UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-11906
MEASUREMENT SPECIALTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-2378738
------------------- ---------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
80 LITTLE FALLS ROAD, FAIRFIELD, NEW JERSEY 07004
-----------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(973) 808-1819
--------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
11,504,466 shares of common stock, no par, at November 11, 2001.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (the "Amendment") amends the quarterly
report on Form 10-Q of Measurement Specialties, Inc. (the "Company") for the
three months ended September 30, 2001, previously filed on November 14, 2001
(the "Original 10-Q"). The Company has filed this Amendment solely to: (i)
reclassify as "current" $7,337,000 of debt, originally classified as "long-term"
debt on the Consolidated Balance Sheets of the Company in the Original 10-Q, as
a result of the Company's defaults under its loan agreement as described in the
Company's quarterly report on Form 10-Q for the three months ended December 31,
2001, filed on May 31, 2002, (ii) reclassify as "current liabilities" $5,825,000
of debt related to the Terraillon acquisition, originally improperly classified
as "accounts payable" on the Consolidated Balance Sheets of the Company in the
Original 10-Q, and (iii) add a comparison of the Results of Operations for the
six months ended September 30, 2001 and the six months ended September 30, 2000
in Management's Discussion and Analysis of Financial Condition and Results of
Operations. This Amendment makes no other changes to the Original 10-Q.
This Amendment contains only the changed items described above and should be
read in conjunction with the quarterly financial statements, including the notes
thereto, and other information set forth in the Original 10-Q, as well as the
Company's quarterly report on Form 10-Q for the three months ended December 31,
2001, filed on May 31, 2002 and any subsequent reports filed pursuant to the
Securities Exchange Act of 1934.
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MEASUREMENT SPECIALTIES, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPT. 30, 2001 MARCH 31, 2001
================ ===============
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 1,295 $ 593
Accounts receivable, trade, net of allowance for doubtful accounts 26,417 14,935
of $868 and $833, respectively
Inventories 44,072 31,868
Prepaid expenses and other current assets 8,327 3,317
---------------- ---------------
Total current assets 80,111 50,713
---------------- ---------------
PROPERTY AND EQUIPMENT 40,751 29,598
Less accumulated depreciation and amortization 19,895 12,529
---------------- ---------------
20,856 17,069
---------------- ---------------
OTHER ASSETS:
Goodwill and other intangible assets, net of accumulated
amortization of $973 21,540 12,606
Other assets 4,484 5,949
---------------- ---------------
26,024 18,555
---------------- ---------------
Total assets $ 126,991 $ 86,337
================ ===============
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MEASUREMENT SPECIALTIES, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
SEPT. 30, 2001 MARCH 31, 2001
================ ================
(UNAUDITED)
CURRENT LIABILITIES:
Current portion of long term debt and
capital lease obligations $ 35,864 $ 4,000
Accounts payable 20,868 13,713
Accrued expenses and other current liabilities 8,267 9,404
---------------- ----------------
Total current liabilities 64,999 27,117
---------------- ----------------
OTHER LIABILITIES:
Long term debt and capital lease obligations,
net of current portion - 32,736
Other liabilities 1,082 1,003
---------------- ----------------
1,082 33,739
---------------- ----------------
Total liabilities 66,081 60,856
---------------- ----------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Serial preferred stock;
221,756 shares authorized; none outstanding - -
Common stock, no par; 20,000,000 shares authorized;
shares issued and outstanding 11,504,466 and
8,333,340, respectively 5,502 5,502
Additional paid-in capital 41,863 3,769
Retained earnings 13,765 16,225
Accumulated other comprehensive loss (220) (15)
---------------- ----------------
Total shareholders' equity 60,910 25,481
---------------- ----------------
Total liabilities and shareholders' equity $ 126,991 $ 86,337
================ ================
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
SIX MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
2000
Net Sales. Net sales increased $16,200, or 36%, to $60,739 for the six months
ended September 30, 2001 from $44,539 for the six months ended September 30,
2000. Net sales for the six months ended September 30, 2001 include the results
of the Schaevitz acquisition for the entire six month period while the September
30, 2000 amounts include such results from the date of acquisition in August
2000. Sales for Terraillon are included from the acquisition date in August
2001. Excluding the Schaevitz and Terraillon acquisitions, net sales decreased
$2,976, or 7.4%, to $37,180 for the six months ended September 30, 2001 from
$40,156 for the six months ended September 30, 2000.
Net sales of our Sensor business increased $9,051, or 26%, to $29,092 for the
six months ended September 30, 2001 from $20,041 for the six months ended
September 30, 2000. The increase is primarily due to the Schaevitz acquisition,
offset by decreases in some of the other units of our Sensor business.
For the six months ended September 30, 2001, net sales of our Consumer Products
business increased $7,149, or 29%, compared to $31,647 for the six months ended
September 30, 2001 from $24,498 for the six months ended September 30, 2000.
Excluding the Terraillon acquisition, Consumer Product sales were $24,535 for
the six months ended September 30, 2001, approximately equal to Consumer Product
sales for the six months ended September 30, 2000.
Cost of Goods Sold. Cost of goods sold expenses increased $15,573, or 60%, to
$41,358 for the six months ended September 30, 2001 from $25,785 for the six
months ended September 30, 2000. These expenses include $16,617 of expenses from
the Terraillon acquisition. In addition, the increase relates to lower
production levels in both our Sensor and Consumer divisions. These lower
production levels resulted in unabsorbed fixed costs being charged to cost of
goods sold. Management has implemented significant cost reduction measures
expected to yield future benefits; however, we expect lower than historical
gross margins to occur as we continue to sell through inventory. The gross
margin for the six months ended September 30, 2001 was 25%, compared to 41% for
the six months ended September 30, 2000.
Selling, General and Administrative Expense. Selling, general and administrative
expenses increased $5,677, or 45%, to $18,260 for the six months ended September
30, 2001 from $12,583 for the six months ended September 30, 2000. The increase
is primarily due to the acquisition of Schaevitz and Terraillon.
Research and Development. Research and development expenses increased $1,047,
or 47%, to $3,280 for the six months ended September 30, 2001 from $2,233 for
the six months ended September 30, 2000. During the six months ended September
30, 2001, we received $899 of customer funded development, as compared to $1,798
during the six months ended September 30, 2000.
Interest Expense, Net. Net interest expense increased $1,343, or 211%, to
$1,980 for the six months ended September 30, 2001 from $637 for the six months
ended September 30, 2000. This increase is primarily due to higher levels of
debt outstanding during the six months ended September 30, 2001. As a result of
the occurrence of events of defaults under our credit agreement, we will be
required to pay interest at higher rates and therefore expect interest expense
to increase in subsequent quarters.
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Income Taxes. The income tax provision (benefit) decreased $2,068, or 166%, to
$(822) for the six months ended September 30, 2001 from $1,246 for the six
months ended September 30, 2000. Our effective tax rate (benefit) was (25%) for
the six months ended September 30, 2001, as compared to 23% for the six months
ended September 30, 2000. The difference primarily relates to a benefit
provided for net operating loss carryback claims. This rate may change during
the fiscal year 2002 if operating results or acquisition related costs differ
significantly from current projections.
Net Income. Net loss for the six months ended September 30, 2001 was $2,460, or
$0.25 diluted per share, compared to net income of $4,012, or $0.45 diluted per
share, for the six months ended September 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-Q/A Amendment No. 1 to be signed on its
behalf by the undersigned thereunto duly authorized.
MEASUREMENT SPECIALTIES, INC.
(Registrant)
/s/ Joseph R. Mallon Jr.
-------------------------
Date: June 18, 2002 Joseph R. Mallon Jr.
Chief Executive Officer,and
Chairman of the Board of Directors
(authorized officer and principal financial officer)
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