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): November 9, 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 November 9, 2010, Accellent Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 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 November 9, 2010, announcing financial results for the quarter ended September 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: November 9, 2010	ACCELLENT INC.
	By:	/s/    Jeremy A. Friedman
		Name: Jeremy A. Friedman Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated November 9, 2010, announcing financial results for the quarter ended September 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 Third Quarter 2010 Results

Wilmington, MA (November 9, 2010) – Accellent Inc. (the “Company”), a wholly owned subsidiary of Accellent Holdings Corp. (“Accellent”), today announced results for its fiscal third quarter ended September 30, 2010.

“Third quarter revenue increased 6.2% compared to last year’s third quarter driven by on-going improvements in our selling efforts coupled with moderately improved market conditions compared to last year. Our top line results reflect both these sales process improvements as well as sustainable operating improvements that are necessary to ensure continued revenue growth,” said Donald Spence, President and CEO of Accellent.

Third Quarter 2010 Financial Results

Net sales increased 6.2% to $125.0 million in the third quarter of 2010 compared with $117.8 million in the third quarter of 2009. Income from operations was $17.6 million in the third quarter of 2010, compared to $14.3 million in the third quarter of 2009. Net loss was $3.1 million in the third quarter of 2010, compared with a net loss of $0.8 million in the third quarter of 2009.

Adjusted EBITDA for the third quarter of 2010 was $28.0 million, or 22.4% of net sales, compared to Adjusted EBITDA of $28.4 million, or 24.1% of net sales, in the third quarter of 2009.

Nine Months Ended September 30, 2010 Financial Results

Net sales were $374.8 million in the first nine months of 2010, compared with $368.0 million in the first nine months of 2009. Income from operations was $51.0 million in the first nine months of 2010 compared with $46.1 million in the first nine months of 2009. Net loss was $9.1 million in the first nine months of 2010 compared with a net loss of $1.4 million in the first nine months of 2009. Our net loss in the first nine 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 nine months of 2010 was $81.6 million or 21.8% of net sales compared to adjusted EBITDA of $84.2 million, or 22.9% of net sales, in the first nine 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 third quarter 2010 results in a conference call scheduled for today, November 9, 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 (866) 578-5771, pass code 58010282. 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 55862583 beginning November 9, 2010 at 8:00 p.m. through November 16, 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.

Consolidated Condensed Statements of Operations

(in thousands)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2009			September 30, 2010			September 30, 2009			September 30, 2010
Net sales	$	117,768		$	125,041		$	368,026		$	374,818
Cost of sales (exclusive of amortization)		84,387			90,700			264,848			270,874
Gross profit		33,381			34,341			103,178			103,944
Operating expenses:
Selling, general and administrative expenses		11,832			12,371			38,128			39,722
Research and development expenses		676			602			2,053			1,958
Restructuring charges		2,362			—			4,843			—
Amortization of intangible assets		3,735			3,735			11,205			11,205
Loss on disposal of property and equipment		449			26			804			13
Total operating expenses		19,054			16,734			57,033			52,898
Income from operations		14,327			17,607			46,145			51,046
Interest expense, net		(13,881	)		(18,756	)		(43,165	)		(55,039	)
Loss on debt extinguishment		—			—			—			(6,005	)
Other (expense) income, net		(1,251	)		(1,327	)		(2,362	)		4,166
(Loss) income before income taxes		(805	)		(2,476	)		618			(5,832	)
Provision for income taxes		15			607			2,060			3,281
Net loss	$	(820	)	$	(3,083	)	$	(1,442	)	$	(9,113	)

Accellent Inc.

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

(in thousands)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2009			September 30, 2010			September 30, 2009			September 30, 2010
Net loss	$	(820	)	$	(3,083	)	$	(1,442	)	$	(9,113	)
Interest expense, net		13,881			18,756			43,165			55,039
Provision for income taxes		15			607			2,060			3,281
Depreciation and amortization		9,245			9,338			27,601			27,967
EBITDA (1)		22,321			25,618			71,384			77,174
Restructuring charges		2,362			—			4,843			—
Stock-based compensation – employees		225			148			829			392
Stock-based compensation—non-employees		23			23			70			68
Employee severance and relocation		912			410			1,579			924
Currency translation loss (gain)		530			2,602			1,097			(547	)
Change in fair value of derivative instruments		498			(1,226	)		1,091			(3,512	)
Loss on disposal of property and equipment		449			26			804			13
Other taxes		—			68			—			154
Plant closure costs		765			—			1,664			20
Loss on debt extinguishment		—			—			—			6,005
Management fees to stockholder		289			304			868			912
Other		—			24			—			24
Adjusted EBITDA (1)	$	28,374		$	27,997		$	84,229		$	81,627

Accellent Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(unaudited)

	December 31, 2009		September 30, 2010
Assets
Current assets:
Cash and cash equivalents	$	33,785	$	30,457
Accounts receivable, net		44,815		53,957
Inventory		55,571		69,150
Prepaid expenses and other current assets		4,008		3,251
Total current assets		138,179		156,815
Property, plant and equipment, net		117,976		117,635
Goodwill		629,854		629,854
Intangible assets, net		179,566		168,361
Deferred financing costs and other assets, net		13,400		16,741
Total assets	$	1,078,975	$	1,089,406
Liabilities and Stockholder’s equity
Current liabilities:
Current portion of long-term debt	$	7	$	4
Accounts payable		23,910		24,062
Accrued expenses and other current liabilities		31,749		44,486
Total current liabilities		55,666		68,552
Long-term debt		684,650		691,037
Other long-term liabilities		32,143		32,059
Total liabilities		772,459		791,648
Stockholder’s equity		306,516		297,758
Total liabilities and stockholder’s equity	$	1,078,975	$	1,089,406

(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 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 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.