<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(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 30,1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE 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 (IRS Employer Identification No.)
of 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 subject to such filing requirements for the past 90 days. Yes X
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 November 8, 1999 20,860,289
shares of the registrant's common stock, par value $.01 per share, were issued
and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes
No X
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of September 30, 1999 and June 30,
1999
Condensed Consolidated Statements of Operations for the three months ended
September 30, 1999 and 1998
Condensed Consolidated Statements of Cash Flows for the three months ended
September 30, 1999 and 1998
Notes to the Condensed Consolidated Financial Statements
ITEM 2. Management's discussion and analysis of financial condition and results
of operations
PART II-OTHER INFORMATION
ITEM 2. Changes in Securities
ITEM 6. Exhibits and Reports on Form 8-K
2
<PAGE>
Memry Corporation & Subsidiaries
Consolidated Balance Sheets
(Unaudited)
September 30, June 30,
1999 1999
-------------- -------------
ASSETS
Current Assets
Cash and cash equivalents $ 570,000 $ 1,191,000
Accounts receivable, less allowance for doubtful
accounts 2,552,000 2,238,000
Inventories (Note B) 3,135,000 3,182,000
Prepaid expenses and other current assets 49,000 21,000
Income tax receivable 89,000 89,000
------------ ------------
Total current assets 6,395,000 6,721,000
------------ ------------
Property, Plant and Equipment 8,683,000 8,007,000
Less accumulated depreciation (2,978,000) (2,691,000)
------------ ------------
5,705,000 5,316,000
------------ ------------
Other Assets
Patents and patent rights, less accumulated
amortization 1,569,000 1,605,000
Goodwill, less accumulated
amortization 4,438,000 4,465,000
Deferred financing costs, less accumulated
amortization 25,000 29,000
Deposits 44,000 46,000
------------ ------------
6,076,000 6,145,000
------------ ------------
Total assets $ 18,176,000 $ 18,182,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 2,954,000 $ 2,662,000
Notes payable 2,726,000 2,571,000
Acquisition liability 1,046,000 1,046,000
Current maturities of capital lease obligations 31,000 39,000
------------ ------------
Total current liabilities 6,757,000 6,318,000
============ ============
Capital lease obligations, less current maturities 36,000 36,000
Notes payable, less current maturities 790,000 862,000
------------ ------------
Total Liabilities 7,583,000 7,216,000
------------ ------------
Stockholders' Equity
Common stock 208,000 208,000
Additional paid-in capital 43,891,000 43,832,000
Accumulated deficit (33,026,000) (32,544,000)
Accumulated other comprehensive loss:
Foreign currency translation adjustment (480,000) (530,000)
------------ ------------
Total stockholders' equity 10,593,000 10,966,000
------------ ------------
Total liabilities and stockholders' equity $ 18,176,000 $ 18,182,000
============ ============
3
<PAGE>
Memry Corporation & Subsidiaries
Consolidated Statements of Operations
For the Three Months Ended September 30, 1999 and 1998
(Unaudited)
1999 1998
Revenues ---------- ----------
Product Sales $4,689,000 $4,825,000
Research and development 202,000 28,000
---------- ----------
4,891,000 4,853,000
Cost of revenues
Manufacturing 3,166,000 2,415,000
Research and development 60,000 39,000
---------- ----------
3,226,000 2,454,000
Gross Profit 1,665,000 2,399,000
Operating expenses
General, selling and administration 1,995,000 1,530,000
Depreciation and amortization 120,000 69,000
---------- ----------
2,115,000 1,599,000
---------- ----------
Operating Income (Loss) (450,000) 800,000
---------- ----------
Other income (expense)
Interest (expense) (64,000) (14,000)
Interest income 1,000 21,000
Other Income 41,000 2,000
---------- ----------
(22,000) 9,000
Income (loss) from operations before income taxes (472,000) 809,000
Provision for income taxes 10,000 112,000
---------- ----------
Net income (Loss) $ (482,000) $ 697,000
========== ==========
Basic Earnings Per Share: $(0.02) $0.03
Diluted Earnings Per Share: $(0.02) $0.03
4
<PAGE>
Memry Corporation & Subsidiaries
Consolidated Statements of Comprehensive Income
For the Three Months Ended September 30, 1999 and 1998
(Unaudited)
Three Months Three Months
Ended Ended
9/30/1999 9/30/1998
========== ==========
Net Income (Loss) $ (482,000) $ 697,000
Other Comprehensive Income (Loss)
Foreign Currency Translation
Adjustments, net of tax 50,000 0
---------- ----------
Comprehensive Income (Loss) ($432,000) $ 697,000
========== ==========
5
<PAGE>
Memry Corporation & Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended September 30, 1999 and 1998
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
----------- ------------
<S> <C> <C>
Cash Flows From Operating Activities
Net Income (Loss) $ (482,000) $ 697,000
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 445,000 195,000
Compensation paid by issuance of common stock 31,000 11,000
Change in operating assets and liabilities:
(Increase) decrease in accounts receivable (324,000) 763,000
Decrease (increase) in inventories 58,000 (381,000)
(Increase) in prepaid expenses and other assets (8,000) (169,000)
Increase (decrease) in accounts payable and accrued expenses 258,000 (1,065,000)
---------- -----------
Net cash provided by (used in) by operating activities (22,000) 51,000
Cash Flows from Investing Activities
Purchases of property, plant and equipment (656,000) (197,000)
---------- -----------
Net cash used in investing activities (656,000) (197,000)
Cash Flows from Financing Activities
Proceeds from issuance of common stock,net 27,000 15,000
Net increase (decrease) in revolving loans payable 147,000 (180,000)
Principal payments on notes payable (83,000) (21,000)
Principal payments on capital lease obligations (8,000) (8,000)
---------- -----------
Net cash provided by (used in) financing activities 83,000 (194,000)
---------- -----------
Effect of foreign currency exchange rate changes on cash and cash equivalents (26,000) -
----------
(Decrease) in cash and cash equivalents (621,000) (340,000)
Cash and cash equivalents, beginning of period 1,191,000 1,189,000
---------- -----------
Cash and cash equivalents, end of period $ 570,000 $ 849,000
========== ===========
</TABLE>
6
<PAGE>
MEMRY CORPORATION & SUBSIDIARIES
NOTES TO CONDENSED 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 principles 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, 1999 are not necessarily
indicative of the results that may be expected for the year ending June 30, 2000
("fiscal 2000"). For further information, refer to the consolidated financial
statements and footnotes thereto included in the Annual Report on Form 10-KSB
for the year ended June 30, 1999 ("fiscal 1999") of Memry Corporation (the
"Company").
Note B. INVENTORIES
Inventories at September 30, 1999 and June 30, 1999, are summarized as follows:
September 30, 1999 June 30, 1999
---------------- -----------
Raw Materials $1,302,000 $ 690,000
Work-in-process 1,265,000 1,789,000
Finished goods 1,169,000 1,304,000
Allowance for slow-moving
and obsolete inventory (601,000) (601,000)
---------- ----------
$3,135,000 $3,182,000
========== ==========
7
<PAGE>
Note C. EARNINGS PER SHARE
Basic earnings (loss) per share amounts are computed by dividing income (loss)
from operations by the weighted-average number of common shares outstanding.
Diluted per share amounts assume exercise of all potential common stock
instruments unless the effect is to reduce the loss or increase the income per
common share from operations.
For the periods presented, there were no items which changed the income (loss)
from operations as presented in the consolidated statements of operations and
the amounts used to compute basic and diluted earnings (loss) per share. The
following is information about the computation of weighted-average shares
utilized in the computation of basic and diluted earnings (loss) per share. For
the period ended September 30, 1999, common stock equivalents have been excluded
from the computation of the net loss per share because inclusion of such
equivalents is antidilutive.
Three Months Three Months
Ended Ended
------------ ------------
Weighted average number of basic shares outstanding 20,855,000 19,951,000
Effect of dilutive securities:
Warrants - 1,062,000
Options - 535,000
------------ ----------
Weighted average number of fully diluted shares
outstanding 20,855,000 21,548,000
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results. Certain statements under this caption may constitute "forward-looking
statements". See Part II - "Other Information".
(a) RESULTS OF OPERATIONS
Three Months Ended September 30, 1999 compared to three months ended September
30,1998
Revenues. Revenues from operations increased 1% to $4,891,000 for the first
three months of fiscal year 2000 from $4,853,000 during the same period in
fiscal 1999. Revenues of Memry Europe, which was purchased in October of 1998,
contributed approximately $350,000 to consolidated revenue in the first three
months of fiscal year 2000, which offset the decline in revenue primarily
attributable to reduced tube sales in the Company's west coast operation. Memry
expects revenues to increase in future quarters.
Costs and Expenses. Manufacturing costs (including costs associated with
research and development revenues) increased to $3,226,000 for the three months
ended September 30, 1999 from $2,454,000 during the same three-month period in
fiscal 1999. Of this increase, approximately $290,000 was attributable to the
additional sales contributed by the Memry Europe acquisition. During the first
quarter, the company's gross margin from sales decreased to 34% in fiscal 2000
from 49% in fiscal 1999. This decrease was primarily due to the reduction in
sales of high margin medical tubes and increased costs attributable to
additional engineering and expenses associated with maintaining and improving
the efficiency and effectiveness of Memry's west coast operation.
General, selling and administrative expenses (excluding amortization) increased
$465,000 or 30%, to $1,995,000 for the first quarter of fiscal 2000, as compared
to $1,530,000 during the same period of fiscal 1999. This increase is primarily
attributable to an increase in staffing in the Company's west coast operation
and increased costs associated with the acquisition of the Company's European
operation. The Company also witnessed a significant increase in non-cash
depreciation and amortization expense due to the acquisition of both Memry
Europe and the assets of Wire Solutions, Inc. The Company's depreciation and
amortization expense increased $51,000, or 74%, to $120,000 in the three months
ended September 30, 1999 versus $69,000 in the three months ended September 30,
1998. Other income during the period decreased to $(22,000) from $9,000 during
fiscal 1999, due primarily to an increase in interest expense attributable to a
higher level of borrowing.
The Company recorded a provision for income taxes of $10,000 for the first three
months of fiscal 2000 relative to a provision for income tax of $112,000 for the
first three months of fiscal 1999 . The reduction in the provision for income
taxes is attributable to the decline in income from operations from $809,000 in
fiscal 1999 to $(472,000) in fiscal 2000.
Net Income/Loss. Primarily as a result of increases in Manufacturing Costs and
General, Selling and Administrative expenses, the Company's net income decreased
by $1,179,000 to a net loss of $(482,000) in the first three months of fiscal
2000 compared to net income of $697,000 for the first three months of fiscal
1999.
(b) LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1999, the Company's cash and cash equivalents balance was
$570,000, a decrease of $621,000 from $1,191,000 at the start of fiscal 2000.
Cash used in operations was $22,000 for the three months ended September 30,
1999. Cash used in investing activities was $656,000, representing funds
invested in property, plant, and equipment. During the three months ended
September 30, 1999 cash provided by financing activities, consisting primarily
of increased bank debt totaled $83,000. Working capital at September 30, 1999
was ($362,000), down from $403,000 at June 30, 1999.
Under the terms of the transaction whereby the Company purchased Memry Europe,
Memry was obligated to pay up to an additional $1,046,000 in cash to the
shareholders of Memry Europe on October 30, 1999, if the value of Memry shares
on such date was below $5.55. On September 16, 1999, the Company signed an
agreement to convert approximately $455,000 of the obligation to a term loan
which matures on June 30, 2000. On October 29, 1999, the Company paid
approximately $258,000 to other former shareholders of Memry Europe. The
Company has reached a verbal agreement with the holder of approximately $333,000
of the obligation to convert the obligation to a combination of common stock and
warrants. There is no assurance that final agreement will be reached with the
holder of this obligation, in which case the Company anticipates making the
payment required out of available funds.
On June 30, 1998, the Company and Webster Bank entered into a Commercial
Revolving Loan, Term Loan, Line of Credit and Security Agreement and related
financing documents and agreements (the "Webster Facility"). Upon entering into
the Webster Facility, the Company paid off all amounts outstanding under its
prior credit facility with First Union National Bank. The Webster Facility
includes a revolving loan, an equipment loan line of credit and a $500,000 term
loan. The term loan is to be repaid in equal monthly installments of principal
over its five-year term. The revolving loan provides for borrowings up to the
lesser of (a) $3,000,000 or (b) an amount equal to the aggregate of (1) 80%
9
<PAGE>
of eligible accounts receivable and (2) the lesser of $1,000,000 or 35% of
eligible inventory. The revolving loan requires the payment of a commitment fee
equal to .25% per annum of the daily-unused portion of the revolving loan. The
equipment loan line of credit provides for equipment financing up to the lesser
of $750,000 or 75% of the purchase price for eligible equipment each year
through June 30, 2001. On June 30, 1999, the Company converted $668,000 from the
equipment line of credit into a term loan. The Company has the remaining option
of converting amounts borrowed under the equipment line of credit to term loans
on July 1, 2000 and 2001. At September 30, 1999, an aggregate of approximately
$2,978,000 was outstanding under the Webster Facility. The Webster Facility is
secured by substantially all of the Company's domestic assets.
On November 10, 1999, the Company and Webster Bank reached preliminary agreement
on an amendment to the Webster Facility. Under the terms of the proposed
agreement, the revolving loan will provide for borrowings up to the lesser of
(a) $5,000,000 or (b) an amount equal to the aggregate of (1) 80% of eligible
accounts receivable and (2) the lesser of $1,750,000 or 35% of eligible
inventory. The equipment loan is amended to provide for equipment financing up
to the lesser of $1,250,000 or 75% of the purchase price for eligible equipment
each year through June 30, 2001. A new term loan in the amount of
$1,000,000 will be provided with the understanding that not less than $500,000
of the term loan will be used to finance new machinery and equipment purchases.
The other major provisions of the agreement remain unchanged. There is no
assurance that final agreement will be reached on the amendment.
Interest on the revolving loan and equipment line of credit is variable based on
either LIBOR or the Prime Rate as published in the Wall Street Journal, as
elected by the Company. Interest on the term loan and converted equipment loans
is either fixed, at a rate based on the U.S. Treasury yield, or variable based
on the Prime Rate, as elected by the Company. The Company has the ability to
convert between the different rates from time to time subject to certain
conditions.
In addition, the credit facility contains various restrictive covenants,
including, among others, limitations on encumbrances and additional debt,
prohibition on the payment of dividends or redemption of stock except in
connection with certain existing put rights, restrictions on
management/ownership changes and required compliance with specified financial
ratios.
Memry Europe has a primary banking relationship with KBC Bank and Insurance
Group of Belgium. As of September 30, 1999, an aggregate of approximately
$330,000 was outstanding with KBC in short-term and long-term debt.
The Company has in the past grown through acquisitions (including the
acquisition of Wire Solutions, Memry Europe and Raychem Corporation's nickel
titanium product line). 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 and authorized but unissued common stock to finance any such
acquisitions. The Company does not currently, however, contemplate any
additional material acquisitions for fiscal 2000.
The Company plans to spend between $2.0 and $3.0 million on capital expenditures
during the fiscal year ending June 30, 2000, in order to handle its expected
increased sales volume of SMA and superelastic materials. The Company expects
that it will be able to pay for these expenditures through a combination of cash
flow generated through operations, increased borrowings, and sale of stock.
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
the assembly of all products to be sold to U.S. Surgical Corporation), excluding
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 (provided, however, that assets, revenues, employees, operations and
bank accounts attributable to any entity acquired by the Company shall not be
considered when determining if the Company has satisfied such requirements so
long as such entity (1) was acquired in an arm's length transaction, (2) was not
an affiliate of the Company and was not controlled by an affiliate of the
Company prior to such acquisition, and (3) had been in existence and operating
as a business for at least one year at the time of the acquisition); or (ii) the
Company fails to keep the Registration Statement on Form S-2 that went effective
on January 31, 1997 (the "Registration Statement"), covering the offer and sale
by certain of the Company's shareholders (including CII) of up to 3,550,630
shares (including up to 3,041,963 shares beneficially owned at such time by CII)
of the Company's common stock, 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
Company's Common Stock then owned by CII and underlying warrants then owned by
CII at a price equal to the greater of the then current market price of the
Company's common stock or $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, which was above the market price for the Company's common stock on
November 9, 1999, as the put price per share, the
10
<PAGE>
aggregate put price that would have to be paid by the Company if the put were
exercised would be approximately $4,330,000. To the extent that the current
market value of the Company's common stock exceeds $2.00 per share at any time,
the put price would be greater. 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
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 borrowing facility, its
ability to raise equity capital in the past and what it believes will be
material net profits from operations during the last three quarters of fiscal
2000 will be sufficient to meet the Company's capital requirements during the
remainder of the fiscal year.
YEAR 2000 ISSUE
The "Year 2000 Issue" results from computer programs being written using two
digits, instead of four, to define a given year. Programs running time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000, which could result in disruptions to various activities and operations,
miscalculations and even system failures.
The Company has recently upgraded its internal computer systems such that the
Company believes all of such internal systems are Year 2000 compliant. The
Company has completed (i) formal testing of such new systems, (ii) an
investigation regarding the Year 2000 readiness of its other equipment, and
(iii) inquiry of its suppliers and customers as to whether the Year 2000 Issue
will create substantial risks or disruption.
The Company has completed its investigation and implemented plans to correct
any discrepancies prior to the end of calendar year 1999. As part of the
Company's Year 2000 investigation, the Company has sought confirmations, with
respect to the Year 2000 compliance of the computers, software, and systems of
its suppliers, customers and other third parties. The Company believes, based
upon the foregoing analysis, that the Year 2000 issue will have no material
adverse impact on the Company's financial condition, results of operation, or
future cash flows. If, nonetheless, the Company's suppliers, customers and other
third parties with whom the Company maintains business relations will be unable
to resolve any of their Year 2000 problems in a timely manner, risk to the
Company's financial condition could result. In addition, in the event that the
economy as a whole is materially and adversely effected by widespread
disruptions, or by failures of key infrastructure providers (such as banks and
utilities), it is likely that the Company's financial condition and results of
operations would be materially adversely effected.
EURO CONVERSION
The Company conducts business in multiple currencies, including the currencies
of various European countries in the European Union which began participating in
the single European currency by adopting the Euro as their common currency as of
January 1, 1999. During the period January 1, 1999 to January 1, 2002, the
existing currencies of the member countries will remain legal tender and
customers and vendors of the Company may continue to use these currencies when
conducting business. Currency rates during this period, however, will no longer
be computed from one legacy currency to another but instead will first be
converted into the Euro. The Company continues to evaluate the Euro conversion
and the impact on its business, both strategically and operationally. At this
time, the conversion to the Euro has not had, nor is expected to have, a
material adverse effect on the financial condition or results of operations of
the Company.
PART II - OTHER INFORMATION
The statements in this quarterly report on Form 10-QSB that are not historical
fact constitute "forward-looking statements". Said forward-looking statements
involve risks and uncertainties which may cause the actual results, performance
or achievements of the Company and its subsidiaries to be materially different
from any future results, performance or achievements, express or implied by such
forward-looking statements. These forward-looking statements are identified by
their use of forms of such terms and phrases as "expects", "intends", "goals",
"estimates", "projects", "plans", "anticipates", "should", "future", "believes"
and "scheduled".
The variables which may cause differences include, but are not limited to, the
following: general economic and business conditions; competition; success of
operating initiatives; operating costs; advertising and promotional efforts; the
existence or absence of adverse publicity; changes in business strategy or
development plans; the ability to retain management; availability, terms and
deployment of capital; business abilities and judgement of personnel;
availability of qualified personnel; labor and employee benefit costs;
availability and costs of raw materials and supplies; and changes in, or failure
to comply with, government regulations. Although the Company believes that the
assumptions underlying the forward looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements included in this filing will
prove to be accurate. In light of the significant uncertainties inherent
11
<PAGE>
in the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives and expectations of the Company will be
achieved.
ITEM 2. CHANGES IN SECURITIES
On July 16,1999, the Company sold 18,000 shares of its common stock to Dominion
Financial Group International, LDC ("DFGI"), upon the full exercise by DFGI of
its warrant to purchase 18,000 shares of the Company's common stock at a price
of $1.50 per share (an aggregate purchase price of $27,000). The offer and sale
to DFGI was exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act") pursuant to Section 4(2) of the
Securities Act.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit Number Description of Exhibits
- --------------- --------------------------
27 Financial Data Schedule*
*Filed separately herewith.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by undersigned, thereunto duly
authorized.
Memry Corporation
Date: November 12, 1999 /s/ James G.Binch
- ------------------------ ------------------------
James G. Binch
President, CEO, Treasurer and Chairman
of the Board
Date: November 12, 1999 /s/ Robert P. Belcher
- ------------------------ --------------------------
Robert P. Belcher
Chief Financial Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOUND ON PAGES 3-5 OF THE COMPANY'S FORM 10QSB FOR THE PERIOD-TO-DATE
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 570,000
<SECURITIES> 0
<RECEIVABLES> 2,552,000
<ALLOWANCES> 0
<INVENTORY> 3,135,000
<CURRENT-ASSETS> 6,395,000
<PP&E> 8,683,000
<DEPRECIATION> 2,978,000
<TOTAL-ASSETS> 18,176,000
<CURRENT-LIABILITIES> 6,757,000
<BONDS> 0
0
0
<COMMON> 208,000
<OTHER-SE> 10,385,000
<TOTAL-LIABILITY-AND-EQUITY> 18,176,000
<SALES> 4,689,000
<TOTAL-REVENUES> 4,891,000
<CGS> 3,166,000
<TOTAL-COSTS> 3,226,000
<OTHER-EXPENSES> 2,115,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 64,000
<INCOME-PRETAX> (472,000)
<INCOME-TAX> 10,000
<INCOME-CONTINUING> (482,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (482,000)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
