U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-14068
Memry Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
06-1084424 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 3 Berkshire Blvd., Bethel, Connecticut |
06801 | |
| (Address of principal executive offices) |
(Zip Code) |
(203) 739-1100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of May 9, 2003, 25,525,295 shares of the registrant’s common stock, par value $.01 per share, were issued and outstanding.
2
PART I — FINANCIAL INFORMATION
Memry Corporation & Subsidiaries
Consolidated Balance Sheets
| March 31, 2003 |
June 30, 2002 |
|||||||
| (Unaudited) |
||||||||
| ASSETS |
||||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ |
5,361,000 |
|
$ |
2,951,000 |
| ||
| Accounts receivable, less allowance for doubtful accounts |
|
5,340,000 |
|
|
5,883,000 |
| ||
| Inventories (Note B) |
|
3,420,000 |
|
|
4,296,000 |
| ||
| Prepaid expenses and other current assets |
|
84,000 |
|
|
25,000 |
| ||
| Income tax receivable |
|
66,000 |
|
|
— |
| ||
| Deferred tax asset |
|
1,279,000 |
|
|
— |
| ||
| Total current assets |
|
15,550,000 |
|
|
13,155,000 |
| ||
| Property, Plant, and Equipment |
|
13,524,000 |
|
|
12,406,000 |
| ||
| Less accumulated depreciation |
|
(7,399,000 |
) |
|
(6,068,000 |
) | ||
|
|
6,125,000 |
|
|
6,338,000 |
| |||
| Other Assets |
||||||||
| Patents and patent rights, less accumulated amortization |
|
1,100,000 |
|
|
1,200,000 |
| ||
| Goodwill |
|
1,038,000 |
|
|
1,038,000 |
| ||
| Deferred financing costs, less accumulated amortization |
|
9,000 |
|
|
19,000 |
| ||
| Note receivable – related party (Note C) |
|
110,000 |
|
|
110,000 |
| ||
| Deferred tax asset |
|
5,598,000 |
|
|
— |
| ||
| Deposits and other |
|
243,000 |
|
|
328,000 |
| ||
|
|
8,098,000 |
|
|
2,695,000 |
| |||
| $ |
29,773,000 |
|
$ |
22,188,000 |
| |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current Liabilities |
||||||||
| Accounts payable |
$ |
713,000 |
|
$ |
440,000 |
| ||
| Accrued expenses (Note D) |
|
1,815,000 |
|
|
3,106,000 |
| ||
| Notes payable |
|
569,000 |
|
|
716,000 |
| ||
| Current maturities of capital lease obligations |
|
2,000 |
|
|
5,000 |
| ||
| Income tax payable |
|
— |
|
|
9,000 |
| ||
| Total current liabilities |
|
3,099,000 |
|
|
4,276,000 |
| ||
| Notes Payable, less current maturities |
|
1,112,000 |
|
|
1,292,000 |
| ||
| Stockholders’ Equity |
||||||||
| Common stock |
|
255,000 |
|
|
253,000 |
| ||
| Additional paid-in capital |
|
48,856,000 |
|
|
48,708,000 |
| ||
| Accumulated deficit |
|
(23,549,000 |
) |
|
(32,341,000 |
) | ||
| Total stockholders’ equity |
|
25,562,000 |
|
|
16,620,000 |
| ||
| $ |
29,773,000 |
|
$ |
22,188,000 |
| |||
See Notes to Consolidated Financial Statements
3
Memry Corporation & Subsidiaries
Consolidated Statements of Income
For the Three Months Ended March 31, 2003 and 2002
(Unaudited)
| 2003 |
2002 |
|||||||
| Revenues |
||||||||
| Product Sales |
$ |
8,251,000 |
|
$ |
7,283,000 |
| ||
| Research and development |
|
209,000 |
|
|
236,000 |
| ||
|
|
8,460,000 |
|
|
7,519,000 |
| |||
| Cost of Revenues |
||||||||
| Manufacturing |
|
5,567,000 |
|
|
4,562,000 |
| ||
| Research and development |
|
167,000 |
|
|
226,000 |
| ||
|
|
5,734,000 |
|
|
4,788,000 |
| |||
| Gross profit |
|
2,726,000 |
|
|
2,731,000 |
| ||
| Operating Expenses |
||||||||
| General, selling and administration |
|
2,182,000 |
|
|
2,389,000 |
| ||
| Depreciation and amortization |
|
87,000 |
|
|
78,000 |
| ||
|
|
2,269,000 |
|
|
2,467,000 |
| |||
| Operating Income |
|
457,000 |
|
|
264,000 |
| ||
| Other income (expense) |
||||||||
| Interest expense |
|
(30,000 |
) |
|
(35,000 |
) | ||
| Interest income |
|
16,000 |
|
|
6,000 |
| ||
|
|
(14,000 |
) |
|
(29,000 |
) | |||
| Income before income taxes |
|
443,000 |
|
|
235,000 |
| ||
| Provision (benefit) for income taxes (Note F) |
|
166,000 |
|
|
(8,000 |
) | ||
| Net Income |
$ |
277,000 |
|
$ |
243,000 |
| ||
| Basic Earnings Per Share: |
$ |
0.01 |
|
$ |
0.01 |
| ||
| Diluted Earnings Per Share: |
$ |
0.01 |
|
$ |
0.01 |
| ||
See Notes to Consolidated Financial Statements
4
Memry Corporation & Subsidiaries
Consolidated Statements of Income
For the Nine Months Ended March 31, 2003 and 2002
(Unaudited)
| 2003 |
2002 |
|||||||
| Revenues |
||||||||
| Product Sales |
$ |
26,158,000 |
|
$ |
22,945,000 |
| ||
| Research and development |
|
594,000 |
|
|
772,000 |
| ||
|
|
26,752,000 |
|
|
23,717,000 |
| |||
| Cost of Revenues |
||||||||
| Manufacturing |
|
17,241,000 |
|
|
12,436,000 |
| ||
| Research and development |
|
371,000 |
|
|
496,000 |
| ||
|
|
17,612,000 |
|
|
12,932,000 |
| |||
| Gross profit |
|
9,140,000 |
|
|
10,785,000 |
| ||
| Operating Expenses |
||||||||
| General, selling and administration |
|
6,806,000 |
|
|
7,413,000 |
| ||
| Depreciation and amortization |
|
242,000 |
|
|
242,000 |
| ||
| Gain on disposal of assets |
|
(12,000 |
) |
|
— |
| ||
|
|
7,036,000 |
|
|
7,655,000 |
| |||
| Operating Income |
|
2,104,000 |
|
|||||