-----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, Hgyv6geUzcGIZ/xtf8JANoh792ryFj9BMwggLJVeq8lfcj26CTT9CtGDEH06uTzY Rj6YKOnSOtKak/J9mVpoLg== 0001342505-08-000002.txt : 20080325 0001342505-08-000002.hdr.sgml : 20080325 20080325164623 ACCESSION NUMBER: 0001342505-08-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080325 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20080325 DATE AS OF CHANGE: 20080325 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: 08709790 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 a8k.htm 2007 EARNINGS RELEASE a8k.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):  March 25, 2008
 

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 March 25, 2008, Accellent Inc. (the “Company”) issued a press release announcing the results of the Company’s financial results for the quarter and year ended December 31, 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 March 25, 2008, announcing financial results for the quarter and year ended December 31, 2007 (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:  March 25, 2008
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 March 25, 2008, announcing financial results for the quarter and year ended December 31, 2007 (this exhibit is furnished and not filed)


 
 

 

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

Investor Contact:  Jeremy Friedman
Executive Vice President and Chief Financial Officer
978 570 6879
Jeremy.friedman@accellent.com

FOR IMMEDIATE RELEASE

Accellent Inc. Announces Fourth Quarter 2007 Results

Wilmington, MA (March 25, 2008) – Accellent Inc. (the “Company”), a wholly owned subsidiary of Accellent Holdings Corp. (“Accellent”), announced results for the fourth quarter and full year ended December 31, 2007.

“2007 was a transition year,” said Robert Kirby, President and CEO of Accellent.  “We achieved four consecutive quarters of revenue growth, gained company wide alignment to key initiatives to drive improvements in revenue, cost reduction and cash flow while increasing our commitment to work collaboratively with our customers to drive value.”

Fourth Quarter 2007 Financial Results

Net sales increased 12.9% to $121.7 million in the fourth quarter of 2007 compared with $107.8 million in the corresponding period of 2006.  Sales improved sequentially for the fourth consecutive quarter and increased 1.9% during the fourth quarter compared to the third quarter of 2007.

A net loss of $176.9 million was recorded in the fourth quarter of 2007 compared with a net loss of $7.7 million in the corresponding period of 2006.  During the fourth quarter of 2007 we completed our annual goodwill impairment test and recorded an additional goodwill impairment charge of $168.9 million, which amount is reflected in the net loss for that quarter

Adjusted EBITDA for the three months ended December 31, 2007 was $22.5 million or 18.5% of sales compared to Adjusted EBITDA of $21.7 million or 20.1% in the corresponding period of 2006.

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

Twelve Months Ended December 31, 2007 Financial Results

Net sales decreased 0.5% to $471.7 million in 2007 compared with $474.1 million in the prior year.  Sales were negatively impacted approximately $11.1 million due to the previously disclosed ramp-down of a specific product line.

A net loss of $274.9 million was recorded in 2007 compared to a net loss of $18.6 million in the corresponding period of 2006.  The 2007 net loss includes non-cash charges for impairment of goodwill and other intangibles of $251.3 million.  During the first and second quarter of 2007 we recorded impairment charges aggregating $82.4 million related to goodwill and intangible assets as a result of reduced growth expectations in the orthopaedic business.  During the fourth quarter of 2007 we completed our annual goodwill impairment test and recorded an additional goodwill impairment charge of approximately $168.9 million.

Adjusted EBITDA in 2007 was $86.6 million compared to Adjusted EBITDA of $101.7 million in 2006.  Adjusted EBITDA declined due to lower sales volume, lower selling prices, less profitable sales mix and higher manufacturing costs, partially offset by lower selling, general, administrative and research and development expenses.

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

Fourth quarter and full fiscal year 2007 results are preliminary and remain subject to completion of the audit being conducted by the Company’s independent public accountants.


Conference Call

Robert Kirby, President and Chief Executive Officer and Jeremy Friedman, Executive Vice President and Chief Financial Officer will discuss fourth quarter and full year 2007 results in a conference call scheduled for today, March 25, 2008 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 (888) 679-8018 pass code 58982152.  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 37059521 until April 8, 2008.

About Accellent

Accellent Inc. provides fully integrated outsourced manufacturing and engineering services to the medical device industry in the cardiology, endoscopy, drug delivery, neurology and orthopaedic markets.  Accellent has broad capabilities in design and 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 an Exchange Commission on March 14, 2007. 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 December 31,
   
Three Months Ended December 31,
 
   
2007
   
2006
 
 Net sales
  $ 121,720     $ 107,811  
 Cost of sales
    90,922       77,344  
 Gross profit
    30,798       30,467  
 Selling, general and admin expenses
    13,832       11,779  
 Research and development expenses
    632       788  
 Restructuring and other charges
    28       1,556  
 Merger related costs
    (67 )      
 Amortization of intangible assets
    3,735       4,301  
 Impairment of goodwill and other intangible assets
    168,913        
 (Loss) income from operations
    (156,275 )     12,043  
 Interest expense, net
    (17,288 )     (16,572 )
 Other expense
    (856 )     (1,983 )
 Loss before income taxes
    (174,419 )     (6,512 )
 Income tax expense
    2,494       1,164  
 Net loss
  $ (176,913 )   $ (7,676 )

 
 

 


Accellent Inc.
 
Reconciliation of Net Income (Loss) to EBITDA to Adjusted EBITDA
 
(in thousands)
 
(unaudited)
 
   
Three Months
 Ended December 31,
   
Three Months
 Ended December 31,
 
   
2007
   
2006
 
 Net loss
  $ (176,913 )   $ (7,676 )
 Interest expense, net
    17,288       16,572  
 Provision for income taxes
    2,494       1,164  
 Depreciation and amortization
    8,841       8,879  
 EBITDA (1)
  $ (148,290 )   $ 18,939  
                 
 Goodwill and intangible asset impairment charge
    168,913        
 Restructuring and other charges
    (39 )     1,556  
 Stock-based compensation – employees
    (610 )     (1,193 )
 Stock-based compensation – non-employees
    430        
 Severance and relocation
    933        
 Loss on derivative instruments
    282       1,761  
 Other
    853       671  
 Adjusted EBITDA (1)
  $ 22,472     $ 21,734  

 
 

 


Accellent Inc.
 
Consolidated Condensed Statements of Operations
 
(in thousands)
 
(unaudited)
 
   
Year Ended
December 31,
   
Year Ended
December 31,
 
   
2007
   
2006
 
 Net sales
  $ 471,681     $ 474,134  
 Cost of sales
    349,929       337,043  
 Gross profit
    121,752       137,091  
 Selling, general and admin expenses
    52,454       58,458  
 Research and development expenses
    2,565       3,607  
 Restructuring charges
    729       5,008  
 Merger related costs
    (67 )      
 Amortization of intangible assets
    15,506       17,205  
 Impairment of goodwill and other intangible assets
    251,253        
 (Loss) income from operations
    (200,688 )     52,813  
 Interest expense, net
    (67,367 )     (65,338 )
 Other expense
    (1,435 )     (727 )
 Loss before income taxes
    (269,490 )     (13,252 )
 Income tax expense
    5,391       5,307  
 Net loss
  $ (274,881 )   $ (18,559 )

 
 

 


Accellent Inc.
 
Reconciliation of Net Income (Loss) to EBITDA to Adjusted EBITDA
 
(in thousands)
 
(unaudited)
 
   
Year Ended
December 31,
   
Year Ended
December 31,
 
   
2007
   
2006
 
 Net loss
  $ (274,881 )   $ (18,559 )
 Interest expense, net
    67,367       65,338  
 Provision for income taxes
    5,391       5,307  
 Depreciation and amortization
    35,378       34,173  
 EBITDA (1)
  $ (166,745 )   $ 86,259  
                 
 Goodwill and intangible asset impairment charge
    251,253        
 Restructuring and other charges
    662       5,008  
 Stock-based compensation – employees
    (5,522 )     1,138  
 Stock-based compensation – non-employees
    1,951        
 Severance and relocation
    2,160       565  
 Write-off of inventory step-up
          6,422  
 (Loss) Gain on derivative instruments
    346       (79 )
 Other
    2,537       2,348  
 Adjusted EBITDA (1)
  $ 86,642     $ 101,661  

 
 

 


Accellent Inc.
 
 
(In thousands)
 
(unaudited)
 
   
December 31, 2007
   
December 31, 2006
 
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 5,688     $ 2,746  
Accounts Receivable, net
    50,961       49,994  
Inventories
    67,399       57,962  
Prepaid expenses and other
    4,971       4,169  
Total current assets
    129,019       114,871  
Property, plant and equipment, net
    133,045       128,573  
Goodwill
    629,854       847,213  
Intangible assets, net
    209,444       258,904  
Deferred financing costs and other assets
    21,003       24,033  
        Total assets
  $ 1,122,365     $ 1,373,594  
                 
Liabilities and Stockholder’s equity
               
Current liabilities:
               
Current portion of long-term debt
  $ 4,187     $ 4,014  
Accounts payable
    23,571       20,338  
Accrued expenses
    26,268       27,262  
Total current liabilities
    54,026       51,614  
Note payable and long-term debt
    717,014       696,515  
Other long-term liabilities
    39,330       39,205  
       Total liabilities
    810,370       787,334  
Stockholder’s equity
    311,995       586,260  
       Total liabilities and stockholder’s equity
  $ 1,122,365     $ 1,373,594  


 
 

 

(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.
 
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, 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, 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.
 



 
 

 

-----END PRIVACY-ENHANCED MESSAGE-----