<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 30, 1998
-------------
Memry Corporation
---------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
----------------
(State or other jurisdiction
of incorporation)
0-14068 06-1084424
---------------------------------------
(Commission (IRS Employer
File Number) Identification No.)
57 Commerce Drive, Brookfield, Connecticut 06804
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 740-7311
----------------
--------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 18
<PAGE>
The Current Report on Form 8-K of Memry Corporation initially filed with the
Securities and Exchange Commission (the "Commission") on November 12, 1998, is
hereby amended by this Form 8-K/A-1 as follows:
ITEM 7 -- FINANCIAL STATEMENTS AND EXHIBITS is hereby restated in its entirety
so as to provide the requisite historical and pro forma financial information of
Advanced Materials and Technologies, N.V., a Belgian corporation ("AMT").
Item 7 -- Financial Statements and Exhibits
(a) Audited and Unaudited Financial Statements of the Business Acquired
-------------------------------------------------------------------
The following financial statements of AMT, acquired on October 30, 1998, by
Memry Holdings, S. A. a Belgian corporation ("Buyer") that is a subsidiary of
Memry Corporation, a Delaware corporation (the "Company"), are filed in this
report:
Report of Statutory Auditor Dated May 25, 1998
Balance Sheet as of December 31, 1997
Statement of Operations for the Year Ended December 31, 1997
Footnotes to the Audited Financial Statements
Unaudited Balance Sheet as of September 30, 1998
Unaudited Statements of Operations for the Nine Months Ended September 30, 1998
and 1997
The reconciliations of income statement and balance sheet amounts to the amounts
that would be presented had the financial statements been prepared under the
accounting principles, practices, and methods generally accepted in the United
States and in Regulation S-X, and the provision of a statement of cash flows,
generally required by Regulation S-X Item 305(c), are not included herein. Such
exclusion is permitted because the the Company's investment in AMT, including
both purchase price and working capital advances, does not exceed 30% of the
Company's net assets.
(b) Unaudited Pro Forma Financial Information
-----------------------------------------
The following unaudited pro forma consolidated financial statements reflecting
the acquisition of AMT on October 30, 1998, by the Buyer, are filed in this
report:
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 1998.
Notes to the Unaudited Pro Forma Consolidated Balance Sheet as of September 30,
1998.
Unaudited Pro Forma Consolidated Statements of Operations for the three months
Ended September 30, 1998.
Notes to the Unaudited Pro Forma Consolidated Statements of Operations for the
three months ended September 30, 1998.
Unaudited Pro Forma Consolidated Statements of Operations for three months
ended June 30, 1998.
Notes to the Unaudited Pro Forma Consolidated Statements of Operations for year
ended June 30, 1998.
Page 2 of 18
<PAGE>
FINANCIAL INFORMATION OF THE BUSINESS ACQUIRED
Report of the Statutory Auditor
For the Year Ended December 31, 1997
To the Shareholders' of Advanced Materials and Technologies, N.V.
In accordance with legal and statutory requirements we are pleased to report to
you on the performance of the audit mandate which you have entrusted to us.
We have audited the financial statements for the year ended December 31, 1997,
which have been prepared under the responsibility of the Board of directors and
which show a balance sheet total of $1,700,000 and a loss for the year of
$560,000. We have also carried out the specific additional audit procedures
required by law.
Unqualified audit opinion on the financial statements
We conducted our audit in accordance with the auditing standards of the "Belgian
Institute of Registered Auditors". Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, taking into account the legal and
regulatory requirements applicable to financial statements in Belgium.
In accourdance with those standards, we considered the Company's administrative
and accounting organization, as well as its internal control procedures.
Company officials have responded clearly to our requests for information and
explanations. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing accounting principles used and significant accounting estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, taking into account the applicable legal and regulatory
requirements, the financial statements give a true and fair view of the
Company's assets, liabilities and financial position as of December 31, 1997 and
the results of its operations for the year then ended, and the information given
in the notes to the financial statements is adequate.
Additional certifications
We supplement our report with the following certifications, which do not modify
our audit opinion on the financial statements:
. The director's report contains the information required by law and is
consistent with the financial statements.
. Without prejudice to certain formal aspects of minor importance, the
accounting records are maintained and the financial statements have been
prepared in accourdance with the legal and regulatory requirements in
Belgium.
. No transactions have been undertaken or decisions taken in violation of the
Company's statutes or company law which we would have to report to you. The
appropriation of results proposed to the general meeting complies with the
legal and statutory provisions.
Berchem (Antwerpen) May 25, 1998
/s/ C.V. BOEYE GEDDES VAN GULCK & Co
Statutory Auditor represented by J.F. BOEYE, Registered Auditor.
Page 3 of 18
<PAGE>
FINANCIAL INFORMATION OF THE BUSINESS ACQUIRED
Advanced Materials and Technologies, N.V.
Audited Balance Sheet
As of December 31, 1997
December 31,
1997
----------
ASSETS
Current Assets
Cash and cash equivalents $ 56,000
Accounts receivable, less allowance for doubtful
Accounts 218,000
Note receivable 68,000
Inventories 490,000
Prepaid expenses and other 12,000
----------
Total current assets 844,000
----------
Property, Plant and Equipment, at cost 1,542,000
Less accumulated depreciation (691,000)
----------
851,000
----------
Other Assets
Deposits 5,000
----------
Total assets $1,700,000
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses 373,000
Short-term Debt 434,000
Loan Payable-Term 183,000
Unearned revenue 123,000
----------
Total current liabilities 1,113,000
----------
Capital lease obligations, less current maturities 45,000
----------
Stockholders' Equity
Common stock
shares; shares issued and outstanding 2,216,000
Accumulated deficit (1,674,000)
----------
Total stockholders' equity 542,000
----------
Total liabilities and stockholders' equity $1,700,000
==========
Page 4 of 18
<PAGE>
FINANCIAL INFORMATION OF THE BUSINESS ACQUIRED
Advanced Materials and Technologies, N.V.
Audited Statement of Operations
For the Year Ended December 31, 1997
December 31,
1997
------------
Revenues
Product Sales $ 667,000
------------
Cost of revenues
Manufacturing 389,000
------------
Gross profit 278,000
------------
Operating expenses
General, selling and administration 720,000
Depreciation and amortization 144,000
------------
864,000
------------
Operating loss (586,000)
Other income (expense)
Interest 30,000
Disposition of assets (4,000)
------------
26,000
------------
Net loss $ (560,000)
============
Page 5 of 18
<PAGE>
FINANCIAL INFORMATION OF THE BUSINESS ACQUIRED
Advanced Material Technologies, N.V.
Notes to the Audited Financial Statements
February 11, 1998
Dear Sirs,
Concerning: Annual accounts of December 31, 1997
- -----------
In undertaking the audit on the annual accounts of 1997 and the balance sheet as
of December 31, 1997, we hereby give the following conclusions.
Administrative organization
Because the company has a limited size and organization, the internal control
system is limited. Nevertheless adequate measures are to be taken to ensure
that enough segregation of duties is made, the different transaction cycles are
reliable, the necessary instructions exist so that precise periodic audits are
possible. Because of the limited internal control systems, we have concentrated
our audit on the substantial aspects of the financial statements.
In particular concerning the purchase cycle, we repeat our conclusions of the
previous year. We have concluded that the purchase invoices are not controlled
or approved by the managing director Van Moorlaghem. When the managing director
has to sign the payment orders, the concerning purchase invoices are not joined
with the payment order. The person who receives, registers and pays the invoice
is always the same person. Because of the limited size of the company,
segregation of duties is not easy, but control by the managing director of
purchase invoices is inevitable.
No delivery notes are made. A reconciliation with the purchase invoice cannot
be made and therefore it is possible that a wrong amount of goods is invoiced by
the suppliers. We recommend that a written order mentioning the ordered
quantity and price per quantity is made for each purchase.
The computerized accounting system is not able to make a list of delivery notes
which are not yet invoiced. Therefore it is not possible to get absolute
certainty about the completeness of the outgoing invoices.
Annual accounts of December 31, 1997
The annual accounts closed with a balance sheet total of $1,700,000 and loss for
the year ended December 31, 1997 of $560,000. A review of the annual accounts
was made by your external accountants and the financials have been adjusted with
corrections that we found in our audit. Enclosed you can find a copy of the
balance and income statement. We ask that you inform us of the final decision of
the Board of Directors and deliver the annual report of the Board of Directors.
By performing our audit we came to the following conclusions:
Tangible assets
- ---------------
From the previous year, the new investments are depreciated from the moment of
purchase. The depreciation is calculated from the quarter following the quarter
in which the investment is made. The same depreciation percentages are used as
the preceding financial year. The most notable investments made were in
technical installations for $70,992 (of which $21,628 is leased) and leased
vehicles for $38,540. In total, $35,300 of assets were written down after sale
and disposal.
Financial assets
- ----------------
These consist of paid cash guarantees and are booked against acquisition cost.
Amounts receivable after more than one year
- -------------------------------------------
Page 6 of 18
<PAGE>
The amounts receivable after more than one year concern investment grants of the
European Community (Brite Euram) for $43,036 (calculated against a currency rate
of 1 ECU 38.82 BEF) and the investment grants of the IWT concerning a project
that is performed in cooperation with the "Vlaamee Installing voor Technologiach
Onderzoek" for $24,779.
Stocks and contracts in progress
- --------------------------------
An accurate audit of the inventory has been made even though written
instructions for the audit was not made.
In order to make correct follow-up and control of the inventory possible, we
repeat our recommendation to implement a system of permanent audit of inventory
with historic movements.
No amounts were written off for slow moving inventory. This inventory has no
market value and is therefore not included in the stock valuation. The Krupp
inventory is valued the same way as the previous financial year. The managing
director has informed us that no adjustments need to be made because the stocks
are usable and can be sold against normal market conditions.
The price list that is used for the valuation of stocks is unchanged in
comparison of the previous financial year.
Amounts receivable within one year
- ----------------------------------
The necessary amounts are written off for trade debtors of which there is
uncertainty of payment when due.
The largest part of the turnover is realized with foreign clients. The
invoicing is therefore made in foreign currency. We have concluded in the
previous financial year that the conversion of foreign currency to Begian
Franc's is executed rarely. From this financial year we have concluded that the
exchange rates are adjusted at a regular time basis so that little differences
in exchange rates are booked. The large amount of exchange differences in the
income statement concerns in general the exchange differences of the previous
financial year.
We have concluded that delivery note number 181 is not invoiced as of
December 31, 1997 and is not booked as receivable income. According to your
information it concerns a project which is realized for 80% in 1997 and which
can be invoiced for about $32,270. The profit of the project is not booked in
the financial year 1997.
Capital and reserves
- --------------------
The balance sheet shows a total issued capital of $2,216,000. This means that
more than half of the issued capital is lost so that article 103 of the Company
Act Law is applicable.
The Board of Directors has made a report on December 5, 1997 addressed to the
general meeting of shareholders which has to decide upon the continuation or
liquidation of the company. The Board of Directors proposes in this report to
continue the activities of the company because a large potential of sales will
be realized in the future.
The shareholders have decided during the general meeting of shareholders on
December 23, 1997 to continue the activities of the company. The general
meeting of shareholders has taken note of the plans of the Board of Directors to
seek additional financial funds from the shareholders.
Provisions and deferred taxes
- -----------------------------
No provisions for liabilities and charges need to be booked according to your
information.
Amounts payable after more than one year
- ----------------------------------------
The existing financial contracts are paid according to the contract conditions.
The following new leasing contracts are engaged during the financial year:
ABF ACE Leasing Mercedes 290 E $38,540
Eurolease Quadraline 6,350
Eurolease Uitglosi-oven 15,278
-------
$60,168
=======
Page 7 of 18
<PAGE>
The resignation of director Flach at the general meeting of shareholders on
June 11, 1997 is accepted by the shareholders.
Income statement
- ----------------
The most important trends of the financial year are:
. An increase of turnover with only 9.3% against the previous financial year
(the increase in turnover was 20.4% in the previous financial year). Because
contracts with clients are signed for the next financial year, an important
increase in turnover is budgeted for the next financial year.
. The other operating income, consisting in general of investment grants, is
increased against the previous financial year.
. The net working capital has strongly decreased to a deficit of $269,000 and
the company has a negative cash flow.
Please confirm that the Board of Directors has made no transaction or decisions
since the last general meeting of shareholders for which article 60 of the
Belgian Company Act Law is applicable.
C.V. Boeye Geddes Van Gulck & Co.
Statutory Auditor
J.F. Boeye
Certified Auditor
Page 8 of 18
<PAGE>
FINANCIAL INFORMATION OF THE BUSINESS ACQUIRED
Advanced Materials and Technologies, N.V.
Unaudited Balance Sheet
As of September 30, 1998
September 30,
1998
-------------
ASSETS
Current Assets
Cash and cash equivalents $ 110,000
Accounts receivable, less allowance for doubtful
Accounts 373,000
Note receivable 283,000
Inventories 522,000
Prepaid expenses and other 15,000
-------------
Total current assets 1,303,000
Property, Plant and Equipment, at cost 1,666,000
Less accumulated depreciation (776,000)
-------------
890,000
-------------
Other Assets
Deposits 5,000
-------------
Total assets $ 2,198,000
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses 817,000
Short-term Debt 638,000
Loan Payable-Term 234,000
Unearned revenue 132,000
-------------
Total current liabilities 1,821,000
-------------
Capital lease obligations, less current maturities 57,000
-------------
Stockholders' Equity
Common stock 2,385,000
Accumulated deficit (2,065,000)
-------------
Total stockholders' equity 320,000
-------------
Total liabilities and stockholders' equity $ 2,198,000
=============
Page 9 of 18
<PAGE>
FINANCIAL INFORMATION OF THE BUSINESS ACQUIRED
Advanced Materials and Technologies, N.V.
Unaudited Statements of Operations
For the Nine Months Ended September 30, 1998 and 1997
<TABLE>
<CAPTION>
September 30, September 30,
1998 1997
------------- --------------
<S> <C> <C>
Revenues
Product Sales $ 703,000 $ 463,000
------------ -------------
Cost of revenues
Manufacturing 512,000 235,000
------------ -------------
Gross profit 191,000 228,000
------------ -------------
Operating expenses
General, selling and administration 532,000 486,000
Depreciation and amortization 99,000 108,000
------------ -------------
631,000 594,000
------------ -------------
Operating loss (440,000) (366,000)
Other income (expense)
Interest 49,500 7,000
Disposition of assets (500) (4,000)
------------ -------------
49,000 3,000
------------ -------------
Net loss $ (391,000) $ (363,000)
============ =============
</TABLE>
Page 10 of 18
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated balance sheet of the Company as
of September 30, 1998 is based on the historical unaudited balance sheets of the
Company and AMT as of such date and is presented as if the acquisition of AMT
had occurred on September 30, 1998, rather than October 30, 1998. The unaudited
pro forma consolidated balance sheet gives effect to the AMT acquisition under
the purchase method of accounting and is based upon a preliminary allocation of
the purchase price and the assumptions and adjustments described in the
accompanying notes. The unaudited pro forma consolidated balance sheet should be
read in conjunction with the Company's consolidated financial statements as set
forth in the Company's Form 10-QSB for the quarter ended September 30, 1998 and
the financial statements of AMT appearing elsewhere in this Form 8-K/A-1. The
pro forma information is not necessarily indicative of the financial position
that would have been reported had such events actually occurred on the date
specified, nor is it indicative of the Company's future financial position.
The unaudited pro forma consolidated statement of operations for the three month
period ended September 30, 1998 is based on the historical unaudited
consolidated financial statements of the Company and AMT and is presented as if
the AMT acquisition occurred on June 30, 1997, rather than October 30, 1998. The
unaudited pro forma consolidated statement of operations gives effect to the AMT
acquisition under the purchase method of accounting and is based upon a
preliminary allocation of the purchase price and the assumptions and adjustments
described in the accompanying notes. The unaudited pro forma consolidated
statement of operations should be read in conjunction with the Company's
consolidated financial statements as set forth in the Company's 10-QSB for the
quarter ended September 30, 1996 and the financial statements of AMT appearing
elsewhere in this Form 8-K/A-1. The pro forma information is not necessarily
indicative of the results of operations that would have been reported had such
events actually occurred on the date specified, nor is it indicative of the
Company's future results.
The unaudited pro forma consolidated statement of operations for the fiscal year
ended June 30, 1998 is based on the historical audited consolidated financial
statements of the Company and the unaudited financial statements of AMT, and
is presented as if the AMT acquisition occurred on June 30, 1997, rather than
October 30, 1998. The unaudited pro forma consolidated statement of operations
gives effect to the AMT acquisition under the purchase method of accounting and
is based upon a preliminary allocation of the purchase price and the assumptions
and adjustments described in the accompanying notes. The unaudited pro forma
consolidated statement of operations should be read in conjunction with the
Company's audited consolidated financial statements as set forth in the
Company's Form 10-KSB for the year ended June 30, 1998 and the financial
statements of AMT appearing elsewhere in this Form 8-K/A-1. The pro forma
information is not necessarily indicative of the results of operations that
would have been reported had such events actually occurred on the date
specified, nor is it indicative of the Company's future results.
Page 11 of 18
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Memry Corporation and Subsidiary
Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 1998
<TABLE>
<CAPTION>
Historical AMT Consolidated
September 30, September 30, September
30,
1998 1998 A Adjustments 1998
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 849,000 $ 110,000 B $ (959,000) $ -
Accounts receivable, less allowance for doubtful
accounts 2,811,000 373,000 3,184,000
Note receivable 325,000 283,000 608,000
Inventories 2,717,000 522,000 C (307,000) 2,932,000
Prepaid expenses and other 234,000 15,000 249,000
Assets of discontinued segment, net 264,000 - 264,000
------------- ------------ ------------ -------------
Total current assets 7,200,000 1,303,000 (1,266,000) 7,237,000
------------- ------------ ------------ -------------
Property, Plant and Equipment, at cost 4,790,000 1,666,000 D 305,000 6,761,000
Less accumulated depreciation (2,017,000) (776,000) D 776,000 (2,017,000)
------------- ------------ ------------ -------------
2,773,000 890,000 1,081,000 4,744,000
------------- ------------ ------------ -------------
Other Assets
Patents and patent rights, less accumulated
Amortization 1,700,000 - 1,700,000
Goodwill, less accumulated
Amortization 888,000 - E 3,634,000 4,522,000
Deferred financing costs, less accumulated
Amortization 40,000 - 40,000
Deposits 29,000 5,000 34,000
------------- ------------ ------------ -------------
2,657,000 5,000 3,634,000 6,296,000
------------- ------------ ------------ -------------
Total assets 12,630,000 $ 2,198,000 $ 3,449,000 18,277,000
============= ============ ============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 1,259,000 $ 817,000 $ 2,076,000
Notes payable 100,000 638,000 F $ 232,000 970,000
Contingency Liability - - G 1,046,000 1,046,000
Unearned revenue - 132,000 132,000
Current maturities of capital lease obligations 24,000 - 24,000
------------- ------------ ------------ -------------
Total current liabilities 1,383,000 1,587,000 1,278,000 4,248,000
------------- ------------ ------------ -------------
Capital lease obligations, less current maturities 19,000 57,000 76,000
Note Payable, less current maturities 379,000 234,000 613,000
------------- ------------ ------------ -------------
Total Liabilities 1,781,000 1,878,000 1,278,000 4,937,000
------------- ------------ ------------ -------------
Stockholders' Equity
Common stock, $.01 par value; 30,000,000 authorized
shares; shares issued and outstanding: 200,000 2,385,000 H (2,378,000) 207,000
Sept. 30, 1998 (actual) - 19,961,456;
Sept. 30, 1998 (pro forma) - 20,636,456
Additional paid-in capital 41,147,000 - I 2,356,000 43,503,000
Accumulated deficit (30,498,000) (2,065,000) H 2,193,000 (30,370,000)
------------- ------------ ------------ -------------
Total stockholders' equity 10,849,000 320,000 2,171,000 13,340,000
------------- ------------ ------------ -------------
Total liabilities and stockholders' equity $12,630,000 $ 2,198,000 $ 3,449,000 $18,277,000
============= ============ ============ =============
</TABLE>
Page 12 of 18
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Memry Corporation and Subsidiary
Notes to the Unaudited Pro Forma Balance Sheet
As of September 30, 1998
A. To record the purchase of the AMT acquisition, the Company has preliminarily
allocated the purchase price to the tangible assets and liabilities based
upon estimates of fair market value at September 30, 1998. The AMT purchase
price of approximately $4.60 million (inclusive of $1.04 million in cash,
$2.36 million in stock and $1.19 million in contingency payments and
capitalized fees) includes approximately $3.63 million of goodwill.
B. To recognize the use of available cash to partially fund the acquisition of
AMT.
C. To reflect an adjustment in inventory written off.
D. AMT's Property, Plant and Equipment has been adjusted to reflect the fair
market value as of the closing date of the transaction.
E. To recognize goodwill in excess of the fair market value of the net assets
acquired.
F. To recognize an increase in the Company's working capital line of credit,
such proceeds having been used to partially fund the acquisition of AMT.
G. To recognize a contingent liability associated with the acquisition of AMT.
If on October 30, 1999, the fair market value of the Company's stock is
below $5.55 per share (determined in accordance with the purchase
agreement), then the Company is obligated to pay the product obtained by
multiplying (x) the difference between $5.55 and such fair market value, and
(y) 675,000; provided however, that in no event shall the Company be
obligated to pay more than $1,046,250.
H. To eliminate the capital stock and paid-in-capital as prescribed by the
purchase method of accounting and give effect to the issuance of 675,000
common shares of the Company as described in note I below.
I. To recognize that portion of the purchase price paid for by the Company in
shares of the Company's common stock. As partial consideration of the
purchase of AMT, the Company issued 675,000 shares (par value $0.01) of the
Company's common stock to AMT's shareholders. The value of the stock on the
closing date of the transaction was $3.50 per share.
Page 13 of 18
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Memry Corporation and Subsidiary
Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended September 30, 1998
<TABLE>
<CAPTION>
Historical AMT Consolidated
September 30, September 30, September 30,
------------------------------------------
1998 1998 Adjustments 1998
------------ ----------- -----------------------------------
<S> <C> <C> <C> <C> <C>
Revenues
Product Sales $4,825,000 $ 170,000 $ - $ 4,995,000
Research and development 28,000 - - 28,000
------------ ----------- ---------------- --------------
4,853,000 170,000 - 5,023,000
------------ ----------- ---------------- --------------
Cost of revenues
Manufacturing 2,415,000 168,000 - 2,583,000
Research and development 39,000 - - 39,000
------------ ----------- ---------------- --------------
2,454,000 168,000 - 2,622,000
------------ ----------- ---------------- --------------
Gross profit 2,399,000 2,000 - 2,401,000
------------ ----------- ---------------- --------------
Operating expenses
General, selling and administration 1,521,000 178,000 - 1,699,000
Depreciation and amortization 69,000 34,000 A 51,680 154,680
------------ ----------- ---------------- --------------
1,590,000 212,000 51,680 1,853,680
------------ ----------- ---------------- --------------
Operating income (loss) 809,000 (210,000) (51,680) 547,320
Other income (expense)
Interest Expense - 3,000 - 3,000
Disposition of assets - (1,000) (1,000)
------------ ----------- ---------------- --------------
- 2,000 - 2,000
------------ ----------- ---------------- --------------
Income (loss) before taxes 809,000 (208,000) (51,680) 549,320
Provision for income taxes 112,000 - - 112,000
------------ ----------- ---------------- --------------
Net Income (Loss) $ 697,000 $(208,000) $ (51,680) $437,320
============ =========== ================ ==============
Basic Earnings Per Share From Continuing
Operations $ 0.03 $ 0.02
============ ==============
Diluted Earnings Per Share From Continuing
Operations $ 0.03 $ 0.02
============ ==============
Shares used in Earnings per Share
Calculation:
Basic 19,951,000 B 675,000 20,626,000
============ ================ ==============
Diluted 21,548,000 B 675,000 22,223,000
============ ================ ==============
</TABLE>
Page 14 of 18
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Memry Corporation and Subsidiary
Notes to the Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended September 30, 1998
A. Reflects both an increase in depreciation and amortization due to the write-
up of acquired plant, property and equipment to fair market value and the
depreciation of goodwill resulting from the purchase price exceeding the
fair market value of the net assets acquired.
B. To recognize that portion of the purchase price paid for by the Company in
shares of the Company's common stock. As partial consideration of the
purchase of AMT, the Company issued 675,000 shares (par value $0.01) of the
Company's common stock to AMT's shareholders. The value of the stock on the
closing date of the transaction was $3.50 per share.
Page 15 of 18
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Memry Corporation and Subsidiary
Pro Forma Consolidated Statement of Operations
For the Year Ended June 30, 1998
<TABLE>
<CAPTION>
Historical AMT Adjustments Consolidated
June 30, June 30, June 30, June 30,
------------- ------------- ------------ --------------
1998 1998 1998 1998
------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Revenues
Product Sales $ 18,847,000 $860,000 $ - $ 19,707,000
Research and development 230,000 - - 230,000
------------- ------------- ------------ --------------
19,077,000 860,000 - 19,937,000
------------- ------------- ------------ --------------
Cost of revenues
Manufacturing 9,266,000 464,000 - 9,730,000
Research and development 187,000 - - 187,000
------------- ------------- ------------ --------------
9,453,000 464,000 - 9,917,000
------------- ------------- ------------ --------------
Gross profit 9,624,000 396,000 - 10,020,000
------------- ------------- ------------ --------------
Operating expenses
General, selling and administration 5,835,000 736,000 - 6,571,000
Depreciation and amortization 406,000 137,000 206,720 749,720
------------- ------------- ------------ --------------
6,241,000 873,000 A 206,720 7,320,720
------------- ------------- ------------ --------------
Operating income (loss) 3,383,000 (477,000) (206,720) 2,699,280
Other income (expense)
Interest Expense (163,000) 51,000 - (112,000)
Disposition of assets 16,000 (1,000) - 15,000
------------- ------------- ------------ --------------
(147,000) 50,000 - (97,000)
------------- ------------- ------------ --------------
Income (loss) from continuing operations before
income taxes 3,236,000 (427,000) - 2,602,280
Provision for income taxes 160,000 - - 160,000
------------- ---------- ------------ --------------
Income (loss) from continuing operations $ 3,076,000 $(427,000) $ - $ 2,442,280
============= ========== ============ ==============
Basic Earnings Per Share From Continuing
Operations $ 0.17 $ 0.13
============= ==============
Diluted Earnings Per Share From Continuing
Operations $ 0.15 $ 0.11
============= ==============
Shares used in Earnings per Share Calculation:
Basic 18,103,000 B 675,000 18,778,000
============= ============ ==============
Diluted 20,969,000 B 675,000 21,644,000
============= ============ ==============
</TABLE>
Page 16 of 18
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Memry Corporation and Subsidiary
Notes to the Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended June 30, 1998
A. Reflects both an increase in depreciation and amortization due to the write-
up of acquired plant, property and equipment to fair market value and the
depreciation of goodwill resulting from the purchase price exceeding the
fair market value of the net assets acquired.
B. To recognize that portion of the purchase price paid for by the Company in
shares of the Company's common stock. As partial consideration of the
purchase of AMT, the Company issued 675,000 shares (par value $0.01) of the
Company's common stock to AMT's shareholders. The value of the stock on the
closing date of the transaction was $3.50 per share.
Page 17 of 18
<PAGE>
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: January 14, 1999 By: /s/ Thomas D. Carey
--------------------
Thomas D. Carey
Title: Chief Financial Officer
Page 18 of 18
