UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
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[ X ] | | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | For the fiscal year ended: December 31, 2000 |
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[ ] | | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | Commission file number 000-08193 |
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A. | | Full title of the plan and address of the plan, if different from that of the issuer named below: |
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| | Sensytech, Inc. 401(k) Profit Sharing Plan |
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B. | | Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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| | Sensytech, Inc. |
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| | 8419 Terminal Road |
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| | Newington, Virginia 22122 |
REQUIRED INFORMATION
Financial Statements:
4. | | In lieu of requirements of Items 1-3, audited statements and schedules prepared in accordance with the requirements of ERISA for the plan’s fiscal years ended December 31, 2000 and 1999 are presented on pages 3 through 8. |
Exhibits:
23. | | Consent of PricewaterhouseCoopers, L.L.P., independent auditors. |
Sensytech, Inc.
401(k) Profit-Sharing Plan
Financial Statements
December 31, 2000 and 1999
SENSYTECH, INC.
401(k) PROFIT SHARING PLAN
DECEMBER 31, 2000 AND 1999
TABLE OF CONTENTS
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Report of Independent Accountants | | | 2 | |
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Exhibit A Statements of Assets Available for Benefits December 31, 2000 and 1999 | | | 3 | |
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Exhibit B Statement of Changes in Assets Available for Benefits Year Ended December 31, 2000 | | | 4 | |
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Notes to Financial Statements December 31, 2000 | | | 5-7 | |
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Schedule of Assets Held for Investment Purposes December 31, 2000 | | | 8 | |
Report of Independent Accountants
To the Participants and Administrator of the
Sensytech, Inc. 401(k) Profit-Sharing Plan
In our opinion, the accompanying statements of assets available for benefits and the related statement of changes in assets available for benefits present fairly, in all material respects, the assets available for benefits of the Sensytech, Inc. 401(k) Profit-Sharing Plan (the “Plan”) at December 31, 2000 and 1999, and the changes in assets available for benefits for the year ended December 31, 2000, 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, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for 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 of assets held for investment purposes as of December 31, 2000, 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 audit 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 |
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PricewaterhouseCoopers LLP |
Pittsburgh, PA
April 27, 2001
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Sensytech, Inc. | | EXHIBIT A |
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401(k) Profit-Sharing Plan |
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Statements of Assets Available for Benefits |
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December 31, 2000 and 1999 |
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| | | | | 2000 | | 1999 |
Assets: |
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| Investments, at fair value (Notes 2 and 3) | | $ | 7,651,629 | | | $ | 10,724,422 | |
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| Receivables: |
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| | Participant contributions | | | — | | | | 47,607 | |
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| | Employer contributions | | | — | | | | 17,196 | |
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| | | Total receivables | | | — | | | | 64,803 | |
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Assets available for benefits | | $ | 7,651,629 | | | $ | 10,789,225 | |
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The accompanying notes are an integral part of these financial statements.
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Sensytech, Inc. | | Exhibit B |
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401(k) Profit-Sharing Plan |
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Statement of Changes in Assets Available for Benefits |
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Year Ended December 31, 2000 |
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Additions: |
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| Dividend income | | $ | 894,448 | |
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| Interest income | | | 67,576 | |
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| Net depreciation in fair value of investments | | | (1,990,398 | ) |
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| Net investment loss | | | (1,028,374 | ) |
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| Participant contributions | | | 553,051 | |
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| Employer contributions | | | 113,448 | |
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| | Total additions and net investment loss, net | | | (361,875 | ) |
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Deductions: |
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| Benefits paid to participants | | | 2,775,721 | |
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| | Total deductions | | | 2,775,721 | |
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Net decrease | | | (3,137,596 | ) |
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Assets available for benefits: |
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| Beginning of year | | | 10,789,225 | |
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| End of year | | $ | 7,651,629 | |
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The accompanying notes are an integral part of these financial statements.
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Sensytech, Inc.
401(k) Profit-Sharing Plan
Notes to Financial Statements
December 31, 2000
1. | | | | Description of Plan and Benefits |
| | | The following description of the Sensytech, Inc. 401(k) Profit-Sharing Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions. |
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| | | General |
| | | The Plan is a defined contribution, stock bonus and profit-sharing plan covering all full-time employees of the Sensytech, Inc. (the “Company”) who meet the eligibility requirements of the Plan. It is subject to the provisions of the Employee Retirement Income Security Act (ERISA). |
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| | | Contributions |
| | | Each year, participants may make contributions up to 15% of pretax annual compensation into the 401(k) plan, subject to statutory limitations. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers eight mutual funds and the Company’s common stock as investment options for participants. The Company contributes to the Plan at a rate of 50% of the employees’ contribution, up to 6% of the employees’ salary. Contributions are allocated among individual accounts at the direction of participants. Additional contributions may be made by the Company at its discretion. In no event, shall Company contributions for any year exceed the maximum amount deductible under the provisions of the Internal Revenue Code. |
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| | | Participant Accounts |
| | | Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution, (b) Plan earnings, and (c) forfeiture of terminated participants’ nonvested accounts. Allocations are based on participant account balances or compensation, as defined, as appropriate. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. |
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| | | Vesting |
| | | Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant vests 20% per year of continuous service after three years and becomes 100% vested after seven years of credited service. |
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| | | Participant Loans |
| | | Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balance, whichever is less. The term of the loan may not exceed five years unless used to acquire a principal residence. The loans are collateralized by the balance in the participant’s account and bear interest at rates equal to the Federal Reserve Prime Rate on the date of the loan plus 1%. For the year ended December 31, 2000, new participant loans were made in the amount of $154,475 and principal repayments were made in the amount of $61,205. |
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| | | Payment of Benefits |
| | | On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or annual installments over a ten-year period. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution. |
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Sensytech, Inc.
401(k) Profit-Sharing Plan
Notes to Financial Statements
December 31, 2000
| | | Forfeitures |
| | | In 2000, forfeitures totaling $154,513 were used to off-set current year employer matches. As of December 31, 2000, forfeitures totaling $11,278 are unallocated and available to offset further employer contributions. |
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| | | Administrative Expenses |
| | | Administrative expenses, including trustee, legal, auditing, and other fees, are paid by the Company and, as such, are not expenses of the Plan. |
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| | | Plan Termination |
| | | Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. |
2. | | | | Summary of Accounting Policies |
| | | Basis of Presentation |
| | | The financial statements of the Plan are prepared on the accrual basis of accounting. |
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| | | Risks and Uncertainties |
| | | The Plan provides for various investment options in any combination of mutual funds and other investment securities, including the Company’s common stock. These investments are exposed to various risks, such as interest rate, market and credit risk. It is at least reasonably possible that changes in risks, in the near term would materially affect participant account balances and the amounts reported in the statement of net assets available for benefits during the reporting period. |
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| | | Investment Valuation and Income Recognition |
| | | The Plan’s investments are stated at fair value. Shares of mutual funds and common stock are valued at quoted market prices which for mutual funds represent the net asset value of shares held by the Plan at year-end. |
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| | | 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. |
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| | | Participant loans are valued at cost, which approximates fair value. |
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| | | Payment of Benefits |
| | | Benefits are recorded when paid. |
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| | | Use of Estimates |
| | | The preparation of the Plan’s financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets available for benefits at the date of the financial statements and the changes in assets available for benefits during the reporting period, and, when applicable, disclosure of contingent assets and liabilities. Such estimates include those regarding fair value. Actual results could differ from those estimates. |
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Sensytech, Inc.
401(k) Profit-Sharing Plan
Notes to Financial Statements
December 31, 2000
| | | Reclassification |
| | | Certain prior year amounts have been reclassified to conform to current year presentation. |
| | | The following presents investments that represent 5% or more of the Plan’s net assets at December 31: |
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The American Funds Group: |
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Bond Fund of America | | $ | 396,763 | | | $ | 358,858 | |
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Europacific Growth Fund | | | 280,889 | | | | 669,515 | |
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Washington Mutual Investors Fund | | | 1,087,579 | | | | 1,082,354 | |
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Legg Mason Wood Walker, Inc.: |
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Cash Reserve Trust | | | 815,372 | | | | 771,586 | |
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Special Investment Trust | | | 598,764 | | | | 703,712 | |
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Value Trust | | | 2,664,902 | | | | 4,028,956 | |
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Sensytech, Inc. — Common Stock | | | 1,329,686 | | | | 2,447,168 | |
| | | During 2000, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $1,990,398 as follows: |
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Mutual funds | | $ | 1,218,323 | |
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Common stock | | | 772,075 | |
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| | $ | 1,990,398 | |
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| | | The Internal Revenue Service has determined and informed the Company by a letter dated April 15, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The plan administrator believes that the Plan, as amended, is designed and is currently being operated in compliance with the applicable requirements of the IRC. |
| | 5. | | Related Party Transactions |
| | | Certain Plan investments are shares of Sensytech, Inc. common stock. Sensytech, Inc. is the Plan sponsor and therefore qualifies as a related party. At December 31, 2000 and 1999, the Plan held an investment of 413,960 and 498,091 shares of Sensytech, Inc. common stock, respectively. The fair value of the common stock at December 31, 2000 and 1999 was $1,329,686 and $2,447,164, respectively. For the year ended December 31, 2000 and 1999, the Plan purchased 48,181 and 28,026 shares of Sensytech, Inc. common stock, respectively, at a cost of $209,526 and $144,599, respectively. |
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Sensytech, Inc.
401(k) Profit-Sharing Plan
Schedule of Assets Held for Investment Purposes
December 31, 2000
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Issuer | | Description | | Value |
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The American Funds Group | | Bond Fund of America | | $ | 396,763 | |
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The American Funds Group | | Europacific Growth Fund | | | 280,889 | |
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The American Funds Group | | Smallcap World Fund | | | 139,813 | |
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The American Funds Group | | Washington Mutual Investors | | | 1,087,579 | |
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Legg Mason Wood Walker, Inc. | | Cash Reserve Trust | | | 815,372 | |
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Legg Mason Wood Walker, Inc. | | High Yield Portfolio | | | 115,632 | |
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Legg Mason Wood Walker, Inc. | | Special Investment Trust | | | 598,764 | |
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Legg Mason Wood Walker, Inc. | | Value Trust | | | 2,664,902 | |
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Sensytech, Inc.* | | Common Stock | | | 1,329,686 | |
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Participant loans* | | Maturity dates from 8/10/2001 |
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| | to 3/10/2030 and interest |
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| | rates from 8.75% to 10.5% | | | 222,229 | |
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| | | | $ | 7,651,629 | |
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* | Denotes party-in-interest as defined by ERISA. |
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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.
| | | | | | | | | | SENSYTECH, INC. |
| | | | | | | | | | 401(k) PROFIT SHARING PLAN |
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June 28, 2001 | | /s/ Abbey A. Flowers
Abbey A. Flowers, Plan Administrator |
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