SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to __________
Commission file number 1-9014
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
CHYRON CORPORATION EMPLOYEES' 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
CHYRON CORPORATION
5 Hub Drive
Melville, NY 11747
(631) 845-2000
REQUIRED INFORMATION
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
INDEX
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Report of Independent Accountants | 1 |
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Financial Statements: | |
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Statements of Net Assets Available for Benefits as of | |
December 31, 2001 and 2000 | 2 |
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Statement of Changes in Net Assets Available for Benefits | |
for the Year Ended December 31, 2001 | 3 |
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Notes to the Financial Statements | 4 |
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Supplemental Schedule*: | |
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Schedule I - Schedule H, Line 4i - Schedule of Assets (Held at End of Year) | |
as of December 31, 2001 | 10 |
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Signatures | 11 |
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The following exhibit is filed as part of this report: | |
Consent of Independent Accountants | |
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*Other schedules required by 29 CFR 2520.103-10 of the Department of Labor | |
Rules and Regulations for Reporting and Disclosure under ERISA have been | |
omitted because they are not applicable | |
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator
of Chyron Corporation Employees' 401(k) Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Chyron Corporation Employees' 401(k) Plan (the "Plan") at December 31, 2001 and 2000 and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, eviden ce supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Index is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Melville, New York
June 25, 2002
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| | December 31, |
| | 2001 | 2000 |
| | | |
Assets: | | |
Investments, at fair value | $3,019,782 | $3,025,112 |
Employee loans | 102,327 | 85,280 |
Total investments | 3,122,109 | 3,110,392 |
| | | |
Receivables: | | |
Employer contributions | 4,369 | 6,268 |
Participant contributions | 23,283 | 32,207 |
Total receivables | 27,652 | 38,475 |
| | | |
Total assets | 3,149,761 | 3,148,867 |
| | | |
Liabilities: | | |
Accrued expenses | 12,479 | |
| | | |
Net assets available for benefits | $3,137,282 | $3,148,867 |
| | | |
| | | |
| | | |
The accompanying notes are an integral part of these financial statements
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
| | | | Employee Loans | |
| | Fund Totals | Other | Receivable | Total |
Additions (deductions) to net assets
attributed to: | | | | |
Contributions: | | | | |
Employee contributions | $578,213 | $(8,924) | | $569,289 |
Employer contributions | 104,112 | (1,899) | | 102,213 |
Participant rollovers | 1,012 | | | 1,012 |
Loan repayments | 30,903 | | $(30,903) | 0 |
| | 714,240 | (10,823) | (30,903) | 672,514 |
| | | | | |
Investment loss: | | | | |
Interest and dividends | 125,284 | | | 125,284 |
Net realized and unrealized | | | | |
depreciation in fair | | | | |
value of investments | (513,248) | | | (513,248) |
| | (387,964) | 0 | 0 | (387,964) |
| | | | | |
Total additions (deductions) | 326,276 | (10,823) | (30,903) | 284,550 |
| | | | | |
Deductions from net assets attributed to: | | | | |
Distributions to participants | (283,456) | | | (283,456) |
Employee loans | (47,950) | | 47,950 | 0 |
Administrative expenses | (200) | (12,479) | | (12,679) |
Total deductions | (331,606) | (12,479) | 47,950 | (296,135) |
| | | | | |
Net (decrease) increase | (5,330) | (23,302) | 17,047 | (11,585) |
| | | | | |
Net assets available for benefits: | | | | |
Beginning of year | 3,025,112 | 38,475 | 85,280 | 3,148,867 |
| | | | |
End of year | $3,019,782 | $15,173 | $102,327 | $3,137,282 |
| | | | | |
The accompanying notes are an integral part of these financial statements
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
1. Plan Description and Benefits
The Chyron Corporation Employees' 401(k) Plan (the "Plan") was adopted on January 1, 1994, and amended through March 1, 2000, for the benefit of the employees of Chyron Corporation (the "Company"). The following is a brief description of the Plan. A more complete description of the provisions of the Plan is available in the Plan document and in individual statements of benefits provided to each Plan participant. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.
The Plan is a defined contribution plan which provides benefits to participants based upon amounts contributed to the participants' accounts by the employees and employer and investment income or loss. Under the Plan, participants are not provided with any defined benefit. Contributions made to the Plan are credited to participants' individual accounts in the name of each participant. The ultimate benefit received depends on the aggregate amount contributed by the participants and the employer and the income, gains and losses associated with those contributions which are allocated to the participants' individual accounts.
Participants are entitled to make contributions up to a maximum of 20% of their current compensation subject to limitations of Section 401(k) of the Internal Revenue Code ($10,500 in 2001 and 2000). The total employee compensation that can be considered for contribution purposes was limited to $170,000 in 2001 and 2000. Contribution percentages may be increased or decreased at quarterly intervals throughout the Plan year. For purposes of determining contributions, compensation is defined as total wages and salary of an employee, including any overtime pay, bonuses and commissions, but excluding deferred compensation. The Company can elect to make a contribution to the Plan on behalf of those participants who have made salary deferral contributions. The matching contribution is 20% of the first 10% of compensation and is made only in shares of the Company's common stock.
The participants of the Plan may elect to have their accounts invested in any combination (in 1% increments) of the following investment alternatives:
Aim Global Health Care Fund |
Alger Small Capitalization Retirement Fund |
Alliance Premier Growth Fund |
Alliance Technology Fund |
Chyron Corporation Common Stock |
Davis Series Financial Fund |
Massachusetts Investors Trust |
Merrill Lynch Balanced Capital Fund |
Merrill Lynch Basic Value Fund |
Merrill Lynch Eurofund |
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
Merrill Lynch Fundamental Growth Fund |
Merrill Lynch Global Allocation Fund |
Merrill Lynch Global Value Fund |
Merrill Lynch Pacific Fund |
Merrill Lynch Retirement Preservation Trust |
Merrill Lynch S&P 500 Index Fund |
Merrill Lynch US Government Mortgage Fund |
Oppenheimer Global Growth & Income Fund |
Pioneer Growth Shares Fund |
Employees are eligible for participation in the Plan on the first day of the month following the performance of one hour of service. Employees are 100% vested in their salary deferral contributions upon entry into the Plan. Effective March 1, 2000, employees are vested in employer matching contributions in accordance with the following schedule:
Years of Service | Vested Percentage |
| | |
1 | 34% |
2 | 67% |
3 | 100% |
The full value of the vested interest of participants in Plan assets is distributable to them or their beneficiaries upon retirement, disability or death. The normal retirement date is the first day of the month following the attainment of age 65. Participants or beneficiaries may elect to have such interest distributed in either one lump sum or in monthly installments. An employee can also withdraw all or a portion of his/her investment under certain special distribution events as defined in the Plan. The special distribution events include in-service distributions, where a participant in the Plan may withdraw all or a portion of his/her account balance upon reaching age 59 and one half and hardship withdrawals, as defined in the Plan. These special distributions may be subject to ordinary income taxes or early distribution penalties. Active participants may also apply to the Plan administrator for a loan from the Plan. Participants may borrow an amount that would not exceed the l esser of 50% of each participant's vested account balance or $50,000 reduced by the highest outstanding balance during the prior 12 months. Loan terms range from one to five years or up to fifteen years for the purchase of a primary residence. All loans must be repaid with interest (currently at rates ranging from 8.25%-10.0%) and are subject to certain requirements as outlined in the Plan.
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
If a participant leaves the Company for any reason other than retirement, disability or death, the participant may elect to receive distribution of his/her vested benefit. If the participant's balance is less than $5,000, the distribution will be made immediately following the employee's termination. If a participant terminates service prior to being fully vested in the employer matching contribution, amounts are forfeited and will be used to reduce future employer contributions to the Plan. As of December 31, 2001 and 2000 the amount of forfeitures available to offset future contributions were $18,658 and $1,487, respectively.
2. Summary of Significant Accounting Policies
Basis of accounting
The Plan's financial statements are prepared under the accrual method of accounting.
Investments
All Plan investments are held by the Plan's custodian, Merrill Lynch, Pierce, Fenner & Smith, Inc. ("Merrill Lynch" or the "Custodian") and are stated at fair value, principally based on the last sales price reported on the last business day of the Plan year. Participant loans are valued at cost, which approximates fair market value.
Investment earnings are automatically reinvested into the fund from which they are derived. Participants can elect to change their current or future investments on a daily basis. Dividend income is recorded on the ex-dividend date. Interest income is accrued when earned. The Plan presents in the statement of changes in net assets available for Plan benefits the net appreciation (depreciation) in the fair value of its investments which consist of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.
The following participant-directed investments represent more than 5% of the Plan's net assets. The information was prepared from data certified by the trustee:
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
| | December 31, |
| | 2001 | 2000 |
| | | |
Merrill Lynch Retirement Preservation Trust | $746,053 | $475,232 |
Alliance Premier Growth Fund | 598,040 | 844,737 |
Merrill Lynch Global Allocation Fund | 506,005 | 548,601 |
Merrill Lynch Balanced Capital Fund | 442,796 | 500,334 |
Merrill Lynch US Government Mortgage Fund | 247,925 | 164,537 |
During 2001, the Plan's investments, including both realized and unrealized gains and losses, depreciated in value as follows:
Mutual Funds | $(352,084) |
Common Stock | (161,164) |
| | $(513,248) |
Cash equivalents
Cash equivalents consist of investments in highly liquid Merrill Lynch money funds, which are temporary in nature.
Benefit payments to employees
Benefit payments to employees are recorded on a cash basis.
Administrative expenses
Expenses related to the administration of the Plan are paid by the Plan or the Company, at its option.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities included in the Statement of Net Assets Available for Benefits and the reported amount of net additions and deductions in the Statement of Changes in Net Assets Available for Benefits. Actual results could differ from those estimates.
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
Risks and Uncertainties
The Plan provides for various investment options which may result in any combination of stocks and bonds, fixed income securities, mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.
3. Non Participant-Directed Investments
Participants in the Plan may elect to invest in Chyron Corporation Common Stock. In addition, the Company's matching contribution is made exclusively in shares of the Company's stock.
As of December 31, 2001 and 2000, the net assets invested in Company stock, including contribution receivables, were $65,766 and $128,466, respectively. The components of the changes in net assets invested in Company stock for the year ended December 31, 2001 are as follows:
Changes in net assets: | |
Contributions | $110,074 |
Net realized and unrealized depreciation | (161,164) |
Interfund transfers | (7,358) |
Distributions to participants | (3,920) |
Other, net | (332) |
| | $(62,700) |
The per share price at which the Plan purchased the Company's stock ranged from $0.27 to $1.99 for the year ended December 31, 2001.
4. Tax Status
The Plan obtained its latest determination letter on September 29, 1995 in which the Internal Revenue Service stated that the Plan, as then designed, qualified under Section 401(a) of the Internal Revenue Code (the "Code"). The Plan has been amended since receiving the determination letter. The Plan and related trust must be operated in conformity with the Code to maintain its tax exempt status under Section 501(a) of the code. The Company is not aware of any course of action, series of events or amendments that might adversely affect the qualified status of the Plan.
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
NOTES TO THE FINANCIAL STATEMENTS
5. Termination Priorities
While the Company has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contribution at any time and to terminate the Plan subject to the provisions of ERISA. In the event that the Plan is terminated, all participants will become 100% vested in their total account balances under the Plan.
6. Concentration of Credit Risk
The Plan's exposure to a concentration of credit risk is limited by the diversification of investments across eighteen participant-directed fund elections and the Company's common stock. Additionally, the investments within each participant-directed fund are further diversified into varied financial markets. The Company also carries insurance for its employee benefit plans to minimize this risk.
7. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by Merrill Lynch. Merrill Lynch was the trustee as defined by the Plan through July 6, 2001 and, therefore, transactions through such date qualify as party-in-interest transactions. In addition, one of the investment options of the Plan consists of common stock of the Plan's sponsor, Chyron Corporation.
CHYRON CORPORATION EMPLOYEES' 401(k) PLAN
Schedule of Assets (Held at End of Year)
Schedule H, Line 4i
December 31, 2001
(a) | (b) | (c) | (d) | (e) |
| | | | | |
| | Identity of Issue | Description | Cost | Current Value |
| | | | | |
* | Merrill Lynch Retirement Preservation Trust | Mutual Fund | | $746,053 |
| | Alliance Premier Growth Fund | Mutual Fund | | 598,040 |
* | Merrill Lynch Global Allocation Fund | Mutual Fund | | 506,005 |
* | Merrill Lynch Balanced Capital Fund | Mutual Fund | | 442,796 |
* | Merrill Lynch US Government Mortgage Fund | Mutual Fund | | 247,925 |
| | Massachusetts Investors Trust | Mutual Fund | | 113,690 |
| | Aim Global Health Care Fund | Mutual Fund | | 68,242 |
* | Chyron Corporation Common Stock | Common Stock | $277,584 | 65,766 |
| | Alliance Technology Fund | Mutual Fund | | 55,476 |
* | Merrill Lynch Global Value Fund | Mutual Fund | | 39,019 |
| | Davis Series Financial Fund | Mutual Fund | | 36,144 |
| | Oppenheimer Global Growth & Income Fund | Mutual Fund | | 33,334 |
* | Merrill Lynch S&P 500 Index Fund | Mutual Fund | | 19,931 |
* | Merrill Lynch Fundamental Growth Fund | Mutual Fund | | 17,861 |
* | Merrill Lynch Pacific Fund | Mutual Fund | | 15,606 |
* | Merrill Lynch Eurofund | Mutual Fund | | 5,050 |
* | Merrill Lynch Basic Value Fund | Mutual Fund | | 4,712 |
| | Alger Small Capitalization Retirement Fund | Mutual Fund | | 2,770 |
* | Merrill Lynch CMA Money Fund | Mutual Fund | | 1,362 |
| | | | | $3,019,782 |
| | | | | |
| | Employee loans receivable | Loans issued for | | $102,327 |
| | | terms of 1-5 years, | | |
| | | with 8.25% to | | |
| | | 10.0% interest | | |
*=Party in Interest
SIGNATURES
The Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized.
| | Chyron Corporation Employees' 401(k) Plan |
| | |
| | |
| | |
| | /s/ Jerry Kieliszak |
| | Jerry Kieliszak |
| | Chief Financial Officer and Sr. Vice President |
| | |
| | June 28, 2002 |
