<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB/A-2
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
-------------------------------------
[ ] 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 small business issuer as specified in its charter)
Delaware 06-1084424
- --------------------------------- --------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
57 Commerce Drive, Brookfield, Connecticut 06804
-----------------------------------------------------
(Address of principal executive offices)
(203) 740-7311
------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
X
subject to such filing requirements for the past 90 days. Yes_____ No __
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date. As of September 30, 1996, 16,657,354
shares of the registrant's common stock, par value $.01 per share, were issued
and outstanding.
Transitional Small Business Disclosure Format (check one):
X
Yes ____ No ____
<PAGE>
This amendment to the Quarterly Report on Form 10-QSB of Memry Corporation
(the "Company") for the fiscal quarter ended September 30, 1996, as amended by
the Company's Form 10-QSB/A-1 (as so amended the "Amended Form 10-QSB") amends
and modifies the Amended Form 10-QSB as follows:
Item 1 of Part I, Financial Statements, is amended (i) by reclassifying
$45,000 of current assets as "prepaid expenses and other," rather than as
"cash and cash equivalents," (ii) by reclassifying $150,000 of income as
$140,000 of "extraordinary item", gain on retirement of debt" and $10,000 of
"gain on disposition of asset", rather than as "revenues -- other," and (iii)
by making conforming changes to other line items.
Item 2 of Part I, Management's Discussion and Analysis or Plan of Operations,
is amended by amending both the section entitled "(A) LIQUIDITY AND CAPITAL
RESOURCES" and the section entitled "(B) RESULTS OF OPERATIONS" to reflect the
modifications to the Company's financial statements described above and to
correct typographical errors.
Item 6 of Part II, Exhibits and Reports on Form 8-K, is amended by referring
to the Amended Financial Data Schedule being filed with this Form 10-QSB/A-2.
The amendments to the previously filed Financial Data Schedule are in
conformity with the revisions to the Company's Financial Statements described
above.
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEMRY CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS - (Unaudited)
September 30, 1996
================================================================================
<TABLE>
<CAPTION>
September 30, June 30,
ASSETS 1996 1996
----------- -----------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 39,000 $ 57,000
Accounts receivable, less allowance for doubtful
accounts Sept 30, 1996 $34,000; June 30, 1996 $29,000 1,365,000 568,000
Inventories 2,059,000 2,044,000
Prepaid expenses and other 96,000 63,000
----------- ----------
Total current assets 3,559,000 2,732,000
----------- ----------
Property,Plant and Equipment, at cost, net 3,770,000 3,881,000
Other Assets
Patents and patent rights, less accumulated amortization
September 30, 1996 $93,000; June 30, 1996 $60,000 1,969,000 2,002,000
Goodwill, less accumulated amortization September 30,
1996 $16,000; June 30, 1996 $0 973,000 989,000
Deferred financing, less accumulated amortization
1996 $7,000; June 30, 1996 $0 139,000 36,000
Deposits 53,000 39,000
----------- ----------
3,134,000 3,066,000
----------- ----------
Total assets $10,463,000 $9,679,000
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $1,915,000 $ 1,733,000
Notes payable 2,295,000 1,698,000
Unearned revenue 150,000 150,000
Current maturities of capital lease obligations 3,000 3,000
----------- -----------
Total current liabilities 4,363,000 3,584,000
----------- -----------
Capital lease obligations, less current maturities 4,000 4,000
Stockholders' Equity
Preferred stock - 36,000
Common stock, $.01 par value; 25,000,000 authorized
shares; 16,657,354 shares issued and outstanding 166,000 130,000
Additional paid-in capital 39,034,000 39,034,000
Accumulted deficit (33,104,000) (33,109,000)
----------- -----------
Total stockholders' equity 6,096,000 6,091,000
----------- -----------
Total liabilities and stockholders' equity $10,463,000 $ 9,679,000
=========== ===========
</TABLE>
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<PAGE>
MEMRY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For Three Months Ended September 30, 1996 and 1995
================================================================================
<TABLE>
<CAPTION>
September 30,
1996 1995
---------- ----------
<S> <C> <C>
Revenues
Product sales $2,511,000 $1,016,000
Research and development 96,000 165,000
---------- ----------
2,607,000 1,181,000
---------- ----------
Cost of revenues
Manufacturing 1,582,000 898,000
Research and development 84,000 137,000
---------- ----------
1,666,000 1,035,000
---------- ----------
Gross profit 941,000 146,000
---------- ----------
Operating expenses
General, selling and administration 840,000 442,000
Depreciation and amortization 176,000 24,000
---------- ----------
1,016,000 466,000
---------- ----------
Operating loss (75,000) (320,000)
Other income (expense)
Gain on disposition of asset 10,000 --
Interest expense (70,000) (55,000)
---------- ----------
(60,000) (55,000)
---------- ----------
Loss before extraordinary item (135,000) (375,000)
Extraordinary item, gain on
retirement of debt 140,000 --
---------- ----------
Net income (loss) $5,000 ($375,000)
========== ==========
Weighted average number of common shares outstanding 14,018,151 8,091,000
========== ==========
-fully diluted 22,978,722 N/A
========== ==========
Income (loss) before extraordinary item ($0.01) ($0.05)
Extraordinary item $0.01 --
---------- ----------
Net income $0.00 ($0.05)
========== ==========
-fully diluted $0.00 N/A
========== ==========
</TABLE>
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<PAGE>
MEMRY CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW-(Unaudited)
For Three Months Ended September 30, 1996 and 1995
================================================================================
<TABLE>
<CAPTION>
For Three Months Ended
September 30,
1996 1995
-------- ----------
<S> <C> <C>
Cash Flows From Operating Activities
Net profit (loss) $ 5,000 ($375,000)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 176,000 24,000
Gain on retirement of debt (140,000) --
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable (797,000) (297,000)
(Increase) decrease in inventories (15,000) (21,000)
(Increase) decrease in prepaid & other (159,000) (4,000)
Increase (decrease) in accounts payable and accrued
expenses 182,000 (830,000)
-------- ----------
Net cash used in operating activities (748,000) (1,503,000)
-------- ----------
Cash Flows From Investing Activities
Purchases of property, plant and equipment (7,000) (3,000)
-------- ----------
Cash Flows From Financing Activities
Proceeds from sale of stock 1,561,000
Stock issue costs (125,000)
Net proceeds from (payments on) notes payable 737,000 (522,000)
-------- ----------
Net cash provided by financing activities 737,000 914,000
-------- ----------
Decrease in cash & cash equivalents (18,000) (592,000)
Cash & Cash Equivalents at the begining of period 57,000 1,145,000
-------- ----------
Cash & cash equivalents -end of period $39,000 $553,000
======== ==========
</TABLE>
-5-
<PAGE>
MEMRY CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principals for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month period ended September 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending June 30,
1997. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-KSB for
the year ended June 30, 1996.
NOTE B. NOTES PAYABLE
On August 9, 1996, the Company entered into a term and revolving loan agreement
with Affiliated Business Credit Corporation ("ABCC"), a commercial financing
subsidiary of Center Financial Corporation, allowing up to $2.635 million of
aggregate borrowings. The term loan is a five year $1.135 million loan, with
principal payable in monthly installments of approximately $19,000. An
additional $135,000 of principal is due (i) on or prior to December 31, 1996 if,
prior to December 31, 1996, the Company raises additional equity (excluding
equity raised to purchase intellectual property, medical patents and other
assets related thereto from Raychem), and (ii) on or before June 30, 1997 if the
Company does not raise such additional equity prior to December 31, 1996. The
entire unpaid balance, if not earlier demanded, is due and payable on July 31,
2001; provided, however, that ABCC has the right to accelerate the loan and
require full payment upon demand. Interest on the term loan accrues at the rate
of prime plus 2.25%. The revolving credit facility provides for borrowings at
the lesser of $1.5 million or the sum of (a) 80% of eligible accounts receivable
plus (b) the lesser of $500,000 or 25% of eligible inventory. Borrowings
pursuant to the revolving loan agreement are due upon demand and bear interest,
payable monthly, at prime plus 2%. The terms with ABCC generally are more
favorable than the terms that the Company's Wright subsidiary had with Fleet
Bank, the Company's prior lender. The loan documents contain standard covenants,
including security interests in substantially all of the Company's consolidated
assets, commitment fees and negative covenants (including restrictions on
dividends and other payments), which the Company does not expect to materially
impact operations. At the August 9, 1996 closing, Wright's debt to Fleet Bank
was repaid with a $140,000, or 16%, discount.
-6-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results.
(a) LIQUIDITY AND CAPITAL RESOURCES
During the first fiscal quarter ended September 30, 1996, the Company was able
to fund operations from cash flow generated through its revolving credit
facility, as described below. The improved ability of the Company to fund its
operations is the combined result of the acquisition of the nickel-titanium
product line and the attainment of the revolving credit facility. The Company
historically satisfied its cash requirements from sales of equity securities and
borrowings. Net cash used in operating activities was $748,000, net cash used
for purchases of property, plant and equipment was $7,000 and net cash provided
by financing activities was $737,000. As a result of the foregoing, at the end
of the first quarter, the Company held cash and cash equivalents of $39,000,
down $18,000 from the start of fiscal 1997. At September 30, 1996 the Company
had negative working capital (current assets less current liabilities) of
$804,000 (down $96,000 from negative working capital of $900,000 at June 30,
1996).
On August 9, 1996, the Company entered into a term and revolving loan agreement
with ABCC, a commercial financing subsidiary of Center Financial Corporation,
allowing up to $2.635 million of aggregate borrowings. The term loan is a five
year $1.135 million loan, with principal payable in monthly installments of
approximately $19,000. An additional $135,000 of principal is due (i) on or
prior to December 31, 1996, if, prior to December 31, 1996, the Company raises
additional equity (excluding equity raised to purchase intellectual property,
medical patents and other assets related thereto from Raychem Corporation
("Raychem")), and (ii) on or before June 30, 1997 if the Company does not raise
such additional equity prior to December 31, 1996. The entire unpaid balance,
if not earlier demanded, is due and payable on July 31, 2001; provided, however,
that ABCC has the right to accelerate the loan and require full payment upon
demand. Interest on the term loan accrues at the rate of prime plus 2.25%. The
revolving credit facility provides for borrowings at the lesser of $1.5 million
or the sum of (a) 80% of eligible accounts receivable plus (b) the lesser of
$500,000 or 25% of eligible inventory. Borrowings pursuant to the revolving
loan agreement are due upon demand and bear interest, payable monthly, at prime
plus 2%. The terms with ABCC generally are more favorable than the terms that
the Company's Wright Machine Corporation subsidiary ("Wright") had with Fleet
Bank, the Company's prior lender. The loan documents contain standard
covenants, including security interests in substantially all of the Company's
consolidated assets, commitment fees and negative covenants (including
restrictions on dividends and other payments), which the Company does not expect
to materially impact operations. At the August 9, 1996 closing, Wright's debt
to Fleet Bank was repaid with a $140,000, or 16% discount.
-7-
<PAGE>
The Company's only currently contemplated material capital expenditure for
fiscal 1997 is the move of the medical assemblies portion of the business
purchased from Raychem from Menlo Park, California to the Company's headquarters
in Brookfield, Connecticut, in the second quarter of fiscal 1997. The Company
anticipates that the cost of such move will be slightly greater than $100,000.
In addition, the Company anticipates making substantial improvements to certain
machinery and equipment located at Memry West (which is part of the Company's
Memry Segment and which manufactures semi-finished materials utilizing shape
memory alloys and, through Raychem, sells such materials into various industrial
electronic, automotive and medical markets) and used to manufacture tinel-lock
product for Raychem. However, as a result of an agreement entered into at the
time of the acquisition of Raychem's nickel-titanium product line (the "Raychem
Acquisition"), it is anticipated that Raychem will bear substantially all the
costs of such improvements.
The Company has in the past grown through acquisitions (including both the
Raychem Acquisition and the Company's earlier acquisition of Wright) and, as
part of its continuing growth strategy, the Company expects to continue to
evaluate and pursue opportunities to acquire other companies, assets and product
lines that either complement or expand the Company's existing businesses. The
Company intends to use available cash from operations, when and if available,
and sales of equity to finance any such acquisitions that may be sought in the
future.
In connection with a December 1994 subordinated debt financing, the Company
granted Connecticut Innovations, Incorporated ("CII"), currently the holder of
both common stock and warrants of the Company, a "put" right if: (i) at any time
before the earlier of June 28, 2006 and the date on which CII ceases to hold at
least 35% of the common stock underlying the convertible securities originally
issued to it, the Company ceases to (a) maintain its corporate headquarters and
all of its product business operations in the State of Connecticut (including,
after January 1, 1997, the assembly of all products to be sold to U.S. Surgical
Corporation, most of which are currently being manufactured at Memry West),
excluding business operations relating to Wright's production of screw machine
products and taper pins and the Company's components and sub-assembly business
acquired from Raychem, (b) base its president and chief executive officer, a
majority of its senior executives, and all of its administrative, financial,
research and development, marketing and customer service staff relating to its
product business (subject to the same inclusions and exclusions as clause (a))
in the State of Connecticut, (c) conduct all of its operations relating to its
product business directly or through subcontractors and through licensed
operations in the State of Connecticut (subject to the same inclusions and
exclusions as clause (a)), and (d) maintain its principal bank accounts with
banks located in the State of Connecticut, excluding all banks associated with
Wright; or (ii) the Company fails (a) to file by October 31, 1996 a registration
statement under the Securities Act of 1933, as amended (the "Registration
Statement"), covering, inter alia, the resale by CII of the shares of the
Company's Common Stock owned by CII and underlying
-8-
<PAGE>
warrants owned by CII (the "Registrable Securities") or to effect such
Registration Statement by January 31, 1997, or (b) to keep the Registration
Statement in effect for an aggregate of 120 days during any rolling twelve month
period during the three years which the Company is required to maintain the
effectiveness of the Registration Statement. Upon CII's exercise of its put,
the Company shall be obligated to purchase from CII all the Registrable
Securities then held by CII at a price equal to the greater of the then current
market price of the Company's common stock of $2.00 per share, less, in either
event, the aggregate amount of unpaid exercise prices of all warrants put to the
Company. Using $2.00 per share as the put price per share, the aggregate put
price that would have to be paid by the Company if the put were exercised would
be approximately $4,085,500. If CII were to have the right to put its
securities and were to choose to exercise that right, it would have a serious
adverse effect on the Company's liquidity and the Company would most likely have
to seek equity financing to be able to meet its obligations to CII. However,
the Company believes that it has the ability to insure that its operations do
not move from Connecticut in a manner that would trigger CII's put, and the
Company filed the Registration Statement on October 31, 1996. The Company
intends to cause the Registration Statement to be maintained in a manner that
would prevent CII's put from being operative.
The Company believes that the combination of its improved borrowing facility,
its ability to raise equity capital in the past and, as a result of the Raychem
Acquisition, revenues from Memry West will be sufficient to meet the Company's
working capital requirements (assuming both that ABCC does not demand immediate
repayment of the term loan and that CII's put rights are not triggered and
exercised (and, as stated above, the Company intends not to cause said put
rights to become exercisable)).
The Company does not expect that there are any contingencies, other than as set
forth above, which would have a material effect on the Company's financial
condition, future operating results and/or liquidity.
(b) RESULTS OF OPERATIONS
REVENUE
- -------
Sales Overview. Overall revenues increased 121%, to $2,607,000 in the first
- ---------------
three months of fiscal 1997 from $1,181,000 during the same period in fiscal
1996. Revenues relating to the Memry Segment were responsible for 100% of the
increase.
Memry Sales. Revenues at the Memry Segment increased 643% to $2,266,000 during
- ------------
the period ended September 30, 1996 as compared with $305,000 during the same
period in fiscal 1996. The significant increase in revenues is entirely due to
the increase in product sales resulting from the acquisition of the nickel-
titanium product line from Raychem. Medical material, parts and component sales
were responsible for 60% of the Memry Segment revenue increase. Research and
development revenues
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<PAGE>
were $96,000 as compared to $165,000, in the periods ended September 30, 1996
and 1995, respectively, decreasing 42%, or $69,000. This decrease is due to
reduced labor hours working on government contracts as a result of efforts being
made to prepare for the medical assemblies unit move from California to the
Connecticut location.
Wright Sales. Wright Machine Segment revenues decreased 61% in the period ended
- -------------
September 30, 1996, from $876,000 to $341,000. The decrease in product sales is
the result of the reduction in order backlog due to Wright's inability to
perform on orders resulting from cash constraints in fiscal 1996.
COSTS AND EXPENSES
- ------------------
Manufacturing Costs Overview. Manufacturing costs increased $684,000 to
- -----------------------------
$1,582,000 in the three months ended September 30, 1996, from $898,000 during
the same three month period in fiscal 1996. This 76% increase is due to the
increased sales volume related to the aforementioned acquisition. Gross margin
increased 25% during the period ended September 30, 1996 to 37%, from a 12%
margin in the same fiscal 1996 period, due to the higher margin sales as a
result of the acquisition of the nickel-titanium product line.
Memry Manufacturing Costs. Memry Segment manufacturing costs increased to
- --------------------------
$1,108,000 from $161,000, or 588%, in the first three months of fiscal years
1996 and 1997, respectively. The $947,000 increase is the result of the
increased sales volume. Gross margins for the three month period ending
September 30, 1996 were 49% from a negative margin of 15% in the same fiscal
1996 period ending September 30, 1995.
Wright Manufacturing Costs. The Wright Segment manufacturing costs decreased
- ---------------------------
37% to $474,000 from $750,000 in the three month periods ending September 30,
1996 and 1995, respectively. The decrease is due to the decrease in sales.
Gross margin decreased from 14% to negative 39% in the same three month fiscal
periods ended September 30, 1995 and 1996, respectively, due primarily to the
reduced sales volume.
Research and Development Costs. Research and development costs decreased 39% to
- -------------------------------
$84,000 in the first quarter of fiscal 1996 as compared with $137,000 in the
same quarter of fiscal 1995. This is directly linked to the revenue decrease of
42%.
General, Selling and Administrative Expense ("GS&A"). Overall GS&A increased
- -----------------------------------------------------
$398,000, or 90%, to $840,000 in the first quarter of fiscal 1996, as compared
to $442,000 during the same period of fiscal 1996. The increase is directly
related to the California facility which accounted for 64% of the increase. The
remaining 26% is related to the Connecticut facility which incurred an increase
of $26,000 in travel expense during the first quarter of fiscal 1996 and to the
absence in
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<PAGE>
the first quarter of 1996 of $86,000 of negotiated supplier discounts taken in
the corresponding quarter of fiscal 1995.
Depreciation and Amortization Expense. Depreciation and amortization expense
- --------------------------------------
increased 633%, or $152,000, primarily as a result of the inventory, patents,
and goodwill purchased as part of the acquisition made of the nickel-titanium
product line. In addition, the Company is amortizing over a five year period
certain debt financing costs.
Other Income/Expense. Interest expense increased $15,000, or 27%, as a result
- --------------------
of the $597,000 increase in notes payable. In addition, the Company sold a fully
depreciated piece of equipment for approximately $10,000, thereby recognizing a
gain of like amount.
Gain on Retirement of Debt. The Company experienced a $140,000 gain as a
- --------------------------
result of discount on the principal loan amount of approximately $858,000
due to Wright's former lender, Fleet Bank. On August 9, 1996, the Company used
a portion of the proceeds of the refinancing described in the second paragraph
of Item 2(a) above to pay Fleet Bank $718,000, thereby extinguishing the
Company's debt to Fleet Bank.
NET PROFIT
- ----------
Overview. Net profit for the first quarter of fiscal 1996 was $5,000, as
- ---------
compared with a net loss of ($375,000) for the first quarter of fiscal 1995, an
improvement of $380,000. The improvement is a result of the increase in
revenues and margins resulting from the acquisition of the nickel-titanium
product line and the discount of $140,000 given by Wright's bank on its
principal debt.
Memry Segment. Memry Segment's profit for the first three months of fiscal 1996
- --------------
was $95,000, as compared with a net loss of $346,000 during the same fiscal 1995
period. The improvement of $439,000 results from the significantly
increased revenues and margins.
Wright Segment. The Wright Segment net loss increased $59,000, or 203%, to a
- ---------------
loss of $88,000 from a loss of $29,000 during the three month periods ended
September 30, 1996 and 1995, respectively. The increase in net loss was reduced
by the $140,000 discount given by Wright's bank. But for said $140,000
extraordinary gain, the Wright Segment would have had a net loss of $228,000,
which would have been an increase of $199,000 (686%) of the prior year's net
loss. The increase in net loss was caused by the 61% decrease in product sales.
-11-
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27. Amended Financial Data Schedule (1)
-----------------------------------
(1) Submitted separately, electronically.
(b) REPORTS ON FORM 8-K
A Form 8-K was filed on July 15, 1996 with respect to disclosure regarding
"Item 2. Acquisition or Disposition of Assets" and Item 7. "Financial Statements
and Exhibits," disclosing the consummation of the June 28, 1996 acquisition of
Raychem Corporation's nickel-titanium product line. On September 13, 1996, the
Company filed a Form 8-K/A containing the following financial statements
relating to such acquisition:
Financial Statements of the business acquired on June 28, 1996 from Raychem
Corporation:
Report of Independent Accountants
Statements of Assets Acquired
Statement of Operations for years ended June 30, 1996 and 1995
Notes to Statements of Assets Acquired and Statements of Operations
Pro Forma Consolidated Statements of Operations reflecting the business
acquired on June 28, 1996 from Raychem Corporation
Pro Forma Consolidated Statement Of Operations (unaudited) for year ended
June 30, 1995
Pro Forma Consolidated Statement of Operations (unaudited) for year ended
June 30, 1996
Notes to Pro Forma Financial Information
-12-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MEMRY CORPORATION
Date: January 30, 1997 By: /s/ James G. Binch
---------------------
James G. Binch
President, CEO, Treasurer and Chairman
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS AMENDED FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM MEMRY CORPORATION'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. THE DATA CONTAINED HEREIN
HAS BEEN AMENDED FROM THAT CONTAINED IN AN EARLIER FINANCIAL DATA SCHEDULE.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 39,000
<SECURITIES> 0
<RECEIVABLES> 1,399,000
<ALLOWANCES> 34,000
<INVENTORY> 2,059,000
<CURRENT-ASSETS> 3,559,000
<PP&E> 5,965,000
<DEPRECIATION> 2,195,000
<TOTAL-ASSETS> 10,463,000
<CURRENT-LIABILITIES> 4,363,000
<BONDS> 0
0
0
<COMMON> 166,000
<OTHER-SE> 5,929,000
<TOTAL-LIABILITY-AND-EQUITY> 10,463,000
<SALES> 2
<TOTAL-REVENUES> 2,607,000
<CGS> 1,582,000
<TOTAL-COSTS> 1,666,000
<OTHER-EXPENSES> 1,016,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 70,000
<INCOME-PRETAX> (135,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (135,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 140,000
<CHANGES> 0
<NET-INCOME> 5,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
