-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FMGgIeBaYFiP7yEaINmp7/aEWnxV6BBz8jVI6/4i1Dq4fasf7EtKEIS6S4sf5TRB 2GAbo5jv9vBtZ8aWrQ/MQw== 0000109471-06-000020.txt : 20060713 0000109471-06-000020.hdr.sgml : 20060713 20060713090840 ACCESSION NUMBER: 0000109471-06-000020 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060713 DATE AS OF CHANGE: 20060713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEROSONIC CORP /DE/ CENTRAL INDEX KEY: 0000109471 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 741668471 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11750 FILM NUMBER: 06959605 BUSINESS ADDRESS: STREET 1: 1212 N HERCULES AVE CITY: CLEARWATER STATE: FL ZIP: 33765 BUSINESS PHONE: 727-461-3000 MAIL ADDRESS: STREET 1: 1212 N HERCULES AVE CITY: CLEARWATER STATE: FL ZIP: 33765 11-K 1 form11k2005.htm FORM 11K _

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 11-K


ANNUAL REPORTS OF EMPLOYEE STOCK

PURCHASE, SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


(Mark One)


S

ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2005


OR


£

TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period ---------- to --------------


  Commission File Number 1-11750


A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

AEROSONIC CORPORATION 401(k) PLAN



B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Aerosonic Corporation

1212 North Hercules Avenue

Clearwater, Florida 33765





Aerosonic Corporation 401(k) Plan

Table of Contents

 
 

Page(s)

Report of Independent Registered Certified Public Accounting Firm

3

  

Financial Statements:

 
  

Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004

4

  

Statement of Changes in Net Assets Available for Benefits For the Year Ended

December 31, 2005

5

  

Notes to Financial Statements

6-11

  

Supplemental Schedules*

 
  

Schedule I - Schedule of Assets Held for Investment Purposes at End of Year as

of December 31, 2005

12

Schedule II – Schedule H, Part IV, Line 4a – Schedule of Delinquent Participant Contributions Year Ended

  December 31, 2005

13


*      All other schedules required by Section 2520.103-10 of the United States Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.


Signature

14

  

Exhibits

 
  

23  Consent of Tedder, James, Worden & Associates, P.A.

15

  



2




Report of Independent Registered Certified Public Accounting Firm



To the Administrator and Participants of the

Aerosonic Corporation 401(k) Plan:



We have audited the accompanying statements of net assets available for benefits of the Aerosonic Corporation 401(k) Plan as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005.  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. 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 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, 2005 and 2004, and the changes in net assets available for benefits for the year ended December 31, 2005 in conformity with U.S. generally accepted accounting principles.


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 for investment purposes at end of year as of December 31, 2005 and the supplemental schedule of delinquent participant contributions for the year ended December 31, 2005 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the United States 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/ Tedder, James, Worden & Associates, P.A.



Orlando, Florida

June 26, 2006


3




AEROSONIC CORPORATION

401(k) PLAN


Statements of Net Assets Available for Benefits

as of December 31, 2005 and 2004


 

   2005

 

   2004

Assets: 

   

Investments, at fair value: 

   

     Aerosonic Corporation common stock

$  197,775 

 

$   202,810 

     Registered investment companies

5,148,113 

 

4,208,665 

     Money market funds

604,639 

 

564,409 

     Participant loans

164,590 

 

140,762 

     Total investments

6,115,117 

 

5,116,646 

Receivables:

   

     Employer’s contributions

 

216,828 

     Participants’ contributions

 

54,795 

          Total receivables

 

271,623 

     Net assets available for plan benefits

$6,115,117 

 

$ 5,388,269 




The accompanying notes are an integral part of these financial statements.



4




AEROSONIC CORPORATION

401(k) PLAN


Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2005



  

Additions to net assets attributed to:

 

Investment income:

 

Interest and dividends

$   138,750 

Net appreciation in fair value of investments

211,088 

Total investment income

349,838 

  

Contributions:

 

Employers

216,382 

Participants’

509,439 

Total contributions

725,821 

Total additions

1,075,659 

  

Deductions from net assets attributed to:

 

Benefits paid to participants

(348,811)

Net increase

726,848 

  

Net assets available for plan benefits:

 

Beginning of year

5,388,269 

End of year

$6,115,117 



The accompanying notes are an integral part of these financial statements.



5




Aerosonic Corporation 401(k) Plan

Notes to Financial Statements

December 31, 2005 and 2004


1.  Plan Description


The following description of the Aerosonic Corporation 401(k) Plan (the "Plan") provides only general information. Participants of the Plan should refer to the Plan Agreement for a more complete description of the Plan.


General


The Plan is a defined contribution plan that covers the eligible employees of Aerosonic Corporation (the "Company") by allowing them a system of savings and salary deferral and by providing discretionary employer profit sharing contributions.


The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).  The Plan was established on February 1, 1993, and has been amended from time to time thereafter.


Eligibility


Employees become eligible to participate in the Plan beginning on January 1, April 1, July 1, or October 1, immediately following completion of three months of service and attaining age 21.


Contributions


Plan participants may voluntarily contribute, on a pre-tax basis, up to a maximum of 100% of their annual eligible compensation (up to the IRS maximum allowable amount) to the Plan. Participants also may rollover amounts representing distributions from other qualified defined benefit or defined contribution plans. All contributions are held in trust and invested by the Plan’s trustee in accordance with the options elected by the participants (i.e all investments are participant-directed).  The maximum allowable pre-tax voluntary contribution, as determined by the Internal Revenue Service was $14,000 and $13,000 for 2005 and 2004, respectively.


The Company may contribute, in cash or Company common stock, an amount equal to 100% of the employee's participation up to a maximum percentage (currently 3%) of eligible compensation. The Company contributes a percentage, as determined by the Board of Directors annually, of total eligible employee compensation (based upon calendar year earnings) to the Plan which amounted to approximately $216,000 for the year ended December 31, 2005.


Participant Accounts


Each participant's account is credited with the participant's contributions, their pro rata share of Company matching and additional discretionary contributions, and an allocation of Plan earnings or losses including market value adjustments on Plan investments. Company contributions are allocated to a participant's account based upon a combination of the participant's annual compensation and years of service, as described in the Plan document. Plan earnings (losses) are allocated to a participant's account based on the participant's account balance as a percent of total invested assets in each investment fund.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.  During 2005, the Company did not make any discretionary contributions to the Plan.


6




Vesting


Participants are immediately vested in their contributions to the Plan plus actual earnings and losses thereon.  Participants become vested in employer matching and additional discretionary contributions (and earnings or losses thereon) according to the following schedule:


Years of Service

 

Vesting Percentage

less than 2

 

  0%

2 but less than 3

 

 33%

3 but less than 4

 

 67%

4 or more

 

100%


Participants become fully vested upon death, disability, attainment of normal retirement age, or upon termination of the Plan.


Distribution of Participant Accounts


Distributions of a participant's account are made upon retirement from the Company at age 65, in cases of financial hardship, termination from service with the Company, death, or disability. Participants still employed who have reached the age of 59½ and are 100% vested are eligible for one distribution per calendar year. Distributions are made in a single lump-sum payment, in whole shares of Company stock, or in cash, or partially in Company stock or partially in cash, as determined by the Plan Administrator and based upon the relative proportion in which the participant’s account balance under the Plan consisted of stock or cash.


The Plan allows participants that are less than age 70½ to defer benefit payments until they cease employment.


Forfeitures of Accounts


Forfeitures of participant’s non-vested balances are used to reduce employer contributions. During 2005 and 2004, forfeitures of $12,973 and $4,154, respectively, were used to reduce the employer’s contributions.


Participants’ Loans


Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum of the lesser of $50,000 or 50% of their vested account balance. A participant may not have more than one loan outstanding at any time. Loans, which are collateralized by the balance in the participant's account, bear interest at rates based upon the prime interest rate as published in the Wall Street Journal on the first business day of the month when the loan is drawn plus 1%, which range from 5% to 10.5% per annum at December 31, 2005.  All loans are repaid through salary reductions within a period of five years, except loans to acquire the participant's principal residence, for which the term of the loan may be up to ten years.  Each loan is documented in the form of a promissory note signed by the participant and collateralized by this pledge on the participant’s account balance.


2.  Summary of Significant Accounting Policies


Basis of Accounting


The accompanying financial statements are prepared on the accrual basis of accounting, except for benefits paid, which are recorded when paid, in conformity with accounting principles generally accepted in the United States of America.


7





Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and disclosure of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from those estimates.


Investment Valuation and Income Recognition


The Plan's investments are stated at fair value. The value of investments is determined using quoted market prices from national exchanges, which represent the net asset value of shares held by the Plan at year-end. Participant loans are valued at the amount of unpaid principal, which approximates fair value. The value of Aerosonic Corporation common stock is determined using the quoted market price from the American Stock Exchange at year end.  Interest income is recognized when earned. Dividend income is recorded on the ex-dividend date.  Realized gains and losses on investments are recognized upon the sale of the related investments and unrealized appreciation or depreciation is recognized at period end when the carrying values of the related investments are adjusted to their estimated fair market value. Purchases and sales of investments are recorded on a trade date basis.


Earnings on investments, with the exception of participant loans, are allocated on a pro rata basis to individual participant accounts based on the type of investment and the ratio of each participant’s individual account balance to the aggregate participant account balances.  The portion of interest included in each loan payment made by a participant is recognized as interest income in the participant’s individual account.


Net Appreciation (Depreciation) in Fair Value of Investments


The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of investments, which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments.


Risks and Uncertainties


Investment securities are exposed to various risks, including those involving interest rates, the securities market, and credit conditions. Due to the level of risk associated with certain investment securities, changes in the values of such investment securities may involve declines in value in the near term and in the long term, and such declines could have a material adverse effect upon participants' account balances, and the amounts reported in the statements of net assets available for benefits.


Payments of Benefits


The Plan records benefit payments to withdrawing participants when paid.  Under the rules for preparation of the Form 5500, the Plan’s Form 5500 will reflect an accrual for the amount to be paid to participants who withdrew from the Plan prior to year-end, and who had requested a distribution which was approved but not yet paid at period end, if any.  There were no unpaid distributions at December 31, 2005 or 2004.


8





Administrative Expenses


The Plan provides that the Company may pay all or part of the administrative expenses of the Plan or administrative expenses can be charged against investment earnings before allocation to the participant accounts. All administrative expenses were paid by the Company for the benefit of the Plan and therefore are not reflected in the accompanying financial statements.


3.  Investments


The following presents investments that represent 5% or more of the Plan's net assets as of December 31:


  

2005

 

2004

     

Dreyfus Premier S&P Stars Fund

 

$1,287,478 

 

$1,042,733 

The George Putnam Fund of Boston

 

994,441 

 

865,306 

Putnam New Opportunities Fund

 

990,803 

 

751,472 

Putnam Global Equity Fund

 

666,003 

 

483,170 

Dreyfus Premier Intrinsic Value Portfolio Fund

 

636,700 

 

534,195 

Putnam Money Market Fund

 

604,639 

 

564,409 

Putnam U.S. Government Income Trust

 

572,688 

 

531,789 


The Plan's investments (including gains and losses on investments bought and sold, as well as those held during the year), increased in value by $211,088 during the year ended December 31, 2005, as follows:


Registered investment companies

 

$   196,297 

Aerosonic Corporation common stock

 

14,791 

  

$   211,088 


4.  Tax Status


The Plan has received a favorable determination letter from the Internal Revenue Service dated July 19, 1994, which states that the Plan qualifies under the applicable provisions of the Internal Revenue Code and that it is therefore exempt from federal income taxes. The Plan was amended and restated effective January 1, 2001 to incorporate changes required under the IRS "GUST" provisions. The Company received a favorable determination letter from the Internal Revenue Service dated August 1, 2002. Accordingly, no provision for income taxes has been included in the accompanying financial statements.  The Plan was also amended and restated effective January 1, 2003 to comply with final regulations issued under IRS Code Section 401(a)(9)  regarding required minimum distributions.


5.  Plan Amendment and Termination


Although the Company has not expressed any intent to do so, the Company has the right, under the Plan agreement, to amend any or all provisions of the Plan as well as discontinue contributions and terminate the Plan at any time, subject to the provisions of ERISA.  In the event of Plan termination, participants will become 100% vested in their accounts.  All such vested interests shall be non-forfeitable.




9





6.  Concentrations of Credit Risk


Financial instruments which potentially subject the Plan to concentrations of credit risk consist of the Plan's investments. Management maintains the Plan's investments with what management believes to be high credit quality financial institutions and attempts to limit the amount of credit exposure to any particular investment.


7.  Party-In-Interest


Section 3(14) of ERISA defines a party-in-interest to include, among others, fiduciaries or employees of the Plan, any person who provides services to the Plan, or an employer whose employees are covered by the Plan. Certain Plan investments are shares of registered investment companies managed by Putnam Fiduciary Trust Company. Putnam Fiduciary Trust Company is the trustee as defined by the Plan. Therefore, these transactions qualify as party-in-interest transactions.  An employee of the Company serves as the plan administrator of the Plan.  In addition, Plan investments include investments in the Company’s common stock; therefore, these transactions also qualify as party-in-interest transactions.


8.  Reconciliation of Financial Statements to the Form 5500


The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31, 2005 and 2004:


   

2005

 

2004

Net assets available for benefits per the financial statements

$ 6,115,117 

 

$ 5,388,269 

    

Less contributions receivable:

   
 

Participants’

 

(54,795)

 

Employer's

 

(216,828)

 

Net assets available for benefits per the Form 5500

$ 6,115,117 

 

$ 5,116,646 

 

The following is a reconciliation of contributions per the financial statements to the Form 5500

for the year ended December 31, 2005:

   
    

Contributions per the financial statements

$    725,821 

  

Add 2004 contributions receivable:

   
 

Participants’

54,795 

  
 

Employer's

216,828 

  

Contributions per the Form 5500

$    997,444 

  
      


10




Contributions per the Form 5500 represent all contributions received as of December 31, 2005.  The receivable balances reflect payments due but not yet paid to the trustee as of December 31, 2004.


   

Net increase in net assets available for benefits per the financial statements

$    726,848 

 

Plus 2004 contributions receivable:

  
 

Participants’

54,795 

 
 

Employer’s

216,828 

 

Net income per the Form 5500

$    998,471 

 


9.  Prohibited Transactions


During 2005, the Plan sponsor inadvertently failed to deposit approximately $2,700 of participant deferrals within the required timeframe as stated by the United States Department of Labor (“DOL”). The DOL considers late deposits to be prohibited transactions. The Plan sponsor will file a Form 5330 and pay all applicable excise taxes. The excise tax payments will be made from the Plan sponsor's assets and not from assets of the Plan.



11




Schedule 1

AEROSONIC CORPORATION

401(k) PLAN


Schedule of Assets Held for Investment Purposes at End of Year

as of December 31, 2005


EIN #74-1668471

Plan #002


(a)

 

(b)

 

(c)

 

(d)

 

(e)


 

Identity of issue,

borrower, lessor or similar

party

 

Description of investment including

maturity date, rate of interest, collateral, par

or maturity date

 

Cost

 

Current value

         
  

Dreyfus Corporation

 

Dreyfus Premier S&P Stars Fund

 

  **

 

$  1,287,478 

*

 

Putnam Investments

 

The George Putnam Fund of Boston

 

  **

 

994,441 

*

 

Putnam Investments

 

Putnam New Opportunities Fund

 

  **

 

990,803 

*

 

Putnam Investments

 

Putnam Global Equity Fund

 

  **

 

666,003 

  

Dreyfus Corporation

 

Putnam Intrinsic Value Portfolio Fund

 

  **

 

636,700 

*

 

Putnam Investments

 

Putnam Money Market Fund

 

  **

 

604,639 

*

 

Putnam Investments

 

Putnam U.S. Government Income Trust

 

  **

 

572,688 

*

 

Aerosonic Corporation

   Common Stock

 

Equity Securities of Aerosonic Corporation

 

$ 416,016 

 

 197,775 

*

 

Participant Loans

 

Various maturities ranging from March 2006 to July 2014 (interest rates from 5.0% to 10.5%)

 

**

 

164,590 

      

$ 416,016 

 

$  6,115,117 



*   Party-in-interest

** Historical cost is not required as investments are participant-directed



12






Schedule 2

AEROSONIC CORPORATION

401(k) PLAN


Schedule H, Part IV, Line 4(a) – Schedule of Delinquent Participant Contributions

EIN #74-1668471

Plan #002


Year Ended December 31, 2005




Participant Contributions Transferred Late to Plan

Total that Constitute Nonexempt Prohibited Transactions

$2,700

$2,700



13




SIGNATURES


The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator of the Aerosonic Corporation 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.



Aerosonic Corporation 401(k) Plan



By:  /s/  Gary E. Colbert                                           

Executive Vice President and Chief Financial Officer,

Secretary and Treasurer of Aerosonic Corporation and

Agent for Service of Legal Process of the 401(k) Plan



July 12, 2006


14




Exhibit 23


CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM



We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-59064) of Aerosonic Corporation of our report dated June 26, 2006, with respect to the statements of net assets available for benefits of the Aerosonic Corporation 401(k) Plan as of December 31, 2005 and 2004, the related statement of changes in net assets available for benefits for the year ended December 31, 2005, and the related supplemental schedules as of December 31, 2005, which report appears in the December 31, 2005 Annual Report on Form 11-K of the Aerosonic Corporation 401(k) Plan.






/s/ Tedder, James, Worden & Associates, P.A.






Orlando, Florida

July 12, 2006



15



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