-----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, J8saD/FC3XVrtI3r/75h4x4dgez/FnfZd+g5FoxT2tt5jdHBTYjyXHOldHzFWNde 38kMPqON4izKOvw0/YGiAg== /in/edgar/work/20000630/0000912057-00-030641/0000912057-00-030641.txt : 20000920 0000912057-00-030641.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030641 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT PLAINS SOFTWARE INC CENTRAL INDEX KEY: 0000758540 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 450374871 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-22703 FILM NUMBER: 666024 BUSINESS ADDRESS: STREET 1: 1701 S W 38TH ST CITY: FARGO STATE: ND ZIP: 58103 BUSINESS PHONE: 7012810550 MAIL ADDRESS: STREET 1: 1701 S W 38TH STREET CITY: FARGO STATE: ND ZIP: 58103 11-K 1 a11-k.txt 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 11-K Annual Report pursuant to Section 15(s) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999 Commission file number: 000-22703 A. Full title of the plan and address of the plan, if difference from that of the issuer named below: GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: GREAT PLAINS SOFTWARE, INC. 1701 S.W. 38th Street Fargo, ND 58103 GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN INDEX TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- PAGES(S) Report of Independent Accountants 1 Financial Statements: Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-7 Supplementary Schedules:* Line 27a - Schedule of Assets Held for Investment 8 Line 27d - Schedule of Reportable Transactions 9 * Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of the Great Plains Software, Inc. 401(k) Profit Sharing Plan: In our opinion, the accompanying statements of net assets available for benefits and related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Great Plains Software, Inc. 401(k) Profit Sharing Plan (the Plan) at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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 audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, 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 audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment and Reportable Transactions are presented for purposes of additional analysis and are not a required part of the basic financial statement, 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. PricewaterhouseCoopers LLP Minneapolis, Minnesota April 17, 2000 GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - --------------------------------------------------------------------------------
DECEMBER 31, 1999 1998 Investments $32,450,842 $22,611,993 Other assets: Contributions receivable from employer 29,783 - Contributions receivable from participants 162,398 - ----------- ----------- Net assets available for plan benefits $32,643,023 $22,611,993 =========== ===========
The accompanying notes are an integral part of these financial statements. 2 GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999 1998 Additions to net assets attributed to: Net investment income $ 6,860,829 $ 3,916,458 Contributions: Participants 3,335,866 2,268,092 Employer 648,467 473,539 Rollover contributions 648,469 431,059 ------------ ------------ 4,632,802 3,172,690 ------------ ------------ Total additions 11,493,631 7,089,148 ------------ ------------ Deductions from net assets attributed to: Benefits paid to participants 1,192,936 710,126 Administrative expenses 60,550 54,683 Other 209,075 (10,896) ------------ ------------ Total deductions 1,462,561 753,913 ------------ ------------ Net increase in net assets 10,031,070 6,335,235 Net assets available for benefits: Beginning of the year 22,611,993 16,276,758 ------------ ------------ End of the year $ 32,643,063 $ 22,611,993 ============ ============
The accompanying notes are an integral part of these financial statements. 3 GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN GENERAL The Great Plains Software, Inc. 401(k) Profit Sharing Plan (the Plan) is a defined contribution plan covering all full-time employees of the Company who have completed six months of service and are at least 18 years of age. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. CONTRIBUTIONS Each eligible employee who elects to become a participant of the Plan authorizes a deduction of 1% to 18% of their compensation for each pay period. The participant has the option of having the funds invested in any of the available funds, or a combination thereof. Great Plains Software, Inc. (the Company) contributes a matching cash contribution, currently 25% of the participant's contributions (up to 8% of the participant's annual income). The Company may also make a discretionary profit sharing contribution in shares of Company stock. There were no Company profit sharing contributions during the plan years ended December 31, 1999 and 1998. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and an allocation of (a) the Company's contribution, (b) Plan earnings, and (c) forfeitures of terminated participant's nonvested accounts and charged with an allocation of administrative expenses. VESTING Employee contributions to the Plan are fully vested at all times. The employee vests in employer matching and profit sharing contributions based on credited years of service (1,000 hours worked per year) under the following schedule:
VESTING YEARS OF SERVICE PERCENTAGE 1 year 20% 2 years 40% 3 years 60% 4 years 80% 5 years 100%
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% vested in their accounts. BENEFIT PAYMENTS The Plan allows for participants to make withdrawals from the Plan upon reaching age 59 1/2 or in the case of serious financial hardship, as approved by the administrator. Additionally, participant balances may be distributed in total upon termination of employment with the Company. Upon termination of employment, participants are entitled to receive their total vested balance. 4 PARTICIPANT NOTES RECEIVABLE Under the Plan agreement, participants may borrow against their balances as allowed by the Internal Revenue Service (IRS) regulations and Company policy. The administrator may authorize a loan to a participant in an amount not to exceed the lesser of $50,000 or 50% of the vested portion of the participant's account. Loan maturities are generally 5 years or less, but can be for longer terms for home loans, and carry interest at the prime rate plus 1% at the time of origination. ADMINISTRATIVE EXPENSES Administrative expenses, which include investment management, record keeping, trustee fees and expenses of the Company incurred in administering the Plan, are paid by the Plan. FORFEITED ACCOUNTS At December 31, 1999, forfeited nonvested accounts totaled $6,405. These amounts will be allocated to remaining participants based on the ratio of each participant's current year match to all remaining participants' match for the 1999 Plan year. This allocation was made in April 2000. At December 31, 1998, forfeited nonvested accounts totaled $4,121. This amount was allocated to remaining participants in April 1999. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The accounting records of the Plan are maintained on the accrual basis of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires Plan management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. VALUATION OF INVESTMENTS Investments are reflected in the financial statements at fair market value as determined by the Trustee. Participant notes receivable are valued at cost which approximates fair value. NET INVESTMENT INCOME Net investment income includes interest and dividend income, as well as realized and unrealized gains and losses. RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of stocks, bonds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of assets available for plan benefits and the statement of changes in assets available for plan benefits. 5 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS On September 15, 1999, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 99-3 (SOP 9-33), "Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters." SOP 99-3 is effective for financial statements of Plan years ending after December 15, 1999 with earlier application encouraged. The SOP 99-3 revised the requirements for disclosure of separate fund information for individual investment options and other investment related disclosures, but had no effect on net assets available for plan benefits. The Plan elected to implement SOP 99-3 effective January 1, 1999. 3. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
1999 1998 Net assets available for benefits per the financial statements $ 32,643,023 $ 22,611,993 Amounts allocated to withdrawing participants (47,360) - ------------ ------------ Net assets available for benefits per the Form 5500 $ 32,595,663 $ 22,611,993 ============ ============
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
YEAR ENDED DECEMBER 31, 1999 Benefits paid to participants per the financial statements $1,192,936 Add amounts allocated to withdrawing participants at December 31, 1999 47,360 Less amounts allocated to withdrawing participants at December 31, 1998 - ---------- Benefits paid to participants per the Form 5500 $1,240,296 ==========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year end but not been paid as of that date. The amounts allocated to withdrawing participants by fund option are as follows: 6
DECEMBER 31, 1999 1998 Diversified Equity $31,286 $ - Great Plains Software, Inc. Common Stock Fund 16,074 - ------- ----- $47,360 $ - ======= =====
7 4. INCOME TAX STATUS The IRS has determined and informed the Company by letter dated September 21, 1995, that the Plan and related trust are designed in accordance with Section 401(a) of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 5. RELATED PARTY TRANSACTIONS Certain Plan investments are in shares of mutual funds managed by Norwest (Wells Fargo). Norwest (Wells Fargo) is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for investment management services amounted to $60,550 and $54,683 for the years ended December 31, 1999 and 1998, respectively. One of the Plan's investment options, the Great Plains Software, Inc. Common Stock Fund, only invests in shares of Company common stock. This fund purchases shares of Company common stock in the open market. As of December 31, 1999 and 1998, investments included 185,286 and 57,089 shares of Company common stock with a fair market value of $4,204,433 and $2,754,544, respectively. 6. INVESTMENTS The following table presents the Plan's investments that represent 5 percent or more of the Plan's net assets:
FAIR VALUE AT DECEMBER 31, 1999 1998 Norwest (Wells Fargo) Growth Equity Fund $ 8,619,350 $ 7,111,397 Norwest (Wells Fargo) Diversified Equity Fund 5,628,854 3,845,460 Norwest (Wells Fargo) Growth Balance Fund 5,421,461 4,453,436 Janus Worldwide Fund 4,314,395 1,830,397 Great Plains Software, Inc. Common Stock Fund 4,204,433 2,754,544 Pimco Stockplus Fund 1,638,425 537,299 Other 2,623,924 2,079,460 ----------- ----------- $32,450,842 $22,611,993 =========== ===========
8 SUPPLEMENTAL SCHEDULES GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT DECEMBER 31, 1999 - --------------------------------------------------------------------------------
IDENTITY DESCRIPTION OF FAIR MARKET OF ISSUER INVESTMENT COST VALUE * Norwest (Wells Fargo) Diversified Equity -- 108,816 shares $ 5,052,378 $ 5,628,854 * Norwest (Wells Fargo) Growth Balance -- 175,619 shares 5,283,496 5,421,461 * Norwest (Wells Fargo) Growth Equity -- 226,328 shares 8,032,345 8,619,350 * Norwest (Wells Fargo) Moderate Balance -- 33,724 shares 797,163 780,839 * Norwest (Wells Fargo) Stable Income -- 90,221 shares 921,172 914,777 Janus Worldwide -- 56,865 shares 2,886,140 4,314,395 Heartland Value -- 13,788 shares 410,276 503,510 Pimco Stockplus -- 107,768 shares 1,685,872 1,638,425 * Great Plains Software, 185,286 shares of restricted Inc. common stock 2,521,528 4,204,433 * Participant Loans Notes receivable from participants, interest rate ranging from 6% to 10% and maturities ranging from 1 to 18 years 424,798 ------------ ------------ $ 27,590,370 $ 32,450,842 ============ ============
* As the Plan's trustee, Norwest Trust (Wells Fargo) is a party-in-interest with respect to the Plan and, as the Plan's sponsor, Great Plains Software, Inc. is a party-in-interest with respect to the Plan. 8 GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 - --------------------------------------------------------------------------------
CURRENT VALUE OF ASSET ON NET IDENTITY OF DESCRIPTION OF PURCHASE SELLING COST OF TRANSACTION GAIN PARTY INVOLVED ASSETS PRICE PRICE ASSETS DATE (LOSS) Category (iii) -- A series of transactions in a security issue aggregating 5% of the Plan assets' market value as of January 1, 1999. Wells Fargo Purchase 35,369 units $ 1,735,313 Diversified Equity Fund Sold 10,713 units $ 530,279 $ 494,401 $ 530,279 $ 35,878 Wells Fargo Growth Purchase 42,137 units 1,308,465 Balance Fund Sold 15,764 units 487,184 474,987 487,184 12,197 Janus Worldwide Purchase 22,495 units 1,229,111 Fund Sold 3,829 units 201,198 186,926 201,198 14,272 Pimco StockPlus Purchase 77,348 units 1,077,484 Fund Sold 9,917 units 141,606 139,821 141,606 1,785 Wells Fargo Growth Purchase 60,824 units 2,247,973 Equity Fund Sold 35,606 units 1,315,888 1,257,742 1,315,888 58,146
There were no Category (i), (ii) or (iv) reportable transactions during 1999. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereto duly authorized. GREAT PLAINS SOFTWARE, INC. 401(k) PROFIT SHARING PLAN By: /s/ Tami L. Reller ---------------------------------------- Name: Tami L. Reller Title: Vice President and Chief Financial Officer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----