Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
11-K
(MARK
ONE)
x
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the
fiscal year ended December 31, 2005
OR
o
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
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o For
the transition
period from to
Commission
file number: 1-11906
A.
Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
Savings
Plan for Employees of Measurement Specialties, Inc.
B.
Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
Measurement
Specialties, Inc.
1000
Lucas Way
Hampton,
VA 23666
Savings
Plan for Employees of Measurement Specialties, Inc.
Contents
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Page
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Report
of Independent Registered Public Accounting
Firm
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1
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Financial
Statements
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Statements
of Net Assets Available for Benefits as of
December 31, 2005 and December 31, 2004
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2
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Statement
of Changes in Net Assets Available for Benefits
for the Year then Ended December 31, 2005
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3
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Notes
to Financial Statements
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4
-
7
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Supplemental
Schedule
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Schedule
of Assets (Held at end of Year)
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8
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All
other schedules required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 are omitted as they are inapplicable
or not
required.
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Signature
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9
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Exhibit
Index
Exhibit
23.1: Consent
of Independent Registered Public Accounting Firm
Report
of Independent Registered Public Accounting Firm
Plan
Administrator
Savings
Plan for Employees of Measurement Specialties, Inc.
We
have
audited the accompanying statements of net assets available for benefits of
the
Savings Plan for Employees of Measurement Specialties,
Inc.
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 and supplemental schedules 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 auditing 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 accounting principles
generally accepted in the United States of America.
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
at end of year) is presented for the purpose of additional analysis and is
not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied
in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/Goodman
& Company, L.L.P.
Norfolk,
Virginia
October
5, 2006
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Statements
of Net Assets Available for Benefits
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December
31,
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2005
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2004
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Cash
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$
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884
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$
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-
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Investments
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11,935,259
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11,723,014
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Receivables
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Employer
contributions
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244,264
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275,284
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Net
assets available for benefits
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$
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12,180,407
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$
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11,998,298
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The
accompanying notes are an integral part of these financial
statements.
Savings
Plan for Employees of Measurement Specialties,
Inc.
Statement
of Changes in Net Assets Available for
Benefits
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Year
Ended December 31, 2005
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Additions
to net assets attributed to
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Investment
income
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Net
appreciation in fair value of investments
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$
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644,220
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Interest
and dividends
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165,804
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810,024
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Contributions
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Participant
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836,403
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Employer
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244,264
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Rollovers
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6,052
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1,086,719
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Total
additions
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1,896,743
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Deductions
from net assets attributed to
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Benefits
paid to participants
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1,691,705
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Corrective
distributions
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22,917
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Administrative
expenses
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12
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Total
deductions
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1,714,634
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Net
change
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182,109
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Net
assets available for benefits
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Beginning
of year
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11,998,298
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End
of year
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$
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12,180,407
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The
accompanying notes are an integral part of these financial
statements.
Savings
Plan for Employees of Measurement Specialties, Inc.
Notes
to Financial Statements
December
31, 2005 and 2004
1. Description
of Plan
The
following description of the Savings
Plan for Employees of Measurement Specialties, Inc.
(Plan)
provides general information only. Participants should refer to the Plan
document for a more complete description of the Plan’s provisions.
General
The
Plan
is a defined contribution plan established by Measurement Specialties, Inc.
(Company) covering substantially all employees who have ninety days of service
and are eighteen years or older. It is subject to the provisions of the Employee
Retirement Income Security Act (ERISA).
Contributions
Each
year, participants may contribute up to 50 percent of pretax annual
compensation, as defined in the Plan. The Company may provide a matching
contribution equal to a discretionary percentage. Participants direct the
investments of all contributions and the employer contributions into various
investment options offered by the Plan. Contributions are subject to certain
limitations.
Participant
Accounts
Each
participant’s account is credited with the participant’s contribution and
allocations of (a) the Company’s contribution and (b) plan earnings, and charged
with an allocation of administrative expenses, where applicable. Allocations
are
based on participant earnings or account balances, as defined. The benefit
to
which a participant is entitled is the benefit that can be provided from the
participant’s vested account.
Vesting
Participants
are immediately vested in their contributions plus actual earnings thereon.
Vesting in the Company contributions portion of their accounts is based on
years
of service, as defined. A participant is 100% vested after four years of
credited service.
Participant
Loans
Participants
may borrow from their accounts amounts up to a maximum equal to the lesser
of
$50,000 or 50 percent of their vested account balance. The loans are secured
by
the balance in the participant’s account and bear interest at rates that range
from 5 percent to 10.5 percent, which are commensurate with local prevailing
rates. Principal and interest are paid ratably through payroll
deductions.
Payment
of Benefits
On
termination of service a participant may elect to receive the value of his
or
her vested account as a lump sum distribution.
Forfeited
Accounts
Forfeitures
of the Company’s contributions are used to reduce matching contributions or plan
expenses.
2. Summary
of Accounting Policies
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of net assets
available for benefits and changes therein. Actual results could differ from
those estimates.
Investment
Valuation and Income Recognition
The
Plan’s investments are primarily stated at fair value as determined by quoted
market prices. Participant loans are valued at cost, which approximates fair
value.
Purchases
and sales of securities are recorded on a trade-date basis. Interest income
is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
Payment
of Benefits
Benefits
are recorded when paid.
3. Investments
The
following presents investments that represent 5 percent or more of the Plan’s
net assets.
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December
31,
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2005
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2004
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Measurement
Specialties, Inc., 92,871 and 100,544 shares, respectively
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$
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2,261,398
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$
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2,559,850
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Dreyfus
S&P 500 Index Fund, 25,167 shares
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914,834
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Calvert
Large Cap Growth Fund - A, 24,691 shares
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748,388
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PIMCO
Total Return Fund, 62,038 shares
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651,402
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Fidelity
Prime Fund, 1,805,495 shares
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1,805,495
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Fidelity
Advisor Diverse International Fund, 75,100 shares
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1,570,333
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Fidelity
Advisor Freedom 2020 Fund, 50,656 shares
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623,570
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Fidelity
Advisor New Insights Fund, 115,183 shares
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1,908,575
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Fidelity
Advisor Mid Cap II Fund, 46,519 shares
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678,244
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BlackRock
Index Equity Fund, 48,489 shares
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*
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1,121,072
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Janus
Adviser Balanced Fund, 29,389 shares
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*
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739,732
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Janus
Adviser Growth and Income Fund, 77,399 shares
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*
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1,274,759
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Janus
Adviser International Growth Fund, 31,737 shares
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*
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917,526
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BlackRock
Money Market Portfolio
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*
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1,651,207
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*Investment
does not represent 5 percent or more of the Plan’s net assets at end of the
year.
During
2005, the Plan’s investments (including gains and losses on investments bought
and sold, as well as held during the year) appreciated in value by $644,220
as
follows:
Mutual
Funds
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$
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756,147
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Common
stock
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(111,927
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)
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$
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644,220
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4. Related
Party Transactions
The
Plan
invests in various fund accounts managed by the trustee as well as shares of
stock in the Company. At December 31, 2005, the Plan held 92,871 shares of
Measurement Specialties, Inc. common stock with a fair value of $2,261,396.
At
December 31, 2004, the Plan held 100,544 shares of Measurement Specialties,
Inc.
stock with a fair value of $2,559,850. The Plan also held investments in
Measurement Specialties Stock Liquidity Fund amounting to $0 and $7,869 at
December 31, 2005 and 2004, respectively.
5. Tax
Status
The
Company has adopted a prototype plan document and is relying on the prototype
sponsor’s opinion letter from the Internal Revenue Service dated November 19,
2001. The letter states that the prototype and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). Although
the prototype plan has been amended since receiving the opinion letter, the
prototype sponsor and the plan administrator believe that the plan is designed
and is currently being operated in compliance with the applicable requirements
of the IRC.
In
2005,
the Company matching contribution was based on the Company’s fiscal year, March
31, 2005, not the plan year, December 31, 2005, as the Plan document states.
Corrections were made for those participants who terminated after the Plan
year-end, but before the end of the Company’s fiscal year. The Company believes
this operational defect will not have an adverse effect on the tax status of
the
Plan.
6. Plan
Termination
Although
it has not expressed its intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of plan termination,
participants will become 100 percent vested in their employer
contributions.
7. Risks
and Uncertainties
The
Plan
invests in various investment securities. Investment securities are exposed
to
various risks such as interest rate, market, and credit risks. Due to the level
of risk associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in
the
near term and that such changes could materially affect participants’ account
balances and the amounts reported in the statements of net assets available
for
benefits.
8. Reconciliation
of Financial Statements to Form 5500
The
following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
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December
31,
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2005
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2004
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Net
assets available for benefits per the financial statements
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$
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12,180,407
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$
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11,998,298
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Cash
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(884
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)
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-
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Employer
contributions receivable
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(244,264
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)
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(275,284
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)
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Net
assets available for benefits per the Form 5500
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$
|
11,935,259
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$
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11,723,014
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The
following is a reconciliation of contributions per the financial statements
to
the Form 5500:
Contributions
per the financial statement
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$
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1,086,719
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Contributions
receivable - December 31, 2005
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(244,264
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)
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Contributions
receivable - December 31, 2004
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275,284
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Contributions
per Form 5500
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$
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1,117,739
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*
* * * *
Savings
Plan for Employees of Measurement Specialties, Inc.
Schedule
of Assets (Held at End of Year)
Schedule
H, Line 4i
EIN
22-2378738 Plan 001
December
31, 2005
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Identity
of issue,
borrower,
lessor,
or
similar party
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Description
of investment
including
maturity date,
rate
of interest, collateral, par, or maturity value
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Current
value
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Dreyfus
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25,167
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shares
of S&P 500 index fund
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$
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914,834
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Calvert
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24,691
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shares
of Large Cap Growth Fund-A
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748,388
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PIMCO
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62,038
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shares
of Total Return Fund
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651,402
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*
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Measurement
Specialties, Inc.
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92,871
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shares
of common stock
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2,261,398
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Fidelity
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1,805,495
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shares
of Prime Fund
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1,805,495
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Fidelity
Advisor
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7,870
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shares
of Equity Income Fund
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223,030
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|
Fidelity
Advisor
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75,100
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shares
of Diverse International Fund
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1,570,333
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|
Fidelity
Advisor
|
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50,656
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|
shares
of Freedom 2020 Fund
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623,570
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|
Fidelity
Advisor
|
|
115,183
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|
shares
of New Insights Fund
|
|
|
1,908,575
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|
Fidelity
Advisor
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20,235
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shares
of Value Fund
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|
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271,358
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|
Fidelity
Advisor
|
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46,519
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|
shares
of Mid Cap II Fund
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|
678,244
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*
|
Participant
loans
|
|
Maturing
through 2011, interest rates ranging from 5% to 10.50%, collateralized
by
participant accounts
|
|
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278,632
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$
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11,935,259
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*
-
Identified as a party-in-interest.
See
report of Independent Registered Public
Accounting Firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Savings
Plan for Employees of Measurement Specialties, Inc.
/s/
Frank D.
Guidone
Frank
D.
Guidone
Chief
Executive Officer of Measurement Specialties, Inc.
The
Plan
Administrator (Acting)
October
5, 2006
EXHIBIT
INDEX
Exhibit
Number |
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Description
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23.1 |
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Consent of Independent Registered Public
Accounting Firm |