Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
11-K
(MARK
ONE)
ü
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended December 31, 2008
OR
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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.
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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, 2008 and December
31, 2007
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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, 2008
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3
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Notes
to Financial Statements
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4 –
8
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Supplemental
Schedule
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Schedule
of Assets (Held at End of Year)
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9
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Signature
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10
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Exhibit Index
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Exhibit
23.1: Consent
of Independent Registered Public Accounting
Firm
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11
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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.
Participants
and the Plan Administrator of the
Savings
Plan for Employees of Measurement Specialties, Inc.
We have audited the accompanying
statements of net assets available for benefits of Savings Plan for
Employees of Measurement Specialties, Inc. as of December 31, 2008 and
2007, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2008. 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 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, 2008 and 2007, and the changes in net assets available for benefits
for the year ended December 31, 2008 in conformity with U.S. GAAP.
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
June 29,
2009
Savings
Plan for Employees of Measurement Specialties, Inc.
Statements
of Net Assets Available for Benefits
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December
31,
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Investments
|
|
$ |
10,031,777 |
|
|
$ |
14,382,604 |
|
|
|
|
|
|
|
|
|
|
Employer
contribution receivable
|
|
|
- |
|
|
|
571,391 |
|
|
|
|
|
|
|
|
|
|
Other
receivables
|
|
|
717 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$ |
10,032,494 |
|
|
$ |
14,953,995 |
|
See
accompanying notes to financial statements.
Savings
Plan for Employees of Measurement Specialties, Inc.
|
|
|
|
|
|
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|
Statement
of Changes in Net Assets Available for Benefits
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|
|
|
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Year
Ended December 31, 2008
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|
|
|
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Additions
to net assets attributed to
|
|
|
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Investment
income (loss)
|
|
|
|
Net
depreciation in fair value of investments
|
|
$ |
(5,327,083 |
) |
Interest
and dividends
|
|
|
347,399 |
|
|
|
|
(4,979,684 |
) |
|
|
|
|
|
Contributions
|
|
|
|
|
Participant
|
|
|
1,347,053 |
|
Rollovers
|
|
|
90,408 |
|
|
|
|
1,437,461 |
|
|
|
|
|
|
Total
additions
|
|
|
(3,542,223 |
) |
|
|
|
|
|
Deductions
from net assets attributed to
|
|
|
|
|
Benefits
paid to participants
|
|
|
1,361,021 |
|
Administrative
fees
|
|
|
18,257 |
|
|
|
|
|
|
Total
deductions
|
|
|
1,379,278 |
|
|
|
|
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|
Net
change
|
|
|
(4,921,501 |
) |
|
|
|
|
|
Net
assets available for benefits
|
|
|
|
|
Beginning
of year
|
|
|
14,953,995 |
|
|
|
|
|
|
End
of year
|
|
$ |
10,032,494 |
|
See
accompanying notes to financial statements.
Savings
Plan for Employees of Measurement Specialties, Inc.
Notes
to Financial Statements
December
31, 2008 and 2007
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 and investment
options.
General
The Plan
is a defined contribution plan established by Measurement Specialties, Inc.
(Company) covering substantially all employees who 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 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 all contributions plus actual earnings
thereon.
Participant
Loans
Participants
may borrow from their accounts 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 5.0 percent to 7.75 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
At December 31, 2008 and 2007, forfeited non-vested accounts totaled $72,840 and $76,608, respectively. 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 accounting principles
generally accepted in the United States of America requires Plan management to
make estimates and assumptions that affect the reported amounts of net assets
available for Plan benefits and changes therein. Actual results could
differ from those estimates and assumptions.
Investment
Valuation and Income Recognition
The
Plan’s investments are reported stated at fair value. Fair value is
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date. See Note 4 for discussion of fair value
measurements.
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 appreciation (deprecation) includes the
Plan’s gains and losses on investments bought and sold, as well as held during
period.
Payment
of Benefits
Benefits
are recorded when paid.
Operating
Expenses
Certain
expenses of maintaining the Plan are paid by the Company.
The
following presents investments that represent 5 percent or more of the Plan’s
net assets.
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Fidelity
Prime Fund: 2,151,090 and 1,752,193 shares,
respectively
|
|
$ |
2,151,090 |
|
|
$ |
1,752,193 |
|
Fidelity
Advisor New Insights Fund: 75,683 and 85,386, shares,
respectively
|
|
|
1,003,550 |
|
|
|
1,840,929 |
|
Fidelity
Advisor Diversified International Fund: 77,332 and 89,793
shares, respectively
|
|
|
935,723 |
|
|
|
1,939,527 |
|
PIMCO
Total Return: 75,187 shares
|
|
|
762,391 |
|
|
|
* |
|
JPM
Equity Index A Fund: 33,150 and 35,711 shares,
respectively
|
|
|
680,235 |
|
|
|
1,840,929 |
|
Measurement
Specialties, Inc.: 93,994 and 67,879 shares, respectively
|
|
|
654,187 |
|
|
|
1,501,008 |
|
Calvert
Large Cap Growth Fund: 21,867 shares
|
|
|
* |
|
|
|
776,309 |
|
*Investment
does not represent 5 percent or more of the Plan’s net assets at end of the
year.
During
2008, the Plan’s investments (including gains and losses on investments bought
and sold, as well as held during the year) depreciated in value by $5,327,083 as
follows:
Mutual
funds
|
|
$ |
4,303,868 |
|
Common
stock
|
|
|
1,023,215 |
|
|
|
$ |
5,327,083 |
|
4.
|
Fair
Value Measurements
|
Financial Accounting Standards Board
Statement No. 157, Fair Value
Measurements (FASB
Statement No. 157), 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 measurement) and the lowest priority to unobservable inputs
(level 3 measurements). The three levels of the fair value hierarchy under FASB
Statement No. 157 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;
-
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
measurement.
The asset’s or liability’s 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. Valuation
techniques used need to maximize the use of observable inputs and minimize the
use of unobservable inputs.
Following is a description of the
valuation methodologies used for assets measured at fair value. There have been no changes
in methodologies used at December 31, 2008.
Common
stocks: Valued at the closing price reported on
the active market on which the individual securities are
traded.
Mutual
funds: Valued at the net asset value
(NAV) of shares held by the
plan at year end.
Money market
funds: Valued at quoted market price for
similar assets and other observable inputs such as interest rate offered on
similar investments.
Participant
loans: Valued at amortized
cost, which approximates fair value.
The methods described above may produce
a fair value calculation that may not be indicative of net realizable value or
reflective of future fair values. Furthermore, while the Plan believes its
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.
The following table sets forth by level,
within the fair value hierarchy, the Plan’s assets at fair value as of December
31, 2008:
|
|
|
|
Assets at Fair Value as of
December 31, 2008
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Mutual funds
|
|
$ |
7,040,050 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
7,040,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
654,187 |
|
|
|
- |
|
|
|
- |
|
|
|
654,187 |
|
Money market
funds
|
|
|
- |
|
|
|
2,151,090 |
|
|
|
- |
|
|
|
2,151,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
loans
|
|
|
- |
|
|
|
- |
|
|
|
186,450 |
|
|
|
186,450 |
|
Total assets at fair
value
|
|
$ |
7,694,237 |
|
|
$ |
2,151,090 |
|
|
$ |
186,450 |
|
|
$ |
10,031,777 |
|
The table below sets forth a summary of
changes in the fair value of the Plan’s level 3 assets for the year ended
December 31, 2008.
|
|
Participant
loans
|
|
Balance, beginning of
year
|
|
$ |
127,896 |
|
Purchases, sales, issuances and
settlements (net)
|
|
|
58,554 |
|
Balance, end of
year
|
|
$ |
186,450 |
|
5.
|
Related
Party Transactions
|
The Plan invests in various fund
accounts managed by affiliates of the trustee, Fidelity Management Trust Company, as well as shares of stock in the
Company. At December 31, 2008, the Plan held 93,994 shares of Measurement Specialties, Inc.
common stock with a fair value of $654,187. At December 31, 2007, the
Plan held 67,879 shares of Measurement Specialties, Inc.
common stock with a fair value of $1,501,008. Certain administrative
functions are performed by the officers and employees of the Company (who may be
participants in the Plan) at no cost to the Plan. These transactions
are not deemed prohibited transactions because they are covered by the statutory
administrative exception from the Internal Revenue Codes and ERISA’s rules on
prohibited transactions.
The
Company has adopted a prototype plan document and is relying on the prototype
sponsor’s opinion letter from the Internal Revenue Service dated October 9,
2003. 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. Therefore, no provision for income taxes has
been included in the Plan’s financial statements.
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.
8.
|
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.
9.
|
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:
|
|
December
31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per the financial statements
|
|
$ |
10,032,494 |
|
|
$ |
14,953,995 |
|
Employer
contributions receivable
|
|
|
- |
|
|
|
(571,391 |
) |
|
|
|
|
|
|
|
|
|
Net
assets available for benefits per the Form 5500
|
|
$ |
10,032,494 |
|
|
$ |
14,382,604 |
|
The
following is a reconciliation of contributions per the financial statements to
the Form 5500:
Contributions per the financial
statements
|
|
$ |
1,437,461 |
|
Employer contribution receivable -
December 31, 2007
|
|
|
571,391 |
|
Contributions per the Form
5500
|
|
$ |
2,008,852 |
|
*
* * * *
Supplemental
Schedule
Savings
Plan for Employees of Measurement Specialties, Inc.
Schedule
of Assets (Held at End of Year)
EIN
22-2378738 Plan 001
December
31, 2008
|
|
|
Description of
investment
|
|
|
|
|
|
Identity of
issue, borrower,
|
including maturity date, rate of
interest,
|
|
Current
|
|
|
|
lessor or similar
party
|
collateral, par or maturity
value
|
|
value
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Fidelity
Advisor
|
2,151,090 shares
of Prime Fund
|
|
$ |
2,151,090 |
|
|
* |
|
Fidelity
Advisor
|
7,893 shares of
Health Care Fund
|
|
|
114,133 |
|
|
* |
|
Fidelity
Advisor
|
4,646 shares of
Technology Fund
|
|
|
46,413 |
|
|
* |
|
Fidelity
Advisor
|
13,688 shares of
Equity Income Fund
|
|
|
232,143 |
|
|
* |
|
Fidelity
Advisor
|
8,301 shares of
Small Cap Fund
|
|
|
139,212 |
|
|
* |
|
Fidelity
Advisor
|
77,332 shares of
Diversified International Fund
|
|
|
935,723 |
|
|
* |
|
Fidelity
Advisor
|
21,520 shares of
Freedom 2010 Fund
|
|
|
185,070 |
|
|
* |
|
Fidelity
Advisor
|
44,560 shares of
Freedom 2020 Fund
|
|
|
381,431 |
|
|
* |
|
Fidelity
Advisor
|
29,944 shares of
Freedom 2030 Fund
|
|
|
251,531 |
|
|
* |
|
Fidelity
Advisor
|
40,100 shares of
Freedom 2040 Fund
|
|
|
335,239 |
|
|
* |
|
Fidelity
Advisor
|
2,808 shares of
Freedom INC Fund
|
|
|
24,878 |
|
|
* |
|
Fidelity
Advisor
|
75,683 New
Insights Fund
|
|
|
1,003,550 |
|
|
* |
|
Fidelity
Advisor
|
1,796 shares of
Freedom 2005 Fund
|
|
|
15,233 |
|
|
* |
|
Fidelity
Advisor
|
14,974 shares of
Freedom 2015 Fund
|
|
|
127,275 |
|
|
* |
|
Fidelity
Advisor
|
23,784 shares of
Freedom 2025 Fund
|
|
|
193,367 |
|
|
* |
|
Fidelity
Advisor
|
15,575 shares
Freedom 2035 Fund
|
|
|
122,572 |
|
|
* |
|
Fidelity
Advisor
|
13,807 shares of
Value Fund
|
|
|
104,243 |
|
|
* |
|
Fidelity
Advisor
|
42,394 shares of
Mid Cap II Fund
|
|
|
434,961 |
|
|
* |
|
Fidelity
Advisor
|
2,098 shares
Freedom 2045 Fund
|
|
|
13,553 |
|
|
* |
|
Fidelity
Advisor
|
1,238 shares of
Freedom 2050 Fund
|
|
|
7,809 |
|
|
|
|
Loomis
|
14,056 shares
Bond Admin Fund
|
|
|
145,203 |
|
|
|
|
JPMorgan
|
33,150 shares JPM
Equity Index A Fund
|
|
|
680,235 |
|
|
|
|
Federated
|
36,387 shares
Federated Kaufmann Fund
|
|
|
130,995 |
|
|
|
|
Calvert
|
21,946 shares
Large Cap Growth Fund
|
|
|
421,369 |
|
|
|
|
Mainstay
|
14,942 shares
High Yield Bond Fund
|
|
|
64,697 |
|
|
|
|
RS
|
9,268 shares of
Partners A Fund
|
|
|
166,824 |
|
|
|
|
PIMCO
|
75,187 shares
Total Return Fund
|
|
|
762,391 |
|
|
* |
|
Measurement
Specialties, Inc.
|
93,994 shares of
common stock
|
|
|
654,187 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant
loans
|
Maturing through
June 20, 2016, interest rates ranging from
|
|
|
|
|
|
|
|
|
5.0% to 7.75%,
collateralized by participant accounts
|
|
|
186,450 |
|
|
|
|
|
|
|
$ |
10,031,777 |
|
*
|
-
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/Jeffrey
Kostelni
|
|
|
|
|
Jeffrey
Kostelni
|
|
|
|
|
Vice
President of Finance
The
Plan Administrator
|
|
|
|
|
Date:
June 29, 2009