11-K 1 a11-k.txt 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ___________ Commission file number 333-43947 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Symix Systems, Inc. 401(k) Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Symix Systems, Inc. 2800 Corporate Exchange Drive Suite 400 Columbus, Ohio 43231 Exhibit Index on Page 4. Page 1 of 16 Pages. REQUIRED INFORMATION The following financial statements and supplemental schedules for the Symix Systems, Inc. 401(k) Plan are being filed herewith:
Description Page No. ----------- -------- Table of Contents to Financial Statements Page 6. AUDITED FINANCIAL STATEMENTS: Report of Independent Auditors Page 7. Statements of Net Assets Available for Page 8. Benefits at December 31, 1999 and 1998 Statements of Changes in Net Assets Available Page 9. for Benefits for the Year Ended December 31, 1999 Notes to Financial Statements Pages 10 through 13. SUPPLEMENTAL SCHEDULES: Line 27a - Schedule of Assets Held for Investment Page 15. Purposes as of December 31, 1999
The following exhibit is being filed herewith:
Exhibit No. Description Page No. ----------- ----------- --------- 23 Consent of Independent Auditors Page 16.
Page 2 of 16 Pages. SIGNATURES ---------- THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SYMIX SYSTEMS, INC. 401(K) PLAN Date: June 27, 2000 By: ----------------------------------- Lawrence W. DeLeon, Plan Trustee Page 3 of 16 Pages. SYMIX SYSTEMS, INC. 401(K) PLAN ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 1999 INDEX TO EXHIBITS
Exhibit No. Description Page No. ----------- ----------- -------- 23 Consent of Independent Auditors Page 16.
Page 4 of 16 Pages. AUDITED FINANCIAL STATEMENTS AND SCHEDULE SYMIX 401(k) PROFIT SHARING PLAN DECEMBER 31, 1999 AND 1998 AND YEAR ENDED DECEMBER 31, 1999 WITH REPORT OF INDEPENDENT AUDITORS Page 5 of 16 Pages. SYMIX 401(k) PROFIT SHARING PLAN AUDITED FINANCIAL STATEMENTS AND SCHEDULE December 31, 1999 and 1998 and year ended December 31, 1999 TABLE OF CONTENTS Report of Independent Auditors ................................................1 Financial Statements Statements of Net Assets Available for Benefits................................2 Statement of Changes in Net Assets Available for Benefits......................3 Notes to Financial Statements .................................................4 Schedule Schedule of Assets Held for Investment Purposes................................9
Page 6 of 16 Pages. REPORT OF INDEPENDENT AUDITORS Board of Trustees Symix 401(k) Profit Sharing Plan We have audited the accompanying statements of net assets available for benefits of the Symix 401(k) Profit Sharing Plan as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the year ended December 31, 1999. 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 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 benefits of the Plan at December 31, 1999 and 1998, and the changes in its net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 1999, is presented for purposes of additional analysis and is not a required part of the 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 our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. Columbus, Ohio May 18, 2000 Page 7 of 16 Pages. SYMIX 401(k) PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31 1999 1998 ------------------------------ ASSETS Cash $ 1,138 $ - Investments, at fair value: Symix Systems, Inc. common stock 2,657,620 2,359,372 Common/Collective Trust funds 1,528,879 628,327 Mutual funds 14,692,379 8,408,243 Participant loans 286,549 179,549 Pending settlement funds 26,418 - ------------------------------ Total investments 19,191,845 11,575,491 ------------------------------ Receivables: Contribution from Symix Systems, Inc. 24,879 18,609 Contributions from employees 79,858 55,826 ------------------------------ Total receivables 104,737 74,435 ------------------------------ Net assets available for benefits $ 19,297,720 $ 11,649,926 ==============================
SEE ACCOMPANYING NOTES. 2 Page 8 of 16 Pages. SYMIX 401(k) PROFIT SHARING PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 1999 ADDITIONS Employee contributions $ 2,524,044 Employer contributions 744,846 Rollover contributions 187,030 Investment income, net 709,661 Transfer from DAI plan 3,162,201 -------------------- 7,327,782 DEDUCTIONS Benefit payments 1,264,659 Other 46,774 -------------------- 1,311,433 Net unrealized/realized appreciation in fair value of investments 1,631,445 -------------------- Net increases 7,647,794 Net assets available for benefits at beginning of year 11,649,926 -------------------- Net assets available for benefits at end of year $ 19,297,720 ====================
SEE ACCOMPANYING NOTES. 3 Page 9 of 16 Pages. SYMIX 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS December 31, 1999 1. DESCRIPTION OF THE PLAN The following description of the Symix Systems, Inc. 401(k) Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description for a complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering substantially all employees immediately upon hire, who have attained age 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). On June 10, 1999 Symix Systems, Inc. (the Company) acquired Distribution Architects International, Inc. ("DAI"). Pursuant to the acquisition agreement, DAI was merged with and into a wholly-owned subsidiary of the Company. During September, 1999, the net assets of the DAI 401(k) plan were transferred into the Plan. Such assets totaled $3,162,201 at the time of the transfer. CONTRIBUTIONS Each year, participants may contribute the lesser of 18% of their annual compensation, as defined in the Plan, or the maximum permitted by the Internal Revenue Code. The Company contributes an amount equal to 50% of a participant's elective deferred contribution, on the first 5% of a participant's compensation. Upon enrollment, a participant may direct employee contributions in any of the Plan's investment options, including the Company's stock. The employer match contribution is allocated according to participant elected investment options. PARTICIPANTS ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings. Earnings of the Plan are allocated to individual participant's accounts based on the ratio of the participant's account balance in the appropriate fund as of the preceding valuation date to the total fund balance as of the preceding valuation date. 4 Page 10 of 16 Pages. SYMIX 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 1. DESCRIPTION OF THE PLAN (CONTINUED) PARTICIPANTS ACCOUNTS (CONTINUED) Upon termination of employment, a participant's nonvested portion of Company contributions and related earnings are forfeited. These amounts are used to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. VESTING Amounts contributed by participants and earnings thereon become immediately vested. Vesting of the employer's contribution and related earnings becomes 100% vested after five years of continuous service (20% per year of service with the Company). PARTICIPANT LOANS Under the Plan, employees may borrow from their fund accounts up to the lessor of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at prime plus one percent. Principal and interest is paid ratably through monthly payroll deductions. PAYMENT OF BENEFITS On termination of service, a participant may receive a lump-sum amount equal to the vested value of his or her account, or upon death, disability or retirement, elect to receive annual installments. 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 the Employee Retirement Income Security Act of 1974 (ERISA). In the event of plan termination, participants will become 100% vested in their accounts. 5 Page 11 of 16 Pages. SYMIX 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan are prepared on the accrual basis of accounting. INVESTMENTS Plan investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principals requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. ADMINISTRATIVE CHARGES All costs and expenses of administering the Plan are borne by the Company. 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated October 30, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan was amended and restated on July 1, 1998. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 6 Page 12 of 16 Pages. SYMIX 401(k) PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 4. INVESTMENTS Plan investments, at fair value, held by Merrill Lynch as of December 31, 1999 and 1998, are as follows:
FAIR NET APPRECIATION VALUE AT (DEPRECIATION) DECEMBER 31, DURING THE YEAR ENDED 1999 1998 DECEMBER 31, 1999 ------------------------------------------------------- Common/Collective Trust Funds Merrill Lynch Retirement Preservation Trust 1,528,878 units $ 1,528,879 $ 628,327 $ - Mutual Funds Merrill Lynch Fundamental Growth Fund 197,598 units 5,111,866 2,643,228 925,896 GAM International Fund 46,985 units 1,511,051 675,240 221,209 Merrill Lynch Capital Fund 41,977 units 1,343,697 1,288,872 (91,922) Merrill Lynch Corporate Bond Fund Investment 45,399 units 484,405 181,638 (23,190) Merrill Lynch Growth Fund 59,024 units 1,610,166 825,191 336,588 Merrill Lynch S&P 500 Index Fund 40,434 units 728,620 66,721 61,877 Massachusetts Investors Trust 142,486 units 2,985,079 2,663,116 101,365 Davis New York Venture Fund, Inc. 31,902 units 917,495 64,237 44,840 ------------------------------------------------------- 14,692,379 8,408,243 1,576,663 Pending Settlement Funds Pending Settlement Fund 26,419 units 26,418 - - Symix Systems, Inc. common stock 145,623 shares 2,657,620 2,359,372 54,783 Participant loans Interest rates ranging from 7% to 11% 286,549 179,549 ------------------------------------------------------- $ 19,191,845 $ 11,575,491 $ 1,631,445 =======================================================
The market price per share of Symix common stock declined from $18.25 at December 31, 1999 to $11.25 at May 18, 2000. 7 Page 13 of 16 Pages. SUPPLEMENTAL SCHEDULE Page 14 of 16 Pages. Symix 401(k) Profit Sharing Plan Employer ID #31-1083175 Plan #001 Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1999
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT OR SIMILAR PARTY INVESTMENT COST VALUE -------------------------------------------------------------------------------------------------------------------------------- MERRILL LYNCH Common/Collective Trust Funds Merrill Lynch Retirement Preservation Trust 1,528,878 units $ 1,528,879 $ 1,528,879 Mutual Funds Merrill Lynch Fundamental Growth Fund 197,598 units 4,110,286 5,111,866 GAM International Fund 46,985 units 1,332,364 1,511,051 Merrill Lynch Capital Fund 41,977 units 1,499,250 1,343,697 Merrill Lynch Corporate Bond Fund 45,399 units 505,767 484,405 Investment Merrill Lynch Growth Fund 59,024 units 1,397,205 1,610,166 Merrill Lynch S&P 500 Index Fund 40,434 units 668,288 728,620 Massachusetts Investors Trust 142,486 units 2,872,635 2,985,079 Davis New York Venture Fund, Inc. 31,902 units 874,604 917,495 -------------------------------------------- 13,260,399 14,692,379 Pending Settlement Funds Pending Settlement Fund 26,419 units 26,418 26,418 Symix Systems, Inc. common stock 145,623 shares 2,478,555 2,657,620 Participant loans Interest rates ranging from 7% to 11% - 286,549 -------------------------------------------- $ 17,294,252 $ 19,191,845 ============================================
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