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Previous: DREYFUS DISCIPLINED EQUITY INCOME FUND, NSAR-A, EX-99, 2000-06-28 |
Next: IMC GLOBAL INC, 11-K, 2000-06-28 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 11-K
--------------------------------
(MARK ONE)
X Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1999
__ Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______.
STRUCTURAL DYNAMICS RESEARCH CORPORATION
TAX DEFERRED CAPITAL ACCUMULATION PLAN
(Full title of the plan)
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Name of issuer of the securities held pursuant to the plan)
2000 Eastman Drive, Milford, Ohio 45150
(Address of principal executive office)
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Financial Statements and
Additional Information
December 31, 1999 and 1998
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Table of Contents to Financial Statements and Additional Information
| Page(s) | ||||||||||
| Report of Independent Accountants | 1 | |||||||||
| Financial Statements: | ||||||||||
| Statement of Net Assets Available for Plan Benefits | 2 | |||||||||
| Statement of Changes in Net Assets Available for Plan Benefits | 3 | |||||||||
| Notes to Financial Statements | 4-10 | |||||||||
| Additional Information: * | ||||||||||
| Schedule I - Schedule of Assets Held for Investment Purposes | 11 | |||||||||
| Schedule II - Schedule of Reportable Transactions | 12 | |||||||||
* Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
Report of Independent Accountants
To the Participants and Administrator of the
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Structural Dynamics Research Corporation Tax Deferred Capital Accumulation 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 Schedule of Assets Held for Investment Purposes and Schedule of Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements 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. These supplemental schedules are the responsibility of the Plan's management. 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
June 9, 2000
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Statement of Net Assets Available for Plan Benefits
(Amounts in thousands)
| December 31, |
| 1999 | 1998 | ||
| Assets: | |||
| Investments, at fair value (Note 3): | |||
| Shares of Registered Investment Co.
T. Rowe Price |
$ 93,391 |
$ 68,685 | |
| Securities of participating employer | 16,669 | 25,260 | |
| Cash | 44 | 2 | |
| Participant loans | 1,133
------------------ |
907
------------------ | |
| Total investments | 111,237
------------------ |
94,854
------------------ | |
| Receivables: | |||
| Employer contributions | 763 | 666 | |
| Participant contributions | 940
------------------ |
791
------------------ | |
| Total receivables | 1,703
------------------ |
1,457
------------------ | |
|
Assets available for plan benefits |
$112,940 ========== |
$ 96,311 ========== |
The accompanying notes are an integral part of these financial statements.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Statement of Changes in Net Assets Available for Plan Benefits
(Amounts in thousands)
| Year Ended December 31, |
| 1999 | 1998 | ||
| Beginning balance | $ 96,311 | $ 79,828 | |
| Additions: | |||
| Investment income: | |||
| Net appreciation in fair value | |||
| of investments (Note 3) | 1,808 | 3,093 | |
| Interest | 89 | 76 | |
| Dividends | 8,854
------------------ |
3,982
----------------- | |
| 10,751
------------------ |
7,151
----------------- | ||
| Contributions: | |||
| Participant | 9,942 | 8,964 | |
| Employer | 3,267 | 3,574 | |
| Rollovers | 593
------------------ |
256
----------------- | |
| 13,802
------------------ |
12,794
----------------- | ||
| Net Additions | 24,553
------------------ |
19,945
----------------- | |
| Deductions: | |||
| Benefits paid to participants | (5,222) | (3,462) | |
| Transfers (Note 5) | (2,702)
------------------ |
--
----------------- | |
| Net Deductions | (7,924)
------------------ |
(3,462)
----------------- | |
| Net increase | 16,629 | 16,483 | |
| Net assets available for benefits: | |||
| Ending balance | $ 112,940
========== |
$ 96,311
========== |
The accompanying notes are an integral part of these financial statements.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
(1) Description of Plan
The following description of the Structural Dynamics Research Corporation Tax Deferred Capital Accumulation Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.
a) General
The Plan is a defined contribution plan covering all salaried employees of the domestic divisions of Structural Dynamics Research Corporation (the Company). It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
b) Contributions
A participant may make contributions to the Plan by authorizing a reduction of their
compensation (before-tax contribution) of at least 1% up to a maximum of 15%. The Company
will reduce the participant's compensation by the authorized percentage, subject to limits
specified by the Plan. A participant may also make voluntary contributions to the plan of
rollover amounts from other benefit plans. The Company may provide a matching contribution
equal to 50% of the participant's contribution (excluding rollovers) up to 6% of the participant's
compensation. Quarterly, the Board of Directors vote on the Company's matching contribution
amount, if any. The Company's matching contribution, if any, may take the form of either
Company Common Stock or cash, as determined by the Company. Participants, other than
officers, can redirect the Company's accumulated matching contribution into other investment
options offered under the Plan.
The Company may elect to make additional discretionary contributions. Such contributions shall be allocated to the account of each participant in an amount equal to the ratio of the employee's annual salary to the total annual salaries paid to all participants. Participants other than officers can redirect the Company's discretionary contributions into other investment options offered under the Plan. In 1999 and 1998, no discretionary contributions were made.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
c) Participant Accounts
Each participant's account is credited with the participant's contribution and allocation of the Plan's earnings and Company's contribution, if any. Earnings of each investment fund are allocated among the accounts of all participants in each fund in the ratio each participant's account bears to the total account balance. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.
d) Vesting
Participants are immediately vested in their voluntary contributions plus actual earnings thereon. One hundred percent vesting in the Company contributions occurs after three years of continuous service. Forfeitures of Company contributions by participants when they terminate before becoming vested are used to reduce future Company contributions. Terminated participants who return to employment with the Company within five years of termination receive vesting credit for their original service. At December 31, 1999 and 1998, forfeited nonvested accounts totaled $172 and $145, respectively. During 1999 and 1998, employer contributions were not reduced by forfeited nonvested accounts.
e) Payment of Benefits
Participants' accounts are distributable upon termination of employment. Participants may also make withdrawals in the case of financial hardship (as determined by the Plan Administrator).
There were no amounts allocated to accounts of persons who have withdrawn from participation in the earnings and operations of the Plan at December 31, 1999 and 1998.
f) Participant Loans
The Plan allows participants to borrow a minimum of $1 up to a maximum equal to the lesser of $50 or 50% of their interest in all funds other than the Company Stock Fund, within certain limitations and upon approval by the Plan Administrator. Loan terms range from one to five years or up to 15 years for the purchase of a primary residence.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
The loans are secured by the balance in the participant's account and bear interest at 2% above the prime rate on the first day of the month preceding the effective date of the loan. The interest rate is fixed for the entire repayment period. Principal and interest is paid ratably through monthly payroll deductions.
g) Trust Agreement
The trustee of the plan is T. Rowe Price Trust Company (T. Rowe). T. Rowe invests and holds all contributions made by the Plan Administrator and allocates the amounts among the funds as directed by the individual participants.
(2) Summary of Significant Accounting Policies
a) Basis of Presentation
The accompanying financial statements of the Plan have been prepared using the accrual basis of accounting.
b) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
c) Investment Valuation and Income Recognition
Money market accounts are valued at cost which approximates fair value. All other investments are recorded at fair value based on quotations obtained from national securities exchanges as of the end of the year. Participant loans are recorded at the unpaid principal balances of the individual loans.
Purchases and sales of investments are recorded on the trade date. Gains and losses on the sale of investments are calculated on the specific identification method. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
d) Contributions
Employee contributions are recorded in the period in which the Company makes payroll deductions from the Plan participants' earnings.
e) Expenses
Certain administrative fees of the Plan are paid by the Company. Investment expenses are paid by the Plan and are deducted from investment income.
f) Payment of Benefits
Benefits are recorded when paid.
(3) Investments
The following investments represent 5% or more of the Plan's net assets:
| December 31, |
| 1999 | 1998 | |||
| Participant-directed: | ||||
| Shares of Registered Investment Co. T. Rowe Price | ||||
| Equity Income Fund, 723,904 and 693,154 shares | $17,960 | $18,244 | ||
| Spectrum Growth Fund, 636,123 and 571,714 shares | 11,266 | 9,405 | ||
| Balanced Fund, 480,781 and 449,206 shares | 9,467 | 8,351 | ||
| Stable Value Fund, 11,395,850 and 9,694,048 shares | 11,396 | 9,694 | ||
| New Horizons Fund, 263,572 and 235,140 shares | 7,256 | 5,488 | ||
| Science & Technology Fund, 396,280 and 211,124 shares | 25,247 | 7,953 | ||
| Other funds | 10,799
----------- |
9,550
------------- | ||
| Total participant-directed: | 93,391 | 68,685 | ||
| Nonparticipant-directed: | ||||
| Securities of participating employer, 1,307,393 and | ||||
| 1,270,959 shares | 16,669 | 25,260 | ||
| Other | 1,177
------------ |
909
------------- | ||
| Total net assets | $111,237
======= |
$94,854
======= |
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
During 1999 and 1998, the Plan's investments (including investments bought, sold, and held during the year) appreciated in value by $1,808 and $3,093, respectively, as follows:
| December 31, |
| 1999 | 1998 | |||
| Securities of participating employer | $ (7,551) | $ 306 | ||
| Shares of registered investment co. T. Rowe Price | 9,359
------------ |
2,787
------------- | ||
| Net appreciation in fair value | $ 1,808
======= |
$ 3,093
=======
|
(4) Nonparticipant-Directed Investments
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
| December 31, |
| 1999 | 1998 | |||
| Net Assets: | ||||
| Assets: | ||||
| Securities of participating employer | $16,669 | $25,260 | ||
| Receivables: | ||||
| Employer contributions | 763
------------ |
666
------------- | ||
| $17,432 | $25,926 |
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
| Year Ended
December 31, |
| 1999 | 1998 | |||
| Changes in Net Assets: | ||||
| Net (depreciation) appreciation | $(7,551) | $ 306 | ||
| Dividends | -- | -- | ||
| Contributions | 4,019 | 4,474 | ||
| Benefits paid to participants | (671) | (438) | ||
| Transfers (Note 5) | (369) | -- | ||
| Net transfers to participant-directed investments | (3,922) | (1,049) |
(5) Transfers
In September 1998, the Company spun off an operating unit to create a separate company known as MTS Systems Corporation (MTS). Thirty-eight participants left the Company to work for MTS. As of December 31, 1998, MTS had not formed a 401k plan for its employees, therefore these participants remained in the Plan, with accounts rendered inactive. In October 1999, the balances in each participant's account were transferred to the MTS Systems Corporation Profit Sharing Retirement Plan.
(6) 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 and the funds will be distributed or held until the time the member would otherwise have received their interest in the Plan.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Notes to Financial Statements
(Amounts in thousands)
(7) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated June 3, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC).
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Additional Information
Schedule of Assets Held for Investment Purposes - Form 5500 Schedule H, Line 4(i) Schedule I
| Description | |||||
| of Investment | Cost | Fair Value | |||
| * SDRC Common stock | 1,307,393 shares | $ 23,216,619 | $ 16,669,258 | ||
| * T. Rowe Price: | |||||
| Equity Income Fund | 723,904 shares | 19,107,713 | 17,960,064 | ||
| Spectrum Growth Fund | 636,123 shares | 10,585,795 | 11,265,740 | ||
| Balanced Fund | 480,781 shares | 8,989,798 | 9,466,576 | ||
| Stable Value Fund | 11,395,850 shares | 11,395,850 | 11,395,850 | ||
| International Stock Fund | 223,428 shares | 3,458,347 | 4,251,833 | ||
| New Horizons Fund | 263,572 shares | 6,209,094 | 7,256,150 | ||
| Small Cap Value Fund | 212,092 shares | 3,966,371 | 3,737,066 | ||
| Science and Technology Fund | 396,280 shares | 18,184,806 | 25,246,987 | ||
| International Bond Fund | 51,032 shares | 517,419 | 467,455 | ||
| Spectrum Income Fund | 218,783 shares | 2,492,578 | 2,343,165 | ||
| Cash Fund | 0 shares | 43,755 | |||
| Participants' Loans | Rate of prime plus 2% | 1,133,037
-------------------- | |||
| Total | 111,236,936
=========== |
* Denotes parties-in-interest.
Structural Dynamics Research Corporation
Tax Deferred Capital Accumulation Plan
Additional Information
Schedule of Reportable Transactions* - Form 5500 Schedule H, Line 4(j)
Schedule II
|
Identity of Party involved |
Description of investment |
Number of transactions |
Purchase price |
Selling price |
Cost of asset sold |
Current value on transaction date |
Net gain/(loss) |
| SDRC Stock Fund | Stock Fund | 91,190 | 3,053,191 | 7,344,459 | 6,562,063 | 3,053,191 | 782,396 |
* Transactions or a series of transactions in excess of 5% of the current value of the Plan's assets as of the beginning of the Plan year as defined in Section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrators have duly caused this annual report to be signed on behalf of the undersigned hereunto duly authorized.
STRUCTURAL DYNAMICS RESEARCH CORPORATION
TAX DEFERRED CAPITAL ACCUMULATION PLAN
| By: /s/ Deborah G. Davis | Date: June 27, 2000 | |
| Deborah G. Davis | ||
| Vice President - Human Resources | ||
| By: /s/ Jeffrey J. Vorholt | Date: June 28, 2000 | |
| Jeffrey J. Vorholt | ||
| Vice President, Chief Financial Officer and Treasurer | ||
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-22136) of Structural Dynamics Research Corporation of our report dated June 9, 2000 which appears on page 1 of the Annual Report of the Structural Dynamics Research Corporation Tax Deferred Capital Accumulation Plan on Form 11-K for the year ended December 31, 1999.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cincinnati, Ohio
June 27, 2000
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