-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W2AAhKeyauPsvLp+4uagGUmuPqoETL3h0vfuMPZFEo93dF2IWJHpHo95z/UGXyj5 WbPhDZBOw+xuh9QvhFkPjg== 0000071241-07-000008.txt : 20070329 0000071241-07-000008.hdr.sgml : 20070329 20070329153756 ACCESSION NUMBER: 0000071241-07-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070329 DATE AS OF CHANGE: 20070329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW BRUNSWICK SCIENTIFIC CO INC CENTRAL INDEX KEY: 0000071241 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 221630072 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06994 FILM NUMBER: 07727564 BUSINESS ADDRESS: STREET 1: 44 TALMADGE RD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 BUSINESS PHONE: 9082871200 MAIL ADDRESS: STREET 1: 44 TALMADGE ROAD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 8-K 1 form8kpressrelease.htm NBSC FORM 8K PRESS RELEASE 12.31.06 NBSC FORM 8K PRESS RELEASE 12.31.06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2007

New Brunswick Scientific Co., Inc.
(Exact name of registrant as specified in its charter)

New Jersey
 
0-6994
 
22-1630072
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
P.O. Box 4005
44 Talmadge Road
Edison, New Jersey
 
08818-4005
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (732) 287-1200

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

On March 29, 2007, New Brunswick Scientific Co., Inc. issued a press release entitled “New Brunswick Scientific Co., Inc., Reports Record Sales for 2006,” a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Bonuses for the year ended December 31, 2006, have been awarded by the board of directors of New Brunswick Scientific Co., Inc. to the Chief Executive Officer, Chief Financial Officer and the named executive offices of the Company:

Executive Officer
 
Bonus Amount
 
David Freedman
 
$
94,283
 
James T. Orcutt
   
79,495
 
Thomas Bocchino
   
61,000
 
Dr. Lee Eppstein
   
42,929
 
William J. Dunne
   
35,451
 


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number
 
 
Description of the Exhibit
           99.1
 
Press release dated March 29, 2007, entitled “New Brunswick Scientific Co., Inc., Reports Record Sales for 2006”


Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
New Brunswick Scientific Co., Inc.
 
       
       
Date: March 29, 2007
By: 
/s/ Thomas Bocchino
 
   
Thomas Bocchino
 
   
Vice President, Finance and
 
   
Chief Financial Officer
 

EX-99.1 2 pressrelease123106.htm PRESS RELEASE 12.31.06 Press Release 12.31.06
 
 
 NEW BRUNSWICK SCIENTIFIC CO., INC.
  P.O. Box 4005 • 44 Talmadge Road • Edison, NJ 08818-4005 U.S.A.
 


Investor Contacts: 

Thomas Bocchino
Chief Financial Officer and Treasurer
New Brunswick Scientific Co., Inc.
732.650.2500
tbocchino@nbsc.com
Matthew J. Dennis, CFA
NBS Investor Relations
Clear Perspective Group, LLC
732.226.3030
mdennis@cpg-llc.com 
 

FOR IMMEDIATE RELEASE


New Brunswick Scientific Co., Inc., Reports Record Sales for 2006

Annual Net Income Increases 51 Percent on 12 Percent Higher Sales


Edison, New Jersey—March 29, 2007—New Brunswick Scientific Co., Inc. (NBS) (Nasdaq: NBSC), today announced record net sales and higher net income for the year ended December 31, 2006.

Net sales advanced 11.6% to $75.5 million in 2006, exceeding the previous record of $67.6 million reported for the year ended December 31, 2005. Full-year net income increased 50.8%, reaching $3.8 million compared with 2005’s net income of $2.5 million. Diluted earnings per share advanced 46.4% to $0.41, versus last year’s $0.28. During the year’s final quarter a one-time pre-tax recognition bonus of $396,000 was paid to the company’s co-founder upon his retirement as chief executive officer. Excluding the impact from this item, adjusted net income for the year was $4.0 million, or $0.43 per diluted share. Please see the related disclosure and reconciliation of GAAP to non-GAAP measures contained in this release1.

Net sales for fourth-quarter 2006 rose 8.7% to a new quarterly high of $21.9 million from $20.2 million for the comparable 2005 period. Fourth-quarter net income was $1.1 million, or $0.11 per diluted share, compared with $1.25 million, or $0.14 per diluted share, for the same period one year ago. Excluding the impact of the aforementioned one-time item, adjusted net income for the quarter was $1.3 million or $0.14 per diluted share. Please see the related disclosure and reconciliation of GAAP to non-GAAP measures contained in this release1.

The increase in net sales was due principally to higher shipments of ultra-low temperature freezers, cell culture and fermentation equipment, and shakers. To a lesser extent, full-year sales benefited from a $247,000 foreign currency translation effect on international sales due to the weaker dollar relative to the 2005 period.

Gross margin for the full year improved to 40.5% from 2005’s 40.0%. The margin improvement resulted from increased absorption of overhead expenses due to higher sales, and also reflects discounting that occurred on certain product lines in 2005.
 
800.631.5417 • 732.287.1200 • fax: 732.287.4222 • www.nbsc.com• e-mail: bioinfo@nbsc.com

Selling, general and administrative expenses as a percentage of sales declined to 26.6% for the full-year, versus 27.0% in last year’s corresponding period. Research, development and engineering expenses for 2006 were $4.5 million, compared with $4.6 million in 2005.

Income from operations for the year increased 43% to $6.0 million, compared with $4.2 million for the corresponding period a year ago.

As previously announced, NBS is in the process of implementing a new Oracle Enterprise Resource Planning system. The Company went live with a significant portion of that system in the first Quarter of 2007. Such an implementation is a major undertaking both financially and from a management and personnel perspective. The implementation of this system is having the effect of temporarily slowing down the manufacturing process which will result in a temporary reduction in shipments and net sales.

Commenting on the results, NBS President and Chief Executive Officer James Orcutt said, “NBS realized a very good year in 2006. Order intake increased 6% over last year, and through better management of production planning and shorter cycle times, we were able to increase inventory turnover significantly. In addition, we also paid down approximately $4.5 million in debt and shareholders’ equity increased by 23.0% from $36.7 million at the end of last year to $45.1 million at the end of 2006.

“As we look forward to 2007, we are encouraged by sustained momentum in order rates. We anticipate sales will be further augmented by new product launches and improvements made to existing products resulting from our focused R&D efforts.”

To be added to New Brunswick Scientific’s e-mail distribution list, please click on the link below:

http://www.clearperspectivegroup.com/clearsite/nbsc/emailoptin.html

1Use of Non-GAAP Measures
Management believes that net earnings, basic and diluted earnings per share before special items, which are non-GAAP measurements, are meaningful to investors because they provide a view of the Company with respect to ongoing operating results. Special items represent significant charges or credits that are important to an understanding of the Company’s overall operating results in the period presented. Such non-GAAP measurements are not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as an alternative to GAAP measures of performance. A reconciliation of GAAP measurements to non-GAAP can be found at the end of this release.

About New Brunswick Scientific
New Brunswick Scientific Co., Inc., is a leading global innovator providing a comprehensive line of equipment and instrumentation for the life science industry. The Company’s products are used in the creation, maintenance and control of physical and biochemical environments required for the growth, detection and storage of microorganisms for medical, biological and chemical applications, environmental research and commercial products. Established in 1946, the Company is headquartered in Edison, New Jersey, with sales and distribution facilities located in the United States, Europe and Asia. For more information, please visit:
www.nbsc.com 
 
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of the Company. The forward-looking statements include a number of risks and uncertainties, which are detailed in Part I, Item 1A, “Risk Factors” of our Annual Reports on Form 10-K, and other risk factors identified herein or from time to time in our periodic filings with the Securities and Exchange Commission. Forward-looking statements are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions due to changes in global political, economic, business, competitive, market, regulatory, and other, factors. The Company undertakes no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

800.631.5417 • 732.287.1200 • fax: 732.287.4222 • www.nbsc.com• e-mail: bioinfo@nbsc.com



—Financial Tables Follow—


NEW BRUNSWICK SCIENTIFIC CO., INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per-share amounts)
(Unaudited)

   
Three Months Ended
 
Year Ended
 
   
Dec. 31, 2006
 
Dec. 31, 2005
 
Dec. 31, 2006
 
Dec. 31, 2005
 
                           
Net sales
 
$
21,939
 
$
20,191
 
$
75,463
 
$
67,616
 
Operating costs and expenses:
                         
Cost of sales
   
13,597
   
12,148
   
44,912
   
40,573
 
Selling, general and administrative expenses
   
5,671
   
4,841
   
20,085
   
18,243
 
Research, development and engineering expenses
   
1,052
   
1,074
   
4,488
   
4,620
 
 
Total operating costs and expenses
   
20,320
   
18,063
   
69,485
   
63,436
 
Income from operations
   
1,619
   
2,128
   
5,978
   
4,180
 
Other income (expense):
                         
Interest income
   
138
   
92
   
405
   
272
 
Interest expense
   
(78
)
 
(92
)
 
(333
)
 
(359
)
Other, net
   
56
   
36
   
9
   
91
 
     
116
   
36
   
81
   
4
 
Income before income tax expense
   
1,735
   
2,164
   
6,059
   
4,184
 
Income tax expense
   
674
   
914
   
2,298
   
1,690
 
Net income
 
$
1,061
 
$
1,250
 
$
3,761
 
$
2,494
 
Basic income per share
 
$
0.12
 
$
0.14
 
$
0.41
 
$
0.28
 
Diluted income per share
 
$
0.11
 
$
0.14
 
$
0.41
 
$
0.28
 
                           
Basic weighted average number of shares outstanding
   
9,211
   
9,004
   
9,157
   
8,959
 
Diluted weighted average number of shares outstanding
   
9,272
   
9,083
   
9,222
   
9,022
 
 
 
 

 
800.631.5417 • 732.287.1200 • fax: 732.287.4222 • www.nbsc.com• e-mail: bioinfo@nbsc.com




SELECTED CONSOLIDATED BALANCE SHEET ITEMS
(Dollars in thousands)
(Unaudited)

   
Dec. 31, 2006
 
Dec. 31, 2005
 
Cash and cash equivalents
 
$
8,082
 
$
11,351
 
Accounts receivable, net
   
15,520
   
11,989
 
Inventories
   
13,483
   
13,155
 
Property, plant and equipment, net
   
8,921
   
6,595
 
Total assets
   
59,117
   
54,966
 
Accounts payable and accrued expenses
   
11,366
   
10,782
 
Long-term debt, net of current installments
   
874
   
1,389
 
Shareholders’ equity
   
45,146
   
36,718
 
Working capital
   
27,333
   
22,870
 
Current ratio
   
3.3 to 1
   
2.5 to 1
 
               


1RECONCILIATION OF GAAP AND NON-GAAP MEASURES
(In thousands, except per-share amounts)
(Unaudited)

   
Three Months Ended December 31, 2006
     
Year Ended
December 31, 2006
 
       
   
Net Income
 
Diluted EPS
     
Net Income
 
Diluted EPS
 
GAAP Net income
 
$
1,061
 
$
0.11
       
$
3,761
 
$
0.41
 
                                 
Recognition bonus (net of tax)
   
246
   
0.03
         
246
   
0.02
 
                                 
Non-GAAP Net income
 
$
1,307
 
$
0.14
       
$
4,007
 
$
0.43
 
                                 

# # #
 
 
800.631.5417 • 732.287.1200 • fax: 732.287.4222 • www.nbsc.com• e-mail: bioinfo@nbsc.com
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