10-Q 1 doc1.txt Page 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarter Ended June 30, 2001 Commission File No. 0-6994 ------ NEW BRUNSWICK SCIENTIFIC CO., INC. State of Incorporation - New Jersey E. I. #22-1630072 ----------- 44 Talmadge Road, Edison, N.J. 08818-4005 Registrant's Telephone Number: 732-287-1200 ------------ 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 twelve (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 ninety (90) days. Yes X No --- There are 6,744,257 Common shares outstanding as of August 3, 2001. 1 NEW BRUNSWICK SCIENTIFIC CO., INC. Index
PAGE NO. ----------------------------- PART I. FINANCIAL INFORMATION: Consolidated Balance Sheets - June 30, 2001 and December 31, 2000 3 Consolidated Statements of Operations - Three and Six Months Ended June 30, 2001 and 2000 4 Consolidated Statements of Cash Flows - Six Months Ended June 30, 2001 and 2000 5 Consolidated Statements of Comprehensive Loss - Three and Six Months Ended June 30, 2001 and 2000 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Results of Operations and Financial Condition 11 PART II. OTHER INFORMATION 17
2 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share data) ASSETS ------
June 30, December 31, 2001 2000 ------------ -------------- Current Assets (Unaudited) -------------------------------------------------------- Cash and cash equivalents $ 1,613 $ 2,473 Accounts receivable, net 10,298 10,403 Inventories: Raw materials and sub-assemblies 7,100 6,325 Work-in-process 3,414 4,344 Finished goods 6,391 6,052 ------------ -------------- Total inventories 16,905 16,721 Prepaid expenses and other current assets 1,229 1,269 ------------ -------------- Total current assets 30,045 30,866 ------------ -------------- Property, plant and equipment, net 5,150 5,936 Excess of cost over net assets acquired, net 4,226 4,552 Deferred income taxes 153 153 Other assets 1,563 1,499 ------------ -------------- $ 41,137 $ 43,006 ============ ============== LIABILITIES AND SHAREHOLDERS' EQUITY -------------------------------------------------------- Current Liabilities -------------------------------------------------------- Current installments of long-term debt $ 7,492 $ 7,598 Accounts payable and accrued expenses 7,592 8,200 ------------ -------------- Total current liabilities 15,084 15,798 ------------ -------------- Long-term debt, net of current installments 624 694 Other liabilities 465 572 Commitments and contingencies Shareholders' equity: Common stock, $0.0625 par value per share, authorized 25,000,000 shares; issued and outstanding, 2001 - 6,744,257 and 2000 - 6,115,557 422 383 Capital in excess of par 40,061 36,963 Accumulated deficit (11,973) (9,140) Accumulated other comprehensive loss (3,489) (2,202) Notes receivable from exercise of stock options (57) ( 62) ------------ -------------- Total shareholders' equity 24,964 25,942 ------------ -------------- $ 41,137 $ 43,006 ============ ==============
See notes to consolidated financial statements. 3 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, -------------------- ------------------ 2001 2000 2001 2000 -------------------- ------------------ ----------- ---------- Net sales $ 14,799 $ 12,007 $ 29,499 $ 22,548 Operating costs and expenses: Cost of sales 8,703 7,159 17,585 13,178 Selling, general and administrative expenses 4,069 4,019 8,169 8,028 Research, development and engineering expenses 735 935 1,448 1,858 DGI research and development expenses (Note 2) 594 942 1,312 1,795 Non-recurring severance costs 260 - 260 - -------------------- ------------------ ----------- ---------- Total operating costs and expenses 14,361 13,055 28,774 24,859 -------------------- ------------------ ----------- ---------- Income (loss) from operations 438 (1,048) 725 (2,311) Other income (expense): Interest income 15 9 33 21 Interest expense (144) (153) (296) (302) Other, net (19) (22) (47) (29) Writedown of investment - (800) - (800) -------------------- ------------------ ----------- ---------- (148) (966) (310) (1,110) -------------------- ------------------ ----------- ---------- Income (loss) before income tax expense (benefit) and equity in operations of DGI 290 (2,014) 415 (3,421) Income tax expense (benefit) 62 (64) 73 (93) -------------------- ------------------ ----------- ---------- Income (loss) before equity in operations of DGI 228 (1,950) 342 (3,328) Equity in operations of DGI ( 90) - (90) - -------------------- ------------------ ----------- ---------- Net income (loss) $ 138 $ (1,950) $ 252 $ (3,328) ==================== ================== =========== ========== Basic earnings (loss) per share $ .02 $ (.29) $ .04 $ (.50) ==================== ================== =========== ========== Diluted earnings (loss) per share $ .02 $ (.29) $ .04 $ (.50) ==================== ================== =========== ========== Basic weighted average number of shares outstanding 6,731 6,659 6,729 6,592 ==================== ================== =========== ========== Diluted weighted average number of shares outstanding 6,753 6,659 6,746 6,592 ==================== ================== =========== ==========
See notes to consolidated financial statements. 4 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended June 30, ------------------ 2001 2000 ------------------ -------- Cash flows from operating activities: Net income (loss) $ 252 $(3,328) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 667 678 Writedown of investment - 800 Equity in operations of DGI 90 - Change in related balance sheet accounts: Accounts receivable (245) 2,894 Refundable income taxes 51 (231) Inventories (343) (2,894) Prepaid expenses and other current assets (69) (170) Other assets 69 (380) Accounts payable and accrued expenses 729 213 Advance payments from customers (1,485) 1,245 Other liabilities (107) (64) ------------------ -------- Net cash used in operating activities (391) (1,237) ------------------ -------- Cash flows from investing activities: Capital expenditures (358) (225) Sale of equipment 18 3 Increase in excess of cost over net assets acquired related to acquisition costs - (211) ------------------ -------- Net cash used in investing activities (340) (433) ------------------ -------- Cash flows from financing activities: Repayment of long-term debt (94) (110) Borrowings under revolving credit facility - 1,000 Proceeds from issue of common stock under stock purchase and option plans 64 791 Payments on notes receivable related to exercised stock options 5 270 ------------------ -------- Net cash provided (used in) by financing activities (25) 1,951 ------------------ -------- Net effect of exchange rate changes on cash (104) (79) ------------------ -------- Net increase (decrease) in cash and cash equivalents (860) 202 Cash and cash equivalents at beginning of period 2,473 2,111 ------------------ -------- Cash and cash equivalents at end of period $ 1,613 $ 2,313 ================== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 288 $ 303 Income taxes 141 238 Non-cash contribution of equipment to DGI 429 -
5 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, -------------------- ------------------ 2001 2000 2001 2000 -------------------- ------------------ -------- -------- Net income (loss) $ 138 $ (1,950) $ 252 $(3,328) Other comprehensive loss: Foreign currency translation adjustment (541) (294) (1,287) (729) -------------------- ------------------ -------- -------- Net comprehensive loss $ (403) $ (2,244) $(1,035) $(4,057) ==================== ================== ======== ========
See notes to consolidated financial statements. 6 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands) (Unaudited) Note 1 - Interim results: In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly, the financial position of the Company as of June 30, 2001 and the results of its operations and cash flows for the three and six months ended June 30, 2001 and 2000. Interim results may not be indicative of the results that may be expected for the year. In 2000, the Company adopted the provisions of the FASB's Emerging Issues Task Force (EITF), Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs," which requires the Company to report all amounts billed to a customer related to shipping and handling as revenue, and to disclose the classification of costs incurred for shipping and handling costs if such costs are not included in cost of goods sold. The Company has reclassified such cost amounts, which were previously netted in sales to cost of sales. As a result of this reclassification, sales and cost of sales were increased by $196,000 in the 2000 three-month period and by $352,000 in the 2000 six-month period. All amounts in 2001 have been classified as cost of goods sold. Note 2 - Investment in DGI: On March 30, 2001, the Company received a preliminary commitment from an institutional investor to make an investment in DGI in return for an ownership interest. The transaction contemplated by the preliminary commitment was consummated on June 14, 2001 at which time the institutional investor invested $5,000,000 in DGI, in exchange for Series B voting convertible preferred stock of DGI. The Series B preferred stock of DGI has certain dividend, liquidation and other rights senior to the Series A preferred stock of DGI held by the Company. The transaction reduced the Company's ownership interest in DGI to 47%. Accordingly, effective June 14, 2001, the Company no longer exercises control and ceased consolidating the operations of DGI but reports its percentage of income or loss in DGI's operations on the equity method of accounting based upon its continued ability to exercise significant influence over DGI. The Company is not required to, and will not record losses from its share of DGI's operations beyond the carrying value of its investment since it has no further obligations to fund the DGI operations. As of June 30, 2001, the Company's investment in DGI amounted to $410,000 and is included in Other Assets in the Company's consolidated balance sheet. 7 Note 3 - Segment Information as of and for the three and six months ended June 30, 2001 and 2000 is as follows:
Three Months Ended Six Months Ended June 30 June 30 ------------------ ------------------- Laboratory Drug Laboratory Drug Research Lead Total Research Lead Total Equipment Discovery Segments Equipment Discovery Segments ----------------------------------- ------------------ ------------ ----------- ----------- ---------- 2001 ------------------ Net sales $ 14,599 $ 200 $ 14,799 $ 29,099 $ 400 $29,499 Percentage of sales 98.6% 1.4% 100% 98.6% 1.4% 100% Income (loss) from operations 832 (394) 438 1,637 (912) 725 Total assets (1) - - - 41,137 - 41,137 Capital expenditures 164 - 164 358 - 358 Depreciation and amortization (1) 319 - 319 667 - 667 2000 ------------------ Net sales $ 11,890 $ 117 $ 12,007 $ 22,313 $ 235 $22,548 Percentage of sales 99.0% 1.0% 100% 99.0% 1.0% 100% Loss from operations (223) (825) (1,048) (751) (1,560) (2,311) Total assets (1) - - - 42,629 377 43,006 Capital expenditures 86 - 86 225 - 225 Depreciation and amortization (1) 439 - 439 678 - 678 (1) As described in Note 2, the Company's interest in DGI was reduced to 47% as of June 14, 2001 and subsequent to that date, is reported using the equity method of accounting. Fixed assets and depreciation related to the Drug Lead Discovery segment were not allocated to the segment as the assets were owned directly by New Brunswick Scientific Co., Inc. and were included in the Laboratory Research Equipment Segment. However, rental expense in lieu of depreciation expense is charged to the Drug Lead Discovery segment through the transaction date June 14, 2001 (see Note 2), which is comprised of DGI BioTechnologies, the Company's drug lead discovery operation.
Note 4 - Income (loss) per share: Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding. Diluted income (loss) per share is calculated by dividing net income (loss) by the sum of the weighted average number of shares outstanding plus the dilutive effect of stock options which have been issued by the Company, unless the effect of the stock options is antidilutive. The number of stock options that are dilutive are 22,000 and 17,000 for the three and six month periods ended June 30, 2001, respectively. The number of shares that are antidilutive is 705,000 for the six-month period ended June 30, 2001. Note 5 - Long-term debt and credit agreement: On April 16, 1999, the Company entered into an agreement (the Bank Agreement) with First Union National Bank for a three year, $31 million secured line of credit. The Bank Agreement provides the Company with a $5 million revolving credit facility for both working capital and for letters of credit, a $1 million Revolving Line of Credit for equipment acquisition purposes, a $15 million credit line for acquisitions and a $10 million foreign exchange facility. There 8 are no compensating balance requirements and any borrowings under the Bank Agreement bear interest at various rates based upon a function of the bank's prime rate or Libor at the discretion of the Company. All of the Company's domestic assets, which are not otherwise subject to lien have been pledged as security for any borrowings under this Bank Agreement. The Bank Agreement contains various business and financial covenants including among other things, a debt service coverage ratio, a net worth covenant, and a ratio of total liabilities to tangible net worth. The Company was not in compliance with certain financial covenants at December 31, 2000 and March 31, 2001 which non-compliance was waived by the bank. On May 10, 2001, the financial covenants were amended and, as a result, the Company is in compliance with the amended covenants at June 30, 2001 and expects to be in compliance for the ensuing twelve months. At June 30, 2001, $7,453,000 was outstanding under the Bank Agreement. The Bank Agreement is due to mature on April 16, 2002, however, the Company expects to hold discussions with the bank during the first quarter of 2002 which it expects will result in the extension of the Bank Agreement. Nonetheless, since the Bank Agreement matures within twelve months of June 30, 2001, the debt under the Bank Agreement has been classified as a current liability as at June 30, 2001. As of June 30, 2001, the Company has $2.8 million available under the revolving credit facility for working capital and for letters of credit, $1.0 million available under the revolving credit facility for equipment acquisitions, $9.8 million available under the credit line for acquisitions and $10.0 million available under the foreign exchange facility. In November 1999, the Company issued notes in the amount of 250,000 ($392,500 at the date of acquisition) in connection with the acquisition of the DJM Cryo-Research Group. The notes bear interest at 6% which are payable annually and principal is payable in five equal annual installments commencing November 2004. At June 30, 2001, the balance of the notes was $354,000. The Company is a party to first and second mortgages on the facility of the Company's Netherlands subsidiary. At June 30, 2001, $309,000 was outstanding. Note 6 - Goodwill: In July 2001, the FASB issued Statement No. 141, Business Combinations (SFAS 141") and Statement No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001. SFAS 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. SFAS 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead they will be tested for impairment at least annually in accordance with the provisions of SFAS 142. SFAS 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. 9 The Company is required to adopt the provisions of SFAS 141 for acquisitions initiated after June 30, 2001, and SFAS 142 effective January 1, 2002. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized until the Company's adoption of SFAS 142 on January 1, 2002. Upon adoption SFAS 142 will require the Company to perform an assessment of whether there is an indication that goodwill is impaired based on the provisions of SFAS 142. To the extent an indication exists that the goodwill may be impaired, the Company must measure the impairment loss, if any. Any impairment loss will be recognized as the cumulative effect of a change in accounting principle in the Company's statement of operations. Based on current goodwill balances, the Company will have approximately $4,168,000 of unamortized goodwill as of January 1, 2002, which will be subject to the transition provisions of SFAS 141 and SFAS 142. Amortization expense related to goodwill was $217,000 and $91,000 for the year ended December 31, 2000 and the six months ended June 30, 2001, respectively. After December 31, 2001, the Company will no longer be amortizing goodwill. Because of the extensive effort needed to comply with adopting Statements 141 and 142, except for the non amortization of goodwill, it is not practicable to reasonably estimate the impact of adopting these Statements on the Company's financial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle. Note 7 - Stock dividend: On April 2, 2001 and February 28, 2000, the Company declared a 10% stock dividend. The April 2, 2001 stock dividend was payable on May 15, 2001 to shareholders of record as of April 16, 2001. Basic and diluted income (loss) per share amounts have been retroactively restated to reflect the stock dividends. The 2001 dividend has been reflected in retained earnings as of March 31, 2001. 10 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks," "estimates," and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements. The following is Management's discussion and analysis of significant factors that have affected the Company's operating results and financial condition during the three and six-month periods ended June 30, 2001. Results of Operations --------------------- Drug-Lead Discovery Business ------------------------------ In October 1995, the Company entered the drug-lead discovery business by forming a new company to develop a novel, small molecule drug discovery platform. The company, DGI BioTechnologies, Inc. (DGI), was majority-owned and fully funded by the Company and occupies specially designed laboratory space at the Company's headquarters facility in Edison, New Jersey. DGI's operations have had a significant negative impact on the Company's 2001 and 2000 earnings. During the six month periods ended June 30, 2001 and 2000, $1,312,000 and $1,795,000, respectively, of research and development expenses were charged to operations resulting in operating losses related to DGI of $912,000 in 2001 and $1,560,000 in 2000. On March 30, 2001, the Company received a preliminary commitment from an institutional investor to make an investment in DGI in return for an ownership interest. The transaction contemplated by the preliminary commitment was consummated on June 14, 2001 at which time the institutional investor invested $5,000,000 in DGI in exchange for Series B voting convertible preferred stock of DGI. The Series B convertible preferred stock of DGI has certain dividend, liquidation and other rights senior to the Series A preferred stock of DGI held by the Company. This transaction reduced the Company's ownership interest in DGI to 47%. Accordingly, effective June 14, 2001, as required by generally accepted accounting principles, the Company no longer exercises control and ceased consolidating the operations of DGI but reports its percentage of income or loss in DGI's operations on the equity method of accounting based upon its continued ability to exercise significant influence over DGI. The Company is not required to, and will not record losses from its share of DGI's operations beyond the carrying value of its investment since it has no further obligations to fund the DGI operations. As of June 30, 2001, the Company's investment in DGI amounted to $410,000 and is included in Other Assets in the Company's consolidated balance sheet. 11 The Company has entered into a two-year lease with DGI under which DGI will occupy 8,800 square feet of office and laboratory space for a gross rental of $211,200 per year. Under the terms of the lease, DGI has the right to cancel upon providing the Company with 90 days notice. In addition, for a fee, the Company has agreed to provide certain administrative support services to DGI until such time as DGI has put into place its own administrative infrastructure. The lease and support service agreement revenues were established at arm's length utilizing fair market value information. Quarter Ended June 30, 2001 vs. Quarter Ended June 30, 2000. ---------------------------------------------------------------------- For the quarter ended June 30, 2001, net sales were $14,799,000 compared with net sales of $12,007,000 for the quarter ended June 30, 2000, an increase of 23.3%. Net income for the 2001 quarter of $138,000 or $.02 per diluted share compares with a net loss of $1,950,000 or $.29 per diluted share for the second quarter of 2000. The increase in net sales for the 2001-quarter is attributable to higher shipments of ultra-low temperature freezers, which benefited from the recent well-received introduction of our new freezer line incorporating vacuum insulated panel technology. These shipments increased 73% vs. last year's second quarter. In addition, shipments of shakers, fermentors and custom bioprocess systems increased significantly. Gross margins increased during the 2001 quarter to 41.2% from 40.4% during the quarter ended June 30, 2000 primarily as a result of a more favorable mix of products in the 2001 quarter partially offset by lower margins generated by the Company's European subsidiaries due to competitive pressures and the effect of the strong dollar. Selling, general and administrative expenses remained relatively flat at $4,069,000 in the 2001 quarter compared with $4,019,000 in 2000. During 2000, the Company did not incur any significant increases in its selling, general and administrative expenses. This cost control trend continued into 2001 and the Company has made certain cost reductions in order to offset normal inflationary increases in salaries and other expenses. Research, development and engineering expenses decreased to $735,000 in 2001 from $935,000 during the second quarter of 2000 primarily as a result of an overall reduction in engineering costs. DGI's research and development expenses were reduced to $594,000 in the 2001 quarter compared to $942,000 in the 2000 quarter as a result of limiting the expenditures of DGI until DGI received the infusion of funds on June 14, 2001 from an institutional investor as described above and the fact that DGI's operations are no longer consolidated with those of the Company effective June 14, 2001. On June 29, 2001 the Company announced that it had ceased accepting orders for large fully custom-engineered bioprocess systems. Custom-engineered products represent a very small niche business for the Company and accounted for less than seven percent of 2000 net sales. In connection therewith, the Company has charged $260,000 to operations during the quarter ended June 30, 2001 for non-recurring severance costs, which had been previously communicated to the respective employees. During the quarter ended June 30, 2000, the Company recorded a $800,000 writedown in its investment in Organica, Inc. vs. zero in the 2001 quarter. 12 Excluding the impact of minority-owned DGI BioTechnologies on both periods as well as the aforementioned nonrecurring items, income before income taxes was $944,000 compared with last year's loss of $389,000. Equity in the operations of DGI of $90,000 was recorded in the quarter ended June 30, 2001 compares with zero during last year's second quarter, as the equity method of accounting has been applied effective June 14, 2001 concurrent with the reduction in the Company's ownership interest in DGI to 47%. Six Months Ended June 30, 2001 vs. Six Months Ended June 30, 2000. ------------------------------------------------------------------------------ For the six months ended June 30, 2001, net sales were $29,499,000 compared with net sales of $22,548,000 for the six months ended June 30, 2000, an increase of 30.8%. Net income for the 2001 period of $252,000 or $.04 per diluted share compares with a net loss of $3,328,000 or $.50 per diluted share for the comparable 2000 period. The increase in net sales for the first six months of 2001 is attributable to higher shipments of ultra-low temperature freezers, which benefited from the recent well-received introduction of our new freezer line incorporating vacuum insulated panel technology. These shipments increased 87% vs. last year's first six months. In addition, shipments of shakers, fermentors and custom bioprocess systems increased significantly. Gross margins decreased during the 2001 period to 40.4% from 41.6% during the six months ended June 30, 2000 primarily as a result of lower margins generated by the Company's European subsidiaries due to competitive pressures and the effect of the strong dollar. Selling, general and administrative expenses remained relatively flat at $8,169,000 in the 2001 period compared with $8,028,000 in 2000. During 2000, the Company did not incur any significant increases in its selling, general and administrative expenses. This cost control trend continued into 2001 and the Company has made certain cost reductions in order to offset normal inflationary increases in salaries and other expenses. Research, development and engineering expenses decreased to $1,448,000 in 2001 from $1,858,000 during the first six months of 2000 primarily as a result of an overall reduction in engineering costs. DGI's research and development expenses were reduced to $1,312,000 in the first six months of 2001 compared to $1,795,000 in the first six months of 2000 as a result of limiting the expenditures of DGI until DGI received the infusion of funds on June 14, 2001 from an institutional investor and the fact that DGI's operations are no longer consolidated with those of the Company effective June 14, 2001. On June 29, 2001 the Company announced that it had ceased accepting orders for large fully custom-engineered bioprocess systems. Custom-engineered products represent a very small niche business for the Company and accounted for less than seven percent of 2000 net sales. In connection therewith, the Company took a charge of $260,000 during the quarter ended June 30, 2001 for non-recurring severance costs which had been previously communicated to the respective employees. During the six months ended June 30, 2000, the Company took an $800,000 writedown in its investment in Organica, Inc. vs. zero in the 2001 period. 13 Excluding the impact of DGI BioTechnologies on both periods as well as the nonrecurring items, income before income taxes was $1,587,000 compared with last year's loss of $1,061,000. Equity in the operations of DGI of $90,000 was recorded in the six months ended June 30, 2001 compares with zero during last year's period as the equity method of accounting has been applied effective June 14, 2001 concurrent with the Company's ownership interest in DGI to 47%. Financial Condition ------------------- Liquidity and Capital Resources ---------------------------------- Working capital decreased to $14,961,000 at June 30, 2001 from $15,068,000 at December 31, 2000 and cash and cash equivalents decreased to $1,613,000 from $2,473,000 at December 31, 2000. In addition, during the period ended June 30, 2001, accounts receivable, net decreased to $10,298,000 from $10,403,000 at December 31, 2000, inventories increased to $16,905,000 from $16,721,000 at December 31, 2000 and other assets increased to $1,563,000 from $1,499,000 at December 31, 2000. On April 16, 1999, the Company entered into an agreement (the Bank Agreement) with First Union National Bank for a three year, $31 million secured line of credit. The Bank Agreement provides the Company with a $5 million revolving credit facility for both working capital and for letters of credit, a $1 million Revolving Line of Credit for equipment acquisition purposes, a $15 million credit line for acquisitions and a $10 million foreign exchange facility. There are no compensating balance requirements and any borrowings under the Bank Agreement bear interest at various rates based upon a function of the bank's prime rate or Libor at the discretion of the Company. All of the Company's domestic assets, which are not otherwise subject to lien, have been pledged as security for any borrowings under this Bank Agreement. The Bank Agreement contains various business and financial covenants including among other things, a debt service coverage ratio, a net worth covenant, and a ratio of total liabilities to tangible net worth. The Company was not in compliance with certain financial covenants at December 31, 2000 and March 31, 2001 which non-compliance was waived by the bank. On May 10, 2001, the financial covenants were amended and, as a result, the Company is in compliance with the amended covenants at June 30, 2001 and expects to be in compliance for the ensuing twelve months. At June 30, 2001, $7,453,000 was outstanding under the Bank Agreement. The Bank Agreement is due to mature on April 16, 2002, however, the Company expects to hold discussions with the bank during the first quarter of 2002, which it expects will result in the extension of the Bank Agreement. Nonetheless, since the Bank Agreement matures within twelve months of June 30, 2001, the debt under the Bank Agreement has been classified as a current liability as at June 30, 2001. As of June 30, 2001, the Company has $2.8 million available under the revolving credit facility for working capital and for letters of credit, $1.0 million available under the revolving credit facility for equipment acquisitions, $9.8 million available under the credit line for acquisitions and $10.0 million available under the foreign exchange facility. 14 In November 1999, the Company issued notes in the amount of 250,000 ($392,500 at the date of acquisition) in connection with the acquisition of the DJM Cryo-Research Group. The notes bear interest at 6% which are payable annually and principal is payable in five equal annual installments commencing November 2004. At June 30, 2001 the balance of the notes was $354,000. The Company is a party to first and second mortgages on the facility of the Company's Netherlands subsidiary. At June 30, 2001, $309,000 was outstanding. Management believes that the resources available to the Company, including its line of credit are sufficient to meet its near and intermediate-term needs. Cash Flows from Operating Activities ---------------------------------------- During the six months ended June 30, 2001 and 2000 net cash used in operating activities amounted to $391,000 and $1,237,000, respectively. The primary reasons for the $846,000 net change were (i) net income in 2001 of $252,000 compared with a net loss of $3,328,000 in 2000, (ii) an increase in inventories in 2001 of $343,000 vs. an increase of $2,894,000 in 2000, (iii) an increase in prepaid expenses and other current assets in 2001 of $69,000 vs. an increase of $170,000 in 2000 and (iv) an increase in accounts payable and accrued expenses in 2001 of $729,000 vs. an increase of $213,000 in 2000 partially offset by a writedown in investment of zero in 2001 vs. a writedown of $800,000 in 2000, an increase in accounts receivable of $245,000 in 2001 vs. a decrease of $2,894,000 in 2000 and a decrease in advance payments from customers in 2001 of $1,485,000 vs. an increase of $1,245,000 in 2000. Cash Flows from Investing Activities ---------------------------------------- Net cash used in investing activities amounted to $340,000 in 2001 vs. $433,000 in 2000. The 2001 and 2000 periods included expenditures for property, plant and equipment and the 2000 period included additional goodwill related to additional acquisition costs of DJM Cryo-Research. Cash Flows from Financing Activities ---------------------------------------- Net cash used in financing activities in 2001 amounted to $25,000 vs. net cash provided by financing activities of $1,951,000 in 2000. Both periods reflect the repayment of long-term debt and the 2000 period includes $1,000,000 from borrowings under the Company's revolving credit facility, $791,000 from the exercise of stock options and $270,000 of repayments on notes receivable related to exercised stock options. Other Matters ------------- Recently Issued Accounting Standards --------------------------------------- In July 2001, the FASB issued Statement No. 141, Business Combinations (SFAS 141") and Statement No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires that the purchase method of accounting be used for all 15 business combinations completed after June 30, 2001. SFAS 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. SFAS 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead they will be tested for impairment at least annually in accordance with the provisions of SFAS 142. SFAS 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The Company is required to adopt the provisions of SFAS 141 for acquisitions initiated after June 30, 2001, and SFAS 142 effective January 1, 2002. Goodwill and intangible assets acquired in business combinations completed before July 1, 2001 will continue to be amortized until the Company's adoption of SFAS 142 on January 1, 2002. Upon adoption SFAS 142 will require the Company to perform an assessment of whether there is an indication that goodwill is impaired based on the provisions of SFAS 142. To the extent an indication exists that the goodwill may be impaired, the Company must measure the impairment loss, if any. Any impairment loss will be recognized as the cumulative effect of a change in accounting principle in the Company's statement of operations. Based on current goodwill balances, the Company will have approximately $4,168,000 of unamortized goodwill as of January 1, 2002, which will be subject to the transition provisions of SFAS 141 and SFAS 142. Amortization expense related to goodwill was $217,000 and $91,000 for the year ended December 31, 2000 and the six months ended June 30, 2001, respectively. After December 31, 2001, the Company will no longer be amortizing goodwill. Because of the extensive effort needed to comply with adopting Statements 141 and 142, it is not practicable to reasonably estimate the impact of adopting these Statements on the Company's financial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized as the cumulative effect of a change in accounting principle. 16 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 3. Quantitative and Qualitative Disclosures about Market Risk -------------------------------------------------------------------------- The information required by Item 3 has been disclosed in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000. There has been no material change in the disclosures regarding market risk. Item 6. Exhibits and Reports on Form 8-K ------------------------------------------------ The exhibits to this report are listed on the Exhibit Index included elsewhere herein. No reports on Form 8-K have been filed during the quarter ended June 30, 2001. 17 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. NEW BRUNSWICK SCIENTIFIC CO., INC. -------------------------------------- (Registrant) Date: August 13, 2001 /s/ David Freedman -------------------- David Freedman Chairman (Chief Executive Officer) /s/ Samuel Eichenbaum ----------------------- Samuel Eichenbaum Vice President - Finance (Principal Accounting Officer) 18 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
EXHIBIT INDEX ------------- Exhibit No. Exhibit Page No. ------------- ------------ -------- 10.1 DGI BioTechnologies, Inc. Amended and Restated Stockholder's Agreement dated June 15, 2001 1 10.2 Lease Agreement between New Brunswick Scientific Co., Inc. and DGI BioTechnologies, Inc. dated June 15, 2001 1 10.3 Amendment to the Credit Agreement between New Brunswick Scientific Co., Inc. and First Union National Bank dated May 15, 2001 1
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