<TABLE>
Form 10-Q
MEASUREMENT SPECIALTIES, INC.
80 Little Falls Road,
Fairfield, New Jersey 07004
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
ASSETS
<S> <C> <C>
June 30, March 31,
1997 1997
(unaudited)
Current assets:
Cash and cash equivalents $432,601 $238,787
Accounts receivable, trade, net of
allowance for doubtful accounts
of $32,000 (June and March) 2,412,051 2,811,756
Inventories (Note 2) 3,985,567 3,675,870
Deferred income taxes 159,190 159,190
Prepaid expenses and other current assets 190,589 239,566
--------- ---------
Total current assets 7,179,998 7,125,169
Property and equipment 3,229,851 3,030,387
Less accumulated depreciation and
amortization 1,765,668 1,643,976
--------- ---------
1,464,183 1,386,411
Other assets:
Intangible assets, net of accumulated
amortization of $116,000 (June) and
$101,000 (March) 150,160 108,316
Deferred income taxes 385,079 385,071
Other assets 291,240 229,217
--------- ---------
826,479 722,604
--------- ---------
--------- ---------
$9,470,660 $9,234,184
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
June 30, March 31,
1997 1997
(unaudited)
Current liabilities:
Accounts payable, trade $1,940,655 $2,319,840
Customers' advances 334,541 194,143
Accrued payrolls and fringe benefits 451,514 337,787
Current portion of product warranty
obligations 226,121 218,000
Income taxes 541 641
Deferred income taxes 10,944 10,953
Accrued expenses and other current
liabilities 292,130 339,285
--------- ---------
Total current liabilities 3,256,446 3,420,649
Other liabilities:
Borrowings under bank line of credit
agreement (Note 3) 1,216,000 778,000
Product warranty obligations, net of
current portion 278,147 278,000
Other liabilities 92,972 114,195
--------- ---------
1,587,119 1,170,195
--------- ---------
Total liabilities 4,843,565 4,590,844
Contingencies (Note 7)
Shareholders' equity (Note 4):
Serial preferred stock; 221,756 shares
authorized; none outstanding
Common stock, no par; 20,000,000 shares
authorized; issued and outstanding
3,545,987 shares (June) and 3,531,987
shares (March) 5,412,450 5,384,950
Additional paid-in capital 59,884 47,141
Deficit (828,217) (773,109)
Currency translation and other adjustments (17,022) (15,642)
--------- ---------
Total shareholders' equity 4,627,095 4,643,340
--------- ---------
--------- ---------
$9,470,660 $9,234,184
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<S> <C> <C>
For the three months ended June 30,
1997 1996
Net sales $6,600,383 $4,701,404
Cost of goods sold 4,472,322 3,084,703
---------- ----------
Gross profit 2,128,061 1,616,701
Other expenses (income):
Selling, general and administrative 1,688,994 1,510,175
Provision for doubtful accounts 568
Research and development 495,383 321,278
Interest expense 20,528
Interest and other income (6,736) (3,152)
---------- ----------
2,198,169 1,828,869
Loss before income tax benefit (70,108) (212,168)
Income tax benefit (15,000)
---------- ----------
Net loss ($55,108) ($212,168)
---------- ----------
---------- ----------
Net loss per common share (Note 5) ($0.02) ($0.06)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the year ended March 31, 1997 and the three months ended June 30, 1997 (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Currency
Common stock Additional translation
Number paid-in and other
of shares $ capital Deficit adjustments Total
Balance, April 1, 1996 3,531,987 $5,384,950 $25,000 ($1,947,953) ($2,608) $3,459,389
Fair value of nonemployee common
stock purchase warrants and
nonemployee options issued for
services 22,141 22,141
Net income for the year ended
March 31, 1997 1,174,844 1,174,844
Currency translation adjustment
and unrealized holding gains and
losses on available-for-sale
marketable securities (13,034) (13,034)
--------- ---------- ------- ------------ -------- -----------
Balance, March 31, 1997 3,531,987 5,384,950 47,141 (773,109) (15,642) 4,643,340
Common shares issued upon exercise
of options and related income tax
benefit 14,000 27,500 12,743 40,243
Net loss for the three months ended
June 30, 1997 (55,108) (55,108)
Currency translation adjustment and
unrealized holding gains and losses
on available-for-sale marketable
securities (1,380) (1,380)
--------- ---------- ------- ------------ -------- -----------
Balance, June 30, 1997 3,545,987 $5,412,450 $59,884 ($828,217) ($17,022) $4,627,095
CONSOLIDATED STATEMENTS OF CASH FLOWS (Note 6)
(Unaudited)
<S> <C> <C>
For the three months ended June 30,
1997 1996
Cash flows from operating activities:
Net loss ($55,108) ($212,168)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization of property and equipment 122,745 96,605
Amortization of intangible assets and deferred financing costs 21,966 14,955
Provision for doubtful accounts 568
Fair value of nonemployee common stock purchase warrants and
nonemployee options issued for services 22,141
Other adjustments 6,374
Net changes in operating assets and liabilities:
Accounts receivable, trade 400,753 511,167
Inventories (309,697) 74,169
Prepaid expenses and other current assets 53,901 (38,527)
Other assets (62,023) (53,376)
Accounts payable, trade (379,185) (134,403)
Income taxes (135) (1,449)
Accrued expenses and other current liabilities 215,091 (21,342)
Other liabilities (21,058) (74,426)
--------- ----------
Net cash provided by (used in) operating activities (12,750) 190,288
Cash flows from investing activities:
Purchases of property and equipment (197,286) (266,068)
Purchases of intangible assets (55,961) (23,652)
Proceeds from sale of property and equipment 129
--------- ----------
Net cash used in investing activities (253,247) (289,591)
Cash flows from financing activities:
Borrowings under bank line of credit agreement 4,584,000
Repayments under bank line of credit agreement (4,146,000)
Proceeds from exercise of options and warrants 27,500
---------
Net cash provided by financing activities 465,500
Effect of exchange rate changes on cash and cash equivalents (5,689) (3,695)
Net change in cash and cash equivalents 193,814 (102,998)
Cash and cash equivalents, beginning of period 238,787 771,016
--------- ----------
--------- ----------
Cash and cash equivalents, end of period $432,601 $668,018
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
(Information about interim periods is unaudited)
1. Interim financial statements:
Basis of presentation:
These interim financial statements were prepared pursuant to generally accepted accounting
principles for interim financial information, the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, while they conform with the measurement and classification
provisions of generally accepted accounting principles, they do not include the footnote
information required by generally accepted accounting principles for annual financial
statements. Additionally, these interim financial statements are subject to adjustments that
might result from the independent audit of the Company's financial statements for the year
ending March 31, 1998. In the opinion of management, all adjustments and disclosures
necessary to make these interim financial statements not misleading have been included.
Nevertheless, reference is made to the annual financial statements included in the Company's
Annual Report on Form 10-K for the year ended March 31, 1997. Operating results for the three
months ended June 30, 1997 are not necessarily indicative of the results that may be expected
for the year ending March 31, 1998.
Inventories:
Inventories are stated at the lower of cost (first-in, first-out) or market. Cost was
estimated using standard cost.
Stock based compensation:
The Company accounts for employee stock option grants using the intrinsic value based method.
Income taxes:
Income taxes are provided based on the estimated effective annual tax rate. The estimate
gives effect to net operating loss carryforwards and undistributed earnings of the Company's
subsidiaries on which deferred income taxes are not provided.
2. Inventories:
<S> <C> <C>
June March
Raw materials $ 894,181 $ 584,970
Work-in-process 495,925 734,010
Finished goods 2,595,461 2,356,890
----------- -----------
$ 3,985,567 $ 3,675,870
3. Borrowings under bank line of credit agreement:
At June 30, 1997, $1,216,000 was outstanding under a $2 million revolving line of credit
agreement, extended by a domestic bank. Advances are repayable by September 30, 1998, the
date of the agreement's expiration, and collateralized by a senior security interest in
substantially all assets. Borrowings bear interest at 0.5 percent above the bank's prime rate
(aggregating 9.0 percent at June 30, 1997). The agreement requires the Company to maintain
certain levels of working capital and net worth, limits the Company's capital expenditures and
advances to its subsidiaries and requires the bank's consent for the payment of dividends.
Additionally, the agreement requires payment of an annual facility fee.
4. Shareholders' equity:
The Company is authorized to issue 21,200,000 shares of capital stock of which 221,756 shares
have been designated as serial preferred stock and 20,000,000 shares have been designated as
common stock. No serial preferred stock was outstanding at June 30, 1997. The Board of
Directors has not designated 978,244 authorized shares.
The Company's China subsidiary is subject to certain government regulations, including
currency exchange controls, which limit cash dividends and loans. At June 30, 1997, this
subsidiary's restricted net assets approximated $569,000.
5. Per share information and impact of recently issued accounting standard:
Primary per share information is computed based on the weighted average common shares and
dilutive common equivalent shares outstanding during each period, after deducting preferred
dividend requirements from net income and considering the shares that may be issued upon
exercise of stock options and warrants, reduced by the shares that may be repurchased with the
funds received from their exercise. (When applicable, dilutive common equivalent shares are
computed using the modified treasury stock method, which assumes investment of a portion of
the exercise proceeds.) Fully diluted per share information is computed as above and assumes
conversion of dilutive convertible preferred shares, if any, after adding preferred dividend
requirements back to net income. Fully diluted per share information has not been presented
because there would be no dilutive effect. The weighted average numbers of shares used were
3,542,009 for 1997 and 3,531,987 for 1996.
In February 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share," which requires public companies to present
basic and, if applicable, diluted per share information. Statement No. 128 also eliminates
the modified treasury stock method of computing potential common shares. The Company will
adopt Statement No. 128 on October 1, 1997. The Company estimates that both the basic and
diluted net loss per share, determined pursuant to Statement No. 128, would have been $0.02
for 1997 and $0.06 for 1996.
6. Supplemental disclosures of cash flow information:
For 1997, payments of interest expense approximated $22,000 and payments of income taxes
approximated $19,000. Additionally, the Company recognized $12,743 of income tax benefits on
stock option exercises for 1997. For 1996, the Company issued nonemployee common stock
purchase warrants and nonemployee options in consideration for services with a fair value of
$22,141.
7. Contingencies:
Consumer products generally are marketed under warranties to end users of up to ten years.
The Company provides for estimated product warranty obligations at the time of sale, based on
its warranty claims experience. This estimate is susceptible to changes in the near term
based on introductions of new products, product quality improvements and changes in end user
behavior.
On January 23, 1997, a licensee of the Company's technology filed a civil action, seeking
declaratory judgment and legal costs. The licensee disputes the extent of marketing rights
and the magnitude of certain manufacturing rights that the Company allegedly granted under a
1991 agreement. Management believes the claim is without merit. On February 25, 1997, the
Company filed an answer and counterclaim, requesting a declaration of the parties' rights
under the agreement. The case has been stayed, pending its referral to a Court-sponsored
mediation program. If the case cannot be resolved through mediation, management intends to
pursue a vigorous defense of its position. Discovery on the merits of the case have not yet
begun and the Company's potential liability, if any, is not yet determinable. Based on the
information it now possesses, management believes that this action will not have a material
adverse effect on the Company's consolidated financial statements. Accordingly, no provision
has been made for the outcome of this matter in the accompanying financial statements.
However, it is reasonably possible that management's estimate of the outcome could change in
the near term, resulting in a provision for liability in the future.
At June 30, 1997, the Company was contingently liable for $77,000 under unused import letters
of credit and its Hong Kong subsidiary was contingently liable for $369,000 under discounted
export letters of credit.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this report, which discuss the Company's expectations, intentions and
strategies for the future, are "forward looking statements" within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements are based on information available to the Company on the date of this report and
the Company assumes no obligation to update them. Actual results could differ materially from
the forward looking statements. Among the important factors that could cause actual results
to differ are the timely development, market acceptance and warranty performance of new
products, the impact of competitive products and pricing, the continuity of bookings trends,
customers' financial condition, the absence of supply interruptions, uncertainties of doing
business in China and Hong Kong and such additional risks and uncertainties as are detailed
from time to time in the Company's reports and filings with the Securities and Exchange
Commission (the "SEC").
RESULTS OF OPERATIONS
Revenues for the three months ended June 30 increased by $1,899,000 or 40 percent, from
$4,701,000 for 1996 to $6,600,000 for 1997, resulting in record first quarter revenues for
1997. Sales performance benefited from certain consumer product promotions shipped during
what ordinarily is a seasonally sluggish period for these products. The net loss for the first
quarter decreased by $157,000 or 74 percent, from $212,000 for 1996 to $55,000 for 1997.
Sales of consumer bath scales increased by $1,706,000 or 61 percent, from $2,800,000 for 1996
to $4,506,000 for 1997. Sales of tire pressure gauges increased by $334,000 or 68 percent,
from $489,000 for 1996 to $823,000 for 1997. Both product categories benefited from
promotional sales campaigns, notwithstanding unexpectedly low sell-through at one retailer
which, the Company believes, was caused by adverse product placement and seasonal factors.
Additionally, the Company increased shipments of mechanical products in these categories,
pursuant to its plans to increase sales to retailers seeking broader price ranges of product
offerings. Sales of fishing scales declined by $167,000 or 66 percent, from $253,000 for 1996
to $86,000 for 1997, because of the introduction of a competitive product. The Company plans
to broaden its product line and distribution for this product.
Sales of industrial pressure sensors increased by $113,000 or 24 percent, from $474,000 for
1996 to $587,000 for 1997, partly as a result of the launch of a new product platform offering
protection against electrostatic effects, electromagnetic and radio-frequency interference.
The Company granted Dresser Industries a license to manufacture comparable products under a
1991 agreement, which Dresser now disputes. Management believes that Dresser's claim is
without merit. For additional information about the Dresser matter, reference is made to
"Legal Proceedings" in Part II, below.
Gross profit increased from 1996 to 1997 by $511,000, though the gross profit percentage
declined to 32.2 percent from 34.4 percent. This decline reflects, among other things, shifts
in the product and customer mixes in favor of certain OEM bath scale customers, and the impact
of one of the promotional orders mentioned above. Further growth in sales of mechanical
consumer products and penetration of mass market and automotive channels are expected to
continue to increase sales volume, but at lower margins. Additionally, the Company expects
that it may continue to experience price pressures, because of the effect of the current
strength of the United States dollar on foreign sales which are significant to its business,
and because of the introduction of competing consumer products. The Company intends to
maintain its competitiveness by continuing to expand its product lines, with technological
advances, innovative designs and broader price ranges, while making major efforts to reduce
product costs.
Selling, general and administrative ("SG&A") expenses increased by $179,000, or 12 percent,
but declined significantly as a percentage of net sales, from 32.1 percent for 1996 to 25.6
percent for 1997. Certain variable SG&A expenses increased somewhat, partly as a result of
one of the promotional orders mentioned above. These increases were more than offset by a
lower provision for estimated product warranty obligations, reflecting the Company's more
recent warranty claims experience which benefited from quality improvements. In March 1997,
the Company's China subsidiary received certification of its conformity with the International
Standards Organization ("ISO") 9002 Quality System Standard. The estimate of product warranty
obligations is susceptible to changes in the near term based on introductions of new products,
product quality improvements and changes in end user behavior. Consumer products are marketed
under warranties to end users of up to ten years. Fixed SG&A expenses increased as a result
of higher sales and marketing expenses, principally advertising, packaging development, trade
show participation and personnel. Advertising and trade show expenses rose, in part, to
support the growth of the Company's industrial pressure sensor business. Packaging
development continued, as a result of expansion of the number of consumer product offerings,
and a second United States regional consumer products sales manager was hired, to develop
additional accounts including promotional business.
Research and development expenses increased by $174,000, or 54 percent. A significant portion
of this increase was attributable to industrial pressure sensor product development at the
Company's Virginia Transducer Engineering Center ("VA-TEC"), which was not operational for a
full fiscal quarter in 1996. Approximately one-fourth of the Company's research and
development spending for 1997 was attributable to VA-TEC. The Company's revenue growth has
relied on, and is likely to continue to rely on, expansion of its product lines and,
accordingly, research and development expenses will continue to be significant. The Company
intends to continue to invest in industrial pressure product development, and launch new
consumer products and line extensions. Plans include development of a "smart"
microcontroller-based industrial pressure sensor and a new application-specific integrated
circuit to reduce the cost in substantially all products. lower cost consumer scale
incorporating and a new application-specific integrated circuit to reduce the cost in
substantially all products. The Company recently began to ship its new "frame" scale, which
incorporates "Sensor Disc" TM technology in a lower cost, one-piece frame.
For 1997, the Company recognized an income tax benefit of $15,000, at an estimated effective
income tax rate of 21 percent. The estimated rate of tax, which is subject to change in the
near term, is based on the proportion of pretax profits now expected to be earned by the
Company's foreign subsidiaries and favorable overseas tax rates now in effect. Deferred
income taxes are not provided on these subsidiaries' earnings, which are expected to be
reinvested. Income taxes were not provided for 1996 because of management's assessment, then,
that the benefit of that period's net loss was unlikely to be realized in the near term.
Per share information normally considers the shares that may be issued upon exercise of stock
options and warrants, reduced by the shares that may be repurchased with the funds received
from their exercise. For the three months ended June 30, 1997 and 1996, dilutive common
equivalent shares were not taken into account because there were net losses for both periods.
Additionally, as a result of the losses, per share information would not have been affected
by Statement of Financial Accounting Standards No. 128, "Earnings per Share," had this
accounting pronouncement then been in effect. The total number of potential common shares
underlying stock options and warrants outstanding at June 30, 1997 was 977,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital needs for 1997 have increased, compared with 1996, mainly from
higher inventory levels, attributable in part to expansion of the number of products offered
for sale. However, the cash impacts of 1997's first quarter operating activities were nearly
flat, in view of the small net loss (though positive EBITDA), and adequacy of accounts
receivable collections to fund accounts payable remittances.
Fixed asset purchases for 1997, aggregating $197,000, mainly comprised productive equipment,
to augment China manufacturing and certain semiconductor wafer processing in New Jersey, and
China office space expansion. Additionally, $56,000 was spent on computer software to enhance
office connectivity and productivity. The Company expects such capital spending to continue,
in line with growth of its product lines and staff size. At June 30, 1997, commitments for
capital expenditures, principally for expansion of the Company's New Jersey office space,
approximated $48,000.
The Company continues to finance its requirements with accounts payable and bank borrowings.
The Company's principal supplier, RDL, assembles substantially all consumer products. While
the Company furnishes RDL with the proprietary subassemblies required in its products, RDL
purchases other required components from third parties, reducing the Company's need to finance
certain raw materials through their conversion to finished inventories.
At June 30, 1997, $1,216,000 was outstanding under the Company's $2 million bank line of
credit agreement. Advances are payable by September 30, 1998, the date of the agreement's
expiration. Accordingly, if the agreement were not renewed by September 30, 1997, thereafter
borrowings would be classified as short-term debt, affecting the Company's current ratio. At
June 30, 1997, the Company's current ratio was 2.20.
Further expansion of the Company's financing requirements are likely to require additional
resources. The Company believes that suitable resources for expansion of its working capital
requirements would be available, though no assurance can be given. Additionally, if the
Company were to pursue potential acquisitions, it would likely require other forms of
financing.
At June 30, 1997, the Company was contingently liable for $77,000 under unused import letters
of credit and its Hong Kong subsidiary was contingently liable for $369,000 under discounted
export letters of credit. The subsidiary is potentially subject to off-balance sheet risks of
discrepant documents and customers' nonperformance under these letters of credit.
The Company has not declared cash dividends on its common equity. Management expects that
earnings which may be generated from the Company's near-term operations will be reinvested and
that, accordingly, dividends will not be paid to common shareholders in the future.
Additionally, the payment of dividends is subject to the consent of the bank with which the
Company has a revolving credit agreement.
At present, there are no material restrictions on the ability of the Company's Hong Kong
subsidiary to transfer funds to the Company in the form of cash dividends, loans, advances or
purchases of materials, products or services. However, distribution and repatriation of
dividends by the Company's China subsidiary are restricted by Chinese laws and regulations,
including currency exchange controls. At June 30, 1997, this subsidiary's restricted net
assets approximated $569,000.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
On January 23, 1997, Dresser Industries, Inc. ("Dresser") filed a complaint against the
Company in United States District Court, District of New Jersey, seeking declaratory judgment
and legal costs. Dresser disputes the extent of marketing rights and the magnitude of certain
manufacturing rights that the Company allegedly granted under a 1991 agreement. Management
believes that Dresser's claim is without merit. On February 25, 1997, the Company filed an
answer and counterclaim, requesting a declaration of the parties' rights under the agreement.
The case has been stayed, pending its referral to a Court-sponsored mediation program. If
the case cannot be resolved through mediation, management intends to pursue a vigorous defense
of its position.
Discovery on the merits of the case have not yet begun and the Company's potential liability,
if any, is not yet determinable. Based on the information it now possesses, management
believes that this action will not have a material adverse effect on the Company's
consolidated financial statements. Accordingly, no provision has been made for the outcome of
this matter in the accompanying financial statements. However, it is reasonably possible that
management's estimate of the outcome could change in the near term, resulting in a provision
for liability in the future.
ITEM 6. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
(11)Statement regarding computation of per share earnings for 1997 and 1996
(27)Financial Data Schedule
The Company did not file any reports on Form 8-K during the three months ended June 30, 1997.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
MEASUREMENT SPECIALTIES, INC.
(Registrant)
Date: August 8, 1997 /s/ Joseph R. Mallon Jr.
President, Chief Executive Officer and
Chairman of the Board of Directors
Date: August 8, 1997 /s/ Mark A. Shornick
Chief Financial Officer, Assistant Secretary
and Treasurer
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MEASUREMENT SPECIALTIES, INC.
EXHIBIT 11 -- STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
June 30, 1997
<S> <C> <C>
For the three months ended June 30,
1997 1996
Primary net loss per common share:
Net loss ($55,108) ($212,168)
---------- ----------
Weighted average common shares outstanding 3,542,009 3,531,987
Net effect of dilutive common equivalent shares
based on the treasury stock method using
average market price
---------- ----------
Total 3,542,009 3,531,987
---------- ----------
---------- ----------
Primary net loss per common share ($0.02) ($0.06)
Fully diluted net loss per common share:
Net loss ($55,108) ($212,168)
---------- ----------
Weighted average common shares outstanding 3,542,009 3,531,987
Net effect of dilutive common equivalent shares
based on the treasury stock method using
period-end market price, if higher than average
market price
---------- ----------
Total 3,542,009 3,531,987
---------- ----------
---------- ----------
Fully diluted net loss per common share (a) ($0.02) ($0.06)
(a) Improvements of earnings per common share computed on the fully diluted basis have not been taken into account
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF MEASUREMENT SPECIALTIES, INC. AND SUBSIDIARIES AS
OF JUNE 30, 1997, AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS,
SHAREHOLDERS' EQUITY AND CASH FLOWS FOR THE THREE-MONTH PERIOD THEN ENDED, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000778734
<NAME> MEASUREMENT SPECIALTIES, INC.
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-1-1997
<PERIOD-END> JUN-30-1997
<CASH> 433
<SECURITIES> 0
<RECEIVABLES> 2444
<ALLOWANCES> (32)
<INVENTORY> 3986
<CURRENT-ASSETS> 7180
<PP&E> 3230
<DEPRECIATION> (1766)
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</TABLE>
