<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K 405
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
Commission File Number 0-6994
NEW BRUNSWICK SCIENTIFIC CO., INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1630072
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(State of incorporation) (I.R.S. Employer Identification Number)
44 Talmadge Road, Edison, N.J. 08818-4005
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(Address of principal office)
Registrant's telephone number: (908) 287-1200
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None N/A
Securities registered pursuant to Section 12(g) of the Act:
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Title of class
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Common stock - par value $0.0625
Common stock Purchase Rights
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.
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $15,063,960 as of February 12, 1996. This figure was calculated
by reference to the high and low prices of such stock on February 12, 1996.
The number of shares outstanding of the Registrant's Common stock as of February
12, 1996: 3,595,651
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Proxy Statement and Annual Report to be filed within 120 days after
the end of the fiscal year 1995, are incorporated in Part III herein.
The EXHIBITS INDEX is on Page 31.
<PAGE>
PART I
Item 1. BUSINESS
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 and detection 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, nutrient sterilizing and dispensing equipment,
low temperature freezers and tissue culture apparatus. Laboratory equipment and
instrumentation manufactured by NBS and others is distributed by four
wholly-owned subsidiaries in Europe.
On October 18, 1995, the Company entered the drug lead
discovery business by forming a new company to develop a novel, small molecule
drug discovery platform. This new company, called DGI BioTechnologies LLC (DGI),
is majority owned and fully funded by NBS and will utilize specially designed
new laboratory space at NBS' headquarters facility in Edison, New Jersey. DGI
will focus on using its drug discovery platform to identify promising drug
assays and new drug leads for sale or license to pharmaceutical and
biotechnology companies. DGI has applied for U.S. and foreign patents covering
its proprietary drug discovery technology which utilizes state-of-the-art
molecular-biological and immunological tools to scan known pharmaceutical
targets in a manner that offers major advantages over existing drug discovery
approaches.
NBS was incorporated in 1958 as the successor to a business
founded in 1946 by David and Sigmund Freedman, its principal stockholders and
two of its directors and executive officers. The company owns its 243,000 square
foot headquarters and primary production facility located on 17 acres of land in
Edison, New Jersey.
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
propagation of animal and plant cells. The Company's fermentors and bioreactors
range in size from laboratory benchtop models as small as 1-liter to pilot scale
systems as large as 10,000 liters. The larger systems are typically sold under
contract. The number of larger systems sold in any reporting period may
materially affect the sales and profitability of the Company.
NBS has supplied fermentors and bioreactors to universities
and pharmaceutical company laboratories since the 1950's. NBS' fermentors and
bioreactors are being used for applications which have received increased
attention in the scientific and commercial community; namely, 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 systems, is a complex technical procedure critical to successful
commercialization of biological processes. Pilot scale 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 applied for
patents to protect its technology.
<PAGE>
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.
Since maintenance of pure culture conditions is critical for
the proper functioning of fermentors and bioreactors, NBS offers devices and
procedures which it has developed for sterilizing its systems and maintaining an
aseptic environment over long operating periods. NBS designs, manufactures and
sells benchtop and pilot scale fermentors that are sterilizable in place.
Although significantly more expensive than other models, these devices eliminate
the need to move the fermentor from its place of use for sterilization.
Biological Shakers. Biological shakers perform a function
similar to fermentors and bioreactors, as they are also used in the process of
growing and propagating biological cultures. Shakers agitate flasks under
controlled conditions containing biological cultures in a liquid media in which
nutrients are dissolved. Nutrients are the source of energy needed for growth,
while shaking furnishes 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.
The Company manufactures an extensive line of biological
shakers ranging in size from portable laboratory benchtop models to large
multitier 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 regulator 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.
<PAGE>
The Company manufactures two distinct lines of shakers. Its
"classic" line which has been the industry standard for many years and its
INNOVA line which is among the most sophisticated products of their kind in the
world.
Nutrient Sterilizing and Dispensing Equipment. The Company
manufactures devices that automatically sterilize biological nutrients and then
maintain those nutrients at the required temperature for subsequent use. This
product line includes benchtop models used in laboratories as well as larger
industrial models. As a complement to its nutrient sterilizers, NBS sells an
apparatus which automatically fills culture dishes with sterile nutrient.
Tissue Culture Apparatus. The Company manufactures apparatus
to rotate bottles and test tubes slowly and constantly for the purpose of
growing animal and plant cells. Certain models of this apparatus may be placed
into an incubator and equipped to regulate the speed of rotation. The Company
also markets carbon dioxide incubators used in the propagation of tissue
cultures. This apparatus has applications in vaccine production, cancer and
heart disease research, and the commercial production of pharmaceuticals.
Other Scientific Products. NBS distributes a line of
centrifuges for separating cells from fermentation broth, and a line of low
temperature freezers.
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 the microprocessor-controlled
instrumentation systems for shakers, fermentors and bioreactors.
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 many 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,
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.
<PAGE>
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 plant as well as inspecting products during
manufacture. It also tests every piece of equipment prior to shipment. NBS'
products are serviced at its plant and at its customers' premises by Company
technicians, distributors' technicians or, in the case of minor repairs, by
sales personnel.
NBS also has a manufacturing capability in England, to make
its products more competitive in Europe, which was established to (a)
subcontract products for manufacture and assembly, (b) monitor the quality of
products manufactured for or sold by NBS' European subsidiaries, (c) interface
with NBS' engineering group in the United States and (d) provide technical
assistance to the sales group in Europe. Selected shaker products are
manufactured in England for the European market.
Marketing and Sales
The Company sells its equipment to 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 and generally requires progress payments for the purchase of custom
fermentation equipment.
NBS 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, Western Europe, Israel,
China, Japan and Australia. NBS also sells its products in the former Soviet
Union, Eastern Europe and Latin America. These sales may be substantially
affected by changes in the capital investment policies of foreign governments,
so that sales may be reduced or deferred by occurrences such as the governmental
changes during the past few years in many Eastern European countries and in the
former Soviet Union.
Fisher Scientific is the exclusive U.S. distributor of the
Company's traditional "classic" line of biological shakers and automated
equipment for the preparation of diagnostic agar plates. While Fisher is the
exclusive U.S. distributor for these NBS Shakers and media preparation
equipment, NBS markets and sells its shakers and other products on a direct
basis as well. Fisher also distributes a few selected INNOVA models.
For information concerning net sales in the United States and
foreign countries, income (loss) from operations derived therefrom, identifiable
assets located in the United States and foreign countries, and export sales for
each of the three years ended December 31, 1995, see Note 9 of Notes to
Consolidated Financial Statements under the heading "Operations by geographic
areas." 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.
<PAGE>
Substantially all of the orders of the Company's domestic
operations, including export orders are booked in United States dollars and are
payable promptly upon delivery of the equipment. The Company's wholly-owned
European subsidiaries book orders for equipment in local currencies and in some
instances in U.S. 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 dollar have had an impact upon the Company's
consolidated financial statements, as measured in United States dollars.
Export sales are influenced by changes in the exchange rate of
the dollar as those changes affect the cost of the Company's equipment to
foreign purchasers. Certain countries, particularly those in Eastern Europe and
the former Soviet Union, may not be able to make substantial capital purchases
in dollars for economic or political reasons.
NBS maintains four European sales offices through wholly-owned
subsidiaries, New Brunswick Scientific (U.K.) Limited in England, NBS Benelux
B.V. in The Netherlands, New Brunswick Scientific GmbH in Germany, and New
Brunswick Scientific N.V. in Belgium. Foreign sales of the Company's standard
products (i.e., those listed in its product catalogs) are generally made
directly by these subsidiaries.
At December 31, 1995, NBS had a backlog of unfilled orders of
approximately $5,452,000, compared with $4,032,000 at the end of 1994. The
December 31, 1995 backlog was comprised of orders for standard equipment as well
as orders for larger systems. NBS expects to fill all of its existing backlog
during the coming year.
One customer based in the United States accounted for
approximately 12.1%, 11.7% and 13.9%, respectively, of consolidated net sales
during the years ended December 31, 1995, 1994 and 1993.
Research and Development
Research and development expenditures, all of which are
sponsored by the Company, amounted to $826,000 in 1995, $617,000 in 1994 and
$618,000 in 1993.
Eleven (11) of the Company's professional employees were
engaged full time in research and development activities.
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.
<PAGE>
NBS encounters competition from approximately 11 domestic and
16 foreign competitors in the sale of its products. The Company's principal
competitor in the sale of fermentation equipment and bioreactors both in the
United States and overseas is B. Braun Biotech, a German company. Additional
competitors include LSL-Biolafitte, a French company, part of Cellex Biosciences
Inc., a U.S. company; L.E. Marubishi Co., Ltd. located in Japan; Applikon, B.V.,
located in The Netherlands; Abec, located in Pennsylvania and L.H. Engineering
Ltd., located in England, a part of Inceltech, located in France. Although
financial information concerning these firms is not readily available, the
Company believes that many of its competitors have substantially greater
financial resources than the Company. NBS believes that B. Braun Biotech has
significantly greater sales of fermentation equipment than the Company, although
Braun's market share is not as significant in benchtop size models.
The Company believes that it has the largest worldwide market
share for biological shakers. LabLine Instruments, Inc. and Forma Scientific in
the United States as well as several manufacturers in Europe are strong
competitors of the Company in this market.
NBS encounters substantial competition in the sale of most of
its other equipment where its sales do not represent major market shares.
Although the Company does not encounter substantial competition in the sale of
its nutrient sterilizing and dispensing equipment in the domestic market,
substantial competition exists in foreign markets.
Employees
NBS employs approximately 357 people, including 197 people
engaged in manufacturing and supervision, 34 in research, development and
engineering, 83 in sales and marketing, and 43 in administrative and clerical
duties. Manufacturing employees currently work a single shift. The Company's New
Jersey manufacturing employees are represented by District 15 of the
International Association of Machinists, AFL-CIO under a contract scheduled to
expire in December 1996. The Company considers its labor relations to be good.
Working Capital
NBS maintains a substantial inventory of parts, components and
subassemblies to fill orders for its products. Management believes it has
adequate working capital for its present level of operations.
The Company has a $5 million secured line of credit with
United Jersey Bank/Central NA, primarily for working capital and letters of
credit, and a $1 million revolving credit line for equipment acquisition
purposes, effective through May 1997.
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.
<PAGE>
Item 2. PROPERTY
The Company's executive, administrative, engineering and
domestic sales offices and its 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 50,000 square feet is office space, approximately 14,000 square
feet is laboratory space, and the balance is devoted to manufacturing and
warehouse facilities. The Company's NBS Benelux B.V. subsidiary owns its 13,000
square foot building in Nijmegen, The Netherlands.
The Company's wholly-owned European subsidiaries lease
facilities as follows: New Brunswick Scientific (UK) Limited - 17,000 square
feet and NBS GmbH - 1,400 square feet.
Item 3. LEGAL PROCEEDINGS
No material legal proceedings are currently pending.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
(A) 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. The prices represent quotations between dealers reflecting
prevailing market factors which may include anticipated markups or markdowns and
do not necessarily represent actual transactions.
HIGH LOW
1994
First Quarter $ 7-3/8 $ 5-5/8
Second Quarter 7-3/4 5-1/2
Third Quarter 7-5/8 6-1/8
Fourth Quarter 7-1/8 5-1/8
1995
First Quarter $ 6-15/16 $ 5-3/4
Second Quarter 8 5-3/4
Third Quarter 7-1/8 6-1/8
Fourth Quarter 8 5-3/8
1996
First Quarter
(through February 12, 1996) $ 6-1/8 $ 5-1/4
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(B) The number of record holders of NBS' Common stock as of
February 12, 1996, is 413.
(C) NBS paid a cash dividend with respect to its Common stock
of $.05 per share on April 14, 1995 to shareholders of record on March 15, 1995.
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.
<TABLE>
<CAPTION>
Years Ended December 31,
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1995 1994 1993 1992 1991
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(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Net sales $39,085 $38,789 $35,950 $33,072 $33,105
Net income 1,172 1,068 392 80 393
Earnings per
Common share $ .33 $ .30 $ .11 $ .02 $ .11
Total assets* 35,685 34,504 32,628 31,869 35,392
Long-term debt, net of
current installments* 564 665 792 569 747
Dividends per share $ .05 - - - -
* At year-end
</TABLE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
1995 vs. 1994
For the year ended December 31, 1995, the Company had net
income of $1,172,000 or $.33 per share on net sales of $39,085,000 compared with
net income of $1,068,000 or $.30 per share on net sales of $38,789,000 for the
year ended December 31, 1994.
<PAGE>
The increase of 26.7% in research, development and engineering
expenses was due to the establishment in late 1994 of a bioprocess equipment
division and the start-up in October 1995 by the Company of a drug-lead
discovery operation. Interest income increased to $222,000 in 1995 from $145,000
in 1994 due primarily to higher interest rates. Interest expense declined to
$55,000 in 1995 from $67,000 in 1994 due to the continuing amortization of the
principal on the Company's long-term debt.
Provision for income taxes as a percentage of income before
taxes decreased to 16.3% in 1995 from 30% in 1994 due to a larger proportion of
the 1995 income emanating from the Company's foreign subsidiaries, a significant
portion of which is not subject to income taxes due to carry-forward tax losses
on which income tax benefits were not previously recognized.
During 1995, there was a significant weakening of the U.S.
dollar vs. the currencies of two of the European countries where the Company has
subsidiary operations. The effect of these currency movements increased the
income from foreign operations by approximately $84,000 to $1,245,000. The
effects of balance sheet translation resulted in a currency translation
adjustment of $147,000 which is reflected in the equity section of the
Consolidated Balance Sheet.
1994 vs. 1993
For the year ended December 31, 1994, the Company had net
income of $1,068,000 or $.30 per share on net sales of $38,789,000 compared with
net income of $392,000 or $.11 per share on net sales of $35,950,000 for the
year ended December 31, 1993.
The increase of 7.9% in net sales resulted primarily from
increased sales of cell culture and media preparation equipment as well as
significantly (13.5%) higher sales by the Company's European subsidiaries of the
Company's core products. Gross margins improved during 1994 to 38.2% from 36.7%
in 1993 primarily as a result of a more profitable product mix and improvements
in manufacturing efficiency. Interest income increased to $145,000 in 1994 from
$86,000 in 1993 due to higher average interest rates in 1994 and a higher level
of average cash available for investment. Interest expense increased to $67,000
in 1994 from $52,000 in 1993 primarily as a result of the full year effect of
interest applicable to a capitalized lease obligation relating to the purchase
of equipment in September 1993.
During 1994, there was a significant weakening of the U.S.
dollar vs. the European currencies of the countries where the Company has
subsidiary operations. The effect of these currency movements increased the
income from foreign operations by approximately $35,000 to $617,000. The effects
of balance sheet translation resulted in a currency translation adjustment of
$358,000 which is reflected in the equity section of the Consolidated Balance
Sheet.
Financial Condition
Liquidity and Capital Resources
During the year ended December 31, 1995, cash and cash
equivalents decreased to $6,382,000 from $7,142,000 at December 31, 1994. The
decrease in cash resulted primarily from an increase in accounts receivable to
$9,135,000 at December 31, 1995 from $7,700,000 at December 31, 1994. Accounts
receivable increased due to the significantly higher level of sales in the
fourth quarter of 1995 vs. the fourth quarter of 1994. 1995 fourth quarter sales
amounted to $11,861,000 vs. $10,123,000 during the fourth quarter of 1994.
<PAGE>
Other liabilities of $471,000 at December 31, 1995 consists of
a pension liability and is a non-cash item which is offset by a direct reduction
in shareholders' equity of a like amount.
Accounts payable trade increased to $2,620,000 in 1995 from
$1,928,000 in 1994 due to the increased level of business in the fourth quarter.
New Business Activity
On October 18, 1995, the Company announced that it was
entering the drug-lead discovery business by forming a new company to develop a
novel, small molecule drug discovery platform. The company, called DGI, is
majority-owned and fully funded by the Company and will utilize specially
designed new laboratory space at the Company's headquarters facility in Edison,
New Jersey. DGI's operations are expected to have a significant negative impact
on the Company's earnings during its development phase, which is estimated at
between two and three years. During 1995 $205,000 related to DGI was charged to
operations.
Cash Flows from Operating Activities
During the year ended December 31, 1995, net cash provided by
operating activities amounted to $444,000 vs. net cash provided by operating
activities of $3,285,000 for the year ended December 31, 1994. The primary
reasons for the $2,841,000 decrease from 1994 to 1995 were: (a) accounts
receivable increased $1,522,000 in 1995 vs. an increase of $693,000 in 1994; (b)
refundable income taxes increased $216,000 in 1995 vs. zero in 1994; (c)
inventories increased $51,000 in 1995 vs. a decrease of $2,212,000 in 1994 and
were offset by an increase in accounts payable and accrued expenses of $522,000
in 1995 vs. an increase of $29,000 in 1994.
Cash Flows from Investing Activities
Net cash used by investing activities which amounted to
$1,034,000 in 1995 resulted primarily from $950,000 of additions to property,
plant and equipment and $100,000 from an investment made in another entity. In
1994, net cash used was primarily from additions to property, plant and
equipment of $580,000 and from an investment made in another entity of $300,000.
Cash Flows from Financing Activities
Net cash used by financing activities amounted to $239,000 in
1995 vs. $150,000 in 1994. The major reason for the difference resulted from a
Common stock dividend paid by the Company in the amount of $179,000 in 1995.
Management believes that the resources available to the
Company, including its line of credit which has been extended to May 1997, are
sufficient to meet its near and intermediate-term needs, including present
funding commitments for DGI, and its strong unleveraged balance sheet provides
the basis for any long-term financing if the need should arise.
<PAGE>
Recently Issued Accounting Standards
In March 1995, the Financial Accounting Standards Board issued
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of ("SFAS No. 121"). SFAS No. 121 requires that
long-lived assets, certain identifiable intangibles and goodwill to be held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 is effective for the Company's fiscal year 1996.
Management of the Company believes that the adoption of this accounting standard
will not have a material impact on its operating results or financial condition.
In October 1995, the Financial Accounting Standards Board
issued SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123").
SFAS No. 123 establishes a method of accounting for stock compensation plans
based on fair value of employee stock options and similar equity instruments.
Companies are permitted to continue using the current method of accounting for
stock compensation but are required to disclose pro forma net income and
earnings per share as if the fair value method of SFAS No. 123 has been used to
measure compensation costs. The Company has not adopted SFAS No. 123. SFAS No.
123 is applicable for all financial statements for fiscal years beginning after
December 15, 1995. When adopted, certain disclosures are required for fiscal
years that begin after December 15, 1994. The Company is currently undecided as
to what method of adoption it will utilize.
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Independent Auditors' Report
The Board of Directors and Shareholders
New Brunswick Scientific Co., Inc.:
We have audited the consolidated balance sheets of New Brunswick Scientific Co.,
Inc. and subsidiaries as of December 31, 1995 and 1994 and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1995. In
connection with our audits of the consolidated financial statements, we also
have audited the related financial statement schedule as listed in Part IV, Item
14(a)2. The 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated 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, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1995, in conformity with 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, present fairly, in all material respects, the
information set forth therein.
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
February 12, 1996
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
(In thousands, except for share data)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,382 $ 7,142
Accounts receivable, net of allowance for
doubtful accounts, 1995- $306 and 1994 - $340 9,135 7,700
Refundable income taxes 216 --
Deferred income tax benefit (Note 6) 188 302
Inventories (Note 2) 12,692 12,709
Prepaid expenses and other current assets (Note 7) 1,364 1,218
-------- --------
Total current assets 29,977 29,071
-------- --------
Property, plant and equipment, net (Notes 3 and 4) 5,237 4,922
Other assets 471 511
-------- --------
$ 35,685 $ 34,504
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt (Note 4) $ 130 $ 176
Accounts payable and accrued expenses (Note 5) 6,339 5,928
-------- --------
Total current liabilities 6,469 6,104
-------- --------
Long-term debt, net of current installments (Note 4) 564 665
Other liabilities (Note 7) 471 --
-------- --------
Commitments and contingencies (Notes 10 and 11)
Shareholders' equity (Note 8):
Common stock, $0.0625 par; authorized 25,000,000 shares;
issued and outstanding, 1995 - 3,595,651 shares;
1994 - 3,581,283 shares, net of shares held in treasury,
1995 and 1994 - 338,500 225 224
Capital in excess of par 19,283 19,213
Retained earnings 9,488 8,495
Currency translation adjustment (344) (197)
Pension liability adjustment (Note 7) (471) --
-------- --------
28,181 27,735
-------- --------
$ 35,685 $ 34,504
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net sales $ 39,085 $ 38,789 $ 35,950
Operating costs and expenses:
Cost of sales 23,919 23,973 22,742
Selling, general and administrative
expenses 11,717 11,623 11,050
Research, development and engineering
expenses 2,215 1,748 1,687
-------- -------- --------
37,851 37,344 35,479
-------- -------- --------
Income from operations 1,234 1,445 471
-------- -------- --------
Other income (expense):
Interest income222 145 86
Interest expense (55) (67) (52)
Other income (expense), net (1) 3 7
-------- -------- --------
166 81 41
-------- -------- --------
Income before income taxes 1,400 1,526 512
Income taxes (Note 6) 228 458 120
-------- -------- --------
Net income $ 1,172 $ 1,068 $ 392
======== ======== ========
Earnings per Common share $ .33 $ .30 $ .11
======== ======== ========
Weighted average number of shares
outstanding 3,586 3,573 3,562
======== ======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
Common Stock Capital Currency Pension
------------------------ in Excess Retained Translation Liability
Shares Amount of Par Earnings Adjustment Adjustment Total
---------- ---------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1993 3,559,057 $222 $19,115 $7,035 $ 82 $-- $26,454
Issue of shares under employee
stock purchase plan 9,831 1 43 44
Net income 392 392
Currency translation adjustment (637) (637)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1993 3,568,888 $223 $19,158 $7,427 $(555) -- $26,253
Issue of shares under employee
stock purchase plan 11,945 1 53 54
Issue of shares under Stock Option
Plan for nonemployee directors 450 2 2
Net income 1,068 1,068
Currency translation adjustment 358 358
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1994 3,581,283 $224 $19,213 $8,495 $(197) -- $27,735
Issue of shares under employee
stock purchase plan 14,368 1 70 71
Equity adjustment for additional
minimum pension liability (471) (471)
Dividends ($.05 per share) (179) (179)
Net income 1,172 1,172
Currency translation adjustment (147) (147)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance, December 31, 1995 3,595,651 $225 $19,283 $9,488 $(344) $(471) $28,181
========== ========== ========== ========== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(In thousands)
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 1,172 $1,068 $ 392
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 585 628 713
Deferred income taxes 114 248 (100)
Change in related balance sheet accounts:
Accounts receivable (1,522) (693) (335)
Refundable income taxes (216) - -
Inventories (51) 2,212 (606)
Prepaid expenses and other current assets (160) (207) (113)
Accounts payable and accrued expenses 522 29 1,038
-------- ------- -------
Net cash provided by operating activities 444 3,285 989
-------- ------ --------
Cash flows from investing activities:
Additions to property, plant and equipment (950) (580) (601)
Sale of equipment 16 4 6
Investment (100) (300) -
-------- ------ ----------
Net cash used by investing activities (1,034) (876) (595)
------- ----- -------
Cash flows from financing activities:
Dividends (179) - -
Repayments of long-term debt (131) (206) (244)
Proceeds from issuance of shares under
stock purchase and option plans 71 56 44
--------- ------- --------
Net cash used by financing activities (239) (150) (200)
-------- ------- ------
Net effect of exchange rate changes on cash 69 110 (44)
--------- ------- -------
Net increase (decrease) in cash and cash equivalents (760) 2,369 150
Cash and cash equivalents at beginning of year 7,142 4,773 4,623
------- ------ -------
Cash and cash equivalents at end of year $ 6,382 $ 7,142 $ 4,773
======= ====== =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 58 $ 71 $ 53
Income taxes 152 319 116
Supplemental disclosure of non cash
financing activities:
Equipment acquired by capital lease $ - $ - $ 490
</TABLE>
See notes to consolidated financial statements.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1. Summary of significant accounting policies:
Principles of consolidation:
The consolidated financial statements include the accounts of New
Brunswick Scientific Co., Inc., its wholly-owned and majority-owned
subsidiaries (the Company). All significant intercompany transactions
and balances have been eliminated.
Translation of foreign currencies:
Translation adjustments for the Company's foreign operations are
accumulated as a separate component of shareholders' equity.
Transaction gains and losses, which are not significant in amount,
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 statement of cash flows.
Inventories:
Inventories are stated at the lower of cost (first-in, first-out or
average) or market. Cost elements include material, labor and
manufacturing overhead.
Property, plant and equipment:
Property, plant and equipment are stated at cost. Gains and losses
resulting from sales or disposals, which are not significant in
amount, are included in "Other income (expense), net". The cost of
repairs, maintenance and replacements which do not significantly
improve or extend the life of the respective assets is 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 and 10 years for machinery and equipment. Depreciation
expense amounted to $585,000 in 1995, $628,000 in 1994 and $713,000
in 1993.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Income taxes:
The Company accounts for income taxes pursuant to Statement of
Financial Accounting Standards No. 109 "Accounting For Income Taxes"
(Statement 109). Statement 109 requires the asset and liability
method of accounting, whereby deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases.
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 share.
Treasury stock:
Repurchase of the Company's outstanding Common stock is accounted for
by treating the stock as if retired.
Financial instruments:
The carrying values of the Company's financial instruments at
December 31, 1995, approximate their estimated fair values. The
carrying amounts of cash and cash equivalents, accounts receivable
and accounts payable and accrued expenses approximate fair value due
to the short-term maturity of such instruments. The carrying value of
long-term debt approximates fair value based on the current rates
offered on debt with similar maturities and characteristics.
Derivative financial instruments (forward exchange contracts) are
recorded at market value, with resultant gains or losses recognized
in the statement of operations immediately, unless the instrument is
an effective hedge of a firm, committed transaction, in which case
the associated gain or loss is deferred and recognized in connection
with the underlying transaction exposure.
Use of estimates:
Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and
the disclosure of contingent assets and liabilities to prepare the
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
2. Inventories:
1995 1994
------ ------
(In thousands)
Raw materials and sub-assemblies $ 6,786 $ 7,126
Work-in-process 2,062 1,826
Finished goods 3,844 3,757
------- -------
$12,692 $12,709
======= =======
3. Property, plant and equipment, net:
1995 1994
------ ------
(In thousands)
Land $ 800 $ 800
Buildings and improvements 4,057 3,932
Machinery and equipment 8,984 8,176
------- -------
13,841 12,908
Less accumulated depreciation 8,604 7,986
------- -------
$ 5,237 $ 4,922
======== =======
4. Long-term debt and credit agreement:
There is a mortgage on the facility of the Company's Netherlands
subsidiary which bears interest of 7.5% per annum. During the twenty-year
term of the mortgage, the Company is obligated to make monthly payments
of interest and 80 equal quarterly payments of principal. At December 31,
1995 and 1994 $404,000 and $403,000, respectively, was outstanding.
In 1993, the Company entered into a capitalized lease obligation, due
September 1998, with imputed interest of 6.85%, relating to the purchase
of equipment. At December 31, 1995 and 1994, $290,000 and $383,000,
respectively, was outstanding.
Property, plant and equipment with a net book value of $704,000 and
$669,000, is pledged as security for long-term debt as indicated above,
at December 31, 1995 and 1994, respectively. Machinery and equipment (see
Note 3) includes equipment under capital lease of $490,000, which has a
net book value of $372,000 and $417,000 at December 31, 1995 and 1994,
respectively.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Aggregate annual maturities of long-term debt, including capitalized
lease obligations, are as follows:
Year ending December 31 Amount
----------------------- -----------
(In thousands)
1996 $130
1997 137
1998 116
1999 31
2000 31
After 2000 249
----
$694
The Company has a $5 Million Secured Revolving Credit Agreement (the
Agreement) with United Jersey Bank/Central NA (the Bank) effective
through May 31, 1997. The Agreement provides the Company with a facility
for both working capital and for letters of credit. In addition, the Bank
has provided a $1 million Revolving Line of Credit for equipment
acquisition purposes. There are no compensating balance requirements and
any borrowings under the Agreement bear interest at the Bank's prime
rate. All of the Company's domestic assets, with the exception of its
headquarters facility, which are not otherwise subject to lien have been
pledged as security for any borrowings under this Agreement. As of and
during the year ended December 31, 1995 and 1994, there were no
outstanding balances.
5. Accounts payable and accrued expenses:
<TABLE>
<CAPTION>
1995 1994
------ -----
(In thousands)
<S> <C> <C>
Accounts payable-trade $ 2,620 $ 1,928
Accrued salaries, wages and payroll taxes 1,479 1,436
Accrued foreign dealer commissions 715 1,132
Advance payments from customers 265 156
Other accrued liabilities 1,260 1,276
------- -------
$ 6,339 $ 5,928
======= =======
</TABLE>
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
6. Income taxes:
<TABLE>
<CAPTION>
1995 1994 1993
----- ------ ------
<S> <C> <C> <C>
(In thousands)
Income before income taxes:
Domestic $ 155 $ 909 $ 453
Foreign 1,245 617 59
------- ------- --------
$ 1,400 $ 1,526 $ 512
======= ======= ========
Income taxes (benefit):
Federal:
Current $ (20) $ 210 $ 220
Deferred 114 248 (100)
Foreign-current 134 - -
------- ------- --------
$ 228 $ 458 $ 120
======= ======= ========
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31, 1995
and 1994 are presented below. A valuation allowance is provided since it
is more likely than not that some portion of the deferred tax assets will
not be realized:
<TABLE>
<CAPTION>
1995 1994
------ ------
(In thousands)
<S> <C> <C>
Deferred tax asset/(liability):
Accumulated depreciation $ (176) $ (149)
Inventory 233 348
Allowance for doubtful accounts 67 37
Accrued expenses 163 150
Other liabilities (98) 69
Capital loss carryforward 63 63
Foreign net operating loss carryforward 678 874
------ ------
930 1,392
Less: Valuation allowance 742 1,090
------ ------
Net deferred tax asset $ 188 $ 302
====== ======
</TABLE>
The deferred tax asset of $188,000 and $302,000, respectively, on the
Company's 1995 and 1994 Balance Sheets are being carried as such due to
the generation of sufficient taxable income.
The net operating loss carryforwards relate to operations in the United
Kingdom and Germany and are not subject to expiration date limitations.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
The Company's effective income tax rates for 1995, 1994 and 1993 were
16.3%, 30.0% and 23.4%, respectively. These rates differ from the
statutory Federal income tax rates as follows:
<TABLE>
<CAPTION>
Percentage of income before taxes
--------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Computed "expected" tax expense 34.0% 34.0% 34.0%
Increase (decrease) in taxes resulting from:
Change in valuation allowance related to net
temporary differences (24.9) (10.4) (17.0)
Other 7.2 6.4 6.4
------ ----- -----
16.3% 30.0% 23.4%
====== ===== =====
</TABLE>
7. Pension plans:
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 $104,000, $99,000 and $96,000 in 1995,
1994 and 1993, respectively.
Pension expense attributable to the defined benefit plan covering U.S.
employees includes the following components:
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
(In thousands)
<S> <C> <C> <C>
Service cost $ 169 $ 184 $ 158
Interest cost on projected obligation 298 271 265
Actual return on plan assets (468) 109 (265)
Net amortization and deferral 281 (299) 40
------- ------- -------
Net pension expense $ 280 $ 265 $ 198
======= ======= =======
</TABLE>
The following table sets forth the plan's funded status and amounts
recognized in the Company's consolidated balance sheet:
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
1995 1994
----- -----
(In thousands)
<S> <C> <C>
Actuarial present value of:
Vested benefit obligation $ 3,793 $ 3,104
======= =======
Accumulated benefit obligation $ 3,862 $ 3,166
======= =======
Projected benefit obligation $ 4,425 $ 3,553
Plan assets at fair value 3,625 3,071
------- -------
Excess of projected benefit obligation
over plan assets 800 482
Unrecognized net loss (1,034) (718)
Unrecognized transition obligation (206) (225)
Unrecognized prior service cost 39 39
Adjustment for additional liability 638 516
------- -------
Accrued pension cost $ 237 $ 94
======= =======
</TABLE>
The projected benefit obligation was determined using the following
assumptions:
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Discount rate 7.25% 8.5% 7.5%
Rate of return 7.5% 7.5% 7.5%
Future compensation increases 4.0% 4.0% 4.0%
</TABLE>
There was no material impact on pension expense as a result of the
changes in assumptions in 1995, 1994 and 1993. The measurement date used
for the Company's U.S. plan was December 31.
The 1995 minimum additional pension liability is a non-cash item which is
offset by a direct reduction in shareholders' equity of $471,000.
Minimum additional pension liability was not material in 1994.
In addition, the Company has a defined contribution plan for its U.S.
employees, with a specified matching Company contribution. The expense to
the Company in 1995, 1994 and 1993 was $113,000, $110,000 and $82,000,
respectively.
International pension expense in 1995, 1994 and 1993 was not
material. Foreign plans generally are insured or otherwise fully
funded.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
8. Stock options, rights and stock purchase plan:
The 1991 Non-Qualified Stock Option Plan (the 1991 Plan) for officers and
key employees of the Company provides for the granting of options to
purchase up to 400,000 shares of the Company's Common stock, 200,000 of
which were approved by the Company's shareholders at its May 1995 Annual
Meeting. Options are exercisable in five equal installments commencing
one year after date of grant. Options expire up to 10 years from the date
of grant. The exercise price per share of each option may not be less
than the fair market value on the date of grant.
Shares under option at December 31 are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
Outstanding, beginning of year 170,750 172,250 74,000
Granted 77,000 - 103,000
Exercised - - -
Cancelled (1,000) (1,500) (4,750)
------- ------- -------
Outstanding, end of year 246,750 170,750 172,250
======= ======= =======
</TABLE>
During 1995, options were granted at $7.00 and at $5.375 per share and
during 1993, options were granted at $5.125 per share. No options were
granted in 1994. At December 31, 1995, 94,600 options were exercisable at
prices of $5.125 and $6.25 per share and 153,250 options were available
for future grant.
In 1987, the Company adopted an Employee Stock Purchase Plan. Under the
Stock Purchase Plan, employees may purchase shares of the Company's
Common stock at 85% of fair market value on specified dates. The Company
has reserved 200,000 shares of its authorized but unissued shares of
Common stock for this purpose, 100,000 of which were approved by the
Company's shareholders at its May 1995 Annual Meeting. During 1995, 1994
and 1993, 14,368, 11,945 and 9,831 Common shares, respectively, were
issued under the plan.
In 1989, the Company adopted a stock option plan for nonemployee
directors. The plan provides for the granting of options to purchase up
to 100,000 shares of the Company's Common stock. No options may be
granted under the Plan after April 30, 1999. Options may be exercised
over five years in cumulative installments of 20% per year and expire up
to ten years after grant. The exercise price per share of each option may
not be less than eighty-five percent (85%) of the fair market value on
the date of grant. At December 31, 1995, 73,750 options were outstanding
and 33,750 options were exercisable at prices of $5.00 and $6.75 per
share and 25,800 options were available for future grant. 40,000 options
were granted during 1995 at $6.31 per share and no options were granted,
exercised or cancelled during 1994 or 1993 with the exception of 450
shares which were exercised and 2,050 shares which were cancelled during
1994.
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
On October 27, 1989, 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
$30 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 exercise price that number of
shares of Common stock having an aggregate fair market value of two times
the exercise price; (ii) will become exchangeable at the Company's
election for that number of shares of Common stock having a fair market
value of two times the exercise price; 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 exercise price, shares of Common stock of the
surviving company having a fair market value of two times the exercise
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. The Company made contributions to the ESOP of $7,500 during 1994;
no contributions were made in 1995 or 1993.
9. Operations by geographic areas:
The Company sells its equipment to 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 and
generally requires progress payments for the purchase of custom
fermentation equipment which is typically sold under contract. The number
of these larger systems sold in any reporting period may materially
affect the sales and profitability of the Company.
The following table sets forth the Company's operations by geographic
area for 1995, 1994 and 1993. The information shown under the caption
"Europe" represents the operations of the Company's wholly-owned foreign
subsidiaries (in thousands):
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>
Transfers and
eliminations
United between geo- Conso-
States Europe graphic areas lidated
--------- ------ ------------- -------
<S> <C> <C> <C> <C>
Net sales:
1995 $ 30,456 $12,117 $3,488 $39,085
1994 31,394 10,310 2,915 38,789
1993 29,018 9,085 2,153 35,950
Income from operations:
1995 $ (12) $ 1,246 $ 1,234
1994 809 636 1,445
1993 383 88 471
Identifiable assets:
1995 $ 28,156 $ 7,529 $35,685
1994 28,234 6,270 34,504
1993 27,007 5,621 32,628
</TABLE>
Total sales by geographic area include both sales to unaffiliated
customers and transfers between geographic areas. Such transfers are
accounted for at prices comparable to normal unaffiliated customer sales.
One customer based in the United States accounted for approximately
12.1%, 11.7% and 13.9%, respectively, of consolidated sales during the
years ended December 31, 1995, 1994 and 1993.
During 1995, 1994 and 1993, net sales from domestic operations to foreign
customers were $11,622,000, $9,886,000 and $8,247,000, respectively.
Export sales from the U.S. are made to many countries and areas of the
world including the Far East, the Middle East, Canada, South America,
India and Australia.
10. Commitments and contingencies:
The Company is obligated under the terms of various operating leases.
Rental expense under such leases for 1995, 1994 and 1993 was $533,000,
$613,000 and $810,000, respectively. As of December 31, 1995, estimated
future minimum annual rental commitments under noncancelable leases
expiring through 2014 are as follows (in thousands):
<PAGE>
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1996 $ 502
1997 399
1998 311
1999 245
2000 236
After 2000 3,029
------
Total minimum payments required $4,722*
======
* Minimum payments have not been reduced by minimum sublease rentals of
$490,000 due in the future under noncancelable subleases.
At December 31, 1995, the Company was involved in litigation, which
Company management believes, after consultation with counsel, that the
ultimate disposition of such litigation will not have a material adverse
effect on the Company's consolidated financial position.
11. Foreign exchange contracts:
The Company enters into forward foreign exchange contracts to hedge
certain firm and anticipated sales commitments, net of offsetting
purchases, denominated in certain foreign currencies. The purpose of such
foreign currency hedging activities is to protect the Company from the
risk that the eventual cash flows resulting from the sale of products to
certain foreign customers (net of purchases from applicable foreign
suppliers) will be adversely affected by fluctuations in exchange rates.
At December 31, 1995, the Company had $663,000 of forward exchange
contracts outstanding, primarily to exchange various European currencies
for U.S. dollars (nil at December 31, 1994). Substantially, all contracts
mature within a period of 11 months. Gains and losses on forward exchange
contracts in connection with firm commitments that are designated and
effective as hedges of such transactions are deferred and recognized in
income in the same period as the hedged transactions. At December 31,
1995, less than $10,000 of unrecognized net gains were deferred on such
contracts. Gains and losses on forward exchange contracts in connection
with anticipated transactions are marked to market monthly with the
resulting gain or loss recognized immediately in the consolidated
statement of operations.
Item 9. DISAGREEMENT ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
<PAGE>
PART III
The information required by Part III is contained in the
Registrant's proxy statement which will be filed pursuant to Regulation 14A or
an information statement pursuant to Regulation 14C of the General Rules and
Regulations under the Securities Exchange Act of 1934 not later than 120 days
after the close of the fiscal year ended December 31, 1995 The information is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(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,
1995 and 1994
Consolidated Statements of Operations for the
years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity
for the years ended December 31, 1995, 1994 and
1993
Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
2. Financial statement schedules included in part
IV of this report:
Schedule VIII
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. Exhibits:
The Exhibits index is on page 31.
<PAGE>
Schedule VIII
NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(Dollars in thousands)
Additions
<TABLE>
<CAPTION>
Charged to Balance
Balance Costs and Charged to At End
Beginning (Credited) Other of
of Period Expenses Accounts Deductions Period
--------- ---------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
Allowance deducted
from asset to which
it applies:
Allowance for
doubtful accounts:
Year ended
December 31, 1995 $ 340 $ (27) $ $ (7) (a) $ 306
Year ended
December 31, 1994 223 122 - (5) (a) 340
Year ended
December 31, 1993 196 49 - (22) (a) 223
</TABLE>
Note a - Uncollected receivables written off.
<PAGE>
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) By laws of the Company as amended and restated as of August
19, 1991 is incorporated herein by reference to Exhibit (3b)
from Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991.
(3c) Rights Agreement dated as of October 31, 1989 between the
Company and American Stock Transfer & Trust Company as Rights
Agent, incorporated therein by reference to Exhibit 1 to the
Company's Report on Form 8-K filed with the Commission on or
about November 22, 1989.
(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.
(10-5) Employment Agreement with David Freedman is incorporated
herein by reference to Exhibit (6-28b) of the Registrant's
Report on Form 10-Q for the quarter ended March 31, 1992.
(10-6) Employment Agreement with Ezra Weisman is incorporated herein
by reference to Exhibit 10-6 of Registrants Report on Form
10-K for the year ended December 31, 1993.
(10-7) Nonqualified stock option agreement with Ezra Weisman is
incorporated herein by reference to Exhibit (10-7) of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990.
(10-8) Termination Agreement with David Freedman is incorporated
herein by reference to Exhibit (10-8) of the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1990.
<PAGE>
(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) Termination Agreement with Ezra Weisman 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, 1990.
(10-11) Termination Agreement with Sigmund Freedman is incorporated
herein by reference to Exhibit (10-11) of the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1990.
(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.
(10-14) Loan and Security Agreement with United Jersey Bank/Central NA
dated February 17, 1993, is incorporated herein by reference
to Exhibit (10-14) of the Registrant's Annual Report on Form
10-K for the year ended December 31, 1992.
(10-16) Nonqualified stock option agreement with Ezra Weisman is
incorporated herein by reference to the Registrant's Report on
Form 10-K for the year ended December 31, 1993.
(10-17)* Amendment dated December 29, to Loan and Security Agreement
with United Jersey Bank/Central NA dated February 17, 1993.
(13) Annual Report to Shareholders, to be filed within 120 days of
the end of the fiscal year ended December 31, 1995, is
incorporated herein by reference.
(22) Subsidiaries of the Company appear on Page 33.
(24a)* Consent of KPMG Peat Marwick LLP.
* Filed herewith.
<PAGE>
EXHIBIT 22
SUBSIDIARIES OF THE COMPANY
Percentage of
Name and Place of Incorporation Ownership
------------------------------- -------------
New Brunswick Scientific (U.K.) Limited
Incorporated in The United Kingdom 100%
NBS Benelux 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%
NBS Sales Co., Limited
Incorporated in Jamaica 100%
New Brunswick Scientific West Inc.
Incorporated in the State of California 100%
<PAGE>
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 5, 1996 By: /s/ Ezra Weisman
----------------
Ezra Weisman
President (Principal Executive
Officer) and Director
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 5, 1996 By: /s/ David Freedman
------------------
David Freedman
Chairman of the Board
Dated: March 5, 1996 By: /s/ Adele Lavender
------------------
Adele Lavender
Corporate Secretary
Dated: March 5, 1996 By: /s/ Sigmund Freedman
--------------------
Sigmund Freedman
Treasurer and Director
Dated: March 5, 1996 By: /s/ Samuel Eichenbaum
---------------------
Samuel Eichenbaum
Vice President, Finance
<PAGE>
Dated: March 5, 1996 By: /s/ Ernest Gross
----------------
Ernest Gross
Director
Dated: March 5, 1996 By: /s/ Kiyoshi Masuda
------------------
Kiyoshi Masuda
Director
Dated: March 5, 1996 By: /s/ Dr. David Pramer
--------------------
Dr. David Pramer
Director
Dated: March 5, 1996 By: /s/ Martin Siegel
-----------------
Martin Siegel
Director
Dated: March 5, 1996 By: /s/ Dr. Marvin Weinstein
------------------------
Dr. Marvin Weinstein
Director
Dated: By:
-------------------
Stanley Yakatan
Director
- 35 -
<PAGE>
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 5, 1996 By:
----------------------------------------
Ezra Weisman
President (Principal Executive
Officer) and Director
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 5, 1996 By:
-----------------------------------------
David Freedman
Chairman of the Board
Dated: March 5, 1996 By:
-----------------------------------------
Adele Lavender
Corporate Secretary
Dated: March 5, 1996 By:
-----------------------------------------
Sigmund Freedman
Treasurer and Director
Dated: March 5, 1996 By:
-----------------------------------------
Samuel Eichenbaum
Vice President, Finance
<PAGE>
Dated: March 5, 1996 By:
-----------------------------------------
Ernest Gross
Director
Dated: March 5, 1996 By:
-----------------------------------------
Kiyoshi Masuda
Director
Dated: March 5, 1996 By:
-----------------------------------------
Dr. David Pramer
Director
Dated: March 5, 1996 By:
-----------------------------------------
Martin Siegel
Director
Dated: March 5, 1996 By:
-----------------------------------------
Dr. Marvin Weinstein
Director
Dated: By:
-----------------------------------------
Stanley Yakatan
Director
<PAGE>
SECOND MODIFICATION AGREEMENT
This second modification agreement dated as of December 29,
1995 ("Modification") between United Jersey Bank ("Bank") and New Brunswick
Scientific Co., Inc. ("Borrower").
W I T N E S S E T H
WHEREAS, Bank, by its predecessor United Jersey Bank/Central,
N.A., and Borrower entered into an Amended and Restated Loan and Security
Agreement on February 17, 1993, as modified pursuant to a Modification Agreement
dated as of June 1, 1994 (together, the "Loan Agreement"); and
WHEREAS, the Loan Agreement sets forth the terms and
conditions for a Revolving Loan, Equipment Loan and Foreign Exchange Transaction
Loan, as such capitalized terms are more particularly described in the Loan
Agreement; and
WHEREAS, Bank and Borrower desire to (a) extend the date for
payment of the Obligations defined in the Loan Agreement, (b) extend the credit
arrangements under the Loan Agreement, (c) modify the terms of the Equipment
Loan to reduce the interest rate, (d) modify the terms of the Foreign Exchange
Transaction Loan and (e) discharge the Mortgage, so that the Mortgage no longer
forms a part of the Collateral, all as more particularly described below,
NOW, THEREFORE, in exchange for the mutual covenants in this
Modification and for the other good and valuable consideration, receipt of which
is hereby acknowledged, the parties to this Modification agree to the following
terms, conditions and provisions:
1. Capitalized Terms. Capitalized terms used in this
Modification and not expressly defined herein shall have the meaning for such
terms set forth in the Loan Agreement.
2. Amendments to the Revolving Loan.
(A) All indebtedness under the Revolving Loan shall
be payable no later than May 31, 1997, or upon such other date
as determined pursuant to the Loan Agreement, as modified
hereby.
(B) The Bank shall not be required to issue Letters
of Credit under the Revolving Loan after May 31, 1997. Letters
of Credit then outstanding will be reimbursable in accordance
with the terms of their issuance
<PAGE>
3. Amendments to the Equipment Loan.
(A) The Bank shall not be required to make any
advances under the Equipment Loan after May 31, 1997.
(B) From the effective date of this Modification,
interest on the principal amount of the Equipment Loan shall
be calculated at a floating rate equal at all times to fifty
(50) basis points above the Base Rate per annum.
4. Amendments to the Foreign Exchange Transaction Loan.
(A) The Foreign Exchange Transaction Loan Maximum
shall be the principal amount of $2,500,000.00 in the
aggregate, but in no event shall Bank be required to provide
advances in excess of $500,000.00 in the aggregate for Foreign
Exchange Contracts having the same settlement date.
(B) All indebtedness under the Foreign Exchange
Transaction Loan shall be payable in accordance with the terms
of the particular Foreign Exchange Contract to Bank. The final
payment of principal shall be accompanied by payment of all
unpaid accrued interest, fees and expenses, if any. The
Foreign Exchange Transaction Loan shall terminate on May 31,
1997 or upon such earlier date as determined pursuant to the
Loan Agreement, as modified hereby.
(C) Borrower hereby appoints Bank as its agent for
the purpose of purchasing Foreign Exchange Contracts for
Borrower's account. Provided Borrower is otherwise entitled to
a credit extension under the Loan Agreement, as modified
hereby, Bank shall purchase, or cause to be purchased, for the
account of Borrower, Foreign Exchange Contracts as requested
by Borrower. The Bank shall confirm each such Foreign Exchange
Contract in writing in the form of Schedule "A" attached
hereto, a copy of which Borrower agrees to acknowledge and
return to Bank immediately upon receipt. Each Foreign Exchange
Contract shall be on the terms of such confirmation and
subject to the additional specific terms set forth thereon.
<PAGE>
(D) Borrower hereby agrees to pay to Bank the
exchange price for each Foreign Exchange Contract in United
States Dollars at the time of receipt by Bank of the foreign
currency. After the time of such receipt by Bank, interest on
any such amounts for which Borrower has failed to pay, will be
charged in accordance with the Foreign Exchange Transaction
Note. The Bank may offset Foreign Exchange Contracts for the
purchase of a specific foreign currency on a certain date
against contracts for the sale of such specific foreign
currency on the date. Borrower and Bank hereby agree that (i)
if the particular Foreign Exchange Contract is used by
Borrower to purchase inventory in foreign currencies, then on
the delivery date Bank shall automatically charge a demand
deposit account of Borrower maintained with Bank, for the
amount of the Foreign Exchange Contract, (ii) if on the
delivery date, Borrower effects a foreign currency contract
purchase and a corresponding sale of the foreign currency,
then Bank shall charge or credit Borrower's demand deposit
account maintained with Bank for the difference resulting from
the purchase and sale transaction or (iii) if on the delivery
date, Borrower fails to exercise either (i) or (ii) above,
then Bank shall effect a sale of the particular foreign
currency on the delivery date and charge or credit, as
appropriate, Borrower's demand deposit account maintained with
Bank for the difference between the amount stated in the
Foreign Exchange Contract and the sale amount on the delivery
date. The above-referenced demand deposit account shall be
maintained with Bank throughout the term of the Foreign
Exchange Transaction Loan.
(E) The Borrower acknowledges that the obligations
of Bank under the provisions of the Loan Agreement, as
modified hereby, are subject to there being a market in the
foreign currency requested by Borrower, accessible to Bank at
the time of Borrower's request. In the event that such
accessible market does not then exist, Bank will so notify
Borrower on or prior to the date on which such credit
extension was to become effective in accordance with
Borrower's request and Borrower's request relating to the
purchase of Foreign Exchange Contracts for currency for which
such accessible market does not exist shall be void and deemed
not to have been made. The foregoing shall not affect any
request or portion of a request for a credit extension
involving the purchase of Foreign Exchange Contracts for
foreign currency for which an accessible market does exist.
5. Delivery of Renewal Notes. Simultaneously with the
execution of this Modification by Borrower, Borrower has made and delivered to
Bank restatements of the Revolving Note, Equipment Note and the Foreign Exchange
Transaction Note, to evidence the obligation of Borrower to repay all monies at
any time advanced by Bank in connection with, respectively, the Revolving Loan
Equipment Loan and the Foreign Exchange Transaction Loan. Each such note amends
and restates the note it replaces but is not delivered by Borrower in payment,
satisfaction or cancellation of the Obligations evidenced thereby.
<PAGE>
6. Affirmation; Estoppel. Except as expressly modified herein,
all terms and conditions of the Loan Agreement and each of the other Loan
Documents remain in full force and effect. Borrower affirms (a) the extent and
validity of each obligation, (b) that all Loan Documents remain enforceable as
of the date hereof, (c) that payment and performance of all Obligations continue
to be secured by all Collateral, with respect to which this Modification shall
constitute Borrower's grant and re-grant of a security in all Collateral, (d)
that all representations set forth in the Loan Agreement remain true and correct
as if stated on the date hereof, and (e) that Borrower has no knowledge of the
existence of an Event of Default under any Loan Document or an event or
condition that, with notice or passage of time, would constitute an Event of
Default. All Obligations are owed without setoff, right, claim or cause of
action of any nature whatsoever known to Borrower.
7. Conditions Precedent. Bank's performance under this
Modification is conditioned upon:
(A) Updated UCC searches showing no liens on any
other Collateral;
(B) Receipt of an officer's certificate of Borrower
respecting due authorization and authority for the execution,
delivery and performance of this Modification; and
(C) Payment of Bank's counsel's attorney fee
incurred in connection with this Modification.
8. Complete Agreement. This Modification constitutes the
complete, entire final agreement of the parties regarding the subject matter
hereof and supersedes all prior agreements regarding the subject matter hereof.
<PAGE>
9. Jury Trial Waiver. IN ANY LITIGATION RELATING TO THIS
MODIFICATION, BANK AND BORROWER EACH WAIVE THEIR RIGHT TO TRIAL BY JURY. BANK
AND BORROWER ACKNOWLEDGE THAT THEY HAVE CONSULTED WITH THEIR RESPECTIVE COUNSEL
SPECIFICALLY ON THE RAMIFICATIONS OF WAIVING THE RIGHT TO TRIAL BY JURY PRIOR TO
AGREEING TO THIS PROVISION.
IN WITNESS WHEREOF, Bank and Borrower have caused this
Modification to the Loan Agreement to be executed as of the day and year first
above written.
BORROWER:
ATTEST: NEW BRUNSWICK SCIENTIFIC CO., INC.
a New Jersey corporation
By:
- ----------------------------- ------------------------------------
Name: Name:
Title: Title:
BANK:
ATTEST: UNITED JERSEY BANK
By:
- ----------------------------- ------------------------------------
Name: Name:
Title: Title:
<PAGE>
Independent Auditors' Consent
The Board of Directors
New Brunswick Scientific Co., Inc.
We consent to incorporation by reference in the registration statement (No.
33-70452) on Form S-8 of New Brunswick Scientific Co., Inc. of our report dated
February 12, 1996, relating to the consolidated balance sheets of New Brunswick
Scientific Co., Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, shareholders' equity, and cash
flows and related schedule for each of the years in the three-year period ended
December 31, 1995, which report appears in the December 31, 1995 annual report
on Form 10-K of New Brunswick Scientific Co., Inc..
/s/ KPMG PEAT MARWICK LLP
------------------------------------
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
March 4, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 6,382,000
<SECURITIES> 0
<RECEIVABLES> 9,135,000
<ALLOWANCES> 0
<INVENTORY> 12,692,000
<CURRENT-ASSETS> 29,977,000
<PP&E> 5,237,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,685,000
<CURRENT-LIABILITIES> 6,469,000
<BONDS> 0
225,000
0
<COMMON> 0
<OTHER-SE> 27,956,000
<TOTAL-LIABILITY-AND-EQUITY> 35,685,000
<SALES> 39,085,000
<TOTAL-REVENUES> 39,085,000
<CGS> 23,919,000
<TOTAL-COSTS> 37,851,000
<OTHER-EXPENSES> (221,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55,000
<INCOME-PRETAX> 1,400,000
<INCOME-TAX> 228,000
<INCOME-CONTINUING> 1,172,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,172,000
<EPS-PRIMARY> .33
<EPS-DILUTED> .00
</TABLE>
