UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
11-K
(MARK
ONE)
þ
|
ANNUAL REPORT PURSUANT TO SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
fiscal year ended December 31, 2009
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
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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3
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Financial
Statements
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Statements
of Net Assets Available for Benefits as of December 31, 2009 and December
31, 2008
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4
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Statement
of Changes in Net Assets Available for Benefits for the Year then Ended
December 31, 2009
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5
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Notes
to Financial Statements
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6 –
11
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Supplemental
Schedule
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Schedule
H, Line 4i-Schedule of Assets (Held at End of Year) at December
31, 2009
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12
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Signature
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14
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Exhibit
Index
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Exhibit
23.1: Consent of Independent Registered Public Accounting
Firm
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Exhibit
23.2: Consent of Independent Registered Public Accounting
Firm
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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.
Report
of Independent Registered Public Accounting Firm
The
Participants and the Plan Administrator Savings Plan for Employees of
Measurement Specialties, Inc.:
We have
audited the accompanying statement of net assets available for benefits of the
Savings Plan for Employees of Measurement Specialties, Inc. (the Plan) as of
December 31, 2009, and the related statement of changes in net assets available
for benefits for the year then ended. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of the Plan as of December 31, 2008 were audited by other auditors
whose report dated June 29, 2009, expressed an unqualified opinion on those
financial statements.
We
conducted our audit 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 audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2009, and the changes in net assets available for benefits for the
year then ended, in conformity with U.S. generally accepted accounting
principles.
Our audit
was performed for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of schedule H, line 4i –
schedule of assets (held at end of year) at December 31, 2009 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 audit 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/
KPMG LLP
Norfolk,
Virginia
June 29,
2010
SAVINGS
PLAN FOR EMPLOYEES OF
MEASUREMENT
SPECIALTIES, INC.
Statements
of Net Assets Available for Benefits
December
31, 2009 and 2008
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|
2009
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2008
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Assets:
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Investments,
at fair value (notes 3, 4 and 7):
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|
|
|
|
|
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Money
market fund
|
|
$ |
1,889,084 |
|
|
|
2,151,090 |
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Common
stock
|
|
|
1,320,294 |
|
|
|
654,187 |
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Mutual
funds
|
|
|
9,461,515 |
|
|
|
7,040,050 |
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Participant
loans
|
|
|
143,886 |
|
|
|
186,450 |
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Total
investments, at fair value
|
|
|
12,814,779 |
|
|
|
10,031,777 |
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|
|
|
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Employer
contributions receivable
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350,000 |
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|
|
— |
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Other
receivable
|
|
|
— |
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|
|
717 |
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Total
assets
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|
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13,164,779 |
|
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|
10,032,494 |
|
Liability
–
|
|
|
|
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Corrective
distributions payable
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|
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79,308 |
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— |
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Net
assets available for benefits (note 8)
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$ |
13,085,471 |
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|
|
10,032,494 |
|
See
accompanying notes to financial statements.
SAVINGS
PLAN FOR EMPLOYEES OF
MEASUREMENT
SPECIALTIES, INC.
Statement
of Changes in Net Assets Available for Benefits
Year
ended December 31, 2009
Investment
income (notes 3 and 7):
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Net
appreciation in fair value of investments
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$ |
2,286,902 |
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Dividend
and interest income
|
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|
181,355 |
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Total
investment income
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2,468,257 |
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Contributions
(note 8):
|
|
|
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Employee
contributions
|
|
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1,101,609 |
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Employer
contributions
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|
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350,000 |
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|
|
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1,451,609 |
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Total
additions
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3,919,866 |
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Distributions:
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Benefits
paid to participants
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850,781 |
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Administrative
fees (note 7)
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16,108 |
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Total
deductions
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866,889 |
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Net
increase in net assets available for benefits
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3,052,977 |
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Net
assets available for benefits:
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|
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Beginning
of year
|
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10,032,494 |
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End
of year
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|
$ |
13,085,471 |
|
See
accompanying notes to financial statements.
SAVINGS
PLAN FOR EMPLOYEES OF
MEASUREMENT
SPECIALTIES, INC.
Notes to
Financial Statements
December
31, 2009
(1)
|
Summary
of Significant Accounting Policies
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(a)
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Basis
of Presentation
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The
Savings Plan for Employees of Measurement Specialties, Inc. (the Plan) is a
defined contribution plan sponsored by Measurement Specialties, Inc.
(the Company). The accompanying financial statements have been prepared on
the accrual basis of accounting and present the net assets available for
benefits and changes in those net assets.
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(b)
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Investments
and Investment Income
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Investments
are reported 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.
Interest
income is recorded on the accrual method. Dividends are reported on the
ex-dividend date. Realized gains and losses from security transactions are
reported on the average-cost method. Security transactions are accounted for on
the date securities are purchased or sold (trade-date method).
Benefits
are recorded when paid.
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(d)
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Administrative
Expenses
|
Certain
trustee fees are paid by the Plan. Other administrative expenses are absorbed by
the Company.
The plan
administrator has made a number of estimates and assumptions relating to the
reporting of net assets available for benefits and changes in net assets
available for benefits and disclosure of contingent assets and liabilities to
prepare these financial statements in accordance with U.S. generally
accepted accounting principles. Actual results could differ from those
estimates.
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(f)
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Risks
and Uncertainties
|
The Plan
may invest in various types of 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 the
amounts reported in the statements of net assets available for
benefits.
Recent
market conditions have resulted in an unusually high degree of volatility and
increased the risks and short-term liquidity associated with certain investments
held by the Plan, which could impact the value of investments after the date of
these financial statements.
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(g)
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Recently
Adopted Accounting Pronouncements
|
In June
2009, the FASB issued the Codification. The Codification became the single
source of authoritative GAAP recognized by the FASB to be applied by
nongovernmental entities. The Codification supersedes all existing accounting
and reporting standards. All other nongrandfathered accounting literature not
included in the Codification is nonauthoritative. The Codification was effective
for financial statements ending after September 15, 2009. The Plan adopted the
Codification for the year ending December 31, 2009. There was no impact to the
financial statements as this change is disclosure-only in nature.
The
following description of the Plan provides only general information.
Participants should refer to the plan agreement for a more complete description
of the Plan’s provisions.
The Plan
is a defined contribution plan covering substantially all eligible employees of
the Company that are eighteen years or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act (ERISA).
The
trustee of the Plan is Fidelity Management Trust Company (the
Trustee).
In
accordance with the provisions of the Plan, participants may contribute up to a
maximum of 50% of their annual compensation on a pre-tax basis, as defined in
the Plan. The Company may make discretionary (profit sharing) contributions to
the Plan. Contributions are subject to certain limitations. Effective January 1,
2010, the Plan adopted an automatic enrollment feature. If a voluntary opt out
waiver is not received within a 30-day grace period, employees will be
automatically enrolled in the Plan with a standard contribution of 3% of their
annual compensation.
Each
participant’s account is credited with the participant’s contribution and
allocations of (a) the Company’s contributions 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.
Participants
are immediately vested in all contributions plus actual earnings
thereon.
Each
participant’s account is invested as directed by the participant.
Participants
may borrow from their fund accounts up to a maximum equal to the lessor of
$50,000 or 50% of their account balance. The loans are secured by the balance in
the participant’s account and bear interest at a rate of Prime plus 1% (4.25% at
December 31, 2009). Principal and interest are paid ratably through monthly
payroll deductions.
At
December 31, 2009 and 2008, forfeited non-vested accounts totaled $60,543
and $72,840, respectively. Forfeitures of the Company’s contributions are used
to reduce future employer contributions or plan expenses.
On
termination of service, a participant may elect to receive a lump-sum amount
equal to the vested value of his or her account.
The
following presents investments at fair value that represent 5% or more of the
Plan’s net assets:
|
|
December
31
|
|
|
|
2009
|
|
|
2008
|
|
Fidelity
Advisor Prime Fund: 1,889,084 and 2,151,090 shares,
respectively
|
|
$ |
1,889,084 |
|
|
|
2,151,090 |
|
Fidelity
Advisor New Insights Fund: 99,585 and 75,683shares,
respectively
|
|
|
1,700,913 |
|
|
|
1,003,550 |
|
Measurement
Specialties, Inc. common stock: 131,276 and 93,994 shares,
respectively
|
|
|
1,320,294 |
|
|
|
654,187 |
|
Evergreen
International Equity Fund: 175,202 shares
|
|
|
1,201,884 |
|
|
|
* |
|
PIMCO
Total Return Fund: 81,093 and 75,187
shares,respectively
|
|
|
875,801 |
|
|
|
762,391 |
|
JPMorgan
Equity Index Fund: 34,388 and 33,150 shares
respectively
|
|
|
870,705 |
|
|
|
680,325 |
|
Fidelity
Advisor Diversified International Fund: 77,332 shares
|
|
|
* |
|
|
|
935,723 |
|
*
Represents less than 5% of Plan’s net assets at the respective December
31.
During
2009, the Plan’s investments (including gains and losses on investments bought
and sold, as well as held during the year) appreciated in value by $2,286,902 as
follows:
Common
stock
|
|
$ |
447,820 |
|
Mutual
funds
|
|
|
1,839,082
|
|
|
|
$ |
2,286,902 |
|
(4)
|
Fair
Value Measurements
|
FASB ASC
Topic 820, Fair Value Measurements, (ASC 820) establishes a framework for
measuring fair value, which 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
measurement.
The
asset’s or liability’s fair value measurement level within the fair 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 the methodologies used at December 31,
2009 and 2008.
Money market
fund: Valued at fair value based on the closing price reported
on the active market on which the fund is traded.
Common
stock: 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.
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 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 follows:
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
December
31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market fund
|
|
$ |
1,889,084 |
|
|
|
— |
|
|
|
— |
|
|
|
1,889,084 |
|
Common
stock
|
|
|
1,320,294 |
|
|
|
— |
|
|
|
— |
|
|
|
1,320,294 |
|
Mutual
funds
|
|
|
9,461,515 |
|
|
|
— |
|
|
|
— |
|
|
|
9,461,515 |
|
Participant
loans
|
|
|
— |
|
|
|
— |
|
|
|
143,886 |
|
|
|
143,886 |
|
Total
investments
|
|
$ |
12,670,893 |
|
|
|
— |
|
|
|
143,886 |
|
|
|
12,814,779 |
|
December
31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money
market fund
|
|
$ |
— |
|
|
|
2,151,090 |
|
|
|
— |
|
|
|
2,151,090 |
|
Common
stock
|
|
|
654,187 |
|
|
|
— |
|
|
|
— |
|
|
|
654,187 |
|
Mutual
funds
|
|
|
7,040,050 |
|
|
|
— |
|
|
|
— |
|
|
|
7,040,050 |
|
Participant
loans
|
|
|
— |
|
|
|
— |
|
|
|
186,450 |
|
|
|
186,450 |
|
Total
investments
|
|
$ |
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, 2009 and 2008:
|
|
Participant
loans
|
|
|
|
2009
|
|
|
2008
|
|
Balance,
beginning of year
|
|
$ |
186,450 |
|
|
|
127,896 |
|
Purchases,
sales, issuances and settlements (net)
|
|
|
(42,564 |
) |
|
|
58,554 |
|
Balance,
end of year
|
|
$ |
143,886 |
|
|
|
186,450 |
|
Although
it has not expressed any intent to do so, the Company reserves the right to
amend or terminate the Plan or discontinue contributions at any time, subject to
the provisions of ERISA.
The
Company has adopted a prototype plan document and is relying on the prototype
sponsor’s opinion letter from the Internal Revenue Service dated March 31, 2008.
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.
(7)
|
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, 2009, the Plan held 131,276 shares of Measurement Specialties, Inc. common
stock with a fair value of $1,320,294. At December 31, 2008, the Plan held
93,994 shares of Measurement Specialties, Inc. common stock with a fair value of
$654,187. 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.
(8)
|
Reconciliation
of Financial Statements to
Form 5500
|
The
following is a reconciliation of net assets available for benefits and
contributions per the financial statements to the Form 5500:
|
|
December
31,
|
|
|
|
2009
|
|
Net
assets available for benefits per the financial statements
|
|
$ |
13,085,471 |
|
Employer
contributions receivable
|
|
|
(350,000 |
) |
Corrective
distributions payable
|
|
|
79,308 |
|
Net
assets available for benefits per Form 5500
|
|
$ |
12,814,779 |
|
|
|
Year
ended
|
|
|
|
December
31,
|
|
|
|
2009
|
|
Contributions
per the financial statements
|
|
$ |
1,451,609 |
|
Employer
contributions receivable
|
|
|
(350,000 |
) |
Corrective
distributions payable
|
|
|
79,308 |
|
Contributions
per Form 5500
|
|
$ |
1,180,917 |
|
SAVINGS
PLAN FOR EMPLOYEES OF
MEASUREMENT
SPECIALTIES, INC.
Schedule
H, Line 4i – Schedule of Assets (Held at End of Year)
EIN
22-2378738 Plan 001
December
31, 2009
Identity
of issue, borrower,
|
|
|
|
Current
|
|
lessor
or similar party
|
|
Description
of investment
|
|
value
|
|
|
|
|
|
|
|
*
|
Fidelity
Advisor
|
|
1,889,084
shares of Prime Fund
|
|
$ |
1,889,084 |
|
*
|
Fidelity
Advisor
|
|
8,424
shares of Health Care Fund
|
|
|
160,146
|
|
*
|
Fidelity
Advisor
|
|
8,972
shares of Small Cap Fund
|
|
|
192,001
|
|
*
|
Fidelity
Advisor
|
|
16,509
shares of Strategic Income Fund
|
|
|
200,091
|
|
*
|
Fidelity
Advisor
|
|
2,393
shares of Freedom 2005 Fund
|
|
|
24,548
|
|
*
|
Fidelity
Advisor
|
|
20,481
shares of Freedom 2010 Fund
|
|
|
214,846
|
|
*
|
Fidelity
Advisor
|
|
19,743
shares of Freedom 2015 Fund
|
|
|
206,313
|
|
*
|
Fidelity
Advisor
|
|
47,125
shares of Freedom 2020 Fund
|
|
|
508,950
|
|
*
|
Fidelity
Advisor
|
|
27,392
shares of Freedom 2025 Fund
|
|
|
284,056
|
|
*
|
Fidelity
Advisor
|
|
35,748
shares of Freedom 2030 Fund
|
|
|
386,437
|
|
*
|
Fidelity
Advisor
|
|
15,333
shares of Freedom 2035 Fund
|
|
|
155,932
|
|
*
|
Fidelity
Advisor
|
|
43,633
shares of Freedom 2040 Fund
|
|
|
474,289
|
|
*
|
Fidelity
Advisor
|
|
2,462
shares of Freedom 2045 Fund
|
|
|
20,728
|
|
*
|
Fidelity
Advisor
|
|
2,230
shares of Freedom 2050 Fund
|
|
|
18,464
|
|
*
|
Fidelity
Advisor
|
|
3,137
shares of Freedom Income Fund
|
|
|
31,782
|
|
*
|
Fidelity
Advisor
|
|
99,585
shares of New Insights Fund
|
|
|
1,700,913
|
|
*
|
Fidelity
Advisor
|
|
43,455
shares of Mid Cap II Fund
|
|
|
613,151
|
|
*
|
Fidelity
Advisor
|
|
1,394
shares of Small Cap Value Fund
|
|
|
17,434
|
|
*
|
Fidelity
Advisor
|
|
264
shares of Government Income Fund
|
|
|
2,745
|
|
*
|
Fidelity
Advisor
|
|
174
shares of Asset Manager 20% Fund
|
|
|
2,074
|
|
|
Columbia
|
|
24,071
shares of Dividend Income Fund
|
|
|
285,238
|
|
|
Evergreen
|
|
175,202
shares of International Equity Fund
|
|
|
1,201,884
|
|
|
JPMorgan
|
|
34,388
shares of Equity Index Fund
|
|
|
870,705
|
|
|
Dreyfus
|
|
6,024
shares of Technology Growth Fund
|
|
|
151,090
|
|
|
Federated
|
|
47,249
shares of Federated Kaufmann Fund
|
|
|
220,182
|
|
|
Mainstay
|
|
34,456
shares of High Yield Bond Fund
|
|
|
194,677
|
|
|
RS
Investments
|
|
11,317
shares of Partners A Fund
|
|
|
292,651
|
|
|
PIMCO
|
|
81,093
shares of Total Return Fund
|
|
|
875,801
|
|
|
Perkins
|
|
7,801
shares of Mid Cap Value Fund
|
|
|
154,387
|
|
*
|
Measurement
Specialties, Inc.
|
|
131,276
shares of Common Stock
|
|
|
1,320,294
|
|
*
|
Participant
loans
|
|
Maturing
through June 20, 2016, interest rates
|
|
|
|
|
|
|
|
ranging
from 4.25% to 7.75%, collateralized
|
|
|
|
|
|
|
|
by
participant accounts
|
|
|
143,886
|
|
|
|
|
|
|
$ |
12,814,779 |
|
*
|
Party-in-interest
|
|
|
|
|
|
|
See
accompanying independent auditors’ report.
Exhibit Index
Number
|
|
Title
|
23.1
|
|
Consent
of KPMG LLP, Independent Registered Public Accounting
Firm
|
23.2
|
|
Consent
of Goodman & Company, LLP, Independent Registered Public Accounting
Firm
|
Signatures
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the members of
the Plan Advisory Committee 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.
|
|
|
Date:
June 29, 2010
|
/s/
Jeffrey
Kostelni
|
|
Jeffrey
Kostelni
|
|
Vice
President of Finance
|
|
The
Plan Administrator
|