-----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, Lfy/P4GWnOn3RpiOnRIn6NDtmtk32iEoxHqftmGlS6sx6V5KEHpjwsjXT4x+oC8X 9mjOMqpU/x8SVdGWEiSEJg== 0001144204-07-059071.txt : 20071108 0001144204-07-059071.hdr.sgml : 20071108 20071108093457 ACCESSION NUMBER: 0001144204-07-059071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071107 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEMRY CORP CENTRAL INDEX KEY: 0000720896 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 061084424 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15971 FILM NUMBER: 071223677 BUSINESS ADDRESS: STREET 1: 3 BERKSHIRE BOULEVARD CITY: BETHEL STATE: CT ZIP: 06801 BUSINESS PHONE: 203-739-1100 MAIL ADDRESS: STREET 1: 3 BERKSHIRE BOULEVARD CITY: BETHEL STATE: CT ZIP: 06801 FORMER COMPANY: FORMER CONFORMED NAME: MEMORY METALS INC DATE OF NAME CHANGE: 19890706 8-K 1 v092892_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 7, 2007

Memry Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-15971	06-1084424
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3 Berkshire Boulevard, Bethel, Connecticut		06801
(Address of principal executive offices)		(Zip Code)

(203) 739-1100

(Registrant’s telephone number, including area code)

N/A

(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 7, 2007, Memry Corporation (“Memry”) announced its financial results for the quarter ended September 30, 2007 by issuing a press release. The press release also announced Memry’s conference call scheduled for November 8, 2007 to discuss these results. The full text of the press release issued in connection with the announcement is attached as Exhibit No. 99.1 to this Current Report on Form 8-K. The press release contains forward-looking statements which involve known and unknown risks, uncertainties or other factors not under Memry’s control which may cause actual results, performance or achievements of Memry to be materially different from the results, performance or other expectations implied by the forward-looking statements. These factors include but are not limited to those detailed in Memry’s Form 10-K for the fiscal year ended June 30, 2007 and other periodic filings with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 - Press Release, dated November 7, 2007, issued by Memry Corporation.

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.


	MEMRY CORPORATION

Date: November 8, 2007	By:	/s/ Richard F. Sowerby
		Richard F. Sowerby
		Chief Financial Officer and Treasurer

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated November 7, 2007, issued by Memry Corporation.

EX-99.1 2 v092892_ex99-1.htm

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Memry Corporation Q1 FY ’08 Revenues

$13.8M; Net Income $424,000 or $0.01

Per Share

Provider Of Nitinol And Polymer Components To The Medical Device

Industry Reports Improved Sequential Results

BETHEL, Conn. -- November 7, 2007 -- Memry Corporation (AMEX: MRY), a leading provider of nitinol and polymer components to the medical device industry, reported today revenues of $13,830,000 for the first quarter of fiscal year 2008 ended September 30, 2007, compared to the same amount of revenues of $13,830,000 in the first quarter of fiscal year 2007. Net income for the first fiscal quarter of 2008 was $424,000, or $0.01 per diluted share, compared with net income of $1,015,000, or $0.03 per diluted share, for the comparable quarter of fiscal 2007. The company reported operating income of $709,000 for the first quarter of fiscal 2008.

Memry Chief Executive Officer Robert Belcher said, “Our first quarter results show that Memry has rebounded from the weakness experienced in the second and third quarters of our last fiscal year. As expected, we have continued to show sequential improvement in this quarter, evidenced by the 5.3% increase in revenue from the fourth quarter of fiscal 2007 and the substantial rise in net income, up from $42,000 reported in the fourth quarter of fiscal 2007. This upward trend has particularly evidenced itself in the rise in margins. This quarter’s 34.9% gross margin marks the highest margin since the first quarter of fiscal 2007.

“Nitinol segment revenues were $9,590,000 during the first quarter, up 1.8% from the comparable quarter last year, and up 3.8% sequentially from $9,241,000 in the fourth quarter of fiscal 2007. The year-over-year increase in revenues was due to higher sales of a newer generation stent component combined with increased sales of our Endocatch product. These increases were partially offset by declining superelastic nitinol tube sales, decreased shipments of nitinol tube-based stent components and contractual price reductions.

“Polymer segment revenues for the first quarter of 2008 were $4,307,000, a slight decrease from the record $4,417,000 reported for the same quarter last year, but up 9.5% sequentially from $3,933,000 in the fourth quarter of fiscal 2007. Revenues were negatively affected by decreased shipments of catheter products to two customers. One of these customers significantly reduced order requirements from a year ago.”

Memry Chief Financial Officer Rick Sowerby said, “Memry continues to be a strong cash generator, reporting an increase in cash and equivalents of $1,140,000 for the first quarter of fiscal year 2008, at $3,541,000 up 47.5% from $2,401,000 at the end of fiscal 2007. We ended the first quarter with cash and cash equivalents exceeding debt by $2.0 million. As a percent of revenues, adjusted EBITDA for the first quarter of fiscal 2008 increased to 12.4% from 10.5% in the fourth quarter of fiscal 2007, another indication of stronger performance on a sequential basis.

“The company also saw operational improvements during the quarter that decreased our inventory balances. Days of on-hand inventory decreased from 65 days at June 30, 2007, to 60 days at September 30, 2007. Days of sales outstanding continued at a healthy 44 days at June 30, 2007,” Sowerby said.

Belcher added, “Our first quarter results confirm that Memry has indeed turned a corner. Our investment strategy is working, as evidenced by higher revenue from experimental and R&D activities, which we believe will lead to valuable new business. On the polymer side, sales from secondary operations have increased significantly. After the encouraging launch of the Putnam Plastics Plus product line, we estimate that secondary operations now contribute about 10% of revenue to our polymer business. We are currently in negotiations to significantly expand our polymer manufacturing facilities to enable us to meet this growing demand. Looking ahead, we expect to continue to introduce new capabilities and advances to current products which will diversify our product mix and place us firmly on the path to continued growth.”

The company will host a conference call with Belcher and senior members of the management team on Thursday, November 8 at 11 a.m. Eastern. The call will cover Memry’s first quarter 2008 financial results. Belcher will open the conference call, followed by a question-and-answer session. To participate in this call, dial (877) 407-8031 any time after 10:55 a.m. Eastern on November 8. International callers should dial (201) 689-8031. While in conference, if callers should experience any difficulty or require operator assistance, they can press the (*) followed by the (0) button. This will call an operator to the line.

A copy of the unaudited financial information and a reconciliation of the Non-GAAP financial measures described above follows.

About Memry Corporation

Memry Corporation provides design, engineering, development and manufacturing services to the medical device and other industries using the company’s proprietary shape memory alloy and polymer extrusion technologies. Medical device products include stent components, catheter components, guidewires, laparoscopic surgical sub-assemblies and orthopedic instruments as well as complex, multi-lumen, multi-layer polymer extrusions used for guidewires, catheters, delivery systems and various other high-end interventional medical devices. Detailed information about Memry Corporation can be found at http://www.memry.com.

An investment profile on Memry may be found at http://www.hawkassociates.com/mryprofile.aspx.

For more information, contact CFO Richard F. Sowerby at (203) 739-1100, e-mail: Richard_Sowerby@Memry.com or Frank Hawkins or Julie Marshall, Hawk Associates, at (305) 451-1888, e-mail: info@hawkassociates.com. Detailed information about Memry Corporation can be found at http://www.memry.com. Copies of Memry Corporation press releases, SEC filings, current price quotes, stock charts and other valuable information for investors may be found at http://www.hawkassociates.com and http://www.americanmicrocaps.com. To receive notification of future Memry news releases, sign up at http://www.hawkassociates.com/email.aspx.

This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the company’s control, which may cause actual results, performance or achievements of the company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the company’s Form 10-K for the fiscal year ended June 30, 2007 and other periodic filings with the Securities and Exchange Commission. In this release, the company refers to EBITDA and Adjusted EBITDA, financial measures that are not recognized under accounting principles generally accepted in the United States of America (GAAP). The company defines EBITDA as earnings before income taxes, interest income (expense), net, depreciation and amortization. The company defines Adjusted EBITDA as EBITDA further adjusted to exclude material non-cash items and items that may be infrequent in occurrence or, in management’s view, not indicative of the company’s continuing operating performance and cash flows. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income, operating income, cash flows from operations or other traditional indications of a company’s operating performance or liquidity that are derived in accordance with GAAP. In addition, the company’s calculations of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures being disclosed by other companies, limiting their usefulness as comparative measures. The company discloses EBITDA and Adjusted EBITDA as each is a commonly referred to financial metric used in the investing community to evaluate the performance of companies in our industry. The company believes that disclosure of EBITDA and Adjusted EBITDA is helpful to those reviewing its performance, as EBITDA and Adjusted EBITDA provide information on the company’s ability to meet debt service, capital expenditure and working capital requirements, and management believes that EBITDA and Adjusted EBITDA are also useful indicators of the company’s operating performance. We present Adjusted EBITDA as a percentage of revenues because management believes it is a useful indicator of the company’s operating performance.

-More-

Memry Corporation and Subsidiaries

Condensed Consolidated Statements of Income

For the Three Months Ended September 30, 2007 and 2006

(Unaudited)

		Three Months Ended September 30,
		2007			2006

Revenues	$	13,830,000		$	13,830,000
Cost of revenues		8,998,000			8,107,000

Gross profit		4,832,000			5,723,000

Operating expenses
Research and development		654,000			493,000
General, selling and administration		3,354,000			3,260,000
Amortization of intangible assets		126,000			126,000
Other		(11,000	)		(17,000	)

		4,123,000			3,862,000

Operating income		709,000			1,861,000

Interest
Expense		(23,000	)		(306,000	)
Income		26,000			92,000

		3,000			(214,000	)

Income before income taxes		712,000			1,647,000
Provision for income taxes		288,000			632,000

Net income	$	424,000		$	1,015,000

Net income per common share
Basic	$	0.01		$	0.03

Diluted	$	0.01		$	0.03

Weighted average common shares used in calculation
Basic		29,862,910			29,112,535

Diluted		29,972,878			29,769,643

Memry Corporation and Subsidiaries

Condensed Segment Data

For the Three Months Ended September 30, 2007 and 2006

(Unaudited)

	Three Months Ended September 30, 2007				Three Months Ended September 30, 2006
		$		% of Revenues		$		% of Revenues
Revenues
Nitinol Products Segment	$	9,590,000		69.3%	$	9,420,000		68.1%
Polymer Products Segment		4,307,000		31.1		4,417,000		32.0
Eliminations		(67,000	)	(0.4)		( 7,000	)	(0.1)

Total	$	13,830,000		100.0%	$	13,830,000		100.0%

Gross Profit
Nitinol Products Segment	$	3,163,000		33.0%	$	3,757,000		39.9%
Polymer Products Segment		1,669,000		38.8%		1,966,000		44.5%

Total	$	4,832,000		34.9%	$	5,723,000		41.4%

Memry Corporation and Subsidiaries

EBITDA and Adjusted EBITDA (Non-GAAP Financial Measures)

For the Three Months Ended September 30, 2007 and 2006

(Unaudited)

	Three Months Ended September 30,
	2007			2006
Revenues	$	13,830,000		$	13,830,000

Net Income	$	424,000		$	1,015,000
Income Taxes		288,000			632,000
Interest (Income) Expense, Net		(3,000	)		214,000
Depreciation (a)		562,000			595,000
Amortization (b)		167,000			167,000

EBITDA		1,438,000			2,623,000

Stock-based Compensation (c)		151,000			175,000
Incremental Litigation and Professional Fees (d)		128,000			90,000

Adjusted EBITDA	$	1,717,000		$	2,888,000

Adjusted EBITDA as a % of Revenues		12.4%			20.9%

a)	Depreciation in the three months ended September 30, 2007 is shown net of the non-cash $106,000 gain on the reversal of an asset retirement obligation (“ARO”).

b)	Amortization excludes the amortization of deferred financing costs, which is included in interest expense, net.

c)	Stock-based compensation represents non-cash items.

d)	Incremental litigation and professional fees are professional fees for litigation defense and the implementation of Sarbanes-Oxley Section 404 compliance.

Memry Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

September 30, 2007 and June 30, 2007

(Unaudited)

	September 30, 2007			June 30, 2007
ASSETS
Current assets
Cash and cash equivalents	$	3,541,000		$	2,401,000
Accounts receivable, net		6,320,000			6,312,000
Inventories		6,068,000			6,230,000
Deferred tax assets		1,537,000			1,537,000
Prepaid expenses and other current assets		321,000			381,000

Total current assets		17,787,000			16,861,000

Property, plant and equipment, net		9,074,000			8,817,000

Other assets
Intangible assets, net		6,333,000			6,500,000
Goodwill		14,146,000			14,146,000
Deferred financing costs, net		79,000			89,000
Deferred tax assets		1,517,000			1,769,000
Investment		409,000			409,000
Deposits and other assets		163,000			155,000

Total other assets		22,647,000			23,068,000

TOTAL ASSETS	$	49,508,000		$	48,746,000

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	5,913,000		$	5,606,000
Notes payable		983,000			970,000
Income tax payable		---			50,000

Total current liabilities		6,896,000			6,626,000

Notes payable, less current maturities		607,000			645,000

Other non-current liabilities		---			125,000

Stockholders’ equity
Common stock		299,000			299,000
Additional paid-in capital		56,622,000			56,471,000
Accumulated deficit		(14,916,000	)		(15,420,000	)
)
Total stockholders’ equity		42,005,000			41,350,000

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	49,508,000		$	48,746,000

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