8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2010

ACCELLENT INC.

(Exact name of registrant as specified in its charter)

Maryland	333-130470	84-1507827
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
100 Fordham Road Wilmington, Massachusetts		01887
(Address of principal executive offices)		(Zip Code)

(978) 570-6900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2010, Accellent Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2010. The press release is furnished as Exhibit 99.1 to this current report and is incorporated by reference in this Item 2.02.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated August 5, 2010, announcing financial results for the quarter ended June 30, 2010 (this exhibit is furnished and not filed)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 5, 2010	ACCELLENT INC.
	By:	/s/    JEREMY A. FRIEDMAN
	Name: Title:	Jeremy A. Friedman Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated August 5, 2010, announcing financial results for the quarter ended June 30, 2010 (this exhibit is furnished and not filed)

EX-99.1

Exhibit 99.1

Investor Contact: Jeremy Friedman

Executive Vice President and Chief Financial Officer

978 570 6900

Jeremy.friedman@accellent.com

FOR IMMEDIATE RELEASE

Accellent Inc. Announces Second Quarter 2010 Results

Wilmington, MA (August 5, 2010) – Accellent Inc. (the “Company”), a wholly owned subsidiary of Accellent Holdings Corp. (“Accellent”), today announced results for its fiscal second quarter ended June 30, 2010.

“Second quarter revenue increased 2.6% compared to last year, while adjusted EBITDA reached a near record level. As I work through my third month with Accellent, I am encouraged by these results which reflect on going progress in our selling efforts and improvements in end market economic conditions,” said Donald Spence, President and CEO of Accellent.

Second Quarter 2010 Financial Results

Net sales increased 2.6% to $127.1 million in the second quarter of 2010 compared with $123.9 million in the second quarter of 2009. Income from operations was $18.8 million in the second quarter of 2010, compared to $16.4 million in the second quarter of 2009. Net income was $1.8 million in the second quarter of 2010, compared with a net loss of $1.2 million in the second quarter of 2009.

Adjusted EBITDA for the second quarter of 2010 was $28.9 million, or 22.7% of net sales, compared to Adjusted EBITDA of $29.1 million, or 23.5% of net sales, in the second quarter of 2009.

Six Months Ended June 30, 2010 Financial Results

Net sales were $249.8 million in the first six months of 2010, compared with $250.3 million in the first six months of 2009. Income from operations was $33.4 million in the first six months of 2010 compared with $31.8 million in the first six months of 2009. Net loss was $6.0 million in the first six months of 2010 compared with a net loss of $0.6 million in the first six months of 2009. Our net loss in the first six months of 2010 includes $6.0 million of costs associated with the refinancing of the company’s term loan in January 2010.

Adjusted EBITDA for the first six months of 2010 was $53.6 million or 21.5% of net sales compared to adjusted EBITDA of $55.9 million, or 22.3% of net sales, in the first six months of 2009.

Reconciliations of non-GAAP financial measures to GAAP financial measures are provided in the financial information accompanying this press release.

Conference Call

Donald Spence, President and Chief Executive Officer and Jeremy Friedman, Executive Vice President and Chief Financial Officer will discuss second quarter 2010 results in a conference call scheduled for today, August 5, 2010 at 5:00 p.m. Eastern Time. The teleconference can be accessed live on the Internet through the Investor Relations section of the Accellent website at www.accellent.com or by calling (800) 901-5231, pass code 37697398. Please dial in or visit the website 10 to 15 minutes prior to the beginning of the call to download and install any necessary audio software. A replay of the conference call will be available via www.accellent.com or by telephone at (888) 286-8010 pass code 90699178 beginning August 5, 2010 at 6:00 p.m. through September 12, 2010.

About Accellent

Accellent provides fully integrated outsourced manufacturing and engineering services to the medical device industry in the cardiology, endoscopy and orthopaedic markets. Accellent has broad capabilities in design and engineering services, precision component fabrication, finished device assembly and complete supply chain management solutions. These capabilities enhance our customers’ speed to market and their return on investment by allowing them to focus their internal resources more efficiently. For more information, please visit www.accellent.com.

Forward-Looking Statements

This press 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 Act of 1934, as amended. All statements included herein, other than statements of historical fact, may constitute forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in the risk factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the Securities and Exchange Commission on March 31, 2010. All forward-looking statements are expressly qualified in their entirety by such risk factors.

Accellent Inc.

Condensed Consolidated Statements of Operations

(in thousands)

(unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2009			June 30, 2010			June 30, 2009			June 30, 2010
Net sales	$	123,909		$	127,097		$	250,258		$	249,777
Cost of sales (exclusive of amortization)		88,997			89,769			180,461			180,175
Gross profit		34,912			37,328			69,797			69,602
Operating expenses:
Selling, general and administrative expenses		12,581			14,101			26,296			27,352
Research and development expenses		697			678			1,377			1,356
Restructuring charges		1,145			—			2,481			—
Amortization of intangible assets		3,735			3,735			7,470			7,470
Loss (gain) on disposal of property and equipment		315			(13	)		355			(13	)
Total operating expenses		18,473			18,501			37,979			36,165
Income from operations		16,439			18,827			31,818			33,437
Interest expense, net		(14,281	)		(18,859	)		(29,284	)		(36,283	)
Loss on debt extinguishment		—			(215	)		—			(6,005	)
Other (expense) income, net		(2,067	)		3,229			(1,111	)		5,495
Income (loss) before income taxes		91			2,982			1,423			(3,356	)
Provision for income taxes		1,323			1,193			2,046			2,674
Net (loss) income	$	(1,232	)	$	1,789		$	(623	)	$	(6,030	)

Accellent Inc.

Reconciliation of Net (Loss) Income to EBITDA to Adjusted EBITDA

(in thousands)

(unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2009			June 30, 2010			June 30, 2009			June 30, 2010
Net (loss) income	$	(1,232	)	$	1,789		$	(623	)	$	(6,030	)
Interest expense, net		14,281			18,859			29,284			36,283
Provision for income taxes		1,323			1,193			2,046			2,674
Depreciation and amortization		9,253			9,283			18,356			18,629
EBITDA (1)		23,625			31,124			49,063			51,556
Restructuring charges		1,145			—			2,481			—
Stock-based compensation – employees		516			229			604			244
Stock-based compensation - non-employees		18			23			48			45
Employee severance and relocation		235			209			667			515
Currency translation loss (gain)		1,671			(1,848	)		567			(3,149	)
Change in fair value of derivative instruments		408			(1,377	)		593			(2,286	)
Loss (gain) on disposal of property and equipment		315			(13	)		355			(13	)
Other taxes		—			43			—			85
Plant closure costs		899			1			899			20
Loss on debt extinguishment		—			215			—			6,005
Management fees to stockholder		289			304			579			608
Adjusted EBITDA (1)	$	29,121		$	28,910		$	55,856		$	53,630

Accellent Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)

	December 31, 2009		June 30, 2010
Assets
Current assets:
Cash and cash equivalents	$	33,785	$	34,220
Accounts receivable, net		44,815		54,215
Inventory		55,571		64,338
Prepaid expenses and other current assets		4,008		3,828
Total current assets		138,179		156,601
Property, plant and equipment, net		117,976		116,537
Goodwill		629,854		629,854
Intangible assets, net		179,566		172,096
Deferred financing costs and other assets, net		13,400		17,255
Total assets	$	1,078,975	$	1,092,343
Liabilities and Stockholder’s equity
Current liabilities:
Current portion of long-term debt	$	7	$	6
Accounts payable		23,910		24,631
Accrued expenses and other current liabilities		31,749		47,731
Total current liabilities		55,666		72,368
Long-term debt		684,650		690,842
Other long-term liabilities		32,143		32,474
Total liabilities		772,459		795,684
Stockholder’s equity		306,516		296,659
Total liabilities and stockholder’s equity	$	1,078,975	$	1,092,343

(1) EBITDA and Adjusted EBITDA presented in this press release are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net (loss) income or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity.

EBITDA represents net (loss) income before net interest expense, provision for income taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA further adjusted to give effect to unusual and/or non-cash items, including adjustments for restructuring charges and related plant closure costs, changes in the fair value of derivative instruments, gains and losses resulting from the disposal of property and equipment, currency translation gains and losses, stock compensation charges, severance and relocation costs, certain taxes, loss on debt extinguishment, and management fees.

We believe that the presentation of EBITDA and Adjusted EBITDA is appropriate to provide additional information to investors. We consider it an important supplemental measure of our performance and we believe that both are frequently used by securities analysts, investors and other interested parties in the evaluation of high yield issuers.