UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
| | |
þ | | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the Year Ended December 31, 2009
Or
| | |
o | | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition period from to
Commission File Number 000-08193
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
Argon ST Inc. 401(k) Profit Sharing Plan and Trust
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
ARGON ST, INC.
12701 Fair Lakes Circle, Fairfax, Virginia 22033
REQUIRED INFORMATION
Financial Statements:
| 4. | | In lieu of the requirements of Item 1-3, audited statements and schedules prepared in accordance with the requirements of ERISA for the Plan’s year ended December 31, 2009 are presented on pages 5 through 15. |
Exhibits:
23. Consent of Grant Thornton LLP, independent registered public accounting firm.
2
Argon ST, Inc., 401(k) Profit Sharing Plan and Trust
Contents
| | | | |
|
| | | 4 | |
| | | | |
Financial Statements | | | | |
| | | 5 | |
| | | 6 | |
| | | 7-15 | |
| | | | |
Supplementary Information | | | | |
| | | 16-20 | |
| | | 21 | |
EX-23 |
3
Report of Independent Registered Public Accounting Firm
Trustees
Argon ST, Inc. 401(k) Profit Sharing Plan and Trust
We have audited the accompanying statements of net assets available for benefits of the Argon ST, Inc., 401(k) Profit Sharing Plan and Trust (the Plan) as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used, and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) and the schedule of delinquent deposits of participant contributions are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Grant Thornton, LLP
McLean, Virginia
June 28, 2010
4
Argon ST, Inc., 401(k) Profit Sharing Plan and Trust
Statements of Net Assets Available for Benefits
| | | | | | | | |
| | December 31, 2009 | | | December 31, 2008 | |
| | |
Assets | | | | | | | | |
| | | | | | | | |
Investments at fair value: | | | | | | | | |
Interest-Bearing Cash | | $ | 817,817 | | | $ | 634,462 | |
Registered Investment Companies | | | 90,101,868 | | | | 59,172,681 | |
Argon ST Common Stock | | | 4,855,928 | | | | 4,087,893 | |
Non-employer Common Stock | | | 773,537 | | | | 353,636 | |
Common Collective Trust | | | 13,268,561 | | | | 10,658,256 | |
US Government Securities | | | 26,047 | | | | 48,721 | |
Other Investments | | | 180 | | | | 6,981 | |
Participant loans | | | 1,171,450 | | | | 838,694 | |
| | |
| | | | | | | | |
Total investments | | | 111,015,388 | | | | 75,801,324 | |
| | | | | | | | |
Receivables: | | | | | | | | |
Employer match contributions | | | 373,306 | | | | 206,831 | |
Other receivable | | | 4,346 | | | | 239,685 | |
| | |
Net assets available for benefit at fair value | | | 111,393,040 | | | | 76,247,840 | |
| | | | | | | | |
Adjustment from fair value to contract value for common collective trust | | | 246,731 | | | | 574,928 | |
| | |
Net Assets Available for Benefits | | $ | 111,639,771 | | | $ | 76,822,768 | |
| | |
The accompanying notes are an integral part of the financial statements.
5
Argon ST, Inc., 401(k) Profit Sharing Plan and Trust
Statement of Changes in Net Assets Available for Benefits
| | | | |
Year Ended December 31, | | 2009 | |
|
Additions | | | | |
Investment income: | | | | |
Interest and dividends | | $ | 1,455,980 | |
Net increase in fair value of investments | | | 20,512,403 | |
| | | |
| | | | |
Total investment income | | | 21,968,383 | |
| | | | |
Contributions: | | | | |
Participant | | | 8,352,514 | |
Participant rollover | | | 611,904 | |
Employer match | | | 7,735,366 | |
| | | |
| | | | |
Total contributions | | | 16,699,784 | |
| | | |
| | | | |
Total Additions | | | 38,668,167 | |
| | | |
| | | | |
Deductions | | | | |
Benefits paid to participants | | | 3,831,958 | |
Plan expenses | | | 19,206 | |
| | | |
| | | | |
Total Deductions | | | 3,851,164 | |
| | | |
| | | | |
Net Increase | | | 34,817,003 | |
| | | | |
Net Assets Available for Benefits, beginning of period | | | 76,822,768 | |
| | | |
| | | | |
Net Assets Available for Benefits, end of period | | $ | 111,639,771 | |
| | | |
The accompanying notes are an integral part of the financial statements.
6
Argon ST, Inc., 401(k) Profit Sharing Plan and Trust
Notes to Financial Statements
NOTE A—PLAN DESCRIPTION
The following brief description of the Argon ST, Inc., 401(k) Profit Sharing Plan and Trust (the Plan), is provided for general information purposes only. Participants should refer to the Plan document for more complete information.
General
The Plan was established January 1, 1995, to provide retirement benefits for eligible employees of the participating employer. The participating employer is Argon ST, Inc. (the Company). Effective January 1, 2000, the Plan entered into a tax-favored savings and trust agreement with Fidelity Management Trust Company (Fidelity).
All employees of the employer are eligible to participate, except members of a collective bargaining unit where retirement benefits have been the subject of good faith bargaining, nonresident aliens who do not receive any earned income from the Company which constitutes United States earned income, leased employees and casual or temporary employees. Employees become eligible to participate on the date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Participants may contribute a percentage of their pre-tax annual compensation as defined in the Plan. Participants may also contribute amounts representing distributions from other qualified retirement plans. Effective April 1, 2007, participants also may choose a Roth deferral contribution on an after-tax basis.
The employer makes a non-discretionary matching contribution, subject to certain Plan limitations, in an amount equal to 100 percent of the participant’s deferral, limited to six percent of the participant’s eligible compensation. In addition, a safe harbor contribution equal to 3% of covered compensation is made to each eligible employee of the Company, regardless of the employees’ participation in the Plan. Each year the employer may also contribute to the Plan a discretionary profit sharing contribution in addition to any matching contributions. The Company did not make a discretionary profit sharing contribution for the Plan year ended December 31, 2009.
Participant Accounts
Each participant’s account is credited with the participant’s contribution and an allocation of (a) the Company’s contributions, and (b) Plan earnings. Allocations to each participant account for the Company’s discretionary profit sharing contribution is based on the ratio of their compensation for the plan year to the aggregate eligible compensation of all such participants in that year. Investment income or losses are allocated based on participants’ account balances.
Investments
Upon enrollment in the Plan, a participant may direct employee contributions to various investment options, including among others, fixed income, capital appreciation, income and growth mutual funds, Argon ST common stock, a common collective trust, as well as a self-directed brokerage account option. Fidelity is custodian of the funds. Participants may change their investment options daily.
7
Vesting
Participants are immediately vested in their contributions, rollover accounts and the Company’s safe harbor contributions plus actual earnings thereon. Vesting in the remainder of the plan account is based on years of continuous service. A participant is 100 percent vested after five years of credited service.
Payment of Benefits
On termination of service, including separation due to death, disability or retirement, a participant may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in either a lump-sum amount, or in annual installments. If the account balance is less than $1,000, the distribution shall be paid in the form of a lump-sum benefit.
Loans to Participants
Loans to participants may be no less than $1,000 and no greater than the lesser of $50,000 or one-half of the participant’s vested interest in his or her account. The period of repayment may not exceed five years, except for loans used to acquire, construct, or rehabilitate a dwelling unit used as a principal residence. All loans bear interest under a fixed rate determined by the Plan Administrator. Principal and interest are generally paid ratably through bi-weekly payroll deductions. Loans must be repaid prior to any participant (borrower) distribution.
NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
The Plan uses the accrual basis of accounting for the presentation of the financial statements.
Investment Valuation and Income Recognition
The Plan’s investments are reported at fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
The Plan is applying the practical expedient as of December 31, 2009 to its investment in Fidelity’s Managed Income Portfolio (“MIP”), a collective trust fund. The MIP’s investment objective is to seek the preservation of capital and to provide a competitive level of income over time that is consistent with the preservation of capital. Participants’ ownership of the MIP is represented as units. Units are issued and redeemed daily at the MIP’s constant NAV of $1 per unit. The MIP allows for daily liquidity with no additional days notice required for redemption. It is the policy of the MIP to use its best efforts to maintain a stable NAV of $1 per unit, although there is no guarantee that the MIP will be able to maintain this value.
Participants ordinarily may direct the withdrawal or transfer of all or a portion of their investment in the MIP at contract value. Contract value represents contributions made to the MIP, plus earnings, less participant withdrawals and administrative expenses. The MIP imposes certain restrictions on the Plan, and the MIP itself may be subject to circumstances that impact its ability to transact at contract value, as described in the following paragraphs. Plan management believes the occurrence of events that would cause the MIP to transact at less than contract value is not probable.
The MIP invests in assets (typically fixed income securities or bond funds and may include derivative instruments such as futures contracts and swap agreements) and enters into “wrapper” contracts issued by third parties and invests in cash equivalents represented by shares in a money market fund. A wrap contract is an agreement by another party, such as a bank or insurance company, to make payments to the MIP in certain circumstances. Wrap contracts are designed to allow a stable value portfolio to maintain a
8
constant NAV and protect a portfolio in extreme circumstances. In a typical wrap contract, the wrap issuer agrees to pay a portfolio the difference between the contract value and the market value of the underlying assets once the market value has been totally exhausted.
The following events may limit the ability of the Plan to transact at contract value:
| • | | The Plan’s failure to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. |
|
| • | | Any communication given to Plan participants designed to influence a participant not to invest in the MIP or to transfer assets out of the MIP. |
|
| • | | Any change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on the MIP’s cash flow. |
|
| • | | Any transfer of assets from the MIP directly into a competing investment option. |
|
| • | | The establishment of a defined contribution plan that competes with the Plan for employee contributions. |
|
| • | | Complete or partial termination of the Plan or its merger with another plan. Any substantive modifications of the MIP or the administration of the MIP that is not consented to by the wrap issuer. |
|
| • | | Any change in law, regulation or administrative ruling applicable to a plan investing in the MIP that could have a material adverse effect on the MIP’s cash flow. |
The MIP is unlikely to maintain a stable NAV if, for any reason, it cannot obtain or maintain wrap contracts covering all of its underlying assets. This could result from the MIP’s inability to promptly find a replacement wrap contract following termination of a wrap contract. The MIP’s ability to receive amounts due pursuant to these wrap contracts is dependent on the third-party issuer’s ability to meet their financial obligations. The wrap issuer’s ability to meet its contractual obligations under the wrap contracts may be affected by future economic and regulatory developments. In the event that wrap contracts fail to perform as intended, the MIP’s NAV may decline if the market value of its assets declines.
Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenue and expenses during the reporting period. Actual results could differ from those estimates.
Benefit Payments
Benefits are recorded when paid.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
Subsequent Events
The Plan has evaluated subsequent events through the date the financial statements were issued.
9
Adoption of New Accounting Standards
In April 2009, the FASB amended the Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. This amendment also provided additional guidance on circumstances that may indicate a transaction is not orderly. The disclosure requirements were expanded to include the disclosure of inputs and valuation techniques used to measure fair value, along with a discussion of any changes in valuation techniques and related inputs since the last reporting date. Additionally, the amended guidance requires the disaggregation of investments by major category. The adoption of this amendment did not have a material impact on the Plan’s financial statements.
In September 2009, the FASB issued ASU No. 2009-12, Fair Value Measurements and Disclosures: Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2009-12”), which amends ASC 820, Fair Value Measurements and Disclosures. ASU No. 2009-12 is effective for the first reporting period ending after December 15, 2009 and expands the disclosure requirements for certain investments with a reported net asset value (“NAV”). As a practical expedient, the amendment permits, but does not require, the Plan to measure the fair value of an investment based on the investee’s NAV per share or its equivalent, without adjustment. The adoption of ASU 2009-12 did not have a material impact on the fair value determination of applicable investments; however, it did require additional disclosures.
NOTE C—ADMINISTRATIVE EXPENSES
The Company absorbs substantially all of the Plan recordkeeping and administrative expenses. Expenses incurred and paid for by the Plan for the Plan year ended December 31, 2009 were $19,206.
NOTE D—INCOME TAX STATUS
The Company adopted a prototype plan offered through Fidelity. The prototype plan was approved by the Internal Revenue Service as acceptable under Section 401(a) of the Internal Revenue Code (IRC), for use by employers for the benefit of their employees. Argon ST did not request its own determination letter and we believe the plan is designed and being operated in accordance with the applicable requirements of the IRC.
NOTE E—INVESTMENTS
The following presents investments that represent five percent or more of the Plan’s net assets as of December 31, 2009 and December 31, 2008:
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| | | | | | | | |
| | December | | | December 31, | |
| | 31, 2009 | | | 2008 | |
| | |
Fidelity Capital Appreciation | | $ | 8,642,140 | | | $ | 5,883,895 | |
Fidelity Contrafund | | | 13,322,683 | | | | 9,122,904 | |
Artisan Mid Cap | | | 6,783,017 | | | | 3,932,076 | |
Fidelity Diversified International | | | 6,952,240 | | | | 4,711,192 | |
Fidelity Managed Income Portfolio | | | 13,268,561 | | | | 10,658,256 | |
Argon ST Common Stock | | | | * | | | 4,087,893 | |
PIMCO Total Return | | | 7,504,314 | | | | 5,223,344 | |
Oakmark Equity & Income | | | | * | | | 3,968,591 | |
| | |
* | | Amounts did not exceed 5% of Plan assets at end of year. |
As of December 31, 2009, the Plan was invested in a common collective trust, Fidelity’s Managed Income Portfolio, which owns fully benefit-responsive investment contracts. The Plan’s interest in the Fidelity Managed Income Portfolio is calculated by applying the Plan’s ownership percentage in the Fidelity Managed Income Portfolio to the total fair value of such fund.
For year ended December 31, 2009, the Plan’s investments increased in value by $20,512,403 as follows:
| | | | |
|
Registered Investment Companies | | $ | 19,192,673 | |
Argon ST Common Stock | | | 775,308 | |
Other | | | 544,422 | |
| | | |
| | | | |
| | $ | 20,512,403 | |
| | | |
NOTE F—FAIR VALUE MEASUREMENT
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. There have been no changes in the methodologies used at December 31, 2009 and 2008.
11
Common stocks and U.S. government securities: Valued at the closing price reported on the active market on which the individual securities are traded.
Registered Investment Companies and Common Collective Trust: Valued at the net asset value of shares held by the plan at year end.
Participant loans: Valued at amortized cost, which approximates fair value.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2009 and 2008:
| | | | | | | | | | | | | | | | |
| | Assets at Fair Value as of December 31, 2009 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | |
Interest-bearing Cash | | $ | 817,817 | | | $ | — | | | $ | — | | | $ | 817,817 | |
Registered Investment Companies: | | | | | | | | | | | | | | | | |
Balanced | | | 17,972,925 | | | | — | | | | — | | | | 17,972,925 | |
Fixed Income | | | 8,545,824 | | | | — | | | | — | | | | 8,545,824 | |
Growth | | | 55,556,925 | | | | — | | | | — | | | | 55,556,925 | |
Income | | | 3,473,896 | | | | — | | | | — | | | | 3,473,896 | |
Index | | | 4,101,808 | | | | — | | | | — | | | | 4,101,808 | |
Other | | | 450,490 | | | | — | | | | — | | | | 450,490 | |
| | |
Total | | | 90,101,868 | | | | — | | | | — | | | | 90,101,868 | |
|
Argon ST Common Stock | | | 4,855,928 | | | | — | | | | — | | | | 4,855,928 | |
Non-employer Common Stock: | | | | | | | | | | | | | | | | |
Basic Materials | | | 298,171 | | | | — | | | | — | | | | 298,171 | |
Consumer Goods | | | 175,707 | | | | — | | | | — | | | | 175,707 | |
Technology | | | 64,310 | | | | — | | | | — | | | | 64,310 | |
Financial | | | 61,757 | | | | — | | | | — | | | | 61,757 | |
Other | | | 173,592 | | | | — | | | | — | | | | 173,592 | |
| | |
Total | | | 773,537 | | | | — | | | | — | | | | 773,537 | |
|
Common Collective Trusts | | | — | | | | 13,268,561 | | | | — | | | | 13,268,561 | |
US Government Securities | | | — | | | | 26,047 | | | | — | | | | 26,047 | |
Other Investments | | | — | | | | 180 | | | | — | | | | 180 | |
Participant Loans | | | — | | | | — | | | | 1,171,450 | | | | 1,171,450 | |
| | |
Total Assets | | $ | 96,549,150 | | | $ | 13,294,788 | | | $ | 1,171,450 | | | $ | 111,015,388 | |
| | |
12
| | | | | | | | | | | | | | | | |
| | Assets at Fair Value as of December 31, 2008 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | |
Interest-bearing Cash | | $ | 634,462 | | | $ | — | | | $ | — | | | $ | 634,462 | |
Registered Investment Companies: | | | | | | | | | | | | | | | | |
Balanced | | | 12,171,806 | | | | — | | | | — | | | | 12,171,806 | |
Fixed Income | | | 5,903,781 | | | | — | | | | — | | | | 5,903,781 | |
Growth | | | 35,647,272 | | | | — | | | | — | | | | 35,647,272 | |
Income | | | 2,259,797 | | | | — | | | | — | | | | 2,259,797 | |
Index | | | 2,829,732 | | | | — | | | | — | | | | 2,829,732 | |
Other | | | 360,293 | | | | — | | | | — | | | | 360,293 | |
| | |
Total | | | 59,172,681 | | | | — | | | | — | | | | 59,172,681 | |
|
Argon ST Common Stock | | | 4,087,893 | | | | — | | | | — | | | | 4,087,893 | |
Non-employer Common Stock: | | | | | | | | | | | | | | | | |
Basic Materials | | | 107,330 | | | | — | | | | — | | | | 107,330 | |
Consumer Goods | | | 45,269 | | | | — | | | | — | | | | 45,269 | |
Technology | | | 37,665 | | | | — | | | | — | | | | 37,665 | |
Financial | | | 14,447 | | | | — | | | | — | | | | 14,447 | |
Other | | | 148,925 | | | | — | | | | — | | | | 148,925 | |
| | |
Total | | | 353,636 | | | | — | | | | — | | | | 353,636 | |
|
Common Collective Trusts | | | — | | | | 10,658,256 | | | | — | | | | 10,658,256 | |
US Government Securities | | | — | | | | 48,721 | | | | — | | | | 48,721 | |
Other Investments | | | — | | | | 6,981 | | | | — | | | | 6,981 | |
Participant Loans | | | — | | | | — | | | | 838,694 | | | | 838,694 | |
| | |
Total Assets | | $ | 64,248,672 | | | $ | 10,713,958 | | | $ | 838,694 | | | $ | 75,801,324 | |
| | |
Level 3 Gains and Losses : The table below sets forth a summary of changes in the fair value of the Plan’s level 3 assets for the year ended December 31, 2009:
| | | | |
| | Level 3 Assets | |
| | Year Ended December 31, 2009 | |
| | Participant Loans | |
| | |
Balance, beginning of year | | $ | 838,694 | |
Realized gains (losses) | | | — | |
Unrealized gains (losses) relating to instruments still held at the reporting date | | | — | |
Purchases, sales, issuances, settlements (net) | | | 332,756 | |
| | | |
Balance, end of year | | $ | 1,171,450 | |
| | | |
NOTE G—TERMINATION
Although it has not expressed any interest to do so, the employer reserves the right to terminate the Plan and discontinue contributions at any time. In the event of Plan termination, participants become 100 percent vested in their accounts.
13
NOTE H—FORFEITURES
For the year ended December 31, 2009, forfeited non-vested accounts, which are periodically used to reduce employer contributions, totaled $375,221. For the year ended December 31, 2009, $375,076 was used to reduce employer contributions to the Plan. At December 31, 2009 and 2008, forfeitures available to offset future employer contributions totaled $21,589 and $1,042.
NOTE I—RECONCILIATION TO FORM 5500
Form 5500 reports Plan assets on a cash basis; accounting principles generally accepted in the United States of America use the accrual basis. A reconciliation of net assets available for Plan benefits according to the financial statements and Form 5500 follows:
| | | | | | | | |
| | December | | | December | |
| | 31, 2009 | | | 31, 2008 | |
| | |
Net assets available for benefits, financial statements | | $ | 111,639,771 | | | $ | 76,822,768 | |
Less: contributions receivable | | | (373,306 | ) | | | (206,831 | ) |
Fair value adjustment for common collective trust | | | (246,731 | ) | | | (574,928 | ) |
| | |
| | | | | | | | |
Net assets available for Plan benefits, Form 5500 | | $ | 111,019,734 | | | $ | 76,041,009 | |
| | |
| | | | | | | | |
The following is a reconciliation of changes in net assets per the financial statements to the Form 5500: |
| | | | |
Year ended December 31, 2009 | | | | |
| | | | |
Change in net assets, financial statements | | $ | 34,817,003 | |
Add: contributions receivable, beginning of year | | | 206,831 | |
Less: contributions receivable, end of year | | | (373,306 | ) |
Add: fair value adjustment for common collective trust | | | 328,197 | |
| | | |
| | | | |
Net income, Form 5500 | | $ | 34,978,725 | |
| | | |
NOTE J—RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of Argon ST, Inc. common stock. Argon ST is the Plan sponsor and, therefore, qualifies as a related party. At December 31, 2009 and December 31, 2008, the Plan held investments of 223,636 and 216,749 shares of Argon ST common stock with fair values of $4,855,928 and $4,087,893, respectively. For the year ended December 31, 2008, the Plan purchased 151,888 shares at a cost of $3,147,378, and sold or distributed 145,001 shares with proceeds of $2,950,585.
The Plan has not considered Argon ST contributions to the Plan, or benefits accrued or paid by the Plan, for participants as party-in-interest transactions.
Certain Plan investments are managed by Fidelity Management Trust Company, the custodian as defined by the Plan and, therefore, these transactions qualify as party-in-interest.
Fees paid during the year by the Plan sponsor for legal, accounting, and other professional services rendered by parties-in-interest were based on customary and reasonable rates for such services.
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The Plan sponsor provides to the Plan certain accounting and administrative services for which no fees are charged.
NOTE K—SUBSEQUENT EVENTS
The Argon ST, Inc. 401(k) Profit Sharing Plan and Trust (the “Plan”) is a prototype plan established by Fidelity Management Trust Company (“Fidelity”). Periodically, the Plan is restated to comply with changes Fidelity has made to their prototype plan. The most recent restatement, effective January 1, 2010, provided the following changes:
| • | | eliminated the 21 year old age requirement |
|
| • | | made commissions excludable compensation |
|
| • | | changed the employee deferral limit from 60% to 75% |
|
| • | | changed eligibility for the employer profit sharing to be employed on the last day of the period AND worked 1,000 hours during the year |
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Argon ST, Inc., 401(k) Profit Sharing Plan and Trust
Schedule of Assets (Held at end of year)
December 31, 2009
Name of Plan Sponsor: Argon ST, Inc.
Employer Identification Number: 38-1873250
Three-digit plan number: 003
| | | | |
|
Interest Bearing Cash | | | | |
Cash | | | | |
FIDELITY CASH RESERVES | | $ | 346,568 | |
FIDELITY US GOV’T RESERVES | | | 16,758 | |
Certificate of Deposit | | | | |
AMERICAN FED BK FARGO ND | | | 2,007 | |
BANK AMER NA CHARLOTTE NC | | | 20,068 | |
BEACON FED NY CD | | | 1,006 | |
BYRON BANK MICH CD | | | 50,736 | |
CAPITAL ONE NATL ASSN VA | | | 55,197 | |
COMMERCIAL BK ALA MICH | | | 2,012 | |
DISCOVER BK GREENWOOD DEL | | | 1,983 | |
DISCOVER BK GREENWOOD DEL | | | 1,072 | |
DISCOVER BK GREENWOOD DEL | | | 6,527 | |
FIRST ST BK WEST VA CD | | | 40,000 | |
GE MONEY BANK CD | | | 20,448 | |
GE MONEY BANK CD | | | 20,878 | |
GOLDMAN SACHS BK USA NY | | | 3,288 | |
GOLDMAN SACHS BK USA UT | | | 49,883 | |
GOLDMAN SACHS BK USA NY | | | 1,064 | |
IRONSTONE BK FT MYERS FLA | | | 45,830 | |
LEHMAN BROS FSB WILMINGTON DE | | | 48,935 | |
MORGAN STANLEY BK N A UTAH | | | 2,086 | |
WESTERNBANK P R CD | | | 30,369 | |
WORTHINGTON FED BK ALA | | | 51,102 | |
| | | |
| | | | |
Total Interest Bearing Cash | | $ | 817,817 | |
| | | |
| | | | |
|
US Government Securities | | | | |
Government Bonds | | | | |
UNITED STATES TREAS NTS | | $ | 2,479 | |
UNITED STATES TREAS NTS TIPS | | | 6,186 | |
UNITED STATES TREAS NTS | | | 5,789 | |
UNITED STATES TREAS NTS | | | 10,041 | |
US TREAS SEC STRPPD GENERIC TINT PMT | | | 1,552 | |
| | | |
| | | | |
Total US Government Securities | | $ | 26,047 | |
| | | |
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| | | | |
|
Non-Employer Corporate Stock (Common) | | | | |
Common Stock | | | | |
CSR PLC CAMBRIDGE SHS | | $ | 1,467 | |
FRONTLINE LTD | | | 4,918 | |
ADVENTRX PHARMACEUTICALS INC | | | 350 | |
ALCOA INC NFS IS A SPECIALIST | | | 7,033 | |
ANTHRACITE CAP INC | | | 139 | |
APACHE CORP NFS IS A SPECIALIST | | | 4,539 | |
APOGEE MINERALS LTD | | | 447 | |
BEAZER HOMES USA INC | | | 484 | |
BOULDER TOTAL RETURN FD | | | 4,709 | |
CAPITALSOURCE INC | | | 1,228 | |
CAPSTEAD MTG CORP COM NO PAR | | | 2,048 | |
CELL THERAPEUTICS INC COM NO PAR | | | 3,933 | |
CHESAPEAKE ENERGY CORPORATION | | | 2,847 | |
CHINA PRECISION STL INC | | | 2,050 | |
COEUR D ALENE MINES CORP IDAHO COM NEW | | | 33,014 | |
CONAGRA FOODS INC NFS LLC IS A | | | 4,610 | |
CYIOS CORP COM | | | 105 | |
DIAMOND OFFSHORE DRILLING INC | | | 4,921 | |
ENDEAVOUR SILVER CRP | | | 39,676 | |
FANNIE MAE NFS IS A SPECIALIST | | | 118 | |
FIRST MAJESTIC SILVER CORP COM | | | 29,571 | |
GOLD RESOURCE CORP COM | | | 117,664 | |
GOLDCORP INC NEW | | | 16,995 | |
GOLDMAN SACHS GROUP INC | | | 16,920 | |
HECLA MINING CO | | | 13,052 | |
HEINZ H J CO | | | 4,276 | |
HEWLETT-PACKARD CO DE | | | 5,151 | |
ISHARES SILVER TR ISHARES | | | 7,773 | |
ISHARES TR COHEN & STEERS REALTY MAJORS | | | 28,136 | |
KINROSS GOLD CORP NEW COM NO PAR | | | 1,021 | |
MAXIMUS INC | | | 12,826 | |
MONTELLO RES LTD | | | 26 | |
NEUBERGER BERMAN REAL ESTATE SECS | | | 8,458 | |
NEWMONT MNG CORP NFS IS A SPECIALIST | | | 1,349 | |
NORTH AMERICAN PALLADIUM LTD | | | 2,170 | |
OSI SYSTEMS INC | | | 10,912 | |
LUKOIL OIL CO SPONS ADR | | | 4,889 | |
ORMAT TECHNOLOGIES INC | | | 11,636 | |
PAN AMERICAN SILVER CORP | | | 7,143 | |
PARLUX FRAGRANCES INC | | | 166,821 | |
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| | | | |
|
POTASH CORP SASK INC | | | 5,106 | |
POWERSHARES EXCHANGE TRADED FD TR | | | 17,466 | |
POWERSHARES DB G10 CURRENCY HARVEST | | | 2,456 | |
PSYCHEMEDICS CORP COM NEW | | | 6,098 | |
PURPLE BEVERAGE CO INC COM | | | 1 | |
RARE ELEMENT RES LTD | | | 2,556 | |
RAYTHEON CO COM NEW | | | 10,819 | |
ROCKWELL COLLINS INC | | | 78 | |
RYDEX ETF TR RYDEX S&P 500 PURE | | | 14,387 | |
SPDR INDEX SHS FDS DJ WILSHIRE INTL | | | 37,175 | |
SANDISK CORP NFS LLC IS A MARKET | | | 43,485 | |
SILVER WHEATON CORP COM | | | 9,372 | |
SIRIUS XM RADIO INC COM | | | 1,830 | |
STARCORE INTL VENTURES LTD | | | 987 | |
STILLWATER MINING COMPANY | | | 21,851 | |
SUNTECH PWR HLDGS CO LTD | | | 1,497 | |
SYNOPSYS INC NFS LLC IS A MARKET | | | 1,782 | |
TAGISH LAKE GOLD CORP | | | 89 | |
TENGASCO INC NEW | | | 1,350 | |
TIREX RES LTD COM | | | 4,747 | |
VMWARE INC CL A COM | | | 1,483 | |
WASHINGTON MUTUAL INC | | | 140 | |
YAMANA GOLD INC | | | 3,357 | |
| | | |
| | | | |
Total Non-Employer Corporate Stock (Common) | | $ | 773,537 | |
| | | |
| | | | |
Interest is Common/Collective Trusts | | | | |
* Common Collective Trust | | | | |
FID MGD INC PORT | | $ | 13,268,561 | |
| | | |
| | | | |
Interest in Registered Investment Companies | | | | |
Fidelity Mutual Funds | | | | |
FID VALUE STRATEGIES | | $ | 1,578,621 | |
FID CONTRAFUND | | | 13,322,683 | |
FID GROWTH & INCOME | | | 1,587 | |
FID MORTGAGE SEC | | | 566,073 | |
FID SEL DEFENSE | | | 408,042 | |
FID LEVERAGED CO STK | | | 4,675,914 | |
FID EUROPE | | | 451,116 | |
FID CAP APPRECIATION | | | 8,642,140 | |
FID BLUE CHIP GROWTH | | | 2,837 | |
FIDELITY LOW PR STK | | | 2,716,650 | |
FID DIVERSIFIED INTL | | | 6,952,240 | |
FID SM CAP INDEPEND | | | 767,826 | |
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| | | | |
|
FID STRATEGIC INCOME | | | 2,551,492 | |
FID FREEDOM INCOME | | | 334,311 | |
FID FREEDOM 2000 | | | 225,468 | |
FID FREEDOM 2010 | | | 1,108,006 | |
FID FREEDOM 2020 | | | 3,217,905 | |
FID FREEDOM 2030 | | | 3,526,945 | |
FID SM CAP RTMT | | | 901,484 | |
FID SHORT TERM BOND | | | 974,669 | |
SPARTAN US EQ INDEX | | | 4,009,712 | |
FID FREEDOM 2040 | | | 1,660,904 | |
FID FREEDOM 2005 | | | 10,976 | |
FID FREEDOM 2015 | | | 389,164 | |
FID FREEDOM 2025 | | | 1,290,620 | |
FID FREEDOM 2035 | | | 591,532 | |
FID SMALL CAP VALUE | | | 326,008 | |
FID FREEDOM 2045 | | | 135,243 | |
FID FREEDOM 2050 | | | 235,149 | |
PIMCO TOT RETURN ADM | | | 7,504,314 | |
ARTISAN MID CAP INV | | | 6,783,017 | |
OAKMARK EQ & INC I | | | 5,060,269 | |
ROYCE LOW PR STK SER | | | 2,601,274 | |
VK GROWTH & INCOME A | | | 4,072,335 | |
LD ABBETT MIDCPVAL P | | | 1,485,270 | |
NB INTL FUND TRUST | | | 677,277 | |
External Funds | | | | |
INVESCO GOLD | | | 9,472 | |
AMERICAN CENTURY MID CAP VALUE INV SHS | | | 22,026 | |
BRIDGEWAY ULTRA SMAL CO TAX ADVANTAGE | | | 56,497 | |
JANUS SMALL CAP VALUE INVST SHS | | | 13,526 | |
PIMCO COMMODITY REAL RETURN CL D | | | 3,930 | |
T ROWE PRICE LATIN AMERICA FUND | | | 6,901 | |
SOUND SHORE FD INC | | | 20,526 | |
VANGUARD REIT INDEX FUND | | | 6,986 | |
VANGUARD BOND INDEX SHORT TERM | | | 49,912 | |
Unit | | | | |
ARBOR RLTY TR INC | | | 3,650 | |
DORCHESTER MINERALS LP COM UNITS | | | 4,869 | |
Fidelity Fund | | | | |
FIDELITY FREEDOM 2040 | | | 2,768 | |
FIDELITY NEW MARKETS INCOME | | | 14,209 | |
SPARTAN TOTAL MARKET INDEX | | | 23,659 | |
SPARTAN INT’L INDEX FUND | | | 18,525 | |
FIDELITY CAPITAL & INCOME | | | 3,464 | |
FIDELITY SHORT TERM BOND | | | 41,293 | |
19
| | | | |
|
FIDELITY FOCUSED HIGH INCOME FUND | | | 3,071 | |
FIDELITY GINNIE MAE | | | 11,993 | |
FIDELITY INTERM GOV’T INCOME | | | 11,964 | |
FIDELITY TOTAL BOND | | | 13,554 | |
| | | |
| | | | |
Total Interest in Registered Investment Companies | | $ | 90,101,868 | |
| | | |
Rights/Warrants | | | | |
VAUGHAN FOODS INC WT CL B EXP | | $ | 180 | |
| | | |
| | | | |
Employer Securities | | | | |
Company Stock | | | | |
* ARGON ST STOCK FUND | | $ | 4,855,928 | |
| | | |
| | | | |
*Participant Loans | | | | |
Interest rates 4.25% to 9.75% | | $ | 1,171,450 | |
| | | |
| | | | |
Total Investments | | $ | 111,015,388 | |
| | | |
| | |
* | | Denotes party-in-interest |
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Argon ST, Inc., 401(k) Profit Sharing Plan and Trust
Schedule H, Line 4a — Delinquent Deposits of Participant Contributions
Year ended December 31, 2008
Name of plan sponsor: Argon ST,Inc.
Employer Identification number: 38-1873250
Three-digit plan number: 003
| | | | |
|
Participant contributions transferred late to the Plan | | $ | 97,677 | |
| | | | |
Contributions not corrected | | | — | |
| | | | |
Contributions corrected outside VFCP | | | 97,677 | |
| | | | |
Contributions pending correction in VFCP | | | — | |
| | | |
| | | | |
Total fully corrected under VFCP and PTE 2002-51 | | $ | 97,677 | |
| | | |
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SIGNATURES
The Plan, pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| ARGON ST, INC. 401(k) PROFIT SHARING PLAN | |
June 29, 2010 | By: | /s/ Aaron N. Daniels | |
| | Aaron N. Daniels | |
| | Plan Administrator | |
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