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8-K - CURRENT REPORT - Measurement Specialties Incv230688_8k.htm
Contact:
Mark Thomson, CFO
 
(757) 766-4224
 
FOR IMMEDIATE RELEASE

Measurement Specialties Announces First Quarter Results
Net Income of $8.0 million on Net Sales of $77.2 million

Hampton, VA, August 3, 2011 – Measurement Specialties, Inc. (NASDAQ: MEAS) (the “Company”), a global designer and manufacturer of sensors and sensor-based systems, announces results for the quarter ended June 30, 2011.

The Company reported an increase in consolidated net sales of $16.0 million, or 26%, to a record of $77.2 million for the three months ended June 30, 2011, as compared to the corresponding period of last year.  Excluding sales attributed to the Pressure Systems Inc. (“PSI”) acquisition of approximately $4.0 million, organic sales increased $12.0 million or 19.6%. For the three months ended June 30, 2011, the Company reported net income of $8.0 million, or $0.50 per diluted share, as compared to net income of $5.6 million, or $0.37 per diluted share, for the same period last year.

Frank Guidone, Company CEO commented, “We are very pleased with our first quarter financial results.  We continue to grow sales and earnings and had a strong bookings quarter posting a book-to-bill ratio of 1.04.  We expect our second quarter to be relatively flat as compared to the first quarter and forecast a strong second half to fiscal 2012.  Accordingly, we believe full year sales will be at the upper end of our guidance range of $311 to $317 million.”

On August 3, 2011, the Company filed its Form 10-Q for the three months ended June 30, 2011.  Please refer to the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Form 10-Q filed for a more complete discussion of sales, margin and expenses.

The Company will host an investor conference call on Thursday, August 4, 2011 at 11:00 AM Eastern to answer questions regarding the results reported in our Form 10-Q for the quarter ended June 30, 2011.  US dialers: (877) 407-9210; International dialers (201) 689-8049.  Interested parties may also listen via the Internet at: www.investorcalendar.com.  The call will be available for replay for 30 days by dialing (877) 660-6853 (US dialers); (201) 612-7415 (International dialers), and entering the replay pass code #286 and conference ID# 376409, and on Investorcalendar.com.

About Measurement Specialties:  Measurement Specialties, Inc. (MEAS) designs and manufactures sensors and sensor-based systems to measure precise ranges of physical characteristics such as pressure, temperature, position, force, vibration, humidity and photo optics.  MEAS uses multiple advanced technologies – piezo-resistive silicon sensors, application-specific integrated circuits, micro-electromechanical systems (“MEMS”), piezoelectric polymers, foil strain gauges, force balance systems, fluid capacitive devices, linear and rotational variable differential transformers, electromagnetic displacement sensors, hygroscopic capacitive sensors, ultrasonic sensors, optical sensors, negative thermal coefficient (“NTC”) ceramic sensors, mechanical resonators and submersible hydrostatic level sensors – to engineer sensors that operate precisely and cost effectively. 
 


Measurement Specialties Inc.     •     1000 Lucas Way     •     Hampton, VA  23666     •     www.meas-spec.com
 
 

 
 
This release includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.  Forward looking statements may be identified by such words or phrases  as “should”, "intends", “ is subject to”, "expects", "will", "continue", "anticipate", "estimated", "projected", "may", " believe", "future prospects", or similar expressions.  Factors that might cause actual results to differ materially from the expected results described in or underlying our forward-looking statements include: Conditions in the general economy, including risks associated with the current financial crisis and worldwide economic conditions and reduced demand for products that incorporate our products; Competitive factors, such as price pressures and the potential emergence of rival technologies; Compliance with export control laws and regulations; Fluctuations in foreign currency exchange and interest rates; Interruptions of suppliers’ operations or the refusal of our suppliers to provide us with component materials, particularly in light of the current economic conditions and potential for suppliers to fail; Timely development, market acceptance and warranty performance of new products; Changes in product mix, costs and yields; Uncertainties related to doing business in Europe and China; Legislative initiatives, including tax legislation and other changes in the Company’s tax position; Legal proceedings; Compliance with debt covenants, including events beyond our control; Conditions in the credit markets, including our ability to raise additional funds or refinance our existing credit facility; Adverse developments in the automotive industry and other markets served by us; and risk factors listed from time to time in the reports we file with the SEC.   The Company from time-to-time considers acquiring or disposing of business or product lines. Forward-looking statements do not include the impact of acquisitions or dispositions of assets, which could affect results in the near term.  Actual results may differ materially.  The Company assumes no obligation to update the information in this release.

Company Contact:  Mark Thomson, CFO, (757) 766-4224
 
 
 
 

Measurement Specialties Inc.     •     1000 Lucas Way     •     Hampton, VA  23666     •     www.meas-spec.com
 
 

 
 
MEASUREMENT SPECIALTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
   
Three Months Ended
 
   
June 30,
 
(Amounts in thousands, except per share amounts)
 
2011
   
2010
 
Net sales
  $ 77,184     $ 61,170  
Cost of goods sold
    44,776       34,966  
Gross profit
    32,408       26,204  
Selling, general, and administrative expenses
    22,059       18,633  
Operating income
    10,349       7,571  
Interest expense, net
    579       758  
Foreign currency exchange loss (gain)
    399       (81 )
Equity income in unconsolidated joint venture
    (137 )     (108 )
Other expense
    47       27  
Income before income taxes
    9,461       6,975  
Income tax expense
    1,453       1,386  
Net income
  $ 8,008     $ 5,589  
Earnings per common share - Basic:
               
Net income - Basic
  $ 0.53     $ 0.38  
Net income - Diluted
  $ 0.50     $ 0.37  
Weighted average shares outstanding - Basic
    15,043       14,549  
Weighted average shares outstanding - Diluted
    16,028       15,097  
 
 

Measurement Specialties Inc.     •     1000 Lucas Way     •     Hampton, VA  23666     •     www.meas-spec.com
 
 

 
 
MEASUREMENT SPECIALTIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
   
June 30,
   
March 31,
 
(Amounts in thousands)
 
2011
   
2011
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 28,379     $ 20,860  
Accounts receivable trade, net of allowance for
               
doubtful accounts of $713 and $714, respectively
    44,255       43,624  
 Inventories, net
    54,750       52,212  
 Deferred income taxes, net
    3,220       3,212  
 Prepaid expenses and other current assets
    4,274       5,514  
 Other receivables
    876       1,222  
 Assets held for sale
    1,829       -  
Total current assets
    137,583       126,644  
Property, plant and equipment, net
    49,798       50,303  
Goodwill
    117,398       115,864  
Acquired intangible assets, net
    28,602       28,656  
Deferred income taxes, net
    2,845       2,883  
Investment in unconsolidated joint venture
    2,439       2,578  
Other assets
    3,254       2,838  
Total assets
  $ 341,919     $ 329,766  
 


Measurement Specialties Inc.     •     1000 Lucas Way     •     Hampton, VA  23666     •     www.meas-spec.com
 
 

 
 
MEASUREMENT SPECIALTIES, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(UNAUDITED)
 
   
June 30,
   
March 31,
 
(Amounts in thousands, except share amounts)
 
2011
   
2010
 
LIABILITIES AND SHAREHOLDERS' EQUITY
           
Current liabilities:
           
 Current portion of long-term debt
  $ 154     $ 171  
 Current portion of capital lease obligations
    14       39  
 Current portion of promissory notes payable
    3,002       2,713  
 Accounts payable
    22,841       21,815  
 Accrued expenses
    5,532       5,441  
 Accrued compensation
    9,780       12,646  
 Income taxes payable
    1,603       2,491  
 Deferred income taxes, net
    492       444  
 Other current liabilities
    3,236       2,752  
  Total current liabilities
    46,654       48,512  
Revolver
    44,000       46,000  
Long-term debt, net of current portion
    20,899       20,901  
Capital lease obligations, net of current portion
    18       17  
Deferred income taxes, net
    3,242       3,532  
Other liabilities
    1,756       1,735  
  Total liabilities
    116,569       120,697  
Equity:
               
 Serial preferred stock; 221,756 shares authorized; none outstanding
    -       -  
 Common stock, no par; 25,000,000 shares authorized; 15,134,817 shares
               
 and 14,989,675 shares issued and outstanding
    -       -  
 Additional paid-in capital
    97,730       93,608  
 Retained earnings
    109,317       101,309  
 Accumulated other comprehensive income
    18,303       14,152  
     Total equity
    225,350       209,069  
Total liabilities and shareholders' equity
  $ 341,919     $ 329,766  
 
 

Measurement Specialties Inc.     •     1000 Lucas Way     •     Hampton, VA  23666     •     www.meas-spec.com
 
 

 


MEASUREMENT SPECIALTIES, INC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
   
Three months ended June 30,
 
(Amounts in thousands)
 
2011
   
2010
 
Cash flows from operating activities:
           
Net income
  $ 8,008     $ 5,589  
Adjustments to reconcile net income to net cash
               
provided by operating activities:
               
  Depreciation and amortization
    3,520       3,770  
  Gain on sale of assets
    -       (5 )
  Non-cash equity based compensation
    1,245       691  
  Deferred income taxes
    (612 )     516  
  Equity income in unconsolidated joint venture
    (137 )     (108 )
  Unconsolidated joint venture distributions
    -       114  
Net change in operating assets and liabilities:
               
  Accounts receivable, trade
    59       (3,118 )
  Inventories
    (1,560 )     (3,866 )
  Prepaid expenses, other current assets and other receivables
    1,897       (1,313 )
  Other assets
    (493 )     114  
  Accounts payable
    411       1,471  
  Accrued expenses, accrued compensation, other current and other liabilities
    (2,663 )     62  
  Income taxes payable
    (733 )     (495 )
Net cash provided by operating activities
    8,942       3,422  
Cash flows from investing activities:
               
Purchases of property and equipment
    (2,576 )     (1,414 )
Proceeds from sale of assets
    -       39  
Net cash used in investing activities
    (2,576 )     (1,375 )
Cash flows from financing activities:
               
Borrowings from short-term debt, revolver and notes payable
    -       42,746  
Borrowings from long-term debt
    -       20,000  
Repayments of short-term debt, revolver, and capital leases
    (2,027 )     (53,609 )
Repayments of long-term debt
    (42 )     (8,123 )
Excess tax benefit from exercise of stock options
    306       -  
Payment of deferred financing costs
    -       (1,409 )
Proceeds from exercise of options and employee stock purchase plan
    2,571       135  
Net cash provided by (used in) financing activities
    808       (260 )
Net change in cash and cash equivalents
    7,174       1,787  
Effect of exchange rate changes on cash
    345       (526 )
Cash, beginning of year
    20,860       23,165  
Cash, end of period
  $ 28,379     $ 24,426  
 
 

Measurement Specialties Inc.     •     1000 Lucas Way     •     Hampton, VA  23666     •     www.meas-spec.com
 
 

 
 
Reconciliation of Non-GAAP Financial Measures (Unaudited):

   
Three Months Ended
 
   
June 30,
 
   
2011
   
2010
 
(In thousands, except percentages)
           
Net income
  $ 8,008     $ 5,589  
Add Back:
               
 Interest
    579       758  
 Provision for income taxes
    1,453       1,386  
 Depreciation and amortization
    3,520       3,770  
 Foreign currency exchange loss (gain)
    399       (81 )
 Non-cash equity based compensation
    1,245       691  
 ITAR legal fees
    3       10  
Adjusted EBITDA
  $ 15,207     $ 12,123  
 As % of Net Sales
    19.7 %     19.8 %
Free Cash Flow
               
Net cash provided by operating
               
 activities from continuing operations
  $ 8,942     $ 3,422  
Purchases of property and equipment
    (2,576 )     (1,414 )
Free Cash Flow
  $ 6,366     $ 2,008  
 
Regulation G, “Conditions for Use of Non-GAAP Financial Measures,” promulgated under the Securities and Exchange Act of 1934, as amended, defines and prescribes the conditions for use of certain non-GAAP financial information.  We believe that certain of our financial measures which meet the definition of non-GAAP financial measures provide important supplemental information to investors.

The financial information accompanying this press release includes the Company’s earnings before interest, income taxes, depreciation, amortization, foreign currency transaction gains/losses, non-cash equity based compensation and certain legal expenses, or “Adjusted EBITDA” and “Free Cash Flow.”  Adjusted EBITDA and Free Cash Flow are non-GAAP measures that are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from Adjusted EBITDA and Free Cash Flow measures used by other companies.  Adjusted EBITDA is derived by adding interest, taxes, depreciation, amortization, foreign currency transaction gains/losses, non-cash equity based compensation and certain legal expenses related to International Traffic in Arms Regulation (ITAR) matters to the Company’s net income from continuing operations.  Free Cash Flow is derived by taking net cash provided by operating activities from continuing operations and subtracting capital expenditures (purchases of property and equipment).  The Company believes that Adjusted EBITDA is important to investors because it provides a financial measure that is more representative of the Company’s cash flow (prior to taking into account the effects of changes in working capital and purchases of property and equipment), excluding non-cash expenses and items such as foreign currency transaction gains/losses, income taxes, interest and certain legal expenses, which vary greatly period to period.  Legal expenses relate to the Company’s previously announced investigation into certain export compliance issues.  The Company believes that this measure is important to investors because it more accurately represents the leverage effect of fixed expenses.  The Company believes Free Cash Flow is also important to investors as it provides useful information about the amount of cash generated by the business after the purchase of property, buildings and equipment, which can then be used to, among other things, invest in the Company’s business, make strategic acquisitions and strengthen the balance sheet, and because it is a significant measure used in determining the enterprise value of the Company.  A limitation on the use of Free Cash Flow as a measure of financial performance is that it does not represent the total increase or decrease in the Company’s cash balance for the period or the residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions.
 


Measurement Specialties Inc.     •     1000 Lucas Way     •     Hampton, VA  23666     •     www.meas-spec.com
 
 

 
 
These non-GAAP financial measures are used by management in addition to and in conjunction with the results presented in accordance with GAAP.   These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures.  Non-GAAP financial measures provide an additional way of viewing aspects of our operation that, when viewed with our GAAP results and the accompanying reconciliations to the corresponding GAAP financial measures, provide an understanding of certain factors and trends relating to our business.   The Company strongly encourages investors to review our financial statements and publicly filed reports in their entirety and to not rely on any single financial measure.

*****End of Press Release*****
 
 
 
 


Measurement Specialties Inc.     •     1000 Lucas Way     •     Hampton, VA  23666     •     www.meas-spec.com