UNITED STATES
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
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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:
Sensytech, Inc. 401(k) Profit Sharing Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Sensytech, Inc.
8419 Terminal Road
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, 2001 and 2000 are presented on pages 3
through 8.
Exhibits:
23. Consent of PricewaterhouseCoopers LLP, independent accountants.
SENSYTECH, INC.
401(k) PROFIT-SHARING PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
SENSYTECH, INC.
401(k) PROFIT SHARING PLAN
DECEMBER 31, 2001 AND 2000
TABLE OF CONTENTS
Report of Independent Accountants 2
Exhibit A Statements of Net Assets Available for Benefits
December 31, 2001 and 2000 3
Exhibit B Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2001 4
Notes to Financial Statements
December 31, 2001 and 2000 5-8
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001 9
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 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 the Sensytech, Inc. 401(k) Profit-Sharing Plan (the "Plan") at
December 31, 2001 and 2000, and the changes in net assets available for
benefits for the year ended December 31, 2001, 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 at End of Year) as of December 31, 2001, 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
PricewaterhouseCoopers LLP
Pittsburgh, PA
April 30, 2002
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SENSYTECH, INC. EXHIBIT A
401(k) PROFIT-SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2001 AND 2000
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2001 2000
Assets:
Investments, at fair value (Notes 2 and 3) $ 9,073,293 $ 7,651,629
Receivables:
Participant contributions 32,022 -
Employer contributions 10,447 -
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Total receivables 42,469 -
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Net assets available for benefits $ 9,115,762 $ 7,651,629
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The accompanying notes are an integral part of these financial statements.
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SENSYTECH, INC. EXHIBIT B
401(k) PROFIT-SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2001
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Additions:
Dividend income $ 184,453
Interest income 32,075
Net appreciation in fair value of
investments (Note 3) 1,386,304
----------
Net investment gain 1,602,832
Participant contributions 615,136
Employer contributions 164,598
----------
Total additions 2,382,566
----------
Deductions:
Benefits paid to participants 918,433
----------
Total deductions 918,433
----------
Net increase 1,464,133
Net assets available for benefits:
Beginning of year 7,651,629
----------
End of year $ 9,115,762
==========
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, 2001 AND 2000
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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.
GENERAL
The Plan is a defined contribution, stock bonus and profit-sharing plan
covering all full-time employees of 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 of 1974
(ERISA).
CONTRIBUTIONS
Each year, participants may make contributions up to 15% of pretax annual
compensation into the Plan, subject to statutory limitations.
Participants direct the investment of their contributions into various
investment options offered by the Plan. The Plan currently offers
thirteen 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.
Company contributions are allocated among investment options 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.
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.
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.
PARTICIPANT LOANS
Participants may borrow from their individual account balances. The Plan
allows a loan amount from 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 remaining vested 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%.
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. Benefits are
recorded by the Plan when paid.
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SENSYTECH, INC.
401(k) PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
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FORFEITURES
Company contributions that are not vested upon termination of employment
are forfeited and will be used to reduce future Company contributions. In
2001, forfeitures totaling $23,621 were used to off-set current year
employer matches. As of December 31, 2001, forfeitures totaling $48,380
are unallocated and available to offset further employer contributions.
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 SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Plan have been prepared on the accrual
basis of accounting and in conformity with accounting principles
generally accepted in the United States of America.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options. These investments 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 the near
term could materially affect participant 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.
ADMINISTRATIVE EXPENSES
All mutual funds incur expenses that reduce earnings in the fund and are
reflected in the daily Net Asset Value (NAV). The amount of these
expenses, stated as a percentage of assets, is called an expense ratio.
The NAVs for the mutual funds are listed publicly and the same NAV
applies whether the mutual fund is purchased on the open market or
through the Plan. Expense ratios charged by mutual funds cover costs
relating to investing, such as the mutual fund managers' asset management
fees and costs related to administration of the fund. Examples of
administrative costs include issuing quarterly statements, operating a
service center and having toll-free phone numbers available for the
participants. Expenses incurred by the mutual funds are netted against
earnings of the respective funds in the accompanying statement of changes
in net assets available for benefits.
Other administrative expenses, including trustee, legal, auditing, and
other fees, are paid by the Company and, as such, are not expenses of the
Plan.
INVESTMENT VALUATION AND INCOME RECOGNITION
The record keeping and trustee functions of the Plan were performed by
Legg Mason Wood Walker, Inc. and Emjay Corporation, respectively, through
March 31, 2001. Effective April 1, 2001, the record keeping and trustee
functions were transferred to Merrill Lynch Trust Corporation FSB, where
they are accumulated and invested on behalf of the Plan at the discretion
of the participant. Participant account balances were unchanged but were
mapped from previous investment options to current investment options.
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SENSYTECH, INC.
401(k) PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
- -------------------------------------------------------------------------------
The Plan's investments are stated at fair value. Shares of mutual funds
and common stock are valued at quoted closing market prices which, for
mutual funds, represent the NAV of shares held by the Plan at year-end.
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.
Participant loans are valued at cost, which approximates fair value.
USE OF ESTIMATES
The preparation of the Plan's financial statements in conformity with
accounting principles generally accepted in the United States of America
may require the plan administrator to make estimates and assumptions that
could 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. Actual results could differ from those
estimates.
3. INVESTMENTS
The following presents investments that represent 5% or more of the
Plan's net assets at December 31:
2001 2000
Sensytech, Inc. common stock $ 2,661,300 $ 1,329,686
Merrill Lynch Retirement Reserves 1,199,539 -
PIMCO Total Return Fund 578,508 -
Van Kampen Growth and Income Fund 3,137,378 -
Dreyfus Premier Mid Cap Stock Fund 576,659 -
The American Funds Group:
Bond Fund of America - 396,763
Europacific Growth Fund - 280,889
Washington Mutual Investors Fund - 1,087,579
Legg Mason Wood Walker, Inc.:
Cash Reserve Trust - 815,372
Special Investment Trust - 598,764
Value Trust - 2,664,902
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $1,386,304 as follows:
Mutual funds $ 123,507
Sensytech, Inc. Common stock 1,262,797
-----------
$ 1,386,304
===========
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SENSYTECH, INC.
401(k) PROFIT-SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
- -------------------------------------------------------------------------------
4. TAX STATUS
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 has been amended since receiving the tax determination
letter, however, the plan administrator believes that the Plan 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, 2001 and 2000, the Plan held an investment of
386,817 and 413,960 shares of Sensytech, Inc. common stock, respectively.
The fair value of the common stock at December 31, 2001 and 2000 was
$2,661,300 and $1,329,686, respectively. For the year ended December 31,
2001 and 2000, the Plan purchased 401,737 and 48,181 shares of Sensytech,
Inc. common stock, respectively, at a cost of $1,444,929 and $209,526,
respectively. For the year ended December 31, 2001 and 2000, the Plan
sold 37,563 and 95,733 shares of Sensytech, Inc. common stock,
respectively, with proceeds of $186,167 and $554,930, respectively.
Certain Plan investments are shares of mutual funds managed by Merrill
Lynch Trust Corporation, FSB. Merrill Lynch Trust Corporation, FSB is the
trustee as defined by the Plan and, therefore, these transactions qualify
as party-in-interest transactions.
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SENSYTECH, INC.
401(k) PROFIT-SHARING PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN 38-1873250, PLAN 001
DECEMBER 31, 2001
- -------------------------------------------------------------------------------
CURRENT
ISSUER DESCRIPTION COST VALUE
CASH AND CASH EQUIVALENTS
Merrill Lynch Trust Corporation, FSB(*) Merrill Lynch Retirement Reserves $ 1,199,539 $ 1,199,539
----------- ------------
TOTAL CASH AND CASH EQUIVALENTS $ 1,199,539 $ 1,199,539
=========== ============
MUTUAL FUNDS
Merrill Lynch Trust Corporation, FSB(*) Merrill Lynch Fundamental Growth Fund $ 17,501 $ 19,466
Merrill Lynch Trust Corporation, FSB(*) Franklin Small Cap Growth Fund 133,998 152,370
Merrill Lynch Trust Corporation, FSB(*) Merrill Lynch Global Growth Fund 16,270 16,543
Merrill Lynch Trust Corporation, FSB(*) Merrill Lynch Global Small Cap Fund 2,972 2,910
Merrill Lynch Trust Corporation, FSB(*) Oppenheimer International Growth Fund 305,370 277,812
Merrill Lynch Trust Corporation, FSB(*) PIMCO Total Return Fund 582,682 578,508
Merrill Lynch Trust Corporation, FSB(*) Merrill Lynch S&P 500 fund 35,390 35,256
Merrill Lynch Trust Corporation, FSB(*) PIMCO Total Return Fund 16,770 16,471
Merrill Lynch Trust Corporation, FSB(*) Dreyfus Premier Midcap Stock Fund 510,295 576,659
Merrill Lynch Trust Corporation, FSB(*) Mainstay High Yield Corporate Bond 117,470 108,652
Merrill Lynch Trust Corporation, FSB(*) Van Kampen Emerging Growth Fund 84,394 80,324
Merrill Lynch Trust Corporation, FSB(*) Van Kampen Growth and Income Fund 3,057,460 3,137,378
Merrill Lynch Trust Corporation, FSB(*) Massachusetts Investors Growth Fund 20,241 21,972
----------- ------------
TOTAL MUTUAL FUNDS $ 4,900,813 $ 5,024,321
=========== ============
OTHER
Sensytech, Inc.(*) Common Stock $ 1,388,419 $ 2,661,300
Participant Loan Fund(*) Maturity dates from 1/14/2002 to
3/18/2030 and interest rates from
5.75% to 10.5% 188,133 188,133
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TOTAL OTHER $ 1,576,552 $ 2,849,433
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TOTAL INVESTMENTS $ 7,676,904 $ 9,073,293
=========== ============
* Denotes party-in-interest.
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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
June 28, 2002 /s/ Abbey A. Flowers
----------------------------------------
Abbey A. Flowers, Plan Administrator
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