10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended December 31, 2006

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

Commission File Number 0-6994

NEW BRUNSWICK SCIENTIFIC CO., INC.

(Exact name of registrant as specified in its charter)

New Jersey	22-1630072
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No)

44 Talmadge Road, Edison, N.J. 08817

(Address of principal executive offices)

Registrant's telephone number, including area code: (732) 287-1200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock - par value $0.0625	NASDAQ
Common stock purchase rights	NASDAQ

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.o Yes x No

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. x Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K.x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

o Yes x No

The aggregate market value of the voting stock held by non-affiliates of the Registrant was $56,506,000 as of June 30, 2006. This figure was calculated by reference to the high and low prices of such stock on June 30, 2006.

The number of shares outstanding of the Registrant's Common stock as of February 22, 2007:  9,220,311.

DOCUMENTS INCORPORATED BY REFERENCE

Registrant's Proxy Statement to be filed within 120 days after the end of the fiscal year 2006, is incorporated in Part III herein.

The EXHIBITS INDEX is on Page 72.

NEW BRUNSWICK SCIENTIFIC CO., INC.

Table of Contents

PART I
Item 1. - Business	1
Item 1A. - Risk Factors	8
Item 2. - Properties	13
Item 3. - Legal Proceedings	13
Item 4. - Submission of Matters to a Vote of Security Holders	13
PART II
Item 5. - Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	14
Item 6. - Selected Financial Data	17
Item 7. - Management’s Discussion and Analysis of Financial Condition and Results of Operation	17
Item 7A. - Quantitative and Qualitative Disclosure About Market Risk	30
Item 8. - Financial Statements and Supplementary Data	31
Item 9. - Changes in and Disagreement with Accountants on Accounting and Financial Disclosure	68
Item 9A. - Controls and Procedures	68
Item 9B. - Other Information	68
PART III
Item 10. - Directors, Executive Officers and Corporate Governance	69
Item 11. - Executive Compensation	69
Item 12. - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	69
Item 13. - Certain Relationships and Related Transactions, and Directors Independence	69
Item 14. - Principal Accounting Fees and Services	69
	69
PART IV
Item 15. - Exhibits, Financial Statement Schedules	70
SIGNATURES

PART I

Item 1.Business.

General

New Brunswick Scientific Co., Inc. and its subsidiaries (“NBS”, “we”, “our” or "the Company") design, manufacture and market a variety of equipment used in biotechnology to create, maintain, measure and control the physical and biochemical conditions required for the growth, detection and storage of biological cultures. This equipment is used in medical, biological, chemical, and environmental research and for the commercial development of antibiotics, proteins, hormones, enzymes, monoclonal antibodies, agricultural products, fuels, vitamins, vaccines and other substances. The equipment sold by NBS includes fermentation equipment, bioreactors, biological shakers, ultra-low temperature freezers, CO₂ incubators, nutrient sterilizing and dispensing equipment, tissue culture apparatus and air samplers.

NBS was incorporated in 1958 as the successor to a business founded in 1946 by two brothers, David and Sigmund Freedman, who were its principal stockholders and until August 31, 2003, two of its directors and executive officers. Sigmund Freedman retired as a Director and as Treasurer of the Company Effective August 31, 2003. Sigmund Freedman passed away in February 2006. David Freedman retired as Chief Executive Officer on December 31, 2006 and continues as a Director and Nonexecutive Chairman of the Board. The Company owns its 243,000 square foot headquarters and primary production facility located on 17 acres of land in Edison, New Jersey.

On November 14, 2003, the Company acquired all of the outstanding Common stock of RS Biotech Laboratory Equipment Limited (RS Biotech), a United Kingdom corporation located in Irvine, Scotland. RS Biotech is in the business of designing, developing and manufacturing CO₂ incubators for laboratories. The acquisition has been accounted for by the purchase method and, accordingly, the results of operations of RS Biotech have been included in the Company’s consolidated financial statements since November 14, 2003.

The Company has a less than 20% equity investment in Antyra, Inc., a biotechnology startup company, that is carried at zero value on the Company’s balance sheet. The Company provides no funds to Antyra, Inc. but does provide laboratory space in exchange for equity securities of Antyra, Inc. Under the terms of a lease with Antyra, Inc., the Company receives shares of Antyra, Inc. preferred stock on a monthly basis in lieu of rent payments on 5,200 square feet of space. For financial reporting purposes, the Company is attributing no value to the shares received under this arrangement.

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Products

Fermentation Equipment and Bioreactors. A fermentor is a device used to create, maintain and control the physical, chemical and biochemical environmental conditions required for growing bacteria, yeast, fungi and other similar microorganisms. Bioreactors serve an identical purpose for the propagation of animal, insect and plant cells. The Company's fermentors and bioreactors range in size from small disposable bioreactors and autoclavable research models to larger systems that are used in cGMP production facilities.

NBS has supplied fermentors and bioreactors to universities, biotechnology and pharmaceutical company laboratories since the 1950's. NBS' fermentors and bioreactors are used in applications using microorganisms engineered by recombinant DNA techniques, immunology and the production of monoclonal antibodies. Animal and plant cells as well as bacteria and viruses are usually grown on a small scale for research purposes. As the process is scaled up (i.e., replicated, using larger volumes), physical and chemical parameters, such as pH, vessel pressure and chemical composition may change, and the equipment used may require increasingly sophisticated control systems. Scale-up, which is one of the important uses of the Company's pilot scale production systems, is a complex technical procedure critical to successful commercialization of biological processes. These systems may be used to set parameters or to determine the feasibility of production at greater volumes, depending upon the goal of the customer. Particularly in the area of bioreactors, the Company has developed unique designs and has been issued patents to protect its technology. The Company's fermentors and bioreactors incorporate sophisticated instrumentation systems to measure, record and control a multiplicity of process variables.

The Company manufactures digital instrumentation for control of fermentors and bioreactors. This instrumentation significantly enhances the utility of any size fermentor or bioreactor. Consisting of an operator display and a series of microprocessor-controlled instrument modules, this control unit uses software developed by the Company to simplify the operation of fermentors and bioreactors while enhancing their performance. It automatically monitors, displays, analyzes and makes immediately available, data concerning the culture process and permits automatic modification of the various growth conditions without the need of a host computer. This system is designed to replace manually operated controls as well as more complex and more costly automatic systems.

Biological Shakers. Biological shakers perform a function similar to fermentors and bioreactors, as they are also used in the process of propagating biological cultures. Under controlled conditions, shakers agitate flasks containing biological cultures in a liquid media in which nutrients are dissolved. Nutrients are the source of energy needed for growth, while shaking provides the dissolved oxygen needed to permit life processes to take place within the microorganism. NBS shakers are in worldwide use in biological laboratories for research, development and in some cases, for production of various medical, biological and chemical products. In addition, shakers are widely used in microbiological and recombinant DNA research.

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The Company manufactures an extensive line of biological shakers ranging in size from portable laboratory benchtop models to large multi-tier industrial machines. Some models of the Company's shakers are designed to agitate flasks under controlled environmental conditions of temperature, atmosphere and light. Each shaker incorporates a variable speed controller and may be equipped to accommodate flasks of various sizes. To permit culture growth under constant and reproducible conditions, shakers manufactured by NBS are precision engineered and manufactured to agitate flasks uniformly and continuously over prolonged periods.

The Company manufactures three distinct lines of shakers. Its INNOVA line, which is its most sophisticated shaker, its Excella Series™ which is intended primarily for sale through distributors and its I-Series which is manufactured exclusively for Fisher Scientific, the laboratory products distributor subsidiary of Thermo Fisher Scientific.

Ultra-Low Temperature Freezers. Ultra-low temperature (“ULT”) freezers are utilized in research, clinical and industrial applications. They are primarily used to store or conserve biological products that include specimens (cells, tissues), stock cultures (bacteria, viruses) and vaccines. ULT freezers have a temperature range of -50 degrees C to -86 degrees C and come in both upright and chest models of varying sizes.

The Company manufactures two distinct lines of ULT freezers. Six models in its space-saving INNOVA line, which utilizes thin vacuum insulation panels provide up to a 30% increase in storage capacity over traditionally insulated models in the same footprint. The four models in the Company’s standard line offer an economical alternative and make use of conventional urethane insulating techniques.

CO₂ Incubators. The Company manufactures a complete range of direct heat CO₂ incubators, which are used in the life science industry to control the culture conditions of cells and tissues. The Company also manufactures a model specific to the in-vitro fertilization market. The Company’s most advanced systems feature six-sided direct heating, accurate infrared CO₂ sensing, and fanless convection air circulation to optimize cell culture conditions, as well as a variety of features to simplify routine operations and maintenance.

Media Sterilizing and Dispensing Equipment. The Company sells devices that automatically sterilize biological nutrients and then maintain those nutrients at the required temperature for subsequent use. As a complement to its nutrient sterilizers, NBS also sells an apparatus which automatically fills culture dishes with sterile nutrient.

Tissue Culture Apparatus. The Company manufactures an apparatus to rotate bottles and test tubes slowly and constantly for the purpose of growing animal and plant cells as well as bacteria. Certain models of this apparatus may be placed into an incubator and equipped to regulate the speed of rotation.

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Air Samplers. The Company also manufactures air samplers which are used to detect the presence of spores and other microbial organisms in the environment. These instruments can sample large volumes in environments having limited contamination such as clean rooms, as well as sample smaller volumes in areas with larger amounts of viable organisms.

Other Scientific Products. NBS distributes a line of centrifuges for separating cells from fermentation broth and is the exclusive North American distributor of the NucleoCounter™, an automated cell counting device for mammalian cells.

Product Development

NBS designs and develops substantially all the products it sells. Its personnel, who include biochemical, electrical, chemical, mechanical, electronic and software engineers as well as scientists and technical support staff, formulate plans and concepts for new products and improvements or modifications to existing products. The Company develops specialized software for use with its computer-coupled systems and all its microprocessor-controlled instrumentation systems.

Research and Development

Research and development expenditures, all of which are sponsored by the Company, amounted to $4,488,000 in 2006, $4,555,000 in 2005 and $3,597,000 in 2004. Forty-four (44) of the Company's professional employees were engaged full time in research and development activities.

Manufacturing

Manufacturing is conducted according to planning and production control procedures primarily on a lot production basis rather than on an assembly line. NBS fabricates its parts from purchased raw materials and components and produces most of its subassemblies. These parts, components and subassemblies are carried in inventory in anticipation of projected sales and are then assembled into finished products according to production schedules. In general, manufacturing is commenced in anticipation of orders. The manufacturing processes for the Company's products range from two weeks to months, depending upon the product size, complexity and quantity. However, a substantial portion of orders received are for items in the process of being manufactured or in inventory.

The raw materials used by the Company include stainless steel, carbon steel, copper, brass, aluminum and various plastics. Some components are purchased from others, including pumps, compressors, plumbing fittings, electrical and electronic components, gauges, meters, motors, glassware and general purpose hardware. Many of these components are built to the Company's specifications. NBS is not dependent upon any single supplier for any raw material or component, but delay in receipt of key components can affect the manufacturing schedule.

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The Company's products are designed to operate continuously over long periods with precision and regularity so that research and production may be conducted under controlled, constant and reproducible conditions. The Company manufactures its products from materials which it selects as having characteristics necessary to meet its requirements. In addition, to ensure that its manufacturing processes result in products meeting exacting specifications and tolerances, NBS follows rigorous inspection procedures. NBS maintains a quality assurance department which is responsible for inspecting raw materials and parts upon arrival at its plants as well as inspecting products during manufacture. NBS' products are serviced at its plants and at its customers' premises by Company technicians or by distributors' technicians.

Marketing and Sales

The Company sells its equipment to biotechnology and pharmaceutical companies, agricultural and chemical companies, other industrial customers engaged in biotechnology and to medical schools, universities, research institutes, hospitals, private laboratories and laboratories of federal, state and municipal government departments and agencies in the United States. While only a small percentage of the Company's sales are made directly to United States government departments and agencies, its domestic business is significantly affected by government expenditures and grants for research to educational research institutions and to industry. The Company regularly evaluates credit granted to customers.

Since 1990, Fisher Scientific (“Fisher”), the laboratory products distributor subsidiary of Thermo Fisher Scientific, Inc., has been the exclusive distributor of certain products manufactured by the Company. In January 2007, Fisher and the Company renewed their distributorship agreement. Fisher is the exclusive U.S. distributor of the Company’s Excella, C-Line and I-Series biological shakers. While Fisher is the exclusive U.S. distributor for these NBS shakers, NBS markets and sells its INNOVA shakers and other products on a direct basis. Fisher also distributes a few selected INNOVA models and is the exclusive U.S. distributor of the Company’s CO₂ incubators, although the Company sells its CO₂ incubators directly as well. Fisher is also the exclusive distributor for the Company’s C-Line shakers in certain European countries and has a broader distribution arrangement with the Company in Canada and France. Fisher accounted for approximately 15.1%, 13.8% and 16.0%, respectively, of consolidated net sales during the years ended December 31, 2006, 2005 and 2004. The Company did not have net sales to any other customer in excess of 10% of consolidated net sales in any year.

NBS also sells its equipment, both directly and through scientific equipment dealers, to foreign companies, institutions and governments. The major portion of its foreign sales are made in Canada, Europe, China, Japan, India, Taiwan and Brazil. NBS also sells its products in Africa, and other Asian and Latin American countries. These sales may be substantially affected by changes in the capital investment policies of foreign governments or by the availability of hard currency. These sales may also be affected by U.S. export control regulations applicable to scientific equipment.

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For information concerning net sales in the United States and foreign countries, long-lived assets located in the United States and foreign countries, and export sales for each of the three years ended December 31, 2006, see Note 12 of Notes to Consolidated Financial Statements. Export sales consist of all sales by the Company's domestic operations to customers located outside the United States. Hence, foreign sales include export sales.

Substantially all of the orders received by the Company's domestic operations are recorded in United States Dollars. Outside North America, the Company books orders for equipment in Euros and British Pounds as well as United States Dollars. The assets and liabilities of the Company's European subsidiaries are valued in local currencies. Fluctuations in exchange rates between those currencies and the United States Dollar could have a substantial impact on the Company's consolidated financial statements, as measured in United States Dollars.

Export sales are influenced by changes in the exchange rate of the United States Dollar as those changes affect the cost of the Company's equipment to foreign customers. Certain countries may not be able to make substantial capital purchases in United States Dollars for economic or political reasons.

NBS maintains five European sales offices through wholly-owned subsidiaries, New Brunswick Scientific (U.K.) Limited, in England, New Brunswick Scientific B.V. in The Netherlands, New Brunswick Scientific GmbH in Germany, New Brunswick Scientific NV/SA in Belgium and New Brunswick Scientific S.a.r.l. in France. NBS also maintain three sales offices in China.

Competition

The competitive factors affecting the Company's position as a manufacturer of biotechnology equipment include availability, reliability, ease of operation, the price of its products, its responsiveness to the technical needs and service requirements of customers, and product innovation.

NBS encounters competition from approximately 5 domestic and 6 foreign competitors in the sale of its products. Many of the Company’s competitors have financial, engineering, product development, sales and marketing and other resources greater than the Company’s.

The Company's principal competitors in the sale of fermentation equipment and bioreactors both in the United States and overseas are Sartorius BBI, a German company and Applikon, B.V., located in The Netherlands.

The Company believes that it has the largest worldwide market share for biological shakers. Thermo Fisher Scientific in the United States as well as several manufacturers in Europe are competitors of the Company in this market.

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The Company, having begun in 2001 to sell ultra-low temperature freezers in the U.S., has a relatively small market share there but believes it has a substantial market share for freezers in the European market where it has been selling freezers for over 20 years. The Company’s main competitors in the sale of freezers are Thermo Fisher Scientific and Sanyo.

The Company, through the acquisition of RS Biotech Laboratory Equipment Limited in November 2003 began selling its own CO₂ incubators. Since RS Biotech sold its CO₂ incubators primarily in the United Kingdom, the Company believes it has a substantial market share in the UK and a relatively small market share in the rest of the world. The Company’s main competitors in the sale of CO₂ incubators are Thermo Fisher Scientific, Sanyo, NuAire and Binder.

NBS encounters substantial competition in the sale of most of its other equipment where its sales do not represent major market shares.

Employees

NBS employs approximately 437 people, including 251 people engaged in manufacturing and supervision, 44 in research, development and engineering, 106 in sales and marketing, and 36 in administrative and clerical capacities. Manufacturing employees currently work a single shift, however, in certain areas a second shift has been employed. The Company's New Jersey manufacturing employees are represented by District 15 of the International Association of Machinists, AFL-CIO under a contract which expires in December 2007. The Company considers its labor relations to be good.

Patents and Trademarks

NBS holds and has filed applications for United States and foreign patents relating to many of its products, their integral components and significant accessories. NBS also has certain registered trademarks. However, NBS believes that its business is not dependent upon patent, trademark, or other proprietary protection in any material respect.

Website Access to Reports

The Company makes its periodic and current reports available, free of charge, on its website (www.nbsc.com) as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission.

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Forward-Looking Statements

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 involve a number of risks and uncertainties, including but not limited to, changes in economic conditions, demand for the Company’s products, pricing pressures, intense competition in the industries in which the Company operates, the need for the Company to keep pace with technological developments and timely respond to changes in customer needs, the Company’s dependence on third party suppliers, the effect on foreign sales of currency fluctuations, acceptance of new products, the labor relations of the Company and its customers and other factors identified in the Company’s Securities and Exchange Commission filings. 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.

Item 1A.Risk Factors.

The Company is subject to a number of important risks and uncertainties. The accompanying risk factors should be read in conjunction with the information included in this Form 10-K.

Restrictions imposed by the terms of the Company’s Bank Agreement may limit the operating and financial flexibility.

The Company and Wachovia Bank, National Association (the “Bank”) are parties to an agreement (the “Bank Agreement”), which has had a number of amendments, which expires on May 31, 2008. The Bank Agreement provides the Company with a credit facility for acquisitions, equipment loans, working capital and letters of credit and foreign exchange transactions. All of the Company’s domestic assets, which are not otherwise subject to lien, have been pledged as security for any borrowings under the Bank Agreement. The Bank Agreement contains various business and financial covenants including among other things, a debt service ratio, a net worth covenant and a ratio of total liabilities to tangible net worth.

The Company’s failure to comply with the obligations under the Bank Agreement may result in an event of default, which, if not cured or waived, may permit acceleration of the indebtedness under the Bank Agreement. The Company cannot be certain that it will have sufficient funds available to pay any accelerated indebtedness or that it will have the ability to refinance accelerated indebtedness on favorable terms should an event of default occur.

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A significant disruption in information technology systems, such as failure to properly implement a new Oracle Enterprise Resource Planning system as previously announced could adversely affect the operations and results of operations of the Company.

The Company has begun the implementation of a new Oracle Enterprise Resource Planning system which will be phased in over the next two years, including a significant portion which is expected to occur in the first quarter of 2007. This system will replace many of the Company’s existing operating and financial systems. Such an implementation is a major undertaking both financially and from a management and personnel perspective. Should the system not be implemented successfully and within budget, it could be disruptive and or adversely affect the operations and results of operations of the Company. Furthermore, the implementation of this system will have the effect of temporarily slowing down the manufacturing process which will result in a temporary reduction in shipments and net sales.

The Company has numerous competitors which have financial and other resources greater than the Company’s. Should the Company not compete successfully with its competitors, this could result in an adverse affect on results of operations.

The Company encounters competition from approximately 5 domestic and 6 foreign competitors in the sale of its products. Many of the Company’s competitors have financial, engineering, product development, sales and marketing and other resources greater than the Company’s. Should the Company be unable to compete with its competitors effectively by developing and introducing innovative and reliable new products on a timely basis, there could be an adverse affect on the Company’s results of operations.

Delays in receipt of raw materials could interrupt manufacturing schedules which could have an adverse affect on results of operations.

The raw materials used by the Company include stainless steel, carbon steel, copper, brass, aluminum and various plastics. Some components are purchased from others, including pumps, compressors, plumbing fittings, electrical and electronic components, gauges, meters, motors, glassware and general purpose hardware. Many of these components are built to the Company's specifications. The Company is not dependent upon any single supplier for any raw material or component, but delay in receipt of key components could adversely affect the manufacturing schedule.

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The Company’s domestic business is significantly affected by United States government expenditures and grants for research to educational research institutions and industry. Should the government, for extended periods of time, decrease their level of expenditures and grants, there could be an adverse affect on results of operations.

The Company sells its equipment to biotechnology and pharmaceutical companies, agricultural and chemical companies, other industrial customers engaged in biotechnology and to medical schools, universities, research institutes, hospitals, private laboratories and laboratories of federal, state and municipal government departments and agencies in the United States. While only a small percentage of the Company's sales are made directly to United States government departments and agencies, its domestic business is significantly affected by government expenditures and grants for research to educational research institutions and to industry. Should the United States government, for extended periods of time, decrease their level of expenditures and grants, there could be an adverse affect on the Company’s results of operations.

Fisher, the laboratory products distributor subsidiary of Thermo Fisher Scientific, Inc., accounted for 15.1%, 13.8% and 16.0%, respectively, of consolidated net sales during the years ended December 31, 2006, 2005 and 2004. Thermo Fisher Scientific manufactures products that compete with the Company’s shaker products. A significant change or termination in the distribution agreement with Fisher could have an adverse affect on results of operations.

Since 1990, Fisher has been the exclusive distributor of certain products manufactured by the Company. In 2007, Fisher and the Company renewed their distributorship agreement. While Fisher is the exclusive U.S. distributor for certain NBS shakers, NBS markets and sells its INNOVA shakers and other products on a direct basis. Fisher also distributes a few selected INNOVA models and is the exclusive U.S. distributor of the Company’s CO2 incubators, although the Company sells its CO2 incubators directly as well. Fisher Scientific is also the exclusive distributor for the Company’s C-Line shakers in certain European countries and has a broader distribution arrangement with the Company in Canada and France. A subsidiary of Thermo Fisher Scientific also manufactures products that compete with the Company’s shaker products. Fisher accounted for approximately 15.1%, 13.8% and 16.0%, respectively, of consolidated net sales during the years ended December 31, 2006, 2005 and 2004. Should a significant change or termination of this agreement occur this could have an adverse affect on the results of operations.

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The Company’s business relies heavily on foreign sales. Changes in economic, political and other risks associated with these activities could have an adverse affect on results of operations.

NBS also sells its equipment, both directly and through scientific equipment dealers to foreign companies, institutions and governments. The major portion of its foreign sales are made in Canada, Europe, China, Japan, India, Taiwan and Brazil. NBS also sells its products in Africa and other Asian and Latin American countries. These sales may be substantially affected by changes in the capital investment policies of foreign governments or by the availability of hard currency. These sales may also be affected by U.S. export control regulations applicable to scientific equipment. Should any of the aforementioned events occur, there could be an adverse affect on the results of operations.

The Company relies heavily on foreign operations. Changes in foreign currency exchange rates could have a substantial impact on results of operations.

Substantially all of the orders received by the Company's domestic operations are recorded in United States Dollars. Outside North America, the Company books orders for equipment in Euros and British Pounds as well as United States Dollars. The assets and liabilities of the Company's European subsidiaries are valued in local currencies. Fluctuations in exchange rates between those currencies and the United States Dollar could have a substantial impact on the Company's consolidated financial statements, as measured in United States Dollars.

Sales to the Company’s foreign customers are influenced by changes in the exchange rate of the United States Dollar as those changes affect the cost of the Company's equipment to foreign customers. Certain countries may not be able to make substantial capital purchases in United States Dollars for economic or political reasons. Should changes in foreign currency exchange rates make it more difficult for foreign customers to purchase the Company’s products, the Company’s results of operations could be negatively affected.

The Company does not have significant redundant manufacturing operations at its facilities. If any of the Company’s facilities are unable to produce and ship products, it could have an adverse affect on results of operations.

The Company does not maintain significant redundant manufacturing operations at its facilities. Any event impacting the manufacturing facilities, or the equipment, or suppliers including, without limitation, wars, terrorist activities and natural disasters could delay or suspend manufacturing and shipment of products which could have an adverse affect on the Company’s results of operations. Even though the Company carries business interruption insurance policies, losses could exceed the coverage available under these policies.

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The Company’s New Jersey manufacturing employees are covered under a collective bargaining agreement. A strike, walkout or lockout for a significant period of time could have an adverse affect on results of operations.

The Company's New Jersey manufacturing employees are represented by District 15 of the International Association of Machinists, AFL-CIO under a contract which expires in December 2007. The Company considers its labor relations to be good. However, if a strike, walkout or lockout occurred for a significant period of time, it could have an adverse affect on results of operations

The Company could be exposed to increased costs and risks associated with complying with increasing and new regulations of corporate governance and disclosure standards.

The Company expects to continue to spend an increased amount of management time and internal and external resources to comply with changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and NASDAQ Stock Market listing requirement. In particular, Section 404 of the Sarbanes-Oxley Act of 2002 requires management’s annual review and evaluation of the Company’s internal control system and attestations of the effectiveness of these systems by the Company’s independent auditors. The Company will be documenting and testing internal control systems and procedures and considering improvements that could be necessary in order for the Company to comply with the requirements of Section 404 by the end of 2007. This process has required the Company to hire outside advisory services and has resulted in additional accounting and legal expenses. While the Company believes that it currently has adequate internal controls over financial reporting, in the event that the Company’s chief executive officer, chief financial officer or independent auditors determine that the controls over financial reporting are not effective as defined under Section 404, investors perceptions of the Company could be adversely affected and could cause a decline in market price of the Company’s stock.

The market for the Company’s Common stock is limited and may not provide investors with liquidity or a market based valuation for their Common stock.

The Company considers its Common stock to be thinly traded and any last reported sale prices may not be a true market-based valuation of the Common stock. The present volume of trading in the Company’s Common stock may not provide investors sufficient liquidity in the event they wish to sell their Common shares.

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Item 2.Properties.

The Company's executive, administrative, engineering and domestic sales offices and its U.S. manufacturing operations, warehouse and other facilities are located in a Company-owned 243,000 square foot one-story steel and concrete block building situated on a 17-acre site in Edison, New Jersey. Approximately 50,500 square feet is office space, approximately 10,400 square feet is laboratory space, approximately 5,200 square feet is leased to Antyra, Inc. and the balance is devoted to manufacturing and warehouse facilities. The Company’s RS Biotech Laboratory Equipment Limited subsidiary owns its 30,345 square foot building in Irvine, Scotland and the Company's NBS B.V. subsidiary owns its 22,825 square foot building in Nijmegen, The Netherlands.

The Company's other wholly-owned European subsidiaries lease facilities as follows: New Brunswick Scientific (UK) Limited - 3,002 square feet, NBS Cryo-Research Limited - 24,664 square feet, NBS GmbH - 1,173 square feet and New Brunswick Scientific NV/SA - 1,990 square feet.

Item 3. Legal Proceedings.

No material legal proceedings are currently pending.

From time to time, the Company is involved in litigation in the normal course of business, which management believes, after consultation with counsel, the ultimate disposition of which will not have a material adverse effect on the Company's consolidated results of operations or financial position.

Item 4.Submission of Matters to a Vote of Security Holders.

None.

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PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(A)Market Information - The Company's Common stock is traded in the National over-the-counter market (NASDAQ symbol NBSC). The following table sets forth the high and low prices for the Company's Common stock as reported by NASDAQ for the periods indicated.

	HIGH		LOW
2005
First Quarter	$	7.33	$	5.48
Second Quarter		6.00		4.65
Third Quarter		6.50		5.22
Fourth Quarter		7.07		5.36
2006
First Quarter	$	8.79	$	6.66
Second Quarter		10.28		7.15
Third Quarter		8.44		7.00
Fourth Quarter		8.46		7.25
2007
First Quarter (through February 28, 2007	$	9.00	$	7.85

(B)Holders - The number of holders, including beneficial owners, of NBS' Common stock as of February 28, 2007, is 1,996.

(C)Dividends - In the last two years, the Company has not declared or paid a cash dividend on its Common stock. Payment of future dividends, if any, on the Company’s Common stock will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and expansion plans.

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(D)Securities authorized for issuance under equity compensation plans - The following table provides the information about the Company’s common stock that may be issued upon the exercise of options and rights under all existing equity compensation plans as of December 31, 2006.

Equity Compensation Plan Information
	Number of securities to be issued upon exercise of outstanding stock options		Weighted average exercise price of outstanding stock options		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders		455,643	$	5.63		481,404
Equity compensation plans not approved by security holders		-		-		-
Total		455,643	$	5.63		481,404

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(E)Performance Graph - The following chart compares the yearly change in the cumulative total shareholder return on the Company’s Common stock during the last five years ended December 31, 2006, with the cumulative total return of the Hemscott Index and an index comprised of the Hemscott Group Index. The comparison assumes that $100 was invested on December 31, 2001 in the Company’s Common stock and in each of the other two indices.

COMPANY/INDEX/MARKET	2001		2002		2003		2004		2005		2006
New Brunswick Scientific Co., Inc.	$	100.00	$	106.79	$	117.04	$	137.18	$	150.23	$	179.22
Scientific/Tech Instruments		100.00		63.24		101.80		113.31		122.13		141.70
Hemscott Index		100.00		79.43		105.75		118.62		127.02		147.03

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Item 6.Selected Financial Data.

The following table sets forth selected consolidated financial information regarding the Company's financial position and operating results. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto which appear elsewhere herein.

	Year Ended December 31,
	2006		2005		2004		2003			2002
	(In thousands, except per share amounts)
Net sales	$	75,463	$	67,616	$	62,124	$	49,404		$	57,226
Net income (loss) (a)		3,761		2,494		1,931		(1,352	)		2,412
Basic net income (loss) per share		0.41		0.28		0.22		(0.16	)		0.29
Diluted net income (loss) per share		0.41		0.28		0.22		(0.16	)		0.28
Total assets (b) (c)		59,117		54,966		53,795		51,531			45,543
Long-term debt, net of current installments (b) (c)		874		1,389		6,022		7,675			5,213

(a)   Includes pre-tax charges of $320,000 in 2003 related to the assignment of the lease and relocation of certain UK operations and $346,000 in 2004 related to severance costs. Also includes a pretax charge of $150,000 pertaining to a write-off in 2004 of inventory related to a discontinued product.

(b)   At year-end.

(c)   The balance sheet data as of December 31, 2002 is derived from unaudited financial statements not included herein, as a result of a 2004 restatement.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operation.

The following is Management's Discussion and Analysis of significant factors that have affected the Company's operating results and financial condition during the years ended December 31, 2006, 2005 and 2004, respectively, and should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in the Annual Report on Form 10-K.

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The Company is in the process of implementing its enterprise resource planning system (“ERP System”). The implementation will be phased in over the two years, including a significant portion which is expected to occur in the first quarter of 2007. The implementation includes changes that involve internal controls over financial reporting. Although the Company expects the implementation to proceed without any material adverse effects, the possibility exists that the migration to this ERP System could adversely affect the Company’s internal controls, disclosure controls and procedures or results of operations in future periods. Furthermore, 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.

Results of Operations

Executive Overview

The Company is a leading provider of a wide variety of research equipment and scientific instruments for the life sciences used to create, maintain and control the physical and biochemical conditions required for the growth, detection and storage of microorganisms.

The Company’s products are used for medical, biological, chemical and environmental research and for the commercial development of antibiotics, proteins, hormones, enzymes, monoclonal antibodies, agricultural products, fuels, vitamins, vaccines and other substances.

The Company sells its equipment to biotechnology and pharmaceutical companies, agricultural and chemical companies, other industrial customers engaged in biotechnology, and to medical schools, universities, research institutes, hospitals, private laboratories and laboratories of federal, state and municipal government departments and agencies in the United States. While only a small percentage of the Company’s sales are made directly to United States government departments and agencies, its domestic business is significantly affected by government expenditures and grants for research to educational research institutions and to industry. The Company also sells its equipment both directly (primarily in Europe) and through scientific equipment dealers to foreign companies, institutions and governments. Foreign sales may be affected by U.S. export control regulations applicable to scientific equipment.

Fisher Scientific, the Company’s largest customer, is the exclusive U.S. distributor of the Company’s Excella, C-Line and I-Series biological shakers and is the exclusive dealer for the Company’s CO₂ incubators in the United States. Fisher Scientific is also the exclusive distributor of the Company’s C-Line shakers in certain European countries and has a broader distribution arrangement with the Company in Canada and in France.

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Net Sales and Backlog Information

The following table summarizes consolidated backlog, orders and net sales for the years ended December 31, 2006 and 2005 (in thousands of dollars):

	2006		2005		Increase (Decrease)			% Change
Backlog - beginning	$	10,776	$	8,376	$	2,400			28.7	%
Add orders received		73,904		70,016		3,888			5.6
Less net sales		75,463		67,616		7,847			11.6
Backlog - ending	$	9,217	$	10,776	$	(1,559	)		(14.5	)%

Net sales increased 11.6% to $75,463,000 for the year ended December 31, 2006 from $67,616,000 from the year ended December 31, 2005. Net sales increased 16.7% internationally and U.S. net sales increased 4.5% during 2006. The overall increase in net sales was due principally to higher sales of ultra low temperature freezers, cell culture and fermentation equipment and shakers. Due to the weakness of the U.S. Dollar compared to the European currencies during the year ended December 31, 2006 versus 2005, the effects of foreign currency translation favorably affected net sales during the year ended December 31, 2006 by $247,000 or 0.3% of net sales when compared with the year ended December 31, 2005.

New orders received for the year ended December 31, 2006 increased by 5.6% or $3,888,000. As of December 31, 2006 the backlog decreased 14.5%. As a result of higher inventory levels in early 2006, reduced cycle times and improved production planning, the Company was able to handle the increase in orders while decreasing the backlog from the December 31, 2005 level.

The following table summarizes consolidated backlog, orders and net sales for the years ended December 31, 2005 and 2004 (in thousands of dollars):

	2005		2004		Increase (Decrease)			% Change
Backlog - beginning	$	8,376	$	9,018	$	(642	)		(7.1	)%
Add orders received		70,016		61,482		8,534			13.9
Less net sales		67,616		62,124		5,492			8.8
Backlog - ending	$	10,776	$	8,376	$	2,400			28.7	%

Net sales increased 8.8% to $67,616,000 for the year ended December 31, 2005 from $62,124,000 from the year ended December 31, 2004. Net sales increased 15.6% internationally and U.S. net sales increased by 0.7% during 2005. The overall increase in net sales was due principally to higher unit volume of fermentation equipment, ultra low temperature freezers and CO₂ incubators. U.S. net sales were negatively impacted due to an inventory reduction program by one of the Company’s distributors. The effects of foreign currency translation on net sales for the year ended December 31, 2005 were minimal.

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New orders received for the year ended December 31, 2005 increased by 13.9% or $8,534,000 versus a net sales increase of 8.8% or $5,492,000 for the same period. As a result of the order rate outpacing the net sales rate, there was a $2,400,000 increase in the backlog at December 31, 2005.

Gross Margin

The following table shows gross profit and gross margin for the years ended December 31, 2006, 2005 and 2004 (in thousands of dollars):

	2006			2005			2004
Net sales	$	75,463		$	67,616		$	62,124
Cost of sales		44,912			40,573			37,292
Gross profit	$	30,551		$	27,043		$	24,832
Gross margin		40.5	%		40.0	%		40.0	%

For the year ended December 31, 2006, the gross margin increased to 40.5% from 40.0% from the prior year. This increase is attributable to greater absorption of overhead due to the increased production at our factories. The results for the year ended December 31, 2005 was negatively impacted by the effects of our aggressive discounting strategy aimed at gaining market share for certain products in select markets.

Cost of goods sold for the year ended December 31, 2006 included a share-based compensation charge of $32,000 associated with the adoption of SFAS 123R. As of December 31, 2006, $8,000 of compensation costs associated with the adoption of SFAS 123R was capitalized into inventory.

For the year ended December 31, 2005 there was no change in the gross margin percentage from the year ended December 31, 2004, which remained at 40.0%. Margins of the Company’s U.S. operations declined slightly due to the higher level of export sales through dealer organizations which carry lower margins than direct sales and competitive discounting. Offsetting this decline were (i) higher margins realized by the Company’s European sales subsidiaries, (ii) greater absorption of overhead due to the increase in volume, and (iii) lower provisions for excess and obsolete inventory in 2005 as a result of improved inventory management.

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Selling, General and Administrative

Selling, general and administrative expenses increased $1,842,000 to $20,085,000 for the year ended December 31, 2006 compared with the year ended December 31, 2005. This increase was primarily due to: (i) training, data conversion, consulting, and maintenance costs associated with implementing a new Oracle Enterprise Resource Planning system; (ii) increased personnel and related cost associated with our sales and service groups, (iii) a share-based compensation charge of $304,000 associated with the adoption of SFAS 123R, (iv) a $396,000 recognition bonus to be paid to the Company’s founder and former Chief Executive Officer, and (v) $62,000 from the unfavorable effects of the weaker U.S. Dollar versus the 2005 period. The 2005 period was negatively impacted by $207,000 of consulting costs related to Sarbanes Oxley Section 404 compliance.

Selling, general and administrative expenses increased $750,000 to $18,243,000 for the year ended December 31, 2005 compared with the year ended December 31, 2004. The increase was due primarily to increased personnel costs in the sales and marketing groups domestically and internationally, costs associated with compliance with the Sarbanes-Oxley Act of 2002, and increased accounting and legal fees. Selling, general and administrative expense for the year ending December 31, 2004 included a severance payment of $346,000 to the Company’s European managing director. The effects of foreign currency translation for the year ended December 31, 2005 were minimal.

Research, Development and Engineering

Research, development and engineering expenses for the year ended December 31, 2006 decreased by $132,000 to $4,488,000 compared with the year ended December 31, 2005. Spending for the 2006 period reflect reduced spending on consulting and costs associated with prototypes. Included in the results for the year ended December 31, 2006 is a share-based compensation charge of $22,000 associated with the adoption of SFAS 123R.

Research, development and engineering expenses for the year ended December 31, 2005 increased by $933,000 to $4,620,000 compared with the year ended December 31, 2004. The increase was primarily related to personnel costs, consulting and materials used in the development of new product designs for the Company.

Interest Income

For the years ended December 31, 2006 and 2005 interest income increased by $133,000 and $187,000, respectively. The increase is primarily due to higher available cash and rising interest rates on invested cash.

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Interest Expense

Interest expense decreased by $26,000 to $333,000 during the year ended December 31, 2006. This reduction in interest expense is due primarily to capitalized interest of $42,000 on our new enterprise resource planning system during the year ended December 31, 2006 and a lower level of average outstanding debt during 2006.

Interest expense decreased by $35,000 to $359,000 during the year ended December 31, 2005. The decrease in interest is a result of lower outstanding borrowing in 2005 versus 2004. Interest expense was also affected by and includes the changes in the carrying value of interest rate swaps which fixed the interest rates on certain variable rate debt, which had not been designated as effective hedges until April 1, 2005. The positive effect of the interest rate swaps amounted to $197,000 in 2005 compared to $261,000 in the 2004 period.

Other Income (Expense)

The following table details other income (expense)for the years ended December 31, 2006, 2005 and 2004 (in thousands of dollars):

	2006			2005			2004
Gain (loss) on assets sold	$	-		$	(1	)	$	(22	)
Gain on foreign currency transactions (a)		55			143			3
Bank fees		(39	)		(37	)		(46	)
Other, net		(7	)		(14	)		(11	)
Total other income (expense)	$	9		$	91		$	(76	)

____________________

(a)   Foreign exchange transaction gains and losses relate primarily to the settlement of purchases in the normal course of business between the Company’s United States and European operating companies.

Income Tax Expense

The Company’s effective income tax rate for the years ended December 31, 2006 and 2005 was 37.9% and 40.4%, respectively. The decrease in the Company’s effective income tax rate is attributable to a number of factors including: (i) a decrease in state and local taxes, (ii) the tax impact on the income of the Company’s foreign subsidiaries which are taxed at lower rates, (iii) deductibility of certain expenses, and (iv) utilization in 2006 of loss carryforwards from certain of the Company’s European subsidiaries.

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The Company’s effective income tax rate of 40.4% and 40.9% for the years ended December 31, 2005 and 2004, respectively, is higher than might otherwise be expected due to changes in the valuation allowances on deferred tax assets for which management believes some portion of those deferred tax asset may not be realized in the future.

Currency Translation

During 2006, the U.S. Dollar weakened against the currencies of the European countries where the Company has subsidiary operations. The effect on balance sheet translation resulted in an unrealized currency translation gain of $2,666,000 versus the 2005 period when the U.S. Dollar strengthened against the currencies of the European countries. During 2005, the effect of balance sheet translation resulted in an unrealized currency translation loss of $2,089,000.

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Financial Condition

Liquidity and Capital Resources

Contractual Obligations

The Company’s contractual obligations and commitments at December 31, 2006 principally include obligations associated with its outstanding indebtedness, future minimum operating lease obligations and purchase obligations as set forth in the following table:

	Payments Due by Period
	(In thousands)
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Long-term debt, obligations (a)	$	1,414	$	540	$	874	$	-		-
Interest payments		85		55		30		-		-
Operating lease obligations (b)		3,012		837		1,393		391		391
Purchase obligations(c)		7,642		7,328		314		-		-
Total contractual cash obligations	$	12,153	$	8,760	$	2,611	$	391	$	391

_____________________

(a)   Consists primarily of debt incurred for acquisitions financed under the Company’s Bank Agreement and of notes due to the sellers of businesses acquired by the Company (See Note 6 to the Consolidated Financial Statements).

(b)   Primarily reflects (on a gross basis before sublet income) lease obligations for four premises in the United Kingdom, two of which have been sublet. Both of the subleased premises have been sublet for the entire terms of their leases. One has a lease expiration date of 2014 and an annual rental of £99,750 ($195,300 at December 31, 2006). The second sublet premises has a lease expiration date of September 28, 2009 and an annual rental of £45,000 ($88,100 at December 31, 2006).

(c)   Primarily includes commitments for raw materials and services related to the Company’s production of equipment at its various manufacturing facilities.

Guarantees

In order to secure a £250,000 grant from the Scottish Ministers, Scottish Executive Enterprise, Transport and Lifelong Learning Department for the relocation and expansion of the Company’s facility in Scotland, UK, the Company guaranteed the repayment of that grant for up to £250,000 plus interest, should the Company not fulfill its obligations under that grant. Among other conditions, the Scottish Ministers could recall all or a portion of the grant should the Company fail to meet specific job targets or experience a change in control. On August 8, 2006 the Company received the first installment under the grant which amounted to £110,000 and will be recognized into income over a weighted average life of 7 years. The guarantee will terminate on the fifth anniversary of the first payment of the grant. As of December 31, 2006, the amount of the guarantee is £110,000 ($215,400) and the unamortized portion of the grant was £101,000 ($197,800).

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Cash Flows:

Operating Activities

Cash and cash equivalents decreased $3,269,000 to $8,082,000 at December 31, 2006 from $11,351,000 at December 31, 2005. Net cash provided by operating activities amounted to $3,388,000 for the year ended December 31, 2006. The overall factors primarily affecting operating cash flows during the year ended December 31, 2006 were (i) net income of $3,761,000 as adjusted for non-cash items such as depreciation and amortization, share-based compensation, deferred income taxes and a change in the fair value of interest rate swaps, (ii) an increase in advance payments from customers, and (iii) a decrease in prepaid expenses, other current assets, inventories and other assets, partially offset by (i) an increase in accounts receivable, and (ii) a decrease in accounts payable and other liabilities. The increase in accounts receivable of $2,658,000 during 2006 was primarily due to the increased volume of business during the year.

Investing Activities

In 2006, net cash used in investing activities of $3,312,000 was primarily the result of capital expenditures of: (i) £699,000 ($1,370,000) for the purchase of land and building in Irvine, Scotland for the Company’s RS Biotech subsidiary, (ii) $814,000 of capitalized costs associated with the Company’s new enterprise resource planning system, (iii) $573,000 for a horizontal machining center in the U.S. and (iv) normal additions to property, plant and equipment.

Financing Activities

In 2006, net cash used in activities totaled $3,486,000 and primarily consisted of the debt repayments of $4,639,000, partially offset by the proceeds from the issue of shares under stock purchase and option plans that totaled $867,000 and excess tax benefits from exercised stock options that totaled $286,000.

Bank Agreement

The Company and Wachovia Bank, National Association (the “Bank”) are parties to an agreement (the “Bank Agreement”), which has had a number of amendments, which expires on May 31, 2008. The Bank Agreement provides the Company with a credit facility for acquisitions, equipment loans, working capital and letters of credit, and foreign exchange transactions. The maturity of the acquisition portion of the credit facility with respect to a 2003 acquisition is November 2008. There are no compensating balance requirements and any borrowings under the Bank Agreement bear interest at the Bank’s prime rate less 125 basis points or LIBOR plus 125 basis points, at the discretion of the Company. At December 31, 2006, the Bank’s prime rate was 8.25% and LIBOR was 5.32%.

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Since the Bank Agreement requires that all borrowings be at variable interest rates, the bank provides the Company with a mechanism to fix interest rates on borrowings by use of interest rate swaps. At December 31, 2006, the Company had two interest rate swaps in place to fix the interest rates, primarily for debt incurred for an acquisition in 2003.

All of the Company’s domestic assets, which are not otherwise subject to lien, have been pledged as security for any borrowings under the Bank Agreement. The Bank Agreement contains various business and financial covenants including among other things, a debt service ratio, a net worth covenant and a ratio of total liabilities to tangible net worth. The Company is in compliance with its covenants pursuant to the Bank Agreement, at December 31, 2006, and currently anticipates being in compliance with such covenants during 2007.

Pension Contribution

The Company’s best estimate of its contributions to its defined benefit pension plan is $1,020,000 for the year ending December 31, 2007.

Related Party Transactions

The Company entered into a Retirement Agreement and a three (3) year Consulting Agreement with David Freedman. Under the terms of the Retirement Agreement Mr. Freedman agrees to retire from the Company on December 31, 2006 and among other consideration, Mr. Freedman will be paid a $396,000 bonus in recognition of his founding, visionary guidance and service to the Company. Under the terms of the Consulting Agreement, starting January 1, 2007, Mr. Freedman agrees to provide one hundred twenty (120) hours of consulting services during each calendar quarter and as consideration for those services will be paid $10,000 per month over the term of this agreement.

Carol Freedman, the daughter of David Freedman and the sister of Kenneth Freedman (the son of David Freedman and a director of the Company), has been employed by the Company in various capacities since 1979. Ms. Freedman is currently the Customer Service Manager and is also the Assistant Treasurer of the Company. Her compensation for 2006 and 2005 was $63,370 and $60,900, respectively.

Critical Accounting Policies

No changes have been made in the Company’s critical accounting policies during the year ended December 31, 2006 except for the adoption on January 1, 2006 of SFAS No. 123R and the adoption on December 31, 2006 of SFAS No. 158. See footnotes 9 and 10 in the consolidated financial statements for more information.

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The Securities and Exchange Commission (“SEC”) has issued disclosure guidance for “critical accounting policies”. The SEC defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Management is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results could differ from those estimates.

The significant accounting policies are described in Note 1 of the Notes to Consolidated Financial Statements included in the Company’s 2006 Annual Report on Form 10-K. Not all of these significant accounting policies require management to make difficult, subjective or complex judgments or estimates. However, management considers the following policies to be critical within the SEC definition.

Share-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). SFAS 123R addresses the accounting for transactions in which an enterprise receives employee services in exchange for (i) equity instruments of the enterprise or (ii) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. SFAS 123R supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (“APB No. 25”) and requires companies to recognize compensation cost in an amount equal to the fair value of share-based payments, such as stock options granted to employees. On January 1, 2006, the Company adopted SFAS 123R using the modified prospective method.

With the adoption of SFAS 123R, compensation cost for stock options are recognized over the vesting period based on the estimated fair value on the date of the grant. SFAS 123R also requires that the Company estimate a forfeiture rate for all share−based awards. The Company monitors share option exercise and employee termination patterns to estimate forfeiture rates within the valuation model. The estimated fair values are based on assumptions, including estimated lives, volatility, dividend yield, and risk−free interest rates. These estimates also consider the probability that the options will be exercised prior to the end of their contractual lives and the probability of termination or retirement of the holder, which are based on reasonable facts but are subject to change based on a variety of external factors.

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Revenue Recognition

Revenue is recognized when the following four basic criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title has transferred or services rendered; (iii) the selling price is fixed and determinable; and (iv) collection is reasonably assured. For orders with terms of F.O.B. Shipping Point, delivery and title transfer at the time of shipment, for FOB Destination orders, delivery and title transfer at the customer’s premises.

The Company’s products are tested by its Quality Assurance Department prior to shipment. The Company has no other obligation associated with its products once shipment has occurred except for customary warranty provisions. Historically, returns have been immaterial to the Company’s consolidated financial statements and are projected to remain at a consistent immaterial level in the future. The Company reports all amounts billed to customers related to shipping and handling as revenue and includes all costs incurred for shipping and handling as cost of sales. The Company also provides certain contract fermentation services for which revenue is recorded at the time the materials are shipped to the customer, in accordance with the terms of the underlying purchase order, which orders do not contain customer acceptance clauses. The purchase orders have historically had a very low cancellation rate.

The Company’s products carry limited warranties that in general do not exceed one year from date of sale with the exception of ultra-low temperature freezers that carry a 5-year warranty and certain shaker products that carry a 2-year warranty. The Company accrues estimated product warranty costs based on historical trends at the time of sale and any additional amounts are recorded when such costs are probable and can reasonably be estimated.

The Company periodically sells maintenance contracts to certain customers. The value of such contracts are deferred and recognized into revenue on a straight line basis over the term of the contract.

Inventories

Inventories are valued at the lower of cost (first in, first out or average) or market value and have been reduced by an allowance for excess and obsolete inventories. The estimate is based on managements’ review of inventories on hand compared to estimated future usage and sales. Cost includes material, labor and manufacturing overhead.

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Long-Lived Assets

Long-lived assets, such as property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows.

Goodwill, which is not subject to amortization is tested annually for impairment and more frequently if events and circumstances indicate that the assets might be impaired. An impairment loss for goodwill is recognized to the extent that the carrying amount of the Company exceeds its fair value. The tradename value, which is being amortized over 15 years, is tested for impairment upon the occurrence of a triggering event as defined by Financial Accounting Standards Board SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

Deferred Income Taxes

A valuation allowance has been recorded for certain deferred tax assets principally related to foreign net operating loss carryforwards, domestic capital loss carryforwards and contribution carryforwards. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Accounts Receivable

The Company estimates an allowance for doubtful accounts after considering the collectibility of balances due, the credit worthiness of the customer and its current level of business with the customer. Actual results could differ from these estimates.

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Item 7A.Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, the Company is exposed to fluctuations in interest rates as it seeks debt financing to make capital expenditures, potential acquisitions and invest in cash equivalents and marketable debt securities. Cash equivalents and other marketable investments are carried at fair value on the consolidated balance sheets. The Company is also exposed to certain foreign exchange risk. At times, management might employ specific strategies, such as the use of derivative instruments or hedging to manage interest rate, foreign currency or other exposures. Further, the Company does not expect its market risk exposures to change significantly in the near term. At December 31, 2006, the outstanding borrowings of the Company consisted primarily of variable rate long-term debt (the large majority of which has been fixed through interest rate swaps), which had a carrying value of $1,414,000 and a fair value of approximately $1,367,000. Assuming other factors are held constant, interest rate changes generally affect the fair value of fixed rate debt, but do not impact the carrying value, earnings or cash flows. Accordingly, assuming a hypothetical increase of 1% in interest rates and all other variables remaining constant, interest expense would not change, however, the fair value of the fixed rate long-term debt would decrease by approximately $19,000.

  Recently Issued Accounting Standards

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes". The Interpretation clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The Interpretation prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on the related de recognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax positions. The Interpretation is effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company is evaluating the impact of this new pronouncement on its consolidated financial statements but does not believe the adoption will have a material impact.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. SFAS 157 applies only to fair value measurements that are already required or permitted by other accounting standards (except for measurements of share-based payments) and is expected to increase the consistency of those measurements. Accordingly, SFAS 157 does not require any new fair value measurements. However, for some entities, the application of SFAS 157 will change current practice. SFAS 157 is effective fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of SFAS 157 to have a material impact on its consolidated financial statements.

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Item 8.Financial Statements and Supplementary Data.

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2006 and 2005

Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004

Consolidated Statements of Comprehensive Income for the years ended December 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements

Schedule II - Valuation and Qualifying Accounts

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

New Brunswick Scientific Co., Inc.:

We have audited the consolidated financial statements of New Brunswick Scientific Co., Inc. and subsidiaries as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of New Brunswick Scientific Co., Inc. and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2006 in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in notes 1 and 10 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment” effective January 1, 2006. Also as described in notes 1 and 9 to the consolidated financial statements, the Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132R”, as of December 31, 2006.

/s/ KPMG LLP

KPMG LLP

Short Hills, New Jersey

March 29, 2007

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2006 AND 2005

(Dollars in thousands, except per share amounts)

	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	8,082		$	11,351
Accounts receivable, net of allowance for doubtful accounts, 2006 - $637 and 2005 - $395		15,520			11,989
Inventories		13,483			13,155
Refundable income taxes		196			-
Deferred income taxes		1,135			543
Prepaid expenses and other current assets		823			1,211
Total current assets		39,239			38,249
Property, plant and equipment, net		8,921			6,595
Goodwill		8,950			7,864
Deferred income taxes		-			326
Other assets		2,007			1,932
Total assets	$	59,117		$	54,966
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt	$	540		$	4,597
Accounts payable and accrued expenses		11,366			10,782
Total current liabilities		11,906			15,379
Long-term debt, net of current installments		874			1,389
Other liabilities		1,191			1,480
Total liabilities		13,971			18,248
Commitments and contingencies
Shareholders’ equity:
Common stock, $0.0625 par; authorized 25,000,000 shares; issued and outstanding: 2006 - 9,213,844 shares; 2005 - 9,006,922 shares		576			563
Additional paid-in capital		54,922			53,423
Accumulated deficit		(11,008	)		(14,769	)
Accumulated other comprehensive income (loss)		666			(2,489	)
Notes receivable from exercise of stock options		(10	)		(10	)
Total shareholders’ equity		45,146			36,718
Total liabilities and shareholders’ equity	$	59,117		$	54,966

See notes to consolidated financial statements.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

(In thousands, except per share amounts)

	2006			2005			2004
Net sales	$	75,463		$	67,616		$	62,124
Operating costs and expenses:
Cost of sales		44,912			40,573			37,292
Selling, general and administrative expenses		20,085			18,243			17,493
Research, development and engineering expenses		4,488			4,620			3,687
Total operating costs and expenses		69,485			63,436			58,472
Income from operations		5,978			4,180			3,652
Other income (expense):
Interest income		405			272			85
Interest expense		(333	)		(359	)		(394	)
Other, net		9			91			(76	)
		81			4			(385	)
Income before income tax expense		6,059			4,184			3,267
Income tax expense		2,298			1,690			1,336
Net income	$	3,761		$	2,494		$	1,931
Basic income per share	$	0.41		$	0.28		$	0.22
Diluted income per share	$	0.41		$	0.28		$	0.22
Basic weighted average number of shares outstanding		9,157			8,959			8,741
Diluted weighted average number of shares outstanding		9,222			9,022			8,835

See notes to consolidated financial statements.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

(Dollars in thousands, except share amounts)

	Common Stock				Additional Paid-In		Accumulated			Accumulated Other Comprehensive			Notes Receivable From Exercise of Stock
	Shares		Amount		Capital		Deficit			Income (Loss)			Options			Total
Balance, January 1, 2003		8,636,865	$	540	$	51,817	$	(19,194	)	$	(1,585	)	$	(34	)	$	31,544
Issue of shares under employee stock purchase plan		34,675		2		164											166
Issue of shares under stock option plans		194,722		12		633											645
Tax benefits related to exercise of stock options						179											179
Payment on notes receivable from exercise of stock options														11			11
Net income								1,931									1,931
Other comprehensive income Adjustment											1,479						1,479
Balance, December 31, 2004		8,866,262	$	554	$	52,793	$	(17,263	)	$	(106	)	$	(23	)	$	35,955
Issue of shares under employee stock purchase plan		32,056		2		156											158
Issue of shares under stock option plans		108,604		7		368											375
Tax benefits related to exercise of stock options						106											106
Payment on notes receivable from exercise of stock options														13			13
Net income								2,494									2,494
Other comprehensive loss adjustment											(2,383	)					(2,383	)
Balance, December 31, 2005		9,006,922	$	563	$	53,423	$	(14,769	)	$	(2,489	)	$	(10	)	$	36,718
Issue of shares under employee stock purchase plan		18,541		1		137											138
Issue of shares under stock option plans, net		188,381		12		717											729
Share-based compensation						359											359
Excess tax benefit on stock option exercises						286											286
Net income								3,761									3,761
Other comprehensive income adjustment											4,684						4,684
Adjustment resulting from adoption of SFAS 158, net of tax											(1,529	)					(1,529	)
Balance, December 31, 2006		9,213,844	$	576	$	54,922	$	(11,008	)	$	666		$	(10	)	$	45,146

See notes to consolidated financial statements.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

(In thousands)

	2006			2005			2004
Cash flows from operating activities:
Net income	$	3,761		$	2,494		$	1,931
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,142			1,208			1,379
Share-based compensation		359			-			-
Deferred income taxes		466			185			1,148
Change in fair value of interest rate swaps		(67	)		(197	)		(261	)
Change in related balance sheet accounts, excluding effect of acquisition:
Accounts receivable		(2,658	)		(1,282	)		(1,069	)
Inventories		252			(1,449	)		358
Prepaid expenses and other current assets		301			(182	)		(1,902	)
Other assets		699			(143	)		609
Accounts payable and accrued expenses		(1,568	)		3,452			768
Advance payments from customers		990			108			52
Other liabilities		(289	)		(815	)		(557	)
Net cash provided by operating activities		3,388			3,379			2,456
Cash flows from investing activities:
Additions to property, plant and equipment		(3,413	)		(1,444	)		(1,317	)
Proceeds from sale of property and equipment		131			3			44
Increase in insurance cash surrender value		(30	)		(39	)		(71	)
Net cash used in investing activities		(3,312	)		(1,480	)		(1,344	)
Cash flows from financing activities:
Excess tax benefit on stock option exercises		286			-			-
Borrowings under long-term credit facility		-			15			-
Repayments of long-term debt and other long-term obligations		(4,639	)		(1,868	)		(1,702	)
Proceeds from issue of shares under stock purchase and option plans		867			533			811
Payments on notes receivable related to exercised stock options		-			13			11
Net cash used in financing activities		(3,486	)		(1,307	)		(880	)
Net effect of exchange rate changes on cash		141			(87	)		78
Net increase (decrease) in cash and cash equivalents		(3,269	)		505			310
Cash and cash equivalents at beginning of year		11,351			10,846			10,536
Cash and cash equivalents at end of year	$	8,082		$	11,351		$	10,846
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	531		$	512		$	686
Income taxes		2,214			859			1,497

See notes to consolidated financial statements.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

(In thousands)

Supplemental Schedule of Non-Cash Financing Activities:

During the year ended December 31, 2006, the Company retired 40,015 shares of Common stock that was tendered upon the exercise of certain employee stock options. The market price of these shares at the time of tender aggregated $319,000.

See notes to consolidated financial statements

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

(Dollars in thousands)

	2006			2005			2004
Net income	$	3,761		$	2,494		$	1,931
Other comprehensive income (loss):
Foreign currency translation adjustment		2,666			(2,089	)		833
Minimum pension liability adjustment		2,038			(312	)		646
Change in fair value of interest rate swap		(20	)		18			-
Net comprehensive income	$	8,445		$	111		$	3,410

See notes to consolidated financial statements.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

1. Nature of operations and summary of significant accounting policies:

Nature of operations:

New Brunswick Scientific Co., Inc. and its subsidiaries ("NBS" or "the Company") design, manufacture and market a variety of equipment used in biotechnology to create, maintain, measure and control the physical and biochemical conditions required for the growth, detection and storage of microorganisms. This equipment is used in medical, biological, chemical and environmental research and for the commercial development of antibiotics, proteins, hormones, enzymes, monoclonal antibodies, agricultural products, fuels, vitamins, vaccines and other substances. The equipment sold by NBS includes fermentation equipment, bioreactors, biological shakers, ultra-low temperature freezers, CO₂ incubators, nutrient sterilizing and dispensing equipment, tissue culture apparatus and air samplers.

Principles of consolidation:

The consolidated financial statements include the accounts of New Brunswick Scientific Co., Inc., and its wholly-owned subsidiaries (the Company). All significant intercompany transactions and balances have been eliminated.

Translation of foreign currencies:

Foreign currency translation adjustments for the Company's foreign subsidiaries are included as a component of accumulated other comprehensive loss in shareholders' equity. Foreign currency transaction gains and losses are included in the consolidated statements of operations as part of "Other income (expense), net".

Cash and cash equivalents:

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents in the consolidated balance sheets and statements of cash flows.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Trade accounts receivable:

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience and other factors. The Company reviews its allowance for doubtful accounts quarterly. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

Inventories:

Inventories are stated at the lower of cost (first in, first out or average) or market and have been reduced by an allowance for excess and obsolete inventories. Cost elements include material, labor and manufacturing overhead.

Property, plant and equipment:

Property, plant and equipment are stated at cost. The cost of repairs, maintenance and replacements which do not significantly improve or extend the life of the respective assets are charged to expense as incurred.

Depreciation is provided by the straight-line method over the estimated useful lives of the related assets, generally 33-1/3 years for buildings, 10 years for machinery and equipment and 7 years for software and hardware.

Goodwill and acquired intangible assets:

The Company has one reporting unit as determined pursuant to Statement of Financial Accounting Standards Board (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 also requires that the Company perform an assessment of whether there is an indication that goodwill is impaired based on the provisions of the Statement. To the extent an indication exists that the goodwill may be impaired, the Company must measure the impairment loss, if any. Under SFAS No. 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. The Company performed an assessment to determine whether goodwill was impaired as of December 31, 2006 and determined that there is no impairment to its goodwill balance. The Company will test for impairment at December 31 each year.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The Company’s goodwill relates to acquisitions by the Company in the United Kingdom in 2003 and in 1999. The changes in goodwill in 2006 and 2005 were due to translation adjustments, as shown in the following table (in thousands):

	2006		2005
Balance at January 1	$	7,864	$	8,769
Effect of foreign exchange translation rates		1,086		(905	)
Balance at December 31	$	8,950	$	7,864

Research and development:

Research and development costs are expensed as incurred. Research and development expenditures, all of which are sponsored by the Company, amounted to $4,488,000 in 2006, $4,620,000 in 2005 and $3,687,000 in 2004.

Income taxes:

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

No provision has been made for federal income or withholding taxes which may be payable on the remittance of the undistributed retained earnings of foreign subsidiaries. These earnings have been reinvested to meet future operating requirements and the Company has the ability to and intends to continue such policy for the foreseeable future.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Income per share:

Basic income per share is calculated by dividing net income by the weighted average number of shares outstanding. Diluted income per share is calculated by dividing net income 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 using the treasury stock method. Antidilutive options are excluded from the calculation of diluted income per share. Information related to dilutive stock options is as follows (in thousands):

	Year Ended December 31,
	2006		2005		2004
Dilutive effect		65		63		94

Stock options to purchase 0, 151,500 and 17,000 shares of Common stock are excluded from the earnings per share calculation in the years ended December 31, 2006, 2005 and 2004, respectively, because their inclusion would be antidilutive.

Share-based compensation:

On January 1, 2006, the Company adopted the provisions of the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. No. 123 (revised 2004), "Share−Based Payment" ("SFAS 123R") which requires that the cost resulting from all share−based payment transactions be recognized in the financial statements at their fair values. The Company adopted SFAS 123R using the modified prospective application method under which the provisions of SFAS 123R apply to new awards and to awards modified, repurchased, or cancelled after the adoption date. Additionally, compensation cost for the portion of the awards for which the requisite service has not been rendered that are outstanding as of the adoption date is recognized in the Consolidated Statement of Operations over the remaining service period after the adoption date based on the award's original estimate of fair value. The Company uses the Black−Scholes option pricing model to estimate the fair value of options on the date of grant which requires certain estimates by management including the expected volatility and expected term of the option. Management also makes decisions regarding the risk free interest rate used in the model and makes estimates regarding forfeiture rates. Fluctuations in the market that affect these estimates could have an impact on the resulting compensation cost. The fair value of the compensation cost is recognized on a straight−line basis over the requisite service period of the award.

Historically, through the year ended December 31, 2005, the Company accounted for stock−based compensation under the recognition and measurement principles of Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations. No compensation expense related to stock options was reflected in the Company's Consolidated Statements of Operations.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Fair values of financial instruments:

The carrying values of the Company’s financial instruments, principally cash and cash equivalents, accounts receivable, accounts payable and certain other assets and liabilities included in the Company’s Consolidated Balance Sheets approximated their fair values at December 31, 2006 and 2005. Fair values were determined through a combination of management estimates and information obtained from independent third parties using the latest available market data. The approximate fair value of long-term debt was $1,367,000 at December 31, 2006.

Impairment of long-lived assets:

Long-lived assets, such as property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows.

Comprehensive income:

Comprehensive income consists of net income, foreign currency translation adjustments, the minimum pension liability adjustment and the change in fair value of the interest rate swaps and is presented in the consolidated statements of comprehensive income. At December 31, 2006, accumulated other comprehensive income consists of $2,197,000 of a cumulative foreign currency translation gain offset by a $1,529,000 net actuarial loss from the Company’s defined benefit pension plan (which is net of tax of $934,000). At December 31, 2005, accumulated other comprehensive loss consists of $469,000 of a cumulative foreign currency translation loss, and an additional minimum pension liability adjustment of $2,038,000 (which is net of tax of $1,132,000), offset by favorable change in the fair value of interest rate swaps of $18,000, which is net of tax of $12,000.

Revenue recognition:

Revenue is recognized when the following four basic criteria have been met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title has transferred or services rendered; (iii) the selling price is fixed and determinable; and (iv) collection is reasonably assured. For orders with terms of F.O.B. Shipping Point, delivery and title transfer at the time of shipment, for FOB Destination orders, delivery and title transfer at the customer’s premises.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The Company’s products are tested by its quality assurance department prior to shipment. The Company has no other obligation associated with its products once shipment has occurred except for customary warranty provisions. Historically, returns have been immaterial to the Company’s consolidated financial statements and are projected to remain at a consistent immaterial level in the future. The Company reports all amounts billed to customers related to shipping and handling as revenue and includes all costs incurred for shipping and handling as cost of sales. The Company also provides certain contract fermentation services for which revenue is recorded at the time the materials are shipped to the customer, in accordance with the terms of the underlying purchase order, which orders do not contain customer acceptance clauses. The purchase orders have historically had a very low cancellation rate.

The Company’s products carry limited warranties that in general do not exceed one year from sale with the exception of ultra-low temperature freezers that carry a 5-year warranty and certain shaker products that carry a 2-year warranty. The Company accrues estimated product warranty costs based on historical trends at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated.

The Company periodically sells maintenance contracts to certain customers. The value of such contracts is deferred and recognized into revenue on a straight line basis over the term of the contract.

Derivative instruments and hedging activities:

The Company enters into interest rate swaps to mitigate interest rate risks from its variable rate debt (see Note 6). The Company does not hold or issue derivative financial instruments for trading or speculative purposes. On December 31, 2006, the Company did not have any derivative instruments outstanding with the exception of two (three at December 31, 2005) interest rate swaps utilized to fix the interest rates on certain debt incurred for acquisitions and an equipment purchase.

The Company accounts for its derivative and hedging transactions in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Certain Hedging Activities” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”. SFAS No. 133 and SFAS No. 138 require that all derivative instruments be recorded on the balance sheet at their respective fair values.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

On April 1, 2005 the Company put in place the required documentation as prescribed by SFAS No. 133 and designated three interest rate swaps (one expired in November 2006) as cash flow hedges and will therefore avail itself of the hedge accounting rules for the remainder of the lives of the swaps. As such, the negative fair values of the swaps as of the designation date, which aggregated $146,000, will ultimately be recognized into income over the remaining lives of the interest rate swaps as ineffectiveness. Since April 1, 2005, hedge ineffectiveness measured each quarter is recognized in operations. The effective changes in the fair value of the swaps subsequent to April 1, 2005 are shown as an increase or decrease in other comprehensive income on the Company’s balance sheet in accordance with the requirements of SFAS No. 133.

At December 31, 2006 the remaining fair values of the two swaps aggregated $31,000. During the years ended December 31, 2006, 2005 and 2004, the change in the fair value of the swap agreements recorded as a decrease to interest expense amounted to $67,000, $197,000 (the Company recognized $80,000 of hedge ineffectiveness since April 1, 2005) and $261,000, respectively.

Recently issued accounting standards:

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes". The Interpretation clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The Interpretation prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on the related de recognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax positions. The Interpretation is effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company is evaluating the impact of this new pronouncement on its consolidated financial statements but does not believe it will be material.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Benefits, an amendment of FAS 87, 88, 106 and 132(R)” (“SFAS 158”). SFAS 158 requires an employer that sponsors postretirement plans to recognize an asset or liability for the overfunded or underfunded status of the plan. Additionally, employers are required to record all unrecognized prior service costs and credits, unrecognized actual gains and losses and any unrecognized transition obligations or assets in accumulated other comprehensive income. Such amounts will be reclassified into earnings as components of net period benefit cost/income pursuant to the current recognition and amortization provisions. SFAS 158 does not alter the basic approach to measuring plan assets, benefit obligations, or net periodic benefit cost. SFAS 158 was effective for fiscal years ending after December 15, 2006. The Company adopted SFAS 158 as of December 31, 2006. The adoption of SFAS 158 had no effect on the consolidated statements of operations and cash flows for the year ended December 31, 2006. SFAS 158 also did not have an effect on the consolidated balance sheet as of December 31, 2005 or any other prior period financial statements presented herein.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. SFAS 157 applies only to fair value measurements that are already required or permitted by other accounting standards (except for measurements of share-based payments) and is expected to increase the consistency of those measurements. Accordingly, SFAS 157 does not require any new fair value measurements. However, for some entities, the application of SFAS 157 will change current practice. SFAS 157 is effective fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect the adoption of SFAS 157 to have a material impact on its consolidated financial statements.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin 108, “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 clarifies the staff’s views regarding the process of quantifying financial statement misstatements. SAB 108 allows registrants to adjust prior year financial statements for immaterial errors in the carrying amount of assets and liabilities as of the beginning of this fiscal year, with an offsetting adjustment being made to the opening balance of retained earnings. SAB 108 is effective for fiscal years ending on or after November 15, 2006. The adoption of SAB 108 did not have any impact on our consolidated financial statements.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Use of estimates:

Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and revenue and expenses, such as the valuation of accounts receivable and inventories, and the disclosure of contingent assets and liabilities to prepare the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

2. Inventories at December 31 consist of:

	2006		2005
	(In thousands)
Raw materials and sub-assemblies	$	8,805	$	7,123
Work-in-process		1,221		2,120
Finished goods		3,457		3,912
	$	13,483	$	13,155

3.Property, plant and equipment at December 31 consists of:

	2006		2005
	(In thousands)
Land	$	905	$	745
Buildings and improvements		5,629		4,386
Machinery and equipment		20,250		18,337
		26,784		23,468
Less accumulated depreciation		17,863		16,873
	$	8,921	$	6,595

4. Acquisition:

In connection with the purchase of RS Biotech Laboratory Equipment Limited (“RS Biotech”), the Company was obligated to pay an additional £300,000 if certain minimum unit sales of CO₂ incubators are achieved. At the date of the acquisition, the Company believed the payment of such additional consideration was determinable beyond a reasonable doubt and as such, recorded the amount as a liability and as additional purchase price. In 2005 the Company paid £150,000 of this amount and the remaining £150,000 was paid in 2006. The source of the cash consideration paid was the Company’s line of credit for acquisition purposes provided by Wachovia Bank, National Association, payable in monthly principal installments of $17,858 plus interest.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

5. Investment in Antyra, Inc.:

The Company had an equity investment in Antyra, Inc., a biotechnology startup company, that was written down to zero in 2001. Antyra, Inc. was majority-owned and fully funded by the Company until June 14, 2001 at which time Antyra, Inc. raised funds from an institutional investor reducing the Company’s ownership interest to 47%. Antyra, Inc. has subsequently succeeded in raising additional capital.

The Company currently has a less than 20% equity investment in Antyra, Inc. that is carried at zero value on the Company’s consolidated balance sheet since the continuing viability of Antyra, Inc. is dependent upon the raising of additional capital, which is uncertain, for its continued existence. The Company provides no funds to Antyra, Inc. but does provide laboratory space in exchange for equity securities of Antyra, Inc. Under the terms of a lease with Antyra, Inc., the Company receives shares of Antyra, Inc. preferred stock on a monthly basis in lieu of rent payments. For financial reporting purposes, the Company is attributing no value to the shares received under this arrangement.

6. Long-term debt and credit agreement:

The Company and Wachovia Bank, National Association (the “Bank”) are parties to an agreement (the “Bank Agreement”), which has had a number of amendments, which expires on May 31, 2008. The Bank Agreement provides the Company with a credit facility for acquisitions, equipment loans, working capital and letters of credit, and foreign exchange transactions. The maturity of the acquisition portion of the credit facility with respect to a 2003 acquisition is November 2008. There are no compensating balance requirements and any borrowings under the Bank Agreement, bear interest at the Bank’s prime rate less 125 basis points or LIBOR plus 125 basis points, at the discretion of the Company. At December 31, 2006, the Bank’s prime rate was 8.25% and LIBOR was 5.32%.

All of the Company’s domestic assets, which are not otherwise subject to lien, have been pledged as security for any borrowings under the Bank Agreement. The Bank Agreement contains various business and financial covenants including among other things, a debt service ratio, a net worth covenant and a ratio of total liabilities to tangible net worth. The Company is in compliance with its covenants pursuant to the Bank Agreement, at December 31, 2006.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The following amounts were outstanding and available under the Bank Agreement (in thousands):

	December 31, 2006							December 31, 2005 Outstanding
	Total Line		Available		Outstanding
Acquisitions	$	10,000	$	9,160	$	840(a	)	$	5,133(a	)
Equipment loans		2,500		2,184		316(b	)		481(b	)
Working capital and letters of credit		5,000		4,971		29(c	)		29(c	)
	$	17,500	$	16,315	$	1,185		$	5,643

_____________________

(a)   $0 in 2006 and $4,079,000 in 2005 at fixed interest of 8% per annum and $840,000 in 2006 and $1,054,000 in 2005 at fixed interest of 4.46% per annum through the use of interest rate swap agreements

(b)   Interest fixed at 4.14% per annum through the use of an interest rate swap agreement

(c)   Letters of credit

At December 31, 2006 and 2005, the interest rate swaps referred to above had aggregate fair values of $31,000 and negative $36,000, respectively, and are included in Other Assets and Liabilities in the accompanying consolidated balance sheets. The interest rate swaps have the same notional values as the related debt and expire on the same dates as the related debt.

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 DJM Cryo-Research Group. The notes bear interest at 6% which are payable annually and principal is payable in five equal annual installments which commenced in November 2003. At December 31, 2006 and 2005, the balance due on the notes was £50,000 ($98,000) and £100,000 ($172,000), respectively.

In November 2003, the Company issued notes in the amount of £975,000 ($1,645,000 at the date of acquisition) in connection with the acquisition of RS Biotech. The notes did bear interest, payable semi-annually at the lower of 6% or the base rate of the Bank of Scotland and were payable £487,500 on the first and second anniversary, respectively, of the acquisition. At December 31, 2006, the balance due on the notes was £0 ($0).

-49-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The Company is a party to first and second mortgages on the facility of the Company's Netherlands subsidiary, which bear interest of 5.50% and 5.45%, respectively, per annum. During the terms of the mortgages, the Company is obligated to make monthly payments of interest and quarterly payments of principal. At December 31, 2006, $61,000 and $90,000 was outstanding under the first and second mortgages, respectively, and at December 31, 2005, $80,000 and $107,000 was outstanding under the first and second mortgages, respectively. Each mortgage requires 80 equal quarterly payments of principal.

Aggregate annual maturities of long-term debt are as follows:

Year ending December 31	Amount
(In thousands)
2007	$	540
2008		838
2009		36
After 2009		-
	$	1,414

7. Accounts payable and accrued expenses at December 31, consists of:

	2006		2005
	(In thousands)
Accounts payable-trade	$	3,580	$	4,367
Accrued salaries, wages and payroll taxes		3,045		2,461
Accrued warranties		1,103		963
Deferred maintenance contract income		394		409
Commissions payable		1,233		810
Advance payments from customers		1,353		334
Accrued income taxes		-		517
Other accrued liabilities		658		921
	$	11,366	$	10,782

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

8. Income taxes:

	Year Ended December 31,
	2006		2005		2004
	(In Thousands)
Income (loss) before income tax expense:
Domestic	$	2,204	$	1,531	$	3,019
Foreign		3,855		2,653		248
	$	6,059	$	4,184	$	3,267
Income tax expense (benefit) consists of:
Current:
Federal	$	678	$	419	$	(149	)
State		121		74		6
Foreign		1,033		1,012		331
Deferred:
Federal		198		135		905
State		37		25		243
Foreign		231		25		-
	$	2,298	$	1,690	$	1,336

-51-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2006 and 2005 are as follows:

	2006		2005
	(In thousands)
Deferred tax assets:
Inventories	$	508	$	637
Allowance for doubtful accounts		192		112
Accrued expenses		416		419
Foreign net operating loss carryforward		1,403		1,271
Domestic capital loss and contribution carryforwards		182		502
Other assets		225		1,152
Gross deferred tax assets		2,926		4,093
Less: valuation allowance		1,585		1,773
		1,341		2,320
Deferred tax liabilities:
Accumulated depreciation		617		670
Pension		247		781
		864		1,451
Net deferred tax asset (liability)	$	477	$	869

At December 31, 2006, the Company has current deferred tax assets of $1,135,000 and has a non-current deferred tax liability of approximately $658,000, which is included in other liabilities in the accompanying 2006 consolidated balance sheet. At December 31, 2005, the Company has current deferred tax assets of $543,000 and non-current deferred tax assets of $326,000.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Included above are the tax effects of foreign net operating loss carryforwards of approximately $3,144,000, which are covered by a full valuation allowance. Also covered by a full valuation allowance are domestic capital loss and contribution carryforwards. In 2006, the Company wrote off a $367,000 deferred tax asset relating to domestic capital loss carryforwards, and the related valuation allowance, as they expired unused. Based upon the projections for future taxable income over the periods which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowance at December 31, 2006.

-52-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The Company's effective income tax rates for 2006, 2005 and 2004 differed from the U.S. statutory Federal income tax rate of 34% as follows:

	2006			2005			2004
	(In thousands)
Computed "expected" tax expense (benefit)	$	2,060		$	1,423		$	1,111
Increase (decrease) in taxes resulting from:
State taxes, net of federal benefit		99			66			179
Rate differential between U.S. and foreign income taxes, net of foreign tax credits		(27	)		(12	)		(22	)
Change in valuation allowance allocated to income tax expense		178			159			121
Other		(12	)		54			(53	)
Actual tax expense	$	2,298		$	1,690		$	1,336

9. Pension plans and other liabilities:

The Company has a noncontributory defined benefit pension plan covering qualified U.S. salaried employees, including officers. Additionally, the Company made contributions to a union sponsored multi-employer defined benefit plan, in the amount of $120,000, $120,000 and $126,000 in 2006, 2005 and 2004, respectively.

-53-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

As described in Note 1, the Company adopted SFAS 158 during the fourth quarter of 2006. SFAS 158 required the Company to recognize the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligation) of the pension plan in the December 31, 2006 balance sheet, with a corresponding adjustment to comprehensive income, net of tax. The adjustment to accumulated other comprehensive income at adoption represents the net unrecognized actuarial losses, which were previously netted against the plan’s funded status in the Company’s balance sheet pursuant to the provisions of SFAS 87. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic pension cost in the same periods will be recognized as a component of other comprehensive income. Those amounts will be subsequently recognized as a component of net periodic pension cost on the same basis as the amounts recognized in accumulated other comprehensive income at adoption of SFAS 158. The effects of adopting the provisions of SFAS 158 on our balance sheet at December 31, 2006 are presented in the following table. The adoption of SFAS 158 had no effect on the consolidated statement of operations for the year ended December 31, 2006, or for any prior period presented, and it will not affect the operating results in the future periods. Had the Company not been required to adopt SFAS 158 as December 31, 2006, the Company would have continued to recognize an additional minimum liability pursuant to the provisions of SFAS 87. The effect of recognizing the additional minimum liability is included in the table below in the column labeled “Prior to Adopting SFAS 158”.

	At December 31, 2006
	Prior to Adopting SFAS 158		Effect of Adopting SFAS 158			As Reported
	(In thousands)
Long-term pension asset (liability)	$	2,093	$	(2,463	)	$	(370	)
Accumulated other comprehensive income, exclusive of deferred taxes		-		2,463			2,463

	2006			2005			2004
Components of net periodic benefit cost	(In thousands)
Service cost	$	434		$	398		$	381
Interest cost		529			497			481
Expected return on plan assets		(544	)		(547	)		(467	)
Transition obligation		15			19			19
Amortization of prior service cost		(2	)		(4	)		(4	)
Recognized net actuarial loss		234			190			217
Net periodic benefit cost	$	666		$	553		$	627

-54-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Weighted-average assumptions and measurement dates	2006			2005			2004
Benefit obligations:
Discount rate		5.90	%		5.55	%		5.75	%
Rate of compensation increase		3.00	%		3.00	%		3.00	%
Measurement date - December 31		2006			2005			2004
Census data snapshot date - December 31		2006			2005			2004
Net periodic pension cost:
Discount rate		5.55	%		5.75	%		5.85	%
Rate of compensation increase		3.00	%		3.00	%		3.00	%
Expected long-term return on plan assets		6.50	%		7.50	%		7.50	%
Measurement date - January 1		2006			2005			2004
Census data snapshot date - January 1		2006			2005			2004

The asset allocation of plan assets at December 31, 2006 and 2005 were as follows:

Asset Category	2006			2005
Cash and cash equivalents		2.9	%		2.9	%
Debt securities		28.6			29.2
Equity securities		66.8			66.3
Real estate investment trust		1.7			1.6
Total		100.0	%		100.0	%

The Company’s overall investment objective is to maintain a balanced portfolio focused on maintaining the inflation-adjusted value of the current asset base while allowing for potential real growth in principal. The objective is to have a 40% to 70% exposure to equities with the remainder in debt securities. Coherent in this investment objective is the understanding that the portfolio is subject to the risk of short-term principal volatility associated with investing in stocks and bonds, including the potential loss of capital.

The plan’s assets are managed by outside professionals. The investment time horizon is at least 3-5 years. There are no regular cash flow requirements from the portfolio and all income is reinvested into principal since the cash needs of the plan are met by the Company’s annual contributions. The Company is not aware of any pending substantial liquidity needs from the plan. The Company’s minimum performance objective is to meet its assumed expected annual return on plan assets of 6.5%. The plan is not permitted to invest in illegal and not readily marketable securities or real estate.

-55-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Pension expense in 2006 was determined using a 5.55% discount rate (consistent with the determination of liabilities at the end of 2005) and the December 31, 2006 plan liability and other disclosure items using a 5.9% discount rate. The discount rates were determined as [3x(a)+(b)]/4 where (a) is the average Aaa (Moody’s) long term corporate bond yield for the six months ending in December and (b) is the average Baa (Moody’s) long term corporate bond yield for the six months ending in December but not less than the Citigroup Pension Liability Index as of the end of the year. The expected long-term rate of return on plan assets is 6.5%. The Company employs a building block approach in determining the long-term rate of return for plan assets with proper consideration of diversification and rebalancing. Historical markets are studied and long-term historical relationships between equities and fixed income are preserved congruent with the widely-accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are determined. Peer data and historical returns are reviewed to check for reasonability and appropriateness. The annual salary increase assumption of 3% was selected based on the Company’s estimate.

The following table sets forth the U.S. defined benefit plan’s projected benefit obligation, fair value of plan assets and funded status at December 31, 2006 and 2005:

	2006			2005
	(In thousands)
Change in projected benefit obligation
Benefit obligation at beginning of year	$	9,921		$	8,868
Actuarial (gain) loss		(538	)		574
Service cost		434			398
Interest cost		529			497
Benefits paid		(378	)		(416	)
Benefit obligation at end of year	$	9,968		$	9,921
Accumulated benefit obligation at December 31	$	9,499		$	9,524
Change in plan assets
Fair value of plan assets at beginning of year	$	8,079		$	7,075
Actual gain on plan assets		983			501
Employer contributions		1,020			1,022
Expenses paid		(107	)		(102	)
Benefits paid		(377	)		(416	)
Fair value of plan assets at end of year	$	9,598		$	8,080

-56-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

As required by SFAS 158, the following information is presented as of December 31, 2006 (in thousands):

Funded status, end of year:	2006
Projected benefit obligation	$	(9,968	)
Fair value of plan assets		9,598
Funded status	$	(370	)
Amounts recognized in the consolidated balance sheet consist of:
Non-current liability	$	370
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial loss	$	2,463
Estimated amortization to be recognized in accumulated other comprehensive income in 2007 consist of:
Net actuarial loss	$	142

As required by SFAS 87, the following information is presented for December 31, 2005 (this disclosure is no longer applicable under SFAS 158 and therefore, 2006 information is not presented) (in thousands):

	2005
Funded status:	$	(1,841	)
Unrecognized net transition obligation		15
Unrecognized prior service cost		(2	)
Unrecognized net loss		3,567
Net amounts recognized	$	1,739
Amounts recognized in financial statements:
Accrued benefit cost	$	(1,444	)
Intangible asset		13
Accumulated other comprehensive loss (reduction in shareholder equity, excluding the deferred tax effect)		3,170
Prepaid pension	$	1,739

The Company’s best estimate of its contributions to the plan is $1,020,000 for the year ending December 31, 2007.

-57-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The expected benefit payments over the next ten years are (in thousands):

2007	$	527
2008		566
2009		603
2010		630
2011		659
2012-2016		3,855
	$	6,840

The Company has a defined contribution plan for its U.S. employees, with a specified matching Company contribution. The expense to the Company in 2006, 2005 and 2004 was $149,000, $157,000 and $141,000, respectively.

International pension expense in 2006, 2005 and 2004 was not material. Foreign plans generally are insured or otherwise fully funded.

10. Share-based compensation:

The Company maintains non-qualified stock option plans for Officers and Key Employees, 10% Shareholder Directors and Nonemployee Directors. These plans are administered by the Governance and Compensation Committee of the Board of Directors.

2001 Non-Qualified Stock Option Plan

The 2001 Non-Qualified Stock Option Plan (the 2001 Plan) for officers and key employees provides for the granting of options to purchase up to 562,000 shares of the Company’s Common stock. Options generally may be exercised over five years in cumulative installments of 20% per year and expire up to ten years from the date of grant. The exercise price per share of each option may not be less than the fair market value of the Company’s Common stock on the date of grant.

1999 Stock Option Plan for Nonemployee Directors

The 1999 Stock Option Plan for Nonemployee Directors (the 1999 Plan) provides for the granting of options to purchase up to 246,410 shares of the Company's Common stock. No options may be granted under the 1999 Plan after March 17, 2009. Options generally may be exercised over five years in cumulative installments of 20% per year and expire up to ten years from the date of grant. The exercise price per share of each option may not be less than eighty-five percent (85%) of the fair market value of the Company’s Common stock on the date of grant.

-58-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

1998 Stock Option Plan for 10% Shareholder - Directors

The 1998 Stock Option Plan for 10% Shareholder-Directors (the 1998 Plan) provides for the granting of options to purchase up to 294,151 shares of the Company’s Common stock. No options may be granted under the 1998 Plan after March 17, 2008. Options generally may be exercised over five years in cumulative installments of 20% per year and expire up to ten years from the date of grant. The exercise price per share of each option may not be less than the fair market value of the Company’s Common stock on the date of grant.

In 1987, the Company adopted an Employee Stock Purchase Plan. Under the amended Employee Stock Purchase Plan, employees may purchase shares of the Company's Common stock at 95% of fair market value on specified dates. The Company has reserved 659,231 shares of its authorized shares of Common stock for this purpose. During 2006, 2005 and 2004, 18,541, 32,056 and 34,755 Common shares, respectively, were issued under the plan.

In December 2004, FASB issued SFAS 123R and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first annual reporting period that begins after June 15, 2005. Under SFAS 123R, the pro forma disclosures previously permitted under SFAS 123 are no longer an alternative to financial statement recognition.

The Company adopted the new standard effective January 1, 2006 and the SFAS 123R charge is being recognized in cost of sales, selling, general and administrative expenses and research, development and engineering expenses over the remaining service period after the adoption date based on the options' original estimate of fair value.

-59-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

In the year ended December 31, 2006, the Company recorded pre-tax share-based compensation for options of $351,000, which is included in the Company’s income before income tax for the period. Had the Company not adopted SFAS 123R, the effect on basic and diluted income per share for the period ended December 31, 2006 would have been an increase of $0.04 for the year. As of December 31, 2006, $8,000 of compensation costs associated with the adoption of SFAS 123R was capitalized into inventory. As of December 31, 2006, there was $595,000 of total unrecognized compensation cost related to unvested options that the Company expects to recognize, on a straight line basis, over a weighted average period of 39 months. The Company utilizes newly issued shares to satisfy the exercise of stock options. Prior to the adoption of SFAS 123R, the Company applied the intrinsic-value-based method of accounting prescribed by APB 25, "Accounting for Stock Issued to Employees", and related interpretations, to account for stock options granted to employees. Under this method, compensation cost was recorded only if the market price of the underlying Common stock on the date of grant exceeded the exercise price. SFAS 123, "Accounting for Stock-Based Compensation", established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As permitted by SFAS 123, the Company elected to continue to apply the intrinsic-value-based method of accounting described above, and adopted only the disclosure requirements of SFAS 123, as amended, which were similar in most respects to SFAS 123R, with the exception of option forfeitures, which the Company accounted for as they occurred.

The fair value for each stock option granted is estimated at the date of grant using a Black-Scholes option-pricing model. The expected term of options is estimated based on the Company’s historical exercise rate and forfeiture rates are estimated based on employment termination experience. The risk-free rate is based on U.S. Treasury yields for securities in effect at the time of grant with terms approximating the expected term until exercise of the option.

The table below presents the assumptions used to calculate the fair value of options granted during the years ended December 31, 2006, 2005 and 2004:

	2006			2005			2004
Expected life (years)		4.5			6.0			6.0
Expected volatility		48.08	%		40.35	%		51.07	%
Expected dividend yield		--			--			--
Risk-free interest rate		4.53	%		3.99	%		4.09	%
Weighted average fair value of options granted during the year	$	3.23		$	2.79		$	3.31

-60-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The following table summarizes option activity for the years ended December 31, 2006, 2005 and 2004:

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2004		1,036,409		$	4.14
Granted at exercise prices which equaled the fair market value on the date of grant		15,000			6.07
Exercised		(194,722	)		3.31
Cancelled		(136,031	)		3.95
Outstanding at December 31, 2004		720,656			4.45
Granted at exercise prices which equaled the fair market value on the date of grant		136,500			6.14
Exercised		(108,604	)		3.45
Cancelled		(156,632	)		4.81
Outstanding at December 31, 2005		591,920			4.93
Granted at exercise prices which equaled the fair market value on the date of grant		107,000			7.14
Expired		(14,506	)		4.60
Exercised		(228,396	)		4.58
Forfeited		(375	)		4.53
Outstanding at December 30, 2006		455,643		$	5.63		3.45	$	1,322
Exercisable at December 31, 2006		160,172		$	4.75		2.15	$	449

-61-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

The following table summarizes information about stock options outstanding at December 31, 2006:

Range of Exercise Prices	Number of Options Outstanding		Weighted Average Remaining Contract Term		Number of Options Exercisable
4.45		75,570		2.14		43,230
4.49		82,643		1.01		61,952
4.59		8,250		2.10		4,950
4.64		41,800		1.78		29,040
5.67		880		1.93		-
6.07		15,000		3.42		6,000
6.14		124,500		4.15		10,000
7.14		107,000		5.15		5,000
		455,643		3.45		160,172

In the aggregate, related to the aforementioned stock option plans, there were 481,404 additional shares available for grant at December 31, 2006.

The following table illustrates the pro forma effect on the Company’s net income and net income per share as if the Company had adopted the fair value-based method of accounting for stock-based compensation under SFAS 123 for the year ended December 31, 2005 and 2004 (in thousands, except per share amounts):

	2005			2004
Net income as reported	$	2,494		$	1,931
Deduct: Total stock-based employee compensation expense determined under fair value based method, net of related tax effects		(304	)		(309	)
Pro forma net income	$	2,190		$	1,622
Income per share:
Basic-as reported	$	0.28		$	0.22
Basic-pro forma	$	0.24		$	0.19
Diluted-as reported	$	0.28		$	0.22
Diluted-pro forma	$	0.24		$	0.18

-62-

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Prior to the adoption of SFAS 123R, the Company presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the Statement of Cash Flows. SFAS 123R requires that the cash flows resulting from tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) be classified as financing cash flows. Cash received from stock options exercised for the year ended December 31, 2006 was $729,000. Excess tax benefits realized from stock option exercises for the year ended December 31, 2006 was $286,000.

In November 2005, the FASB issued FASB Staff Position 123(R)-3, “Transition Election Related to Accounting for the Tax Effects of Share-based Payment Awards” (“FSP 123R-3”). FSP 123R-3 provides an elective alternative transition method of calculating the additional paid-in capital pool (“APIC POOL”) of excess tax benefits available to absorb tax deficiencies recognized subsequent to the adoption of SFAS 123R to the method otherwise required by paragraph 81 of SFAS 123R. The Company concluded that it would use the alternative method allowed by FSP 123R-3. Upon adoption of SFAS 123R, the Company calculated its APIC Pool to be $955,000. Exercises of stock options for the year ended December 31, 2006 increased the APIC Pool to $993,000.

11. Shareholders’ equity:

On October 15, 1999, the Company declared a dividend of one Common share purchase right (the Rights) on each share of Common stock outstanding. The Rights entitle the holder to purchase one share of Common stock at $17.07 (the Purchase Price) per share. Upon the occurrence of certain events related to non-negotiated attempts to acquire control of the Company, the Rights: (i) will entitle holders to purchase at the Purchase Price that number of shares of Common stock having an aggregate fair market value of two times the Purchase Price; (ii) will become exchangeable at the Company's election at an exchange ratio of one share of Common stock per right; and (iii) will become tradable separately from the Common stock. Further, if the Company is a party to a merger or business combination transaction, the Rights will entitle the holders to purchase at the Purchase Price, shares of Common stock of the surviving company having a fair market value of two times the Purchase Price.

In 1989, the Company adopted an Employee Stock Ownership Plan and Declaration of Trust (“ESOP”). The ESOP provides for the annual contribution by the Company of cash, Company stock or other property to a trust for the benefit of eligible employees. The amount of the Company's annual contribution to the ESOP is within the discretion of the Board of Directors but must be of sufficient amount to repay indebtedness incurred by the ESOP trust, if any, for the purpose of acquiring the Company's stock and plan expenses. The Company made contributions to the ESOP of $9,000, $10,000 and $3,000 during 2006, 2005, and 2004, respectively.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

Shareholders’ Equity includes a non-interest bearing note receivable, resulting from the exercise of stock options, from the Corporate Controller in the amount of $10,000. Imputed interest on this note as well as a note from the former Vice President - Finance, which was repaid in 2005, amounted to $483, $357 and $360, during 2006, 2005, and 2004, respectively.

12. Segment information:

Business segments are defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS No. 131)” as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker assessing performance and making operating and capital decisions.

The Company has one business segment, which consists of the manufacture and marketing of equipment used in the pharmaceutical, medical, biotechnology, chemical and environmental research fields throughout the world.

The Company sells its equipment to biotechnology and pharmaceutical companies, agricultural and chemical companies, other industrial customers engaged in biotechnology and to medical schools, universities, research institutes, hospitals, private laboratories and laboratories of Federal, State and Municipal government departments and agencies in the United States and abroad.

While only a small percentage of the Company's sales are made directly to United States government departments and agencies, its domestic business is significantly affected by government expenditures and grants for research to educational research institutions and to industry. The Company regularly evaluates credit granted to customers.

The following table sets forth the Company's net sales by geographic area for 2006, 2005 and 2004. Net sales by geographic areas are attributed to geographic area based on the location of the customer (in thousands):

	United States		Europe		Asia		Other		Consol-idated
Net sales:
2006	$	29,556	$	27,784	$	9,751	$	8,372	$	75,463
2005		28,276		24,921		7,223		7,196		67,616
2004		28,087		21,374		6,148		6,515		62,124

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

During 2006, 2005 and 2004, net sales from domestic operations to foreign customers were $18,362,000, $16,905,000 and $14,201,000, respectively. Export sales from the United States are made to many countries and areas of the world including the Far East, India, the Middle East and South America with the most significant sales going to Canada, Europe, China, Japan, India, Taiwan and Brazil. Net sales from domestic operations to foreign customers are included in the geographic areas of the respective customers in the table above.

One multi-national distributor, Fisher Scientific, based in the United States accounted for approximately 15.1%, 13.8% and 16.0%, respectively, of consolidated net sales during the years ended December 31, 2006, 2005 and 2004.

The following table sets forth the Company’s long lived assets by geographic area for 2006, 2005 and 2004. The information shown below under the caption "Europe" represents the operations of the Company's wholly-owned foreign subsidiaries primarily in The Netherlands, Belgium, France and Germany (in thousands):

Long-lived assets:	United States		United Kingdom		Europe		Consolidated
2006	$	7,643	$	11,314	$	921	$	19,878
2005		7,105		8,806		806		16,717
2004		6,505		9,812		929		17,246

13. Related party transactions:

The Company entered into a Retirement Agreement and a three (3) year Consulting Agreement with David Freedman. Under the terms of the Retirement Agreement Mr. Freedman agreed to retire from the Company on December 31, 2006 and among other consideration, Mr. Freedman was paid a $396,000 bonus in recognition of his founding, visionary guidance and service to the Company. Such amount was accrued for as of December 31, 2006 and was included in selling, general and administrative expenses on the accompanying 2006 statement of operations. Under the terms of the Consulting Agreement, starting January 1, 2007, Mr. Freedman agrees to provide one hundred twenty (120) hours of consulting services during each calendar quarter and as consideration for those services will be paid $10,000 per month over the term of this agreement.

Carol Freedman, the daughter of David Freedman, and the sister of Kenneth Freedman (the son of David Freedman and a director of the Company), has been employed by the Company in various capacities since 1979. Ms. Freedman is currently Customer Service Manager and is the Assistant Treasurer of the Company. Her compensation for 2006 and 2005 was $63,370 and $60,900, respectively; she also received options to purchase 1,100 shares of the Company’s Common stock in 2003 under the Company’s 2001 Stock Option Plan for Officers and Key Employees.

14. Commitments and contingencies:

The Company is obligated under the terms of various operating leases. Rental expense under such leases for 2006, 2005 and 2004 was $640,000, $716,000 and $615,000, respectively. As of December 31, 2006, estimated future minimum annual rental commitments under noncancelable leases expiring through 2014 are as follows (in thousands):

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	Obligation	Sublease Rentals	Net
2007	$837	$283	$554
2008	668	283	385
2009	529	261	268
2010	195	195	-
2011	195	195	-
After 2011	588	588	-
Total minimum payments required	$3,012	$1,805	$1,207

The Company is ultimately liable under two leases in the United Kingdom for premises that have been sublet to third parties. One lease pursuant to which the annual rent is £99,750 ($195,000 at December 31, 2006) expires in 2014 and has been sublet for the entire remaining term of the lease. The second lease on which the annual rent is £45,000 ($88,000 at December 31, 2006) runs until September 2009 and is also sublet for the remainder of the lease term.

In order to secure a £250,000 grant from the Scottish Ministers, Scottish Executive Enterprise, Transport and Lifelong Learning Department for the relocation and expansion of the Company’s facility in Scotland, UK, the Company guaranteed the repayment of that grant for up to £250,000 plus interest, should the Company not fulfill its obligations under that grant. Among other conditions, the Scottish Ministers could recall all or a portion of the grant should the Company fail to meet specific job targets or experience a change in control. On August 8, 2006 the Company received the first installment under the grant which amounted to £110,000 and will be recognized into income over a weighted average life of 7 years. The guarantee will terminate on the fifth anniversary of the first payment of the grant. As of December 31, 2006, the amount of the guarantee is £110,000 ($215,400) and the unamortized portion of the grant was £101,000 ($197,800).

From time to time, the Company is involved in litigation in the normal course of business, which management believes, after consultation with counsel, the ultimate disposition of which will not have a material adverse effect on the Company's consolidated results of operations or financial position.

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NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

15.Quarterly financial information (unaudited) (in thousands, except per share amounts):

	First		Second		Third		Fourth		Total
Year ended December 31, 2006
Net sales	$	16,967	$	18,586	$	17,971	$	21,939	$	75,463
Gross profit		6,907		7,664		7,638		8,342		30,551
Net income		583		1,017		1,100		1,061		3,761
Income per share:
Basic	$	0.06	$	0.11	$	0.12	$	0.12	$	0.41
Diluted (a)		0.06		0.11		0.12		0.11		0.41
Year ended December 31, 2005
Net sales	$	16,108	$	15,180	$	16,137	$	20,191	$	67,616
Gross profit		6,302		5,913		6,785		8,043		27,043
Net income		407		4		833		1,250		2,494
Income per share:
Basic	$	0.05	$	0.00	$	0.09	$	0.14	$	0.28
Diluted		0.05		0.00		0.09		0.14		0.28

(a) Due to rounding, the sum of the quarters does not necessarily equal the amount for the full year.

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Item 9.Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was conducted by the Company’s Chief Executive Officer along with the Company’s Chief Financial Officer. Based upon that evaluation as of the evaluation date, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the disclosure controls and procedures were effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding disclosure.

Item 9B.Other Information.

None.

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PART III

Certain information required by Part III is omitted from this Annual Report on Form 10-K because the Registrant will file a definitive proxy statement within one hundred twenty (120) days after the end of the fiscal year pursuant to Regulation 14A (the “Proxy Statement”) for its Annual Meeting of Stockholders currently scheduled for May 30, 2007 and the information included in the Proxy Statement is incorporated herein by reference.

Item 10.Directors, Executive Officers and Corporate Governance.

The information required by this Item with respect to directors and executive officers is incorporated by reference to the Proxy Statement. Information regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended, is incorporated by reference to the information under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

Registrant has a code of ethics for its Chief Executive Officer, Chief Financial Officer and Corporate Controller, which has been posted on its website at http://nbsc.com. Registrant will disclose on its website when there have been any waivers of, or amendments to, the code of ethics.

At least one member of Registrant’s audit committee is considered as an audit committee financial expert. Registrant’s audit committee consists of William J. Murphy, Peter Schkeeper and Ernest Gross.

Item 11.Executive Compensation.

The information required by this Item with respect to the compensation of the Registrant’s executive officers is incorporated by reference to the Proxy Statement.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item is incorporated by reference to the Proxy Statement.

Item 13.Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated by reference to the Proxy Statement.

Item 14.Principal Accounting Fees and Services.

Information required by this item is incorporated herein by reference to the Registant’s Definitive Proxy Statement with respect to the 2007 Annual Meeting of Stockholders to be filed with the SEC in April 2007, pursuant to Regulation 14A.

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PART IV

Item 15.Exhibits, Financial Statement Schedules.

(a)	The following documents are filed as a part of this report:
	1.Financial statements and supplementary data included in Part II of this report:
	New Brunswick Scientific Co., Inc. and Subsidiaries, consolidated financial statements:
	Consolidated Balance Sheets as of December 31, 2006 and 2005
	Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004
	Consolidated Statements of Shareholders' Equity for the years ended December 31, 2006, 2005 and 2004
	Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004
	Consolidated Statements of Comprehensive Income for the years ended December 31, 2006, 2005 and 2004
	Notes to Consolidated Financial Statements
	2.Financial statement schedules included in part IV of this report:
	Schedule II
	Schedules other than those listed above have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
	3.Controls and Procedures
	4.Exhibits:
	The Exhibits index is on Page 72.

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Schedule II

NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

(In thousands)

	Additions
	Balance At Beginning of Period		Charged to Costs and (Credited) to Expenses			Charged to Other Accounts			Deductions		Balance at End of Period
Year ended December 31, 2006
Allowance for doubtful accounts	$	395	$	256		$	11		$	25	$	637
Inventory valuation allowance		2,140		576			113			1,102		1,727
Year ended December 31, 2005
Allowance for doubtful accounts		511		(53	)		(14	)		49		395
Inventory valuation allowance		2,564		315			(132	)		607		2,140
Year ended December 31, 2004
Allowance for doubtful accounts		603		(106	)		38			24		511
Inventory valuation allowance		2,658		883			107			1,084		2,564

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EXHIBIT INDEX

(3a)	Restated Certificate of Incorporation, as amended is incorporated herein by reference from Exhibit (4) to the Registrant's Registration Statement on Form S-8 on file with the commission (No. 33-15606), and with respect to two amendments to said Restated Certificate of Incorporation, to Exhibit (4b) of Registrant's Registration Statement on Form S-8 (No. 33-16024).
(3b)	Restated By-Laws of the Company, as amended and restated is incorporated herein by reference to Exhibit (3b) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
(3c)	Rights Agreement dated as of October 31, 1999 between New Brunswick Scientific Co., Inc. and American Stock Transfer & Trust Company, as Rights Agent, which includes the Form of Right Certificate as Exhibit A and the Summary of Terms of the Rights Agreement as Exhibit B is incorporated herein by reference to Registrant’s Current Report on Form 8-K filed on October 29, 1999.
(3d)	Amendment to the Restated Certificate of Incorporation of the Company is incorporated herein by reference to Item 2 of Registrant’s Proxy Statement filed with the Commission on or about April 13, 1999.
(4)	See the provisions relating to capital structure in the Restated Certificate of Incorporation, amendment thereto, incorporated herein by reference from the Exhibits to the Registration Statements identified in Exhibit (3) above.
(10-2)	Pension Plan is incorporated herein by reference from Registrant's Form 10-K for the year ended December 31, 1985.
(10-3)	The New Brunswick Scientific Co., Inc., 1989 Stock Option Plan for Nonemployee Directors is incorporated herein by reference to Exhibit "A" appended to the Company's Proxy Statement filed with the Commission on or about April 22, 1989.
(10-4)	Distribution agreement with Fisher Scientific dated February 2, 1990, as amended and restated is incorporated herein by reference to Exhibit (10-5) of The Registrant’s Annual Report on Form 10-K for the year ended December 31, 1989.
(10-8)	Termination Agreement with David Freedman is incorporated herein by reference to Exhibit of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1990.
(10-9)	Termination Agreement with Samuel Eichenbaum is incorporated herein by reference to Exhibit (10-9) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991
(10-10)	Involuntary Termination Agreement with Samuel Eichenbaum is incorporated herein by reference to Exhibit (10-10) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10-12)	1991 Nonqualified Stock Option Plan is incorporated herein by reference to Exhibit (10-12) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991.
(10-13)	Indemnification Agreements in substantially the same form as with all the Directors and Officers of the Company is incorporated herein by reference to Schedule A to Exhibit (10-13) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991.
(10-19)	Credit Agreement between New Brunswick Scientific Co., Inc. and First Union National Bank dated April 1, 1999 is incorporated herein by reference to Exhibit (10-19) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
(10-23)	Indemnification Agreements with Kenneth Freedman and Peter Schkeeper are incorporated herein by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999.
(10-24)	Indemnification Agreements with Jerome Birnbaum and Lee Eppstein are incorporated herein by reference to Exhibit (10-24) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
(10-25)	Indemnification Agreements with James T. Orcutt and Daniel S. Van Riper are incorporated herein by reference to Exhibit (10-25) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001.
(10-26)	The New Brunswick Scientific Co., Inc., 1998 Nonqualified Stock Option Plan for Ten Percent Shareholder - Directors is incorporated herein by reference to Appendix “A” appended to the Company’s Proxy Statement filed with the Commission on or about April 10, 1998.
(10-27)	The New Brunswick Scientific Co., Inc., 1999 Stock Option Plan for Nonemployee Directors is incorporated herein by reference to Appendix “C” appended to the Company’s Proxy Statement filed with the Commission on or about April 13, 1999.
(10-28)	The New Brunswick Scientific Co., Inc. 2001 Nonqualified Stock Option Plan for Officers and Key Employees is incorporated herein by reference to Appendix “A” appended to the Company’s Proxy Statement filed with the Commission on or about April 17, 2001.
(10-29)	Involuntary Termination Agreement with James T. Orcutt is incorporated herein by reference to Exhibit (10-29) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
(10-31)	Fifth Amendment to Credit Agreement between New Brunswick Scientific Co., Inc. and First Union National Bank dated April 1, 1999 is incorporated herein by reference to Exhibit (10-31) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
(10-32)	Involuntary Termination Agreement with Lee Eppstein is incorporated herein by reference to Exhibit (10-32) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.
.
(10-33)	Sixth Amendment to Credit Agreement between New Brunswick Scientific Co., Inc. and Wachovia Bank, National Association (previously First Union National Bank) dated April 1, 1999 is incorporated herein by reference to Exhibit (10-33) of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2003.
(10-34)	Indemnification Agreement with Joel Jaffe is incorporated herein by reference to Exhibit (10-34) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.
(10-35)	New Brunswick Scientific Co., Inc. Employee Stock Purchase Plan, as amended, is incorporated by herein by reference to Item 2 of Registrant’s Proxy Statement filed with the Commission on April 17, 2005.
(10-36)	Seventh Amendment to Credit Agreement between new Brunswick Scientific Co., Inc. and Wachovia Bank, National Association (Previously First Union National Bank) dated April 1, 1999 is incorporated herein by reference to Exhibit (10-36) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10-37)	Indemnification Agreement with Thomas Bocchino is incorporated herein by reference to Exhibit (10-37) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10-38)*	Eighth Amendment to Credit Agreement between new Brunswick Scientific Co., Inc. and Wachovia Bank, National Association (Previously First Union National Bank) dated April 1, 1999.
(10-39)*	Indemnification Agreement with William J. Murphy.
(22)	Subsidiaries of the Company.
(24a)*	Consent of KPMG LLP.
(31)*	Certification of Thomas Bocchino.
(31)*	Certification of James T. Orcutt.
(32)*	Certifications of James T. Orcutt and Thomas Bocchino.

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 29, 2007	By:	/s/ David Freedman
		David Freedman
		Director and Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Dated: March 29, 2007	By:	/s/ Adele Lavender
		Adele Lavender
		Corporate Secretary
Dated: March 29, 2007	By:	/s/ Thomas Bocchino
		Thomas Bocchino
		Vice President, Finance
		Treasurer and Chief Financial Officer
		(Chief Accounting Officer)
Dated: March 29, 2007	By:	/s/ James T. Orcutt
		James T. Orcutt
		Chief Executive Officer,
		President and Director
Dated: March 29, 2007	By:	/s/ Dr. Jerome Birnbaum
		Dr. Jerome Birnbaum
		Director
Dated: March 29, 2007	By:	/s/ Kenneth Freedman
		Kenneth Freedman
		Director
Dated: March 29, 2007	By:	/s/ Ernest Gross
		Ernest Gross
		Director
Dated: March 29, 2007	By:	/s/ William J. Murphy
		William J. Murphy
		Director
Dated: March 29, 2007	By:	/s/ Dr. David Pramer
		Dr. David Pramer
		Director
Dated: March 29, 2007	By:	/s/ Peter Schkeeper
		Peter Schkeeper
		Director
Dated: March 29, 2007	By:	/s/ Daniel S. Van Riper
		Daniel S. Van Riper
		Director

EX-10.38

EXHIBIT 10.38

EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Eighth Amendment to Loan and Security Agreement made as of the 28th day of December, 2006 (this “Amendment”) by and between NEW BRUNSWICK SCIENTIFIC CO., INC. (the “Borrower”), a corporation organized under the laws of the State of New Jersey, having an address at 44 Talmadge Road, Edison, New Jersey 08818-4005 and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank) (the “Bank”), a national banking association formed under the laws of the United States of America, having an office at 1889 Highway 27, NJ 1917, Edison, New Jersey 08817.

W I T N E S S E T H:

WHEREAS, the Bank and the Borrower previously entered into commercial lending arrangements in accordance with the terms and conditions of a certain Loan and Security Agreement dated April 1, 1999, as amended by that certain First Amendment to Loan and Security Agreement dated as of November 22, 1999 between the same parties, as further amended by that certain Second Amendment to Loan and Security Agreement dated as of June 30, 2000 between the same parties, as further amended by that certain Third Amendment to Loan and Security Agreement dated as of May 11, 2001 between the same parties, as further amended by that certain Fourth Amendment to Loan and Security Agreement dated as of November 13, 2001 between the same parties, as further amended by that certain Fifth Amendment to Loan and Security Agreement dated as of March 15, 2002, as further amended by a certain Sixth Amendment to Loan and Security Agreement dated as of September 26, 2003 by and between the same parties and as further amended by a certain Seventh Amendment to Loan and Security Agreement dated as of May 31, 2005 by and between the same parties (the “Agreement”); and

WHEREAS, the Borrower and the Bank have agreed to, subject to the provisions hereof, to amend certain financial covenants.

NOW, THEREFORE, for and in consideration of mutual covenants and agreements herein contained, and other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1.The following definition is hereby added to Subsection 1.1 of the Agreement to read as follows:

“Eighth Amendment”: That certain Eighth Amendment to Loan and Security Agreement dated as of December 28, 2006 by and between the Borrower and the Bank.

2.Subsection 9.23(k) of the Agreement is hereby amended to read as follows:

(k) Capital Expenditures. Enter into any agreements to purchase or pay for or become obligated to pay for capital expenditures during any fiscal year in an amount aggregating in excess of $3,500,000.

3.The first caption and sentence of Subsection 9.23(o) of the Agreement is hereby amended to read as follows:

(o)Total Assets of Borrower to Total Assets of Borrower and Subsidiaries. Borrower shall, at all times, maintain a ratio of Total Assets of Borrower divided by Total Assets of Borrower and Subsidiaries of not less than .50 to 1.00.

4.Borrower shall pay all reasonable expenses and expenditures of Bank, including, without limitation, reasonable attorneys’ fees and expenses incurred or paid by Bank in connection with this Amendment and all other documents delivered in connection herewith.

5.Borrower acknowledges and represents that:

(a)the Agreement, as amended hereby, and all other Loan Documents constitute legal, valid and binding obligations of the parties thereto in accordance with their terms.

2

(b)the Agreement, as amended hereby, and other Loan Documents are in full force and effect without any defense, claim, counterclaim, right or claim of set-off;

(c)all representations and warranties of the Borrower contained herein and in the other Loan Documents are true and correct in all material respects as of this date, except for any representation or warranty that specifically refers to an earlier date;

(d)Borrower has taken all necessary action to authorize the execution and delivery of this Amendment;

(e)this Amendment is a modification of an existing obligation and is not a novation, and except as modified by this letter, all other terms, conditions and provisions of the Agreement and other Loan Documents remain in full force and affect; and

(f)no Default or Event of Default presently exists under the Agreement or the other Loan Documents.

6.All capitalized terms contained in this Amendment shall have the same meanings ascribed to them in the Agreement.

7.This Amendment may be executed in one or more counterparts, each of which shall constitute one and the same Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

IN WITNESS WHEREOF, the parties hereunto set their hands and cause these presents to be signed by the authorized officers on the date and year first above mentioned.

NEW BRUNSWICK SCIENTIFIC CO., INC.
BY:	/s/ Thomas Bocchino
	Name: Thomas Bocchino
	Title: Vice President, Finance
WACHOVIA BANK, NATIONAL ASSOCIATION
BY:	/s/ Debora J. Kelly
	Name: Debora J. Kelly
	Title: A.V.P.

4

EX-10.39

EXHIBIT 10.39

INDEMNIFICATION AGREEMENT

AGREEMENT dated as of February 9, 2007, between NEW BRUNSWICK SCIENTIFIC CO., INC., a New Jersey corporation (the "Corporation") and William Murphy (the "Director").

WHEREAS, the Director is a member of the board of directors of the Corporation; and

WHEREAS, proceedings based upon the Director's performance of his duties may be brought from time to time against or involving him; and

WHEREAS, the Corporation recognizes that the threat of such proceedings might inhibit the Director in his performance of his duties and/or cause the Director to cease serving as a director of the Corporation; and

WHEREAS, to reduce any such inhibition, the Corporation wishes to indemnify the Director against liabilities he may incur as a result of certain proceedings, as well as expenses he may incur in his defense in     such proceedings; and

WHEREAS, in certain proceedings involving claims relating to the Employee Retirement Income Security Act of 1974, as amended, Federal law may apply to limit the permissible scope of indemnification; and

NOW, THEREFORE, the parties hereto, for valuable consideration, incident to the Director's service to, and to induce the continued service of the Director to the Corporation, agree as follows:

1

ARTICLE I

DEFINITIONS

1.1Proceeding. "Proceeding" shall mean any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, any appeal from any such action, suit or proceeding, and any inquiry or investigation which could lead to any such action, suit or proceeding.

1.2Expenses."Expenses" shall mean reasonable costs, disbursements and counsel fees.

1.3Liabilities. "Liabilities" shall mean amounts paid or incurred in satisfaction or settlements, judgments, fines and penalties.

1.4Derivative Suit. "Derivative Suit" shall mean a Proceeding against the Director brought by or in the right of the Corporation, which involves the Director by reason of his being or having been a director, officer or agent of the Corporation or a subsidiary thereof.

1.5Breach Of The Director's Duty of Loyalty. "Breach Of The Director's Duty Of Loyalty" shall mean an act or omission which that person knows or believes to be contrary to the best interests of the Corporation or its Shareholders in connection with a matter in which he has a material conflict of interest.

1.6ERISA Suit. "ERISA Suit" shall mean a proceeding against the Director brought by or on behalf of a participant(s) or beneficiary of any employee welfare or pension benefit plan by reason of his being or having been a Trustee or fiduciary of such plan, or by reason of his actions with respect to the plan which he has taken in his capacity as a Director.

2

ARTICLE II

INDEMNIFICATION

2.1Personal Liability. The Director shall not be personally liable to the Corporation or its stockholders for damages for breach of any duty owed to the Corporation or its stockholders unless such breach of duty is based upon an act or omission (a) in Breach Of The Director's Duty Of Loyalty to the Corporation or its stockholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by the Director of an improper personal benefit.

2.2Expenses. Unless otherwise expressly prohibited by law, the Corporation shall indemnify the Director against his Expenses and all Liabilities in connection with any Proceeding involving the Director, including a proceeding by or in the right of the Corporation, unless such breach of duty is based upon an act or omission (a) in Breach Of The Director's Duty Of Loyalty to the Corporation or its stockholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by the Director of an improper personal benefit.

2.3Advancement of Expenses. The Corporation shall advance or pay those Expenses incurred by the Director in a Proceeding as and when incurred, provided, however, that the Director shall, as a condition to receipt of such advances, undertake to repay all amounts advanced if it shall finally be adjudicated that the breach of duty by the Director was based on an act or omission (a) in Breach Of The Director's Duty Of Loyalty to the Corporation or its stockholders; (b) not in good faith or involving a knowing violation of the law; or (c) resulting in receipt of an improper personal benefit.

3

ARTICLE III

INDEMNIFICATION FOR ERISA SUITS

3.1Indemnification. The Corporation shall, to the extent indemnification is not available to the Director under Article II of this Agreement, indemnify the Director against any and all Liabilities and Expenses which he may incur in connection with any ERISA Suit, if:

(a)he acted in good faith, and

(b)in a manner which did not constitute a breach of fiduciary obligations as defined by the Employee Retirement Income Security Act, 29 U.S.C. §1101-1114.

3.2No Presumption. The termination of any proceeding in connection with any ERISA Suit by judgment, order or settlement should not of itself create a presumption that the Director did not meet the applicable standards of conduct set forth in subparagraphs (a) and (b) above.

3.3Determination. Any determination concerning whether the Director met the standards of conduct set forth in subparagraphs 3.1(a) and (b) above shall be made:

(a)by the Board of Directors of the Corporation or a committee thereof acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding; or

(b)by the Shareholders, if provided by the Certificate of Incorporation, the by-laws of the Corporation, or a resolution of either the Board of Directors or the Shareholders of the Corporation; or

(c)by independent legal counsel in a written opinion, if a quorum of the Board of Directors cannot be obtained, or if a quorum of the Board of Directors or a committee thereof by a majority vote of the disinterested directors so directs. Such counsel shall be designated by the Board of Directors.

4

ARTICLE IV

MISCELLANEOUS

4.1Agreement Effective Despite Service Prior to Effective Date and After Termination of Director. This Agreement shall be effective without regard to the service of the Director as a Director of the Corporation prior to the date hereof and this Agreement shall remain effective notwithstanding the removal, resignation, death or other termination of the Director from any position with the Corporation.

4.2Binding Effect Upon Successors of Corporation. This Agreement shall bind the Corporation, its successors and assigns.

4.3Insurance. The Corporation, at its sole discretion, may purchase and maintain insurance on behalf of the Director.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ATTEST:	NEW BRUNSWICK SCIENTIFIC CO., INC.
/s/ Adele Lavender	By: /s/ David Freedman
Adele Lavender	David Freedman
Secretary	Chairman
	By: /s/ William J. Murphy
	William J. Murphy

5

EX-22

Exhibit 22

SUBSIDIARIES OF THE COMPANY

Name and Place of Incorporation	Percentage of Ownership
New Brunswick Scientific (U.K.) Limited Incorporated in the United Kingdom		100	%
New Brunswick Scientific B.V. Incorporated in The Netherlands		100	%
New Brunswick Scientific N.V. Incorporated in Belgium		100	%
New Brunswick Scientific GmbH Incorporated in Germany		100	%
New Brunswick Scientific of Delaware, Inc. Incorporated in the State of Delaware		100	%
New Brunswick Scientific International, Inc. Incorporated in the State of Delaware		100	%
New Brunswick Scientific West Inc. Incorporated in the State of California		100	%
New Brunswick Scientific S.a.r.l. Incorporated in France		100	%
NBS ULT Limited Incorporated in the United Kingdom		100	%
NBS Cryo-Research Limited Incorporated in the United Kingdom		100	%
RS Biotech Laboratory Equipment Limited Incorporated in the United Kingdom		100	%

EX-24.A

EXHIBIT 24a

Consent of Independent Registered Public Accounting Firm

The Board of Directors

New Brunswick Scientific Co., Inc.:

We consent to incorporation by reference in the registration statements (No. 33-16024, No. 333-69202, No. 333-69206, No. 333-69208, No. 333-136496, No. 333-137047 and No. 333-137050) on Form S-8 of New Brunswick Scientific Co., Inc. of our report dated March 29, 2007, with respect to the consolidated balance sheets of New Brunswick Scientific Co., Inc. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, shareholders’ equity, cash flows, and comprehensive income for each of the years in the three-year period ended December 31, 2006, and related schedule, which report appears in the December 31, 2006 annual report on Form 10-K of New Brunswick Scientific Co., Inc.

Our report on the consolidated financial statements refers to the Company’s adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment”, effective January 1, 2006, and the adoption of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106 and 132R”, as of December 31, 2006.

(s)/KPMG LLP

Short Hills, New Jersey

March 29, 2007

EX-31

Exhibit 31

CERTIFICATION

I, Thomas Bocchino, certify that:

1.   I have reviewed this annual report on Form 10-K of New Brunswick Scientific Co., Inc. (the “Registrant”);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.   The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)   disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.   The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: March 29, 2007	/s/ Thomas Bocchino
	Thomas Bocchino
	Vice President, Finance
	Treasurer and Chief Financial Officer
	(Chief Accounting Officer)

Exhibit 31

CERTIFICATION

I, James T. Orcutt, certify that:

1.   I have reviewed this annual report on Form 10-K of New Brunswick Scientific Co., Inc. (the “Registrant”);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.   The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)   disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.   The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: March 29, 2007	/s/ James T. Orcutt
	James T. Orcutt
	Chief Executive Officer,
	President and Director

EX-32

Exhibit 32

CERTIFICATIONS

I, James T. Orcutt, hereby certify that the annual report being filed herewith containing financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (16 U.S. C. 78m or 78o(d)) and that the information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of New Brunswick Scientific Co., Inc. for the period covered by said annual report.

Dated: March 29, 2007	/s/ James T. Orcutt
	James T. Orcutt
	Chief Executive Officer,
	President and Director

I, Thomas Bocchino, hereby certify that the annual report being filed herewith containing financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (16 U.S. C. 78m or 78o(d)) and that the information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of New Brunswick Scientific Co., Inc. for the period covered by said annual report.

Dated: March 29, 2007	/s/ Thomas Bocchino
	Thomas Bocchino
	Vice President, Finance
	Treasurer and Chief Financial Officer
	(Chief Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to New Brunswick Scientific Co., Inc. and will be retained by New Brunswick Scientific Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.