---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-Q

|ý | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2002
|- | ------------------------------------------------------------------------------------------------------------------------------------

or

|o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

Commission file number:0-26994

---

ADVENT SOFTWARE, INC.(Exact name of Registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation or organization)

94-2901952(IRS Employer Identification Number)


301 Brannan Street, San Francisco, California 94107(Address of principal executive offices and zip code)

(415) 543-7696(Registrant's telephone number, including area code)

---

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

The
number of shares of the Registrant's Common Stock outstanding as of August 6, 2002 was 32,682,278.

---

---

---



INDEX

|PART I.    FINANCIAL INFORMATION |            |                                                                                   
|-------------------------------- | ---------- | ----------------------------------------------------------------------------------
|                                 | Item 1.    |                                                                                   
|                                 |            | Condensed Consolidated Balance Sheets                                             
|                                 |            | Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
|                                 |            | Condensed Consolidated Statements of Cash Flows                                   
|                                 |            | Notes to the Condensed Consolidated Financial Statements                          
|                                 | Item 2.    |                                                                                   
|                                 | Item 3.    |                                                                                   
|PART II.    OTHER INFORMATION    |            |                                                                                   
|                                 | Item 1.    |                                                                                   
|                                 | Item 2.    |                                                                                   
|                                 | Item 3.    |                                                                                   
|                                 | Item 4.    |                                                                                   
|                                 | Item 5.    |                                                                                   
|                                 | Item 6.    |                                                                                   
|                                 | Signatures |                                                                                   

2

---



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ADVENT SOFTWARE, INC.  CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands)

|                                     |                                     | June 30,
2002              |                                            | December 31,
2001 |        
|------------------------------------ | ----------------------------------- | -------------------------- | ------------------------------------------ | ----------------- | -------
|
|ASSETS                               |                                     |                            |                                            |                   |        
|Current assets:                      |                                     |                            |                                            |                   |        
|                                     | Cash and cash equivalents           |                            | $                                          | 75,986            |        
|                                     | Short-term investments              |                            |                                            | 138,434           |        
|                                     | Accounts receivable, net            |                            |                                            | 34,445            |        
|                                     | Prepaid expenses and other          |                            |                                            | 9,290             |        
|                                     | Deferred income taxes               |                            |                                            | 16,301            |        
|                                     |                                     |                            |                                            |                   |        
|                                     |                                     | Total current assets       |                                            |                   | 274,456
|Fixed assets, net                    |                                     |                            | 28,322                                     |                   |        
|Other assets, net                    |                                     |                            | 142,731                                    |                   |        
|                                     |                                     |                            |                                            |                   |        
|                                     |                                     |                            | Total assets                               |                   | $      
|                                     |                                     |                            |                                            |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                     |                            |                                            |                   |        
|Current liabilities:                 |                                     |                            |                                            |                   |        
|                                     | Accounts payable                    |                            | $                                          | 3,161             |        
|                                     | Accrued liabilities                 |                            |                                            | 14,174            |        
|                                     | Deferred revenues                   |                            |                                            | 28,664            |        
|                                     | Income taxes payable                |                            |                                            | 6,614             |        
|                                     |                                     |                            |                                            |                   |        
|                                     |                                     | Total current liabilities  |                                            |                   | 52,613 
|Long-term liabilities                |                                     |                            | 4,977                                      |                   |        
|                                     |                                     |                            |                                            |                   |        
|                                     |                                     |                            | Total liabilities                          |                   |        
|                                     |                                     |                            |                                            |                   |        
|Stockholders' equity:                |                                     |                            |                                            |                   |        
|                                     | Common stock                        |                            |                                            | 350               |        
|                                     | Additional paid-in capital          |                            |                                            | 305,788           |        
|                                     | Retained earnings                   |                            |                                            | 81,818            |        
|                                     | Cumulative other comprehensive loss |                            |                                            | (37               | )      
|                                     |                                     |                            |                                            |                   |        
|                                     |                                     | Total stockholders' equity |                                            |                   | 387,919
|                                     |                                     |                            |                                            |                   |        
|                                     |                                     |                            | Total liabilities and stockholders' equity |                   | $      
|                                     |                                     |                            |                                            |                   |        

The
accompanying notes are an integral part of these condensed consolidated financial statements.

3

---



ADVENT SOFTWARE, INC.  CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)(In thousands, except per share data)

|                                          |                                                 | Three Months Ended June 30,       |        | Six Months Ended June 30, |        
|----------------------------------------- | ----------------------------------------------- | --------------------------------- | ------ | ------------------------- | -------
|
|
|Revenues:                                 |                                                 |                                   |        |                           |        
|License and development fees              |                                                 | $                                 | 12,035 |                           | $      
|Maintenance and other recurring           |                                                 |                                   | 21,689 |                           |        
|Professional services and other           |                                                 |                                   | 5,144  |                           |        
|                                          |                                                 |                                   |        |                           |        
|                                          | Net revenues                                    |                                   |        | 38,868                    |        
|                                          |                                                 |                                   |        |                           |        
|Cost of revenues:                         |                                                 |                                   |        |                           |        
|License and development fees              |                                                 |                                   | 1,694  |                           |        
|Maintenance and other recurring           |                                                 |                                   | 5,494  |                           |        
|Professional services and other           |                                                 |                                   | 1,933  |                           |        
|                                          |                                                 |                                   |        |                           |        
|                                          | Total cost of revenues                          |                                   |        | 9,121                     |        
|                                          |                                                 |                                   |        |                           |        
|                                          | Gross margin                                    |                                   |        | 29,747                    |        
|                                          |                                                 |                                   |        |                           |        
|Operating expenses:                       |                                                 |                                   |        |                           |        
|Sales and marketing                       |                                                 |                                   | 16,904 |                           |        
|Product development                       |                                                 |                                   | 9,863  |                           |        
|General and administrative                |                                                 |                                   | 5,013  |                           |        
|Amortization of intangibles               |                                                 |                                   | 2,645  |                           |        
|                                          |                                                 |                                   |        |                           |        
|                                          | Total operating expenses                        |                                   |        | 34,425                    |        
|                                          |                                                 |                                   |        |                           |        
|                                          |                                                 | Income (loss) from operations     |        |                           | (4,678 
|Interest income and other expense, net    |                                                 |                                   | (7,930 | )                         |        
|                                          |                                                 |                                   |        |                           |        
|                                          |                                                 | Income (loss) before income taxes |        |                           | (12,608
|Provision for (benefit from) income taxes |                                                 |                                   | (496   | )                         |        
|                                          |                                                 |                                   |        |                           |        
|                                          | Net income (loss)                               |                                   | $      | (12,112                   | )      
|                                          |                                                 |                                   |        |                           |        
|Other comprehensive income, net of tax    |                                                 |                                   |        |                           |        
|                                          | Unrealized gain (loss) on marketable securities |                                   | $      | 784                       |        
|                                          | Foreign currency translation adjustments        |                                   |        | (251                      | )      
|                                          |                                                 |                                   |        |                           |        
|                                          | Comprehensive income (loss)                     |                                   | $      | (11,579                   | )      
|                                          |                                                 |                                   |        |                           |        
|Net income (loss) per share data:         |                                                 |                                   |        |                           |        
|Basic:                                    |                                                 |                                   |        |                           |        
|Net income (loss) per share               |                                                 | $                                 | (0.35  | )                         | $      
|                                          |                                                 |                                   |        |                           |        
|Shares used in per share calculations     |                                                 |                                   | 34,650 |                           |        
|                                          |                                                 |                                   |        |                           |        
|Diluted:                                  |                                                 |                                   |        |                           |        
|Net income (loss) per share               |                                                 | $                                 | (0.35  | )                         | $      
|                                          |                                                 |                                   |        |                           |        
|Shares used in per share calculations     |                                                 |                                   | 34,650 |                           |        
|                                          |                                                 |                                   |        |                           |        

The
accompanying notes are an integral part of these condensed consolidated financial statements.

4

---



ADVENT SOFTWARE, INC.  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)

|                                                       |                                                                                          | Six Months Ended June 30,                                    |                                 
|------------------------------------------------------ | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------ | --------------------------------
|
|
|Cash flows from operating activities:                  |                                                                                          |                                                              |                                 
|                                                       | Net income (loss)                                                                        |                                                              | $                               
|                                                       | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                              |                                 
|                                                       |                                                                                          | Non-cash stock compensation                                  |                                 
|                                                       |                                                                                          | Depreciation and amortization                                |                                 
|                                                       |                                                                                          | Provision for doubtful accounts                              |                                 
|                                                       |                                                                                          | Other than temporary loss on investments                     |                                 
|                                                       |                                                                                          | (Gain) loss on investments                                   |                                 
|                                                       |                                                                                          | Deferred income taxes                                        |                                 
|                                                       |                                                                                          | Other                                                        |                                 
|                                                       |                                                                                          | Cash provided by (used in) operating assets and liabilities: |                                 
|                                                       |                                                                                          |                                                              | Accounts receivable             
|                                                       |                                                                                          |                                                              | Prepaid and other current assets
|                                                       |                                                                                          |                                                              | Accounts payable                
|                                                       |                                                                                          |                                                              | Accrued liabilities             
|                                                       |                                                                                          |                                                              | Deferred revenues               
|                                                       |                                                                                          |                                                              | Income taxes payable            
|                                                       |                                                                                          |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|Cash flows used in investing activities:               |                                                                                          |                                                              |                                 
|                                                       | Net cash used in acquisitions including payments of net assumed liabilities              |                                                              |                                 
|                                                       | Acquisition of fixed assets                                                              |                                                              |                                 
|                                                       | Purchases of other investments                                                           |                                                              |                                 
|                                                       | Proceeds from sales of other investments                                                 |                                                              |                                 
|                                                       | Purchase of short-term marketable securities                                             |                                                              |                                 
|                                                       | Sales and maturities of short-term marketable securities                                 |                                                              |                                 
|                                                       | Deposits and other                                                                       |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|Cash flows provided by (used in) financing activities: |                                                                                          |                                                              |                                 
|                                                       | Proceeds from issuance and exercise of warrants                                          |                                                              |                                 
|                                                       | Common stock repurchased                                                                 |                                                              |                                 
|                                                       | Proceeds from issuance of common stock                                                   |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|                                                       |                                                                                          |                                                              |                                 
|Net decrease in cash and cash equivalents              |                                                                                          |                                                              | (90,808                         
|Cash and cash equivalents at beginning of period       |                                                                                          |                                                              | 166,794                         
|                                                       |                                                                                          |                                                              |                                 
|Cash and cash equivalents at end of period             |                                                                                          | $                                                            | 75,986                          
|                                                       |                                                                                          |                                                              |                                 
|Supplemental disclosure of cash flow information:      |                                                                                          |                                                              |                                 
|                                                       | Cash paid for income taxes                                                               |                                                              | $                               
|                                                       |                                                                                          |                                                              |                                 
|                                                       | Unrealized loss on marketable securities, net of tax                                     |                                                              | $                               
|                                                       |                                                                                          |                                                              |                                 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

---



ADVENT SOFTWARE, INC.    NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

1.    Basis of Presentation

The condensed consolidated financial statements include the accounts of Advent Software, Inc. ("Advent") and its wholly owned subsidiaries. We have
eliminated all significant intercompany balances and transactions.

We
prepared the condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") applicable to interim financial
information. Certain information and footnote disclosures included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in these interim
statements pursuant to such SEC rules and regulations. We recommend that these interim financial statements be read in conjunction with the audited financial statements and related notes included in
our 2001 Annual Report on Form 10-K filed with the SEC. Interim results are not necessarily indicative of the results to be expected for the full year.

In
our opinion, the condensed consolidated financial statements include all adjustments necessary to present fairly the financial position and results of operations for each interim
period shown.

2.    Accounting Policies

In June 2002, we announced we would begin to offer term licenses as an alternative to the perpetual licenses we have previously sold. We recognize revenue
for term licenses ratably over the period of the contract term.

In
July 2002, the FASB issued SFAS No.146, "Accounting for Costs Associated with Exit or Disposal Activities". SFAS No. 146 nullifies the guidance of the Emerging Issues
Task Force (EITF) in EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)". Under EITF Issue No. 94-3, an entity recognized a liability for an exit cost on the date that the entity committed itself to an exit plan. In SFAS 146, the
Board acknowledges that an entity's commitment to a plan does not, by itself, create a present obligation to the other parties that meets the definition of a liability and requires that a liability
for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. It also establishes that fair value is the objective for the initial measurement of the
liability. SFAS 146 will be effective for exit or disposal activities that are initiated after December 31, 2002. We do not expect a significant impact on our financial position and
results of operations for the adoption of SFAS 146.

6

---

3.    Net Income (Loss) Per Share

|                                                                          |  | Three Months Ended June 30, |         | Six Months Ended June 30,
|------------------------------------------------------------------------- |  | --------------------------- | ------- | -------------------------
|
|
|Net income (loss)                                                         |  | $                           | (12,112 | )                        
|                                                                          |  |                             |         |                          
|Reconciliation of shares used in basic and diluted per share calculations |  |                             |         |                          
|Basic                                                                     |  |                             |         |                          
|Weighted average common shares outstanding                                |  |                             | 34,650  |                          
|                                                                          |  |                             |         |                          
|Basic net income (loss) per share                                         |  | $                           | (0.35   | )                        
|                                                                          |  |                             |         |                          
|Diluted                                                                   |  |                             |         |                          
|Weighted average common shares outstanding                                |  |                             | 34,650  |                          
|Dilutive effect of stock options                                          |  |                             |        |                          
|                                                                          |  |                             |         |                          
|Shares used in diluted net income (loss) per share calculation            |  |                             | 34,650  |                          
|                                                                          |  |                             |         |                          
|Diluted net income (loss) per share                                       |  | $                           | (0.35   | )                        
|                                                                          |  |                             |         |                          
|Antidilutive options outstanding excluded from the computation of EPS     |  |                             | 2,169   |                          

4.    Acquisitions

On February 14, 2002, we acquired Kinexus Corporation of New York, New York. Kinexus provides internal account aggregation and manual data management
services which we will use in our Advent TrustedNetwork service. The acquisition has been accounted for using the purchase method of accounting and accordingly, the purchase price has been allocated
to the tangible and intangible assets and liabilities acquired on the basis of their respective fair values on the acquisition date. The results of operations are included in the consolidated
financial statements beginning on the acquisition date. In order to further increase our deployment of Advent TrustedNetwork, we acquired Kinexus at amounts exceeding the tangible and identifiable
intangible fair values of assets and liabilities resulting in goodwill of $25.3 million.

The
total purchase price of approximately $45.5 million included cash of approximately $34 million, closing costs of $3 million and a warrant to purchase 165,176
shares of our Common Stock valued at $8.5 million. The fair value of the warrant was calculated using the Black-Scholes method using the following assumptions: fair value of common stock of
$51.34 per share, interest rate of 3%, volatility of 65.9% and a dividend rate of zero. The warrant had an exercise price of $0.01 per share, was exercised in February 2002 and had a
contractual term of one year. There is $3.8 million of additional contingent consideration that is held in escrow for 14 months, which if released will be recorded as additional
goodwill. There is also a potential earn-out distribution to shareholders of up to $115 million over the
next two years in cash or stock at the option of Advent under a formula based on revenues and expenses for the years ending December 31, 2002 and 2003, which if earned will be recorded as
additional goodwill. As of June 30, 2002, there have been no payments or accruals related to this earn-out provision.

In
the quarter ended June 30, 2002, there was an adjustment to Kinexus goodwill and liabilities assumed decreasing both by approximately $4.1 million. We reduced the
estimated liability assumed in connection with a vacant Kinexus facility located in downtown Manhattan within a few blocks of the World Trade Center site based on additional analysis on the local
commercial rental market.

7

---

The
updated allocation of the purchase price to tangible and intangible assets and liabilities is summarized below (in thousands).

Estimated Remaining
Useful Life

Adjusted Balance
June 30, 2002Goodwill



$
25,296Existing technologies

3 Years


3,900Existing technologiesinternal

2 Years


498Core technologies

3 Years


2,100Trade name/trademarks

3 Years


600Contracts and customer relationships

3 Years


9,400Tangible assets




3,593Net deferred tax assets




39,807Liabilities assumed




(39,656
)Total Purchase Price



$
45,538


Liabilities
assumed of $39.6 million include cash advances from Advent of $4.9 million, estimated change-in-control separation obligations of
$11.1 million and remaining estimated long-term lease obligations of $4.1 million. The purchase price is subject to further refinement and change over the next year due
primarily to assessing the liabilities assumed. The amount allocated to identifiable intangibles was determined based on management's estimates using established valuation techniques.

The
following pro forma supplemental information presents selected financial information as though the purchase of Kinexus had been completed as of the beginning of the periods being
reported on and after giving effect to purchase accounting adjustments. The pro forma consolidated net income (loss) include certain pro forma adjustments, primarily the amortization of identifiable
intangible assets, tax provision (benefit) adjustments on pro forma pre-tax income (loss) at a statutory tax rate of 41% and the elimination of interest income on cash used in the
acquisition. The pro forma consolidated information below does not include acquisitions completed in 2001 as they were not material (in thousands, except earnings per share):

|                                    |  | Three Months Ended June 30, |         | Six Months Ended June 30,
|----------------------------------- |  | --------------------------- | ------- | -------------------------
|
|Revenue                             |  | $                           | 38,868  |                          
|Net income (loss)                   |  | $                           | (12,112 | )                        
|Basic net income (loss) per share   |  | $                           | (0.35   | )                        
|Diluted net income (loss) per share |  | $                           | (0.35   | )                        

8

---

5.    Other Assets

Components of other assets were as follows (in thousands):

|                             |  | Weighted-Average
Amortization Period |  | June 30,
2002 |         | December 31,
2001
|---------------------------- |  | ------------------------------------ |  | ------------- | ------- | -----------------
|Goodwill                     |  |                                      |  | $             | 38,405  |                  
|Purchased technologies       |  | 4.4 years                            |  |               | 15,000  |                  
|Customer relationships       |  | 4.2 years                            |  |               | 17,971  |                  
|Other intangibles            |  | 4.6 years                            |  |               | 950     |                  
|Deferred tax assets          |  |                                      |  |               | 39,417  |                  
|Long-term equity investments |  |                                      |  |               | 14,791  |                  
|Other                        |  |                                      |  |               | 16,197  |                  
|                             |  |                                      |  |               |         |                  
|                             |  |                                      |  | $             | 142,731 |                  
|                             |  |                                      |  |               |         |                  

Interest
income and other expense includes a charge of approximately $9 million during the quarter ended June 30, 2002 related to the write-down of our
long-term equity investments, primarily our investment in Encompys, Inc. In May 2002, the Board of Directors of Encompys, Inc. informed us that it has decided to sell
the assets of Encompys or wind down operations. Encompys was formed in April 2001 by Accenture, Microsoft, Compaq and the Bank of New York to provide an Internet-based
straight-through-processing solution for the global asset management community.

We
recorded a benefit from income taxes of approximately $500,000 in the second quarter of 2002. This rate varies from the statutory rate primarily due to the write-off of Encompys,
which is a capital loss and is only deductible to offset capital gains, which we do not anticipate. We anticipate an effective tax rate of 35% for the full fiscal year; however, our actual effective
tax rate for the entire fiscal year could vary substantially depending on actual results achieved. We had an effective tax rate of 34% for fiscal year 2001.

We
adopted Statement of Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other Intangible Assets" in the first fiscal quarter of 2002. SFAS 142
supercedes Accounting Principles Board Opinion No. 17 "Intangible Assets" and discontinues the amortization of goodwill. SFAS 142 primarily addresses the accounting for goodwill and
intangible assets subsequent to their initial recognition. The provisions of SFAS 142 (1) prohibit the amortization of goodwill and indefinite-lived intangible assets, (2) require
that goodwill and indefinite-lived intangibles assets be tested annually for impairment (and in interim periods if certain events occur indicating that the carrying value of goodwill and/or
indefinite-lived intangible assets may be impaired), (3) require that reporting units be identified for the purpose of assessing potential future impairments of goodwill, and (4) remove
the forty-year limitation on the amortization period of intangible assets that have finite lives.

SFAS 142
requires that goodwill be tested annually for impairment using a two-step process. The first step of the goodwill impairment test, used to identify potential
impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit
is considered not impaired, thus the second step of the impairment test is unnecessary. The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the
implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an
impairment loss shall be recognized in an amount equal to that excess. The implied fair value of goodwill shall be determined by allocating the fair value of a reporting unit to all of the assets and
liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid
to acquire the reporting unit. During the second quarter of 2002, we completed this first step of the transitional goodwill impairment test measured as of January 1, 2002.

9

---

This first test did not indicate impairment and, therefore, no changes were made based on the outcome of this testing. The second step of the transitional impairment test is not required.

The
changes in the carrying value of goodwill and intangible assets for the six months ended June 30, 2002 were as follows (in thousands):

|                                  |  | Gross |        | Accumulated
Amortization |   | Net    |  
|--------------------------------- |  | ----- | ------ | ------------------------ | - | ------ | -
|Goodwill                          |  |       |        |                          |   |        |  
|Balance at December 31, 2001      |  | $     | 15,946 |                          | $ | (3,296 | )
|Additions                         |  |       | 30,414 |                          |   |       |  
|Acquisition and other adjustments |  |       | (4,659 | )                        |   |       |  
|                                  |  |       |        |                          |   |        |  
|Balance at June 30, 2002          |  | $     | 41,701 |                          | $ | (3,296 | )
|                                  |  |       |        |                          |   |        |  
|Intangibles                       |  |       |        |                          |   |        |  
|Balance at December 31, 2001      |  | $     | 26,393 |                          | $ | (4,718 | )
|Additions                         |  |       | 16,500 |                          |   |       |  
|Amortization                      |  |       |       |                          |   | (4,512 | )
|Other adjustments                 |  |       | 258    |                          |   |       |  
|                                  |  |       |        |                          |   |        |  
|Balance at June 30, 2002          |  | $     | 43,151 |                          | $ | (9,230 | )
|                                  |  |       |        |                          |   |        |  

Additions
to goodwill include $29.4 million related to the acquisition of Kinexus in February 2002, a net $0.8 million adjustment to the purchase price of our
Scandinavian subsidiaries and $0.2 million additional consideration paid to the former NPO stockholders in connection with performance based earn-outs. The $30.4 million of
acquisition and other adjustments are primarily the result of a revaluation of an assumed liability for a lease of a vacant Kinexus facility located in downtown Manhattan within a few blocks of the
World Trade Center site.

As
of June 30, 2002, the estimated intangibles amortization expense for each calendar year ended December 31 is: $9.9 million for 2002; $10.3 million for
2003; $9.9 million for 2004; $5.1 million for 2005; $2.4 million for 2006; and $0.6 million thereafter. As the acquisitions of Techfi Corporation and the Greek distributor
were not completed as of June 30, 2002, these amortization amounts do not include amortization of intangibles for these two companies.

10

---

Net
income (loss) on a pro forma basis, excluding goodwill amortization expense, would have been as follows (in thousands, except per share data):

|                                |                                        | Three months ended
June 30, |   | Six months ended
June 30,
|------------------------------- | -------------------------------------- | --------------------------- | - | -------------------------
|
|Net income (loss)               |                                        |                             |   |                          
|                                | Reported net income (loss)             |                             | $ | (12,112                  
|                                | Add: goodwill amortization, net of tax |                             |   |                         
|                                |                                        |                             |   |                          
|                                | Adjusted net income (loss)             |                             | $ | (12,112                  
|                                |                                        |                             |   |                          
|Basic income (loss) per share   |                                        |                             |   |                          
|                                | Reported net income (loss)             |                             | $ | (0.35                    
|                                | Goodwill amortization                  |                             |   |                         
|                                |                                        |                             |   |                          
|                                | Adjusted net income (loss)             |                             | $ | (0.35                    
|                                |                                        |                             |   |                          
|                                | Shares used in per share calc          |                             |   | 34,650                   
|Diluted income (loss) per share |                                        |                             |   |                          
|                                | Reported net income (loss)             |                             | $ | (0.35                    
|                                | Goodwill amortization                  |                             |   |                         
|                                |                                        |                             |   |                          
|                                | Adjusted net income (loss)             |                             | $ | (0.35                    
|                                |                                        |                             |   |                          
|                                | Shares used in per share calc          |                             |   | 34,650                   

6.    Stock Related

In March 2001, Advent's Board of Directors authorized the repurchase of up to one million shares of outstanding common stock. On May 8, 2002 and
June 28, 2002, the Board of Directors authorized the repurchase of an additional one million and two million shares, respectively. A total of 430,000 shares were repurchased in 2001.
During the six months ended June 30, 2002, Advent repurchased 1,455,000 shares at an average price of $22.90 per share. The purchases may be made, from time to time, on the open market or in
privately negotiated transactions and will be funded from available working capital. The repurchase program will allow us to help manage the dilution of our shares from our employee stock programs.

In
February and May 2002, the Board of Directors and the stockholders, respectively, approved the 2002 Stock Plan which includes an "evergreen" provision which adds an annual
increase to the plan on the last day of the Company's fiscal year beginning in 2002 equal to the lesser of (i) 1,000,000 shares, (ii) 2% of the Company's outstanding shares on such date,
or (iii) a lesser number of shares determined by the Board of Directors. The plan allows for the grant of options to purchase Common Stock to employees and consultants under substantially the
same terms as the 1992 Stock plan described in our Annual Report on Form 10-K for the year ended December 31, 2001.

7.    Commitments and Contingencies

A European distributor and its subsidiaries that operate in certain European locations have the exclusive right to sell our software in the European Union,
excluding certain locations, until July 1, 2004 subject to achieving certain revenue levels. During this period the distributor also has the contingent right to require us to purchase any one
or any group of their subsidiaries. Our requirement to purchase is contingent upon the distributor achieving specified operating margins greater than 20% and specified customer satisfaction criteria.
The purchase price would be two times the preceding twelve months total revenue of the purchased subsidiaries plus potential additional consideration equal to 50% of operating margins greater than 20%
that are achieved in the two years subsequent to our acquisition. In addition, Advent has the right to purchase any one or any group of the distributor's

11

---

subsidiaries under certain conditions. In the event these rights are exercised by Advent or the distributor, the purchase of these subsidiaries would principally result in an increase in intangible
assets, goodwill and amortization of intangible assets. See Note 8 for further information on the purchase of the European distributor's Greek subsidiary.

Our
operating lease commitments after 2001 increased to $82 million for the years 2002 through 2012, cumulatively, primarily due to a new operating lease for additional facilities
in San Francisco signed in 2002 and leases assumed in connection with the Kinexus acquisition. Approximately $8 million related to vacant Kinexus facilities was originally included in net
liabilities assumed in February 2002. The recorded liability was later reduced by approximately $4 million in the quarter ended June 30, 2002 based on additional analysis on the
local commercial rental market.

On
November 8, 2001, Charles Schwab & Co, Inc. ("Schwab") filed suit against us alleging claims for declaratory relief, anticipatory breach of contract and breach of
the covenant of good faith and fair dealing, arising from our intention to cease maintenance of an existing software interface that allows institutional investment customers to download data received
from Schwab's systems into our software product used by the investment customers. We intended to cease maintenance of the existing interface and to transition to a new, and what we believe to be
improved, software interface (the "Advent Custodial Data" or "ACD" system).

On
May 6, 2002, we filed our answer to Schwab's complaint and filed a cross-complaint against Schwab for tortious interference with contractual relations, tortious interference
with prospective business
advantage, unfair competition in violation of the California Business and Professions Code, and common law unfair competition, arising from Schwab's intention to hire a third-party software firm to
use Advent documentation to create a substitute for the point-to-point interface. See Note 8 for further information.

From
time to time we are subject to various other legal proceedings, claims and litigation arising in the ordinary course of business. We do not expect that the ultimate costs to resolve
these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

8.    Subsequent Events

In July 2002, we purchased all of the outstanding stock of Techfi Corporation for approximately $23.5 million in cash and acquisition costs and
70,000 option shares valued at approximately $2 million. The options were valued using the Black-Scholes method to determine fair value, have an exercise price of $17.39 per share, vest over
5 years, and expire in August 2012. Techfi was a privately held software, technology and services provider to the financial intermediary market. We expect to take a one-time
write-off for in-process research and development of approximately $1.7 million during the third quarter of 2002, related to this acquisition.

In
August 2002, in accordance with our European distributor agreement (see Note 6), we agreed to purchase all the outstanding shares of an independent Greek distributor,
Advent Hellas for approximately $6.6 million in cash and acquisition costs. In addition, in connection with this acquisition, we agreed to pay 50% of operating margins that exceed 20% for each
of two one-year periods beginning September 1, 2002.

On
July 22, 2002, we settled our dispute with Schwab (see Note 7). Pursuant to the settlement agreement, Advent will extend maintenance of the
point-to-point interface for licensed users through December 30, 2004 to be paid for by the licensed users. Concurrent with maintenance of the
point-to-point interface, Advent and Schwab will fully support and continue to offer ACD service and will work together to further enhance the Schwab ACD interface. Advent and
Schwab will cooperate to create an orderly transition from the point-to-point interface to ACD by year end 2004. Finally, Advent's ACD pricing for Schwab customers will not
differ based on the custodial relationship of the advisor, and Schwab will not develop a substitute for the point-to-point interface. For additional information, please see
Part II, Item 1.

In
July 2002, we repurchased an additional 900,000 shares under our stock repurchase program at an average price of $18.15 per share.

12

---



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

You should read the following discussion in conjunction with our consolidated financial statements and related notes. Except for historical information, the
following discussion contains forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934. These
forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our anticipated product offerings, gross margins and operating costs and expenses. Our
actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those discussed in the forward-looking
statements include, but are not limited to, those discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Other Factors Which May Affect Future
Operations and Forward-Looking Statements" and elsewhere in this document as well as other information set forth in our Form 10-K for the year ended December 31, 2001, and
other documents we file from time to time with the Securities and Exchange Commission.

Accounting Policies

In June 2002, we announced we would begin to offer term licenses as an alternative to the perpetual licenses we have previously sold. We recognize revenue
for term licenses ratably over the period of the contract term.

In
July 2002, the FASB issued SFAS No.146, "Accounting for Costs Associated with Exit or Disposal Activities". SFAS No. 146 nullifies the guidance of the Emerging Issues
Task Force (EITF) in EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)". Under EITF Issue No. 94-3, an entity recognized a liability for an exit cost on the date that the entity committed itself to an exit plan. In SFAS 146, the
Board acknowledges that an entity's commitment to a plan does not, by itself, create a present obligation to the other parties that meets the definition of a liability and requires that a liability
for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. It also establishes that fair value is the objective for the initial measurement of the
liability. SFAS 146 will be effective for exit or disposal activities that are initiated after December 31, 2002. We do not expect a significant impact on our financial position and
results of operations for the adoption of SFAS 146.

Acquisitions

On February 14, 2002, we acquired Kinexus Corporation of New York, New York. Kinexus provides internal account aggregation and manual data management
services which we will use in our Advent TrustedNetwork service. The acquisition has been accounted for using the purchase method of accounting and accordingly, the purchase price has been allocated
to the tangible and intangible assets and liabilities acquired on the basis of their respective fair values on the acquisition date. In order to further increase our deployment of Advent
TrustedNetwork, we acquired Kinexus at amounts exceeding the tangible and identifiable intangible fair values of assets and liabilities resulting in goodwill of $25.3 million.

The
total purchase price of approximately $45.5 million included cash of approximately $34 million, closing costs of $3 million and a warrant to purchase 165,176
shares of our Common Stock valued at $8.5 million. The fair value of the warrant was calculated using the Black-Scholes method using the following assumptions: Fair value of common stock of
$51.34 per share, interest rate of 3%, volatility of 65.9% and a dividend rate of zero. The warrant had an exercise price of $0.01 per share and was exercised in February 2002. There is
$3.8 million of additional contingent consideration that is

13

---

held in escrow for 14 months, which if released will be recorded as additional goodwill. There is also a potential earn-out distribution to shareholders of up to
$115 million over the next two years in cash or stock at the option of Advent under a formula based on revenue and expenses measured based on the years ended December 31, 2002 and 2003,
which if earned will be recorded as additional goodwill. As of June 30, 2002, there have been no payments or accruals related to this earn-out provision.

In
the quarter ended June 30, 2002, there was an adjustment to Kinexus goodwill and liabilities assumed decreasing both by approximately $4.1 million. We reduced the
estimated liability assumed in connection with a vacant Kinexus facility located in downtown Manhattan within a few blocks of the World Trade Center site based on additional analysis on the local
commercial rental market.

The
updated allocation of the purchase price to tangible and intangible assets and liabilities is summarized below (in thousands).

Estimated Remaining
Useful Life

Adjusted Balance
June 30, 2002Goodwill



$
25,296Existing technologies

3 Years


3,900Existing technologiesinternal

2 Years


498Core technologies

3 Years


2,100Trade name/trademarks

3 Years


600Contracts and customer relationships

3 Years


9,400Tangible assets




3,593Net deferred tax assets




39,807Liabilities assumed




(39,656
)Total Purchase Price



$
45,538


Liabilities
assumed of $39.6 million include cash advances from Advent of $4.9 million, estimated change-in-control separation obligations of
$11.1 million and remaining estimated long-term lease obligations of $4.1 million. The purchase price is subject to further refinement and change over the next year due
primarily to assessing the liabilities assumed. The amount allocated to intangibles was determined based on management's estimates using established valuation techniques.

In
July 2002, we agreed to purchase of all outstanding stock of Techfi Corporation ("Techfi") for approximately $23.5 million in cash and acquisition costs and 70,000
option shares valued at approximately $2 million. Techfi was a privately held software, technology and services provider to the financial intermediary market. We expect to take a
one-time write-off for in-process research and development of approximately $1.7 million during the third quarter of 2002, related to this acquisition.

In
August 2002, we agreed to purchase all the outstanding shares of a Greek distributor (seeDistributor Relationshipbelow),
Advent Hellas for approximately $6.6 million in cash and acquisition costs. In addition, in connection with this acquisition, we agreed to pay 50% of operating margins that exceed 20% for each
of the two one-year periods beginning September 1, 2002.

Distributor Relationship

We rely on a number of strategic alliances to help us achieve market acceptance of our products and to leverage our development, sales, and marketing resources.
In 1998 we established one such relationship with a company in Scandinavia to distribute our products within Scandinavia. In the third quarter of 1999, this distributor formed Advent Europe. Advent
Europe and its subsidiaries have the exclusive right to distribute our software in the European Union, excluding certain locations, until July 1, 2004 subject to achieving certain revenue
levels. Incorporated in The Netherlands, Advent Europe is an independent entity which is not financially backed by us and is entirely capitalized by

14

---

independent third party investors. It makes tax and language modifications to Advent Office to fit the various needs of the local jurisdictions and then markets and licenses the Advent Office suite
and related services. All transactions between Advent Europe and us are transacted in U.S. dollars and are arms length transactions. Revenue from sales to this distributor is recognized when the
distributor submits a signed contract, the product has been delivered, the fee is fixed and determinable, and the resulting receivable is reasonably assured. Our revenues from this distributor in each
of the three years ended December 31, 2001, 2000, and 1999 and in the quarters ended March 31, 2002 and June 30, 2002, were less than 4% of our total net revenue.

Through
July 1, 2004, subject to achieving certain revenue levels, Advent Europe also has the contingent right to require us to purchase any one or any group of their
subsidiaries. Our requirement to purchase is contingent upon the distributor achieving specified operating margins in excess of 20% as well as customer satisfaction criteria as specified in the
agreement. The purchase price would be two times the preceding twelve months total revenue of the purchased subsidiaries plus an earn-out equal to 50% of operating margins that exceed 20%
for the two years after the acquisition. In addition, we have the right to purchase any one or any group of the distributor's subsidiaries under certain conditions. In the event these rights are
exercised by us or the distributor, the purchase of these subsidiaries would principally result in an increase in intangible assets, goodwill and amortization of intangible assets. In
November 2001, we acquired three of Advent Europe's companies located in Norway, Sweden, and Denmark. During the six months ended June 30, 2002, a net $0.8 million was paid in
connection with an adjustment to the original purchase price for these three Scandinavian subsidiaries. In addition to the purchase price paid for these three companies, there is potential additional
consideration equal to 50% of operating margins greater than 20% that are achieved in the two years subsequent to our acquisition of these companies as described above. As of June 30, 2002, no
additional potential consideration has been earned or paid.

Results of Operations

REVENUES

Our net revenues are made up of three components: license and development fees, maintenance and recurring, and professional services and other. Our net revenues
for the second quarter ended 2002 decreased 7% to $38.9 million, compared with net revenues of $41.9 million for the same period in 2001. This primarily reflects a decrease in license
revenue and development fees.    The decrease can be attributed to a number of potential license transactions not being signed during the quarter. The target clients for our products
include a range of financial services organizations that manage investment portfolios, including investment advisors, brokerage firms, banks and hedge funds. In addition, we target corporations,
public funds, universities and non-profit organizations, which also manage investment portfolios and have many of the same needs. The success of many of our clients is intrinsically linked
to the health of the financial markets. We believe that the demand for our products was negatively affected by the current economic environment and downturns in the financial markets. Although we have
not been historically affected by the slowing economy, these factors impacted our results for the three months ended June 30, 2002.

Net
revenues for the six months ended June 30, 2002 increased 12% to $88 million, compared with net revenues of $78 million for the same period in 2001, primarily
due to increases in our maintenance and other recurring revenues.

License Revenue and Development Fees.License revenue and development fees for the second quarter of
2002 decreased 42% to $12 million compared with license revenue and development fees of $20.6 million for the second quarter of 2001. License revenue and development fees for the six
months ended June 30, 2002 decreased 7% to $35 million, compared with $37.6 million for the same period in 2001. These decreases in license and development fees were primarily due
to decreased sales of the

15

---

Advent Office suite of products during the second quarter of 2002. Sales of these products decreased principally due to the impact of current economic conditions and the slowing economy on the
financial services clients.

Maintenance and Other Recurring Revenues.Maintenance and other recurring revenues for the second
quarter of 2002 increased 33% to $21.7 million, compared with maintenance and other recurring revenue of $16 million for the second quarter of 2001. Maintenance and other recurring
revenues for the six months ended June 30, 2002 increased 38% to $43.2 million, compared with $31.2 million for the same period in 2001. These increases were primarily due to an
increase in the client base and higher average maintenance fees as clients selected more components for a full feature, multi-product solution and expanded the number of users and sites licensing our
software. Revenue associated with our
acquisition of Kinexus and increased demand for pricing data and data services associated with our Wealth Management Solutions also contributed to the increases in maintenance and other recurring
revenues.

Professional Services and Other Revenues.Professional services and other revenues for the second
quarter of 2002 remained relatively flat at $5.1 million, compared with $5 million for the same period in 2001. Professional services and other revenues for the six months ended
June 30, 2002, also remained relatively flat at $9.8 million as compared with $9.7 million for the same period in 2001. This revenue includes additional services revenue earned
through our newly acquired subsidiary, Kinexus, partially offset by a decrease in the demand for our other professional services.

COST OF REVENUES

Our cost of revenues is made up of three components: cost of license and development fees, cost of maintenance and other recurring and cost of professional
services and other. Our cost of revenues for the second quarter of 2002 increased 25% to $9 million compared with cost of revenues of $7.3 million for the second quarter of 2001. Cost of
revenues for the six months ended June 30, 2002, increased 25% to $17.8 million compared with $14.2 million for the same period in 2001. Cost of revenues as a percentage of net
revenues increased to 23% from 17% for the three months ended June 30, 2002 and 2001, respectively, and to 20% from 18% for the six months ended June 30, 2002 and 2001, respectively.

Cost of License and Development Fees.Cost of license and development fees revenue consists primarily
of the cost of product media and duplication, manuals, packaging materials, the fixed direct labor involved with producing and distributing our software; labor costs associated with generating
development fees; and royalties paid to third parties. Cost of license and development fees will fluctuate between periods due to the mix of license and development fee revenues. Cost of license and
development fees increased 3% to $1.7 million in the second quarter of 2002 from $1.6 million in the second quarter of 2001 and 11% to $3.5 million for the six months ended
June 30, 2002 compared with $3.1 million for the same period of 2001. The increase in cost of license and development fees is directly related to the product mix in license and
development fees revenue. Cost of license and development fees as a percentage of the related revenues increased to 14% from 8% for the three months ended June 30, 2002 and 2001, respectively,
and to 10% from 8% for the six months ended June 30, 2002 and 2001, respectively. The increase as a percentage of revenue is primarily due to product mix and the fixed costs associated with our
product distribution combined with a decrease in revenues for the three months ended June 30, 2002.

Cost of Maintenance and Other Recurring.Cost of maintenance and other recurring revenues are
primarily comprised of the direct costs of providing technical support and other services for recurring revenues, the engineering costs associated with product updates and royalties paid to third
party subscription-based and transaction-based vendors. Cost of maintenance and other recurring revenues increased 34% to $5.5 million for the second quarter of 2002 from $4.1 million
for the second quarter

16

---

of 2001 and increased 35% to $10.8 million for the six months ended June 30, 2002, compared with $8 million for the same period in 2001. These increases were due to additional
staffing required to support an increasing customer base, continued interface development and increased royalties paid to third party subscription-based and transaction-based vendors. Cost of
maintenance and other recurring revenues as a percentage of the related revenues remained stable at 25% for the second quarter of 2002 and 2001. Cost of maintenance and other recurring revenues as a
percentage of revenue remained relatively flat at 25% in the six months ended June 30, 2002 as compared with 26% for the same time period in 2001.

Cost of Professional Services and Other.Cost of professional services revenue primarily consists of
personnel related costs associated with the client services and support organization in providing consulting, custom report writing, and conversions of data from clients' previous systems. To the
extent that such personnel are not fully utilized in consulting, training, conversion or custom report writing projects, they are utilized for pre-sales, marketing and engineering
activities and the related costs are charged to operating expenses. Cost of professional services and other revenue increased 25% to $1.9 million for the second quarter of 2002, compared with
$1.5 million for the same period in 2001. Cost of professional services and other revenue increased 13% to $3.5 million for the six months ended June 30, 2002, compared with
$3.1 million for the same time period in 2001. These increases are primarily due to changes in product mix. Cost of professional services and other as a percentage of the related revenues
increased 7% to 38% for the second quarter of 2002, compared with 31% for the same period in 2001 and increased 4% to 36% for the six months ended June 30, 2002, compared with 32% for the same
period in 2001. These increases are due to changes in product mix.

OPERATING EXPENSES

Sales and Marketing.Sales and marketing expenses consist primarily of the cost of personnel involved
in the sales and marketing process, sales commissions, advertising and promotional materials, sales facilities expense, trade shows and seminars. Our sales and marketing expenses for the second
quarter of 2002 increased 31% to $17 million, compared with sales and marketing expenses of $13 million for the second quarter of 2001 and increased 29% to $32.2 million for the
six months ended June 30, 2002, compared with $24.9 million for the same time period in 2001. The increase in expense was primarily due to an increase in sales and marketing personnel,
additional personnel related to our Kinexus acquisition and increased sales and marketing in our core markets as well as in marketing efforts towards Advent TrustedNetwork and Wealthline. Sales and
marketing expenses as a percentage of net revenues increased 12% to 43% in the second quarter compared with 31% in the same period in 2001 and increased 5% to 37% for the six months ended
June 30, 2002, compared with 32% for the same period in 2001. The increase as a percentage of revenue was primarily due to increased expenses combined with a decrease in revenues during the
three months ended June 30, 2002.

Product Development.Research and development expenses consist primarily of salary and benefits for
our development staff as well as contractors fees and other costs associated with the enhancements of existing products and services and development of new products and services. Costs associated with
product updates are included in cost of maintenance and other recurring revenue. Our product
development expenses for the second quarter of 2002 increased 59% to $9.8 million, compared with product development expenses of $6.2 million for the second quarter of 2001 and expenses
for the six months ended June 30, 2002 increased 56% to $18.9 million, compared with $12.1 million for the same period in 2001. Product development expenses increased primarily
due to a growth in personnel as we increased our product development efforts to accelerate the rate of product enhancements and new product introductions, both released and unreleased, in connection
with Geneva, Advent Office and Wealth Management solutions, such as Wealthline and Advent TrustedNetwork. We also had additional personnel costs related to our Kinexus acquisition. Product development
expenses also increased as a

17

---

percentage of net revenues to 25% for the second quarter of 2002 compared to 15% in the second quarter of 2001 and increased to 22% from 15% for the six months ended June 30, 2002 and 2001,
respectively. The increase as a percentage of revenue was primarily due to increased development expenses combined with a decrease in revenues during the three months ended June 30, 2002.

General and Administrative.General and administrative expenses consist primarily of personnel costs
for finance, administration, operations and general management, as well as legal and accounting expenses. Our general and administrative expenses for the second quarter of 2002 increased 49% to
$5 million compared with general and administrative expenses of $3.3 million for the second quarter of 2001 and increased 42% for the six months ended June 30, 2002 to
$9.8 million compared to $6.9 million for the same period in 2001. The increase was primarily due to increased number of personnel and related costs required to support the growth and
increasing complexities of our business, an increase in personnel related to our Kinexus acquisition and an increase in legal fees. General and administrative expenses as a percentage of net revenues
increased to 13% in the second quarter of 2002 from 8% in the same period in 2001 and increased to 11% for the six months ended June 30, 2002 compared with 9% for the same period in 2001. The
increase as a percentage of revenue was primarily due to increased expenses combined with a decrease in revenues during the three months ended June 30, 2002.

Amortization of Intangibles.This amortization is based on the intangibles acquired in connection
with our acquisitions. We typically record goodwill and other intangibles based on the application of established valuation techniques using our estimates of market potential, product introductions,
technology trends, and any other relevant cash flow assumptions. We periodically assess our estimates related to the valuation model to determine if assets acquired have been impaired. If we determine
that there has been impairment, there could be additional charges to income. In accordance with FAS 142 issued in July 2001, we did not record any amortization of goodwill in the first
and second quarters of 2002. We recorded amortization of other intangibles totaling $2.6 million in the second quarter of 2002 compared with $1.4 million in the second quarter of 2001
and $4.5 million for the six months ended June 30, 2002 compared with $2.1 million for the same time period in 2001. The increase is attributed to the acquisitions of Kinexus, Rex
Development Partners L.P., three Scandinavian distributors, and NPO Solutions, Inc.

INTEREST AND OTHER EXPENSE, NET

Interest and other expense, net consists primarily of interest income, as well as interest expense, realized gains and losses on investments that are other than
temporary, and miscellaneous non-operating income and expense items. Interest and other expense, net was a net expense of $7.9 million in the second quarter of 2002, compared with a
net income of $1.6 million for the same period in 2001. Interest and other expense, net was a net expense of $6.3 million for the six months ended June 30, 2002, compared with a
net income totaling $3.3 million for the same period of 2001. The increase in expense is primarily the result of a charge of $9.2 million for other-than-temporary
loss, mainly due to the write off our investment in Encompys, Inc. In May 2002, the Board of Directors of Encompys, Inc. informed us that it had decided to sell the assets of
Encompys and wind down the operations. Encompys was formed in April 2001 by Accenture, Microsoft, Compaq and the Bank of New York to provide an Internet-based straight-through-processing
solution for the global asset management community.

PROVISION FOR INCOME TAXES

We recorded a benefit from income taxes of approximately $500,000 in the second quarter. This rate varies from the statutory rate primarily due to the
write-off of Encompys, which is a capital loss and is only deductible to offset capital gains, which we do not anticipate. We anticipate an effective tax rate of 35% for the full fiscal
year; however, our actual effective tax rate for the entire fiscal year could

18

---

vary substantially depending on actual results achieved.    We had an effective tax rate of 34% for fiscal year 2001.

Liquidity and Capital Resources

Our cash, cash equivalents and short-term marketable securities at June 30, 2002 were $214.4 million, decreasing by $74.2 million
from $288.6 million at December 31, 2001. The decrease was primarily due to payments made in connection with the Kinexus acquisition, including a $34 million cash purchase price,
$3 million in closing costs, $3.8 million of additional contingent consideration to be held in escrow for 14 months, $11.1 million for
change-in-control separation payments and approximately $8 million in payments for other assumed Kinexus liabilities, as well as $33 million for the repurchase of
stock, partially offset by $21 million in cash generated from operations.

The
net cash of $21 million provided by operating activities for the six months ended June 30, 2002 was primarily due to net income excluding non-cash items
such as depreciation, amortization and the other-than-temporary losses from investments and a decrease in accounts receivable.

Net
cash used in investing activities of $92 million for the six months ended June 30, 2002, is primarily due to $62 million paid in connection with the purchase of
Kinexus and other purchase price adjustments, net acquisition of short-term marketable securities totaling $16 million, $10 million in purchases of other investments and
$3 million for the acquisition of fixed assets.

Financing
activities used $20 million for the six months ended June 30, 2002 primarily due to the repurchase of common stock in the amount of $33 million partially
offset by $13 million in proceeds from the exercise of stock options and the issuance of stock under the Employee Stock Purchase Plan.

At
June 30, 2002, we had $221.8 million in working capital. We currently have no significant capital commitments other than commitments under our operating leases. Our
operating lease commitments after 2001 have increased to $82 million for the years 2002 through 2012, cumulatively, primarily due to leases assumed in connection with the Kinexus acquisition
and a new operating lease for additional facilities in San Francisco in signed in 2002.

At
June 30, 2002 and December 31, 2001, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited
purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Our
principal source of liquidity is our operating cash flows, which are dependent upon continued market acceptance of our products and services. We believe that our available sources of
funds and anticipated cash flows from operations will be adequate to finance current operations and anticipated capital expenditures for at least the next twelve months.

Other Factors Which May Affect Future Operations

Investors should carefully consider the risks described below before making an investment decision. In addition, these risks are not the
only ones we face. Additional risks we are not presently aware of or that we currently believe are immaterial may also impair our business operations. Our business could be harmed by any of these
risks. The trading price of our common stock could decline due to any of these risks.

19

---

Our Operating Results Fluctuate Significantly and We May Not Be Able to Maintain Our Existing Growth Rates.

Licenses into multi-user networked environments have increased both in individual size and number, and the timing and size of individual license
transactions are becoming increasingly important factors in quarterly operating results. The sales cycles for these transactions are often lengthy and unpredictable. We may not be successful in
closing large license transactions such as these on a timely basis or at all. Accordingly, because revenues from large licenses are increasing as a portion of our net revenues, the timing of such
licenses could cause additional variability in our quarterly operating results. Software product backlog at the beginning of any quarter typically represents only a small portion of that quarter's
expected revenues. Our expense levels are based in significant part on our expectations of future revenues and therefore are relatively fixed in the short term. Due to the fixed nature of these
expenses combined with the relatively high gross margin historically achieved by us on products and services, an unanticipated decline in net revenues in any particular quarter is likely to
disproportionately adversely affect our operating results.

We
have often recognized a substantial portion of each quarter's license revenues in the last month, weeks or even days of that quarter. As a result, the magnitude of quarterly
fluctuations in revenue or earnings may not be evident until late in or after the close of a particular quarter and a disruption late in the quarter may have a disproportionately large negative impact
on our quarterly results.

In
June 2002, we announced that we would begin to offer term licenses as an alternative to the perpetual licenses we have previously sold. Although we believe that this will give
us more predictable revenue in the long term, it may potentially decrease our revenues in the short term as some clients make the shift from perpetual to term and therefore we recognize less revenue
at the beginning of the contract.

Because
of the above factors, we believe that period-to-period comparisons of our operating results are not necessarily meaningful and that these comparisons
cannot be relied upon as indicators of future performance.

Our
stock price has fluctuated significantly since our initial public offering in November 1995. Like many companies in the technology and emerging growth sector, our stock price
may be subject to wide fluctuations, particularly during times of high market volatility. If net revenues or earnings in any quarter fail to meet the investment community's expectations, our stock
price is likely to decline. In addition, our stock price may be affected by trends in the financial service sector and by broader market trends unrelated to our performance.

Our Sales Cycle Is Long and We Have Limited Ability to Forecast the Timing and Amount of Specific Sales.

Because the purchase of our software products often requires significant, executive-level investment and systems architecture decisions by prospective customers,
we must generally engage in a relatively lengthy sales effort. These transactions may be delayed during the customer decision process because we must provide a significant level of education to
prospective customers regarding the use and benefit of our products. As a result, the sales cycle associated with the purchase of our software products is typically between two and twelve months
depending upon the size of the client, though it can be considerably longer, and is subject to a number of significant risks over which we have little or no control, including customers' budgeting
constraints and internal selection procedures, among other factors. As a result of a lengthy and unpredictable sales cycle, we have limited ability to forecast the timing and amount of specific sales.
The timing of large individual sales is especially difficult to forecast. As a result, there can be no assurance that we will be successful in closing large license transactions on a timely basis or
at all. In addition, customers may postpone their purchases of our

20

---

existing products or product enhancements in advance of the anticipated introduction of new products or product enhancements by us or our competitors or due to economic conditions. Because our
expenses are generally relatively fixed in the near term, any shortfall from anticipated revenues could result in significant variations in our operating results from quarter to quarter.

We Depend Heavily on Our Product, Axys.

In 2001, 2000, and 1999, we derived a majority of our net revenues from the licensing of Axys, part of our Advent Office suite, and related applications and
services. In addition, many of our other applications, such as Moxy, Qube and various data interfaces were designed to operate with Axys to provide an integrated solution. As a result, we believe that
a majority of our net revenues, for the foreseeable future, will depend upon continued market acceptance of Axys, enhancements or upgrades to Axys and related products and services.

We Depend upon Financial Markets.

The target clients for our products include a range of organizations that manage investment portfolios, including investment advisors, brokerage firms, banks and
hedge funds. In addition, we target corporations, public funds, universities and non-profit organizations, which also manage investment portfolios and have many of the same needs. The
success of many of our clients is intrinsically linked to the health of the financial markets. We believe that demand for our products could be disproportionately affected by fluctuations,
disruptions, instability or downturns in the financial markets which may cause clients and potential clients to exit the industry or delay, cancel or reduce any planned expenditures for investment
management systems and software products. In addition, a slowdown in formation of new investment firms or a decline in the growth of assets under management would cause
a decline in demand for our products. Any resulting decline in demand for our products could have a material adverse effect on our business and results of operations.

Difficulties in Integrating Our Acquisitions Could Adversely Impact Our Business and We Face Risks Associated With Potential Acquisitions, Investments or Divestitures.

In 2001, we completed acquisitions of Rex Development Partners, L.P., NPO Solutions, Inc., certain assets of ManagerLink.com LLC and our Scandinavian
distributors located in Norway, Sweden and Denmark. In 2002, we completed the acquisition of Kinexus Corporation and Techfi Corporation and agreed to purchase a new subsidiary in Greece, Advent
Hellas. Our acquisition of Kinexus Corporation is our largest acquisition to date, and the number of acquisitions completed in 2001and 2002 is unprecedented for us.

The
complex process of integrating Kinexus and our other acquisitions has required and will continue to require significant resources, particularly in light of our relative inexperience
integrating acquisitions. Integrating these acquisitions has been and will continue to be time consuming, expensive and disruptive to our business. This integration process has strained our managerial
controls, and has resulted in the diversion of management and financial resources from our core business objectives. Failure to achieve the anticipated benefits of these acquisitions or to
successfully integrate the operations of these entities could harm our business, results of operations and cash flows. We may not realize the benefits we anticipate from these acquisitions because of
the following significant challenges:



21

---



We
have incurred and expect to continue to incur significant costs and commit significant management time integrating the operations, technology, development programs, products,
information systems, customers and personnel of these acquisitions. These costs have been and will likely continue to be substantial and include costs for:



We
may make additional acquisitions of complementary companies, products or technologies in the future, which would further exacerbate these issues. In addition, we continually evaluate
the performance of all our products and product lines and may sell or discontinue current products or product lines. Failure to achieve the anticipated benefits of any future acquisition or
divestiture could also harm our business, results of operations and cash flows. Furthermore, we may have to incur debt, write-off investments, infrastructure costs or other assets, incur
severance liabilities, write-off impaired goodwill or other intangible assets or issue equity securities to pay for any future acquisitions. The issuance of equity securities could dilute
our existing stockholders' ownership. Finally, we may not identify suitable businesses to acquire or negotiate acceptable terms for acquisitions.

Difficulties We May Encounter Managing a Substantially Larger Business Could Adversely Affect Our Operating Results.

Our business has grown in recent years through both internal expansion and acquisitions, and that growth along with any continued growth may cause a significant
strain on our infrastructure, internal

22

---

systems and managerial resources. For example, during the 2001 and 2002, we acquired Rex Development Partners, L.P., NPO Solutions, Inc., certain assets of ManagerLink.com LLC, our
Scandinavian distributors (located in Norway, Sweden and Denmark), Kinexus Corporation and Techfi Corporation and agreed to purchase a distributor in Greece. Further, our headcount increased from 481
employees at December 31, 1998 to 837 employees at December 31, 2001 and 936 at June 30, 2002. To manage our growth effectively, we must continue to improve and expand our
infrastructure, including operating and administrative systems and controls, and continue managing headcount, capital and processes in an efficient manner. Our productivity and the quality of our
products may be adversely affected if we do not integrate and train our new employees quickly and effectively and coordinate among our executive, engineering, finance, marketing, sales, operations and
customer support organizations, all of which add to the complexity of our organization and increase our operating expenses. In addition, our revenues may not grow at a sufficient rate to absorb the
costs associated with a larger overall headcount. Integrating our recent acquisitions will complicate these tasks.

Writing Off Investments Could Harm Our Results of Operations

In addition, we have made loans to and investments in privately held companies which we classify as "other assets" on our balance sheet. The value of these
investments is influenced by many factors, including the operating effectiveness of these companies, the overall health of these companies' industries, the strength of the private equity markets and
general market conditions. Due to these and other factors, we have previously determined, and may in the future determine, that the value of these investments is impaired, which has caused and would
cause us to write down the stated value of these investments such as the write-off of our investment in Encompys. Further, we cannot assure you that future investment, license, fixed asset
or other asset write-downs will not happen, particularly if the current economic downturn continues. If future write-downs do occur, they could harm our business and results of operations.

General Economic Conditions May Reduce Our Revenues.

We believe that the market for large management software systems may be negatively impacted by a number of factors, including reductions in capital expenditures
by large customers; poor performance of major financial markets, and increasing competition. Those factors may, in turn, give rise to a number of market trends that may slow revenue growth across the
industry, including longer sales cycles, deferral or delay of information technology projects and generally reduced expenditures for software and related services, and increased price competition. If
the current economic slowdown continues, the presence of these factors in the market for large management software systems could materially adversely affect our business and results of operations.

Business Interruptions Could Adversely Affect Our Business.

Our operations are exposed to interruption by fire, earthquake, power loss, telecommunications failure, and other events beyond our control. Additionally, we are
vulnerable to interruption caused by political and terrorist incidents. For example, our facilities in New York were temporarily closed due to the September 11, 2001 terrorist attacks.
Immediately after the terrorist attacks, our clients who were located in the World Trade Center area were concentrating on disaster recovery rather than licensing additional software components, while
the grounding of transportation impeded our ability to deliver professional services at client sites. Additionally, during the temporary closure of the U.S. stock markets, our clients did not use our
market data services. Such interruptions could affect our ability to sell and deliver products and services and other critical functions of our business and could seriously harm us. Further, such
attacks could cause instability in the financial markets upon which we depend.

23

---



We Are Continuing to Expand Our Internet Based Enabled Solutions, such as Advent TrustedNetwork and Wealthline.

To take advantage of the Internet, we are continuing to develop solutions to bring internet-based products and services to our clients. As we develop these new
products and services, we have entered, and will continue to enter, into development agreements with information providers, clients or other companies in order to accelerate the delivery of new
products and services. We may not be successful in marketing our internet services or in developing other internet services. Additionally, we may not be successful in being able to replace our current
technology with new technology. Our failure to do so could seriously harm our business. In addition, we cannot assure you that there will not be disruptions in internet services beyond our control or
that of our third party vendors. Any such disruptions could harm our business.

Security Risks and Concerns May Deter the Use of the Internet for Conducting Business.

A significant barrier to commerce and communications over public networks is the secure transmission of confidential information. Advances in computer
capabilities, new discoveries in the field of cryptography or other events or developments could result in compromises or breaches of our security systems or those of other web sites to protect
proprietary information. If any well-publicized compromises of security were to occur, it could have the effect of substantially reducing the use of the internet for commerce and
communications. Anyone who circumvents our security measures could misappropriate proprietary information or cause interruptions in our services or operations. The internet is a public network, and
data is sent over this network from many sources. In the past, computer viruses, software programs that disable or impair computers, have been distributed and have rapidly spread over the internet.
Computer viruses could be introduced into our systems or those of our customers or other third parties, which could disrupt or make it inaccessible to customers. We may be required to expend
significant capital and other resources to protect against the threat of security breaches or to alleviate problems caused by breaches. To the extent that our activities may involve the storage and
transmission of proprietary information, security breaches could expose us to a risk of loss or litigation and possible liability. Our security measures may be inadequate to prevent security breaches,
and our business would be harmed if our security is breached.

We Face Risks Related to Our New Business Areas.

We have expanded in recent periods into a number of new business areas to foster long-term growth including international operations, strategic
alliances, and Advent TrustedNetwork. These areas are still relatively new to our product development and sales personnel. New business areas require significant management time and resources prior to
generating significant revenues and may divert management from our core business. There is no assurance that we will compete effectively or will generate significant revenues in these areas. The
success of our ability to develop and market new internet based products and services, such as Advent TrustedNetwork, and Wealthline, is difficult to predict because it represents a new area of
business for our entire industry. Additionally, to help manage our growth, we will need to continually improve our operational, financial, management and information systems and controls.

We Expect Our Gross and Operating Margins May Fluctuate over Time.

We expect that our gross and operating margins may fluctuate from period to period as we continue to introduce new products, change our professional services
organization and associated revenue, continue to hire and acquire additional personnel and increase other expenses to support our business. Because these expenses are relatively fixed in the short
term, a fluctuation in revenue could lead to operating results differing from expectations.

24

---

We Must Continue to Introduce New Products and Product Enhancements.

The market for our products is characterized by rapid technological change, changes in customer demands and evolving industry standards. As a result, our future
success will continue to depend upon our ability to develop new products or product enhancements that address the future needs of our target markets and to respond to these changing standards and
practices. We may not be successful in developing, introducing and marketing new products or product enhancements on a timely and cost effective basis, or at all, and our new products and product
enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. Delays in the commencement of commercial shipments of new products or enhancements may result in
client dissatisfaction and delay or loss of product revenues. If we are unable, for technological or other reasons, to develop and introduce new products or enhancements of existing products in a
timely manner in response to changing market conditions or client requirements, or if new products or new versions of existing products do not achieve market acceptance, our business would be
seriously harmed. In addition, our ability to develop new products and product enhancements is dependent upon the products of other software vendors, including certain system software vendors, such as
Microsoft Corporation, database vendors and development tool vendors. If the products of such vendors have design defects or flaws, or if such products are unexpectedly delayed in their introduction,
our business could be seriously harmed. Software products as complex as those offered by us may contain undetected defects or errors when
first introduced or as new versions are released. Although we have not experienced adverse effects resulting from any software errors, we cannot assure you that, despite testing by us and our clients,
defects or errors will not be found in new products after commencement of commercial shipments, resulting in loss of or delay in market acceptance, which could seriously harm our business.

If Our Relationship with Interactive Data Is Terminated, Our Business May Be Harmed.

Many of our clients use our proprietary interface to electronically retrieve pricing and other data from Interactive Data. Interactive Data pays us a commission
based on their revenues from providing this data to our clients. Our software products have been customized to be compatible with their system and this software would need to be redesigned if their
services were unavailable for any reason. Termination of our agreement with Interactive Data would require at least two years notice by either us or them, or 90 days in the case of material
breach. If our relationship with Interactive Data were terminated or their services were unavailable to our clients for any reason, replacing these services could be costly and time consuming.

We Face Intense Competition.

The market for investment management software is intensely competitive and highly fragmented, subject to rapid change and highly sensitive to new product
introductions and marketing efforts by industry participants. Our competitors include providers of software and related services as well as providers of timeshare services.

Our
competitors vary in size, scope of services offered and platforms supported. In addition, we compete indirectly with existing and potential clients, many of whom develop their own
software for their particular needs and therefore may be reluctant to license software products offered by independent vendors like us. Many of our competitors have longer operating histories and
greater financial, technical, sales and marketing resources than we do. In addition, we also face competition from potential new entrants into our market that may develop innovative technologies or
business models. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressures will not result in price reductions, reduced
operating margins and loss of market share, any one of which could seriously harm our business.

25

---

We Face Challenges in Expanding Our International Operations.

We market and sell our products in the United States and, to a lesser extent, internationally. In November 1998, we established a subsidiary located in
Australia, Advent Australia Pty. Ltd., to market and license our products in Australia. In addition, we entered into a distributor relationship in 1999 with Advent Europe, an independent
distributor of our products in selected European markets. In November 2001, we acquired the Norwegian, Swedish, and Danish companies of this independent distributor. In August 2002, we
agreed to purchase an independent distributor in Greece. In order to further expand our international operations, we will need to continue to establish additional facilities, acquire other businesses
or enter into additional distribution relationships in other parts of the world. The expansion of our existing international operations and entry into additional international markets will require
significant management attention and financial resources. We cannot be certain that our establishment of facilities in other countries will produce desired levels of revenue. We currently have limited
experience in developing localized versions of our products and marketing and distributing our products internationally. In addition, international operations are subject to other inherent risks,
including:



The
revenues, expenses, assets and liabilities of our international subsidiaries are primarily denominated in local currencies. We have not historically undertaken foreign exchange
hedging transactions to cover potential foreign currency exposure. Future fluctuations in currency exchange rates may adversely affect revenues from international sales and the U.S. dollar value of
our foreign subsidiaries' revenues, expenses, assets and liabilities. Our international revenues from our distributors are generally denominated in U.S. dollars.

Undetected Software Errors or Failures Found in New Products May Result in Loss of or Delay in Market Acceptance of Our Products That Could Seriously Harm Our Business.

Our products may contain undetected software errors or failures when first introduced or as new versions are released. Despite testing by us and by current and
potential customers, errors may not be found in new products until after commencement of commercial shipments, resulting in loss of or a delay in market acceptance, which could seriously harm our
business.

If We Are Unable to Protect Our Intellectual Property We May Be Subject to Increased Competition That Could Seriously Harm Our Business.

Our success depends significantly upon our proprietary technology. We currently rely on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect our proprietary rights. We have registered trademarks for many of our products and services and will continue to evaluate the
registration of additional trademarks as appropriate. We generally enter into confidentiality agreements with our employees and with our resellers and

26

---

customers. We seek to protect our software, documentation and other written materials under trade secret and copyright laws, which afford only limited protection. Despite these efforts, it may be
possible for unauthorized third parties to copy certain portions of our products or to reverse engineer or otherwise obtain and use our proprietary information. We do not have any patents, and
existing copyright laws afford only limited protection. In addition, we cannot be certain that others will not develop substantially equivalent or superseding proprietary technology, or that
equivalent products will not be marketed in competition with our products, thereby substantially reducing the value of our proprietary rights. We cannot assure you that we will develop proprietary
products or technologies that are patentable, that any patent, if issued, would provide us with any competitive advantages or would not be challenged by third parties, or that the patents of others
will not adversely affect our ability to do business.

Litigation
may be necessary to protect our proprietary technology. This litigation may be time-consuming and expensive. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. In addition, the laws of some foreign countries do not protect
proprietary rights to as great an extent as do the laws of the United States. We cannot assure you that our means of protecting our proprietary rights will be adequate or that our competitors will not
independently develop similar
technology, duplicate our products or design around any patent that may be issued to us or other intellectual property rights of ours.

We Must Retain Key Employees and Recruit Qualified Technical and Sales Personnel.

We believe that our success will depend on the continued employment of our senior management and key technical personnel, none of whom has an employment agreement
with us. Our Chief Financial Officer has announced his intent to retire at some point in the future. Additionally, our continued success depends, in part, on our ability to identify, attract, motivate
and retain qualified technical, sales and other personnel. Because our future success is dependent on our ability to continue to enhance and introduce new products, we are particularly dependent on
our ability to identify, attract, motivate and retain qualified engineers with the requisite education, backgrounds and industry experience. Competition for qualified engineers, particularly in
Northern California and the San Francisco Bay Area, is intense. The loss of the services of a significant number of our engineers or sales people could be disruptive to our development efforts or
business relationships and could seriously harm our business. We may also be required to create additional performance and retention incentives in order to retain our employees, including the granting
of additional stock options to employees at current prices or issuing incentive cash bonuses. Such incentives may either dilute our existing stockholder base or result in unforeseen operating
expenses, which may cause our stock price to fall.

27

---

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, including changes in foreign currency exchange rates and interest rates. Much of our revenue and capital spending is
transacted in U.S. dollars. However, since the acquisitions of Advent Australia, Advent Denmark, Advent Norway and Advent Sweden, whose revenues and capital spending are transacted in local country
currencies, we have greater exposure to foreign currency fluctuations. Results of operations from Advent Australia, Advent Denmark, Advent Norway and Advent Sweden are not material to our operating
results; therefore, we believe that foreign currency exchange rates should not materially adversely affect our overall financial position, results of operations or cash flows. We believe that the fair
value of our investment portfolio or related income would not be significantly impacted by increases or decreases in interest rates due mainly to the short-term nature of our investment
portfolio. However, immediate sharp increases in interest rates could have a material adverse affect on the fair value of our investment portfolio. Conversely, immediate sharp declines in interest
rates could seriously harm interest earnings of our investment portfolio.

The
table below presents principal amounts by expected maturity (in U.S. dollars) and related weighted average interest rates by year of maturity for our investment portfolio (in
thousands):

|                                             |  | Estimated Fair Value at June 30, 2002
Maturing in
|-------------------------------------------- |  | -------------------------------------------------
|
|Federal Instruments                          |  | $                                                
|Weighted Average Interest Rate               |  |                                                  
|Commercial Paper & Short-term obligations    |  |                                                  
|Weighted Average Interest Rate               |  |                                                  
|Corporate Notes & Bonds                      |  |                                                  
|Weighted Average Interest Rate               |  |                                                  
|Municipal Notes & Bonds                      |  |                                                  
|Weighted Average Interest Rate               |  |                                                  
|Corporate Equity Securities                  |  |                                                  
|                                             |  |                                                  
|Total Portfolio, excluding equity securities |  | $                                                
|                                             |  |                                                  

At
June 30, 2002, cash, cash equivalents and short-term marketable securities totaled approximately $214 million, which is comprised of the $163 million
in our investment portfolio, presented above, and $51 million in other cash and cash equivalents.

We
also invested in numerous privately held companies, many of which can still be considered in the start-up or development stages and are classified as "other assets" in our
balance sheet. These investments are inherently risky as the market for the technologies or products they have under development are typically in the early stages and may never materialize. The value
of these investments is influenced by many factors, including the operating effectiveness of these companies, the overall health of the companies' industries, the strength of the private equity
markets and general market conditions. We could lose our entire initial investment in these companies.

28

---



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are involved in litigation incidental to the conduct of our business. We are not party to any lawsuit or proceeding that, in our opinion, is
likely to seriously harm our business.

On
November 8, 2001, Charles Schwab & Co., Inc. ("Schwab") filed suit against us alleging claims for declaratory relief, anticipatory breach of contract and breach
of the covenant of good faith and fair dealing, arising from our intention to cease maintenance of a point-to-point interface that allows institutional investment customers to
download data received from Schwab's systems into our software product used by the investment customers. We intended to cease maintenance of the point-to-point interface and to
transition to a new, and what we believe to be improved, software interface (the "Advent Custodial Data" or "ACD" system).

On
May 6, 2002, we filed our answer to Schwab's complaint and filed a cross-complaint against Schwab for tortious interference with contractual relations, tortious interference
with prospective business advantage, unfair competition in violation of the California Business and Professions Code, and common law unfair competition, arising from Schwab's intention to hire a
third-party software firm to use Advent documentation to create a substitute for the point-to-point interface.

The
parties settled this dispute on July 22, 2002. Pursuant to the settlement agreement, Advent will extend maintenance of the point-to-point interface for
licensed users through December 30, 2004 to be paid for by the licensed users. Concurrent with maintenance of the point-to-point interface, Advent and Schwab will fully
support and continue to offer ACD service and will work together to further enhance the Schwab ACD interface. Advent and Schwab will cooperate to create an orderly transition from the
point-to-point interface to ACD by year end 2004. Finally, Advent's ACD pricing for Schwab customers will not differ based on the custodial relationship of the advisor, and
Schwab will not develop a substitute for the point-to-point interface.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

29

---

Item 4. Submission of Matters to a Vote of Security Holders

At
our Annual Meeting of Stockholders, held May 8, 2002, the following matters were voted upon by stockholders pursuant to proxies solicited pursuant to Regulation 14A of
the Securities Exchange Act of 1934:

The
following individuals were elected to the Board of Directors:

|NOMINEE                  |  | FOR        |  | AGAINST |  | ABSTAIN |  | BROKER NON-VOTES
|------------------------ |  | ---------- |  | ------- |  | ------- |  | ----------------
|Ms. Stephanie G. DiMarco |  | 30,654,767 |  |        |  | 231,682 |  |                
|Mr. Peter M. Caswell     |  | 30,654,129 |  |        |  | 232,320 |  |                
|Mr. Frank H. Robinson    |  | 30,572,428 |  |        |  | 314,021 |  |                
|Mr. Wendell G. Van Auken |  | 30,592,503 |  |        |  | 293,946 |  |                
|Mr. William F. Zuendt    |  | 30.592,515 |  |        |  | 293,934 |  |                
|Mr. Monte Zweben         |  | 30,571,733 |  |        |  | 314,716 |  |                

The
vote for the approval of and reservation of shares under the Company's 2002 Stock Plan was as follows:

|FOR        |  | AGAINST    |  | ABSTAIN |  | BROKER NON-VOTES
|---------- |  | ---------- |  | ------- |  | ----------------
|16,665,640 |  | 14,024,510 |  | 196,299 |  |                

The
vote for the ratification of the appointment of PricewaterhouseCoopers LLP was as follows:

|FOR        |  | AGAINST   |  | ABSTAIN |  | BROKER NON-VOTES
|---------- |  | --------- |  | ------- |  | ----------------
|28,663,618 |  | 2,216,141 |  | 6,690   |  |                

Item 5. Other Information

None.

Item 6. Exhibits And Reports On Form 8-K





30

---





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|                     |  | ADVENT SOFTWARE, INC.
|-------------------- |  | ---------------------
|Dated:August 8, 2002 |  | By:                  
|Dated:August 8, 2002 |  | By:                  

31

---

QuickLinks