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, 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 3,809,982 Common shares outstanding as of May 5, 1997. NEW BRUNSWICK SCIENTIFIC CO., INC. Index PAGE NO. -------- PART I. FINANCIAL INFORMATION: Item 1: Consolidated Condensed Balance Sheets - March 31, 1997 and December 31, 1996 3 Consolidated Statements of Operations - Three Months Ended March 31, 1997 and 1996 4 Consolidated Condensed Statements of Cash Flows - Three Months Ended March 31, 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 NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands, except for share data) ASSETS ------ March 31, December 31, 1997 1996 ------------ ----------- Current Assets (Unaudited) Cash and cash equivalents $ 3,871 $ 5,196 Accounts receivable, net 8,404 10,108 Refundable income taxes 107 334 Deferred income tax benefit 97 97 Inventories: Raw materials and sub-assemblies 6,940 6,762 Work-in-process 3,022 2,327 Finished goods 4,161 3,891 ------- ------- Total inventories 14,123 12,980 Prepaid expenses and other current assets 2,213 1,880 ------- ------- Total current assets 28,815 30,595 ------- ------- Property, plant and equipment, net 5,599 5,701 Other assets 1,242 930 ------- ------- $35,656 $37,226 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current Liabilities Current installments of long-term debt $ 133 $ 135 Accounts payable and accrued expenses 6,335 7,014 ------- ------- Total current liabilities 6,468 7,149 ------- ------- Long-term debt, net of current installments 344 401 Other liabilities 425 425 ------- ------- Shareholders' equity: Common stock, $.0625 par, authorized 25,000,000 shares; shares issued and outstanding, 1997 - 3,809,982 and 1996 - 3,808,932 net of shares held in treasury, 1997 and 1996 - 355,425 238 238 Capital in excess of par 20,781 20,738 Retained earnings 8,764 9,092 Currency translation adjustment (939) (392) Pension liability adjustment (425) (425) ------- ------- Total shareholders' equity 28,419 29,251 ------- ------- $35,656 $37,226 ======= ======= 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, --------- 1997 1996 ---- ---- Net sales $10,095 $9,707 Operating costs and expenses: Cost of sales 6,382 5,980 Selling, general and administrative expenses 3,148 2,934 Research, development and engineering expenses 1,001 763 ------- ------ Total operating costs and expenses 10,531 9,677 ------- ------ Income (loss) from operations (436) 30 Other income (expense): Interest income 33 51 Interest expense (8) (12) Other income (expense), net 1 (1) ------- ------ 26 38 ------- ------ Income (loss) before income taxes (410) 68 Income taxes (benefit) (82) 14 ------- ------ Net income (loss) $ (328) $ 54 ======= ====== Earnings (loss) per Common share $ (.09) $ .01 ======= ====== Weighted average number of shares outstanding 3,809 3,775 ======= ====== 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, ----------------------------------- 1997 1996 ---------- --------- Cash flows from operating activities: Net income (loss) $ (328) $ 54 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 201 162 Change in related balance sheet accounts: Accounts receivable 1,348 925 Refundable income taxes 227 - Inventories (1,362) (690) Prepaid expenses and other current assets (407) (188) Accounts payable and accrued expenses 146 167 Advance payments from customers (696) (59) ------- ------- Net cash provided (used) by operating activities (871) 371 ------- ------- Cash flows from investing activities: Additions to property, plant and equipment (198) (648) Investment (250) - Sale of equipment - 1 ------- ------- Net cash used by investing activities (448) (647) ------- ------- Cash flows from financing activities: Repayment of long-term debt (25) (26) Discount from fair market value upon issuance of options under stock option plan for nonemployee directors 35 - Proceeds from issue of Common stock under stock option plan for nonemployee directors 8 - ------- ------- Net cash provided (used) by financing activities 18 (26) ------- ------- Net effect of exchange rate changes on cash (24) (53) ------- ------- Net decrease in cash and cash equivalents (1,325) (355) Cash and cash equivalents at beginning of period 5,196 6,382 ------- ------- Cash and cash equivalents at end of period $ 3,871 $ 6,027 ======= ======= Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 8 $ 7 Income taxes 69 3 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, 1997 and the results of its of its operations and cash flows for the three months ended March 31, 1997 and 1996. 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, ---------------------- 1997 1996 -------- ------- (In thousands) Balance at beginning of period $29,251 $28,181 Net income (loss) (328) 54 Currency translation adjustment (547) (179) Discount from fair market value upon issuance of options under stock option plan for nonemployee directors 35 - Issue of shares under stock option plan for nonemployee directors 8 - ------- ------- Balance at end of period $28,419 $28,056 ======= ======= 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, 1997. Results of Operations --------------------- Quarter Ended March 31, 1997 vs. Quarter Ended March 31, 1996. - -------------------------------------------------------------- For the quarter ended March 31, 1997, net sales were $10,095,000 compared with net sales of $9,707,000 for the quarter ended March 31, 1996. There was a net loss for the 1997 quarter of $328,000 or $.09 per share compared with net income of $54,000 or $.01 per share for the first quarter of 1996. The loss for the 1997 quarter was primarily attributable to research, development and engineering expenses which increased to $1,001,000 in the 1997 quarter from $763,000 in the 1996 quarter to support the operations of DGI BioTechnologies, the Company's drug lead discovery operation and to a decrease in gross margin due to the effects of foreign currency exchange rate fluctuations on the Company's European operations. Financial Condition ------------------- Liquidity and Capital Resources - ------------------------------- During the period ended March 31, 1997, Cash and Cash Equivalents decreased to $3,871,000 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 $14,123,000 at March 31, 1997 of which $695,000 was in work-in-process inventory in preparation for the introduction of new products; the net loss for the quarter of $328,000; an increase in prepaid expenses and other current assets of $333,000 and a reduction in accounts payable and accrued expenses of $679,000 for the quarter, partially offset by a decrease in accounts receivable to $8,404,000 at March 31, 1997 from $10,108,000 at December 31, 1996. The decrease in accounts receivable, resulted from the lower volume of sales during the quarter ended March 31, 1997 as compared with the quarter ended December 31, 1996. Cash Flows from Operating Activities - ------------------------------------ During the period ended March 31, 1997, net cash used by operating activities amounted to $871,000 compared with net cash provided of $371,000 for the quarter ended March 31, 1996. The primary reasons for the $1,242,000 negative change between the two periods were the following: (a) inventories increased $1,362,000 in 1997 vs. a decrease of $690,000 in 1996: (b) prepaid expenses and other current assets increased $407,000 in 1997 vs. an increase of $188,000 in 1996; c) advance payments from customers decreased $696,000 in 1997 vs. a decrease of $59,000 in 1996 and there was a net loss of $328,000 in 1997 vs. net income of $54,000 in 1996 and were partially offset by a decrease in accounts receivable of $1,348,000 in 1997 vs. a decrease of $925,000 in 1996. Cash Flows from Investing Activities - ------------------------------------ Net cash used by investing activities amounted to $448,000 in 1997 vs. $647,000 in 1996, 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. Cash Flows from Financing Activities - ------------------------------------ Net cash provided by financing activities amounted to $18,000 in 1997 vs. $26,000 of net cash 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. NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits (10-18) Distribution Agreement with Fisher Scientific Company dated January 1, 1997. (10-19) Amendment dated March 13, 1997, to Loan and Security Agreement with Summit Bank, the successor to United Jersey Bank/Central NA dated February 17, 1993. (b) No reports on Form 8-K have been filed during the quarter ended March 31, 1997. 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 5, 1997 /s/ Ezra Weisman ---------------------------------- Ezra Weisman President (Chief Executive Officer) /s/ Samuel Eichenbaum ---------------------------------- Samuel Eichenbaum Vice President - Finance (Principal Accounting Officer)