11-K 1 d11k.htm FORM 11-K Form 11-K
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 


 

FORM 11-K

 


 

ANNUAL REPORT

 

PURSUANT TO SECTION 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2003

OR

 

¨ Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

For the transition period from              to             

 

Commission file number 000-26994

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Advent Software, Inc.

Profit Sharing and Employee Savings Plan

301 Brannan Street, Sixth Floor

San Francisco, CA 94107

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Advent Software, Inc.

301 Brannan Street, Sixth Floor

San Francisco, CA 94107

 



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ADVENT SOFTWARE, INC.

PROFIT SHARING AND EMPLOYEE SAVINGS PLAN

 

Financial Statements and Supplemental Schedule

December 31, 2003 and 2002

 

Table of Contents


    
     Page

Independent Accountants’ Report

   3

Financial Statements:

    

Statements of Net Assets Available for Benefits

   4

Statements of Changes in Net Assets Available for Benefits

   5

Notes to Financial Statements

   6

Supplemental Schedule as of December 31, 2003

   11

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

   12

 

Supplemental schedules other than the above are omitted because they are not applicable.

 

 


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INDEPENDENT ACCOUNTANTS’ REPORT

 

To the Participants and

Plan Administrator of the

Advent Software, Inc.

Profit Sharing and Employee Savings Plan

 

We have audited the financial statements of the Advent Software, Inc. Profit Sharing and Employee Savings Plan (the Plan) as of December 31, 2003 and 2002, and for the years then ended, as listed in the accompanying table of contents. 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 the standards of the Public Company Accounting Oversight Board (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 the Plan’s 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 December 31, 2003 and 2002, 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 of America.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, as listed in the accompanying table of contents, is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

By  

/s/ Mohler, Nixon & Williams


   

MOHLER, NIXON & WILLIAMS

   

Accountancy Corporation

Campbell, California

May 5, 2004

 

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ADVENT SOFTWARE, INC.

PROFIT SHARING AND EMPLOYEE SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

     December 31,

     2003

   2002

Assets:

             

Investments, at fair value

   $ 28,537,879    $ 19,405,254

Participant loans

     242,731      293,893
    

  

Assets held for investment purposes

     28,780,610      19,699,147

Employer’s contribution receivable

     1,389,295      1,563,650
    

  

Net assets available for benefits

   $ 30,169,905    $ 21,262,797
    

  

 

See notes to financial statements.

 

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ADVENT SOFTWARE, INC.

PROFIT SHARING AND EMPLOYEE SAVINGS PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

    

Years ended

December 31,


 
     2003

   2002

 

Additions to net assets attributed to:

               

Investment income (loss):

               

Dividends and interest

   $ 42,635    $ 101,957  

Net realized and unrealized appreciation (depreciation) in fair value of investments

     5,895,323      (5,250,635 )
    

  


       5,937,958      (5,148,678 )
    

  


Contributions:

               

Participants’

     5,052,589      5,148,650  

Employer’s

     1,389,295      1,496,268  
    

  


       6,441,884      6,644,918  
    

  


Total additions

     12,379,842      1,496,240  
    

  


Deductions from net assets attributed to:

               

Withdrawals and distributions

     3,557,079      1,185,107  

Administrative expenses

     209,695      156,297  
    

  


Total deductions

     3,766,774      1,341,404  
    

  


Net increase prior to transfers

     8,613,068      154,836  

Transfers of assets:

               

To the Plan

     294,040         
    

  


Net increase in net assets

     8,907,108      154,836  

Net assets available for benefits:

               

Beginning of year

     21,262,797      21,107,961  
    

  


End of year

   $ 30,169,905    $ 21,262,797  
    

  


 

See notes to financial statements.

 

 

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ADVENT SOFTWARE, INC.

PROFIT SHARING AND EMPLOYEE SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2003 AND 2002

 

NOTE 1 - THE PLAN AND ITS SIGNIFICANT ACCOUNTING POLICIES

 

General - The following description of the Advent Software, Inc. Profit Sharing and Employee Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

The Plan is a defined contribution plan that was established in 1988 by Advent Software, Inc. (the Company) to provide benefits to eligible employees, as defined in the Plan document. The Plan is currently designed to be qualified under the applicable requirements of the Internal Revenue Code (the Code), as amended, and the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

 

The Company amended the Plan effective January 1, 2002 to conform to provisions of the Code and to adopt certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA).

 

During 2002, employees of wholly owned subsidiaries of the Company, Kinexus Corporation and Techfi Corporation, were allowed to participate in the Plan effective July 1, 2002 and October 1, 2002, respectively.

 

Administration - The Company has appointed an Administrative Committee (the Committee) to manage the day to day operation and administration of the Plan. The Company has contracted with a third-party administrator who processes and maintains the records of participant data and Smith Barney Corporate Trust Company (Smith Barney) to act as the custodian and trustee.

 

Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

Basis of accounting - The financial statements of the Plan are prepared on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America.

 

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Forfeited accounts - Forfeited nonvested accounts are first used to reinstate previously forfeited account balances of former participants, if any, in accordance with the Plan, and then may be used to pay Plan administrative expenses, or the employer’s discretionary and matching contributions, if any. Approximately $104,000 was used to pay Plan administrative fees during 2003. Approximately $65,000 was applied to pay matching contributions and approximately $32,000 was used to pay Plan administrative fees during 2002. Unapplied forfeitures totaled approximately $13,000 and $47,000 at December 31, 2003 and 2002, respectively.

 

Investments - Investments of the Plan are held by Smith Barney and invested based solely upon instructions received from participants.

 

Plan investment funds, including common stock are valued at fair value as of the last day of the Plan year, as measured by quoted market prices, or as reported by Smith Barney if common collective trusts. Participant loans are valued at cost, which approximates fair value.

 

Income taxes - The Plan has been amended since receiving its latest favorable determination letter dated October 30, 2002. The Company believes that the Plan is operated in accordance with, and qualifies under, the applicable requirements of the Code and related state statutes, and that the trust, which forms a part of the Plan, is exempt from federal income and state franchise taxes.

 

Reconciliation of financial statements to Form 5500 - The differences between the information reported in the financial statements and the information reported in the Form 5500 arise primarily from presenting the financial statements on the accrual basis of accounting.

 

Risks and uncertainties - The Plan provides for various investment options in any combination of investment securities offered by the Plan, including the Advent Software, Inc. Common Stock Fund. Investment securities are exposed to various risks, such as interest rate, market fluctuations and credit risks. The Company’s common stock price has fluctuated significantly since the Company’s initial public offering in November 1995. Due to the risk associated with certain investment securities, it is at least reasonably possible that changes in market value, interest rates or other factors in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

 

NOTE 2 - RELATED PARTY TRANSACTIONS

 

Certain Plan investments are managed by Smith Barney, the trustee of the Plan. Any purchases and sales of these funds are performed in the open market at fair value. Such transactions, while considered party-in-interest transactions under ERISA regulations, are permitted under the provisions of the Plan and are specifically exempt from the prohibition of party-in-interest transactions under ERISA. Fees paid by the Plan to the trustee amounted to approximately $99,000 and $81,000 for the years ended December 31, 2003 and 2002, respectively.

 

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As allowed by the Plan, participants may elect to invest a portion of their accounts in the common stock of the Company. Aggregate investment in Company common stock at December 31, 2003 and 2002 was as follows:

 

Date

  Number of shares

  Fair value

  Cost

2003   77,045   $ 1,342,894   $ 1,918,588
2002   69,270   $ 944,150   $ 2,040,056

 

NOTE 3 - PARTICIPATION AND BENEFITS

 

Participant contributions - Participants may elect to have the Company contribute a percentage of their eligible pre-tax compensation not to exceed the maximum amount allowable under the Code. Participants who elect to have the Company contribute a portion of their compensation to the Plan agree to accept an equivalent reduction in taxable compensation. Contributions withheld are invested in accordance with the participant’s direction.

 

Participants are also allowed to make rollover contributions of amounts received from other tax-qualified employer-sponsored retirement plans. Such contributions are deposited in the appropriate investment funds in accordance with the participant’s direction and the Plan’s provisions.

 

Employer contributions - The Company is allowed to make matching contributions to eligible participants as defined in the Plan and as approved by the Board of Directors. In 2003 and 2002, the Company matched 50% of the first 6% of each eligible participant’s contribution. The Plan also allows for a discretionary profit sharing contribution. No discretionary profit sharing contributions were made for the years ended December 31, 2003 and 2002.

 

Vesting - Participants are immediately vested in their salary deferral, employer matching and rollover contributions and related earnings. Participants vest ratably and are fully vested in the employer’s profit sharing contributions allocated to their account after six years of credited service.

 

Participant accounts - Each participant’s account is credited with the participant’s contribution, Plan earnings or losses and an allocation of the Company’s contribution, if any. Allocation of the Company’s contribution is based on participant contributions or eligible employee compensation, as defined in the Plan.

 

Payment of benefits - Upon termination, the participants or beneficiaries may receive their total benefits in a lump sum amount equal to the value of the participant’s vested interest in their account, or annual, semiannual, quarterly or monthly installments over a period which shall not extend beyond a participant’s or participant and designated beneficiary’s life expectancy. The Plan allows for the automatic lump sum distribution of participant vested account balances that do not exceed $5,000.

 

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Loans to participants - The Plan allows participants to borrow up to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the participant’s vested balance. Such loans bear interest at the available market financing rates and must be repaid to the Plan within a five-year period, unless the loan is used for the purchase of a principal residence in which case the maximum repayment period may be longer. The specific terms and conditions of such loans are established by the Committee. Outstanding loans at December 31, 2003 carry interest rates ranging from 5.75% to 11.5%.

 

NOTE 4 - PLAN TRANSFER

 

During 2002, the Company acquired Techfi Corporation and assets totaling approximately $160,000 were transferred from the Techfi Corporation 401(k) Plan into the Plan during 2003.

 

During 2003, the Company acquired a division of Roundhill Securities, Inc. and assets totaling approximately $134,000 were transferred from the Roundhill Securities, Inc. 401(k) Plan into the Plan during 2003.

 

NOTE 5 - INVESTMENTS

 

The following table presents the fair values of investments and investment funds that include 5% or more of the Plan’s net assets at December 31:

 

     2003

   2002

Smith Barney:

             

Money Market Fund

   $ 2,530,364    $ 2,189,287

Government Bond Index Fund

     2,354,137      1,963,819

Large Cap Value Equity Fund

     4,311,981      3,176,815

Small Cap Growth Equity Fund

     5,219,667      3,148,854

International Value Equity Fund

     3,718,667      2,487,628

S&P 500 Index Fund

     6,243,713      3,555,111

GSA Socially Responsible Fund

     2,164,191      1,676,736

Advent Software, Inc. Common Stock Fund

     1,342,894      944,150

Other funds with assets less than 5% of net assets

     894,996      556,747
    

  

Assets held for investment purposes

   $ 28,780,610    $ 19,699,147
    

  

 

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The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows for the years ended December 31:

 

     2003

   2002

 

Collective trust funds

   $ 5,143,998    ($ 3,407,571 )

Mutual fund

     23,134         

Separately managed account

     442,142         

Common stock

     286,049      (1,843,064 )
    

  


     $ 5,895,323    ($ 5,250,635 )
    

  


 

NOTE 6 - PLAN TERMINATION OR MODIFICATION

 

The Company intends to continue the Plan indefinitely for the benefit of its participants; however, the Company reserves the right to terminate or modify the Plan at any time for any reason subject to the provisions of ERISA. In the event the Plan is terminated in the future, participants immediately would become fully vested in their accounts.

 

NOTE 7 - SUBSEQUENT EVENT

 

Effective January 2004, the Company contracted with New York Life Investment Management to act as the record keeper and custodian; in connection with this change, the Advent Software, Inc. Common Stock Fund was discontinued.

 

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SUPPLEMENTAL SCHEDULE

 

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ADVENT SOFTWARE, INC.    EIN: 94-3065325
PROFIT SHARING AND EMPLOYEE SAVINGS PLAN    PLAN #001

 

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2003

 

    

Identity of issue, borrower,

lessor or similar party


 

Description of investment including maturity date,

rate of interest, collateral, par or maturity value


   Current value

    

Smith Barney:

          

*

  

Money Market Fund

 

Money market

   $ 2,530,364

*

  

Government Bond Index Fund

 

Collective trust

     2,354,137

*

  

Large Cap Value Equity Fund

 

Collective trust

     4,311,981

*

  

Small Cap Growth Equity Fund

 

Collective trust

     5,219,667

*

  

International Value Equity Fund

 

Collective trust

     3,718,667

*

  

S&P 500 Index Fund

 

Collective trust

     6,243,713

*

  

GSA Socially Responsible Fund

 

Separately managed account

     2,164,191

*

  

Prime Obligation Fund

 

Money market

     222,994
    

American New World Fund

 

Mutual fund

     217,888

*

  

Capital Preservation Fund

 

Collective trust

     211,383

*

  

Advent Software, Inc. Common Stock Fund

 

Common stock

     1,342,894

*

  

Participant loans

 

Interest rates ranging from 5.75% to 11.5%

     242,731
             

         Total    $ 28,780,610
             


* Party-in-interest

 

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SIGNATURE

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

           

Advent Software, Inc.

 

Profit Sharing and

 

Employee Savings Plan

Date: June 25, 2004       By  

/s/ GRAHAM V. SMITH


            Title:   on behalf of the Administrator of the Advent Software, Inc. Profit Sharing and Employee Savings Plan

 

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EXHIBIT INDEX

 

Exhibit Number

  

Description


23.1    Consent of Mohler, Nixon & Williams Accountancy Corporation, Independent Accountants