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Wiki Wiki Summary
Operation Mincemeat Operation Mincemeat was a successful British deception operation of the Second World War to disguise the 1943 Allied invasion of Sicily. Two members of British intelligence obtained the body of Glyndwr Michael, a tramp who died from eating rat poison, dressed him as an officer of the Royal Marines and placed personal items on him identifying him as the fictitious Captain (Acting Major) William Martin.
Special Activities Center The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015.
Operations management Operations management is an area of management concerned with designing and controlling the process of production and redesigning business operations in the production of goods or services. It involves the responsibility of ensuring that business operations are efficient in terms of using as few resources as needed and effective in meeting customer requirements.
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Lluís Companys Lluís Companys i Jover (Catalan pronunciation: [ʎuˈis kumˈpaɲs]; 21 June 1882 – 15 October 1940) was a Spanish politician from Catalonia who served as president of Catalonia from 1934 and during the Spanish Civil War.\nCompanys was a lawyer close to labour movement and one of the most prominent leaders of the Republican Left of Catalonia (ERC) political party, founded in 1931.
Passeig de Lluís Companys, Barcelona Passeig de Lluís Companys (Catalan pronunciation: [pəˈsɛdʒ də ʎuˈis kumˈpaɲs]) is a promenade in the Ciutat Vella and Eixample districts of Barcelona, Catalonia, Spain, and can be seen as an extension of Passeig de Sant Joan. It was named after President Lluís Companys, who was executed in 1940.
Estadi Olímpic Lluís Companys Estadi Olímpic Lluís Companys (Catalan pronunciation: [əsˈtaði uˈlimpiɡ ʎuˈis kumˈpaɲs], formerly known as the Estadi Olímpic de Montjuïc and Estadio de Montjuic) is a stadium in Barcelona, Catalonia, Spain. Originally built in 1927 for the 1929 International Exposition in the city (and Barcelona's bid for the 1936 Summer Olympics, which were awarded to Berlin), it was renovated in 1989 to be the main stadium for the 1992 Summer Olympics and 1992 Summer Paralympics.
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Conxita Julià Conxita Julià i Farrés (Catalan pronunciation: [kuɲˈʃitə ʒuliˈa j fəˈres]; 11 June 1920 – 9 January 2019), also known as Conxita de Carrasco, was a Catalan woman noted for her dealings with Lluís Companys, President of Catalonia, in the 1930s, and for her poetry. Julià died in January 2019 at the age of 98.
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Dysphagia Dysphoria (from Ancient Greek δύσφορος (dúsphoros) 'grievous'; from δυσ- (dus-) 'bad, difficult', and φέρω (phérō) 'to bear') is a profound state of unease or dissatisfaction. It is the opposite of euphoria.
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Anosmia Anosmia, also known as smell blindness, is the loss of the ability to detect one or more smells. Anosmia may be temporary or permanent.
Total depravity Total depravity (also called radical corruption or pervasive depravity) is a Protestant theological doctrine derived from the concept of original sin. It teaches that, as a consequence of man's fall, every person born into the world is enslaved to the service of sin as a result of their fallen nature and, apart from the efficacious (irresistible) or prevenient (enabling) grace of God, is completely unable to choose by themselves to follow God, refrain from evil, or accept the gift of salvation as it is offered.
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East India Company The East India Company (EIC) was an English, and later British, joint-stock company founded in 1600. It was formed to trade in the Indian Ocean region, initially with the East Indies (the Indian subcontinent and Southeast Asia), and later with East Asia.
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Risk Factors
MEMRY CORP ITEM 1A RISK FACTORS The following risk factors should be considered carefully in connection with any evaluation of our business, financial condition, results of operations, prospects and an investment in our common stock
Additionally, the following risk factors could cause our actual results to materially differ from those reflected in any forward-looking statements
Our revenues may be adversely affected if our largest customers reduce orders
The Company’s four largest customers accounted for over 50prca of the Company’s consolidated revenues in fiscal 2006
Significant reductions in sales to any of these customers due to industry consolidation, loss in market share, selection of an additional supply source, the in-house production of components, change in medical procedures, customer quality problems or excess customer supply could dramatically reduce the Company’s revenues, profitability and cash needed to fund operations
Our production may be reduced by an inability to obtain the necessary raw materials
The Company obtains its SMAs from one principal source
The Company expects to be able to continue to acquire SMAs in sufficient quantities for its needs from this supplier
In addition, if the Company were, for whatever reason, not able to secure an adequate supply of SMAs from this supplier, the Company has identified other suppliers that would be able to supply the Company with sufficient quantities of SMAs, although it is likely the Company would suffer meaningful transitional difficulties for certain products if it had to switch to an alternate supplier
Additionally, the Company obtains its polymers from four principal sources
The Company expects to be able to continue to acquire polymers in sufficient quantities for its needs from these suppliers
A reduction in production due to an inability to obtain the necessary raw materials could dramatically reduce the Company’s revenues, profitability and cash needed to fund operations until production is restored
Our revenues and operating results may be negatively affected and we may not achieve future growth projections if we fail to compete successfully against our competitors
The Company faces competition from other SMA processors, who compete with the Company in the sale of semi-finished materials and formed components
There are several major US, European and Japanese companies engaged in the supply or use of SMAs, some of which have substantially greater resources than the Company
Within the US, the two major SMA suppliers to both the Company and the industry as a whole have substantially greater resources than the Company
Each of these companies could determine that it wishes to compete with the Company in the Company’s markets
One of them has become a competitor of the Company for semi-finished wire and strip materials
The Company also faces competition in the specialty polymer-extrusion sector
There are three companies that compete with the Company in a broad range of specialty polymer extrusion products and one additional company that competes with us primarily in the Polyimide product line
The Company intends to compete and advance its position based primarily on its manufacturing capabilities, its proprietary intellectual property positions, its knowledge of the processing parameters of the alloys and polymers, and its unique design and assembly capabilities, particularly in the medical device field
However, our competitors may also continue to improve their products, implement manufacturing efficiencies and develop new competing products
We may be unable to compete effectively with our competitors if we cannot keep up with existing or new alternative products, techniques, and technology in the markets we serve
These new technologies and products may beat our products to the market, be more effective than our products, be less costly than our products or render our products obsolete by substantially reducing the applications for our products
It is likely that this competitive activity will result in downward pressure on our sales prices and have a negative impact on gross margins
We may experience an interruption in sales of a product and incur costs if the customers’ products are recalled
The majority of the Company’s products are used in the medical device industry
In the event that any of our customers’ products present a health hazard to the patient or physician or fail to meet product performance criteria or specifications, this could result in a recall of the products, thereby resulting in a loss of our revenue and an adverse impact on our profitability
12 ______________________________________________________________________ [38]Table of Contents In the event of a claim that we infringe upon another company’s intellectual property rights, we could incur significant costs and/or be required to stop the sale of the related product
The US business environment is highly litigious with respect to patents and other intellectual property rights
Although the Company’s technical staff is generally familiar with the patent environment relevant to the Company’s product lines and has reviewed patent searches when considered relevant, the Company cannot be certain whether any of its current or contemplated products would infringe any existing patents
Companies have used intellectual property litigation to seek to gain a competitive advantage
In the future, we may become a party to lawsuits involving patents or other intellectual property
A legal proceeding, regardless of the outcome, would draw upon our financial resources and divert the time and efforts of our management
If we are unsuccessful in one of these proceedings, a court, or a similar foreign governing body, could require us to pay significant damages to third parties, require us to seek licenses from third parties and pay ongoing royalties, require us to redesign our products, or prevent us from manufacturing, using or selling our products
In addition to being costly, protracted litigation to defend or enforce our intellectual property rights could result in our customers or potential customers deferring or limiting their purchase or use of the affected products until the litigation is resolved
Quality problems with our processes, goods and services could harm our reputation for producing high quality products and erode our competitive advantage
Quality is extremely important to us and our customers due to the serious and costly consequences of product failure
Our quality certifications are critical to the marketing success of our goods and services
If we fail to meet these standards, our reputation could be damaged, we could lose customers and our revenue would decline
Aside from specific customer standards, our success depends generally on our ability to manufacture to exact tolerances precision engineered components, subassemblies and finished devices from multiple materials
If our components fail to meet these standards or fail to adapt to evolving standards, our reputation as a manufacturer of high quality components will be harmed, our competitive advantage would be damaged, and we would lose customers and market share
Consolidation in the medical device industry could have an adverse effect on our revenues and results of operations
Many medical device companies are consolidating to create new companies with greater market power
As the medical device industry consolidates, competition to provide goods and services to industry participants will become more intense
These industry participants may be able to produce components currently provided by us or they may be able to use their market power to negotiate price concessions or reductions for components produced by us
If we lose market share due to in-house production by customers or replacement by a competitor, or if we are forced to reduce our prices because of consolidation in the medical device industry, our revenues would decrease and our earnings, financial condition and/or cash flows would suffer
Loss of any of our manufacturing facilities would adversely affect our financial position
We are currently operating at three production facilities, two for SMAs and one for specialty polymers
Although we believe we have adequate physical capacity to serve our business operations for the foreseeable future, we do not have a back up facility for any of the locations
The loss of any facility would have a material adverse effect on our revenues, earnings, financial condition and/or cash flows
A loss of key personnel could have an adverse affect on our revenues and results of operations
The Company’s future success depends on the continued service and availability of skilled personnel, including research, technical, marketing and management positions
There can be no assurance that the Company will be able to successfully retain and attract the key personnel it needs
Further, many of the Company’s key personnel receive a total compensation package that includes equity awards
New regulations, volatility in the stock market and other factors could diminish the Company’s use, and the value, of the Company’s equity awards, putting the Company at a competitive disadvantage or forcing the Company to use more cash compensation
The loss of key personnel could have a material effect on our revenues, earnings, financial condition and/or cash flows
An inability to meet the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 could adversely affect investor confidence and, as a result, our stock price
The Company may be required to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) as early as June 30, 2007
Although the Company has begun to implement the procedures to comply with the 13 ______________________________________________________________________ [39]Table of Contents requirements of Section 404, there is no assurance that we will have a successful initial implementation
Failure to meet the initial implementation requirements of Section 404, our inability to comply with Section 404’s requirements, and the costs of ongoing compliance could have a material adverse effect on investor confidence and our stock price
The Company has debt outstanding and must comply with restrictive covenants in its debt agreements
The Company’s existing debt agreements contain a number of significant restrictive covenants, which limit our ability to, among other things, borrow additional money; pay dividends; redeem stock; and enter into mergers, acquisitions and joint ventures
The covenants also require the Company to maintain compliance with fixed charge coverage and leverage ratios, as defined
While the Company is currently in compliance with all the foregoing covenants, increases in our debt or decreases in our earnings could cause the Company to be in default of these financial covenants
If the Company is unable to comply with theses covenants, there would be a default under these debt agreements
In addition, changes in economic or business conditions, results of operations or other factors could cause the Company to default under its debt agreements
A default, if not amended or waived by our lenders, could result in acceleration of the Company’s debt and place a severe strain on our liquidity