SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark one) |
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Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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(No fee required, effective October 7, 1996) |
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For the fiscal year ended December 31, 2001
Or
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Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
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(No fee required) |
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For the transition period from to .
Commission file number 0-16182
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Axsys Technologies, Inc. 401(k) Retirement Plan and Trust
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Axsys Technologies, Inc., a Delaware Corporation
175 Capital Boulevard, Suite 103
Rocky Hill, CT 06067
The following financial statements shall be furnished for the plan:
Axsys Technologies, Inc. 401(k) Retirement Plan and Trust Financial Statements and Supplemental Schedule
Reports of Independent Auditors
Statements of Net Assets Available for Plan Benefits as of December 31, 2001 and 2000
Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 2001, 2000 and 1999
Notes to Financial Statements
Schedule of Assets Held for Investment Purposes At End of Year
AXSYS TECHNOLOGIES, INC.
401 (K) RETIREMENT PLAN & TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
WITH
REPORTS OF INDEPENDENT AUDITORS
AXSYS TECHNOLOGIES, INC.
401 (K) RETIREMENT PLAN & TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
YEAR ENDED DECEMBER 31, 2001
CONTENTS
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Reports of Independent
Auditors |
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FINANCIAL STATEMENTS: |
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Statements of Changes in Net Assets Available for Plan Benefits |
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Supplemental Schedule: |
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Schedule H, line 4i—Schedule of Assets Held for Investment Purposes at End of Year |
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Report of Independent Auditors
Plan Investment Committee
Axsys Technologies, Inc. 401(k) Retirement Plan and Trust
We have audited the accompanying statement of net assets available for plan benefits of Axsys Technologies, Inc. 401(k) Retirement Plan and Trust as of December 31, 2001and the related statement of changes in net assets available for plan benefits for the year then ended. 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 audit. The financial statements of the Plan as of December 31, 2000 and for the two years then ended have been audited by another auditor whose report dated June 20, 2001 contained an unqualified opinion on those financial statements.
We conducted our audit in accordance with auditing standards generally accepted in the 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 plan benefits of the Plan at December 31, 2001and the changes in its net assets available for plan benefits for the year then ended, in conformity with accounting principles generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the 2001 financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes as of December 31, 2001, is presented for purposes of additional analysis and is not a required part of the 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 our audit of the 2001 financial statements and, in our opinion, is fairly stated in all material respects in relation to the 2001 financial statements taken as a whole.
/s/ Ernst & Young LLP
Hartford, Connecticut
June 27, 2002
1
HERMAN BIRNBAUM
Certified Public Accountant
P.O. Box 296
Pluckemin, NJ 07978
(908) 781-9863
INDEPENDENT AUDITOR’S REPORT
To the Axsys Technologies, Inc. 401(K) Retirement Plan and Trust Participants:
I have audited the statement of net assets available for benefits of the Axsys Technologies, Inc. 401(K) Retirement Plan and Trust (the “Plan”) as of December 31, 2000 and the statements of changes in net assets available for benefits for the years ended December 31, 2000 and 1999. These financial statements are the responsibility of the Plan’s management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my 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, 2000 and 1999 and the changes in net assets available for benefits for the years ended December 31, 2000 and 1999 in conformity with generally accepted accounting principles.
My audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at end of year as of December 31, 2000, is presented for purposes of additional analysis and are not a required part of the 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 our audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
June 20, 2001
2
AXSYS TECHNOLOGIES, INC.
401(K) RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
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December 31, |
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2001 |
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2000 |
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Assets |
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Investments at fair value |
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$ |
21,702,363 |
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$ |
23,863,745 |
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Contributions receivable: |
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Employees |
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164,566 |
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166,207 |
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Employer |
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207,710 |
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231,226 |
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Total contributions receivable |
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372,276 |
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397,433 |
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Net assets available for plan benefits |
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$ |
22,074,639 |
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$ |
24,261,178 |
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See accompanying notes
3
AXSYS TECHNOLOGIES, INC.
401(K) RETIREMENT PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
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Axsys |
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Fidelity |
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Fidelity |
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Fidelity Balanced |
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Fidelity |
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Fidelity |
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Fidelity |
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Fidelity |
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Additions: |
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Contributions - Employees |
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$ |
129,237 |
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$ |
438,606 |
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$ |
120,550 |
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$ |
186,431 |
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$ |
475,975 |
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$ |
62,551 |
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$ |
79,879 |
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$ |
121,018 |
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Contributions - Employer, net |
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60,041 |
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186,448 |
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90,359 |
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79,301 |
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179,515 |
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19,613 |
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28,464 |
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48,577 |
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Interest and dividend income |
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301,960 |
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1,971 |
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48,112 |
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116,126 |
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8,748 |
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4,173 |
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9,060 |
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794 |
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Exchange in |
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363,745 |
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92,187 |
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201,550 |
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366,108 |
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39,835 |
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21,340 |
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28,927 |
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13,918 |
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Loan repayment (principal and interest) |
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54,235 |
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112,390 |
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54,261 |
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59,359 |
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108,638 |
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6,934 |
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17,098 |
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16,608 |
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Deductions: |
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Realized loss/ (gain) |
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— |
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45,859 |
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(6,122 |
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5,255 |
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159,542 |
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2,436 |
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28,536 |
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29,575 |
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Distributions |
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545,906 |
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58,752 |
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118,374 |
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202,422 |
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504,916 |
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5,699 |
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42,448 |
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114,812 |
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Exchange out |
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152,576 |
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30,357 |
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252,056 |
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116,502 |
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332,034 |
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20,643 |
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81,206 |
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111,485 |
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Loan withdrawals |
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286,611 |
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17,381 |
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47,947 |
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76,974 |
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114,699 |
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4,977 |
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23,288 |
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9,925 |
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Net increase/(decrease) in net assets available for plan benefits |
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(75,875 |
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679,253 |
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102,577 |
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406,172 |
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(298,480 |
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80,856 |
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(12,050 |
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(64,882 |
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Unrealized (depreciation)/appreciation |
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— |
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(105,437 |
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12,319 |
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(49,007 |
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(1,002,417 |
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(6,032 |
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(217,230 |
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(144,100 |
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Net assets available for plan benefits, beginning of year |
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$ |
4,844,732 |
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$ |
342,998 |
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$ |
773,673 |
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$ |
2,626,884 |
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$ |
6,873,089 |
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$ |
23,646 |
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$ |
1,594,542 |
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$ |
1,313,577 |
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Transfer in from affiliated plan |
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— |
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— |
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— |
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— |
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— |
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496 |
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9,820 |
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8,231 |
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Net assets available for plan benefits, end of year |
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$ |
4,768,857 |
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$ |
916,814 |
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$ |
888,569 |
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$ |
2,984,049 |
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$ |
5,572,192 |
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$ |
98,966 |
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$ |
1,375,082 |
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$ |
1,112,826 |
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Fidelity |
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Fidelity |
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Spartan |
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Retirement |
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Loans |
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Axsys |
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Contribution Receivable |
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Total |
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Additions: |
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Contributions - Employees |
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$ |
150,115 |
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$ |
118,552 |
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$ |
188,464 |
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$ |
103 |
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$ |
— |
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$ |
— |
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$ |
(1,641 |
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$ |
2,069,840 |
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Contributions - Employer, net |
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81,051 |
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68,173 |
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51,405 |
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33 |
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— |
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88,853 |
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(23,516 |
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958,317 |
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Interest and dividend income |
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14,647 |
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10,300 |
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10,054 |
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65 |
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— |
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— |
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— |
|
526,010 |
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Exchange in |
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19,056 |
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— |
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73,534 |
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— |
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— |
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— |
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— |
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1,220,200 |
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||||||||
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Loan repayment (principal and interest) |
|
83,903 |
|
45,981 |
|
34,320 |
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(24 |
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(499,806 |
) |
— |
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— |
|
93,897 |
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Deductions: |
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|
|
|
|
|
|
|
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|
|
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Realized loss/ (gain) |
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4,288 |
|
2,287 |
|
18,416 |
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— |
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— |
|
105,475 |
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— |
|
395,547 |
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||||||||
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Distributions |
|
16,244 |
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5,296 |
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140,347 |
|
179 |
|
92,973 |
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115,172 |
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— |
|
1,963,540 |
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Exchange out |
|
2,495 |
|
1,822 |
|
114,569 |
|
— |
|
— |
|
4,455 |
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— |
|
1,220,200 |
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||||||||
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Loan withdrawals |
|
11,865 |
|
8,349 |
|
38,888 |
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— |
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(640,904 |
) |
— |
|
— |
|
— |
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||||||||
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Net increase/(decrease) in net assets available for plan benefits |
|
313,880 |
|
225,252 |
|
45,557 |
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(2 |
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48,125 |
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(136,249 |
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(25,157 |
) |
1,288,977 |
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||||||||
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Unrealized (depreciation)/appreciation |
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(29,808 |
) |
(27,454 |
) |
(87,917 |
) |
— |
|
— |
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(1,859,325 |
) |
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(3,516,408 |
) |
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Net assets available for plan benefits, beginning of year |
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$ |
125,881 |
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$ |
97,619 |
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$ |
891,854 |
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$ |
1,483 |
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$ |
1,227,050 |
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$ |
3,126,717 |
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$ |
397,433 |
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$ |
24,261,178 |
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|
Transfer in from affiliated plan |
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— |
|
— |
|
17,293 |
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— |
|
5,052 |
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— |
|
— |
|
40,892 |
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||||||||
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Net assets available for plan benefits, end of year |
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$ |
409,953 |
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$ |
295,417 |
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$ |
866,787 |
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$ |
1,481 |
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$ |
1,280,227 |
|
$ |
1,131,143 |
|
$ |
372,276 |
|
$ |
22,074,639 |
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FOR THE FOUR MONTH PERIOD SEPTEMBER 1 — DECEMBER 31, 2000
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Axsys |
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Fidelity |
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Fidelity |
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Fidelity Balanced |
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Fidelity |
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Fidelity |
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Fidelity |
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Fidelity |
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Additions: |
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|
|
|
|
|
|
|
|
|
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Contributions - Employees |
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$ |
28,691 |
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$ |
133,416 |
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$ |
32,817 |
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$ |
50,629 |
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$ |
143,077 |
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$ |
11,006 |
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$ |
29,164 |
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$ |
36,927 |
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Contributions - Employer, net |
|
8,386 |
|
32,719 |
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7,564 |
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13,194 |
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31,647 |
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2,381 |
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6,688 |
|
7,051 |
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Interest and dividend income |
|
95,287 |
|
20,531 |
|
10,851 |
|
118,596 |
|
319,980 |
|
2,832 |
|
282,908 |
|
77,274 |
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Exchange in |
|
81,646 |
|
55,883 |
|
111,515 |
|
83,224 |
|
15,149 |
|
— |
|
— |
|
448 |
|
||||||||
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Loan repayment (principal and interest) |
|
11,267 |
|
40,009 |
|
13,463 |
|
14,270 |
|
44,715 |
|
2,265 |
|
4,734 |
|
5,443 |
|
||||||||
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Deductions: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Realized (gain)/loss |
|
— |
|
52 |
|
(15 |
) |
2,007 |
|
35,791 |
|
(14 |
) |
37,249 |
|
6,558 |
|
||||||||
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Distributions |
|
— |
|
701 |
|
(237 |
) |
— |
|
1,380 |
|
— |
|
341 |
|
— |
|
||||||||
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Transfer out |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||
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Exchange out |
|
10,408 |
|
1,762 |
|
783 |
|
17,273 |
|
105,646 |
|
172 |
|
150,136 |
|
42,556 |
|
||||||||
|
Loan withdrawals |
|
55,286 |
|
1,725 |
|
365 |
|
31,257 |
|
44,715 |
|
— |
|
12,751 |
|
767 |
|
||||||||
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Net increase/(decrease) in net assets available for plan benefits |
|
159,583 |
|
278,318 |
|
175,314 |
|
229,376 |
|
367,036 |
|
18,326 |
|
123,017 |
|
77,262 |
|
||||||||
|
Unrealized (depreciation)/appreciation |
|
— |
|
(35,225 |
) |
11,396 |
|
(134,564 |
) |
(1,751,772 |
) |
(2,103 |
) |
(540,807 |
) |
(179,858 |
) |
||||||||
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Net assets available for plan benefits, beginning of year |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||
|
Balances transferred |
|
4,685,149 |
|
99,905 |
|
586,963 |
|
2,532,072 |
|
8,257,825 |
|
7,423 |
|
2,012,332 |
|
1,416,173 |
|
||||||||
|
Net assets available for plan benefits, end of year |
|
$ |
4,844,732 |
|
$ |
342,998 |
|
$ |
773,673 |
|
$ |
2,626,884 |
|
$ |
6,873,089 |
|
$ |
23,646 |
|
$ |
1,594,542 |
|
$ |
1,313,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Fidelity |
|
Fidelity |
|
Spartan |
|
Retirement |
|
Loans |
|
Axsys |
|
Contribution Receivable |
|
Total |
|
||||||||
|
Additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Contributions - Employees |
|
$ |
48,232 |
|
$ |
42,128 |
|
$ |
48,911 |
|
$ |
1,322 |
|
$ |
— |
|
$ |
— |
|
$ |
91,024 |
|
$ |
697,344 |
|
|
Contributions - Employer, net |
|
14,224 |
|
12,770 |
|
10,370 |
|
— |
|
— |
|
16,534 |
|
151,307 |
|
314,835 |
|
||||||||
|
Interest and dividend income |
|
4,672 |
|
3,096 |
|
4,969 |
|
3,267 |
|
— |
|
— |
|
(1 |
) |
944,262 |
|
||||||||
|
Exchange in |
|
26,259 |
|
16,686 |
|
8,531 |
|
— |
|
— |
|
— |
|
— |
|
399,341 |
|
||||||||
|
Loan repayment (principal and interest) |
|
24,986 |
|
13,790 |
|
9,353 |
|
25 |
|
(156,869 |
) |
— |
|
8 |
|
27,459 |
|
||||||||
|
Deductions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Realized (gain)/loss |
|
— |
|
— |
|
12,152 |
|
— |
|
— |
|
223 |
|
1 |
|
94,004 |
|
||||||||
|
Distributions |
|
— |
|
— |
|
— |
|
13 |
|
— |
|
— |
|
1 |
|
2,199 |
|
||||||||
|
Transfer out |
|
— |
|
— |
|
— |
|
640,040 |
|
— |
|
— |
|
— |
|
640,040 |
|
||||||||
|
Exchange out |
|
— |
|
— |
|
62,074 |
|
— |
|
— |
|
8,531 |
|
— |
|
399,341 |
|
||||||||
|
Loan withdrawals |
|
298 |
|
41 |
|
11,117 |
|
— |
|
(158,322 |
) |
— |
|
— |
|
— |
|
||||||||
|
Net increase/(decrease) in net assets available for plan benefits |
|
118,075 |
|
88,429 |
|
(3,209 |
) |
(635,439 |
) |
1,453 |
|
7,780 |
|
242,336 |
|
1,247,657 |
|
||||||||
|
Unrealized (depreciation)/appreciation |
|
(7,093 |
) |
(5,317 |
) |
(124,427 |
) |
— |
|
— |
|
(522,660 |
) |
(1 |
) |
(3,292,431 |
) |
||||||||
|
Net assets available for plan benefits, beginning of year |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
||||||||
|
Balances transferred |
|
14,899 |
|
14,507 |
|
1,019,490 |
|
636,922 |
|
1,225,597 |
|
3,641,597 |
|
155,098 |
|
26,305,952 |
|
||||||||
|
Net assets available for plan benefits, end of year |
|
$ |
125,881 |
|
$ |
97,619 |
|
$ |
891,854 |
|
$ |
1,483 |
|
$ |
1,227,050 |
|
$ |
3,126,717 |
|
$ |
397,433 |
|
$ |
24,261,178 |
|
See accompanying notes
4
FOR THE EIGHT MONTH PERIOD JANUARY 1 — AUGUST 31, 2000
|
|
|
Axsys |
|
CGM |
|
Westpeak |
|
Back Bay |
|
Loomis
Sayles |
|
Templeton International |
|
Loans Receivable |
|
Axsys
Technologies, |
|
Contributions |
|
Total |
|
||||||||||
|
Additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Contributions - employees |
|
$ |
134,760 |
|
$ |
227,341 |
|
$ |
173,625 |
|
$ |
24,776 |
|
$ |
31,756 |
|
$ |
32,579 |
|
$ |
— |
|
$ |
(441 |
) |
$ |
(9,680 |
) |
$ |
614,716 |
|
|
Contributions - employer, net |
|
43,367 |
|
79,926 |
|
59,495 |
|
12,183 |
|
10,302 |
|
16,716 |
|
— |
|
10,106 |
|
(28,062 |
) |
204,033 |
|
||||||||||
|
Interest income |
|
131,598 |
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
|
— |
|
131,598 |
|
||||||||||
|
Transfers in/(out) |
|
(91,308 |
) |
157,897 |
|
(12,441 |
) |
1,066 |
|
(27,249 |
) |
(27,966 |
) |
— |
|
2,814 |
|
(2,813 |
) |
— |
|
||||||||||
|
Loan repayment (principal & interest) |
|
112,846 |
|
53,092 |
|
22,296 |
|
6,336 |
|
2,871 |
|
4,030 |
|
(153,853 |
) |
— |
|
(47,618 |
) |
— |
|
||||||||||
|
Deductions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Distributions. |
|
1,061,037 |
|
1,924,022 |
|
976,147 |
|
82,675 |
|
64,842 |
|
192,408 |
|
72,930 |
|
1,181,213 |
|
(50,431 |
) |
5,504,843 |
|
||||||||||
|
Account maintenance charges |
|
8,935 |
|
12,740 |
|
11,197 |
|
995 |
|
1,015 |
|
1,211 |
|
— |
|
— |
|
— |
|
36,093 |
|
||||||||||
|
Net increase/(decrease) in net assets available for plan benefits |
|
(738,709 |
) |
(1,418,506 |
) |
(744,369 |
) |
(39,309 |
) |
(48,177 |
) |
(168,260 |
) |
(226,783 |
) |
(1,168,734 |
) |
(37,742 |
) |
(4,590,589 |
) |
||||||||||
|
Unrealized appreciation/ (depreciation) of investments |
|
(11,935 |
) |
(185,629 |
) |
81,681 |
|
11,992 |
|
(4,463 |
) |
(28,748 |
) |
— |
|
2,021,480 |
|
— |
|
1,884,378 |
|
||||||||||
|
Net assets available for plan benefits, beginning of period |
|
2,883,493 |
|
4,303,653 |
|
3,483,107 |
|
301,511 |
|
370,775 |
|
451,228 |
|
681,983 |
|
2,422,303 |
|
192,840 |
|
15,090,893 |
|
||||||||||
|
Transfer to Fidelity |
|
5,945 |
|
2,699,518 |
|
2,820,419 |
|
274,194 |
|
318,135 |
|
254,220 |
|
— |
|
— |
|
— |
|
6,372,431 |
|
||||||||||
|
Net assets available for plan benefits, end of period |
|
$ |
2,126,904 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
455,200 |
|
$ |
3,275,049 |
|
$ |
155,098 |
|
$ |
6,012,251 |
|
FOR THE FULL YEAR ENDED DECEMBER 31, 1999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Axsys |
|
CGM |
|
Westpeak |
|
Back Bay |
|
Loomis
Sayles |
|
Templeton International |
|
Loans Receivable |
|
Axsys
Technologies, |
|
Contributions |
|
Total |
|
||||||||||
|
Additions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Contributions - employees |
|
$ |
292,799 |
|
$ |
381,168 |
|
$ |
277,577 |
|
$ |
42,964 |
|
$ |
61,277 |
|
$ |
48,998 |
|
— |
|
77,301 |
|
(88,808 |
) |
1,015,975 |
|
||||
|
Contributions - employer, net |
|
67,445 |
|
110,681 |
|
70,917 |
|
20,670 |
|
16,267 |
|
19,196 |
|
— |
|
— |
|
35 405 |
|
417,882 |
|
||||||||||
|
Interest income |
|
176,003 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
176,003 |
|
||||||||||
|
Transfers in/(out) |
|
(72,553 |
) |
(223,574 |
) |
184,280 |
|
(771 |
) |
(6,601 |
) |
119,219 |
|
85,843 |
|
— |
|
24,018 |
|
— |
|
||||||||||
|
Loan repayment (principal & interest) |
|
(58,103 |
) |
(18,306 |
) |
(21,678 |
) |
(5,354 |
) |
(3,707 |
) |
(2,713 |
) |
— |
|
— |
|
— |
|
— |
|
||||||||||
|
Deductions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Distributions |
|
582,821 |
|
683,457 |
|
583,930 |
|
95,565 |
|
32,531 |
|
14,522 |
|
— |
|
424,726 |
|
(37,356 |
) |
2,380,196 |
|
||||||||||
|
Account maintenance charges |
|
16,335 |
|
17,611 |
|
12,923 |
|
1,362 |
|
1,459 |
|
974 |
|
— |
|
— |
|
— |
|
50,664 |
|
||||||||||
|
Net increase/(decrease) in net assets available for plan benefits |
|
(193,565 |
) |
(451,099 |
) |
(85,757 |
) |
(39,418 |
) |
33,246 |
|
169,204 |
|
85,843 |
|
(347,425 |
) |
7,971 |
|
(821,000 |
) |
||||||||||
|
Unrealized appreciation/ (depreciation) of investments |
|
— |
|
530,857 |
|
571,672 |
|
(1,911 |
) |
(15,036 |
) |
88,414 |
|
— |
|
(140,001 |
) |
— |
|
1,033,995 |
|
||||||||||
|
Net assets available for plan benefits, beginning of year |
|
3,077,058 |
|
4,223,895 |
|
2,997,192 |
|
342,840 |
|
352,565 |
|
193,610 |
|
596,140 |
|
2,909,729 |
|
184,869 |
|
14,877,898 |
|
||||||||||
|
Net assets available for plan benefits, end of year |
|
$ |
2,883,493 |
|
$ |
4,303,653 |
|
$ |
3,483,107 |
|
$ |
301,511 |
|
$ |
370,775 |
|
$ |
451,228 |
|
$ |
681,983 |
|
$ |
2,422,303 |
|
$ |
192,840 |
|
$ |
15,090,893 |
|
See accompanying notes
5
AXSYS TECHNOLOGIES, INC.
401(K) RETIREMENT PLAN & TRUST
DECEMBER 31, 2001
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING
The financial statements of the Axsys Technologies, Inc. 401K Retirement Plan and Trust (the “Plan”) are presented on the accrual basis of accounting.
INVESTMENTS
Investments are made as directed by the Plan's participants. Investments consisting of guaranteed investment contracts are recorded at contract value. All other investments are valued at fair value on December 31, 2001 and 2000 using share values of the funds as reported by Fidelity Investments Institutional Services Inc., the custodian of the Plan.
EXPENSES OF THE PLAN
Axsys Technologies, Inc. (“the Company”) incurs all administrative and auditing expenses, except for participant maintenance fees which are deducted directly from participant accounts.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
DEPOSITS WITH INSURANCE COMPANY
Deposits backed by the assets of an insurance company are subject to credit risk. If the Plan trustees/custodians fail to repay funds held by the Plan, the asset value of the plan could be substantially impaired.
INCOME TAX STATUS
The Plan received a determination letter from the Internal Revenue Service in 1997, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended. Once qualified, the Plan is required to operate in compliance with the Code to maintain its qualified status. The Plan Sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax exempt.
6
2. DESCRIPTION OF THE PLAN
The Company has maintained the Plan, which qualifies under section 401(a) and 401(k) of the Internal Revenue Code since April 1, 1985 and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended. All employees who are not members of collective bargaining groups and who are 21 years of age or older and have completed 1,000 hours of service during a consecutive twelve month period, are eligible to participate in the Plan.
Effective April 2, 2001, the Automation Engineering, Inc. 401(k) Profit Sharing Plan was merged into the Plan. The net assets of the plan at the date of transfer were $40,892.
Effective September 1, 2000, the Company amended and restated the Plan pursuant to an Adoption Agreement adopting the Fidelity CORPORATEplan for Retirement Prototype Basic Plan Document. The Company has appointed Fidelity Management Trust Company (“Fidelity”) as trustee of a separate trust established pursuant to the Fidelity Plan effective as of September 1, 2000 (the “Fidelity Trust”). Fidelity will be the trustee of all Plan assets, other than the assets attributable to the Deposit Funds under the New England group annuity contract and the guaranteed interest accounts under the Principal group annuity contracts, which Deposit Funds and guaranteed interest accounts will, effective September 1, 2000, comprise part of the Axsys Stable Value Fund along with certain assets in the Fidelity Trust (the transferred assets being referred to as “Transferred Assets” and the remaining assets being referred to as the “Insurance Contracts”).
Stephen W. Bershad and David A. Almeida are the co-trustees of the Trust, which hold assets exclusively attributable to the Insurance Contracts.
In connection with the amendment and restatement of the Plan, the Company intends to maintain the Trust separately from the Fidelity Trust until the maturity or liquidation of the Insurance Contracts or participant withdrawals or participant-directed investment transfers from the Axsys Stable Value Fund to another investment fund, at which time those assets will be transferred to the Fidelity Trust (unless otherwise directed by the Investment Committee).
Once all assets attributable to the Insurance Contracts are transferred to the Fidelity Trust or otherwise are distributed to satisfy withdrawals from the Axsys Stable Value Fund, Stephen W. Bershad and David A. Almeida will no longer serve as co-trustees of the Trust.
Although the Plan assets will be held in two separate trusts, the Plan is a “single plan” as described in Treasury Regulation Section 1.414(l)-1(b)(1) and all assets of both the Trust and the Fidelity Trust will be available to pay benefits to participants and beneficiaries of the Plan.
Prior to September 2000, the New England Life Insurance Company was the plan custodian and the plan was self-trusteed by Axsys.
Additionally, effective September 1, 2000 the Speedring, Inc. Deferred Income Retirement Plan and the Speedring Systems, Inc. Deferred Income Retirement Plan were merged into the Plan. The net assets of the respective plans at date of transfer were $6,252,730 and $5,288,030.
Participating employees may elect to defer a portion of their compensation and contribute it to the Plan on a pre-tax basis. The minimum allowable contribution under the Plan is 1% of annual gross pay. The maximum contribution to the Plan is limited by the Tax Reform Act of 1986 and was $10,500 in 2001 and 2000. The Company matched 100% of the first 3% contributed and 50% of the next 2% contributed, for a maximum of 4% during 2001 and from September 2000 through December 2000. Prior to September 1, 2000, the Company matched 100% of the first 3% of employee contribution.
7
Employees participating in the Plan are eligible to receive a benefit upon their normal retirement date, early retirement date, or disability retirement date equal to the amount in their individual accounts. Participant contributions and related investment returns are 100% vested. Employer matching contributions and related investment returns vest as follows:
|
Completed years of service |
|
Percentage Vested |
|
|
less than 1 |
|
0 |
% |
|
1 |
|
20 |
% |
|
2 |
|
40 |
% |
|
3 |
|
60 |
% |
|
4 |
|
80 |
% |
|
5 |
|
100 |
% |
Participants are eligible to borrow from their vested accounts in accordance with the Plan provisions. The maximum amount of any loan is the lesser of (a) $50,000 or (b) one-half of the participant’s vested balance but not less than $1,000. In addition, no more than three loans may be outstanding at any one time. All loans must be repaid, by payroll deductions within five years, except those loans used for the purchase of a principal residence, which must be repaid within twenty years. Participant loans are charged interest at the prime rate plus 1%.
The participants of the Plan may elect to have their contributions invested in any combination equal to a whole percentage of the following investment alternatives:
|
• |
|
Axsys Stable Value Fund |
|
|
• |
|
Fidelity Growth Company |
|
|
• |
|
Fidelity Investment Grade Bond Fund |
|
|
• |
|
Fidelity Balanced Fund |
|
|
• |
|
Fidelity Blue Chip Growth Fund |
|
|
• |
|
Fidelity Equity Income II |
|
|
• |
|
Fidelity Stock Selector |
|
|
• |
|
Fidelity Diversified International Fund |
|
|
• |
|
Fidelity Freedom 2020 |
|
|
• |
|
Fidelity Freedom 2030 |
|
|
• |
|
Spartan US Equity Index |
|
The participants of the Plan, effective for all periods presented, may elect to have the company match invested in the Axsys Technologies, Inc. common stock or in the same investment alternatives as the employee contributions.
While the Company has not expressed any intention to discontinue the Plan, it is free to do so subject to the provisions of ERISA. No such termination, however, shall permit the Plan’s Assets to be used for any purpose other than the exclusive benefit of the participating employees.
The information presented previously is not a complete description of the Plan. For more information see the Summary Plan Description available at the office of the Company.
8
3. INVESTMENTS
The following investments represent 5% or more of the Plan’s net assets:
|
|
|
December 31, |
|
||||
|
|
|
2001 |
|
2000 |
|
||
|
Fidelity Blue Chip Growth Fund |
|
$ |
5,572,192 |
|
$ |
6,873,089 |
|
|
Axsys Stable Value |
|
4,768,857 |
|
4,844,732 |
|
||
|
Fidelity Balanced Fund |
|
2,984,049 |
|
2,626,884 |
|
||
|
Fidelity Stock Selector |
|
1,375,082 |
|
1,594,542 |
|
||
|
Axsys Technologies, Inc. Common Stock |
|
1,131,143 |
|
3,126,717 |
|
||
|
Fidelity Diversified International Fund |
|
1,112,826 |
|
1,313,577 |
|
||
|
Loans to Participants |
|
1,280,227 |
|
1,227,050 |
|
||
|
|
|
$ |
18,224,376 |
|
$ |
21,606,591 |
|
The Plan has investments in guaranteed investment contracts that are recorded at contract value. Contract value represents contributions made under the contract, plus interest at the contract rate, less withdrawals from the contract. No valuation reserves have been established to adjust contract amounts since, at December 31, 2001 there is no concern with the credit worthiness of the contract issuer, the New England Life Insurance Company.
9
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of the net assets available for plan benefits per the financial statements to the Plan’s Form 5500:
|
|
|
December 31, |
|
||||
|
|
|
2001 |
|
2000 |
|
||
|
Net assets available for plan benefits per the financial statements |
|
$ |
22,074,639 |
|
$ |
24,261,178 |
|
|
Less: Contributions receivable per the financial statements |
|
372,276 |
|
397,433 |
|
||
|
Net assets available for plan benefits per the Form 5500 |
|
$ |
21,702,363 |
|
$ |
23,863,745 |
|
The following is a reconciliation of the contributions per the financial statements to the Form 5500.
|
|
|
Year Ended December 31, |
|
||||||||||
|
|
|
2001 |
|
2000 |
|
||||||||
|
|
|
Participant |
|
Employer |
|
Participant |
|
Employer |
|
||||
|
Contributions per the financial statements |
|
$ |
2,069,840 |
|
$ |
958,317 |
|
$ |
1,312,060 |
|
$ |
518,868 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Less: Contributions receivable at December 31, 2001 and 2000 |
|
(164,566 |
) |
(207,710 |
) |
(166,207 |
) |
(231,226 |
) |
||||
|
Add: Contributions receivable at December 31, 2000 and 1999 |
|
166,207 |
|
231,226 |
|
84,859 |
|
107,981 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Contributions per the Form 5500 |
|
$ |
2,071,481 |
|
$ |
981,833 |
|
$ |
1,230,712 |
|
$ |
395,623 |
|
5. PLAN INCOME
On September 28, 1999, the parent company of New England Financial, the Metropolitan Life Insurance Company (“MetLife”), voted to convert MetLife from a mutual insurance company to a stock insurance company. As a result of this process, a demutualization, a special one-time payment, in the form of shares of MetLife stock, was made to the Plan under the contract issued by New England Financial.
The financial statements for the period ended December 31, 2000 include approximately $635,000 from the proceeds of the sale of the Plan’s 20,797 shares of Met Life received as part of the demutualization program. Plan participants, in the New England Group Annuity Contract with account balances on September 28, 1999, were allocated the proceeds as dividend income in December 2000.
10
AXSYS TECHNOLOGIES, INC.
401(K) RETIREMENT PLAN & TRUST
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2001
Identity of Issue, Borrower or Similar Party |
|
Description of Investment
|
|
Current Value |
|
|
|
|
|
|
|
|
|
|
|
Axsys Stable Value Fund |
|
4,768,858 shares |
|
$ |
4,768,857 |
|
|
Axsys Technologies, Inc. Common Stock * |
|
113,114 shares |
|
1,131,143 |
|
|
|
Fidelity Growth Company |
|
17,227 shares |
|
916,814 |
|
|
|
Fidelity Investment Grade Bond Fund |
|
121,058 shares |
|
888,569 |
|
|
|
Fidelity Balanced Fund |
|
200,272 shares |
|
2,984,049 |
|
|
|
Fidelity Blue Chip Growth Fund |
|
129,767 shares |
|
5,572,192 |
|
|
|
Fidelity Equity Income II |
|
4,706 shares |
|
98,966 |
|
|
|
Fidelity Stock Selector |
|
65,077 shares |
|
1,375,082 |
|
|
|
Fidelity Diversified International Fund |
|
58,324 shares |
|
1,112,826 |
|
|
|
Fidelity Freedom 2020 |
|
32,588 shares |
|
409,953 |
|
|
|
Fidelity Freedom 2030 |
|
23,520 shares |
|
295,417 |
|
|
|
Retirement Money Market |
|
1,481 shares |
|
1,481 |
|
|
|
Spartan US Equity Index |
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21,328 shares |
|
866,787 |
|
|
|
Loans to Participants |
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Bear interest at rates ranging from 5% to 9.25% with varying maturity dates |
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1,280,227 |
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Total |
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|
|
$ |
21,702,363 |
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* Indicates party-in-interest to the Plan.
11
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other person who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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Axsys Technologies, Inc. 401(k) |
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Retirement Plan |
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(Plan Name) |
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DATE: |
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July 1, 2002 |
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/s/ Stephen W. Bershad |
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Stephen W. Bershad |
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Chief Executive Officer |
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DATE: |
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July 1, 2002 |
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/s/ David A. Almeida |
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David A. Almeida |
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Vice President & Chief Financial Officer |
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12