-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AXgLpCf0SK0Bru4FT4KBKm9LxXvQ5yG+PW0SkNRyrFYLTRcqR4dMoxIZsnv/QkO+ YwhcsGlNRYwAkdYjdH65wQ== 0001342505-07-000004.txt : 20070801 0001342505-07-000004.hdr.sgml : 20070801 20070801154956 ACCESSION NUMBER: 0001342505-07-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070630 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070801 DATE AS OF CHANGE: 20070801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELLENT INC CENTRAL INDEX KEY: 0001342505 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-130470 FILM NUMBER: 071016144 BUSINESS ADDRESS: STREET 1: 200 WEST 7TH AVE CITY: COLLEGEVILL STATE: PA ZIP: 19426 BUSINESS PHONE: 866-899-1392 MAIL ADDRESS: STREET 1: 200 WEST 7TH AVE CITY: COLLEGEVILL STATE: PA ZIP: 19426 8-K 1 a8-k.htm 8-K RESULTS OF OPERATIONS a8-k.htm
 



 
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 1, 2007
 

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):

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

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

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

o                 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 1, 2007, Accellent Inc. (the “Company”) issued a press release announcing the results of the Company’s financial results for the quarter and six months ended ended June 30, 2007. 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 1, 2007, announcing second quarter 2007 financial results (this exhibit is furnished and not filed)


2


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 1, 2007
ACCELLENT INC.
     
 
By:
/s/ Alan L. Bortnick
   
Name:  Alan L. Bortnick
Title:  Vice President of Finance
     


3


EXHIBIT INDEX

Exhibit No.                            Description
99.1
Press release, dated August 1, 2007, announcing second quarter 2007 financial results (this exhibit is furnished and not filed)
 

 
4

EX-99.1 CHARTER 2 ex99-1.htm PRESS RELEASE ex99-1.htm
 


Exhibit 99.1
Investor Contact: Alan Bortnick                     
Vice President - Finance
(978) 570-6867
alan.bortnick@accellent.com

For Immediate Release

Accellent Inc. Reports Second Quarter 2007 Financial Results

Wilmington, MA. (August 1, 2007)– Accellent Inc. (the “Company”), a wholly owned subsidiary of Accellent Holdings Corp. (“Accellent”), announced that for the second quarter ended June 30, 2007, net sales decreased 4.5% to $119.1 million compared with $124.7 million in the corresponding period of 2006.  The previously disclosed ramp-down of a specific product line reduced sales approximately 3.4%, and challenging orthopaedic end market conditions reduced sales approximately 3.4%.  These decreases were partially offset by increased net sales from certain endoscopy customers.  Net sales improved sequentially by 6.8% during the second quarter of 2007 compared to the first quarter of 2007.

The net loss for the second quarter of 2007 was $4.1 million compared to net income of $2.2 million in the corresponding period of 2006.  The decrease in net income was primarily a result of reduced gross margin due to lower sales volumes, less favorable product mix and higher manufacturing costs.  The second quarter 2007 net loss includes a non-cash charge for impairment of goodwill and other intangible assets of $1.3 million to adjust the impairment charge taken in the first quarter of 2007 to the final determined amount and a non-cash charge of $0.6 million for stock-based compensation to non-employees.  These charges were more than offset by a $2.9 million credit for employee stock-based compensation and a $1.3 million deferred tax credit recorded in connection with our impairment charge. Net income for the second quarter of 2006 included a charge for employee stock-based compensation of $1.5 million, and a non-cash gain on interest rate hedging instruments of $2.6 million.

Adjusted EBITDA for the three months ended June 30, 2007 was $21.3 million or 17.9% of net sales compared to Adjusted EBITDA of $28.5 million or 22.8% of net sales in the corresponding period of 2006.  Adjusted EBITDA declined due to the same factors impacting our gross margins.

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

First Half Results

Net sales decreased 6.4% to $230.6 million in the first six months of 2007 compared with $246.4 million in the first half of 2006.  The previously disclosed ramp-down of a specific product line reduced sales approximately 4.2%, and challenging orthopaedic end market conditions reduced sales by approximately 3.8%.   These decreases were partially offset by increased net sales from certain endoscopy customers.

The net loss for the first half of 2007 was $89.8 million compared to a net loss in the corresponding period of 2006 of $4.4 million.  The 2007 net loss includes a non-cash charge for impairment of goodwill and other intangible assets of $82.3 million incurred as a result of reduced growth expectations in the orthopaedic business and $1.0 million of non-employee stock-based compensation.  These non-cash charges were partially offset by a credit for employee stock-based compensation of $4.8 million and a $1.3 million deferred tax credit recorded in connection with our impairment charge.  The 2006 net income included non-cash inventory step-up charges of $6.4 million related to the 2005 acquisition of the Company by Kohlberg Kravis Roberts & Co. L.P. and Bain Capital, a $6.1 million gain on derivative instruments and employee stock-based compensation charges of $3.3 million.

Adjusted EBITDA for the first half of 2007 was $43.2 million or 18.7% of net sales compared to Adjusted EBITDA of $54.2 million or 22.0% of net sales in the corresponding period of 2006.  Adjusted EBITDA declined due to lower sales volume, less profitable sales mix, and higher manufacturing costs, partially offset by lower selling, general and administrative expenses.

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


Conference Call

Ken Freeman, Executive Chairman, Alan Bortnick Vice President of Finance and Tim Mathews, Corporate Controller and Chief Accounting Officer will discuss second quarter results in a conference call scheduled for today, August 1, 2007 at 5:00 p.m. Eastern Daylight 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) 800-8651 pass code 13123202.   Please visit the website or dial in 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 27063466.

About Accellent
Accellent Inc. 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 & engineering services, precision component fabrication, finished device assembly and complete supply chain management.  These capabilities enhance customers’ speed to market and return on investment by allowing them to refocus 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 Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on March 13, 2007.  All forward-looking statements are expressly qualified in their entirety by such factors.



2


Accellent Inc.
Consolidated Condensed Statements of Operations
(in thousands)
(unaudited)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2007
   
2006
   
2007
   
2006
 
Net sales
  $
119,081
    $
124,727
    $
230,565
    $
246,408
 
Cost of sales
   
88,756
     
85,196
     
169,103
     
175,545
 
Gross profit
   
30,325
     
39,531
     
61,462
     
70,863
 
Selling, general & administrative expenses
   
11,740
     
16,278
     
24,227
     
33,259
 
Research & development expenses
   
611
     
896
     
1,351
     
1,872
 
Restructuring charges
   
36
     
568
     
708
     
2,297
 
Amortization of intangibles
   
3,735
     
4,301
     
8,036
     
8,602
 
Impairment of goodwill and other intangible assets
   
1,287
     
--
     
82,340
     
--
 
Income (loss) from operations
   
12,916
     
17,488
      (55,200 )    
24,833
 
Interest expense, net
    (16,757 )     (16,312 )     (32,914 )     (32,073 )
Gain on derivative instruments
   
142
     
2,646
     
58
     
6,100
 
Other expense
    (115 )     (395 )     (94 )     (421 )
(Loss) income before income taxes
    (3,814 )    
3,427
      (88,150 )     (1,561 )
Income tax expense
   
274
     
1,190
     
1,686
     
2,864
 
Net (loss) income
  $ (4,088 )   $
2,237
    $ (89,836 )   $ (4,425 )

Accellent Inc.
Reconciliation of Net Loss to EBITDA to Adjusted EBITDA
(in thousands)
(unaudited)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2007
   
2006
   
2007
   
2006
 
Net loss
  $ (4,088 )   $
2,237
    $ (89,836 )   $ (4,425 )
                                 
Income tax expense
   
274
     
1,190
     
1,686
     
2,864
 
Interest expense, net
   
16,757
     
16,312
     
32,914
     
32,073
 
Depr. and amortization
   
8,683
     
8,479
     
17,736
     
16,652
 
EBITDA (1)
  $
21,626
    $
28,218
    $ (37,500 )   $
47,164
 
                                 
Impairment of goodwill and other intangibles
   
1,287
     
--
     
82,340
     
--
 
Restructuring charges
   
36
     
568
     
708
     
2,297
 
Employee stock-based compensation
    (2,890 )    
1,547
      (4,761 )    
3,261
 
Inventory step-up
   
--
     
--
     
--
     
6,422
 
Gain on derivative instruments
    (142 )     (2,646 )     (58 )     (6,100 )
Non-employee stock-based compensation
   
567
     
--
     
1,041
     
--
 
Other
   
792
     
806
     
1,389
     
1,155
 
Adjusted EBITDA (1)
  $
21,276
    $
28,493
    $
43,159
    $
54,199
 

 
 (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 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.
 
 
3

 
EBITDA represents net income (loss) before net interest expense, income tax expense, depreciation and amortization.  Adjusted EBITDA is defined as EBITDA further adjusted to give effect to unusual items, non-cash items, the pro forma effect of acquisitions as if they had taken place at the beginning of the periods covered by the covenant calculation and other adjustments, all of which are required in calculating covenant ratios and compliance under the indenture governing our senior subordinated notes and under our senior secured credit facility. For the periods presented, Adjusted EBITDA includes adjustments for: restructuring and other related charges, impairment of goodwill and other intangible assets, gains and losses from derivative instruments, gain on sale of property, non-operating currency transaction losses, certain stock compensation related charges, severance, write-off of inventory step-up, executive relocation, CEO search costs, non-cash consulting expenses and management fees.
 
We believe that the presentation of EBITDA and Adjusted EBITDA is appropriate to provide additional information to investors about the calculation of certain financial covenants in the indenture governing our senior subordinated notes and under our senior secured credit facility.  Adjusted EBITDA is a material component of these covenants.  We also present EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of high yield issuers, many of which present EBITDA when reporting their results.


4


Accellent Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

   
June 30,
2007
   
December 31,
2006
 
Assets
           
Current assets
           
   Cash and cash equivalents
  $
8,381
    $
2,746
 
   Accounts receivable, net
   
51,544
     
49,994
 
   Inventories
   
65,963
     
57,962
 
   Prepaid expenses and other
   
4,255
     
4,169
 
      Total current assets
   
130,143
     
114,871
 
Property and equipment, net
   
130,887
     
128,573
 
Goodwill
   
798,827
     
847,213
 
Intangibles, net
   
216,914
     
258,904
 
Deferred financing costs and other assets
   
25,382
     
24,033
 
   Total assets
  $
1,302,153
    $
1,373,594
 
                 
Liabilities and stockholder’s equity
               
Current liabilities
               
  Current portion of long-term debt
  $
4,010
    $
4,014
 
  Accounts payable
   
24,194
     
20,338
 
  Accrued expenses
   
30,193
     
27,262
 
      Total current liabilities
   
58,397
     
51,614
 
Notes payable and long-term debt
   
710,764
     
696,515
 
Other long-term liabilities
   
35,177
     
39,205
 
    Total liabilities
   
804,338
     
787,334
 
Stockholder’s equity
   
497,815
     
586,260
 
    Total liabilities and stockholder’s equity
  $
1,302,153
    $
1,373,594
 

 
5

 
Accellent Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

   
Six months ended June 30,
 
   
2007
   
2006
 
             
Net cash provided by operating activities
  $
4,544
    $
3,210
 
Cash flows from investing activities:
               
    Purchase of property and equipment
    (11,417 )     (16,233 )
    Other
   
119
     
441
 
Net cash flows used in investing activities
    (11,298 )     (15,792 )
Cash flows from financing activities:
               
    Proceeds from debt
   
34,000
     
17,000
 
    Principal payments on debt
    (20,008 )     (10,047 )
    Deferred financing fees
    (1,657 )     (1,384 )
    Other
   
--
      (89 )
Net cash flows provided by financing activities
   
12,335
     
5,480
 
Effect of exchange rate changes in cash
   
54
     
74
 
Net increase (decrease) in cash
   
5,635
      (7,028 )
Cash at beginning of year
   
2,746
     
8,669
 
Cash at end of period
  $
8,381
    $
1,641
 
                 

 

6


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