UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

______________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2013

Commission File Number: 333-130470

Accellent Inc.

(Exact name of registrant as specified in its charter)



Maryland		84-1507827
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

100 Fordham Road Wilmington, Massachusetts		01887
(Address of registrant’s principal executive offices)		(Zip code)

(978) 570-6900

Registrant’s Telephone Number, Including Area Code:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

(Note: As a voluntary filer not subject to the filing requirements of Section 13 or 15(d) of the Exchange Act, the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant would have been required to file such reports) as if it were subject to such filing requirements).

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~May~~August 14, 2013, 1,000 shares of the registrant’s common stock were outstanding. The registrant is a wholly-owned subsidiary of Accellent Holdings Corp.

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PART I FINANCIAL INFORMATION	3

ITEM 1. Financial Statements	3
Unaudited Condensed Consolidated Balance Sheets	3
Unaudited Condensed Consolidated Statements of Operations	4
Unaudited Condensed Consolidated Statements of Comprehensive Loss	5
Unaudited Condensed Consolidated Statements of Cash Flows	6
Notes to Unaudited Condensed Consolidated Financial Statements	7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2528

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	3339

ITEM 4. Controls and Procedures	3440

PART II OTHER INFORMATION	3541

ITEM 1. Legal Proceedings	3541

ITEM 1A. Risk Factors	3541

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	3541

ITEM 3. Defaults Upon Senior Securities	3642

ITEM 4. Mine Safety Disclosures	3642

ITEM 5. Other Information	3642

ITEM 6. Exhibits	3642

Signatures	3743

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCELLENT INC.

Unaudited Condensed Consolidated Balance Sheets

As of December 31, 2012 and ~~March 31,~~June 30, 2013

(in thousands, except share and per share data)

December 31,
2012 March 31,
2013
Assets
Current assets:
Cash $ 59,902
$ 54,652
Accounts receivable, net of allowances of $2,106 and $1,966 as of December 31, 2012 and March 31, 2013, respectively 49,403
54,134
Inventory 57,069
59,904
Prepaid expenses and other current assets 10,973
4,123
Total current assets 177,347
172,813
Property, plant and equipment, net 115,869
115,417
Goodwill 619,443
568,443
Other intangible assets, net 134,747
131,012
Deferred financing costs and other assets, net 13,766
13,081
Total assets $ 1,061,172
$ 1,000,766
Liabilities and Stockholders' equity
Current liabilities:
Current portion of long-term debt $ 11
$ 7
Accounts payable 20,044
21,206
Accrued payroll and benefits 6,829
8,879
Accrued interest 19,323
19,020
Accrued expenses and other current liabilities 17,359
15,806
Total current liabilities 63,566
64,918
Long-term debt 713,294
713,382
Other liabilities 39,905
40,135
Total liabilities 816,765
818,435
Stockholders' equity:
Common stock, par value $0.01 per share, 50,000,000 shares authorized; 1,000 shares issued and outstanding at December 31, 2012 and March 31, 2013, respectively —
—
Additional paid-in capital 639,610
639,825
Accumulated other comprehensive loss (2,554 ) (2,776 )
Accumulated deficit (392,649 ) (454,718 )
Total stockholders’ equity 244,407
182,331
Total liabilities and stockholders’ equity $ 1,061,172
$ 1,000,766



	December 31, 2012			June 30, 2013
Assets
Current assets:
Cash	$	59,902		$	60,486
Accounts receivable, net of allowances of $2,106 and $2,241 as of December 31, 2012 and June 30, 2013, respectively	49,403			56,505
Inventory	57,069			60,551
Prepaid expenses and other current assets	10,973			3,388
Total current assets	177,347			180,930
Property, plant and equipment, net	115,869			116,423
Goodwill	619,443			556,315
Other intangible assets, net	134,747			127,277
Deferred financing costs and other assets, net	13,766			12,385
Total assets	$	1,061,172		$	993,330
Liabilities and Stockholders' equity
Current liabilities:
Current portion of long-term debt	$	11		$	7
Accounts payable	20,044			23,766
Accrued payroll and benefits	6,829			9,803
Accrued interest	19,323			19,303
Accrued expenses and other current liabilities	17,359			16,378
Total current liabilities	63,566			69,257
Long-term debt	713,294			713,470
Other liabilities	39,905			40,678
Total liabilities	816,765			823,405
Commitments and contingencies (Note 12)
Stockholders' equity:
Common stock, par value $0.01 per share, 50,000,000 shares authorized; 1,000 shares issued and outstanding at December 31, 2012 and June 30, 2013, respectively	—			—
Additional paid-in capital	639,610			640,010
Accumulated other comprehensive loss	(2,554		)	(2,696		)
Accumulated deficit	(392,649		)	(467,389		)
Total stockholders’ equity	244,407			169,925
Total liabilities and stockholders’ equity	$	1,061,172		$	993,330

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ACCELLENT INC.

Unaudited Condensed Consolidated Statements of Operations

For the three and six months ended ~~March 31,~~June 30, 2012 and 2013

(in thousands)

Three Months Ended
March 31,
2012 March 31,
2013
Net sales $ 124,567
$ 120,798

Cost of sales (exclusive of amortization) 95,106
94,928

Gross profit 29,461
25,870

Operating expenses:
Selling, general and administrative expenses 14,855
14,247

Research and development expenses 473
452

Impairment of goodwill —
51,000

Restructuring expenses 353
(11 )
Gain on disposal of assets (1 ) (44 )
Amortization of intangible assets 3,735
3,735

Total operating expenses 19,415
69,379

Income (loss) from continuing operations 10,046
(43,509 )
Other (expense) income, net:
Interest expense, net (17,242 ) (17,306 )
Other income (expense), net 176
(149 )
Total other (expense) income, net (17,066 ) (17,455 )
Loss from continuing operations before income taxes (7,020 ) (60,964 )
Provision for income taxes 587
1,105

Net loss from continuing operations (7,607 ) (62,069 )
Net income from discontinued operations, net of tax expense of $335 and $0 at March 31, 2012 and March 31, 2013, respectively 621
—

Net loss $ (6,986 ) $ (62,069 )



	Three Months Ended						Six Months Ended
	June 30, 2012			June 30, 2013			June 30, 2012			June 30, 2013
Net sales	$	125,998		$	130,733		$	250,565		$	251,531
Cost of sales (exclusive of amortization)	93,014			95,330			188,120			190,258
Gross profit	32,984			35,403			62,445			61,273
Operating expenses:
Selling, general and administrative expenses	13,814			12,778			28,669			27,025
Research and development expenses	472			547			945			999
Impairment of goodwill	—			12,128			—			63,128
Restructuring expenses	1,485			(170		)	1,838			(181		)
(Gain) loss on disposal of assets	(32		)	736			(33		)	692
Amortization of intangible assets	3,735			3,735			7,470			7,470
Total operating expenses	19,474			29,754			38,889			99,133
Income (loss) from continuing operations	13,510			5,649			23,556			(37,860		)
Other (expense) income, net:
Interest expense, net	(17,258		)	(17,271		)	(34,500		)	(34,577		)
Other expense, net	(858		)	(31		)	(682		)	(180		)
Total other expense, net	(18,116		)	(17,302		)	(35,182		)	(34,757		)
Loss from continuing operations before income taxes	(4,606		)	(11,653		)	(11,626		)	(72,617		)
Provision for income taxes	1,131			1,018			1,718			2,123
Net loss from continuing operations	(5,737		)	(12,671		)	(13,344		)	(74,740		)
Net income from discontinued operations, net of tax of $69 and $404 for the three and six months ended June 30, 2012, respectively, and net of tax of $0 for the three and six months ended June 30, 2013, respectively	129			—			750			—
Net loss	$	(5,608	)	$	(12,671	)	$	(12,594	)	$	(74,740	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ACCELLENT INC.

Unaudited Condensed Consolidated Statements of Comprehensive Loss

For the three and six months ended ~~March 31,~~June 30, 2012 and 2013

(in thousands)

Three Months Ended
March 31,
2012 March 31,
2013
Net loss $ (6,986 ) $ (62,069 )
Other comprehensive income (loss)
Unrealized gain (loss) on available for sale security —
35
Cumulative translation adjustment 554
(257 )
Other comprehensive income (loss) 554
(222 )
Comprehensive loss $ (6,432 ) $ (62,291 )



	Three Months Ended						Six Months Ended
	June 30, 2012			June 30, 2013			June 30, 2012			June 30, 2013
Net loss	$	(5,608	)	$	(12,671	)	$	(12,594	)	$	(74,740	)
Other comprehensive income (loss):
Unrealized gain (loss) on available for sale security	193			(3		)	193			32
Realized gain on available for sale security	—			(242		)	—			(242		)
Cumulative translation adjustment	(540		)	325			14			68
Other comprehensive (loss) income	(347		)	80			207			(142		)
Comprehensive loss	$	(5,955	)	$	(12,591	)	$	(12,387	)	$	(74,882	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ACCELLENT INC.

Unaudited Condensed Consolidated Statements of Cash Flows

For the ~~three~~six months ended ~~March 31,~~June 30, 2012 and 2013

(in thousands)


	Three Months Ended						Six Months Ended
	March 31, 2012			March 31, 2013			June 30, 2012			June 30, 2013
Cash flows from operating activities:
Net loss	$	(6,986	)	$	(62,069	)	$	(12,594	)	$	(74,740	)
Less net income from discontinued operations, net of tax	621			—			750			—
Net loss from continuing operations	(7,607		)	(62,069		)	(13,344		)	(74,740		)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	9,650			8,126			19,488			16,228
Amortization of debt discounts and non-cash interest accrued	756			800			1,533			1,619
Restructuring charges, net of payments	(90		)	—			1,031			—
Impairment of goodwill	—			51,000			—			63,128
Gain on disposal of assets	(1		)	(44		)
(Gain) Loss on disposal of assets							(33		)	692
Gain on sale of securities							—			(242		)
Deferred income tax expense	738			422			1,479			1,104
Non-cash compensation expense	63			245			227			460
Changes in operating assets and liabilities:
Accounts receivable	(6,506		)	(4,920		)	(2,119		)	(7,237		)
Inventory	(4,369		)	(2,987		)	(4,427		)	(3,559		)
Prepaid expenses and other current assets	(792		)	(757		)	(630		)	(684		)
Accounts payable, accrued expenses and other liabilities	6,078			2,302			2,998			6,002
Net cash used in operating activities of continuing operations	(2,080		)	(7,882		)
Net cash provided by operating activities of continuing operations							6,203			2,771
Net cash provided by (used in) operating activities of discontinued operations	1,037			(59		)	2,017			(108		)
Net cash used in operating activities	(1,043		)	(7,941		)
Net cash provided by operating activities							8,220			2,663
Cash flows from investing activities:
Capital expenditures	(2,653		)	(4,819		)	(7,477		)	(10,264		)
Proceeds from sale of property and equipment	20			49			24			63
Proceeds from the sale of available for sale securities							—			242
Net cash used in investing activities of continuing operations	(2,633		)	(4,770		)	(7,453		)	(9,959		)
Net cash (used in) provided by investing activities of discontinued operations	(241		)	7,637
Net cash used in investing activities	(2,874		)	2,867
Net cash provided by investing activities of discontinued operations							7,528			7,987
Net cash provided by (used in) investing activities							75			(1,972		)
Cash flows from financing activities:
Repayments of long-term debt and capital lease obligations	(5		)	(5		)	(11		)	(7		)
Repurchase of common stock	(43		)	—			(43		)	—
Net cash used in financing activities	(48		)	(5		)	(54		)	(7		)
Effect of exchange rate changes	256			(171		)	(129		)	(100		)
Net decrease in cash	(3,709		)	(5,250		)
Net increase in cash							8,112			584
Cash, beginning of period	38,858			59,902			38,858			59,902
Cash, end of period	$	35,149		$	54,652		$	46,970		$	60,486
Supplemental disclosure of cash flow information:
Cash paid for interest	$	16,803		$	16,756		$	32,574		$	32,910
Cash paid for income taxes	$	272		$	377		$	1,414		$	816
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment purchases included in accrued expenses	$	1,166		$	860		$	1,853		$	1,615

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ACCELLENT INC.

Notes to Unaudited Condensed Consolidated Financial Statements

~~March 31,~~June 30, 2013

1. Summary of significant accounting policies

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of Accellent Inc. and its wholly owned subsidiaries (collectively, the “Company”). All intercompany transactions have been eliminated.

~~We have~~The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. ~~We have~~The Company has prepared the accompanying unaudited condensed consolidated financial statements on the same basis as the audited financial statements included in ~~our~~its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and in the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in ~~our~~its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on April 1, 2013.

During the first quarter of 2013, the Company reorganized its business into two ~~reportable~~ segments. The reorganization changed the reporting structure and changed the composition of the Company's reporting units. As a result, prior year amounts have been reclassified to conform to the current year’s presentation. (See Note 4 and Note 17)

Customer Concentration

During the three and six months ended ~~March 31,~~June 30, 2012 ~~and~~ ~~2013~~, ~~our~~the Company's ten largest customers accounted for approximately 66% of its consolidated net sales. During the three and six months ended June 30, 2013, the Company's ten largest customers accounted for approximately 68%and ~~66%~~67% of ~~our~~its consolidated net sales, respectively.

The actual percentage of net sales derived from each customer whose sales represented 10% or more of our consolidated net sales was as follows for the periods presented:


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31, 2012		March 31, 2013		June 30, 2012		June 30, 2013		June 30, 2012		June 30, 2013
Customer A	13	%	15	%	13	%	17	%	13	%	16	%
Customer B	17	%	13	%	16	%	14	%	17	%	14	%
Customer C	11	%	11	%	11	%	11	%	11	%	11	%
Customer D	10	%	10	%	*		10	%	*		10	%

At ~~March 31,~~June 30, 2013, Customer A and B accounted for approximately ~~12%~~17% and 12%, respectively, and Customers B, C and D each accounted for approximately 10% of accounts receivable, net. At December 31, 2012, Customers A and B each accounted for approximately 13% and 12%, respectively, of accounts receivable, net.

2. New Accounting Pronouncements

On February 5, 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This accounting update requires additional disclosure requirements about reclassification adjustments out of accumulated other comprehensive income ("AOCI"). These adjustments include (1) changes in AOCI balances by component and (2) significant items reclassified out of AOCI. The ASU does not change the current requirements for the reporting of comprehensive income. The Company adopted the provisions of this ASU on January 1, 2013 and the adoption did not have a significant impact on the Company’s consolidated financial position, results of operations or cash flows.

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On July 18, 2013, the FASB issued ASU No. 2013-11, “Presentation of a Liability for an Unrecognized Tax Benefit When a Net Operating Loss or Tax Credit Carryforward Exists." This accounting update requires that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset for a net operating loss (“NOL”) carryforward or other tax credit carryforward when settlement in this manner is available under applicable tax law. This guidance will be effective for the Company’s interim and annual periods beginning January 1, 2014. The Company does not believe the adoption of this guidance will have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

3. Inventories

Inventories consisted of the following at December 31, 2012 and ~~March 31,~~June 30, 2013 (in thousands):


	December 31, 2012		March 31, 2013		December 31, 2012		June 30, 2013
Raw materials	$	12,100	$	15,689	$	12,100	$	15,999
Work-in-process	27,779		27,856		27,779		28,850
Finished goods	17,190		16,359		17,190		15,702
Total	$	57,069	$	59,904	$	57,069	$	60,551

4. Goodwill and intangible assets

Goodwill is the amount by which the cost of acquired net assets in a business combination exceeds the fair value of net identifiable assets acquired. Intangible assets include the value ascribed to trade names and trademarks, developed technology and know-how, as well as customer contracts and relationships obtained in connection with business combinations. During the first quarter of 2013, the Company reorganized its business into two ~~reportable~~ segments: Advanced Surgical ("AS Segment") and Cardio & Vascular ("CV Segment").

The evaluation of the reporting units has also been reassessed and changed to reflect the current structure and operations. During the first quarter of fiscal 2013, goodwill was assigned to the new reporting units based on the relative fair values of the reporting units. This resulted in goodwill of $134 million being assigned to its Advanced Surgical reporting unit, and $485.4 million being assigned to its Cardio & Vascular reporting unit.

After the preliminary allocation of the goodwill, the carrying amount of the Advanced Surgical reporting unit exceeded its fair value by approximately $16 million, which required the Company to perform an interim goodwill impairment test for the Advanced Surgical reporting unit. Pursuant to the next step of impairment testing, the Company calculated an implied fair value of goodwill based on a hypothetical purchase price allocation. AsDuring the first quarter of ~~the date of this filing,~~2013, the Company ~~has~~had not finalized this step of its impairment testing due to the complexities involved in estimating fair value. ~~Accounting~~In accordance with accounting guidance ~~provides that in circumstances in which step two of~~ the ~~impairment analysis has not been completed, a company should recognize~~Company recognized an estimated impairment charge ~~to the extent that it determines that it is probable that an impairment loss has occurred~~ and ~~such impairment can be reasonably estimated using guidance of accounting for contingencies. Based on the best estimate as of the date of this filing, the Company~~ recorded a pre-tax goodwill impairment charge of $51.0 million asin the first quarter of ~~March 31,~~ 2013. The Company ~~plans to finalize~~finalized the second step ~~two~~of the analysis in the second quarter of 2013 and recorded an additional pre-tax goodwill impairment charge of $12.1 million for a total pre-tax goodwill impairment charge of $63.1 million as of June 30, 2013.

The Company has elected October 31st as its annual impairment assessment date for goodwill and the indefinite lived intangible assets and performs additional impairment tests if triggering events occur. No impairment charges were recorded for goodwill and the indefinite lived intangible assets during the year ended December 31, ~~2012.~~2012.

The Company reports all amortization expense related to finite lived intangible assets separately within its unaudited condensed consolidated statement of operations. For the three and six months ended ~~March 31,~~June 30, 2012 and 2013, the Company recorded amortization expense related to intangible assets as follows (in thousands):

Three Months Ended
March 31,
2012 March 31,
2013
Cost of sales $ 497
$ 497
Selling, general and administrative 3,238
3,238
Total $ 3,735
$ 3,735

~~Intangible assets consisted of the following at March 31, 2013 (in thousands):~~

Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Amount
Developed technology and know how $ 16,991
$ (14,671 ) $ 2,320
Customer contracts and relationships 197,575
(98,283 ) 99,292
Trade names and trademarks 29,400
—
29,400
Total intangible assets $ 243,966
$ (112,954 ) $ 131,012



	Three Months Ended				Six Months Ended
	June 30, 2012		June 30, 2013		June 30, 2012		June 30, 2013
Cost of sales	$	497	$	497	$	994	$	994
Selling, general and administrative	3,238		3,238		6,476		6,476
Total	$	3,735	$	3,735	$	7,470	$	7,470

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Intangible assets consisted of the following at June 30, 2013 (in thousands):



	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology and know how	$	16,991	$	(15,168	)	$	1,823
Customer contracts and relationships	197,575		(101,521		)	96,054
Trade names and trademarks	29,400		—			29,400
Total intangible assets	$	243,966	$	(116,689	)	$	127,277

Intangible assets consisted of the following at December 31, 2012 (in thousands):



	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology and know how	$	16,991	$	(14,174	)	$	2,817
Customer contracts and relationships	197,575		(95,045		)	102,530
Trade names and trademarks	29,400		—			29,400
Total intangible assets	$	243,966	$	(109,219	)	$	134,747

Estimated intangible asset amortization expense for the remainder of 2013 is approximately $~~11.2~~7.5 million. The estimated annual intangible asset amortization expense approximates $13.8 million in 2014, $13.0 million in each year in 2015, 2016 ~~and 2017,~~, and 2017, and $~~37.6~~37.8 million thereafter.

At December 31, 2012 and ~~March 31,~~June 30, 2013, the remaining weighted-average amortization periods for the Company’s finite lived intangible assets were as ~~follows:~~follows (in years):


	Remaining weighted - average amortization period		Remaining weighted - average amortization period
	December 31, 2012	March 31, 2013	December 31, 2012	June 30, 2013
Developed technology and know how	1.4	1.2	1.4	0.9
Customer contracts and relationships	7.9	7.7	7.9	7.4
Total finite lived intangible asset	7.7	7.5	7.7	7.3

5. Long-term debt

Long-term debt consisted of the following at December 31, 2012 and ~~March 31,~~June 30, 2013 (in thousands):


	December 31, 2012			March 31, 2013			December 31, 2012			June 30, 2013
Senior secured notes maturing on February 1, 2017, interest at 8.375% ("Senior Secured Notes")	$	400,000		$	400,000		$	400,000		$	400,000
Senior subordinated notes maturing on November 1, 2017, interest at 10.0% ("Senior Subordinated Notes")	315,000			315,000			315,000			315,000
Capital lease obligations	20			15			20			13
Total debt	715,020			715,015			715,020			715,013
Less—unamortized discount	(1,715		)	(1,626		)	(1,715		)	(1,536		)
Less—current portion	(11		)	(7		)	(11		)	(7		)
Long term debt, excluding current portion	$	713,294		$	713,382		$	713,294		$	713,470

The Company maintains an asset backed line of credit (the “ABL Revolver”) that provides for up to $75.0 million of borrowing capacity, subject to borrowing base availability. At ~~March 31,~~June 30, 2013, there were no amounts outstanding under the ABL Revolver and the Company’s aggregate borrowing capacity was $~~30.8~~33.2 million, after giving effect to outstanding letters of credit totaling $~~12.9~~10.9 million and the amount of ineligible accounts receivable and inventories, as defined in the credit agreement governing the ABL Revolver.

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6. Restructuring

During the ~~three~~six months ended ~~March 31, 2012~~June 30, 2013 ~~and March 31, 2013~~, the Company undertook no restructuring actions.

In December 2011, the Company's Board of Directors approved a plan of closure with respect to the Company's manufacturing facility in Manchester, England. In April of 2012, the Manchester facility was closed, and substantially all employees were terminated. All affected employees were provided with stay-bonuses as well as one-time termination benefits that were received upon cessation of employment, provided they remained with the Company through the closing date. The total one-time termination benefits totaled approximately $0.6 million and were recorded over each employee’s remaining service period as they were required to stay through their termination date to receive the benefits. During the ~~three~~six months ended ~~March 31,~~June 30, 2012, the Company recorded $~~0.4~~1.3 million of restructuring costs related to the facility's closure that are recorded within “Restructuring expenses” in the accompanying unaudited condensed consolidated statement of operations. During the three and six months ended ~~March 31,~~June 30, 2013, restructuring costs were negligible.

In April 2012, the Company announced a plan to close its manufacturing facility in Englewood, Colorado. The Company completed the facility closure in the first quarter of 2013 upon completion of the transfer of the facility's business to the Company's other facilities. In connection with the closure, the Company provided certain one-time termination benefits to affected employees. These one-time termination benefits were recorded over each employee's remaining service period as employees were required to stay through their termination date to receive the benefits. The Company ~~did not record any~~recorded $0.2 million of restructuring costs related to this facility during the three and six months ended ~~March 31, 2013.~~June 30, 2013.

The following table summarizes the amounts recorded related to restructuring activities, which are included in the accompanying unaudited condensed consolidated ~~statements~~balance sheet as of ~~operations for the~~ ~~three~~June 30, 2012 ~~months ended March 31, 2012~~ (in thousands):


	Employee costs			Other exit costs			Total			Employee costs			Other exit costs			Total
Balance, January 1, 2012	$	340		$	—		$	340		$	340		$	—		$	340
Restructuring expenses	306			47			353			874			964			1,838
Payments	(396		)	(47		)	(443		)	(698		)	(108		)	(806		)
Balance, March 31, 2012	$	250		$	—		$	250
Balance, June 30, 2012										$	516		$	856		$	1,372

The following table summarizes the amounts recorded related to restructuring activities, which are included in the accompanying unaudited condensed consolidated ~~statements~~balance sheet as of ~~operations for the~~ ~~three~~ ~~months ended~~ ~~March 31,~~June 30, 2013 (in thousands):


	Employee costs			Other exit costs			Total			Employee costs			Other exit costs			Total
Balance, January 1, 2013	$	1,329		790			$	2,119		$	1,329		790			$	2,119
Restructuring expenses	—			(11		)	(11		)	(170		)	(11		)	(181		)
Payments	(702		)	(80		)	(782		)	(1,024		)	(121		)	(1,145		)
Balance, March 31, 2013	$	627		$	699		$	1,326
Balance, June 30, 2013										$	135		$	658		$	793

7. Divestitures

As part of the Company's continuing efforts to better focus its efforts and align with its customers, the Company discontinued certain businesses. The Company has accounted for these businesses as discontinued operations and, accordingly, has presented the results of operations and related cash flows as discontinued operations for all periods presented.

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Summary results of the discontinued operations were as follows (in thousands):

~~Table of Contents~~


	Three Months Ended				Three Months Ended					Six Months Ended
	March 31, 2012		March 31, 2013		June 30, 2012			June 30, 2013		June 30, 2012			June 30, 2013
Sales	$	7,011	$	—	$	4,233		$	—	$	11,244		$	—
Costs and expenses	6,057		—		4,027			—		10,084			—
Operating income from discontinued operations	954		—		206			—		1,160			—
Other expenses, net	2		—		(8		)	—		(6		)	—
Income from discontinued operations before income taxes	956		—		198			—		1,154			—
Provision for income taxes	335		—		69			—		404			—
Income from discontinued operations, net of tax	$	621	$	—	$	129		$	—	$	750		$	—

8. Stock-based compensation

Employee stock-based compensation

The Company maintains a 2005 Equity Plan for Key Employees of Accellent Holdings Corp. (the “2005 Equity Plan”), which provides for grants of incentive stock options, nonqualified stock options, restricted stock units and stock appreciation rights. Vesting is determined in the applicable stock option agreement and generally occurs either in equal installments over five years from the date of grant (“Time-Based”), or upon achievement of certain performance targets over a five-year period (“Performance-Based”). Targets underlying the vesting of Performance-Based shares are generally achieved upon the attainment of a specified level of Adjusted EBITDA, as defined in the indenture governing the Company’s senior secured notes, measured each calendar year. The vesting requirements for Performance-Based shares permit a catch-up of vesting should the target not be achieved in a calendar year but achieved in a subsequent calendar year, over the five year vesting period. In addition, in connection with the acquisition of the Company in 2005, the Company exchanged fully vested stock options to acquire common shares of its predecessor entities for 4,901,107 fully vested stock options, or “Roll-Over” options, of Accellent Holdings Corp. which are recorded as a liability until such options are exercised, forfeited, expired or settled.

The table below summarizes the activity relating to the Roll-Over options during the three months ended ~~March 31,~~June 30, 2012 and 2013:


	Three Months Ended								Three Months Ended
	March 31, 2012					March 31, 2013			June 30, 2012				June 30, 2013
	Liability (in thousands)			Roll-Over Shares Outstanding		Liability (in thousands)		Roll-Over Shares Outstanding	Liability (in thousands)			Roll-Over Shares Outstanding	Liability (in thousands)		Roll-Over Shares Outstanding
Balance at January 1	$	355		201,817		$	141	80,727	$	143		80,727	$	141	80,727
Shares repurchased	(119		)	(67,607	)	—		—	—			—	—		—
Options exercised	(58		)	(33,301	)	—		—	—			—	—		—
Options forfeited	(35		)	(20,182	)	—		—	—			—	—		—
Change in fair value	—			—		—		—	(2		)	—	—		—
Balance at end of period	$	143		80,727		$	141	80,727	$	141		80,727	$	141	80,727

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The table below summarizes the activity relating to the Roll-Over options during the six months ended June 30, 2012 and 2013:



	Six Months Ended
	June 30, 2012					June 30, 2013
	Liability (in thousands)			Roll-Over Shares Outstanding		Liability (in thousands)		Roll-Over Shares Outstanding
Balance at January 1	$	355		201,817		$	141	80,727
Shares repurchased	(119		)	(67,607	)	—		—
Options exercised	(58		)	(33,301	)	—		—
Options forfeited	(35		)	(20,182	)	—		—
Change in fair value	(2		)	—		—		—
Balance at end of period	$	141		80,727		$	141	80,727

The Company’s stock-based compensation expense is based on the fair value of stock-based awards measured at the grant date that is recognized over the relevant service period and includes any adjustments to the fair value of the Company’s liability related to the Roll-Over options. For stock based awards, the Company estimates the fair value of each award on the date of grant using the Black-Scholes option valuation model. For Roll-Over options, the Company estimates their fair value at each balance sheet date. The Black-Scholes option pricing model incorporates assumptions regarding stock price volatility, the expected life of the option, a risk-free interest rate, dividend yield, and an estimate of the fair value of Accellent Holdings Corp.'s common stock. The fair value of Accellent Holdings Corp.’s common stock is determined by the Board of Directors of Accellent Holdings Corp. utilizing a market based approach. The volatility of Accellent Holdings Corp.’s common stock is estimated utilizing a weighted average stock price volatility of its publicly traded peer companies, adjusted for the Company’s financial performance and the risks associated with the illiquid nature of Accellent Holdings Corp.'s common stock. The expected life of an option is estimated based on past exercise experience. The Company used the following assumptions as of ~~March 31,~~June 30, 2013 to determine the fair value of the Roll-Over options:

~~Table of Contents~~



	~~March 31,~~June 30, 2013
Expected term to exercise	~~0.83~~0.67 years
Expected volatility	~~25.37~~25.84	%
Risk-free rate	~~0.25~~0.36	%
Dividend yield	—	%

During the three months ended ~~March 31,~~June 30, 2012 and 2013, the Company granted stock options to employees to purchase approximately ~~415,000~~10,000 and ~~225,000~~40,000 shares, respectively, of Accellent Holdings Corp.'s common stock. Of the total stock options granted during the three months ended ~~March 31,~~June 30, 2012 and 2013, ~~207,500~~5,000 and ~~112,500~~20,000, respectively, were Performance-Based awards. Stock options granted during the three months ended ~~March 31,~~June 30, 2012 and 2013 had a weighted average grant date fair value of $0.79 and $0.78 per share, respectively. During the three months ended June 30, 2012 and 2013, 23,950 and 241,000 shares, respectively, were forfeited by employees.

During the six months ended June 30, 2012 and 2013, the Company granted stock options to employees to purchase approximately 425,000 and 265,000 shares, respectively, of Accellent Holdings Corp.'s common stock. Of the total stock options granted during the six months ended June 30, 2012 and 2013, 212,500 and 132,500, respectively, were Performance-Based awards. Stock options granted during the six months ended June 30, 2012 and 2013 had a weighted average grant date fair value of $0.80 and $~~0.78~~0.77 per share, respectively. During the six months ended June 30, 2012 and 2013, 732,916 and 691,500 shares, respectively, were forfeited by employees.

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The following tables summarize the classification of recorded stock-based compensation in the unaudited condensed consolidated statements of operations and the recorded stock-based compensation by type of award for the three and six months ended ~~March 31,~~June 30, 2012 and 2013 (in thousands):

Classification of expense (in thousands):


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31, 2012		March 31, 2013		June 30, 2012		June 30, 2013		June 30, 2012		June 30, 2013
Cost of sales	$	8	$	62	$	30	$	49	$	38	$	111
Selling, general and administrative	32		153		112		136		144		289
Total	$	40	$	215	$	142	$	185	$	182	$	400

Stock-based compensation related to stock awards by type of award (in thousands):


	Three Months Ended				Three Months Ended					Six Months Ended
	March 31, 2012		March 31, 2013		June 30, 2012			June 30, 2013		June 30, 2012			June 30, 2013
Time-based vesting options	$	40	$	113	$	144		$	79	$	184		$	192
Performance-based vesting options	—		—		—			—		—			—
Restricted stock awards	—		102		—			106		—			208
Roll-over options	—		—		(2		)	—		(2		)	—
Total expense	$	40	$	215	$	142		$	185	$	182		$	400

At ~~March 31,~~June 30, 2013, the Company determined that attainment of certain of the targets through 2013 necessary for Performance-Based options to vest is not probable. Accordingly, the Company has not recorded stock-based compensation expense for Performance-Based stock awards during the three and six months ended ~~March 31,~~June 30, 2013.

The total unvested Performance-Based shares and their aggregate fair values were ~~3,815,876~~3,808,901 and ~~4,843,440~~4,750,105, and $4.3 million and $~~5.0~~4.9 million, at ~~March 31,~~June 30, 2012 and 2013, respectively. The total unvested Time-Based shares and their aggregate fair values were ~~2,639,550~~2,314,550 and ~~2,937,400~~2,566,250, and $~~2.8~~2.4 million and $~~2.8~~2.4 million, at ~~March 31,~~June 30, 2012 and 2013, respectively.

During the ~~three~~six months ended ~~March 31,~~June 30, 2013, the Company granted 50,000 shares of Restricted Stock to employees, none of which were vested at ~~March 31,~~June 30, 2013. The awards vest annually each year over a five year period beginning on the grant date. The aggregate grant date fair value was $125,000, or $2.50 per share. The Company did not record any stock-based compensation expense during the three and six months ended ~~March 31,~~June 30, 2012 related to restricted stock. The Company recorded approximately $0.1 million and $0.2 millionof stock-based compensation expense during the three and six months ended ~~March 31,~~June 30, 2013 related to restricted stock.

Non-employee stock-based compensationDuring the three months ended ~~March 31,~~June 30, 2012 and ~~March 31,~~ 2013, the Company recognized approximately $~~23,000~~22,500 and $30,000, respectively, of non-employee stock-based compensation related to fees paid to members of the Company’s Board of Directors. These fees are recorded as a liability and recorded in “Other liabilities” in the unaudited condensed consolidated balance sheets.

~~Table~~During the six months ended June 30, 2012 and 2013, the Company recognized approximately $45,000 and $60,000, respectively, of ~~Contents~~non-employee stock-based compensation related to fees paid to members of the Company’s Board of Directors. These fees are recorded as a liability and recorded in “Other liabilities” in the unaudited condensed consolidated balance sheets.

9. Income taxes

The Company provides for deferred income taxes resulting from temporary differences between financial and taxable income as well as current taxes attributable to the states and foreign jurisdictions in which ~~we are~~the Company is required to pay income taxes. The Company records valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company has not provided for U.S. income taxes on the undistributed earnings of non-U.S. subsidiaries, as these earnings have been permanently reinvested or would be offset by foreign tax credits or net operating losses.

Income tax expense for the three and six months ended ~~March 31,~~June 30, 2012 was $~~0.6~~1.1 million and $1.7 million, respectively, and included $0.7 million and $1.5 million, respectively, of deferred income tax expense for differences in the book and tax treatment of goodwill offset in part by $~~0.1~~0.4 million and $0.2 million, respectively, in state and foreign income taxes refund.

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Income tax expense for the three and six months ended ~~March 31,~~June 30, 2013 was $~~1.1~~1.0 million and $2.1 million, respectively, and included $~~0.4~~0.7 million and $1.1 million, respectively, of deferred income tax expense which included $0.7 million and $1.3 million, respectively, related to the book and tax treatment of goodwill offset in part by other taxes of approximately $0.3 million and $0.8 million. The income tax expense also included $~~0.4~~0.3 million and $0.6 million in state, foreign and other income taxes.

The Company believes that it is more likely than not that the Company will not recognize the benefits of its domestic federal and state deferred tax assets. As a result, the Company continues to provide a full valuation allowance on those deferred tax assets. The Company’s deferred tax assets are not offset by the tax liabilities related to non-deductible goodwill when determining the need for a valuation allowance. The Company had $29.9 million and $~~30.6~~31.2 million of net deferred tax liabilities included in “Other liabilities” in the accompanying unaudited condensed consolidated balance sheets as of December 31, 2012 and ~~March 31,~~June 30, 2013, respectively, relating to goodwill basis differences.

The Company is subject to income taxes in the U.S. Federal jurisdiction, and various state and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax law and regulations and require significant judgment to apply. The Company is currently under examination by the State of New York for income tax years ended December 31, 2008 through 2010. There are no other current income tax audits. The tax years ended December 31, 2005 through 2011 remain subject to examination by major tax jurisdictions. However, since the Company has net operating loss carryforwards, which may be utilized in future years to offset taxable income, those years may also be subject to review by relevant taxing authorities if utilized, notwithstanding that the statute for assessment may have closed.

10. Related party transactions

The Company maintains a management services agreement with its principal equity owner, Kohlberg, Kravis, Roberts & Co., (“KKR”) pursuant to which KKR provides certain structuring, consulting and management advisory services. During the three and six months ended ~~March 31,~~June 30, 2012 and 2013, the Company incurred management fees and related expenses pursuant to this agreement of $0.3 million and $~~0.4~~0.7 million, respectively. As of December 31, 2012 and ~~March 31,~~June 30, 2013, the Company owed KKR $0.4 million for each period respectively for unpaid management fees which are included in “Accrued expenses and other current liabilities” in the accompanying unaudited condensed consolidated balance sheets. The Company has also historically utilized the services of Capstone Consulting LLC (“Capstone”), an entity affiliated with KKR. No fees or expenses related to Capstone were incurred during the three and six months ended ~~March 31,~~June 30, 2012 and ~~March 31, 2013.~~June 30, 2013. At December 31, 2012 ~~and~~ ~~March 31, 2013~~, the Company owed Capstone $0.3 ~~million~~ ~~for each period, respectively.~~million, and had no outstanding payables as of June 30, 2013.

In addition to the above, entities affiliated with KKR Asset Management (“KKR-AM”), an affiliate of KKR, owned approximately $14.0 million principal amount of the Company’s Senior Secured Notes and approximately $23.4 million principal amount of the Company’s Senior Subordinated Notes at ~~March 31,~~June 30, 2013. At December 31, 2012, entities affiliated with KKR-AM owned approximately $14.7 million principal amount of the Company’s Senior Secured Notes and approximately $23.4 million principal amount of the Company’s Senior Subordinated Notes.

The Company sells products to Biomet, Inc., which ~~in September 2007 became~~is privately owned by a consortium of private equity sponsors, including KKR. Net sales resulting from product shipments to Biomet, Inc. during the three and six months ended ~~March 31,~~June 30, 2012 totaled $0.1 million. and $0.3 million, respectively. Net sales resulting from product shipments to Biomet, Inc. during the three and six months ended ~~March 31,~~June 30, 2013 were ~~negligible.~~approximately $0.1 million, respectively. At December 31, 2012, accounts receivable from Biomet, Inc. aggregated $0.1 million. At ~~March 31,~~June 30, 2013, accounts receivable from Biomet were negligible.

The Company utilizes the services of SunGard Data Systems, Inc. (“SunGard”), a provider of software and information processing solutions, which is privately owned by a consortium of private equity sponsors, including KKR and Bain Capital. The Company maintains an agreement with SunGard to provide information systems hosting services for the Company. The Company incurred approximately $0.2 million and $~~0.2~~0.4 million in fees in connection with this agreement for the three and six month periods ended ~~March 31,~~June 30, 2012 and ~~March 31,~~June 30, 2013, respectively. At December 31, 2012 and ~~March 31,~~June 30, 2013, the amount due to SunGard totaled approximately $0.1 million.

~~Table of Contents~~

11. Fair value measurements

The Company determines fair value utilizing a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. In general, fair values determined using Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined using Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

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The Company uses the Black-Scholes option pricing model to value its liability for Roll-Over option awards. A roll-forward of the change in fair value of this financial instrument and information regarding the inputs used in the Black-Scholes model, that are determined by management, that is used to derive the Roll-Over options fair value, is included in Note 8.

The following tables provide a summary of the financial assets and liabilities recorded at fair value at December 31, 2012 and ~~March 31,~~June 30, 2013 (in thousands):



			Fair Value Measurements at December 31, 2012 determined using
	Total Carrying Value at December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment in Available for Sale Security	$	210	$	210	$	—	$	—
Liability for Roll-Over options	$	141	$	—	$	—	$	141

Fair Value Measurements at
March 31, 2013 determined using

Total Carrying
Value at
March 31
2013

Quoted Prices in
Active Markets
for Identical
Assets (Level 1)

Significant Other
Observable
Inputs (Level 2)

Significant
Unobservable
Inputs
(Level 3)
Investment in Available for Sale Security $ 245
$ 245
$ —
$ —
Liability for Roll-Over options $ 141
$ —
$ —
$ 141



			Fair Value Measurements at June 30, 2013 determined using
	Total Carrying Value at June 30, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liability for Roll-Over options	$	141	$	—	$	—	$	141

For other instruments, the estimated fair value has been determined by the Company using available market information; however, considerable judgment is required in interpreting market data to develop these estimates. The methods and assumptions used to estimate the fair value of each class of financial instruments is as set forth below:

Accounts receivable and accounts payable: —The carrying amounts of these items are a reasonable estimate of their fair values at December 31, 2012 and ~~March 31,~~June 30, 2013 based on the short-term nature of these items.

Borrowings under the Senior Secured Notes due 2017—Borrowings under the Senior Secured Notes have a fixed rate. The Company intends to carry the Senior Secured Notes until their maturity. At ~~March 31,~~June 30, 2013, the fair value of the Senior Secured Notes, which is Level 2 in the fair value hierarchy, was approximately ~~105.5%~~103.5%,or $~~422~~414 million, compared to their carrying value of $400 million.

Borrowings under the Senior Subordinated Notes due 2017—Borrowings under the Senior Subordinated Notes due 2017 have a fixed rate. The Company intends to carry the Senior Subordinated Notes until their maturity. At ~~March 31,~~June 30, 2013 the fair value of the Senior Subordinated Notes, which is Level 2 in the fair value hierarchy, was approximately ~~91%~~92%, or $~~286.7~~289.8 million, compared to their carrying value of $315 million.

12. Commitments and Contingencies

The Company is subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Product liability claims or product recalls with respect to the Company’s components or the end-products of the Company’s customers into which the Company’s components are incorporated, could require the Company to pay significant damages or to spend significant time and money in litigation or responding to investigations or requests for information.

~~Table of Contents~~

Expenditures on litigation or damages, to the extent not covered by insurance, and declines in revenue could impair the Company’s earnings and the Company’s financial condition. There is no recall or litigation pending or, to the knowledge of the Company, threatened, that the Company expects to have a material effect on the Company’s consolidated financial position, results of operations or cash flow.

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13. Environmental matters

The Pennsylvania Department of Environmental Protection (“DEP”) has filed a petition for review with the U.S. Court of Appeals for the District of Columbia Circuit challenging recent amendments to the U.S. Environmental Protection Agency (“EPA”) National Air Emissions Standards for hazardous air pollutants from halogenated solvent cleaning operations. These revised standards exempt three industry sectors (aerospace, narrow tube manufacturers and facilities that use continuous web-cleaning and halogenated solvent cleaning machines) from facility emission limits for Trichloroethylene (“TCE”) and other degreaser emissions. The EPA has agreed to reconsider the exemption. The Company’s Collegeville facility meets current EPA control standards for TCE emissions and is exempt from the new lower TCE emission limit since the Company manufactures narrow tubes. As part of efforts to lower TCE emissions, the Company has begun to implement a process that will reduce the Company’s TCE emissions generated by its Collegeville facility. However, this process will not reduce TCE emissions to the levels required should a new standard become law.

At each of December 31, 2012 and ~~March 31,~~June 30, 2013, the Company maintained a reserve for environmental liabilities of approximately $1.6 million and $1.4 million. The Company expects to pay $0.1 million during ~~2013.~~the balance of 2013.

14. Supplemental guarantor condensed consolidating financial statements

All of the Company's domestic subsidiaries (the “Subsidiary Guarantors”) that are 100% owned by the Company, directly or indirectly, guarantee on a joint and several, full and unconditional basis, the obligations of Accellent Inc. under the Senior Secured Notes and the Senior Subordinated Notes (collectively, the "Notes"). Foreign subsidiaries of Accellent Inc. (the “Non-Guarantor Subsidiaries”) have not guaranteed the Notes.

The following tables present the unaudited condensed consolidating statements of operations and the unaudited condensed consolidating statements of comprehensive (loss) income ~~(loss)~~ for the three and six months ended ~~March 31,~~June 30, 2012 and 2013 the unaudited condensed consolidating balance sheets as of December 31, 2012 and ~~March 31,~~June 30, 2013, and the unaudited condensed consolidating statements of cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2012 and 2013, of Accellent Inc. (the “Parent”), the Subsidiary Guarantors and the Non-Guarantor Subsidiaries.

Unaudited Condensed Consolidating Statements of Operations —

Three months ended June 30, 2012 (in thousands):



	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	116,546		$	10,208		$	(756	)	$	125,998
Cost of sales (exclusive of amortization)	—			86,723			7,047			(756		)	93,014
Selling, general and administrative expenses	23			12,877			914			—			13,814
Research and development expenses	—			243			229			—			472
Restructuring expenses	—			1,485			—			—			1,485
Amortization of intangible assets	3,735			—			—			—			3,735
(Gain) loss on disposal of assets	—			(40		)	8			—			(32		)
(Loss) income from continuing operations	(3,758		)	15,258			2,010			—			13,510
Interest (expense) income, net	(17,232		)	663			(689		)	—			(17,258		)
Other (expense) income, net	—			(2,116		)	1,258			—			(858		)
Equity in earnings (losses) of affiliates	15,382			1,795			—			(17,177		)	—
(Loss) income from continuing operations before income taxes	(5,608		)	15,600			2,579			(17,177		)	(4,606		)
Provision for income taxes	—			347			784			—			1,131
Net (loss) income from continuing operations	(5,608		)	15,253			1,795			(17,177		)	(5,737		)
Net income from discontinued operations, net of tax	—			129			—			—			129
Net (loss) income	$	(5,608	)	$	15,382		$	1,795		$	(17,177	)	$	(5,608	)

1516

Table of Contents

Unaudited Condensed Consolidating Statements of Operations —

Three months ended ~~March 31, 2012~~June 30, 2013 (in thousands):


	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated			Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	114,708		$	10,250		$	(391	)	$	124,567		$	—		$	120,112		$	10,898		$	(277	)	$	130,733
Cost of sales (exclusive of amortization)	—			88,366			7,131			(391		)	95,106			—			87,727			7,880			(277		)	95,330
Selling, general and administrative expenses	25			13,905			925			—			14,855			30			11,908			840			—			12,778
Research and development expenses	—			254			219			—			473			—			327			220			—			547
Impairment of goodwill																12,128			—			—			—			12,128
Restructuring expenses	—			353			—			—			353			—			(170		)	—			—			(170		)
Amortization of intangible assets	3,735			—			—			—			3,735			3,735			—			—			—			3,735
Gain on disposal of assets	—			(1		)	—			—			(1		)
Income (loss) from continuing operations	(3,760		)	11,831			1,975			—			10,046
Loss on disposal of assets																—			708			28			—			736
(Loss) income from continuing operations																(15,893		)	19,612			1,930			—			5,649
Interest (expense) income, net	(17,216		)	677			(703		)	—			(17,242		)	(17,277		)	714			(708		)	—			(17,271		)
Other (expense) income, net	—			795			(619		)	—			176
Equity in earnings (losses) of affiliates	13,990			166			—			(14,156		)	—
Income (loss) from continuing operations before income taxes	(6,986		)	13,469			653			(14,156		)	(7,020		)
Other income (expense), net																242			256			(529		)	—			(31		)
Equity in earnings of affiliates																20,257			415			—			(20,672		)	—
(Loss) income from continuing operations before income taxes																(12,671		)	20,997			693			(20,672		)	(11,653		)
Provision for income taxes	—			100			487			—			587			—			740			278			—			1,018
Net income (loss) from continuing operations	(6,986		)	13,369			166			(14,156		)	(7,607		)
Net (loss) income from continuing operations																(12,671		)	20,257			415			(20,672		)	(12,671		)
Net income from discontinued operations, net of tax	—			621			—			—			621			—			—			—			—			—
Net income (loss)	$	(6,986	)	$	13,990		$	166		$	(14,156	)	$	(6,986	)
Net (loss) income																$	(12,671	)	$	20,257		$	415		$	(20,672	)	$	(12,671	)

Unaudited Condensed Consolidating Statements of Operations —

~~Three~~Six months ended ~~March 31, 2013~~June 30, 2012 (in thousands):

Parent
Subsidiary
Guarantors

Non-
Guarantor
Subsidiaries
Eliminations Consolidated
Net sales $ —
$ 111,099
$ 10,065
$ (366 ) $ 120,798
Cost of sales (exclusive of amortization) —
88,210
7,084
(366 ) 94,928
Selling, general and administrative expenses 32
13,244
971
—
14,247
Research and development expenses —
298
154
—
452
Impairment of goodwill 51,000
—
—
—
51,000
Restructuring expenses —
(11 ) —
—
(11 )
Amortization of intangible assets 3,735
—
—
—
3,735
Gain on disposal of assets —
(42 ) (2 ) —
(44 )
Income (loss) from continuing operations (54,767 ) 9,400
1,858
—
(43,509 )
Interest (expense) income, net (17,303 ) 694
(697 ) —
(17,306 )
Other (expense) income, net 681
(1,110 ) 280
—
(149 )
Equity in earnings of affiliates 9,320
1,032
—
(10,352 ) —
Income from continuing operations before income taxes (62,069 ) 10,016
1,441
(10,352 ) (60,964 )
Provision for income taxes —
696
409
—
1,105
Net income (loss) from continuing operations (62,069 ) 9,320
1,032
(10,352 ) (62,069 )
Net income (loss) from discontinued operations, net of tax

—
—
—
—
Net income (loss) $ (62,069 ) $ 9,320
$ 1,032
$ (10,352 ) $ (62,069 )



	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	231,254		$	20,458		$	(1,147	)	$	250,565
Cost of sales (exclusive of amortization)	—			175,089			14,178			(1,147		)	188,120
Selling, general and administrative expenses	48			26,782			1,839			—			28,669
Research and development expenses	—			497			448			—			945
Restructuring expenses	—			1,838			—			—			1,838
Amortization of intangible assets	7,470			—			—			—			7,470
(Gain) loss on disposal of assets	—			(41		)	8			—			(33		)
(Loss) income from continuing operations	(7,518		)	27,089			3,985			—			23,556
Interest (expense) income, net	(34,448		)	1,340			(1,392		)	—			(34,500		)
Other (expense) income, net	—			(1,321		)	639			—			(682		)
Equity in earnings (losses) of affiliates	29,372			1,961			—			(31,333		)	—
(Loss) income from continuing operations before income taxes	(12,594		)	29,069			3,232			(31,333		)	(11,626		)
Provision for income taxes	—			447			1,271			—			1,718
Net (loss) income from continuing operations	(12,594		)	28,622			1,961			(31,333		)	(13,344		)
Net income from discontinued operations, net of tax	—			750			—			—			750
Net (loss) income	$	(12,594	)	$	29,372		$	1,961		$	(31,333	)	$	(12,594	)

1617

Table of Contents

Unaudited Condensed Consolidating Statements of Operations —

Six months ended June 30, 2013 (in thousands):



	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	231,211		$	20,963		$	(643	)	$	251,531
Cost of sales (exclusive of amortization)	—			175,937			14,964			(643		)	190,258
Selling, general and administrative expenses	62			25,152			1,811			—			27,025
Research and development expenses	—			625			374			—			999
Impairment of goodwill	63,128			—			—			—			63,128
Restructuring expenses	—			(181		)	—			—			(181		)
Amortization of intangible assets	7,470			—			—			—			7,470
Loss on disposal of assets	—			666			26			—			692
(Loss) income from continuing operations	(70,660		)	29,012			3,788			—			(37,860		)
Interest (expense) income, net	(34,580		)	1,408			(1,405		)	—			(34,577		)
Other income (expense), net	923			(854		)	(249		)	—			(180		)
Equity in earnings of affiliates	29,577			1,447			—			(31,024		)	—
(Loss) income from continuing operations before income taxes	(74,740		)	31,013			2,134			(31,024		)	(72,617		)
Provision for income taxes	—			1,436			687			—			2,123
Net (loss) income from continuing operations	(74,740		)	29,577			1,447			(31,024		)	(74,740		)
Net income from discontinued operations, net of tax	—			—			—			—			—
Net (loss) income	$	(74,740	)	$	29,577		$	1,447		$	(31,024	)	$	(74,740	)

Table of Contents

Unaudited Condensed Consolidating Balance Sheets

December 31, 2012 (in thousands):



	Parent		Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Cash	$	—	$	53,812		$	6,090	$	—		$	59,902
Accounts receivable, net	—		46,992			2,929		(518		)	49,403
Inventories	—		52,807			4,262		—			57,069
Prepaid expenses and other current assets	215		10,399			359		—			10,973
Total current assets	215		164,010			13,640		(518		)	177,347
Property, plant and equipment, net	—		90,473			25,396		—			115,869
Intercompany receivables, net	—		365,713			—		(365,713		)	—
Investment in subsidiaries	554,794		9,143			—		(563,937		)	—
Goodwill	619,443		—			—		—			619,443
Other intangible assets, net	134,747		—			—		—			134,747
Deferred financing costs and other assets, net	13,269		(8		)	505		—			13,766
Total assets	$	1,322,468	$	629,331		$	39,541	$	(930,168	)	$	1,061,172
Current portion of long-term debt	$	—	$	11		$	—	$	—		$	11
Accounts payable	1		18,613			1,948		(518		)	20,044
Accrued expenses and other current liabilities	19,317		20,267			3,927		—			43,511
Total current liabilities	19,318		38,891			5,875		(518		)	63,566
Long-term debt	1,057,832		—			21,175		(365,713		)	713,294
Other long-term liabilities	911		35,646			3,348		—			39,905
Total liabilities	1,078,061		74,537			30,398		(366,231		)	816,765
Equity	244,407		554,794			9,143		(563,937		)	244,407
Total liabilities and equity	$	1,322,468	$	629,331		$	39,541	$	(930,168	)	$	1,061,172

1719

Table of Contents

Unaudited Condensed Consolidating Balance Sheets

~~March 31,~~June 30, 2013 (in thousands):


	Parent		Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Consolidated		Parent		Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Cash	$	—	$	48,837		$	5,815	$	—		$	54,652	$	—	$	52,397	$	8,089	$	—		$	60,486
Accounts receivable, net	—		50,158			4,344		(368		)	54,134		—		52,688		4,089		(272		)	56,505
Inventories	—		54,919			4,985		—			59,904		—		55,641		4,910		—			60,551
Prepaid expenses and other current assets	268		3,574			281		—			4,123		44		3,078		266		—			3,388
Total current assets	268		157,488			15,425		(368		)	172,813		44		163,804		17,354		(272		)	180,930
Property, plant and equipment, net	—		90,448			24,969		—			115,417		—		89,488		26,935		—			116,423
Intercompany receivables, net	—		381,377			—		(381,377		)	—		—		398,943		—		(398,943		)	—
Investment in subsidiaries	563,856		10,197			—		(574,053		)	—		584,438		10,934		—		(595,372		)	—
Goodwill	568,443		—			—		—			568,443		556,315		—		—		—			556,315
Other intangible assets, net	131,012		—			—		—			131,012		127,277		—		—		—			127,277
Deferred financing costs and other assets, net	12,557		(9		)	533		—			13,081		11,828		70		487		—			12,385
Total assets	$	1,276,136	$	639,501		$	40,927	$	(955,798	)	$	1,000,766	$	1,279,902	$	663,239	$	44,776	$	(994,587	)	$	993,330
Current portion of long-term debt	$	—	$	7		$	—	$	—		$	7	$	—	$	7	$	—	$	—		$	7
Accounts payable	—		19,624			1,950		(368		)	21,206		—		21,011		3,027		(272		)	23,766
Accrued expenses and other current liabilities	19,028		20,103			4,574		—			43,705		19,303		21,447		4,734		—			45,484
Total current liabilities	19,028		39,734			6,524		(368		)	64,918		19,303		42,465		7,761		(272		)	69,257
Long-term debt	1,073,836		—			20,923		(381,377		)	713,382		1,089,703		—		22,710		(398,943		)	713,470
Other long-term liabilities	941		35,911			3,283		—			40,135		971		36,336		3,371		—			40,678
Total liabilities	1,093,805		75,645			30,730		(381,745		)	818,435		1,109,977		78,801		33,842		(399,215		)	823,405
Equity	182,331		563,856			10,197		(574,053		)	182,331		169,925		584,438		10,934		(595,372		)	169,925
Total liabilities and equity	$	1,276,136	$	639,501		$	40,927	$	(955,798	)	$	1,000,766	$	1,279,902	$	663,239	$	44,776	$	(994,587	)	$	993,330

1820

Table of Contents

Unaudited Condensed Consolidating Statements of Comprehensive (Loss) Income ~~(Loss)~~

Three months ended ~~March 31,~~June 30, 2012 (in thousands):


	Parent			Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Consolidated			Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(6,986	)	$	13,990	$	166	$	(14,156	)	$	(6,986	)
Net (loss) income														$	(5,608	)	$	15,382		$	1,795		$	(17,177	)	$	(5,608	)
Other comprehensive income (loss):
Unrealized gain on available for sale security	—			—		—		—			—			193			—			—			—			193
Cumulative translation adjustment	554			194		360		(554		)	554			(540		)	(139		)	(401		)	540			(540		)
Comprehensive income (loss)	$	(6,432	)	$	14,184	$	526	$	(14,710	)	$	(6,432	)
Comprehensive (loss) income														$	(5,955	)	$	15,243		$	1,394		$	(16,637	)	$	(5,955	)

Unaudited Condensed Consolidating Statements of Comprehensive (Loss) Income ~~(Loss)~~

Three months ended ~~March 31,~~June 30, 2013 (in thousands):

Parent
Subsidiary
Guarantors

Non-
Guarantor
Subsidiaries
Eliminations Consolidated
Net income (loss) $ (62,069 ) $ 9,320
$ 1,032
$ (10,352 ) $ (62,069 )
Other comprehensive income (loss):
Unrealized gain on available for sale security 35
—
—
—
35
Cumulative translation adjustment (257 ) (279 ) 22
257
(257 )
Comprehensive income (loss) $ (62,291 ) $ 9,041
$ 1,054
$ (10,095 ) $ (62,291 )



	Parent			Subsidiary Guarantors		Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net (loss) income	$	(12,671	)	$	20,257	$	415	$	(20,672	)	$	(12,671	)
Other comprehensive income (loss):
Unrealized loss on available for sale security	(3		)	—		—		—			(3		)
Realized gain on available for sale security	(242		)	—		—		—			(242		)
Cumulative translation adjustment	325			2		323		(325		)	325
Comprehensive (loss) income	$	(12,591	)	$	20,259	$	738	$	(20,997	)	$	(12,591	)

Unaudited Condensed Consolidating Statements of Comprehensive (Loss) Income

Six months ended June 30, 2012 (in thousands):



	Parent			Subsidiary Guarantors		Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(12,594	)	$	29,372	$	1,961		$	(31,333	)	$	(12,594	)
Other comprehensive income (loss):
Unrealized gain on available for sale security	193			—		—			—			193
Cumulative translation adjustment	14			55		(41		)	(14		)	14
Comprehensive (loss) income	$	(12,387	)	$	29,427	$	1,920		$	(31,347	)	$	(12,387	)

Unaudited Condensed Consolidating Statements of Comprehensive (Loss) Income

Six months ended June 30, 2013 (in thousands):



	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net (loss) income	$	(74,740	)	$	29,577		$	1,447	$	(31,024	)	$	(74,740	)
Other comprehensive income (loss):
Unrealized gain on available for sale security	32			—			—		—			32
Realized gain on available for sale security	(242		)	—			—		—			(242		)
Cumulative translation adjustment	68			(277		)	345		(68		)	68
Comprehensive (loss) income	$	(74,882	)	$	29,300		$	1,792	$	(31,092	)	$	(74,882	)

1921

Table of Contents

Unaudited Condensed Consolidating Statements of Cash Flows —

~~Three~~Six months ended ~~March 31,~~June 30, 2012 (in thousands):


	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations		Consolidated			Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(16,728	)	$	11,863		$	2,785		$	—	$	(2,080	)	$	(32,360	)	$	34,588		$	3,975		$	—	$	6,203
Net cash provided by operating activities of discontinued operations	—			1,037			—			—		1,037			—			2,017			—			—		2,017
Net cash (used in) provided by operating activities	(16,728		)	12,900			2,785			—		(1,043		)	(32,360		)	36,605			3,975			—		8,220
Cash flows from investing activities:
Capital expenditures	—			(1,473		)	(1,180		)	—		(2,653		)	—			(257		)	(7,220		)	—		(7,477		)
Proceeds from disposition of assets	—			20			—			—		20			—			24			—			—		24
Net cash used in investing activities of continuing operations	—			(1,453		)	(1,180		)	—		(2,633		)	—			(233		)	(7,220		)	—		(7,453		)
Net cash used in investing activities of discontinued operations	—			(241		)	—			—		(241		)
Net cash used in investing activities	—			(1,694		)	(1,180		)	—		(2,874		)
Net cash provided by investing activities of discontinued operations															—			7,528			—			—		7,528
Net cash provided by (used in) investing activities															—			7,295			(7,220		)	—		75
Cash flows from financing activities:
Repayments of long-term debt and capital lease obligations	—			(5		)	—			—		(5		)	—			(11		)	—			—		(11		)
Intercompany receipts (advances)	16,771			(15,874		)	(897		)	—		—			32,403			(35,097		)	2,694			—		—
Proceeds from (repurchase of) sale of parent company stock	(43		)	—			—			—		(43		)
Repurchase of parent company stock															(43		)	—			—			—		(43		)
Cash flows provided by (used in) financing activities	16,728			(15,879		)	(897		)	—		(48		)	32,360			(35,108		)	2,694			—		(54		)
Effect of exchange rate changes in cash	—			56			200			—		256			—			28			(157		)	—		(129		)
Net increase (decrease) in cash	—			(4,617		)	908			—		(3,709		)	—			8,820			(708		)	—		8,112
Cash, beginning of period	—			32,627			6,231			—		38,858			—			32,627			6,231			—		38,858
Cash, end of period	$	—		$	28,010		$	7,139		$	—	$	35,149		$	—		$	41,447		$	5,523		$	—	$	46,970

2022

Table of Contents

Unaudited Condensed Consolidating Statements of Cash Flows —

~~Three~~Six months ended ~~March 31,~~June 30, 2013 (in thousands):


	Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations		Consolidated			Parent			Subsidiary Guarantors			Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(15,892	)	$	6,683		$	1,327		$	—	$	(7,882	)	$	(32,424	)	$	30,583		$	4,612		$	—	$	2,771
Net cash used in operating activities of discontinued operations	—			(59		)	—			—		(59		)	—			(108		)	—			—		(108		)
Net cash (used in) provided by operating activities	(15,892		)	6,624			1,327			—		(7,941		)	(32,424		)	30,475			4,612			—		2,663
Cash flows from investing activities:
Capital expenditures	—			(3,610		)	(1,209		)	—		(4,819		)	—			(6,265		)	(3,999		)	—		(10,264		)
Proceeds from sale of equipment	—			47			2			—		49			—			56			7			—		63
Net cash used in investing activities of continuing operations	—			(3,563		)	(1,207		)	—		(4,770		)
Proceeds from the sale of available for sale securities															242			—			—			—		242
Net cash provided by (used in) investing activities of continuing operations															242			(6,209		)	(3,992		)	—		(9,959		)
Net cash provided by investing activities of discontinued operations	—			7,637			—			—		7,637			—			7,987			—			—		7,987
Net cash provided by (used in) investing activities	—			4,074			(1,207		)	—		2,867			242			1,778			(3,992		)	—		(1,972		)
Cash flows from financing activities:
Repayments of long-term debt and capital lease obligations	—			(5		)	—			—		(5		)	—			(7		)	—			—		(7		)
Intercompany receipts (advances)	15,892			(15,640		)	(252		)	—		—			32,182			(33,633		)	1,451			—		—
Cash flows provided by (used in) financing activities	15,892			(15,645		)	(252		)	—		(5		)	32,182			(33,640		)	1,451			—		(7		)
Effect of exchange rate changes in cash	—			(28		)	(143		)	—		(171		)	—			(28		)	(72		)	—		(100		)
Net decrease in cash	—			(4,975		)	(275		)	—		(5,250		)
Net (decrease) increase in cash															—			(1,415		)	1,999			—		584
Cash, beginning of period	—			53,812			6,090			—		59,902			—			53,812			6,090			—		59,902
Cash, end of period	$	—		$	48,837		$	5,815		$	—	$	54,652		$	—		$	52,397		$	8,089		$	—	$	60,486

Table of Contents

15. Changes in Stockholders' Equity

The following table summarizes the changes in stockholders’ equity during the ~~three~~six months ended ~~March 31,~~June 30, 2013:


	Common Stock			Additional Paid-In Capital			Accumulated other comprehensive income (loss)			Accumulated (deficit)				Total Equity			Common Stock					Additional Paid-In Capital				Accumulated other comprehensive income (loss)				Accumulated (deficit)				Total Equity
	Shares	Amount				Shares							Amount
Balance, January 1, 2013	1,000	$	—			$		639,610		$	(2,554	)				$	(392,649	)	$	244,407	1,000			$	—			$	639,610			$	(2,554	)		$	(392,649	)	$	244,407
Comprehensive loss:
Net loss		—		—			—			(62,069		)		(62,069		)			—			—				—				(74,740		)		(74,740		)
Unrealized gain on available for sale security		—		—			35			—				35					—			—				32				—				32
Realized gain on available for sale security																	—		—			—				(242		)		—				(242		)
Cumulative translation adjustment		—		—			(257		)	—				(257		)			—			—				68				—				68
Total comprehensive loss														(62,291		)																		(74,882		)
Stock-based compensation and other		—		215			—			—				215					—			400				—				—				400
Balance, March 31, 2013	1,000	$	—	$	639,825		$	(2,776	)	$	(454,718	)		$	182,331
Balance, June 30, 2013																	1,000		$	—		$	640,010			$	(2,696	)		$	(467,389	)		$	169,925

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16. Changes in Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss for the three months ended June 30, 2012 (in thousands):



	Defined Benefit Pension Items			Unrealized Gains and Losses on Available-for-Sale Securities		Foreign Currency Items			Total
Balance at April 1, 2012	$	(317	)	$	1,155	$	(1,550	)	$	(712	)
Other comprehensive income before reclassifications	—			193		(540		)	(347		)
Amounts reclassified from accumulated other comprehensive income	—			—		—			—
Net current-period other comprehensive income	—			193		(540		)	(347		)
Balance at June 30, 2012	$	(317	)	$	1,348	$	(2,090	)	$	(1,059	)

The following table summarizes the changes in accumulated other comprehensive income (loss) for the three months ended June 30, 2013 (in thousands):



	Defined Benefit Pension Items			Unrealized Gains and Losses on Available-for-Sale Securities			Foreign Currency Items			Total
Balance at April 1, 2013	$	(1,159	)	$	245		$	(1,862	)	$	(2,776	)
Other comprehensive (loss) income before reclassifications	—			(245		)	325			80
Amounts reclassified from accumulated other comprehensive income	—			—			—			—
Net current-period other comprehensive income	—			(245		)	325			80
Balance at June 30, 2013	$	(1,159	)	$	—		$	(1,537	)	$	(2,696	)

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The following table summarizes the changes in accumulated other comprehensive loss for the ~~three~~six months ended ~~March 31,~~June 30, 2012 (in thousands):


	Defined Benefit Pension Items			Unrealized Gains and Losses on Available-for-Sale Securities		Foreign Currency Items			Total			Defined Benefit Pension Items			Unrealized Gains and Losses on Available-for-Sale Securities		Foreign Currency Items			Total
Balance at January 1, 2012	$	(317	)	$	1,155	$	(2,104	)	$	(1,266	)	$	(317	)	$	1,155	$	(2,104	)	$	(1,266	)
Other comprehensive income before reclassifications	—			—		554			554			—			193		14			207
Amounts reclassified from accumulated other comprehensive income	—			—		—			—			—			—		—			—
Net current-period other comprehensive income	—			—		554			554			—			193		14			207
Balance at March 31, 2012	$	(317	)	$	1,155	(1,550		)	(712		)
Balance at June 30, 2012												$	(317	)	$	1,348	$	(2,090	)	$	(1,059	)

The following table summarizes the changes in accumulated other comprehensive income (loss) for the ~~three~~six months ended ~~March 31,~~June 30, 2013 (in thousands):


	Defined Benefit Pension Items			Unrealized Gains and Losses on Available-for-Sale Securities		Foreign Currency Items			Total			Defined Benefit Pension Items			Unrealized Gains and Losses on Available-for-Sale Securities			Foreign Currency Items			Total
Balance at January 1, 2013	$	(1,159	)	$	210	$	(1,605	)	$	(2,554	)	$	(1,159	)	$	210		$	(1,605	)	$	(2,554	)
Other comprehensive income (loss) before reclassifications	—			35		(257		)	(222		)
Other comprehensive (loss) income before reclassifications												—			(210		)	68			(142		)
Amounts reclassified from accumulated other comprehensive income	—			—		—			—			—			—			—			—
Net current-period other comprehensive income	—			35		(257		)	(222		)	—			(210		)	68			(142		)
Balance at March 31, 2013	$	(1,159	)	$	245	(1,862		)	(2,776		)
Balance at June 30, 2013												$	(1,159	)	$	—		$	(1,537	)	$	(2,696	)

17. Segment Information

Operating segments, as defined under GAAP, are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and assess performance. From 2007 to 2012, the Company has operated centrally with separate and distinct functional leaders for operations, sales, engineering, quality and technology along with information systems, finance and human resources. Through December 31, 2012, the Company operated its facilities under common management reporting on a functional basis to various functional leaders with the Company's Chief Executive Officer with the role chief operating decision maker.

During the first quarter of 2013, the Company reorganized its business into two ~~reportable~~ segments: Advanced Surgical ("AS Segment") and Cardio & Vascular ("CV Segment"). The AS Segment is led by a vice president and general manager who reports to the Chief Executive Officer. This segment produces products for (1) orthopaedics that include joint, spinal, anthroscopy, and trauma products, and (2) endoscopy that include products for gastrointestinal, urology, and laparoscopy products. The CV Segment is also led by a vice president and general manager who reports to the Chief Executive Officer. This segment produces products for (1) cardiac rhythm management that includes pacemakers, implantable defribillators, tools and accessories, (2) cardiovascular that includes cardiac and peripheral stents, guide wires, catheters and delivery systems, and (3) cardiac surgery that includes heart valves, perfusion cannulae kits, vein grafting and bypass instruments. As a result, the Company's reportable segment information has been restated to reflect the current structure.

The Company allocates resources based on revenues as well as earnings before interest, taxes, depreciation, amortization, and other specific and non-recurring items ("Adjusted EBITDA") of each segment. Those expenses not allocable to each segment include non-allocable overhead costs, selling, general and administrative expenses, including human resources, legal, finance, information technology, general and administrative expenses. Non-allocable expenses also include the

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amortization of intangible assets and certain restructuring expenses. Corporate services assets include intangible assets, deferred tax assets and liabilities, cash and cash equivalents, debt and other non-allocated assets.

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The Company's net sales and Adjusted EBITDA by segment as well as a reconciliation of Total Adjusted EBITDA to the consolidated loss from continuing operations before provision for income taxes is as follows (in thousands):


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31, 2012			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012			June 30, 2013
Net sales:
Cardio & vascular	$	77,188		$	75,975
Advanced surgical	49,117			45,191
Cardio & Vascular							$	79,497		$	81,193		$	156,685		$	157,168
Advanced Surgical							49,057			50,467			98,174			95,658
Intersegment	(1,738		)	(368		)	(2,556		)	(927		)	(4,294		)	(1,295		)
Total net sales	$	124,567		$	120,798		$	125,998		$	130,733		$	250,565		$	251,531

Adjusted EBITDA:
Cardio & vascular	$	23,936		$	21,883
Advanced surgical	6,100			4,723
Corporate services	(8,411		)	(8,092		)
Cardio & Vascular							$	23,515		$	23,833		$	47,451		$	45,716
Advanced Surgical							8,016			8,422			14,116			13,145
Corporate Services							(5,364		)	(4,716		)	(13,775		)	(12,808		)
Total Adjusted EBITDA	$	21,625		$	18,514		$	26,167		$	27,539		$	47,792		$	46,053

Reconciliation of Adjusted EBITDA to income from continuing operations before provision for income taxes
Impairment of goodwill	$	—		$	(51,000	)	$	—		$	(12,128	)	$	—		$	(63,128	)
Interest expense, net	(17,242		)	(17,306		)	(17,258		)	(17,271		)	(34,500		)	(34,577		)
Depreciation and amortization	(9,650		)	(8,126		)	(9,838		)	(8,102		)	(19,488		)	(16,228		)
Stock-based compensation - employees	(40		)	(215		)	(142		)	(185		)	(182		)	(400		)
Stock-based compensation - non-employees	(23		)	(30		)	(22		)	(30		)	(45		)	(60		)
Employee severance and relocation	(814		)	(402		)	(556		)	(417		)	(1,370		)	(819		)
Restructuring expenses	(353		)	11			(1,485		)	170			(1,838		)	181
Plant closure costs	(169		)	(1,170		)	(154		)	(47		)	(323		)	(1,217		)
Currency gain/loss	185			(848		)
Gain on disposal of property and equipment	1			44
Currency (loss)							(905		)	(272		)	(720		)	(1,120		)
Gain (loss) on disposal of property and equipment							32			(736		)	33			(692		)
Other taxes	(205		)	(84		)	(110		)	(64		)	(315		)	(148		)
Management fees to stockholder	(335		)	(352		)	(335		)	(352		)	(670		)	(704		)
Gain from the sale of available for sale securities							—			242			—			242
Total adjustments	$	(28,645	)	$	(79,478	)	$	(30,773	)	$	(39,192	)	$	(59,418	)	$	(118,670	)

Loss from continuing operations before provision for income taxes	$	(7,020	)	$	(60,964	)	$	(4,606	)	$	(11,653	)	$	(11,626	)	$	(72,617	)

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The Company's capital expenditures by segment at ~~March 31,~~June 30, 2012 and ~~March 31,~~June 30, 2013 are as follows (in thousands):


	Three Months Ended				Six Months Ended
	March 31, 2012		March 31, 2013		June 30, 2012		June 30, 2013
Capital expenditures:
Cardio & vascular	$	1,403	$	2,660
Advanced surgical	887		2,147
Cardio & Vascular					$	3,787	$	5,590
Advanced Surgical					2,467		4,659
Corporate	363		12		1,223		15
Total capital expenditures	$	2,653	$	4,819	$	7,477	$	10,264

The Company's assets by segment at December 31, 2012 and ~~March 31,~~June 30, 2013 are as follows (in thousands):

December 31,
2012 March 31,
2013
Assets:
  Cardio & vascular $ 606,304
$ 617,100
  Advanced surgical 245,619
184,959
  Corporate services 209,249
198,707
Total assets $ 1,061,172
$ 1,000,766



	December 31, 2012		June 30, 2013
Assets:
Cardio & Vascular	$	606,304	$	620,850
Advanced Surgical	245,619		177,671
Corporate Services	209,249		194,809
Total assets	$	1,061,172	$	993,330

18. Subsequent Events

~~The~~On July 19, 2013, Dean Schauer notified the Company ~~has evaluated~~that he will resign from his position as the ~~period from~~ ~~March 31, 2013~~,Company's Executive Vice President, General Manager, Cardio & Vascular Segment, effective August 16, 2013. A search is underway to identify and hire a replacement. Until a replacement is found, Donald J. Spence, the ~~date~~Company's Chairman and Chief Executive Officer, will serve as interim General Manager of the consolidated financial statements, through the date of the issuance and filing of the unaudited consolidated financial statements, and has determined that no material subsequent events have occurred that would affect the information presented in these unaudited consolidated financial statements or require additional disclosure.Cardio & Vascular Group.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the information in this Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Form 10-Q, including, without limitation, certain statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements. In some cases you can identify these “forward-looking statements” by words like “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continues” or the negative of those words and other comparable words. These forward-looking statements involve risks and uncertainties. Our actual results could differ materially from those indicated in these statements as a result of certain factors as more fully discussed under the heading “Risk Factors” contained in our Annual Report on Form 10-K filed on April 1, 2013 with the Securities and Exchange Commission (File No. 333-130470) for the Company’s fiscal year ended December 31, ~~2012.~~2012. The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included herein.

We undertake no obligation to update publicly or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Unless the context otherwise requires, references in this Form 10-Q to “Accellent,” "the Company", “we,” “our” and “us” refer to Accellent Inc. and its consolidated subsidiaries.

Overview

We believe that we are a leading provider of outsourced precision manufacturing and engineering services in our target markets of the medical device industry. We offer our customers design and engineering, precision component manufacturing, device assembly and supply chain management services. We have extensive resources focused on providing our customers with reliable, high quality, cost-efficient, integrated outsourced solutions. Based on discussions with our customers, we believe we often become the sole supplier of manufacturing services for the products we provide to our customers.

We primarily focus on leading companies in large and growing markets within the medical device industry including cardiology, endoscopy, and orthopaedics. Our customers include many of the leading medical device companies including Abbott Laboratories, Boston Scientific, Johnson & Johnson, Medtronic, Smith & Nephew, St. Jude Medical, and Stryker. While sales are aggregated by us to the ultimate parent of a customer, we typically generate diversified revenue streams within these large customers across separate customer divisions and multiple products.

During each of the three and six months ended ~~March 31,~~June 30, 2012 ~~and 2013,~~, our ten largest customers accounted for approximately 66% of our consolidated net sales. ~~Four~~During the three and six months ended June 30, 2013, our ten largest customers accounted for approximately 68% and 67% of our consolidated net sales, respectively. Three customers each accounted for 10% or more of our consolidated net sales during the three and sixmonths ended ~~March 31,~~June 30, 2012 and ~~2013.~~four customers each accounted for 10% or more of our consolidated net sales during the three and six months ended June 30, 2013. We expect net sales from our largest customers to continue to constitute a significant portion of our net sales in the future.

The actual percentage of net sales derived from each customer whose sales represented 10% or more of our consolidated net sales were as follows for the periods presented:


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31, 2012		March 31, 2013		June 30, 2012		June 30, 2013		June 30, 2012		June 30, 2013
Customer A	13	%	15	%	13	%	17	%	13	%	16	%
Customer B	17	%	13	%	16	%	14	%	17	%	14	%
Customer C	11	%	11	%	11	%	11	%	11	%	11	%
Customer D	10	%	10	%	*		10	%	*		10	%

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Recent Developments

Segment Reporting

During the first quarter of 2013, we reorganized our business into two ~~reportable~~ segments: Advanced Surgical ("AS Segment") and Cardio & Vascular ("CV Segment"). The AS Segment produces products for (1) orthopaedics that include

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joint, spinal, anthroscopy, and trauma products, and (2) endoscopy that include products for gastrointestinal, urology, and laparoscopy products. The CV Segment produces products for (1) cardiac rhythm management that includes pacemakers, implantable defribillators, tools and accessories, (2) cardiovascular that includes cardiac and peripheral stents, guide wires, catheters and delivery systems, and (3) cardiac surgery that includes heart valves, perfusion cannulae kits, vein grafting and bypass instruments. We have presented prior period information for 2012 to conform to current year presentation of our reportable segments.

Discontinued Operations

As part of our continuing efforts to better focus its efforts and align with its customers, we discontinued certain businesses. We accounted for these businesses as discontinued operations and, accordingly, have presented the results of operations and related cash flows as discontinued operations for all periods presented. As of December 31, 2012, the assets of these businesses were sold.

We recorded the following amounts as net income on discontinued operations during the periods ended (in thousands):


	Three Months Ended				Three Months Ended				Six Months Ended
	March 31, 2012		March 31, 2013		June 30, 2012		June 30, 2013		June 30, 2012		June 30, 2013
Loss on disposition of discontinued operations	$	—	$	—	$	—	$	—	$	—	$	—
Income from discontinued operations	621		—		129		—		750		—
Net income from discontinued operations, net of tax	$	621	$	—	$	129	$	—	$	750	$	—

Results of Operations

Three Months Ended ~~March 31,~~June 30, 2013 Compared to Three Months Ended ~~March 31,~~June 30, 2012

The following table sets forth our operating data derived from the unaudited condensed consolidated statements of continuing operations for the three months ended ~~March 31,~~June 30, 2012 and 2013, presented as a percentage of net sales.


	Three Months Ended				Three Months Ended
	March 31, 2012		March 31, 2013		June 30, 2012		June 30, 2013
STATEMENT OF OPERATIONS DATA:
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	76.3		78.6		73.8		72.9
Gross profit	23.7		21.4		26.2		27.1
Selling, general and administrative expenses	11.9		11.8		11.0		9.8
Research and development expenses	0.4		0.4		0.4		0.4
Impairment of goodwill	—		42.2		—		9.3
Restructuring expenses and other	0.3		(0.1	)	1.1		0.4
Amortization of intangible assets	3.0		3.1		3.0		2.9
Income from continuing operations	8.1	%	(36.0	)%	10.7	%	4.3	%

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Net Sales

The following table shows the net sales by segment for the three months ended ~~March 31,~~June 30, 2012 and ~~March 31, 2013(in~~June 30, 2013 (in thousands):


	Three Months Ended									Three Months Ended
	March 31, 2012		March 31, 2013		Increase(Decrease)			% Change		June 30, 2012		June 30, 2013		Increase(Decrease)		% Change
Net Sales:
Cardio & vascular segment	$	76,901	$	75,853	$	(1,048	)	(1.4	)%
Advanced surgical segment	47,666		44,945		(2,721		)	(5.7	)%
Cardio & Vascular segment										$	79,010	$	80,726	$	1,716	2.2	%
Advanced Surgical segment										46,988		50,007		3,019		6.4	%
Total Net Sales	$	124,567	$	120,798	$	(3,769	)	(3.0	)%	$	125,998	$	130,733	$	4,735	3.8	%

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Net sales for the three months ended ~~March 31,~~June 30, 2013 were ~~$120.8~~$130.7 million, ~~a decrease~~an increase of ~~$3.8~~$4.7 million, or ~~3.0%~~3.8%, compared to net sales of ~~$124.6~~$126.0 million for the three months ended ~~March 31, 2012.~~June 30, 2012. Net sales were impacted by positive volume increases in both segments of approximately $7.1 million. Increases in volume were offset by price decreases of ~~$1.9~~$2.1 million, ~~$0.6~~and $0.3 million related to decreased sales of platinum, ~~primarily from passing through to our customers,~~ changes in precious metal prices ~~which~~ do not benefit gross ~~profit, and~~profit. Net sales were also impacted by minimal ~~impact of~~fluctuations in foreign currency values. ~~In addition approximately $1.3 million of the decrease was impacted by a reduction in volume in the AS segment offset in part by an increase in volume in the CV segment.~~

Net sales for the three months ended ~~March 31,~~June 30, 2013 for the ~~cardio & vascular segment~~CV Segment were ~~$75.9~~$80.7 million, ~~a decrease~~an increase of ~~$1.0~~$1.7 million, or ~~1.4%~~2.2%, compared to net sales of ~~$76.9~~$79.0 million for the three months ended ~~March 31, 2012.~~June 30, 2012. The ~~decline~~increase in net sales for the ~~cardio & vascular segment~~CV Segment is primarily attributed to increased volume of approximately $3.4 million, offset by price decreases of $1.4 million and ~~$0.6~~$0.3 million ofrelated to decreased sales of platinum. ~~The decrease was offset~~Net sales were also impacted by minimal fluctuations in ~~part by approximately $1.0 million related to increased volume.~~foreign currency values.

Net sales for the three months ended ~~March 31,~~June 30, 2013 for the ~~advanced surgical segment~~AS Segment were ~~$44.9~~$50.0 million, ~~a decrease~~an increase of ~~$2.7~~$3.0 million, or ~~5.7%~~6.4%, as compared to net sales of ~~$47.7~~$47.0 million for the ~~same period last year.~~three months ended June 30, 2012. The ~~decline~~increase in net sales for the ~~advanced surgical segment~~AS Segment is primarily related to ~~declines~~increases in volume of $3.7 million, offset by decreases in ~~the orthopaedic and spine market.~~price of $0.7 million.

Cost of sales

The following table shows the cost of sales by segment for the three months ended ~~March 31,~~June 30, 2012 and ~~March 31,~~June 30, 2013 (in thousands):


	Three Months Ended									Three Months Ended
	March 31, 2012		March 31, 2013		Increase (Decrease)			% Change		June 30, 2012		June 30, 2013		Increase (Decrease)		% Change
Cost of Sales:
Cardio & vascular segment	$	53,390	$	55,213	$	1,823		3.4	%
Advanced surgical segment	41,716		39,715		(2,001		)	(4.8	)%
Cardio & Vascular segment										$	55,043	$	55,223	$	180	0.3	%
Advanced Surgical segment										37,971		40,107		2,136		5.6	%
Total cost of sales	$	95,106	$	94,928	$	(178	)	(0.2	)%	$	93,014	$	95,330	$	2,316	2.5	%

Cost of sales ~~was $94.9~~were $95.3 million for the three months ended ~~March 31,~~June 30, 2013 compared to ~~$95.1~~$93.0 million for the three months ended ~~March 31,~~June 30, 2012 ~~a decrease~~, an increase of ~~$0.2~~$2.3 million, or ~~0.2%~~2.5%. Cost of sales reflects our variable manufacturing and fixed overhead costs necessary to produce products for our customers. The ~~decrease~~increase in cost of sales is primarily attributable to ~~lower~~higher costs from increased volume comprised of the following: material ~~costs resulting from the sales decrease~~increases of $2.1 million, which included $0.3 million of platinum cost pass through, $0.8 million related to ~~platinum~~increased manufacturing staffing, and ~~other materials totaling approximately $1.1~~$1.0 million and lower depreciation of $1.4 million. These decreases were offset by increased medical expenses of $1.6 million, $0.2 million resulting from higher variable manufacturing costs attributable primarily to higher wages, and approximately $0.5 million primarily due to lower utilization of our fixed cost infrastructure. These increases were offset by $1.6 million of lower depreciation.

Cost of sales for the ~~cardio & vascular segment~~CV Segment for the three months ended ~~March 31,~~June 30, 2013 ~~was~~ were $55.2 million compared to ~~$53.4~~$55.0 million for the three months ended ~~March 31,~~June 30, 2012, an increase of ~~$1.8~~$0.2 million, or ~~3.4%~~0.3%. The increase in cost of sales for the ~~cardio & vascular segment~~CV Segment was primarily ~~related~~attributable to ~~$0.9~~material increases of $0.4 million, which included $0.3 million of platinum cost pass through, and $0.6 million due to lower utilization of our fixed cost ~~infrastructure, $0.9~~infrastructure. These increases were offset by $0.1 million ~~from increased medical benefit expenses,~~related to decreased manufacturing staffing, and ~~$0.8~~$0.7 million of ~~increased staffing levels. The increase was offset in part by approximately $0.5 million of decreased depreciation expense and approximately $0.3 million of platinum and other material costs.~~lower depreciation.

Cost of sales for the ~~advanced surgical segment~~AS Segment for the three months ended ~~March 31,~~June 30, 2013 ~~was $39.7~~ were $40.1 million compared to ~~$41.7~~$38.0 million for the three months ended ~~March 31,~~June 30, 2012 ~~a decrease~~, an increase of ~~$2.0~~$2.1 million, or ~~4.8%~~5.6%. The ~~decrease~~increase in cost of sales for the ~~advanced surgical segment~~AS Segment was primarily attributable to ~~lower~~ material ~~costs on decreased volume~~increases of ~~$0.8~~$1.7 million, $0.9 million ~~in decreased depreciation expense, $0.7 million in lower~~related to increased manufacturing staffing ~~levels,~~ and $0.4 million ~~related~~due to lower utilization of our fixed cost infrastructure. ~~The decrease was~~These increases were offset ~~in part~~ by ~~an increase of approximately $0.7~~$0.9 million of ~~increased medical benefit expense.~~

lower depreciation.

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Gross profit

The following table shows the gross profit by segment for the three months ended ~~March 31,~~June 30, 2013 and June 30, 2012 ~~and March 31, 2013~~ (in thousands):


	Three Months Ended									Three Months Ended
	March 31, 2012		March 31, 2013		Increase (Decrease)			% Change		June 30, 2012		June 30, 2013		Increase (Decrease)		% Change
Gross Profit:
Cardio & vascular segment	$	23,511	$	20,640	$	(2,871	)	(12.2	)%
Advanced surgical segment	5,950		5,230		(720		)	(12.1	)%
Cardio & Vascular segment										$	23,967	$	25,503	$	1,536	6.4	%
Advanced Surgical segment										9,017		9,900		883		9.8	%
Total gross profit	$	29,461	$	25,870	$	(3,591	)	(12.2	)%	$	32,984	$	35,403	$	2,419	7.3	%

Gross profit was ~~$25.9~~$35.4 million, or ~~21.4%~~27.1%, of net sales, for the three months ended ~~March 31,~~June 30, 2013 compared to ~~$29.5~~$33.0 million, or ~~23.7%~~26.2%, of net sales for the three months ended ~~March 31, 2012.~~June 30, 2012. As a percentage of sales, gross profit ~~decreased 2.3%~~increased 0.9% during the three months ended ~~March 31,~~June 30, 2013 compared to the three months ended ~~March 31,~~June 30, 2012 primarily due to ~~lower~~increased sales volume and higher overhead costs. Consolidated gross profit declined primarily as a result of a reduction of sales, an increase in overhead expenses as described above, offset in part by lower depreciation expense.volume.

Gross profit for the ~~cardio & vascular segment~~CV Segment for the three months ended ~~March 31,~~June 30, 2013 was ~~$20.6~~$25.5 million compared to ~~$23.5~~$24.0 million for the three months ended ~~March 31,~~June 30, 2012 ~~a decrease~~, an increase of ~~$2.9~~$1.5 million, or ~~12.2%. The decrease~~6.4%, primarily attributable to increased sales volume, offset in ~~gross profit for the cardio & vascular segment was primarily related to an increase in medical expenses and lower utilization of our fixed cost infrastructure.~~part by higher manufacturing costs.

Gross profit for the ~~advanced surgical segment~~A for the three months ended ~~March 31,~~June 30, 2013 was ~~$5.2~~$9.9 million compared to ~~$6.0~~$9.0 million for the three months ended ~~March 31,~~June 30, 2012 ~~a decrease~~, an increase of ~~$0.7~~$0.9 million, or ~~12.1%. The decrease in gross profit for the advanced surgical segment was~~9.8%, primarily ~~a result of the lower revenue~~attributable to increased sales volume, offset in part by ~~lower variable~~higher manufacturing costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, or SG&A, were ~~$14.2~~$12.8 million for the three months ended ~~March 31,~~June 30, 2013 compared to ~~$14.8~~$13.8 million for the three months ended ~~March 31, 2012.~~June 30, 2012. The ~~$0.6~~$1.0 million decrease in SG&A expenses ~~was~~were primarily ~~related~~attributable to lower compensation costs, ~~utility expenses~~professional fees and depreciation.

Research and Development Expenses

Research and development, or R&D, expenses for ~~the three months ended March 31, 2013 were $0.5 million for~~ each of the three months ended ~~March 31,~~June 30, 2013 and ~~March 31, 2012.~~June 30, 2012 were approximately $0.5 million. R&D expenses represent costs related to the development of new or improved manufacturing technologies.

Impairment of Goodwill

During the first quarter of 2013, we reorganized our business into two ~~reportable~~ segments, as noted ~~above~~above. As a result, our reportable segment information has been restated to reflect the current structure. The evaluation of the reporting units has also been reassessed and changed to reflect the current structure and operations. During the first quarter of fiscal 2013, goodwill was reassigned to the new reporting units based on the relative fair values of the reporting units. This resulted in goodwill of $134.0 million being assigned to its ~~Advanced Surgical~~AS reporting unit, and $485.4 million being assigned to its ~~Cardio & Vascular~~CV reporting unit.

After preliminary allocation of the goodwill, the carrying amount of the ~~Advanced Surgical~~AS reporting unit exceeds its fair value by approximately $16 million, which required us to perform an interim goodwill impairment test for the ~~Advanced Surgical~~AS reporting unit. Pursuant to the next step of impairment testing, we calculated an implied fair value of goodwill based on a hypothetical purchase price allocation. AsDuring the first quarter of 2013, the ~~date of this filing, we have~~Company had not finalized this step of ~~the~~its impairment testing due to the complexities involved in estimating fair value. ~~Based on~~In accordance with accounting guidance, the ~~best estimate as of the date of this filing, we~~Company recognized an estimated impairment charge and recorded a pre-tax goodwill impairment charge of $51.0 million asin the first quarter of ~~March 31,~~ 2013. ~~We plan to finalize~~The Company finalized the second step ~~two~~of the analysis in the second quarter of 2013 and recorded an additional pre-tax goodwill impairment charge of $12.1 million for a total pre-tax goodwill impairment charge of $63.1 million as of June 30, 2013.

Goodwill impairment charges are excluded by management for purposes of evaluating operating performance and assessing liquidity.

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Interest Expense, net

Interest expense, net, was $17.3 million ~~and $17.2 million~~ for each of the three month periods ended ~~March 31,~~June 30, 2013 and ~~March 31,~~June 30, 2012 ~~respectively.~~.

Other (Expense) Income, net

Other (expense) income, net was ($0.1) million and ~~$0.2~~($0.9) million for the three month periods ended ~~March 31,~~June 30, 2013 and ~~March 31,~~June 30, 2012, respectively. Included in other (expense) income, net are foreign currency gains and losses. During the three months ended ~~March 31,~~June 30, 2013, we recorded a currency loss of approximately ~~$0.8~~$0.3 million compared to a ~~gain~~loss of approximately ~~$0.2~~$0.9 million during the three months ended ~~March 31, 2012.~~June 30, 2012. The change is due to fluctuation in foreign currency exchange rates during the three months ended ~~March 31,~~June 30, 2013 compared to the three months ended ~~March 31, 2012.~~June 30, 2012. In addition, we recorded ~~a gain~~an income of ~~$0.7~~$0.2 million during the three months ended June 30, 2013 related to ~~a distribution from the demutualization~~sales of ~~an insurance company that carries our product liability insurance.~~available for sales securities.

Income Tax Expense

Income tax expense for the three months ended ~~March 31,~~June 30, 2013 was ~~$1.1~~$1.0 million and included ~~$0.7~~$0.7 million of deferred income tax expense for differences in the book and tax treatment of goodwill and ~~$0.4~~$0.3 million in state and foreign income taxes. Income tax expense for the three months ended ~~March 31,~~June 30, 2012 was ~~$0.6~~$1.1 million and included approximately $0.7 million of deferred income tax expense for differences in the book and tax treatment of goodwill offset in part by $~~0.1~~0.4 million in state and foreign income taxes refund.

Six Months Ended June 30, 2013 Compared to Six Months Ended June 30, 2012

The following table sets forth our operating data derived from the unaudited condensed consolidated statements of continuing operations for the six months ended June 30, 2012 and 2013, presented as a percentage of net sales.



	Six Months Ended
	June 30, 2012		June 30, 2013
STATEMENT OF OPERATIONS DATA:
Net sales	100.0	%	100.0	%
Cost of sales	75.1		75.6
Gross profit	24.9		24.4
Selling, general and administrative expenses	11.4		10.7
Research and development expenses	0.4		0.4
Impairment of goodwill	—		25.1
Restructuring expenses and other	0.7		0.2
Amortization of intangible assets	3.0		3.0
Income from continuing operations	9.4	%	(15.0	)%

Net Sales

The following table shows the net sales by segment for the six months ended June 30, 2012 and June 30, 2013 (in thousands):



	Six Months Ended
	June 30, 2012		June 30, 2013		Increase(Decrease)		% Change
Net Sales:
Cardio & Vascular segment	$	155,911	$	156,579	$	668	0.4	%
Advanced Surgical segment	94,654		94,952		298		0.3	%
Total Net Sales	$	250,565	$	251,531	$	966	0.4	%

Net sales for the six months ended June 30, 2013 were $251.5 million, an increase of approximately $1.0 million, or 0.4%, compared to net sales of $250.6 million for the six months ended June 30, 2012. Net sales were impacted by positive volume increases in both segments of approximately $5.9 million. Increases in volume were offset by price decreases of $4.0 million and $0.9 million related to decreased sales of platinum, changes in precious metal prices do not benefit gross profit. Net sales were also impacted by minimal fluctuations in foreign currency values.

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Net sales for the six months ended June 30, 2013 for the CV Segment were $156.6 million, an increase of $0.7 million, or 0.4%, compared to net sales of $155.9 million for the six months ended June 30, 2012. The increase in net sales for the CV Segment is primarily attributed to increased volume of $4.4 million offset by price decreases of $2.8 million and $0.9 million related to decreased sales of platinum.

Net sales for the six months ended June 30, 2013 for the AS Segment were $95.0 million, an increase of $0.3 million, or 0.3%, as compared to net sales of $94.7 million for the six months ended June 30, 2012. The increase in net sales for the AS Segment is primarily related to increases in volume of $1.5 million offset by decreases in price of $1.2 million.

Cost of sales

The following table shows the cost of sales by segment for the six months ended June 30, 2012 and June 30, 2013 (in thousands):



	Six Months Ended
	June 30, 2012		June 30, 2013		Increase (Decrease)		% Change
Cost of Sales:
Cardio & Vascular segment	$	108,433	$	110,436	$	2,003	1.8	%
Advanced Surgical segment	79,687		79,822		135		0.2	%
Total cost of sales	$	188,120	$	190,258	$	2,138	1.1	%

Cost of sales were $190.3 million for the six months ended June 30, 2013 compared to $188.1 million for the six months ended June 30, 2012, an increase of $2.1 million, or 1.1%. Cost of sales reflects our variable manufacturing and fixed overhead costs necessary to produce products for our customers. The increase in cost of sales is primarily attributable to higher costs from increased volume comprised of the following: material increases of $0.3 million which included $0.9 million of platinum cost pass through, $0.9 million related to increased manufacturing staffing, approximately $1.9 million of increased medical benefit expense, and $2.0 million due to lower utilization of our fixed cost infrastructure. These increases were offset by $3.0 million of lower depreciation.

Cost of sales for the CV Segment for the six months ended June 30, 2013 was $110.4 million compared to $108.4 million for the six months ended June 30, 2012, an increase of $2.0 million, or 1.8%. The increase in cost of sales for the CV Segment was primarily attributable to overhead staffing increases of $1.0 million, $1.1 million of increased medical benefit expense, and $1.6 million due to lower utilization of our fixed cost infrastructure. These increases were offset by material decreases of $0.2 million which included $0.9 million of platinum cost pass through, $0.3 million related to decreased manufacturing staffing, and $1.2 million of lower depreciation.

Cost of sales for the AS Segment for the six months ended June 30, 2013 was $79.8 million compared to $79.7 million for the six months ended June 30, 2012, an increase of $0.1 million, or 0.2%. The increase in cost of sales for the AS Segment was primarily attributable to increased material cost of $0.5 million, $1.2 million related to increased manufacturing staffing, $0.8 million of increased medical benefit expense, and $0.4 million due to lower utilization of our fixed cost infrastructure. These increases were offset by lower overhead staffing costs of $1.0 million, and $1.8 million of lower depreciation.

Gross profit

The following table shows the gross profit by segment for the six months ended June 30, 2013 and June 30, 2012 (in thousands):



	Six Months Ended
	June 30, 2012		June 30, 2013		Increase (Decrease)			% Change
Gross Profit:
Cardio & Vascular segment	$	47,478	$	46,143	$	(1,335	)	(2.8	)%
Advanced Surgical segment	14,967		15,130		163			1.1	%
Total gross profit	$	62,445	$	61,273	$	(1,172	)	(1.9	)%

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Gross profit was $61.3 million, or 24.4%, of net sales, for the six months ended June 30, 2013 compared to $62.4 million, or 24.9%, of net sales for the six months ended June 30, 2012. As a percentage of sales, gross profit decreased 0.5% during the six months ended June 30, 2013 compared to the six months ended June 30, 2012 driven primarily by the CV Segment.

Gross profit for the CV Segment for the six months ended June 30, 2013 was $46.1 million compared to $47.5 million for the six months ended June 30, 2012, a decrease of approximately $1.3 million, or 2.8%. The decrease in gross profit for the CV Segment was primarily a result of cost of sales growth, as described above, at a higher rate than revenue growth.

Gross profit for the AS Segment for the six months ended June 30, 2013 was $15.1 million compared to $15.0 million for the six months ended June 30, 2012, an increase of $0.1 million, or 1.1%. The increase in gross profit for the AS Segment was primarily a result the increase in sales offset in part by higher cost of sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses, or SG&A, were $27.0 million for the six months ended June 30, 2013 compared to $28.7 million for the six months ended June 30, 2012. The $1.7 million decrease in SG&A expenses was primarily attributable to lower compensation costs, utility expenses, professional fees and depreciation.

Research and Development Expenses

Research and development, or R&D, expenses for the six months ended June 30, 2013 were approximately $1.0 million for each of the six months ended June 30, 2013 and June 30, 2012. R&D expenses represent costs related to the development of new or improved manufacturing technologies.

Impairment of Goodwill

During the first quarter of 2013, we reorganized our business into two segments, as noted above. As a result, our reportable segment information has been restated to reflect the current structure. The evaluation of the reporting units has also been reassessed and changed to reflect the current structure and operations. During the first quarter of fiscal 2013, goodwill was reassigned to the new reporting units based on the relative fair values of the reporting units. This resulted in goodwill of $134.0 million being assigned to its AS reporting unit, and $485.4 million being assigned to its CV reporting unit.

After preliminary allocation of the goodwill, the carrying amount of the AS reporting unit exceeds its fair value by approximately $16 million, which required us to perform an interim goodwill impairment test for the AS reporting unit. Pursuant to the next step of impairment testing, we calculated an implied fair value of goodwill based on a hypothetical purchase price allocation. During the first quarter of 2013, the Company had not finalized this step of its impairment testing due to the complexities involved in estimating fair value. In accordance with accounting guidance, the Company recognized an estimated impairment charge and recorded a pre-tax goodwill impairment charge of $51.0 million during the first quarter of 2013. The Company finalized the second step of the analysis in the second quarter of 2013 and recorded an additional pre-tax goodwill impairment charge of $12.1 million for a total pre-tax goodwill impairment charge of $63.1 million as of June 30, 2013.

Goodwill impairment charges are excluded by management for purposes of evaluating operating performance and assessing liquidity.

Interest Expense, net

Interest expense, net, was $34.6 million and $34.5 million for the six month periods ended June 30, 2013 and June 30, 2012, respectively.

Other (Expense) Income, net

Other (expense) income, net was ($0.2) million and ($0.7) million for the six month periods ended June 30, 2013 and June 30, 2012, respectively. Included in other (expense) income, net are foreign currency gains and losses. During the six months ended June 30, 2013, we recorded a currency loss of approximately $1.1 million compared to a loss of approximately $0.7 million during the six months ended June 30, 2012. The change is due to fluctuation in foreign currency exchange rates during the six months ended June 30, 2013 compared to the six months ended June 30, 2012. In addition, we recorded income of $0.9 million during the six months ended June 30, 2013 related to a distribution from the demutualization of an insurance company that carries our product liability insurance and sales of available for sale securities in 2013.

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Income Tax Expense

Income tax expense for the six months ended June 30, 2013 was $2.1 million and included $1.3 million of deferred income tax expense for differences in the book and tax treatment of goodwill and $0.6 million in state and foreign income taxes. Income tax expense for the six months ended June 30, 2012 was $1.7 million and included approximately $1.5 million of deferred income tax expense for differences in the book and tax treatment of goodwill offset in part by $0.2 million in state and foreign income taxes refund.

Liquidity and Capital Resources

Our principal source of liquidity is our cash flow from continuing operations and borrowings available to us under our $75 million ABL Revolver. At ~~March 31,~~June 30, 2013, we had ~~$12.9~~$10.9 million of letters of credit outstanding and no outstanding loans under the ABL Revolver. As of ~~March 31,~~June 30, 2013, our total indebtedness amounted to $715.0 million.

Cash ~~used in~~provided by operating activities of continuing operations was ~~$7.9~~$2.8 million during the ~~three~~six months ended ~~March 31,~~June 30, 2013 compared to cash ~~used in~~provided by continuing operations of ~~$2.1~~$6.2 million during the ~~three~~six months ended ~~March 31,~~June 30, 2012, an increase of ~~$5.8~~$3.4 million used by operating activities of continuing operations. ~~The increase is primarily a result of a higher net loss as well as a decrease in depreciation and amortization expense.~~

Cash used in investing activities of continuing operations was ~~$4.8~~$10.0 million during the ~~three~~six months ended ~~March 31,~~June 30, 2013 compared to ~~$2.6~~$7.5 million during the ~~three~~six months ended ~~March 31, 2012.~~June 30, 2012. The increase in cash used for investing activities of continuing operations was primarily related to an increase in capital expenditures. Cash provided by investing activities of discontinued operations was ~~$7.6~~$8.0 million during the ~~three~~six months ended ~~March 31,~~June 30, 2013 while cash ~~used in~~provided by investing activities of discontinued operations was ~~$0.2~~$7.5 million for the ~~three~~six months ended ~~March 31, 2012.~~June 30, 2012. The increase in cash provided by investing activities of discontinued operations was primarily related to the receipt of proceeds from the sale of our Watertown, CT ~~facility.~~facility, during the six months ended June 30, 2013.

The Company's cash used in financing activities for ~~both~~ the ~~three~~six months ended ~~March 31,~~June 30, 2013 and ~~March 31,~~June 30, 2012 was not significant.

Our planned capital expenditures for 2013 include investments related to new business opportunities, upgrades of our existing equipment infrastructure and information technology enhancements. We expect that these investments will be financed from cash flows from continuing operations.

As of ~~March 31,~~June 30, 2013, we have a liability of ~~$1.6~~$1.4 million, of which the Company expects to pay $0.1 million during 2013, for environmental clean-up matters. The United States Environmental Protection Agency, or EPA, issued an Administrative Consent Order in July 1988 requiring UTI, our subsidiary, to study and, if necessary, remediate the groundwater and soil beneath and around its plant in Collegeville, Pennsylvania. Since that time, UTI has implemented and is operating successfully a TCE contamination well pumping treatment system approved by the EPA. We expect to pay approximately $0.1 million of ongoing annual operating costs during each of the next five years relating to this remediation effort. Our environmental accrual at ~~March 31,~~June 30, 2013 includes ~~$1.5~~$1.4 million related to our Collegeville location. ~~The remaining environmental accrual, related to our other locations, was $0.1 million at March 31, 2013.~~

Our ability to make payments on our indebtedness and to fund planned capital expenditures, other expenditures and long-term liabilities, and necessary working capital will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based on our current level of operations, we believe our cash flow from continuing operations and available borrowings under

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the ABL Revolver will be adequate to meet our liquidity requirements for the next 12 months. However, no assurance can be given that this will be the case.

Indebtedness

At ~~March 31,~~June 30, 2013, our aggregate debt was approximately $715.0 million, substantially all of which is due in 2017. Our debt consisted of our senior secured notes bearing interest at 8.375% (the “Senior Secured Notes”) and our senior subordinated notes that bear interest at 10% (the “Senior Subordinated Notes”). In addition, we have a $75 million asset based revolving credit facility. Our revolving credit facility afforded us borrowing capacity of ~~$30.8~~$33.2 million at ~~March 31,~~June 30, 2013, after collaterlizing approximately ~~$12.9~~$10.9 million of letters of credit. No amounts have been drawn under the facility since it was put in place in January 2010. As of ~~March 31,~~June 30, 2013, we were in compliance with the covenants of our debt agreements.

Other Key Indicators of Financial Condition and Operating Performance

EBITDA and Adjusted EBITDA presented on a continuing operations basis in this Quarterly Report on Form 10-Q are supplemental measures of our performance that are not required by, or presented in accordance with generally accepted accounting principles in the United States, or GAAP. EBITDA and Adjusted EBITDA are not measures of our financial

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performance under GAAP and should not be considered as alternatives to net loss or any other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity.

EBITDA represents net loss before net interest expense, income tax expense, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to give effect to unusual items, non-cash items and other adjustments, all of which are defined in the indentures governing the Senior Subordinated Notes and the Senior Secured Notes and the credit agreement governing the ABL Revolver. We believe that the inclusion of EBITDA and Adjusted EBITDA in this Quarterly Report on Form 10-Q is appropriate to provide additional information to investors regarding certain thresholds based on Adjusted EBITDA that we may be required to meet in certain cases that are included in the indentures governing the Senior Subordinated Notes and the Senior Secured Notes and the credit agreement governing the ABL Revolver. There are no material differences in the manner in which EBITDA and Adjusted EBITDA were determined in the past under our credit agreement, as amended.

We also present EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of high yield issuers, many of which present EBITDA when reporting their results. We believe EBITDA facilitates operating performance comparison from period to period and company to company by backing out differences caused by variations in capital structures, tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses) and the age and book depreciation of facilities and equipment (affecting relative depreciation expense).

In determining Adjusted EBITDA, as permitted by the terms of our indebtedness, we eliminate the impact of a number of items. For the reasons indicated herein, you are encouraged to evaluate each adjustment and whether you consider it appropriate. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in the presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

they do not reflect our cash expenditures for capital expenditure or contractual commitments;

they do not reflect changes in, or cash requirements for, our working capital requirements;

they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our indebtedness;

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect cash requirements for such replacements;

Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, as discussed in our presentation of “Adjusted EBITDA” in this report; and

other companies, including other companies in our industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

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Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as measures of discretionary cash available to us to invest in the growth of our business or reduce our indebtedness. For these purposes, we rely on our GAAP results. For more information, see our unaudited condensed consolidated financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q.

The following table sets forth a reconciliation of net loss to EBITDA for the periods indicated (in thousands):


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31, 2012			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012			June 30, 2013
RECONCILIATION OF NET LOSS TO EBITDA:
Net loss	$	(6,986	)	$	(62,069	)	$	(5,608	)	$	(12,671	)	$	(12,594	)	$	(74,740	)
Interest expense, net	17,242			17,306			17,258			17,271			34,500			34,577
Provision for income taxes	587			1,105			1,131			1,018			1,718			2,123
Depreciation and amortization	9,650			8,126			9,838			8,102			19,488			16,228
EBITDA	$	20,493		$	(35,532	)	$	22,619		$	13,720		$	43,112		$	(21,812	)

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The following table sets forth a reconciliation of EBITDA to Adjusted EBITDA for the periods indicated (in thousands):


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31, 2012			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012			June 30, 2013
EBITDA	$	20,493		$	(35,532	)	$	22,619		$	13,720		$	43,112		$	(21,812	)
Adjustments:
Impairment of goodwill	—			51,000			—			12,128			—			63,128
Stock-based compensation – employees	40			215			142			185			182			400
Stock-based compensation - non-employees	23			30			22			30			45			60
Employee severance and relocation	814			402			556			417			1,370			819
Income from discontinued operations, net	(621		)	—			(129		)	—			(750		)	—
Restructuring expenses	353			(11		)	1,485			(170		)	1,838			(181		)
Plant closure costs	169			1,170			154			47			323			1,217
Currency (gain) loss	(185		)	848
Gain on disposal of assets	(1		)	(44		)
Currency loss							905			272			720			1,120
(Gain) loss on disposal of assets							(32		)	736			(33		)	692
Other taxes	205			84			110			64			315			148
Management fees to stockholder	335			352			335			352			670			704
Gain from the sale of available for sale securities							—			(242		)	—			(242		)
Adjusted EBITDA	$	21,625		$	18,514		$	26,167		$	27,539		$	47,792		$	46,053

The differences between Adjusted EBITDA and cash flows used in operating activities are summarized as follows (in thousands):


	Three Months Ended						Three Months Ended						Six Months Ended
	March 31, 2012			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012			June 30, 2013
Adjusted EBITDA	$	21,625		$	18,514		$	26,167		$	27,539		$	47,792		$	46,053
Net changes in operating assets and liabilities	(5,589		)	(6,362		)	1,411			884			(4,178		)	(5,478		)
Interest expense, net	(17,242		)	(17,306		)	(17,258		)	(17,271		)	(34,500		)	(34,577		)
Deferred tax provision	738			422			741			682			1,479			1,104
Income tax (expense)	(587		)	(1,105		)	(1,131		)	(1,018		)	(1,718		)	(2,123		)
Amortization of debt discount and non-cash interest	756			800			777			819			1,533			1,619
Other items, net	(744		)	(2,904		)	(1,444		)	(1,031		)	(2,188		)	(3,935		)
Net cash (used in) operating activities	$	(1,043	)	$	(7,941	)
Net cash (used in) provided by investing activities	$	(2,874	)	$	2,867
Net cash provided by operating activities							$	9,263		$	10,604		$	8,220		$	2,663
Net cash provided by (used in) investing activities							$	2,949		$	(4,839	)	$	75		$	(1,972	)
Net cash used in financing activities	$	(48	)	$	(5	)	$	(6	)	$	(2	)	$	(54	)	$	(7	)

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Off-Balance Sheet Arrangements

We do not have any “off-balance sheet arrangements” (as such term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Contractual Obligations and Commitments

The following table sets forth our long-term contractual obligations as of ~~March 31,~~June 30, 2013 (in thousands):


	Payment due by Period										Payment due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Senior Secured Notes (1)	$	534,000	$	33,500	$	67,000	$	433,500	$	—	$	534,000	$	33,500	$	67,000	$	433,500	$	—
Senior Subordinated Notes (1)	472,500		31,500		63,000		378,000		—		456,750		31,500		63,000		362,250		—
Capital leases (1)	15		7		8		—		—		13		7		6		—		—
Operating leases	20,563		6,051		8,852		4,973		687		19,179		5,852		8,502		4,461		364
Purchase obligations (2)	37,231		37,231		—		—		—		64,159		56,975		7,184		—		—
Other obligations (3)	41,226		1,091		1,139		1,009		37,987		41,265		693		1,041		989		38,542
Total	$	1,105,535	$	109,380	$	139,999	$	817,482	$	38,674	$	1,115,366	$	128,527	$	146,733	$	801,200	$	38,906


(1)	Includes interest and principal payments. Interest is determined using the instrument’s fixed rate of interest.


(2)	Purchase obligations consist of commitments for materials, supplies, machinery and equipment.

(3)

Other obligations include share based payment obligations of $0.1 million payable to employees and ~~$0.8~~$0.9 million payable to non-employees, environmental remediation obligations of ~~$1.6~~$1.4 million, accrued compensation and pension benefits of $5.0 million, deferred income taxes of ~~$31.8~~$32.5 million, accrued restructuring fees of ~~$1.3~~$0.8 million and other obligations of $0.6 million.

Critical Accounting Policies

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and rules and regulations of the Securities and Exchange Commission for interim financial reporting. The preparation of our financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions and conditions. Our most critical accounting policies are listed below:

Revenue recognition;

Allowance for doubtful accounts;

Valuation of goodwill, trade names and trademarks;

Valuation of long-lived assets;

Self Insurance reserves;

Environmental reserves;

Share Based Payments; and

Income Taxes

~~With~~During the ~~exception of~~six months ended June 30, 2013, and in connection with our reorganization into operating our business into two ~~reportable~~ segments, ~~and the application of~~we applied the relative fair value method to assigning goodwill to our reporting ~~units, there were no material changes in the three months ended March 31, 2013 to the application of critical accounting policies and estimates.~~units.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the ~~three~~six months ended ~~March 31,~~June 30, 2013, there were no significant changes to our quantitative and qualitative disclosures about market risk. Please refer to Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk included in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission on April 1, 2013 for a more complete discussion of the market risks we encounter.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The certifications of our principal executive officer and principal financial officer required in accordance with Rule 13a-15(b) and Rule 15d-15 under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 are attached as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 4 contain information concerning the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting, referred to in paragraph 4 of the certifications. Those certifications should be read in conjunction with this Item 4 for a more complete understanding of the matters covered by the certifications.

Evaluation of Disclosure Controls and Procedures: Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~March 31, 2013.~~June 30, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~March 31,~~June 30, 2013, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in internal control over financial reporting: There were no changes in our internal controls over financial reporting during the ~~three~~six months ended ~~March 31,~~June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

The Pennsylvania Department of Environmental Protection (“DEP”) has filed a petition for review with the U.S. Court of Appeals for the District of Columbia Circuit challenging recent amendments to the U.S. Environmental Protection Agency (“EPA”) National Air Emissions Standards for hazardous air pollutants from halogenated solvent cleaning operations. These revised standards exempt three industry sectors (aerospace, narrow tube manufacturers and facilities that use continuous web-cleaning and halogenated solvent cleaning machines) from facility emission limits for TCE and other degreaser emissions. The EPA has agreed to reconsider the exemption. Our Collegeville facility meets current EPA control standards for TCE emissions and is exempt from the new lower TCE emission limit since we manufacture narrow tubes. Nevertheless, we have implemented systems and controls that limit TCE emissions generated by our Collegeville facility. However, these systems and controls will not reduce our TCE emissions to the levels expected to be required should a new standard become law.

We are subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these legal matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

For a discussion of our potential risks or uncertainties, please see Part I, Item 1A, of Accellent Inc.’s 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2013. There have been no material changes to the risk factors disclosed in Part I, Item 1A, of Accellent Inc.’s 2012 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No unregistered equity securities of the registrant were sold and no repurchases of equity securities were made during the ~~three~~six months ended ~~March 31, 2013.~~June 30, 2013.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS



Exhibit Number		Description of Exhibits
31.1*		Rule 13a-14(a) Certification of Principal Executive Officer

31.2*		Rule 13a-14(a) Certification of Principal Financial Officer

32.1*		Section 1350 Certification of Principal Executive Officer

32.2*		Section 1350 Certification of Principal Financial Officer

Exhibit 101.INS		XBRL Instance Document.

Exhibit 101.SCH		XBRL Taxonomy Extension Schema Document.

Exhibit 101.CAL		XBRL Taxonomy Calculation Linkbase Document.

Exhibit 101.LAB		XBRL Taxonomy Label Linkbase Document.

Exhibit 101.PRE		XBRL Taxonomy Presentation Linkbase Document

Exhibit 101.DEF		Taxonomy Definition Linkbase Document

______________

* Filed herewith.

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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 thereunto duly authorized.



	Accellent Inc.
~~May 15,~~August 14, 2013	By:	/s/ Donald J. Spence
		Donald J. Spence
		President and Chief Executive Officer (Principal Executive Officer)



	Accellent Inc.
~~May 15,~~August 14, 2013	By:	/s/ Jeremy A. Friedman
		Jeremy A. Friedman
		Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX



Exhibit Number		Description of Exhibits
31.1*		Rule 13a-14(a) Certification of Principal Executive Officer

31.2*		Rule 13a-14(a) Certification of Principal Financial Officer

32.1*		Section 1350 Certification of Principal Executive Officer

32.2*		Section 1350 Certification of Principal Financial Officer

Exhibit 101.INS		XBRL Instance Document.

Exhibit 101.SCH		XBRL Taxonomy Extension Schema Document.

Exhibit 101.CAL		XBRL Taxonomy Calculation Linkbase Document.

Exhibit 101.LAB		XBRL Taxonomy Label Linkbase Document.

Exhibit 101.PRE		XBRL Taxonomy Presentation Linkbase Document

Exhibit 101.DEF		Taxonomy Definition Linkbase Document

______________

* Filed herewith.

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			Fair Value Measurements at March 31, 2013 determined using
	Total Carrying Value at March 31 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investment in Available for Sale Security	$	245	$	245	$	—	$	—
Liability for Roll-Over options	$	141	$	—	$	—	$	141

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company