UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One):
☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2022
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-21767
Viasat, Inc. 401(k) Profit Sharing Plan
(Full title of plan and the address of the plan,
if different from that of the issuer named below)
VIASAT, INC.
(Name of issuer of the securities held pursuant to the plan)
6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Address of principal executive offices and telephone number)
REQUIRED INFORMATION
Item 1. | Not applicable. |
Item 2. | Not applicable. |
Item 3. | Not applicable. |
Item 4. | The Viasat, Inc. 401(k) Profit Sharing Plan (the Plan) is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA). Attached hereto are the audited financial statements and related schedule of the Plan for the fiscal year ended March 31, 2022, which have been prepared in accordance with the financial reporting requirements of ERISA. |
Exhibits.
The Exhibit Index on page 12 is incorporated herein by reference as the list of exhibits required as part of this report.
VIASAT, INC. 401(k) PROFIT SHARING PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
AS OF MARCH 31, 2022 AND 2021, AND FOR THE FISCAL YEAR ENDED MARCH 31, 2022
All other supplemental schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA are omitted because of the absence of conditions under which they are required.
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Participants of the Viasat, Inc. 401(k) Profit Sharing Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Viasat, Inc. 401(k) Profit Sharing Plan (the Plan) as of March 31, 2022 and 2021, and the related statement of changes in net assets available for benefits for the fiscal year ended March 31, 2022 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of March 31, 2022 and 2021, and the changes in net assets available for benefits for the fiscal year ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of March 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplemental information is the responsibility of the Plans management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ KBF CPAs LLP |
We have served as the Plans auditor since 2005. |
Irvine, California |
September 26, 2022 |
1
VIASAT, INC. 401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF MARCH 31, 2022 AND 2021
2022 | 2021 | |||||||
ASSETS: |
||||||||
Investments, at fair value: |
||||||||
Mutual funds |
$ | 590,145,201 | $ | 564,817,890 | ||||
Common/collective trusts |
310,646,598 | 287,227,924 | ||||||
Viasat, Inc. common stock |
75,989,746 | 65,180,516 | ||||||
Self-directed brokerage accounts |
18,812,714 | 17,579,737 | ||||||
|
|
|
|
|||||
Total investments at fair value |
995,594,259 | 934,806,067 | ||||||
Fully benefit-responsive investment contract, at contract value |
60,829,300 | 57,119,225 | ||||||
|
|
|
|
|||||
Total investments |
1,056,423,559 | 991,925,292 | ||||||
Receivables: |
||||||||
Employer contributions |
27,618,778 | 24,488,454 | ||||||
Notes receivable from participants |
8,457,036 | 8,625,401 | ||||||
|
|
|
|
|||||
Total receivables |
36,075,814 | 33,113,855 | ||||||
|
|
|
|
|||||
NET ASSETS AVAILABLE FOR BENEFITS |
$ | 1,092,499,373 | $ | 1,025,039,147 | ||||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
2
VIASAT, INC. 401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE FISCAL YEAR ENDED MARCH 31, 2022
ADDITIONS: |
||||
Additions to net assets attributed to: |
||||
Investment gain: |
||||
Dividend and interest income |
$ | 37,038,514 | ||
Net depreciation in fair value of all investments |
(11,249,156 | ) | ||
|
|
|||
Total investment gain |
25,789,358 | |||
Interest on notes receivable from participants |
435,902 | |||
Contributions: |
||||
Employer |
27,618,778 | |||
Employee |
68,850,728 | |||
Rollover |
10,344,572 | |||
|
|
|||
Total contributions |
106,814,078 | |||
|
|
|||
Total additions |
133,039,338 | |||
|
|
|||
DEDUCTIONS: |
||||
Deductions from net assets attributed to: |
||||
Benefits paid to participants |
64,568,767 | |||
Administrative expenses |
1,010,345 | |||
|
|
|||
Total deductions |
65,579,112 | |||
|
|
|||
NET INCREASE |
67,460,226 | |||
NET ASSETS AVAILABLE FOR BENEFITS: |
||||
Beginning of the year |
1,025,039,147 | |||
|
|
|||
End of the year |
$ | 1,092,499,373 | ||
|
|
The accompanying notes are an integral part of these financial statements.
3
VIASAT, INC. 401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED MARCH 31, 2022
1. | Description of Plan |
The following description of the Viasat, Inc. 401(k) Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan document or the summary plan description for a more complete description of the Plans provisions.
General
The Plan is a defined-contribution savings and profit sharing plan sponsored by Viasat, Inc. (Viasat, the Company or the Employer) to encourage and assist eligible employees of the Company and its designated subsidiaries to adopt a regular program of savings to provide additional financial security for retirement. The Plan was effective on January 1, 1990. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Great-West Trust Company, LLC (Great-West), serves as the non-discretionary trustee of the trust established as part of the Plan pursuant to a trust agreement (the Trust Agreement) and is authorized to hold the assets of the trust under the terms of the Trust Agreement.
In response to the COVID-19 pandemic (COVID-19), the Plan adopted the distribution provision of the Coronavirus Aid, Relief, and Economic Security (CARES) Act effective April 3, 2020 that was signed into law on March 27, 2020. A CARES Act distribution allowed the Plans participants to take a COVID-19 related distribution up to $100,000 from the Plan beginning on or after January 1, 2020 and before December 31, 2020. Additionally, the Plan adopted the temporary loan repayment deferral provision of the CARES Act. The deferral provision adopted by the Plan allowed qualified Plan participants who had Plan loan repayments to defer such repayments until December 31, 2020. The plan also adopted the CARES Act loan provision which raised the limits for qualified plan loans to $100,000 or 100% of the value of the participants vested account balance for loans issued beginning March 27, 2020 and ending September 23, 2020.
Administration
The Plan is administered by the Company. The Company has the full power to administer the Plan.
Eligibility
To be eligible to participate in the Plan, an employee must be age 18 or older. Employees represented by a collective bargaining agreement or who are nonresident aliens are ineligible.
Contributions
Participants may contribute to the Plan on a pre-tax basis and/or on an after-tax Roth basis subject to the provisions of the Internal Revenue Code (the Code). New employees will be automatically enrolled in the Plan at a pre-tax deferral rate of 5% unless an employee opts out. Employees automatically enrolled in the Plan will receive an automatic 1% increase in their deferral rate on each anniversary of their automatic enrollment date up to a maximum of 10% unless they opt out. In addition, participants who will be at least age 50 by the end of the tax year may make an additional catch-up contribution as prescribed by the Code. Participants can change their elective deferral percentage or opt out at any time.
The Company may, at its discretion, make matching contributions to the Plan in the form of cash or the Companys common stock. During the fiscal year ended March 31, 2022, the Company elected to make matching contributions of 50% of each employees pre-tax and after-tax Roth contributions, with a matching limit not to exceed 5% of the employees eligible compensation. Matching contributions are accrued in the period in which the Plan administrator is reasonably certain of their occurrence.
Matching contributions made by the Company in cash are invested in the participants accounts according to their specified allocation of investment fund options as of the date of the contribution. However, if the match is made with the Companys common stock, participants have the option to transfer all or part of those amounts into any other investments available under the Plan. The employer matching contributions receivable of $27,618,778 as of March 31, 2022 was paid in June of 2022 with the Companys common stock. The employer matching contributions receivable of $24,488,454 as of March 31, 2021 was paid in June of 2021 with the Companys common stock.
4
VIASAT, INC. 401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED MARCH 31, 2022
Additionally, the Plan allows for discretionary profit sharing contributions and qualified non-elective contributions (QNEC) by the Company. For the fiscal year ended March 31, 2022, there were no discretionary profit sharing contributions or QNEC contributions made.
Rollover contributions meeting certain guidelines detailed in the Plan document may be made to the Plan.
Participant Accounts
Separate accounts are maintained for each participant. Participants direct the investment of their Plan accounts among a variety of investment options. Participants may change their elections, including investments in the Company common stock, on a daily basis. Plan earnings (losses) from investments are allocated to the participant account balances on a daily basis using a weighted-average of participant account balances.
Vesting
Participants are immediately vested in their voluntary contributions, plus actual earnings thereon. Participants are vested in Company matching and profit sharing contributions as follows:
Years of Vesting Service |
Vested Percentage | |||
Less than 1 year |
0 | % | ||
1 but less than 2 years |
34 | % | ||
2 but less than 3 years |
67 | % | ||
3 or more years |
100 | % |
Additionally, participants become 100% vested in Company contributions upon death, disability, or upon reaching the early or normal retirement ages as defined in the Plan document.
Forfeitures
Amounts forfeited by terminated employees are used to pay expenses of the Plan and/or reduce Company matching contributions. As of March 31, 2022 and 2021, forfeitures of $591,977 and $1,077,085, respectively, were available to reduce future employer contributions. During fiscal years 2022 and 2021, forfeitures of $241,308 and $821,062 were utilized to reduce the employer contributions receivable, respectively.
Payment of Benefits
Prior to termination of employment, a participant may make the following in-service withdrawals: (a) all or any portion of their rollover balance at any time, (b) all or a portion of their vested Plan accounts upon attaining age 591/2, (c) qualified reservist withdrawals from deferrals, (d) deemed severance of employment withdrawals if on active military duty and (e) hardship withdrawals. Upon retirement or other termination of employment, participants or their beneficiaries are entitled to receive their vested balances in a lump sum distribution or installment payments. Involuntary cash-out distributions of amounts greater than $1,000 but not more than $5,000, are distributed in the form of a direct rollover to an individual retirement account designated by the Plan administrator. If the distribution is less than $1,000, a check for the vested balance is sent to the employee, less applicable tax withholding.
Hardship Withdrawals
Upon certain conditions, participants, while still employed by the Company, are permitted to withdraw, in a single sum, a portion of their vested account as a result of an immediate and heavy financial need. These conditions include unreimbursed medical expenses, the purchase of the participants principal residence, the payment of post-secondary education tuition, the payment of burial or funeral costs of immediate family members, the payment of natural disaster clean-up on the participants principal residence or to prevent eviction or foreclosure from the participants principal residence.
5
VIASAT, INC. 401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED MARCH 31, 2022
Notes Receivable from Participants
Participants are eligible to borrow the lesser of $50,000 or 50% of their vested account balance subject to certain limitations outlined in the Plan. The notes are secured by the vested balance in the participants account and bear interest at the prime rate at inception of the note plus 1% per annum. Principal and interest is paid ratably through payroll deductions. At March 31, 2022, notes receivable from participants mature through fiscal year 2052 and bear interest at rates between 4.25% and 9.25% per annum.
If an active participant discontinues making note payments and fails to make payments when they are due under the terms of the note, the note will be considered in default. Under certain circumstances, as indicated in the Plan document, a note that is in default may be deemed a distribution from the Plan and will be included in the statement of changes in net assets available for benefits.
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 a Plan termination, participants become 100% vested in their accounts.
Investment Options
Participants may direct employer and participant contributions and existing account balances into any of several investment options, including mutual funds, common/collective trusts, the Viasat, Inc. Common Stock Fund, self-directed brokerage accounts and a fully benefit-responsive investment contract. Additionally, a participant may transfer amounts from other investment options into the Viasat, Inc. Common Stock Fund, provided that no transfer will cause more than 20% of a participants account to be invested in the Viasat, Inc. Common Stock Fund.
2. | Summary of Significant Accounting Policies |
Basis of Accounting and Accounting Standards Codification
The Plan follows accounting standards set by the Financial Accounting Standards Board (the FASB), which establishes generally accepted accounting principles in the United States (GAAP) that are followed in reporting the statements of net assets available for benefits and statement of changes in net assets available for benefits. The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. References to GAAP issued by the FASB in these notes are to the FASB Accounting Standards Codification, referred to as the Codification or ASC.
Investment Valuation and Income Recognition
The Plan follows the fair value measurement and disclosure requirements of ASC 820, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability. The Plans investments are recorded at fair value, except for the fully benefit-responsive investment contract which is reported at contract value. Contract value is the relevant measure for the portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants normally would receive if they were to initiate permitted transactions under the terms of the Plan. See Note 3 Fair Value Measurements below for further information on the valuation of investments.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net depreciation in fair value of investments consists of the net change in unrealized gains or losses during the year and the Plans gains and losses on investments sold during the year.
Administrative Expenses
The Company pays certain administrative expenses of the Plan. Direct expenses totaling $1,010,345 were paid by the Plan and allocated to the participants for the fiscal year ended March 31, 2022. Certain expenses are included in the transaction prices of investments bought and sold and are not separately quantified.
6
VIASAT, INC. 401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED MARCH 31, 2022
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of the Plans financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair values of certain investments. Actual results could differ from those estimates.
Risk and Uncertainties
The Plan assets are invested in a variety of investments. Investment securities are exposed to various risks, including foreign currency exchange rate risk, interest rate risk, market risk, and credit risk. 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 investment values may occur in the near term and that such changes could materially affect the amounts reported in the statements of net assets available for benefits.
3. | Fair Value Measurements |
ASC 820 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:
Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value (these are often based on internal models and there is rarely a two-way market).
The assets fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Investments held in the Plan primarily consist of mutual funds, common/collective trusts, the Companys common stock and self-directed brokerage accounts. These assets are recorded at fair value on a recurring basis. Certain investments are measured at fair value using the net asset value (NAV) per share (or its equivalent) as a practical expedient. These investments include common/collective trusts which are typically valued using the NAV provided by the issuer of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus liabilities and divided by the number of shares or units outstanding. The following is a description of the valuation methodologies used for investments measured at fair value. There have been no changes in the methodologies used as of March 31, 2022 and 2021.
Mutual funds: Valued at the closing NAV reported on the last business day of the fiscal year which is also the quoted market prices available on an active market.
Common/collective trusts: Valued by the issuer of the common/collective trust funds based on the NAV of its underlying investments. The underlying investments are valued by the issuer using quoted market prices on active markets and provide for daily redemptions with one or two days notice.
7
VIASAT, INC. 401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED MARCH 31, 2022
As of March 31, 2022 and 2021, the Plans investments in common/collective trusts have no unfunded commitments.
Company common stock: Investments in securities (common stock) traded on a national securities exchange are valued at the last reported sales price on the last business day of the fiscal year.
Self-directed brokerage accounts: The self-directed brokerage accounts are valued based on the fair value of the underlying investments. The underlying investments are carried at fair value based on quoted marked prices.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan administrator believes these valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
For fiscal years ended March 31, 2022 and March 31, 2021, there were no transfers in or out of Level 3. The following table sets forth by level, within the fair value hierarchy, the Plans investments at fair value as of March 31, 2022:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 590,145,201 | $ | | $ | | $ | 590,145,201 | ||||||||
Viasat, Inc. common stock |
75,989,746 | | | 75,989,746 | ||||||||||||
Self-directed brokerage accounts |
| 18,812,714 | | 18,812,714 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total investments in the fair value hierarchy |
$ | 666,134,947 | $ | 18,812,714 | $ | | $ | 684,947,661 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Common/collective trusts measured at NAV |
310,646,598 | |||||||||||||||
|
|
|||||||||||||||
Total investments at fair value |
$ | 995,594,259 | ||||||||||||||
|
|
The following table sets forth by level, within the fair value hierarchy, the Plans investments at fair value as of March 31, 2021:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 564,817,890 | $ | | $ | | $ | 564,817,890 | ||||||||
Viasat, Inc. common stock |
65,180,516 | | | 65,180,516 | ||||||||||||
Self-directed brokerage accounts |
| 17,579,737 | | 17,579,737 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total investments in the fair value hierarchy |
$ | 629,998,406 | $ | 17,579,737 | $ | | $ | 647,578,143 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Common/collective trusts measured at NAV |
287,227,924 | |||||||||||||||
|
|
|||||||||||||||
Total investments at fair value |
$ | 934,806,067 | ||||||||||||||
|
|
4. | Fully Benefit-Responsive Investment Contract |
In fiscal year 2020, the Plan entered into a group annuity contract with Great-West Life and Annuity Insurance Company (GWL&A), the Great-West Investments Fixed Account. The contract is a traditional investment contract. Under the contract, the participant principal and interest are fully guaranteed by the general account assets of GWL&A. The investment strategy employed seeks to achieve consistent returns to support a competitive credited rate. Bonds invested in the general account segment have an average maturity between three and seven years; are investment-grade in quality; and are diversified across a range of fixed-income asset classes such as asset-backed securities, mortgage-backed securities, commercial mortgage-backed securities, commercial mortgages, private equity, etc.
This contract meets the fully benefit-responsive investment contract criteria and therefore is reported at contract value. Contract value is the relevant measure for the fully benefit-responsive investment contracts because this is the amount received by the participant if they were to initiate permitted transactions under the terms of the Plan. Contract value represents contributions made under each contract, plus earnings, less participant withdrawals, and administrative expenses. The contract issuer is contractually obligated to repay the principal and interest at a specified interest rate that is guaranteed to the Plan.
8
VIASAT, INC. 401(k) PROFIT SHARING PLAN
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED MARCH 31, 2022
The crediting rate is based on a formula established by the contract issuer but may not be less than zero percent. Each quarter an interest rate is established for new deposits received in that quarter and that interest rate is guaranteed for the remainder of the current calendar year. A renewal interest rate is then established each subsequent calendar year and is guaranteed for one calendar year. The contract does not have a maturity date.
The Plans ability to receive amounts due in accordance with the fully benefit-responsive investment contract is dependent upon the third-party issuers ability to meet its financial obligations. The issuers ability to meet its contractual obligations may be affected by future economic and regulatory developments.
Certain events might limit the ability of the Plan to transact at contract value with the contract issuer. Examples of such events include, but are not limited to the Plans failure to qualify under Section 401(a) of the Code or the failure of the trust to be tax-exempt under section 501(a) of the Code; premature termination of the contract; Plan terminations or merger; changes to the Plans prohibition or competing investment options; and bankruptcy of the Plan Sponsor or other events of the Sponsor, such as divestitures, that significantly affect the Plans normal operations.
No events are probable of occurring that might limit the ability of the Plan to transact at contract value with the contract issuer as that would limit the ability of the Plan to transact at contract value with the participants.
5. | Party-In-Interest Transactions |
A party-in-interest is defined as a fiduciary or employee of the Plan, any person who provides service to the Plan, an employer whose employees are covered by the Plan, an employee organization whose members are covered by the Plan, a person who owns 50% or more of such an employer or employee organization, or a relative of such persons mentioned.
Certain Plan investment options are investments offered by GWFS Equities, an affiliate of Great-West, the trustee of the Plan. Additionally, certain investment fees are paid by the trustee and are reflected in the investment gain for the year. The Plan also issues loans to participants that are secured by the vested balance in the participants accounts. As such, these transactions qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules.
In addition, the Plan sponsor, Viasat, Inc., is a party-in-interest.
6. | Tax Status |
Effective October 1, 2016, the Plan was restated using a nonstandardized prototype plan document designed by Great-West, which received an IRS opinion letter dated March 31, 2014 stating that the prototype plan document complied with the applicable law. The Plan, which continues to use that prototype document, has been subsequently amended and restated since 2016; however, management believes it is designed and continues to be operated in compliance with the applicable requirements of the Code and thus is exempt from federal income taxes under the provisions of Section 401(a) of the Code.
Assuming it meets certain initial and ongoing requirements, the Plan is generally exempt from federal and state income taxes. However, GAAP requires the Plan administrator to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of March 31, 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
7. | Subsequent Events |
The Company acquired RigNet, Inc. (RigNet) on April 30, 2021, and effective June 15, 2022, RigNet employees became eligible to participate in the Plan. Furthermore, post severance partial payments are allowed under the Plan effective June 15, 2022.
9
VIASAT, INC. 401(k) PROFIT SHARING PLAN
(Plan Number 001, Sponsor EIN Number 33-0174996)
Schedule H, Part IV, line 4i-SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF MARCH 31, 2022
(a) |
(b) Identity of Issuer, Borrower, Lessor or Similar Party |
(c) Description of Investment |
(d) Cost |
(e) Current Value |
||||||||
Mutual Funds: | ||||||||||||
American Funds |
Europac Growth R6 | ** | $ | 25,234,683 | ||||||||
Delaware |
Emerging Markets Institutional | ** | 15,521,507 | |||||||||
Baird |
Core Plus Bond Institutional | ** | 36,505,832 | |||||||||
JP Morgan |
Equity Income R5 | ** | 25,184,388 | |||||||||
JP Morgan |
Mid Cap Growth R5 | ** | 24,594,683 | |||||||||
JP Morgan |
Mid Cap Value | ** | 24,330,826 | |||||||||
JP Morgan |
Small Cap Equity R5 | ** | 43,149,673 | |||||||||
T. Rowe Price |
Large Cap Core Growth | ** | 67,406,926 | |||||||||
Vanguard |
Target Retirement 2015 | ** | 2,294,359 | |||||||||
Vanguard |
Target Retirement 2020 | ** | 18,716,575 | |||||||||
Vanguard |
Target Retirement 2025 | ** | 23,648,273 | |||||||||
Vanguard |
Target Retirement 2030 | ** | 48,361,129 | |||||||||
Vanguard |
Target Retirement 2035 | ** | 23,393,599 | |||||||||
Vanguard |
Target Retirement 2040 | ** | 46,914,805 | |||||||||
Vanguard |
Target Retirement 2045 | ** | 20,180,073 | |||||||||
Vanguard |
Target Retirement 2050 | ** | 43,733,441 | |||||||||
Vanguard |
Target Retirement 2055 | ** | 20,418,548 | |||||||||
Vanguard |
Target Retirement 2060 | ** | 6,020,611 | |||||||||
Vanguard |
Target Retirement 2065 | ** | 3,863,445 | |||||||||
Vanguard |
Target Retirement Income | ** | 6,801,560 | |||||||||
Vanguard |
Total International Stock Index | ** | 63,870,265 | |||||||||
|
|
|||||||||||
590,145,201 | ||||||||||||
Common/Collective Trusts: | ||||||||||||
Blackrock |
Equity Index Fund M | ** | 187,594,675 | |||||||||
Blackrock |
Extended Equity Market T | ** | 66,055,625 | |||||||||
Blackrock |
US Debt Index M | ** | 56,996,298 | |||||||||
|
|
|||||||||||
310,646,598 | ||||||||||||
Common Stock: | ||||||||||||
* |
Viasat, Inc. |
Employer Common Stock | ** | 75,989,746 | ||||||||
Fully benefit-responsive investment contract: | ||||||||||||
* |
Great-West Life & Annuity Insurance Company |
Fixed Account Series Class VI | ** | 60,829,300 | ||||||||
Self-Directed Brokerage Accounts: | ||||||||||||
* |
GWFS Equities, Inc. |
Empower Self-Direct Brokerage | ** | 18,812,714 | ||||||||
* |
Notes receivable from participants |
Participant loans with interest rates ranging from 4.25% - 9.25% maturing through fiscal year 2052 | $ | 8,457,036 | ||||||||
|
|
|||||||||||
Total |
$ | 1,064,880,595 | ||||||||||
|
|
* | Party-in-interest to the Plan. |
** | The cost of participant-directed investments is not required to be disclosed. |
The accompanying notes are an integral part of this supplemental schedule.
10
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
VIASAT, INC. 401(k) PROFIT SHARING PLAN | ||||||
By: | Viasat, Inc., the Plan Administrator | |||||
Date: September 26, 2022 |
By: | /s/ Shawn Duffy | ||||
Shawn Duffy | ||||||
Senior Vice President and Chief Financial Officer and the Plan Administrators Designee |
11
EXHIBIT INDEX
Exhibit Number |
Exhibit Description | |
23.1 | Consent of independent registered public accounting firm |
12
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-256652, 333-231791, 333-159708, 333-167379, 333-182015 and 333-204440) pertaining to the Viasat, Inc. 401(k) Profit Sharing Plan of our report dated September 26, 2022, with respect to the financial statements and supplemental schedule of the Viasat, Inc. 401(k) Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended March 31, 2022.
/s/ KBF CPAs LLP
Irvine, California
September 26, 2022