7/9/2002 - Measurement Specialties, Inc. (AMEX: MSS) announced today that it has successfully negotiated and executed an extended forbearance agreement with its lenders. This agreement provides that the lenders will forbear, until November 1, 2002, from exercising the rights and remedies available to them as a result of the Company’s defaults under its credit agreement. The agreement is the critically important first step in the Company’s broader restructuring plan announced June 19th. In a display of support for the proposed restructuring plan, the lenders have also agreed to extend additional credit under the Company’s revolving credit facility as well as allow the Company to apply the proceeds from the sale/liquidation of certain Company assets against amounts outstanding under the revolving credit facility (rather than against amounts outstanding under the term loan as otherwise required by the credit agreement). As a condition to the agreement and the lenders’ continued forbearance, the Company has agreed to pledge in favor of the lenders certain unencumbered assets, and must take certain actions and comply with strict financial covenants during the forbearance period.
“Getting the lenders’ support was step one”, stated Frank Guidone, CEO. “We are not out of the woods yet”, continued Mr. Guidone, “but we believe that this agreement gives us the time and liquidity we need to execute the restructuring, stabilize cash flow and reduce the bank debt to acceptable levels”.
The Company is in the process of preparing the financial statements to be included in its annual report on Form 10-K for the fiscal year ended March 31, 2002. At this time, the Company can not accurately predict when audited financial statements will be available; accordingly audited financial statements may not be available on or before July 15, 2002. If the Company is not able to file its annual report on or before July 15, 2002, it is likely that the trading of its common stock on the American Stock Exchange will be halted until the annual report is filed. If the annual report is not filed within a reasonable period after a trading halt, the American Stock Exchange could initiate delisting proceedings against the Company. As previously disclosed, in the event that the Company’s common stock becomes ineligible for trading on the American Stock Exchange, it will be more difficult to dispose of its common stock and to obtain accurate pricing information.
Measurement Specialties is a designer and manufacturer of sensors, and sensor-based consumer products. Measurement Specialties produces a wide variety of sensors that use advanced technologies to measure precise ranges of physical characteristics, including pressure, motion, force, displacement, angle, flow, and distance. Measurement Specialties uses multiple advanced technologies, including piezoresistive, application specific integrated circuits (ASICs), micro-electromechanical systems (MEMS), piezopolymers, and strain gages to allow their sensors to operate precisely and cost effectively.
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, including but not limited to, statements regarding sufficiency of funding, ability to implement the Company’s restructuring plan including, the stabilization of cash-flow and reduction of debt, the Company’s continued compliance with the forbearance agreement, and time necessary for the implementation of the Company’s restructuring plan. Forward looking statements may be identified by such words or phases as “we believe”, "will continue", “will provide”, "is anticipated", "estimated", "projected", “possible”, ”potential”, "may", or similar expressions. The forward looking statements above involve a number of risks and uncertainties. Factors that might cause actual results to differ include, but are not limited to, success of any reorganization; consummation of any contemplated sale of assets; ability to raise additional funds; the outcome of the class action lawsuits filed against the Company; the outcome of the current SEC investigation of the Company; conditions in the general economy and in the markets served by the Company; competitive factors, such as price pressures and the potential emergence of rival technologies; interruptions of suppliers’ operations affecting availability of component materials at reasonable prices; timely development and market acceptance, and warranty performance of new products; success in integrating prior acquisitions; changes in product mix, costs and yields, fluctuations in foreign currency exchange rates; uncertainties related to doing business in Hong Kong and China; and the risk factors listed from time to time in the Company’s SEC reports. The Company is involved in an announced active disposition program. 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 issue.
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