<PAGE> 1
EXHIBIT 99.00
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 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED
JUNE 30, 2000
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
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Name of issuer of securities held pursuant to the plan
and the address of its principal executive offices.
<PAGE> 2
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
FINANCIAL STATEMENTS AS OF JUNE 30, 2000 AND 1999
AND FOR THE THREE YEARS ENDED JUNE 30, 2000
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE> 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,
2000 and 1999, and the related statements of changes in net assets available for
benefits for the years ended June 30, 2000, 1999 and 1998. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule 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 as of
June 30, 2000 and 1999 and the changes in its net assets available for benefits
for the years ended June 30, 2000, 1999 and 1998 in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for purposes 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 has been subjected to the auditing procedures
applied in the audits 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.
ARTHUR ANDERSEN LLP
Detroit, Michigan,
September 8, 2000.
<PAGE> 4
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Statements of Net Assets Available for Benefits as of
June 30, 2000 and 1999
Statements of Changes in Net Assets Available for Benefits
for the Years Ended June 30, 2000, 1999 and 1998
Notes to Financial Statements
SCHEDULE
Schedule of Assets Held for Investment Purposes as of June 30, 2000
Schedule 4i
<PAGE> 5
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
Total Total
<S> <C> <C>
RECEIVABLES:
Employer's contribution $ 352,461 $ 287,633
Participants' contributions 122,536 110,258
Accrued loan repayments 10,080 11,362
----------- -----------
485,077 409,253
INVESTMENTS, at market:
Registered investment companies 26,337,628 25,258,931
Company stock fund 1,877,729 1,115,166
Loans to participants 376,045 429,902
----------- -----------
28,591,402 26,803,999
NET ASSETS AVAILABLE
FOR BENEFITS $29,076,479 $27,213,252
=========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 6
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED JUNE 30, 2000, 1999 AND 1998
<TABLE>
<CAPTION>
2000 1999 1998
Total Total Total
----- ----- -----
<S> <C> <C> <C>
INVESTMENT INCOME:
Unrealized appreciation
of investments $1,662,785 $1,680,248 $3,518,432
Interest and dividend income 971,215 1,062,411 998,315
Realized gain on investments 103,225 32,397 457,809
------- ------ -------
2,737,225 2,775,056 4,974,556
CONTRIBUTIONS:
Employer 726,743 616,449 790,865
Participants 1,641,674 1,650,637 1,786,716
--------- --------- ---------
2,368,417 2,267,086 2,577,581
TRANSFER OF ASSETS TO OTHER
PLANS -- (49,750) --
DISTRIBUTIONS TO PARTICIPANTS (3,242,415) (7,586,575) (4,759,342)
----------- ----------- -----------
Increase (Decrease) in Net Assets
Available Benefits 1,863,227 (2,594,183) 2,792,795
NET ASSETS AVAILABLE FOR
BENEFITS BEGINNING OF YEAR 27,213,252 29,807,435 27,014,640
---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS END OF YEAR $ 29,076,479 $ 27,213,252 $ 29,807,435
============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE> 7
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.
The Employee Stock Ownership Plan (ESOP) of Comshare, Incorporated
was merged with the Plan effective October 1, 1995. All of the
assets of the ESOP which consisted primarily of Comshare common
stock were transferred to the Plan and placed in the new Comshare
Stock Fund.
(b) Trustee and Investment Advisor
As of June 30, 2000 the Plan held all investments with Vanguard
Fiduciary Trust Company (the "Trustee" and "Investment Advisor").
In accordance with the 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
accounting principles generally accepted in the United States
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 of 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 2000, 1999, or 1998. 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.
The annual employer fixed contribution for 2000 will be paid to
the Plan by the Company in September, 2000 in the amount of
$319,875 and is included in the employer's contribution
receivables on the Statement of Net Assets Available for Benefits
for the Year Ended June 30, 2000. Upon receipt of the employer
fixed contribution, the Plan will allocate contributions to
eligible participants based on the participants then current
investment elections.
<PAGE> 8
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
Participants may make before-tax contributions, 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, 2000 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 Comshare, Inc. There are no
guaranteed rates of returns for 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, 2000 there
were 305 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 1/1/98 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.
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
<PAGE> 9
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
(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, 2000 and 1999, the net assets available for
benefits included $102,139 and $1,233,413, 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 item 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
Management of the Company has no intention to terminate the Plan.
In the event the Plan is terminated, the participants will become
fully vested and will receive the balances in their individual
accounts.
(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 to reflect the merger with the ESOP. The Plan
administrator is applying for a new determination letter. 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. Therefore, they believe that
the Plan was qualified and the related trust was tax-exempt as of
the financial statement date.
<PAGE> 10
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(continued)
(m) Forfeitures
Non-vested account balances of terminated employees are forfeited
at the end of the quarter following the date of termination.
Forfeitures were $11,242, $61,758 and $61,836 for the years ended
June 30, 2000, 1999 and 1998, 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 Statement of Net Assets
Available for Benefits at market value. Realized gains and losses
on sale of investments and unrealized appreciation of investments
are 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.
(c) Compliance with SOP 99-3
The Accounting Standards Executive Committee issued Statement of
Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" (SOP
99-3), which eliminates the requirement for a defined contribution
plan to disclose participant-directed investment programs. As
required by SOP 99-3, the Plan adopted SOP 99-3 for the 2000
financial statements and reclassified certain amounts in the 1999
and 1998 financial statements to eliminate the
participant-directed fund investment program disclosures.
(3) SUBSEQUENT EVENTS
Effective July 7, 2000, three new investment funds were added to
the Plan. The new fund options include the Vanguard Extended
Market Index Fund, Vanguard Windsor II Fund and the R/S Emerging
Growth Fund.
As of September 8, 2000, the Company's stock was trading at $5.25
per share compared to $4.75 per share at June 30, 2000. The
investments in the Comshare Stock Fund consist primarily of the
Company's stock which is valued in the accompanying Statement of
Net Assets Available for Benefits at the June 30, 2000 share
price.
<PAGE> 11
SCHEDULE I
PROFIT SHARING PLAN
OF COMSHARE, INCORPORATED
EIN: 38-1804887 PN: 001
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF JUNE 30,2000
SCHEDULE 4i
<TABLE>
<CAPTION>
(c) Description of Investment
(a) (b) Identity of Issue, Including Maturity Date, (d)
Borrower, Lessor, Rate of Interest Current
or Similar Party Par or Maturity Value Value
---------------- --------------------- -----
<S> <C> <C> <C>
MUTUAL FUNDS:
* Vanguard Group Money Market - Prime Portfolio $ 2,367,418
* Vanguard Group Bond Index Fund 1,180,341
* Vanguard Group Index 500 Portfolio 14,761,919
* Vanguard Group Wellington Fund 2,122,767
* Vanguard Group U.S. Growth Portfolio 5,121,017
* Vanguard Group International Value Portfolio 784,166
* Vanguard Group Comshare Stock Fund 1,877,729
------------
Total Mutual Funds 28,215,357
----------
LOANS:
Loans to plan participants Interest rates range 376,045
-------------
from 7.00% to 12.25%;
maturing through July 1, 2020
TOTAL INVESTMENTS $ 28,591,402
============
</TABLE>
* Represents a party-in-interest
<PAGE> 12
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference of our report on the June 30, 2000 financial statements of the Profit
Sharing Plan of Comshare, Incorporated dated July 25, 2000; 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, File No. 33-65109, File No. 333-91477, File No.
333-91479, File No. 333-93549, File No. 333-93551 and File No. 333-93553).
Arthur Andersen LLP
Detroit, Michigan
September 27, 2000
