<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
<TABLE>
<C> <S>
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
Commission File Number 000-25137
A. Full title of the plan and the address of the plan, if different
from the issuer named below:
Concur Technologies, Inc. 401(k) Plan
B. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Concur Technologies, Inc.
6222 185th Avenue NE
Redmond, Washington 98052
</TABLE>
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REQUIRED INFORMATION
Concur Technologies, Inc.
401(k) Plan
Financial Statements
and Supplemental Schedule
Year Ended December 31, 1999
Contents
Report of Independent Auditors......................................... 1
Audited Financial Statements
Statements of Assets Available for Benefits............................ 2
Statement of Changes in Assets Available for Benefits.................. 3
Notes to Financial Statements.......................................... 4
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year........................................................ 10
Signatures............................................................. 11
Index to Exhibits...................................................... 12
<PAGE>
Report of Independent Auditors
Retirement Committee
Concur Technologies, Inc. 401(k) Plan
We have audited the accompanying statements of assets available for benefits of
Concur Technologies, Inc. 401(k) Plan as of December 31, 1999 and 1998, and the
related statement of changes in 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 assets available for benefits of the Plan at December
31, 1999 and 1998, and the changes in its 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 at end of year 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.
/s/ Ernst & Young LLP
Seattle, Washington
May 12, 2000
1
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Concur Technologies, Inc.
401(k) Plan
Statements of Assets Available for Benefits
December 31
1999 1998
----------------------------
Assets
Investments $5,632,037 $1,976,886
Participant contribution receivables - 37,050
----------------------------
Assets available for benefits $5,632,037 $2,013,936
============================
See accompanying notes.
2
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Concur Technologies, Inc.
401(k) Plan
Statement of Changes in Assets Available for Benefits
Year Ended December 31, 1999
Additions to assets attributed to:
Investment income:
Net realized and unrealized appreciation in the
fair value of investments $ 596,900
Interest and dividend income 106,317
Interest on participants' loans 12,000
--------------
715,217
Contributions:
Participants 1,541,549
Participants rollovers 738,670
--------------
2,280,219
Transfer of net assets from Seeker Software, Inc.
401(k) Plan (Note 4) 1,009,274
--------------
Total additions 4,004,710
Deductions from assets attributed to:
Benefits paid to participants (386,609)
--------------
Net increase in assets available for Plan benefits 3,618,101
Assets available for benefits:
Beginning of year 2,013,936
--------------
End of year $5,632,037
==============
See accompanying notes.
3
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Concur Technologies, Inc.
401(k) Plan
Notes to Financial Statements
December 31, 1999
1. Description of the Plan
The following description of the Concur Technologies, Inc. 401(k) Plan (the
Plan) provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all employees of Concur
Technologies, Inc. (the Company). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Eligibility
All employees of the Company not subject to a collective bargaining agreement
are eligible to participate in the Plan.
Contributions
Participants may elect to defer and contribute up to 20% of their pretax annual
compensation, as defined in the Plan document, subject to approval of the Plan
administrator. Participants may also contribute amounts representing rollover
distributions from other qualified plans. Company contributions, if any, are at
the discretion of the Company's Board of Directors. The Company did not
contribute to the Plan during 1999. Upon enrollment, a participant may direct
employee and employer contributions in whole percentage increments to any of the
Plan's fund options. Participants may change their investment options at any
time.
Participant Accounts
Each participant's account is credited with the participant's contributions,
allocations of the Company's contributions, if any, forfeitures of unvested
balances of terminated participants, and Plan earnings. Company contributions
and forfeitures are allocated to participants' accounts based on participants'
compensation compared to overall Company compensation. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested individual account.
4
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Concur Technologies, Inc.
401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's contributions portion of their accounts plus
actual earnings thereon is based on the number of years of continuous service,
as defined by the Plan document. A participant is 100% vested in Company
contributions after three years of credited service.
Participant Loans
Subject to the approval of the Plan administrator, participants may borrow from
their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50% of their vested account balances. Loan transactions are treated
as a transfer from (to) the investment fund to (from) the loan fund. Loan terms
range from 1 to 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 a fixed rate which is established based on the current prime
rate plus 1% at the time of the loan. Principal and interest are paid ratably
through monthly payroll deductions and the balance of the loan can be paid in
full at any time.
Benefit Payments
Upon retirement, death, or disability, a Plan participant's account becomes
fully vested and the participant may elect to receive a benefit payment.
Benefits are generally payable as a lump-sum except in the event of a
participant's death, in which case payment to a beneficiary may be deferred for
up to five years or may be paid over the beneficiary's life expectancy. All
benefits must be paid when a participant reaches age 70-1/2. A participant may
also elect to seek a hardship withdrawal as defined in the Plan document in
certain cases of financial need. Upon severance of a participant's employment
for reasons other than death, disability, or retirement, the participant may
elect to receive a lump-sum benefit payment. The Plan requires that benefits
must be paid regardless of election if a participant's employment is terminated
prior to retirement, death, or disability, and the participant's vested benefit
under the Plan is $3,500 or less.
5
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Concur Technologies, Inc.
401(k) Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Administrative Expenses
Administrative expenses are paid by the Plan unless the Company elects to pay
such costs. The Company paid the Plan's administrative expenses in 1999.
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 ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. The shares of mutual funds 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 principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
6
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Concur Technologies, Inc.
401(k) Plan
Notes to Financial Statements (continued)
2. Summary of Accounting Policies (continued)
Reclassification
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
3. Plan Amendment
On September 22, 1999, the Plan was amended for the adoption of the stock
ownership component of the Plan. The amendment gives each participant in the
Plan the right to purchase common stock of the Company as an investment option.
4. Plan Merger
On June 1, 1999, pursuant to a Merger Agreement dated May 31, 1999 among the
Company and Seeker Software, Inc., the Company acquired all of the outstanding
capital of Seeker Software, Inc. Subsequently, the Plan was amended to merge the
Seeker Software, Inc. 401(k) Plan (the Seeker Plan) into the Plan on September
30, 1999 and, as a result, the net assets of the Seeker Plan were transferred
into the Plan on the date of the plan merger.
5. Investments
During 1999, the Plan's investments appreciated in fair value as determined by
quoted market prices as follows:
Net realized
and Unrealized
Appreciation
in Fair Value
of Investments
--------------
Mutual funds $562,471
Common stock - Concur Technologies, Inc. 30,689
Collective trust fund 3,415
Money market fund 325
--------------
$596,900
==============
7
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Concur Technologies, Inc.
401(k) Plan
Notes to Financial Statements (continued)
5. Investments (continued)
Investments that represent 5% or more of fair value of the Plan's net assets are
as follows:
December 31
1999 1998
----------------------------
Vanguard Index Trust 500 Fund $2,121,362 $693,407
Baron Asset Fund 747,032 408,587
Alliance Quasar Fund 487,271 372,627
Gam International Fund 435,545 271,890
Columbia Common Stock Fund 425,037 -
Included in investments at December 31, 1999 are participant-directed
investments in common stock of the Company with an aggregate fair value of
$109,834. Purchases and sales of the common stock of the Company during the year
ended December 31, 1999 totaled $85,093 and $2,658, respectively.
6. Differences Between Financial Statements and Form 5500
Following is a reconciliation of assets available for benefits per the financial
statements to the Form 5500:
December 31
1999 1998
-----------------------------
Assets available for benefits per the
financial statements $5,632,037 $2,013,936
Amounts allocated to withdrawn participants (118,101) (82,962)
-----------------------------
Net assets available for benefits per the
Form 5500 $5,513,936 $1,930,974
=============================
8
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Concur Technologies, Inc.
401(k) Plan
Notes to Financial Statements (continued)
6. Differences Between Financial Statements and Form 5500 (continued)
Following is a reconciliation of benefits paid to participants per the financial
statements to the Form 5500:
December 31,
1999
--------------
Benefits paid to participants per the financial statements $386,609
Add: Amounts allocated on Form 5500 to withdrawn
participants at December 31, 1999 118,101
Less: Amounts allocated on Form 5500 to withdrawn
participants at December 31, 1998 (82,962)
--------------
Benefits paid to participants per the Form 5500 $421,748
==============
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to year-
end but not yet paid.
7. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated October 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 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.
9
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Concur Technologies, Inc.
401(k) Plan
EIN: 91-1608052, Plan: 001
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
(c)
(b) Description of Investment, (e)
Identity of Issue, Borrower Including Maturity Date, Rate of (d) Current
(a) Lessor, or Similar Party Interest, Par, or Maturity Value Cost Value
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Schwab Government Money Fund Money market fund (1) $ 158,307
Baron Asset Fund Mutual fund (1) 747,032
Columbia Balanced Fund Mutual fund (1) 211,929
Columbia Common Stock Fund Mutual fund (1) 425,037
Columbia Fixed Income Fund Mutual fund (1) 23,866
Columbia Growth Fund Mutual fund (1) 129,683
Columbia International Stock Fund Mutual fund (1) 255,120
Columbia Special Fund Mutual fund (1) 164,949
Gam International Fund Mutual fund (1) 435,545
Pimco Total Return Fund Mutual fund (1) 153,393
Vanguard Index Trust 500 Fund Mutual fund (1) 2,121,362
Alliance Quasar Fund Mutual fund (1) 487,271
* Concur Technologies, Inc. Common stock (1) 109,834
Morley Stable Value Fund Collective trust fund (1) 98,358
* Participant Loans Loans with interest rates
ranging from 8% to 10%,
maturing through May 2013 - 110,351
----------
$5,632,037
==========
</TABLE>
(1) Historical cost information is not required because assets held for
investment purposes are participant-directed investments.
* Party-in-interest to the Plan.
10
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SIGNATURES
The Plan. 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 hereunto duly authorized
Concur Technologies, Inc. 401(k) Plan
---------------------------------------
(Name of Plan)
Date June 27, 2000 By /s/ MICHAEL W. HILTON
------------------------------------
(Signature)
Michael W. Hilton
Plan Trustee
11
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INDEX TO EXHIBITS
23.1 Consent of Ernst & Young LLP, Independent Auditors.
12
