-----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, DPcX7VfMcLqemgTfptsHAjtHT03V0JUTkYfJs8xk+KjlCpM/uKbhOQZBypSNzRfK 5sDUkSYgnTDgON2Q3BSCaA== 0001342505-08-000011.txt : 20080515 0001342505-08-000011.hdr.sgml : 20080515 20080515161757 ACCESSION NUMBER: 0001342505-08-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080515 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 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: 08837917 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 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):  May 15, 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 May 15, 2008, Accellent Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2008. 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 May 15, 2008, announcing financial results for the quarter ended March 31, 2008 (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:  May 15, 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 May 15, 2008, announcing financial results for the quarter ended March 31, 2008 (this exhibit is furnished and not filed)


 
 

 

EX-99.1 2 ex99_1.htm PRESS RELEASE ex99_1.htm

Exhibit 99.1
 
Investor Contact:  Jeremy Friedman
Executive Vice President and Chief Financial Officer
978-570-6879
Jeremy.friedman@accellent.com

FOR IMMEDIATE RELEASE

Accellent Inc. Announces First Quarter 2008 Results

Wilmington, MA (May 15, 2008) – Accellent Inc. (the “Company”), a wholly owned subsidiary of Accellent Holdings Corp. (“Accellent”), announced results for the first quarter 2008.

“The first quarter of 2008 marked our fifth consecutive quarter of revenue growth” said Robert Kirby, President and CEO of Accellent.  “Our continued focus to increase value for our customers helped drive this growth.  In addition, we are benefiting from our efforts to reduce costs throughout our organization.”

First Quarter 2008 Financial Results

Net sales increased 15.7% to $129.0 million in the first quarter of 2008 compared with $111.5 million in the corresponding period of 2007.  Sales improved sequentially for the fifth consecutive quarter and increased 6.0% during the first quarter compared to the fourth quarter of 2007.

A net loss of $7.7 million was recorded in the first quarter of 2008 compared with a net loss of $85.7 million in the corresponding period of 2007.  During the first quarter of 2007 we completed a goodwill impairment test resulting in a goodwill impairment charge of $81.1 million, which amount is reflected in the net loss for that quarter.

Adjusted EBITDA for the first quarter of 2008 was $25.1 million, or 19.5% of sales, compared to Adjusted EBITDA of $21.9 million, or 19.6% of sales, in the corresponding period of 2007 and compared to Adjusted EBITDA of $22.5 million, or 18.5% of sales, in the fourth quarter of 2007.

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

Conference Call

Robert Kirby, President and Chief Executive Officer and Jeremy Friedman, Executive Vice President and Chief Financial Officer will discuss first quarter 2008 results in a conference call scheduled for today, May 15, 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) 713-4213 pass code 72701452.  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 83159203 until May 29 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, 2007 filed with the Securities an Exchange Commission on March 31, 2008. 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 March 31,
   
Three Months Ended March 31,
 
   
2008
   
2007
 
Net sales
  $ 128,967     $ 111,483  
Cost of sales  (exclusive of amortization)
    94,817       80,344  
Gross profit
    34,150       31,139  
                 
Selling, general and administrative expenses
    14,502       12,489  
Research and development expenses
    751       740  
Restructuring charges
    1,583       672  
Amortization of intangibles
    3,735       4,301  
Impairment of goodwill and other intangible assets
          81,053  
Income (loss) from operations
    13,579       (68,116 )
                 
Interest expense, net
    (17,047 )     (16,157 )
Other income, (expense), net
    (1,492 )     (63 )
Loss before income taxes
    (4,960 )     (84,336 )
                 
Income tax expense
    (2,752 )     (1,412 )
Net loss
  $ (7,712 )   $ (85,748 )

 
 

 

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

   
Three Months Ended March 31,
   
Three Months Ended March 31,
 
   
2008
   
2007
 
Net loss
  $ (7,712 )   $ (85,748 )
Interest expense, net
    17,047       16,157  
Income tax expense
    2,752       1,412  
Depreciation and amortization
    8,660       9,052  
EBITDA (1)
    20,747       (59,127 )
                 
Goodwill and intangible asset impairment charge
          81,053  
Restructuring and other charges
    1,583       672  
Stock-based compensation – employees
    275       (1,870 )
Stock-based compensation – non-employees
    444       474  
Employee severance and relocation
    335       97  
Loss on derivative instruments
    878       84  
Other
    878       500  
Adjusted EBITDA (1)
  $ 25,140     $ 21,883  

 
 

 

Accellent Inc.
(In thousands)
(unaudited)

   
March 31,
2008
   
December 31,
2007
 
Assets
           
Current assets:
           
Cash and cash equivalents
  $ 7,657     $ 5,688  
Accounts receivable, net
    63,200       50,961  
Inventories
    69,289       67,399  
Prepaid expenses and other current assets
    4,235       4,971  
Total current assets
    144,381       129,019  
Property, plant and equipment, net
    132,251       133,045  
Goodwill
    629,854       629,854  
Intangibles, net
    205,710       209,444  
Deferred financing costs and other assets
    20,080       21,003  
Total assets
  $ 1,132,276     $ 1,122,365  
                 
Liabilities and stockholder’s equity
               
Current liabilities:
               
Current portion of long-term debt
  $ 4,116     $ 4,187  
Accounts payable
    27,383       23,571  
Accrued expenses
    38,960       26,268  
Total current liabilities
    70,459       54,026  
Note payable and long-term debt
    716,153       717,014  
Other long-term liabilities
    40,927       39,330  
Total liabilities
    827,539       810,370  
Stockholder’s equity
    304,737       311,995  
Total liabilities and stockholder’s equity
  $ 1,132,276     $ 1,122,365  

 
 

 

(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 Generally Accepted Accounting Principles in the United States, (“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 provided by 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 or non-cash items and certain 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: impairment charges, restructuring and other related charges, stock-based compensation, severance and relocation costs, gains and losses on derivative instruments, foreign currency gains and losses, and management fees paid to the Company’s principal stockholder, among others.

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.
 
 

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