ------------ ------------ ------------ Total investment income 42,337 3,366,121 5,853,925 Contributions- Participants -- 361,719 1,584,901 Company -- 188,886 867,386 Rollover -- 7,811 147,319 Transfers from other plan -- -- 1,184,426 ------------ ------------ ------------ -- 558,416 3,784,032 Interfund transfers, net 130,676 1,802,361 -- DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO: Expenses (1,538) (19,742) (75,496) Distributions to participants (17,110) (125,219) (1,672,255) ------------ ------------ ------------ Increase (decrease) in net assets available for benefits for the year 154,365 5,581,937 7,890,206 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 431,794 1,855,979 15,381,845 ------------ ------------ ------------ End of year $ 586,159 $ 7,437,916 $ 23,272,051 ============ ============ ============
This exhibit is an integral part of the accompanying financial statements 10 14 SCHEDULE I CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997
Current Identity of Issuer Description of Investment Cost Value ------------------ ------------------------- ---- ------- Fidelity Management Trust Company Fidelity Managed Income Portfolio (2,809,163 shares) $ 2,809,163 $ 2,809,163 Ivy Management, Inc. Ivy International Fund (654 shares) 21,275 25,543 Core Laboratories, Inc. Profit Sharing and Loan Fund (interest rates ranging from Retirement Plan* 8.00% to 10.00%) 734,535 734,535 Core Laboratories N.V* Core Laboratories N.V. Common Stock (375,734 shares) 3,159,068 6,786,883 NationsBank of Texas, N.A.* NationsBank Prime Portfolio Trust A Shares (12,729,814 shares) 12,729,814 12,729,814 ------------- ------------- Total $ 19,453,855 $ 23,085,938 ============= =============
*Party in interest. 11 15 SCHEDULE II CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS - INDIVIDUAL TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
Purchase Selling Identity of Party Involved Description of Asset Price(a) Price(b) - ----------------------------------- ------------------------------------------ ---------- ----------- Fidelity Management Trust Company Fidelity Managed Income Portfolio $1,300,546 $ -- Fidelity Management Trust Company Fidelity Managed Income Portfolio -- 1,098,642 Fidelity Management Trust Company Fidelity Asset Manager -- 3,137,092 Southeastern Asset Management, Inc. Longleaf Partners Fund -- 7,289,612 Ivy Management, Inc. Ivy International Fund -- 1,810,464 NationsBank of Texas, N.A. NationsBank Prime Portfolio Trust A Shares 7,289,612 -- NationsBank of Texas, N.A. NationsBank Prime Portfolio Trust A Shares 1,100,413 -- NationsBank of Texas, N.A. NationsBank Prime Portfolio Trust A Shares 1,088,901 -- NationsBank of Texas, N.A. NationsBank Prime Portfolio Trust A Shares -- 1,300,546 NationsBank of Texas, N.A. NationsBank Prime Portfolio Trust A Shares -- 1,098,642 NationsBank of Texas, N.A. NationsBank Prime Portfolio Trust A Shares 1,810,464 -- NationsBank of Texas, N.A. NationsBank Prime Portfolio Trust A Shares 3,137,092 -- Current Value Of Asset on Cost Transaction Identity of Party Involved of Sales Date Net Gain - ----------------------------------- ---------- ----------- ---------- Fidelity Management Trust Company $1,300,546 $1,300,546 $ -- Fidelity Management Trust Company 1,098,642 1,098,642 -- Fidelity Management Trust Company 2,742,480 3,137,092 394,612 Southeastern Asset Management, Inc. 5,261,957 7,289,612 2,027,655 Ivy Management, Inc. 1,543,529 1,810,464 266,935 NationsBank of Texas, N.A. 7,289,612 7,289,612 -- NationsBank of Texas, N.A. 1,100,413 1,100,413 -- NationsBank of Texas, N.A. 1,088,901 1,088,901 -- NationsBank of Texas, N.A. 1,300,546 1,300,546 -- NationsBank of Texas, N.A. 1,098,642 1,098,642 -- NationsBank of Texas, N.A. 1,810,464 1,810,464 -- NationsBank of Texas, N.A. 3,137,092 3,137,092 -- (a)Purchase price includes transaction expenses. (b)Selling price is net of transaction expenses. NOTE: This schedule includes each single transaction involving the same assets which amounts to more than 5 percent of Plan assets as of January 1, 1997.
12 16 SCHEDULE III CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN ITEM 27 (d) SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES OF TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
Purchase Selling Identity of Party Involved Description of Asset Price(a) Price(b) - ----------------------------------- ---------------------------------------- ----------- ------------ Fidelity Management Trust Company Fidelity Managed Income Portfolio $ 1,856,061 $ 2,354,847 Fidelity Management Trust Company Fidelity Asset Manager 1,094,396 3,729,912 Southeastern Asset Management, Inc. Longleaf Partners Fund 1,871,525 -- Ivy Management, Inc. Ivy International Fund 642,751 -- Core Laboratories N.V. Common Stock Core Laboratories N.V. Common Stock Fund 2,061,264 109,152 NationsBank of Texas, N.A. NationsBank Prime Portfolio 20,904,319 8,308,865 Current Value of Asset on Cost Transaction Identity of Party Involved of Sales Date Net Gain - ----------------------------------- ----------- ----------- ------------- Fidelity Management Trust Company $ 2,354,847 $ 2,354,847 $ -- Fidelity Management Trust Company 3,248,739 3,729,912 481,173 Southeastern Asset Management, Inc. 6,259,999 8,501,673 2,241,674 Ivy Management, Inc. 1,772,925 2,112,994 340,069 Core Laboratories N.V. Common Stock 60,477 109,152 48,675 NationsBank of Texas, N.A. 8,308,865 8,308,865 -- (a)Purchase price includes transaction expenses. (b)Selling price is net of transaction expenses. NOTE: This schedule includes each series of transactions involving the same assets which amounts to more than 5 percent of Plan assets as of January 1, 1997.
13 17 SCHEDULE IV CORE LABORATORIES, INC. PROFIT SHARING AND RETIREMENT PLAN ITEM 27(e) - SCHEDULE OF NON-EXEMPT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
Description of Transaction Relationship of Plan, Including Maturity Date, Interest Identity of Employer or Other Rate of Interest, Amount Incurred Party Involved Party in Interest Collateral and Maturity Value Loaned On Loan -------------- ----------------- ----------------------------- ------ -------- Core Laboratories, Inc. Employer Lending of monies from the Plan to the Employer (contributions not timely remitted to the Plan) as follows: Deemed loan dated October 21, 1997, maturity of April 1, 1998, with interest at 6% per annum $ 119,372 $ 1,413
The interest incurred on loan represents accrued interest from October 21 through December 31, 1997. The accrued interest during the entire period of the deemed loan was paid in 1998. 14 18 EXHIBIT INDEX 23 -- Consent of Independent Public Accountants EX-23 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 29, 1998, included in this Form 11-K, into the previously filed registration statement of Core Laboratories, N.V., on Form S-8 (File No. 33-80473). ARTHUR ANDERSEN LLP Houston, Texas June 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----