-----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, DY1sFSQvf5chzVFsN32jZpK2Z1dUdHkgaUW0L3morTAFFWaFvxcgsi1rZHYBDUj9 O5c5qXWWbVxEL2xD4ICN2g== 0000950116-00-000181.txt : 20000207 0000950116-00-000181.hdr.sgml : 20000207 ACCESSION NUMBER: 0000950116-00-000181 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991123 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW BRUNSWICK SCIENTIFIC CO INC CENTRAL INDEX KEY: 0000071241 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 221630072 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-06994 FILM NUMBER: 524192 BUSINESS ADDRESS: STREET 1: 44 TALMADGE RD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 BUSINESS PHONE: 9082871200 MAIL ADDRESS: STREET 1: 44 TALMADGE ROAD STREET 2: PO BOX 4005 CITY: EDISON STATE: NJ ZIP: 08818-4005 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 23, 1999 ----------------- NEW BRUNSWICK SCIENTIFIC CO., INC. ---------------------------------- (Exact name of registrant as specified in its charter) New Jersey 22-1630072 ---------- ---------- (State of Incorporation) (IRS Employer Identification Number) 0-6994 ------ (Commission File Number) 44 Talmadge Road, Edison, New Jersey 08818 (Address of Principal Executive Offices) Registrant's Telephone Number: (732) 287-1200 -------------- Item 2. Acquisition of Assets On November 23, 1999, New Brunswick Scientific Co., Inc. (the "Company") acquired all of the outstanding common stock of DJM Cryo-Research Limited and the net assets of DJM Fabrications, collectively DJM, a United Kingdom Corporation and Partnership under common control, respectively, located in Tollesbury, England. The purchase price consisted of (pound)3.5 million ($5.5 million) in cash and (pound)250,000 ($392,500) in term notes payable in annual installments over a five year period beginning in November 2003 with 6.00% interest. For accounting purposes the acquisition will be accounted for as a purchase. The source of the cash consideration paid for DJM was the Company's line of credit for acquisition purposes provided by First Union National Bank, payable in monthly installments of $52,513.08 with 8.14% fixed interest. The common stock of DJM Cryo-Research Limited was acquired from its two founding shareholders and their families and the net assets of DJM Fabrications were acquired from the aforementioned two founding shareholders who were also the partners of DJM Fabrications. The assets of DJM had been used by the sellers in the business of designing, developing and manufacturing ultra-low temperature freezers for laboratories with substantially all freezers being sold to the Company for many years. The Company intends to continue using DJM's assets in that business. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of DJM and Pro Forma financial information are filed as part of this report and are listed on page F-1, Index to Combined Financial Statements and Pro Forma Financial Information. (b) Exhibits: Purchase Agreement and Cross Option Agreement related to the acquisition of DJM are incorporated herein by reference to the exhibits contained in Registrant's Report on Form 8-K filed on December 8, 1999. Exhibit 23 Independent Auditors Consent 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 hereunto duly authorized. Date: February 4, 2000 REGISTRANT: New Brunswick Scientific Co., Inc. By:_______________________________ Samuel Eichenbaum Vice President, Finance NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES Index to Financial Statements and Pro Forma Financial Information
Page Number ------ A. Combined Financial Statements of DJM Cryo Research Limited and DJM Fabrications (collectively, DJM Cryo Research Group): Report of the Auditors to the Directors of DJM Cryo Research Limited F-2 Combined Profit and Loss Accounts for the years ended April 30, 1999 and 1998, and the six-month periods ended October 31, 1999 and 1998 (unaudited) F-3 Combined Balance Sheets as of April 30, 1999 and 1998, and October 31, 1999 (unaudited) F-4 Combined Cash Flow Statements for the years ended April 30, 1999 and 1998, and the six-month periods ended October 31, 1999 and 1998 (unaudited) F-5 Reconciliation of Movement in Net Assets for the years ended April 30, 1999 and 1998, and the six-month periods ended October 31, 1999 and 1998 (unaudited) F-6 Notes to Combined Financial Statements F-7 B. Unaudited Pro Forma Condensed Combined Financial Information: Basis of Presentation F-15 Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 1999 F-16 Unaudited Pro Forma Condensed Combined Statement of Operations for the nine-month period ended September 30, 1999 F-17 Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 1998 F-18 Notes to Unaudited Pro Forma Condensed Combined Financial Information F-19
F-1 Report of the auditors to the directors of DJM Cryo Research Limited We have audited the accompanying combined balance sheets of DJM Cryo Research Group at 30 April 1999 and 30 April 1998, and the related combined profit and loss accounts, reconciliations of movements in net assets and cash flow statements for each of the years in the two-year period ended 30 April 1999. These combined financial statements are the responsibility of the management of DJM Cryo Research Group. Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United Kingdom, which are substantially consistent with those of the United States of America. Those standards require that we plan and perform the audits 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 combined financial statements referred to above present fairly, in all material respects, the financial position of DJM Cryo Research Group at 30 April 1999 and 30 April 1998, and the results of their operations and their cash flows for each of the years in the two-year period ended 30 April 1999, in conformity with generally accepted accounting principles in the United Kingdom. Accounting principles generally accepted in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States of America. Application of accounting principles generally accepted in the United States would have affected net income for the two years ended 30 April 1999 and net assets at 30 April 1999 and 30 April 1998, to the extent summarised in Note 16 to the combined financial statements. KPMG Chartered Accountants Registered Auditors Ipswich, England 25 January 2000 F-2 DJM Cryo Research Group Combined financial statements Combined profit and loss account
Six months ended 31 October Year ended 30 April 1999 1998 1999 1998 Note (pound) (pound) (pound) (pound) (unaudited) (unaudited) Turnover 1,2 1,137,877 863,234 1,947,314 1,792,510 Cost of sales (672,382) (569,683) (1,174,401) (1,111,238) --------- -------- ---------- ---------- Gross profit 465,495 293,551 772,913 681,272 Administrative expenses (125,545) (87,217) (182,413) (157,686) --------- -------- ---------- ---------- Operating profit 339,950 206,334 590,500 523,586 Other interest receivable and similar income 17 76 4,799 6,042 --------- -------- ---------- ---------- Profit on ordinary activities before taxation 3 339,967 206,410 595,299 529,628 Tax on profit on ordinary activities 6 (34,800) (23,000) (50,680) (38,496) --------- -------- ---------- ---------- Profit on ordinary activities after taxation 305,167 183,410 544,619 491,132 Dividends on equity shares 7 - (40,800) (68,544) (67,320) Partners' appropriations 7 (86,757) (95,047) (301,052) (135,627) --------- -------- ---------- ---------- Retained profit for the period 218,410 47,563 175,023 288,185 ========= ======== ========== ==========
F-3 DJM Cryo Research Group Combined financial statements Combined balance sheet
Note At 31 October At 30 April 1999 1999 1998 (pound) (pound) (pound) (unaudited) Fixed assets Intangible assets 8 3,000 3,833 5,833 Tangible assets 9 1,014,022 929,371 788,488 --------- --------- --------- 1,017,022 933,204 794,321 --------- --------- --------- Current assets Stocks 10 155,000 157,465 124,341 Debtors 11 418,184 187,421 315,225 Cash at bank and in hand 366,707 519,222 349,452 --------- --------- --------- 939,891 864,108 789,018 Creditors: amounts falling due within one year 12 (151,220) (209,557) (182,179) --------- --------- --------- Net current assets 788,671 654,551 606,839 --------- --------- --------- Total assets less current liabilities 1,805,693 1,587,755 1,401,160 Provisions for liabilities and charges 13 (11,100) (11,572) - --------- --------- --------- Net assets 1,794,593 1,576,183 1,401,160 ========= ========= =========
These combined financial statements were approved on 25 January 2000 and were signed by: John Minister F-4 DJM Cryo Research Group Combined financial statements Combined cash flow statement
Six months ended 31 October Year ended 30 April 1999 1998 1999 1998 (pound) (pound) (pound) (pound) (unaudited) (unaudited) Reconciliation of operating profit to net cash flow from operating activities Operating profit 339,950 206,334 590,500 523,586 Depreciation and amortisation charges 70,598 20,751 43,083 52,835 Loss on sale of fixed assets - - 5,688 - (Increase)/decrease in stocks 2,465 (32,659) (33,124) (10,531) (Increase)/decrease in debtors (230,763) 95,593 127,804 (129,341) Increase/(decrease) in creditors (93,609) 17,481 27,072 44,195 -------- -------- -------- -------- Net cash inflow from operating activities 88,641 307,500 761,023 480,744 ======== ======== ======== ======== Cash flow statement Cash flow from operating activities 88,641 307,500 761,023 480,744 Returns on investments and servicing of finance 17 76 4,799 5,607 Taxation - (10,200) (38,802) (38,152) Capital expenditure Purchase of tangible fixed assets (154,416) (45,686) (210,154) (160,679) Sale of tangible fixed assets - - 22,500 - -------- -------- -------- -------- (154,416) (45,686) (187,654) (160,679) Equity dividends paid and partners' appropriations (86,757) (135,847) (369,596) (202,947) -------- -------- -------- -------- (Decrease)/increase in cash in the period (152,515) 115,843 169,770 84,573 ======== ======== ======== ======== Reconciliation of net cash flow to movement in net funds (Decrease)/increase in cash in the period (152,515) 115,843 169,770 84,573 -------- -------- -------- -------- Movement in net funds in the period (152,515) 115,843 169,770 84,573 Net funds at the start of the period 519,222 349,452 349,452 264,879 -------- -------- -------- -------- Net funds at the end of the period 366,707 465,295 519,222 349,452 ======== ======== ======== ========
F-5 DJM Cryo Research Group Combined financial statements Reconciliation of movements in net assets
Six months ended 31 October Year ended 30 April 1999 1998 1999 1998 (pound) (pound) (pound) (pound) (unaudited) (unaudited) Profit for the period 305,167 183,410 544,619 491,132 Dividends - (40,800) (68,544) (67,320) Partners' appropriations (86,757) (95,047) (301,052) (135,627) --------- --------- --------- --------- Addition to net assets 218,410 47,563 175,023 288,185 Opening net assets 1,576,183 1,401,160 1,401,160 1,112,975 --------- --------- --------- --------- Closing net assets 1,794,593 1,448,723 1,576,183 1,401,160 ========= ========= ========= =========
F-6 DJM Cryo Research Group Combined financial statements Notes (forming part of the financial statements) 1 Accounting policies The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the combined financial statements. Basis of preparation The financial statements have been prepared in accordance with applicable UK accounting standards and under the historical cost accounting rules. The combined financial statements include the financial statements of DJM Cryo Research Limited ('Company') and DJM Fabrications, a United Kingdom partnership ('Partnership') (together 'DJM Cryo Research Group' or 'Group'). The combined financial statements represent a combination of the financial statements of the Company and the Partnership. Adjustments have been made to eliminate trading and balances between the Company and the Partnership in order to present them as one entity. The combined financial statements are made up to 30 April. The Company is subject to full taxation on its results. However, the Partnership is not liable for tax as the tax due on its profits is assessed on the partners individually, rather than the Partnership. As such, the combined financial statements do not reflect any tax on profits made by the Partnership. The remuneration of the partners in the Partnership is received by way of drawings charged to each partner's current account rather than as salaries. These partnership drawings are reflected as an appropriation of profit in the combined financial statements, as opposed to an expense. Intangible fixed assets and amortisation Goodwill is being written off evenly over its estimated useful life. The directors estimate the useful life to be five years. Fixed assets and depreciation Depreciation is provided to write off the cost less the estimated residual value of tangible fixed assets on a reducing balance basis over their estimated useful economic lives as follows: Plant and equipment - 20% per annum Motor vehicles - 25% per annum No depreciation is provided on freehold land. No depreciation is provided on freehold buildings as the directors consider that both the accumulated depreciation and annual charge are not material. Stocks Stocks are valued by the directors at the lower of cost and net realisable value. Deferred Taxation Deferred taxation is provided on the liability method to take account of timing differences between the treatment of certain items for accounts purposes and their treatment for tax purposes. Tax deferred or accelerated is accounted for in respect of all material timing differences to the extent that it is considered that a net liability may crystallise. F-7 DJM Cryo Research Group Combined financial statements Notes (continued) Turnover Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers. 2 Analysis of turnover and profit on ordinary activities before taxation All of the turnover and profit on ordinary activities before taxation for the two years ended 30 April 1999 arose from one activity, being the design, manufacturing, assembly and sales of ultra low temperature freezers. For the year ended 30 April 1999, 40% of the Group's turnover related to exports (1998: 42%) 3 Profit on ordinary activities before taxation
1999 1998 (pound) (pound) Profit on ordinary activities before taxation is stated after charging Auditors' remuneration: Audit 890 860 Other services - fees paid to the auditor 4,250 3,855 Depreciation and other amounts written off tangible fixed assets: Owned 41,083 50,835 Amortisation of goodwill 2,000 2,000 Loss on sale of fixed assets 5,688 - ====== ======
4 Remuneration of directors No remuneration was paid to the directors of the Company during the two years ended 30 April 1999. The remuneration of the partners in the partnership is received by way of drawings charged to each partner's current account rather than as salaries. These are shown as partners' appropriations in note 7 below. F-8 DJM Cryo Research Group Combined financial statements Notes (continued) 5 Staff numbers and costs The average number of persons employed by the Group (including directors of the Company) during the year was as follows:
Number of employees 1999 1998 33 32 ======= =======
The aggregate payroll costs of these persons were as follows:
1999 1998 (pound) (pound) Wages and salaries 423,133 382,953 Social security costs 37,825 34,961 ------- ------- 460,958 417,914 ======= =======
6 Taxation
1999 1998 (pound) (pound) UK corporation tax at 20% (1998:21%) 39,108 38,496 Deferred taxation (note 13) 11,572 - ------- ------- 50,680 38,496 ======= =======
7 Dividends and other appropriations
1999 1998 (pound) (pound) Dividends on equity shares 68,544 67,320 Partners' appropriations 301,052 135,627 ------- ------- 369,596 202,947
F-9 DJM Cryo Research Group Combined financial statements Notes (continued) 8 Intangible fixed assets Goodwill (pound) Cost At beginning and end of year 13,000 ------ Amortisation At beginning of year 7,167 Charged in year 2,000 ------ At end of year 9,167 ------ Net book value At 30 April 1999 3,833 ====== At 30 April 1998 5,833 ====== F-10 DJM Cryo Research Group Combined financial statements Notes (continued) 9 Tangible fixed assets
Land and Plant and buildings machinery Total (pound) (pound) (pound) Cost At beginning of year 499,829 496,330 996,159 Additions 12,986 197,168 210,154 Disposals - (39,325) (39,325) ------- ------- --------- At end of year 512,815 654,173 1,166,988 ------- ------- --------- Depreciation At beginning of year - 207,671 207,671 Charge for year - 41,083 41,083 Disposals - (11,137) (11,137) ------- ------- --------- At end of year - 237,617 237,617 ------- ------- --------- Net book value At 30 April 1999 512,815 416,556 929,371 ======= ======= ========= At 30 April 1998 499,829 288,659 788,488 ======= ======= =========
10 Stocks
1999 1998 (pound) (pound) Raw materials and consumables 95,747 80,805 Work in progress 61,718 43,536 ------- ------- 157,465 124,341 ======= =======
F-11 DJM Cryo Research Group Combined financial statements Notes (continued) 11 Debtors
1999 1998 (pound) (pound) Trade debtors 177,957 311,346 Other debtors 9,464 3,879 ------- ------- 187,421 315,225 ======= =======
12 Creditors: amounts falling due within one year
1999 1998 (pound) (pound) Trade creditors 144,995 118,672 Taxation and social security 18,459 20,002 UK corporation tax 21,972 21,666 Other creditors 24,131 21,839 ------- ------- 209,557 182,179 ======= =======
13 Provisions for liabilities and charges
Deferred taxation (pound) At beginning of year - Charge for the year 11,572 ------ At end of year 11,572 ======
F-12 DJM Cryo Research Group Combined financial statements Notes (continued) The amounts provided for deferred taxation and the amounts not provided are set out below:
1999 1998 Provided Unprovided Provided Unprovided (pound) (pound) (pound) (pound) Difference between accumulated depreciation and amortisation and capital allowances 11,572 - - 2,501 ------ ------- ------ ----- 11,572 - - 2,501 ====== ======= ====== =====
14 Commitments There were no capital commitments or annual commitments under non-cancellable operating leases at 30 April 1999 (1998:(pound)nil) 15 Post balance sheet events On 22 November 1999 DJM Cryo Research Limited was acquired by NBS ULT Limited, a subsidiary of New Brunswick Scientific Inc. On 23 November 1999, DJM Cryo Research Limited acquired the trade and certain assets of DJM Fabrications. 16 Summary of differences between United Kingdom and United States Generally Accepted Accounting Principles The Group prepares its combined accounts in accordance with generally accepted accounting principles in the United Kingdom (UK GAAP), which differ in certain material respects from US GAAP. The significant differences relate principally to the following items and the adjustments necessary to restate net income and net assets in accordance with US GAAP are shown below. a) Deferred tax Under UK GAAP provision is made for deferred taxation only when there is a reasonable probability that the liability will arise in the foreseeable future. US GAAP requires full provision for deferred income taxes under the liability method on all temporary differences and, if required, a valuation allowance is established to reduce gross deferred tax assets to the amount which is likely to be realised. b) Cash flows The Cash Flow Statement is prepared in accordance with the UK Financial Reporting Standard No 1 Revised, Cash Flow Statements ('FRS 1 Revised') for UK GAAP reporting. Its objective and principles are similar to those set out in Statement of Financial Accounting Standards SFAS 95 'Statement of Cash Flows'. The principal difference between the standards is in respect of classification. Under FRS1 Revised, the Group presents its cash flows for: operating activities; returns on investments and servicing of finance; taxation; capital expenditure and financial investment; acquisitions and disposals; equity dividends paid; management of liquid resources; and financing. SFAS 95 requires only three categories of cash flow activity: operating; investing and financing. F-13 DJM Cryo Research Group Combined financial statements Notes (continued) Cash flows arising from taxation and returns on investments and servicing of finance under FRS1 Revised would be included as operating activities under SFAS 95. Dividend payments and partners' appropriations would be included as a financing activity under SFAS 95. Under FRS1 Revised, cash is defined as cash in hand and deposits repayable on demand, short term deposits which are readily convertible into known amounts of cash at or close to their carrying value are classified as liquid resources. SFAS 95 defines cash and cash equivalents as cash in hand and short term highly liquid investments with original maturities of three months or less. The effect of applying these different accounting principles on net income is as follows:
Six months ended 31 October Year ended 30 April 1999 1998 1999 1998 (pound) (pound) (pound) (pound) (unaudited) (unaudited) Net income as reported under UK GAAP 305,167 183,410 544,619 491,132 US GAAP adjustments: Deferred tax - full provision - 1,251 2,501 (2,501) ------- ------- ------- ------- Net income under US GAAP 305,167 184,661 547,120 488,631 ======= ======= ======= =======
The effect on net assets of applying the differences between UK GAAP and US GAAP is as follows:
31 October 1999 30 April 1999 30 April 1998 (pound) (pound) (pound) (unaudited) Net assets as reported under UK GAAP 1,794,593 1,576,183 1,401,160 US GAAP adjustments: Deferred tax - full provision - - (2,501) --------- --------- --------- Net assets under US GAAP 1,794,593 1,576,183 1,398,659 ========= ========= =========
F-14 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Financial Information Basis of Presentation On November 23, 1999, New Brunswick Scientific Co., Inc. (the Company) acquired all of the outstanding common stock of DJM Cryo Research Limited and the net assets of DJM Fabrications (collectively, "DJM Cryo Research Group"), a United Kingdom Corporation and Partnership under common control, respectively, located in Tollesbury, England (the Acquisition). The purchase price consisted of (pound)3.5 million ($5.5 million) in cash, and (pound)250,000 ($392,500) in term notes payable in annual installments over a five year period beginning in November 2003 with 6.00% interest. The source of the cash consideration paid was the Company's line of credit for acquisition purposes provided by First Union National Bank, payable in monthly installments of $52,513 with 8.14% fixed interest. The common stock of DJM Cryo-Research Limited was acquired from its two founding shareholders and their families, and the net assets of DJM Fabrications were acquired from the aforementioned two founding shareholders who were also the partners of DJM Fabrications. The following presents certain unaudited pro forma condensed combined financial information of the Company as of September 30, 1999, and for the nine-month period ended September 30, 1999 and year ended December 31, 1998. The unaudited pro forma condensed combined balance sheet was prepared as if the Acquisition took place on September 30, 1999, and the unaudited pro forma condensed combined statements of operations were prepared as if the Acquisition took place on January 1, 1998. The financial statements give pro forma effect to (i) borrowings used to fund the Acquisition, and (ii) preliminary allocation of the purchase price based upon the fair value of the assets and liabilities acquired. The unaudited pro forma condensed combined financial statements reflect pro forma adjustments that are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma condensed combined financial statements do not purport to represent the Company's results of operations or financial position that would have resulted had the transactions to which pro forma effects are given been consummated as of the date or for the periods indicated. The Acquisition has been accounted for herein using the purchase method of accounting. The pro forma condensed combined financial statements reflect preliminary estimates of the allocation of the purchase price for the Acquisition which may be adjusted. Management does not expect such adjustments to be material. The unaudited pro forma condensed combined financial statements and accompanying notes should be read in conjunction with the historical financial statements of the Company contained in its 1998 Annual Report and the historical financial statements of DJM Cryo Research Group contained herein. F-15 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Balance Sheet September 30, 1999 (In Thousands)
New Brunswick DJM Cryo Scientific Research Pro Forma Pro Forma Assets Co., Inc. (1) Group (2) adjustments combined ------------- ---------- ----------- --------- Current assets: Cash and cash equivalents $ 2,049 845 -- 2,894 Accounts receivable, net 11,110 440 -- 11,550 Inventories 15,506 318 -- 15,824 Prepaid expenses and other -- current assets 2,402 8 -- 2,410 ------- ----- ------ ------ Total current assets 31,067 1,611 -- 32,678 Property, plant and equipment, net 5,634 1,663 (943)(3) 6,841 487 (4) Other assets 1,438 5 -- 1,443 Goodwill -- -- 3,883 (4) 3,883 ------- ----- ------ ------ $38,139 3,279 3,427 44,845 ======= ===== ====== ====== Liabilities and Shareholders' Equity Current liabilities: Current installments of long- term debt $ 24 -- -- 24 Accounts payable and accrued expenses 6,487 414 183 (5) 7,084 ------- ----- ------ ------ Total current liabilities 6,511 414 183 7,108 Long-term debt, net of current installments 1,693 -- 6,091 (6) 7,784 Other liabilities 492 18 -- 510 ------- ----- ------ ------ Total liabilities 8,696 432 6,274 15,402 ------- ----- ------ ------ Shareholders' equity: Common stock and capital in excess of par 33,176 -- -- 33,176 (Accumulated deficit) retained earnings (1,747) 2,847 (943) (3) (1,747) (1,904) (7) Accumulated other comprehensive loss (1,654) -- -- (1,654) Notes receivable from exercise of stock options (332) -- -- (332) ------- ----- ------ ------ Total shareholders' equity 29,443 2,847 (2,847) 29,443 ------- ----- ------ ------ $38,139 3,279 3,427 44,845 ======= ===== ====== =====
See accompanying notes to unaudited pro forma condensed combined financial information. F-16 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Statement of Operations Nine-month Period ended September 30, 1999 (In Thousands, Except Per Share Amounts)
New Brunswick DJM Cryo Scientific Research Pro Forma Pro Forma Co., Inc. (8) Group (9) adjustments combined ------------- --------- ----------- --------- Net sales $ 38,491 2,662 (2,551) (10) 38,602 Operating costs and expenses: Cost of sales 23,361 1,561 (2,551) (10) 22,408 37 (11) Selling, general and admininistrative expenses 11,297 274 116 (12) 12,230 543 (13) Research, development and engineering expenses 4,488 -- 4,488 -------- ----- ------ ------ Total operating costs and expenses 39,146 1,835 (1,855) 39,126 -------- ----- ------ ------ Income (loss) from operations (655) 827 (696) (524) Other income (expense) (13) 3 (365) (14) (375) -------- ----- ------ ------ Income (loss) before income tax expense (benefit) (668) 830 (1,061) (899) Income tax expense (benefit) 120 68 (104) (15) 84 -------- ----- ------ ------ Net income (loss) (788) 762 (957) (983) Dividends and partners' appropriations -- 543 (543) (13) -- -------- ----- ------ ------ Retained profit (loss) for the period $ (788) 219 (414) (983) ======== ===== ====== ====== Basic (loss) per share $ (0.15) (0.19) Diluted (loss) per share (0.15) (0.19) ======== ====== Basic weighted average number of shares outstanding 5,297 5,297 ======== ====== Diluted weighted average number of shares outstanding 5,297 5,297 ======== ======
See accompanying notes to unaudited pro forma condensed combined financial information. F-17 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES Unaudited Pro Forma Condensed Combined Statement of Operations Year ended December 31, 1998 (In Thousands, Except Per Share Amounts)
New Brunswick DJM Cryo Scientific Research Pro Forma Pro Forma Co., Inc. (8) Group (9) adjustments combined ------------- ---------- ----------- --------- Net sales $46,495 3,006 (2,720) (10) 46,781 Operating costs and expenses: Cost of sales 28,242 1,792 (2,720) (10) 27,363 49 (11) Selling, general and administrative expenses 13,801 280 155 (12) 14,581 345 (13) Research, development and engineering expenses 4,843 -- 4,843 ------- ----- ------ ------ Total operating costs and expenses 46,886 2,072 (2,171) 46,787 ------- ----- ------ ------ Income (loss) from operations (391) 934 (549) (6) Other income (expense) 27 9 (487) (14) (451) ------- ----- ------ ------ Net income (loss) before income tax expense (benefit) (364) 943 (1,036) (457) Income tax expense (benefit) (208) 79 (60) (15) (189) ------- ----- ------ ------- Net income (loss) (156) 864 (976) (268) Dividends and partners' appropriations -- 345 (345) (13) -- ------- ----- ------ ------ Retained profit (loss) for the period $ (156) 519 (631) (268) ======= ===== ====== ====== Basic (loss) per share $ (0.03) (0.06) Diluted (loss) per share (0.03) (0.06) ======= ====== Basic weighted average number of shares outstanding 4,693 4,693 ======= ====== Diluted weighted average number of shares outstanding 4,693 4,693 ======= ======
See accompanying notes to unaudited pro forma condensed combined financial information. F-18 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES Notes to Unaudited Pro Forma Condensed Combined Financial Information As of and for the Nine-month Period ended September 30, 1999 and the Year ended December 31, 1998 (In Thousands) The unaudited pro forma condensed combined financial information has been adjusted for the items set forth below. Balance Sheet 1. Represents the Company's historical balance sheet as of September 30, 1999. 2. Represents the historical combined balance sheet for DJM Cryo Research Group as of September 30, 1999 (See note 16). 3. To eliminate the assets of DJM Cryo Research Group that were not purchased by the Company. 4. The following reflects the preliminary allocation of the purchase price to the estimated fair value of the net assets acquired, based upon available information for the acquisition. These allocations may change based on the results of appraisals or other analyses. Purchase price, including transaction costs (using September 30, 1999 translation rate) $6,274 Net assets acquired (1,904) ------ Subtotal 4,370 Less: fair value adjustment for property, plant and equipment 487 ------ Excess of cost over fair value of net assets acquired (goodwill) $3,883 ====== 5. Accrual for acquisition costs. 6. To reflect the borrowings to finance the acquisition (using September 30, 1999 translation rate) as follows: Bank loan $5,685 Term notes 406 ------ Total increase in long-term debt $6,091 ====== 7. To reflect the elimination of historical shareholders' equity. F-19 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES Notes to Unaudited Pro Forma Condensed Combined Financial Information As of and for the Nine-month Period ended September 30, 1999 and the Year ended December 31, 1998 (In Thousands) Statements of Operations 8. Represents the Company's historical statement of operations for the nine-month period ended September 30, 1999 or year ended December 31, 1998. 9. Represents the historical combined statement of operations for DJM Cryo Research Group (See note 16). 10. Adjustment to eliminate DJM Cryo Research Group sales to the Company. No inventory purchased by the Company from DJM Cryo Research Group is in inventory at September 30, 1999 or December 31, 1998. 11. Adjustment to increase depreciation expense resulting from the fair value adjustment to property, plant and equipment, depreciated on a straight line basis over a period of 10 years. 12. Amortization expense for the excess of cost over fair value of net assets acquired. The excess cost over the fair value of net assets acquired (goodwill) is being amortized on a straight-line basis over its estimated useful life of 25 years. 13. To reclassify dividends and partners' appropriations to salary expense which is included in selling, general and administrative expenses. 14. Adjustment to reflect the increase in interest expense for the period associated with additional borrowings for the acquisition as follows:
Nine month period ended Year ended September 30, 1999 December 31, 1998 ------------------ ----------------- Line of credit borrowings (8.14% fixed rate) $347 463 Term notes (6.00% fixed rate) 18 24 ---- --- Total increase in interest expense $365 487 ==== ===
15. Adjustment to reflect the income tax effect of increased interest expense, depreciation and goodwill amortization, as well as combining the historical results of DJM Cryo Research Group with the pre-existing U.K operations of the Company. The combined effective rate of 31% for the nine month period ended September 30, 1999 and the year ended December 31, 1998, are consistent with the historical U.K. tax rate, as the amortization of goodwill and other proforma adjustments will be deductible for income tax purposes. F-20 16. U.K. to U.S. Adjustments The reconciliation of the unaudited condensed combined balance sheet of DJM Cryo Research Group as of September 30, 1999 prepared in accordance with U.K. generally accepted accounting principles (U.K. GAAP) to United States generally accepted accounting principles (U.S. GAAP) is as follows:
UK GAAP Adjustments US GAAP US GAAP U.K.(pound) U.K.(pound) U.K.(pound) U.S. $ (a) ----------- ----------- ----------- ---------- ASSETS Current assets: Cash and cash equivalents 520 0 520 845 Accounts receivable, net 271 0 271 440 Inventories 196 0 196 318 Prepaid expenses and other current assets 5 0 5 8 ------ ------- ----- ----- Total current assets 992 0 992 1,611 ------ ------- ----- ----- Property, plant and equipment, net 1,024 0 1,024 1,663 Intangible assets 3 0 3 5 ------ ------- ----- ----- 2,019 0 2,019 3,279 ====== ======= ===== ===== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses 254 0 254 414 ------ ------- ----- ----- Total current liabilities 254 0 254 414 ------ ------- ----- ----- Other liabilities 11 0 11 18 Shareholders' equity: Retained earnings 1,754 0 1,754 2,847 ------ ------- ----- ----- Total shareholders' equity 1,754 0 1,754 2,847 ------ ------- ----- ----- 2,019 0 2,019 3,279 ====== ======= ===== =====
F-21 The reconciliation of the unaudited condensed combined statements of operations of DJM Cryo Research Group for the nine-month period ended September 30, 1999 prepared in accordance with U.K. generally accepted accounting principles (U.K. GAAP) to United States generally accepted accounting principles (U.S. GAAP) is as follows: Nine month period ended September 30, 1999
UK GAAP Adjustments US GAAP US GAAP U.K.(pound) U.K.(pound) U.K.(pound) U.S. $ (a) ----------- ----------- ----------- ---------- Net sales 1,649 0 1,649 2,662 ----- -------- ----- ----- Operating costs and expenses: Cost of sales 967 0 967 1,561 Selling, general and administrative expenses 170 0 170 274 ----- -------- ----- ----- Total operating costs and expenses 1,137 0 1,137 1,835 ----- -------- ----- ----- Income from operations 512 0 512 827 ----- -------- ----- ----- Other income / (expense): Interest income 2 0 2 3 ----- -------- ----- ----- Income before income tax expense 514 0 514 830 Income tax expense 42 0 42 68 ----- -------- ----- ----- Net income 472 0 472 762 Dividends and partners' appropriations 336 0 336 543 ----- -------- ----- ----- Retained profit for the period 136 0 136 219 ===== ======== ===== =====
F-22 The reconciliation of the unaudited condensed combined statements of operations of DJM Cryo Research Group for the year ended December 31, 1998 prepared in accordance with U.K. generally accepted accounting principles (U.K. GAAP) to United States generally accepted accounting principles (U.S. GAAP) is as follows: Year ended December 31, 1998
UK GAAP Adjustments US GAAP US GAAP U.K.(pound) U.K.(pound) U.K.(pound) U.S. $ (a) ----------- ----------- ----------- ---------- Net sales 1,814 0 1,814 3,006 ----- ------- ----- ----- Operating costs and expenses: Cost of sales 1,081 0 1,081 1,792 Selling, general and administrative expenses 169 0 169 280 ----- ------- ----- ----- Total operating costs and expenses 1,250 0 1,250 2,072 ----- ------- ----- ----- Income from operations 564 0 564 934 ----- ------- ----- ----- Other income / (expense): Interest income 5 0 5 9 ----- ------- ----- ----- Income before income tax expense 569 0 569 943 Income tax expense 45 3 (b) 48 79 ----- ------- ----- ----- Net income 524 3 521 864 Dividends and partners' appropriations 208 0 208 345 ----- ------- ----- ----- Retained profit for the period 316 (3) 313 519 ===== ====== ===== =====
(a) The unaudited condensed combined balance sheet and statements of operations of DJM Cryo Research Group are translated into U.S. dollars at rates in effect at the balance sheet date, except that revenues, costs and expenses are translated at average rates during each period presented. (b) Adjustment is to record a deferred tax provision in accordance with FAS 109. F-23 EX-23 2 EXHIBIT 23 Exhibit 23 - ---------- Independent Auditors' Consent The Board of Directors New Brunswick Scientific Co., Inc. We consent to the incorporation by reference in the registration statements (No. 33-70452, No. 333-06029 and No. 33-16024) on Form S-8 of New Brunswick Scientific Co., Inc. of our report dated January 25, 2000, with respect to the combined balance sheets of DJM Cryo Research Group as of April 30, 1999 and 1998, and the related combined profit and loss accounts, reconciliations of movements in net assets and cash flows for each of the years in the two-year period ended April 30, 1999, which report appears in the Form 8-K of New Brunswick Scientific Co., Inc. dated February 4, 2000. KPMG Ipswich, England February 4, 2000 -----END PRIVACY-ENHANCED MESSAGE-----