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 March 31, 1996 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: 908-287-1200 ------------ 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 3,595,651 Common shares outstanding as of May 8, 1996. NEW BRUNSWICK SCIENTIFIC CO., INC. Index PAGE NO. -------- PART I. FINANCIAL INFORMATION: Item 1: Consolidated Condensed Balance Sheets - March 31, 1996 and December 31, 1995 3 Consolidated Statements of Operations - Three Months Ended March 31, 1996 and 1995 4 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 1996 and 1995 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 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands, except for share data) ASSETS March 31, December 31, 1996 1995 ------------ ------------ Current Assets (Unaudited) - -------------- Cash and cash equivalents $ 6,027 $ 6,382 Accounts receivable, net 8,090 9,135 Refundable income taxes 216 216 Deferred income tax benefit 188 188 Inventories: Raw materials and sub-assemblies 6,969 6,786 Work-in-process 2,031 2,062 Finished goods 4,300 3,844 ------------ ------------ Total inventories 13,300 12,692 Prepaid expenses and other current assets 1,538 1,364 ------------ ------------ Total current assets 29,359 29,977 ------------ ------------ Property, plant and equipment, net 5,682 5,237 Other assets 563 471 ------------ ------------ $ 35,604 $ 35,685 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities - ------------------- Current installments of long-term debt $ 129 $ 130 Accounts payable and accrued expenses 6,425 6,339 ------------ ------------ Total current liabilities 6,554 6,469 ------------ ------------ Long-term debt, net of current installments 523 564 Other liabilities 471 471 ------------ ------------ Shareholders' equity: Common stock, $.0625 par, authorized 25,000,000 shares; shares issued and outstanding, 1996 and 1995 - 3,595,651 net of shares held in treasury, 338,500 225 225 Capital in excess of par 19,283 19,283 Retained earnings 9,542 9,488 Currency translation adjustment (523) (344) Pension liability adjustment (471) (471) ------------ ------------ Total shareholders' equity 28,056 28,181 ------------ ------------ $ 35,604 $ 35,685 ============ ============ See notes to consolidated condensed financial statements. NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, ------------------ 1996 1995 ------- ------- Net sales $ 9,707 $ 9,437 Operating costs and expenses: Cost of sales 5,980 5,757 Selling, general and administrative expenses 2,892 2,980 Research, development and engineering expenses 805 468 ------- ------- Total operating costs and expenses 9,677 9,205 ------- ------- Income from operations 30 232 Other income (expense): Interest income 51 65 Interest expense (12) (15) Other income (expense), net (1) (15) ------- ------- 38 35 ------- ------- Income before income taxes 68 267 Income taxes 14 67 ------- ------- Net income $ 54 $ 200 ======= ======= Earnings per Common share $ .02 $ .06 ======= ======= Weighted average number of shares outstanding 3,596 3,581 ======= ======= See notes to consolidated condensed financial statements. NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31 ------------------ 1996 1995 ------- ------- Cash flows from operating activities: Net income $ 54 $ 200 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 162 137 Change in related balance sheet accounts: Accounts receivable 925 159 Inventories (690) (447) Prepaid expenses and other current assets (188) (117) Accounts payable and accrued expenses 108 (243) ------- ------- Net cash provided (used by) operating activities 371 (311) ------- ------- Cash flows from investing activities: Additions to property, plant and equipment (648) (260) Sale of equipment 1 -- ------- ------- Net cash used by investing activities (647) (260) ------- ------- Cash flows from financing activities: Dividends -- (179) Repayment of long-term debt (26) (45) ------- ------- Net cash used by financing activities (26) (224) ------- ------- Net effect of exchange rate changes on cash (53) 117 ------- ------- Net decrease in cash and cash equivalents (355) (678) Cash and cash equivalents at beginning of period 6,382 7,142 ------- ------- Cash and cash equivalents at end of period $ 6,027 $ 6,464 ======= ======= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 7 $ 21 Income taxes 3 123 See notes to consolidated condensed financial statements. 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 March 31, 1996 and the results of its operations and cash flows for the three months ended March 31, 1996 and 1995. Interim results may not be indicative of the results that may be expected for the year. Note 2 - Earnings per share: Earnings per Common share are 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 share. Note 3 - Consolidated Condensed Statements of Shareholders' Equity: Three Months Ended March 31 ---------------------- 1996 1995 ------- ------- (In thousands) Balance at beginning of period $28,181 $27,735 Net income 54 200 Currency translation adjustment (179) 391 Dividends ($.05 per share) - (179) ------- ------- Balance at end of period $28,056 $28,147 ======= ======= NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION 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 ended March 31, 1996. Results of Operations --------------------- Quarter Ended March 31, 1996 vs. Quarter Ended March 31, 1995. For the quarter ended March 31, 1996, net sales were $9,707,000 compared with net sales of $9,437,000 for the quarter ended March 31, 1995. Net income for the 1996 quarter was $54,000 or $.02 per share compared with net income of $200,000 or $.06 per share for the first quarter of 1995. The decrease in net income for the 1996 quarter on a 2.9% increase in net sales was attributable to research, development and engineering expenses which increased to $805,000 in the 1995 quarter from $468,000 in the 1995 quarter primarily to support the operations of DGI BioTechnologies (DGI), the Company's drug lead discovery operation which was established in late 1995. Financial Condition ------------------- Liquidity and Capital Resources During the quarter ended March 31, 1996, Accounts Receivable, net decreased to $8,090,000 from $9,135,000 at December 31, 1995 as a result of the lower volume of sales during the March quarter as compared with the quarter ended December 31, 1995. Cash Flows from Operating Activities During the quarters ended March 31, 1996 and 1995, net cash provided and used by operating activities amounted to $371,000 and $311,000, respectively. The primary reasons for the $682,000 positive change between the two periods were the following: (a) accounts receivable decreased $925,000 vs. a decrease of $159,000 in 1995; (b) accounts payable and accrued expenses increased $108,000 vs. a decrease of $243,000 in 1995 and were partially offset by: (a) a decrease in net income to $54,000 in 1996 from $200,000 in 1995; and, (b) an increase in inventories of $690,000 in 1996 vs. an increase of $447,000 in 1995. Cash Flows from Investing Activities Net cash used by investing activities amounted to $647,000 in 1996 vs. $260,000 in 1995, as a result of additions to property, plant and equipment. A significant portion of the 1996 expenditures are attributable to building laboratories and purchasing equipment for DGI. Cash Flows from Financing Activities Net cash used by financing activities amounted to $26,000 in 1996 vs. $224,000 in 1995. The 1995 amount includes a dividend of $179,000 paid on the Company's Common stock. 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, and its strong unleveraged balance sheet and debt-free real estate provide the basis for any long-term financing if the need should arise. NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) (10.3) Employment Agreement with David Freedman. No reports on Form 8-K have been filed during the quarter ended March 31, 1996. 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: May 9, 1996 /s/ Ezra Weisman ---------------------------- Ezra Weisman President (Chief Executive Officer) /s/ Samuel Eichenbaum ---------------------------- Samuel Eichenbaum Vice President - Finance (Principal Accounting Officer)