1
EXHIBIT 99.00
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
----- FOR THE FISCAL YEAR ENDED JUNE 30, 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 COMMISSION FILE NUMBER
--------- ----------
Profit Sharing Plan of Comshare, Incorporated
---------------------------------------------
Full Title of the plan.
Comshare, Incorporated, 555 Briarwood Circle, Ann Arbor, MI 48108
-----------------------------------------------------------------
Name of issuer of securities held pursuant to the plan
and the address of its principal executive offices.
2
PROFIT-SHARING PLAN OF COMSHARE, INCORPORATED
FINANCIAL STATEMENTS AS OF JUNE 30, 1999 AND 1998
AND FOR THE THREE YEARS ENDED JUNE 30, 1999
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator
of the Profit Sharing Plan
of Comshare, Incorporated:
We have audited the accompanying statements of net assets available for benefits
of the PROFIT SHARING PLAN OF COMSHARE, INCORPORATED (the Plan) as of June
30,1999 and 1998, and the related statements of changes in net assets available
for benefits for the years ended June 30, 1999, 1998 and 1997. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. 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
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 benefits of the Plan as of
June 30, 1999 and 1998, and the changes in its net assets available for benefits
for the years ended June 30, 1999, 1998 and 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 and reportable transactions 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
Detroit, Michigan,
September 14,1999.
4
PROFIT SHARING PLAN OF COMSHARE, INCORPORATED
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Pages
-----
Report of Independent Public Accountants
Statements of Net Assets Available for Benefits as of 2-3
June 30, 1999 and 1998
Statements of Changes in Net Assets Available for Benefits 4-6
for the Years Ended June 30, 1999, 1998 and 1997
Notes to Financial Statements 7-10
SCHEDULES
- ---------
I. Item 27a-Schedule of Assets Held 11
for Investment Purposes as of June 30, 1999
II. Item 27d-Schedule of Reportable Transactions 12
for the Year Ended June 30, 1999
Consent of Independent Public Accountants 13
5
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 1999
Vanguard Vanguard Vanguard Vanguard Vanguard
Money Market- Bond Index Index 500 Wellington U.S. Growth
Prime Portfolio Fund Portfolio Fund Portfolio
--------------- ---- --------- ---- ---------
RECEIVABLES:
Employer's contribution $ 3,250 $ 1,444 $ 11,668 $ 3,240 $ 6,211
Participants' contributions 11,458 6,032 42,436 12,338 28,203
Accrued loan repayments 2,255 502 4,783 1,045 1,724
----------- ----------- ----------- ----------- -----------
16,963 7,978 58,887 16,623 36,138
INVESTMENTS, at market:
Registered Investment Companies 2,307,680 1,306,079 13,946,147 3,098,870 3,964,045
Company Stock Fund -- -- -- -- --
Loans to participants -- -- -- -- --
----------- ----------- ----------- ----------- -----------
2,307,680 1,306,079 13,946,147 3,098,870 3,964,045
NET ASSETS AVAILABLE
FOR BENEFITS 2,324,643 $ 1,314,057 $14,005,034 $ 3,115,493 $ 4,000,183
=========== =========== =========== =========== ===========
Vanguard
International
Value Comshare Loan
Portfolio Stock Fund Fund Other
--------- ---------- ---- -----
RECEIVABLES:
Employer's contribution $ 1,031 $ 898 -- $ 259,891
Participants' contributions 5,533 4,258 -- --
Accrued loan repayments 290 763 -- --
----------- ------------- ----------- -----------
6,854 5,919 -- 259,891
INVESTMENTS, at market:
Registered Investment Companies 636,110 -- -- --
Company Stock Fund -- 1,115,166 -- --
Loans to participants -- -- 429,902 --
----------- ----------- ----------- -----------
636,110 1,115,166 429,902 --
NET ASSETS AVAILABLE
FOR BENEFITS $ 642,964 $ 1,121,085 $ 429,902 $ 259,891
=========== =========== =========== ===========
1999
Total
-----
RECEIVABLES:
Employer's contribution $ 287,633
Participants' contributions 110,258
Accrued loan repayments 11,362
-----------
409,253
INVESTMENTS, at market:
Registered Investment Companies 25,258,931
Company Stock Fund 1,115,166
Loans to participants 429,902
-----------
26,803,999
NET ASSETS AVAILABLE
FOR BENEFITS $27,213,252
===========
The accompanying notes are an integral part of this statement.
2
6
PROFIT SHARING PLAN
OF COMSHARE INCORPORATED
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 1998
Vanguard Vanguard Vanguard Vanguard
Money Market- Bond Index Index 500 Wellington
Prime Portfolio Fund Portfolio Fund
--------------- ---- --------- ----
RECEIVABLES:
Employer's contribution $ 35,303 $ 22,020 $ 135,376 $ 47,014
Participants' contributions 12,950 7,476 54,180 17,467
Accrued loan repayments 2,337 1,245 5,589 2,159
----------- ----------- ----------- -----------
50,590 30,741 195,145 66,640
INVESTMENTS, at market:
Registered Investment Companies 2,175,116 2,037,147 14,142,676 3,063,642
Company Stock Fund -- -- -- --
Loans to participants -- -- -- --
----------- ----------- ----------- -----------
2,175,116 2,037,147 14,142,676 3,063,642
NET ASSETS AVAILABLE
FOR BENEFITS 2,225,706 $ 2,067,888 $14,337,821 $ 3,130,282
=========== =========== =========== ===========
Vanguard
Vanguard International
U.S. Growth Value Comshare
Portfolio Portfolio Stock Fund
--------- --------- ----------
RECEIVABLES:
Employer's contribution $ 81,956 $ 20,911 $ 17,077
Participants' contributions 30,458 6,565 3,122
Accrued loan repayments 1,567 117 994
----------- ----------- -----------
113,981 27,593 21,193
INVESTMENTS, at market:
Registered Investment Companies 4,139,597 1,162,573 --
Company Stock Fund -- -- 1,967,236
Loans to participants -- -- --
----------- ----------- -----------
4,139,597 1,162,573 1,967,236
NET ASSETS AVAILABLE
FOR BENEFITS $ 4,253,578 $ 1,190,166 $ 1,988,429
=========== =========== ===========
Loan 1998
Fund Total
---- -----
RECEIVABLES:
Employer's contribution $ -- $ 359,657
Participants' contributions -- 132,218
Accrued loan repayments -- 14,008
----------- -----------
-- 505,883
INVESTMENTS, at market:
Registered Investment Companies -- 26,720,751
Company Stock Fund -- 1,967,236
Loans to participants 613,565 613,565
----------- -----------
613,565 29,301,552
NET ASSETS AVAILABLE
FOR BENEFITS $ 613,565 $29,807,435
=========== ===========
The accompanying notes are an integral part of this statement.
3
7
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1999
Vanguard Vanguard Vanguard
Money Market- Bond Index Index 500
Prime Portfolio Fund Portfolio
--------------- ---- ---------
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ -- $ (48,385) $ 2,305,471
Interest and dividend income 105,390 85,983 239,282
Realized gain(loss) on investments -- 2,448 88,850
------------ ------------ ------------
105,390 40,046 2,633,603
CONTRIBUTIONS:
Employer
Participants 59,605 22,537 144,055
139,298 79,965 597,867
------------ ------------ ------------
198,903 102,502 741,922
TRANSFER OF ASSETS TO
OTHER PLANS -- -- --
LOAN ORIGINATIONS (5,424) (5,340) (54,822)
LOAN REPAYMENTS 49,084 13,996 117,256
INTERFUND TRANSFERS, NET 14,574 (10,577) (480,102)
DISTRIBUTIONS TO PARTICIPANTS (263,590) (894,458) (3,290,644)
------------ ------------ ------------
Increase(decrease) in Net Assets
Available for Benefits 98,937 (753,831) (332,787)
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 2,225,706 2,067,888 14,337,821
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 2,324,643 $ 1,314,057 $ 14,005,034
============ ============ ============
Vanguard
Vanguard Vanguard International
Wellington U.S. Growth Value
Fund Portfolio Portfolio
---- --------- ---------
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ (27,081) $ 428,614 $ 47,355
Interest and dividend income 335,967 221,945 31,267
Realized gain(loss) on investments (22,568) 38,064 (587)
------------ ------------ ------------
286,318 688,623 78,035
CONTRIBUTIONS:
Employer 46,119 68,416 8,996
Participants 220,349 451,218 93,668
------------ ------------ ------------
266,468 519,634 102,664
TRANSFER OF ASSETS TO
OTHER PLANS -- -- --
LOAN ORIGINATIONS (23,377) (52,718) (7,742)
LOAN REPAYMENTS 40,261 63,095 4,306
INTERFUND TRANSFERS, NET 207,433 (253,858) (51,475)
DISTRIBUTIONS TO PARTICIPANTS (791,892) (1,218,171) (672,990)
------------ ------------ ------------
Increase(decrease) in Net Assets
Available for Benefits (14,789) (253,395) (547,202)
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 3,130,282 4,253,578 1,190,166
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 3,115,493 $ 4,000,183 $ 642,964
============ ============ ============
Comshare Loan
Stock Fund Fund Other
---------- ---- -----
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ (1,025,726) $ -- $ --
Interest and dividend income -- 42,577 --
Realized gain(loss) on investments (73,810) -- --
------------ ------------ ------------
(1,099,536) 42,577 --
CONTRIBUTIONS:
Employer 6,830 -- 259,891
Participants 68,272 -- --
------------ ------------ ------------
75,102 -- 259,891
TRANSFER OF ASSETS TO
OTHER PLANS -- (49,750) --
LOAN ORIGINATIONS (5,582) 155,005 --
LOAN REPAYMENTS 10,798 (298,796) --
INTERFUND TRANSFERS, NET 574,005 -- --
DISTRIBUTIONS TO PARTICIPANTS (422,131) (32,699) --
------------ ------------ ------------
Increase(decrease) in Net Assets
Available for Benefits (867,344) (183,663) 259,891
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 1,988,429 613,565 --
------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 1,121,085 $ 429,902 $ 259,891
============ ============ ============
1999
Total
-----
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ 1,680,248
Interest and dividend income 1,062,411
Realized gain(loss) on investments 32,397
------------
2,775,056
CONTRIBUTIONS:
Employer 616,449
Participants 1,650,637
------------
2,267,086
TRANSFER OF ASSETS TO
OTHER PLANS (49,750)
LOAN ORIGINATIONS --
LOAN REPAYMENTS --
INTERFUND TRANSFERS, NET --
DISTRIBUTIONS TO PARTICIPANTS (7,586,575)
------------
Increase(decrease) in Net Assets
Available for Benefits (2,594,183)
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 29,807,435
------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 27,213,252
============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
4
8
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1998
Vanguard Vanguard Vanguard Vanguard
Money Market- Bond Index Index 500 Wellington
Prime Portfolio Fund Portfolio Fund
--------------- ---- --------- ----
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ -- $ 47,812 $ 2,862,094 $ 212,265
Interest and dividend income 124,206 100,370 288,750 225,350
Realized gain(loss) on investments -- 7,799 435,455 37,457
------------ ------------- ------------ ------------
124,206 155,981 3,586,299 475,072
CONTRIBUTIONS:
Employer 77,475 52,477 308,122 104,902
Participants 154,792 99,246 683,480 227,131
------------ ------------ ------------ ------------
232,267 151,723 991,602 332,033
LOAN ORIGINATIONS (25,941) (32,490) (60,753) (31,662)
LOAN REPAYMENTS 42,235 18,861 91,026 42,569
INTERFUND TRANSFERS, NET (549,030) 564,764 (1,836,406) 328,025
DISTRIBUTIONS TO PARTICIPANTS (397,310) (220,550) (1,917,769) (549,742)
------------ ------------ ------------ ------------
Increase(decrease) in Net Assets
Available for Benefits (573,573) 638,289 853,999 596,295
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 2,799,279 1,429,599 13,483,822 2,533,987
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 2,225,706 $ 2,067,888 $ 14,337,821 $ 3,130,282
============ ============ ============ ============
Vanguard
Vanguard International
U.S. Growth Value Comshare Loan
Portfolio Portfolio Stock Fund Fund
--------- --------- ---------- ----
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ 803,392 $ (53,849) $ (353,282) $ --
Interest and dividend income 114,946 86,000 -- 58,693
Realized gain(loss) on investments 92,904 (29,857) (85,949) --
------------ ------------ ------------ ------------
1,011,242 2,294 (439,231) 58,693
CONTRIBUTIONS:
Employer 175,660 42,866 29,363 --
Participants 451,792 104,965 65,310 --
------------ ------------ ------------ ------------
627,452 147,831 94,673 --
LOAN ORIGINATIONS (12,979) (2,587) (11,280) 177,692
LOAN REPAYMENTS 35,538 5,401 13,762 (249,392)
INTERFUND TRANSFERS, NET 360,978 382,613 749,056 --
DISTRIBUTIONS TO PARTICIPANTS (1,179,827) (231,582) (170,567) (91,995)
------------ ------------ ------------ ------------
Increase(decrease) in Net Assets
Available for Benefits 842,404 303,970 236,413 (105,002)
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 3,411,174 886,196 1,752,016 718,567
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 4,253,578 $ 1,190,166 $ 1,988,429 $ 613,565
============ ============ ============ ============
1998
Total
-----
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ 3,518,432
Interest and dividend income 998,315
Realized gain(loss) on investments 457,809
------------
4,974,556
CONTRIBUTIONS:
Employer 790,865
Participants 1,786,716
------------
2,577,581
LOAN ORIGINATIONS --
LOAN REPAYMENTS --
INTERFUND TRANSFERS, NET --
DISTRIBUTIONS TO PARTICIPANTS (4,759,342)
------------
Increase(decrease) in Net Assets
Available for Benefits 2,792,795
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 27,014,640
------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 29,807,435
============
The accompanying notes are an integral part of this statement.
5
9
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED JUNE 30, 1997
Vanguard Vanguard Vanguard Vanguard
Money Market- Bond Index Index 500 Wellington
Prime Portfolio Fund Portfolio Fund
--------------- ---- --------- ----
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ -- $ 13,776 $ 2,988,259 $ 292,461
Interest and dividend income 158,926 99,058 257,917 180,140
Realized gain(loss) on investments -- 3,367 147,785 22,078
------------ ------------ ------------ ------------
158,926 116,201 3,393,961 494,679
CONTRIBUTIONS:
Employer 109,690 59,534 321,794 111,672
Participants 193,117 114,355 715,440 279,178
------------ ------------ ------------ ------------
302,807 173,889 1,037,234 390,850
LOAN ORIGINATIONS (79,667) (23,769) (135,939) (48,973)
LOAN REPAYMENTS 77,471 19,113 95,655 36,872
INTERFUND TRANSFERS, NET 843,753 (422,305) (363,905) (449,832)
DISTRIBUTIONS TO PARTICIPANTS (1,640,541) (185,293) (1,246,043) (323,371)
------------ ------------ ------------ ------------
Increase(decrease) in Net Assets
Available for Benefits (337,251) (322,164) 2,780,963 100,225
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 3,136,530 1,751,763 10,702,859 2,433,762
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 2,799,279 $ 1,429,599 $ 13,483,822 $ 2,533,987
============ ============ ============ ============
Vanguard
Vanguard International
U.S. Growth Value Comshare Loan
Portfolio Portfolio Stock Fund Fund
--------- --------- ---------- ----
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ 486,517 $ (10,758) $ (1,581,935) $ --
Interest and dividend income 260,689 188,680 -- 67,303
Realized gain(loss) on investments 57,140 (59,278) (749,905) --
------------ ------------ ------------ ------------
804,346 118,644 (2,331,840) 67,303
CONTRIBUTIONS:
Employer 152,579 41,359 22,063 --
Participants 442,913 136,118 89,656 --
------------ ------------ ------------ ------------
595,492 177,477 111,719 --
LOAN ORIGINATIONS (53,371) (7,120) (58,658) 407,497
LOAN REPAYMENTS 42,061 18,271 34,110 (323,553)
INTERFUND TRANSFERS, NET 308,703 (199,170) 282,756 --
DISTRIBUTIONS TO PARTICIPANTS (1,408,716) (342,947) (267,340) (68,342)
------------ ------------ ------------ ------------
Increase(decrease) in Net Assets
Available for Benefits 288,515 (234,845) (2,229,253) 82,905
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 3,122,659 1,121,041 3,981,269 635,662
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 3,411,174 $ 886,196 $ 1,752,016 $ 718,567
============ ============ ============ ============
1997
Total
-----
INVESTMENT INCOME:
Unrealized appreciation (depreciation)
of investments $ 2,188,320
Interest and dividend income 1,212,713
Realized gain(loss) on investments (578,813)
------------
2,822,220
CONTRIBUTIONS:
Employer 818,691
Participants 1,970,777
------------
2,789,468
LOAN ORIGINATIONS --
LOAN REPAYMENTS --
INTERFUND TRANSFERS, NET --
DISTRIBUTIONS TO PARTICIPANTS (5,482,593)
------------
Increase(decrease) in Net Assets
Available for Benefits 129,095
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 26,885,545
------------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 27,014,640
============
The accompanying notes are an integral part of this statement.
6
10
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN
The information discussed below is a summary only and reference should be
made to the Profit Sharing Plan of Comshare, Incorporated (the Plan) or
inquiries made of the Plan Administrator for more complete information.
(a) General
The Plan is a defined contribution plan covering eligible employees of
Comshare, Incorporated (the Company). The Plan provides retirement
benefits and is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The Company administers the Plan
and pays all plan administration costs, including fees paid to the
Trustee. The operating expenses of the Investment Advisor are netted
from the returns of the funds.
(b) Trustee and Investment Advisor
As of June 30, 1999 the Plan held all investments with Vanguard
Fiduciary Trust Company (the Trustee and Investment Advisor).
In accordance with the related trust agreement, the Trustee holds and
administers the Plan's assets and executes transactions therewith for
the purpose of providing benefits as described in the Plan agreement.
The Investment Advisor executes all investment transactions.
(c) Management Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts or income and expenses
during the reporting period. Actual results could differ from those
estimates.
(d) Contributions
The Plan provides for annual employer fixed contributions equal to 2% of
eligible participants' compensation. In addition, the Company may make
discretionary contributions, the amount of which is determined by the
Board of Directors. There were no discretionary contributions in 1999,
1998 or 1997. To qualify for such employer contributions for any given
Plan year, a participant must be credited with 1,000 or more hours of
service during the Plan year and be employed by the Company on the last
day of the Plan year.
7
11
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
The annual employer fixed contribution for 1999 is scheduled to be paid
to the Plan by the Company on September 27, 1999 in the amount of
$259,891 and is shown as an unallocated receivable on the Statement of
Net Assets Available for Benefits for the Year Ended June 30, 1999. Upon
receipt of the employer fixed contribution, the Plan will allocate the
contribution to eligible participants based on the participants then
current investment elections.
Participants may make before-tax contributions to the Plan, subject to
Internal Revenue Service limitations. Participants are eligible for
employer matching contributions equal to 50% of the participant's
before-tax contributions up to 6% of their compensation.
(e) Investment Options
As of June 30, 1999 the investment options available to participants are
as follows: (1) Vanguard Money Market - Prime Portfolio, a money market
fund, consisting of investments with maturities of one year or less; (2)
Vanguard Bond Index Fund, an intermediate bond fund, consisting
primarily of investments in U.S. Government and corporate bonds; (3)
Vanguard Index 500 Portfolio, a diversified equity fund, consisting of
investments in the stocks included in the Standard & Poors' 500 Index;
(4) Vanguard Wellington Fund, a balanced fund, consisting of investments
in both stocks and bonds; (5) Vanguard United States Growth Portfolio, a
growth stock fund, consisting of investments in common stocks of
companies with above-average growth potential; (6) Vanguard
International Value Portfolio, an international equity fund, consisting
of investments in stocks of companies based outside the United States;
and (7) Comshare Stock Fund, a fund investing in the common stock of the
Company. There are no guaranteed rates of returns for any of these
funds.
Participants may change their investment election daily for new
contributions or loans repaid to the Plan. Contributions to the Plan are
invested directly by the Trustee into the investment options based on
participant elections.
(f) Vesting and Eligibility
All full-time employees and certain part-time employees are eligible to
make employee before-tax contributions to the Plan at the beginning of
the calendar quarter following the date of hire. Eligible participants
begin sharing in employer contributions after completing one year of
service. As of June 30, 1999 there were 307 active participants.
Participants vest in employer discretionary contributions according to a
five year schedule. Participants completing at least 1,000 hours of
service in a given plan year are credited with an increase in vesting
for such plan year. Full vesting also occurs upon retirement at age 65,
or after death or total disability. Employer matching contributions vest
according to a five year schedule (prior to l/l/98 a seven year schedule
was in effect) for participants with targeted compensation greater than
the social security wage base. All other participants are fully vested
in employer matching contributions.
8
12
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
Employee contributions and employer fixed contributions are always fully
vested.
(g) Loans and Hardship Withdrawals
The Plan provides for hardship withdrawals in certain circumstances and
for loans to participants. Loans are limited to 50% of a participant's
vested balance, and bear interest comparable to competitive bank rates
for loans of similar purpose. Loans are repaid through payroll
withholding, and typically mature within five years with a maximum
maturity of twenty years. A 10% excise tax is imposed upon hardship
withdrawals.
(h) Benefit Distributions
Distribution of the vested amounts in a participant's account can be
made upon termination of employment or upon retirement. Benefits are
paid, at the option of the participant, in a lump sum payment or in
periodic payments of substantially equal amounts for a specified number
of years, not to exceed ten.
(i) Benefits Payable
As of June 30, 1999 and 1998, the net assets available for benefits
included $1,233,413 and $6,046,158, respectively, for benefits payable
that were due but undistributed to participants as a result of
termination of employment or retirement. These amounts are shown as
liabilities on Form 5500 and are the only reconciling items between the
financial statements and Form 5500.
(j) Allocation to Participants' Accounts
The Trustee maintains the detailed accounts of the net assets available
for benefits in the Plan. The Trustee values the fund for each
investment option at market value on a daily basis. The net change in
each fund's market value for the period is allocated to the accounts of
participants within that fund in the same proportion that the balance of
each participant's account bears to the total of the fund on the last
day of the period. Interest income on loans to participants is credited
directly to the individual participant's account. Company discretionary
contributions and forfeitures are allocated to eligible participants'
accounts in the same proportion that the participant's eligible
compensation bears to the total eligible compensation of all
participants for the year.
(k) Plan Termination
Although it has not expressed the intent to do so, the Company has the
right to terminate the Plan subject to the provisions of ERISA. In the event the
Plan is terminated, the participants will become fully vested and will receive
the balances in their individual accounts.
9
13
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
(l) Federal Income Tax Status
The Plan obtained its latest determination letter dated September 16,
1996, in which the Internal Revenue Service stated that the Plan, as
amended and restated effective July 1, 1994, was in compliance with the
applicable requirements of the Internal Revenue Code (the Code).
The Plan has subsequently been amended and restated effective October 1,
1995. The Plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and being operated in compliance with the
applicable requirements of the Code and that the Plan was qualified and
the related trust was tax-exempt as of the financial statement date.
(m) Forfeitures
Non-vested account balances of terminated employees are forfeited at the
end of the quarter following the date of termination. Forfeitures were
$61,758, $61,836 and $33,657 for the years ended June 30, 1999, 1998 and
1997, respectively. Forfeitures are allocated on a pro-rata basis to
remaining participants.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
(b) Investments
Investment transactions are recorded by the Trustee on a trade date
basis. Investments are stated in the Statements of Net Assets Available
for Benefits at market value. Realized gains and losses on sale of
investments and unrealized appreciation (depreciation) of investments
arc computed based on the difference between the market value of the
investments at the beginning of the year, or at the time of purchase if
acquired during the year, and the market value of investments when sold
or at Plan year end.
(3) REPORTABLE TRANSACTIONS
Transactions, or a series of transactions, in excess of 5% of Net Assets
Available for Benefits at the beginning of the Plan year are reportable
transactions under the provisions of ERISA. A list of such transactions is
included in Schedule II.
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14
SCHEDULE I
PROFIT SHARING PLAN
OF COMSHARE INCORPORATED
EIN: 38-1804887 PN: 001
ITEM 27a - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES AS OF JUNE 30,1999
(c) Description of Investment
(a) (b) Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
or Similar Party Par or Maturity Value Cost Value
---------------- --------------------- ---- -----
MUTUAL FUNDS:
- - Vanguard Group 2,307,680 units of Money $ 2,307,680 $ 2,307,680
Market - Prime Portfolio
- - Vanguard Group 133,137 units of Bond 1,317,946 1,306,079
Index Fund
- - Vanguard Group 109,959 units of Index 6,497,939 13,946,147
500 Portfolio
- - Vanguard Group 99,867 units of Wellington 2,683,186 3,098,870
Fund
- - Vanguard Group 98,928 units of U.S. Growth 2,621,808 3,964,045
Portfolio
- - Vanguard Group 22,718 units of International 630,255 636,110
Value Portfolio
- - Vanguard Group 733,661 units of Comshare Stock 2,172,731 1,115,166
Fund ----------- ----------
Total Mutual Funds 18,231,545 26,374,097
----------- ----------
LOANS:
Loans to plan participants Interest rates range 429,902 429,902
from 7.55% to 12.25%; ----------- ----------
maturing through December, 2016
TOTAL INVESTMENTS $ 18,661,447 $26,803,999
=========== ==========
* Represents a party-in-interest
11
15
SCHEDULE II
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
EIN: 38-1804887 PN: 001
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED JUNE 30, 1999
(a) (b) (c) (d)
Identity of Party Description of Purchase Selling
Involved Asset Price Price
-------- ----- ----- -----
Vanguard Group Vanguard Money Market-Prime Portfolio $1,152,121 N/A
Vanguard Group Vanguard Index 500 Portfolio 1,814,326 N/A
Vanguard Group Vanguard U.S. Growth Portfolio 1,269,269 N/A
Vanguard Group Vanguard Wellington Fund 1,187,237 N/A
Vanguard Group Vanguard Money Market-Prime Portfolio N/A $1,019,556
Vanguard Group Vanguard Index 500 Portfolio N/A 4,405,176
Vanguard Group Vanguard U.S. Growth Portfolio N/A 1,911,500
Vanguard Group Vanguard Wellington Fund N/A 1,102,359
(h)
(a) (g) Current Value
Identity of Party Cost of of Asset on (i)
Involved Asset Transaction Date Net Gain(Loss)
-------- ----- ---------------- --------------
Vanguard Group N/A $1,152,121 N/A
Vanguard Group N/A 1,814,326 N/A
Vanguard Group N/A 1,269,269 N/A
Vanguard Group N/A 1,187,237 N/A
Vanguard Group $1,019,556 1,019,556 --
Vanguard Group 2,573,465 4,405,176 $1,831,711
Vanguard Group 1,427,382 1,911,500 484,118
Vanguard Group 951,237 1,102,359 151,122
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16
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference of our report on the June 30, 1999 financial statements of the Profit
Sharing Plan of Comshare, Incorporated dated September 14, 1999; included in
this Form 11-K into the Company's previously filed Form S-8 and S-3 registration
statements (File No. 33-6730, File No. 33-9755-3, File No. 33-28437, File No.
33-27002, File No. 33-37564, File No. 33-85720, File No. 33-87706, File No.
33-87708, File No. 33-86908 and File No. 33-65109).
ARTHUR ANDERSEN LLP
Detroit, Michigan,
September 23, 1999.
13