-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T9eqxiqVOrAXLfcNhGBbgAB2JSk4JDBt3TnGHrsir/q1XKYicFvYCFs5/kfKZYsc ZbQKYpU8t1m91ykHeiRNKw== 0000950116-97-002030.txt : 19971114 0000950116-97-002030.hdr.sgml : 19971114 ACCESSION NUMBER: 0000950116-97-002030 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW BRUNSWICK SCIENTIFIC CO INC CENTRAL INDEX KEY: 0000071241 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 221630072 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-06994 FILM NUMBER: 97712594 BUSINESS ADDRESS: STREET 1: 44 TALMADGE RD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 BUSINESS PHONE: 9082871200 MAIL ADDRESS: STREET 1: 44 TALMADGE ROAD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarter Ended September 30, 1997 Commission File No. 0-6994 ------ NEW BRUNSWICK SCIENTIFIC CO., INC. State of Incorporation - New Jersey E. I. #22-1630072 ----------- 44 Talmadge Road, Edison, N.J. 08818-4005 Registrant's Telephone Number: 732-287-1200 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days. Yes X No --- --- There are 4,197,743 Common shares outstanding as of November 4, 1997. Page 1 NEW BRUNSWICK SCIENTIFIC CO., INC. Index
PAGE NO. -------- PART I. FINANCIAL INFORMATION: Item 1: Consolidated Condensed Balance Sheets - September 30, 1997 and December 31, 1996 3 Consolidated Statements of Operations - Three and Nine Months Ended September 30, 1997 and 1996 4 Consolidated Condensed Statements of Cash Flows - Nine Months Ended September 30, 1997 and 1996 5 Notes to Consolidated Condensed Financial Statements 6 Item II: Management's Discussion and Analysis of Results of Operations and Financial Condition 7 PART II. OTHER INFORMATION 9
Page 2 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands, except for share data) ASSETS September 30, December 31, 1997 1996 ------- ------- Current Assets (Unaudited) Cash and cash equivalents $ 3,835 $ 5,196 Accounts receivable, net 7,475 10,108 Refundable income taxes 234 334 Deferred income tax benefit 97 97 Inventories: Raw materials and sub-assemblies 6,789 6,762 Work-in-process 3,315 2,327 Finished goods 5,418 3,891 ------- ------- Total inventories 15,522 12,980 Prepaid expenses and other current assets 1,804 1,880 ------- ------- Total current assets 28,967 30,595 ------- ------- Property, plant and equipment, net 5,431 5,701 Other assets 1,241 930 ------- ------- $35,639 $37,226 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current installments of long-term debt $ 131 $ 135 Accounts payable and accrued expenses 6,622 7,014 -------- -------- Total current liabilities 6,753 7,149 -------- -------- Long-term debt, net of current installments 258 401 Other liabilities 425 425 -------- -------- Shareholders' equity: Common stock, $.0625 par, authorized 25,000,000 shares; shares issued and outstanding, 1997 - 4,197,743 and 1996 - 3,808,932 net of shares held in treasury, 1997 - 390,967 and 1996 - 355,425 262 238 Capital in excess of par 23,814 20,738 Retained earnings 5,813 9,092 Currency translation adjustment (1,261) (392) Pension liability adjustment (425) (425) -------- -------- Total shareholders' equity 28,203 29,251 -------- -------- $ 35,639 $ 37,226 ======== ======== See notes to consolidated condensed financial statements. Page 3 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 -------- -------- -------- -------- Net sales $ 9,856 $ 9,658 $ 31,468 $ 29,074 Operating costs and expenses: Cost of sales 5,723 5,783 19,203 17,611 Selling, general and administrative expenses 3,062 2,962 9,525 8,752 Research, development and engineering expenses 1,024 894 3,113 2,616 -------- -------- -------- -------- Total operating costs and expenses 9,809 9,639 31,841 28,979 -------- -------- -------- -------- Income (loss) from operations 47 19 (373) 95 Other income (expense): Interest income 35 40 108 149 Interest expense (26) (12) (53) (36) Other income (expense), net (3) 3 (7) 2 -------- -------- -------- -------- 6 31 48 115 -------- -------- -------- -------- Income (loss) before income taxes 53 50 (325) 210 Income taxes (benefit) 11 10 (65) 42 -------- -------- -------- -------- Net income (loss) $ 42 $ 40 $ (260) $ 168 ======== ======== ======== ======== Earnings (loss) per Common share $ .01 $ .01 $ (.06) $ .04 ======== ======== ======== ======== Weighted average number of shares outstanding 4,198 4,163 4,193 4,159 ======== ======== ======== ========
See notes to consolidated condensed financial statements. Page 4 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, ------------------- 1997 1996 ------- ------- Cash flows from operating activities: Net income (loss) $ (260) $ 168 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 712 528 Change in related balance sheet accounts: Accounts receivable 2,067 1,001 Refundable income taxes 100 -- Inventories (2,889) (1,692) Prepaid expenses and other current assets (41) (272) Accounts payable and accrued expenses (620) (1,041) Advance payments from customers 610 588 ------- ------- Net cash used by operating activities (321) (720) ------- ------- Cash flows from investing activities: Additions to property, plant and equipment (616) (1,145) Investment (250) -- Sale of equipment 17 22 ------- ------- Net cash used by investing activities (849) (1,123) ------- ------- Cash flows from financing activities: Repayment of long-term debt (93) (98) Discount from fair market value upon issue of options under stock option plan for nonemployee directors 35 -- Proceeds from issue of shares under Employee Stock Purchase Plan 38 36 Proceeds from issue of Common stock under stock option plan for nonemployee directors 8 3 ------- ------- Net cash used by financing activities (12) (59) ------- ------- Net effect of exchange rate changes on cash (179) (65) ------- ------- Net decrease in cash and cash equivalents (1,361) (1,967) Cash and cash equivalents at beginning of period 5,196 6,382 ------- ------- Cash and cash equivalents at end of period $ 3,835 $ 4,415 ======= ======= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 54 $ 31 Income taxes 363 195 See notes to consolidated condensed financial statements. Page 5 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) Note 1 - Interim results: In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly, its financial position as of September 30, 1997 and the results of its operations and cash flows for the nine months ended September 30, 1997 and 1996. Interim results may not be indicative of the results that may be expected for the year. Note 2 - Earnings per Common share: Earnings per Common share is based on the weighted average number of shares outstanding. Stock options are not included in the calculation as they had no significant dilutive effect on earnings per Common share. A 10% stock dividend was declared on February 26, 1997 and distributed on May 15, 1997. The weighted average number of shares outstanding for prior periods have been restated to reflect this dividend. Note 3 - Consolidated condensed statements of shareholders' equity: Nine Months Ended September 30, ---------------------- 1997 1996 -------- -------- (In thousands) Balance at beginning of period $ 29,251 $ 28,181 Net income (loss) (260) 168 Currency translation adjustment (869) (324) Issue of shares under Employee Stock Purchase Plan 38 36 Discount from fair market value upon issue of options under stock option plan for nonemployee directors 35 -- Issue of shares under stock option plan for nonemployee directors 8 3 -------- -------- Balance at end of period $ 28,203 $ 28,064 ======== ======== Page 6 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, are made throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects," "seeks," "estimates," and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements. The following is Management's discussion and analysis of significant factors that have affected the Company's operating results and financial condition during the quarter and nine months ended September 30, 1997. Results of Operations Quarter Ended September 30, 1997 vs. Quarter Ended September 30, 1996. For the quarter ended September 30, 1997, net sales were $9,856,000 compared with net sales of $9,658,000 for the quarter ended September 30, 1996, an increase of 2.1%. Net income for the 1997 quarter of $42,000 or $.01 per share compared with net income of $40,000 or $.01 per share for the third quarter of 1996. Research, development and engineering expenses increased to $1,024,000 in the 1997 quarter from $894,000 in 1996 due primarily to support the operations of DGI BioTechnologies, the Company's drug-lead discovery operation. Interest income declined during the 1997 quarter due to the lower amount of cash and cash equivalents available for investment. Interest expense increased during the 1997 quarter due to interest incurred as a result of a tax audit. Nine Months Ended September 30, 1997 vs. Nine Months Ended September 30, 1996 For the nine months ended September 30, 1997, net sales were $31,468,000 compared with net sales of $29,074,000 for the nine months ended September 30, 1996, an increase of 8.2%. There was a net loss for the 1997 period of $260,000 or $.06 per share compared with net income of $168,000 or $.04 per share for the first nine months of 1996. The increase in net sales in the 1997 period was primarily attributable to increased sales in the United States. Selling, general and administrative expenses increased to $9,525,000 in the 1997 period from $8,752,000 in 1996 due primarily to normal year to year increases and to the effect of a decrease in 1996 expenses as a result of the recovery of certain legal expenses. Research, development and engineering expenses increased to $3,113,000 in the 1997 period from $2,616,000 in 1996 due primarily to support the operations of DGI BioTechnologies, the Company's drug lead discovery operation. Interest income declined during the 1997 period due to the lower amount of cash and cash equivalents available for investment. Interest expense increased during the 1997 period due to interest incurred as a result of tax audits. Page 7 Financial Condition Liquidity and Capital Resources During the period ended September 30, 1997, Cash and Cash Equivalents decreased to $3,835,000 from $5,196,000 at December 31, 1996. The decrease in cash resulted primarily from an increase in inventories from $12,980,000 at December 31, 1996 to $15,522,000 at September 30, 1997 and the net loss for the period of $260,000, partially offset by a decrease in accounts receivable to $7,475,000 at September 30, 1997 from $10,108,000 at December 31, 1996. The increase in inventories consisted primarily of $988,000 of work-in-process inventory, largely due to a significant increase in orders for custom bioprocess equipment and $1,527,000 of finished goods inventory as a result of the need to build stocks to compensate for the Company's annual two week summer plant shutdown of its manufacturing facility and to prepare for anticipated higher demand during the fourth quarter. The decrease in accounts receivable, resulted from the lower volume of sales during the quarter ended September 30, 1997 as compared with the quarter ended December 31, 1996. Cash Flows from Operating Activities During the period ended September 30, 1997, net cash used by operating activities amounted to $321,000 compared with net cash used of $720,000 for the period ended September 30, 1996. The primary reasons for the $399,000 positive change between the two periods were a decrease in accounts receivable of $2,067,000 in 1997 vs. a decrease of $1,001,000 in 1996 and a decrease in accounts payable and accrued expenses of $620,000 in 1997 vs. a decrease of $1,041,000 in 1996 and were partially offset by an increase in inventories of $2,889,000 in 1997 vs. an increase of $1,692,000 in 1996 and a net loss of $260,000 in 1997 vs. net income of $168,000, in 1996. Cash Flows from Investing Activities Net cash used by investing activities amounted to $849,000 in 1997 vs. $1,123,000 in 1996, primarily as a result of additions to property, plant and equipment and from an investment in another entity in 1997. A significant portion of the 1996 capital additions were attributable to building laboratories and purchasing equipment for DGI BioTechnologies and the installation by the Company of a state-of-the-art powder coat paint facility. Cash Flows from Financing Activities Net cash used by financing activities amounted to $12,000 in 1997 vs. $59,000 used in 1996. The 1997 amount includes $35,000 related to the discount from fair market value upon issuance of options under the Company's stock option plan for nonemployee directors. Management believes that the resources available to the Company, including its line of credit are sufficient to meet its near and intermediate-term needs, including funding commitments for DGI BioTechnologies, and its strong unleveraged balance sheet and debt-free real estate provide the basis for any long-term financing if the need should arise. Page 8 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K No reports on Form 8-K have been filed during the quarter ended September 30, 1997. Page 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEW BRUNSWICK SCIENTIFIC CO., INC. ---------------------------------- (Registrant) Date: November 12, 1997 /s/ Ezra Weisman ---------------------------------- Ezra Weisman President (Chief Executive Officer) /s/ Samuel Eichenbaum ---------------------------------- Samuel Eichenbaum Vice President, Finance (Principal Accounting Officer) Page 10 EX-27 2 FINANCIAL DATA SCHEDULE
5 0000071241 NEW BRUNSWICK SCIENTIFIC CO., INC. 3-MOS DEC-31-1997 SEP-30-1997 3,835,000 0 7,475,000 0 15,522,000 28,967,000 5,431,000 0 35,639,000 6,753,000 0 0 0 262,000 27,941,000 35,639,000 31,468,000 31,468,000 19,203,000 31,841,000 (101,000) 0 53,000 (325,000) (65,000) (260,000) 0 0 0 (260,000) (.06) 0
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