NEW BRUNSWICK SCIENTIFIC CO INC
10-Q, 2000-05-15
LABORATORY APPARATUS & FURNITURE
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                       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,  2000     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  5,498,715  Common  shares  outstanding  as  of  May  3,  2000.

                                        1
<PAGE>

                       NEW BRUNSWICK SCIENTIFIC CO., INC.


                                      Index

<TABLE>
<CAPTION>
                                                               PAGE NO.
                                                     -----------------------------
<S>                                                  <C>                            <C>
PART I. FINANCIAL INFORMATION:

  Item 1:

    Consolidated Balance Sheets -
     March 31, 2000 and December 31, 1999                                        3

    Consolidated Statements of Operations -
     Three Months Ended March 31, 2000 and 1999                                  4

    Consolidated Statements of Cash Flows -
     Three Months Ended March 31, 2000 and 1999                                  5

    Consolidated Statements of Comprehensive Loss -
     Three Months Ended March 31, 2000 and 1999                                  6

    Notes to Consolidated Financial Statements                                   7

  Item II:

    Management's Discussion and Analysis of Results
     of Operations and Financial Condition                                       9

PART II. OTHER INFORMATION                                                      13
</TABLE>
                                        2
<PAGE>

               NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (In thousands, except for share and per share data)

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                               March 31,    December 31,
                                                  2000          1999
                                              ------------  -------------
Current Assets                                (Unaudited)
- --------------------------------------------
<S>                                           <C>           <C>

  Cash and cash equivalents                   $      1,969  $       2,111
  Accounts receivable, net                          10,679         13,769
  Refundable income taxes                              114             28
  Deferred income taxes                                 85             85
  Inventories:
    Raw materials and sub-assemblies                 8,100          6,397
    Work-in-process                                  3,284          3,669
    Finished goods                                   5,666          4,931
                                              ------------  -------------
      Total inventories                             17,050         14,997

  Prepaid expenses and other current assets          1,275            897
                                              ------------  -------------

    Total current assets                            31,172         31,887
                                              ------------  -------------

Property, plant and equipment, net                   6,779          7,023
Excess of cost over net assets acquired, net         4,850          4,751
Deferred income taxes                                  153            153
Other assets                                         2,223          2,212
                                              ------------  -------------

                                              $     45,177  $      46,026
                                              ============  =============
</TABLE>

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
<TABLE>
<CAPTION>

Current Liabilities
- -------------------------------------------------------
<S>                                                      <C>       <C>
  Current installments of long-term debt                 $   238   $   236
  Accounts payable and accrued expenses                    8,382     8,293
                                                         --------  --------
    Total current liabilities                              8,620     8,529
                                                         --------  --------

Long-term debt, net of current installments                7,259     7,347
                                                         --------  --------

Other liabilities                                            390       380

Commitments and contingencies

Shareholders' equity:
  Common stock, $0.0625 par value per share,
   authorized 25,000,000 shares; outstanding, 2000
   - 5,494,053; 1999 - 5,344,000; net of shares held in
   treasury, 2000 and 1999 - 473,069                         344       334
  Capital in excess of par                                33,578    32,907
  Accumulated deficit                                     (3,485)   (2,107)
  Accumulated other comprehensive loss                    (1,467)   (1,032)
  Notes receivable from exercise of stock options            (62)     (332)
                                                         --------  --------
    Total shareholders' equity                            28,908    29,770
                                                         --------  --------

                                                         $45,177   $46,026
                                                         ========  ========
See notes to consolidated financial statements.

</TABLE>
                                        3
<PAGE>

               NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Three Months Ended
                                                             March 31,
                                                        --------------------
                                                                2000             1999
                                                        --------------------  -----------

<S>                                                     <C>                   <C>
Net sales                                               $            10,385   $   11,754

Operating costs and expenses:
  Cost of sales                                                       5,729        7,715
  Selling, general and administrative expenses                        4,009        3,670
  Research, development and engineering expenses                      1,910        1,371
                                                        --------------------  -----------

    Total operating costs and expenses                               11,648       12,756
                                                        --------------------  -----------

Loss from operations                                                 (1,263)      (1,002)

Other income (expense):
  Interest income                                                        12           14
  Interest expense                                                     (149)          (2)
  Other income (expense), net                                            (4)           7
  Equity in loss in joint venture company                                (3)         (12)
                                                        --------------------  -----------
                                                                       (144)           7
                                                        --------------------  -----------

Loss before income tax benefit                                       (1,407)        (995)
Income tax benefit                                                      (29)           -
                                                        --------------------  -----------
Net loss                                                $            (1,378)  $     (995)
                                                        ====================  ===========

Basic loss per share                                    $              (.25)  $     (.19)
                                                        ====================  ===========

Diluted loss per share                                  $              (.25)  $     (.19)
                                                        ====================  ===========

Basic weighted average number of  shares outstanding                  5,404        5,260
                                                        ====================  ===========

Diluted weighted average number of  shares outstanding                5,404        5,260
                                                        ====================  ===========

</TABLE>

See  notes  to  consolidated  financial  statements.

                                        4
<PAGE>

               NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                      Three Months Ended
                                                          March 31,
                                                     --------------------
                                                             2000            1999
                                                     --------------------  --------
<S>                                                  <C>                   <C>

Cash flows from operating activities:
Net loss                                             $            (1,378)  $  (995)
Adjustments to reconcile net loss to net cash
 used in operating activities:
  Depreciation and amortization                                      239       259
Change in related balance sheet accounts:
  Accounts receivable                                              2,890       232
  Refundable income taxes                                            (86)      165
  Inventories                                                     (2,129)     (632)
  Prepaid expenses and other current assets                         (392)      (11)
  Accounts payable and accrued expenses                             (319)     (303)
  Advance payments from customers                                    571      (138)
  Other assets                                                       (33)        -
  Other liabilities                                                   10         -
                                                     --------------------  --------
Net cash used in operating activities                               (627)   (1,423)
                                                     --------------------  --------

Cash flows from investing activities:
  Additions to property, plant and equipment                        (139)     (414)
  Sale of equipment                                                    -        15
  Increase in goodwill related to acquisition costs                 (218)        -
                                                     --------------------  --------
Net cash used in investing activities                               (357)     (399)
                                                     --------------------  --------

Cash flows from financing activities:
  Repayment of long-term debt                                        (55)      ( 8)
  Proceeds from issue of common stock under
   stock option plans                                                681       166
  Payments on notes receivable related to exercised
   stock options                                                     270         -
                                                     --------------------  --------
Net cash provided by financing activities                            896       158
                                                     --------------------  --------

Net effect of exchange rate changes on cash                          (54)      (87)
                                                     --------------------  --------
Net decrease in cash and cash equivalents                           (142)   (1,751)
Cash and cash equivalents at beginning of period                   2,111     3,793
                                                     --------------------  --------
Cash and cash equivalents at end of period           $             1,969   $ 2,042
                                                     ====================  ========

Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest                                           $               157   $     5
  Income taxes                                                        89         5

</TABLE>

See  notes  to  consolidated  financial  statements.

                                        5
<PAGE>

               NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>




                                            Three Months Ended
                                                March 31,
                                           --------------------
                                                   2000            1999
                                           --------------------  --------
<S>                                        <C>                   <C>

Net loss                                   $            (1,378)  $  (995)

Other comprehensive loss:
  Foreign currency translation adjustment                 (435)     (470)
                                           --------------------  --------

    Net comprehensive loss                 $            (1,813)  $(1,465)
                                           ====================  ========

</TABLE>

See  notes  to  consolidated  financial  statements.

                                        6
<PAGE>
               NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (Unaudited)



Note  1  -  Interim  results:

In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain  all  adjustments  (consisting  only  of  normal  recurring
accruals)  necessary  to  present fairly, its financial position as of March 31,
2000 and the results of its operations and cash flows for the three months ended
March  31,  2000 and 1999.  Interim results may not be indicative of the results
that  may  be  expected  for  the  year.


Note 2 - Segment information as of and for the three months ended March 31, 2000
and  1999:

<TABLE>
<CAPTION>


                                      Laboratory      Drug
                                       Research       Lead        Total
                                       Equipment    Discovery    Segments
                                      -----------  -----------  ----------

<S>                                   <C>          <C>          <C>         <C>
  2000:                      Net sales    $   10,267   $     118   $10,385
    Percentage of sales                     98.9%         1.1%        100%
    Loss from operations                    (528)        (735)     (1,263)
    Total assets (1)                      44,303          874      45,177
    Capital expenditures                     139            -         139
    Depreciation and amortization(1)         239            -         239

  1999:                      Net sales    $   11,754   $       -   $11,754
    Percentage of sales                      100%           -         100%
    Loss from operations                    (362)        (640)     (1,002)
    Total assets (1)                      37,313          139      37,452
    Capital expenditures                     414            -         414
    Depreciation and amortization(1)         259            -         259
<FN>


 (1)     Fixed  assets  and depreciation related to the Drug Lead Discovery segment
are  not allocated to the segment as the assets are owned directly by New Brunswick
Scientific Co., Inc. and are included in the Laboratory Research Equipment Segment.
However, rental expense in lieu of depreciation expense is charged to the Drug Lead
Discovery  segment  which  is  comprised of DGI BioTechnologies, the Company's drug
lead  discovery  operation.
</TABLE>


Note  3  -  Loss  per  Common  share:

Basic  loss per share is calculated by dividing net loss by the weighted average
number  of shares outstanding.  Diluted loss per share is calculated by dividing
net  loss  by  the sum of the weighted average number of shares outstanding plus
the  dilutive  effect  of  stock  options  which have been issued by the Company
unless  the  effect  of  the  stock  options  is  antidilutive.


                                        7
<PAGE>
Note  4  -  Long-term  debt  and  credit  agreement:

On  April  16,  1999, the Company entered into an agreement (the Bank Agreement)
with  First  Union  National  Bank for a three year, $31 million secured line of
credit.  The  Bank  Agreement  provides  the Company with a $5 million revolving
credit facility for both working capital and for letters of credit, a $1 million
Revolving  Line  of  Credit  for  equipment  acquisition purposes, a $15 million
credit line for acquisitions and a $10 million foreign exchange facility.  There
are  no  compensating  balance  requirements  and  any borrowings under the Bank
Agreement  bear  interest  at  various rates based upon a function of the bank's
prime  rate  or  Libor  at  the discretion of the Company.  All of the Company's
domestic  assets,  which  are not otherwise subject to lien have been pledged as
security  for  any  borrowings  under  this  Bank Agreement.  The Bank Agreement
contains  various business and financial covenants including among other things,
a  debt  service  coverage  ratio,  a  net  worth covenant, and a ratio of total
liabilities  to  tangible  net  worth all of which the Company was in compliance
with at March 31, 2000.  At March 31, 2000, $6,698,000 was outstanding under the
Bank  Agreement.

In  November  1999, the Company issued notes in the amount of  250,000 ($392,500
at  the  date  of  acquisition)  in  connection  with the acquisition of the DJM
Cryo-Research  Group.  The  notes bear interest at 6% which are payable annually
and  principal  is payable in five equal annual installments commencing November
2004.  At  March  31,  2000  the  balance  of  the  notes  was  $398,325.

Note  5  -  Consolidated  statements  of  shareholders'  equity:
<TABLE>
<CAPTION>


                                                   Three Months Ended
                                                       March 31,
                                                  --------------------
                                                          2000            1999
                                                  --------------------  --------
(In thousands)
<S>                                               <C>                   <C>
  Balance at beginning of period                  $            29,770   $30,447
  Net loss                                                     (1,378)     (995)
  Other comprehensive loss                                       (435)     (470)
  Issuance of shares under stock option plans                     681       166
  Payments on notes receivable from exercise of
    stock options                                                 270         -
                                                  --------------------  --------

  Balance at end of period                        $            28,908   $29,148
                                                  ====================  ========

</TABLE>

Note  6  -  Stock  dividend

On February 28, 2000, the Company declared a 10% stock dividend, payable May 15,
2000 to shareholders of record as of April 14, 2000.  Upon issuance of the stock
dividend,  all  share  data will be retroactively restated.  Share and per share
amounts  for  March 31, 1999 have been retroactively restated as a result of the
May  14,  1999  stock  dividend.

Note  7  -  Investment  in  Organica,  Inc.

Since  November  1994,  the  Company  has  invested  $950,000  (less  than  a
twenty-percent  interest)  in Organica, Inc. (Organica) which was formed in 1993
to  develop  and  commercialize  various  "environmentally  friendly"  products
produced  via  fermentation processes.  Organica isolates and cultures naturally
occurring microorganisms and fungi and blends them with various nutrient sources
and  carriers  to  create  its  products,  which  are offered as alternatives to
various  hazardous  products.  Organica  has  focused  primarily on natural turf

                                        8
<PAGE>

products, compost accelerators, hydrocarbon remediation products and non-caustic
drain  openers.

As  previously  described in the Company's Annual Report on Form 10-K, the Chief
Executive  Officer  of  Organica,  Inc.  left in the Spring of 1999, after which
operations were consolidated at its Pennsylvania production facility.  There are
continuing  uncertainties  as  to  the future direction of Organica while it has
generated  net  losses.  As  a result of recent developments, Organica now faces
the  possible  departure  of  one or more key employees and part of its customer
base.  The  Company  continues  to  believe  in  the marketability of Organica's
products and is working with Organica's management to develop a plan to make the
Company  successful,  however,  it  is  continuing  to  assess  the  future
recoverability  of  its  investment  in  Organica during this transition period.

Note  8  -  Acquisition

On  November  23, 1999, the Company acquired all of the outstanding common stock
of  DJM  Cryo  Research  Limited  and  the  net  assets  of  DJM  Fabrications
(collectively,  "DJM  Cryo  Research  Group"),  a United Kingdom Corporation and
Partnership  under  common control, respectively, located in Tollesbury, England
(the  Acquisition).  The purchase price consisted of  3.5 million ($5.5 million)
in  cash,  and  250,000  ($392,500) in term notes payable in annual installments
over  a  five year period beginning in November 2004 with 6.00% interest payable
annually.  The  source  of the cash consideration paid was the Company's line of
credit  for  acquisition purposes provided by First Union National Bank, payable
in  monthly installments of $52,513 with 8.14% fixed interest. DJM Cryo Research
Group  is  in the business of designing, developing, and manufacturing ultra-low
temperature  freezers  for laboratories.  The acquisition has been accounted for
by  the  purchase method and, accordingly, the results of operations of DJM Cryo
Research  Group  have  been  included  in  the  Company's consolidated financial
statements  from  November  23, 1999.  The excess of the purchase price over the
fair  value  of net identifiable assets acquired of $4,769,000 has been recorded
as  goodwill  and  is  being  amortized  on a straight-line basis over 25 years.

The  following  unaudited  pro forma financial information presents the combined
results  of  operations  of  the  Company  and DJM Cryo Research Group as if the
acquisition  had  occurred  on  January  1, 1999, after giving effect to certain
adjustments,  including  amortization  of  goodwill,  additional  depreciation
expense,  increased  interest  expense  on  debt related to the acquisition, and
related  income tax effects.  The unaudited pro forma financial information does
not  necessarily  reflect the results of operations that would have occurred had
the  Company and DJM Cryo Research Group constituted a single entity during such
period.
<TABLE>
<CAPTION>



                   Three months ended March 31, 1999
                (in thousands, except per share amount)
<S>             <C>
Net sales       $                                11,788
                ========================================

Net loss        $                                (1,052)
                ========================================

Loss per share  $                                 (0.20)
                ========================================
</TABLE>

                                        9
<PAGE>

               NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION



Forward-looking  statements, within the meaning of Section 21E of the Securities
Exchange  Act  of  1934,  are  made  throughout this Management's Discussion and
Analysis  of  Financial  Condition and Results of Operations.  For this purpose,
any  statements  contained herein that are not statements of historical fact may
be deemed to be forward-looking statements.  Without limiting the foregoing, the
words  "believes,"  "anticipates," "plans," "expects," "seeks," "estimates," and
similar  expressions are intended to identify forward-looking statements.  There
are a number of important factors that could cause the results of the Company to
differ  materially  from  those  indicated  by  such forward-looking statements.

The  following  is  Management's  discussion and analysis of significant factors
that  have  affected  the  Company's  operating  results and financial condition
during  the  quarter  ended  March  31,  2000.


                              Results of Operations
                              ---------------------

Quarter  Ended  March  31,  2000  vs.  Quarter  Ended  March  31,  1999.
- ------------------------------------------------------------------------

For  the  quarter ended March 31, 2000, net sales were $10,385,000 compared with
net  sales  of  $11,754,000  for the quarter ended March 31, 1999, a decrease of
11.6%.  The  net  loss  for  the  2000 quarter of $1,378,000 or $.25 per diluted
share  compared  with  a  net loss of $995,000 or $.19 per diluted share for the
first  quarter  of  1999.

The  decrease  in  sales  for  the  2000  quarter  resulted from shipping delays
primarily related to laboratory shakers, as the backlog increased to $10,327,000
at  March  31,  2000  from  $8,569,000  at  December  31,  1999.   Gross margins
increased during the quarter ended March 31, 2000 to 44.8% from 34.4% during the
quarter  ended March 31, 1999 primarily as a result of the Company's acquisition
of DJM Cryo-Research Limited (DJM) in November 1999 who prior to the acquisition
DJM  was a supplier to the Company.  In addition, the margins on certain product
lines  and  in some market areas were lower than normal during the first quarter
of  1999  and  there  was  a  more  profitable  mix of products sold in the 2000
quarter.

Selling,  general  and  administrative  expenses  increased 9.2% during the 2000
quarter  compared  with  the first quarter of 1999 as a result of normal year to
year  increases  and expenses, including amortization of goodwill related to DJM
which  was  acquired  in  November  1999.

The  increase  of  39.3%  in  research,  development and engineering expenses is
primarily  attributable  to  increased  spending  by  DGI  BioTechnologies,  the
Company's drug lead discovery operation, expenses related to DJM and an increase
in  the  engineering  staff.

Interest  expense increased to $149,000 in the 2000 quarter compared with $2,000
for  the  1999  quarter  as  a  result of borrowings under the Company's line of
credit  for  the  acquisition  of  DJM  and  for  working  capital  purposes.

No  tax  benefit  was  taken  during  the quarter for the losses incurred by the
Company's U.S. operations, however, a tax benefit was provided for the losses of
the  Company's  European  subsidiaries  due  to  those  subsidiaries  ability to
carryback  such  losses  if  necessary.

                                       10
<PAGE>
                                     ------
                               Financial Condition
                               -------------------

Liquidity  and  Capital  Resources
- ----------------------------------

Working  capital  decreased from $23,358,000 at December 31, 1999 to $22,552,000
at  March  31,  2000  and cash and cash equivalents decreased from $2,111,000 at
December  31,  1999  to  $1,969,000 at March 31, 2000.  During the quarter ended
March 31, 2000, accounts receivable decreased to $10,679,000 from $13,769,000 at
December  31,  1999 due to the lower level of net sales in the March quarter and
compared with the quarter ended December 31, 1999.  The cash proceeds related to
the  decrease  in  accounts  receivable  was  partially offset by an increase in
inventories  (raw materials and sub-assemblies) to $17,050,000 at March 31, 2000
compared  with  $14,997,000  at  December 31, 1999.  The increase in inventories
resulted  from  lower  than  planned shipments during the quarter in conjunction
with  a  build cycle anticipated to meet the inflow of orders.  These orders are
being  shipped  in  the  second  quarter  of  the  year  2000.

On  April  16,  1999, the Company entered into an agreement (the Bank Agreement)
with  First  Union  National  Bank for a three year, $31 million secured line of
credit.  The  Bank  Agreement  provides  the Company with a $5 million revolving
credit facility for both working capital and for letters of credit, a $1 million
Revolving  Line  of  Credit  for  equipment  acquisition purposes, a $15 million
credit line for acquisitions and a $10 million foreign exchange facility.  There
are  no  compensating  balance  requirements  and  any borrowings under the Bank
Agreement  bear  interest  at  various rates based upon a function of the bank's
prime  rate  or  Libor  at  the discretion of the Company.  All of the Company's
domestic  assets,  which  are not otherwise subject to lien have been pledged as
security  for  any  borrowings  under  this  Bank Agreement.  The Bank Agreement
contains  various business and financial covenants including among other things,
a  debt  service  coverage  ratio,  a  net  worth covenant, and a ratio of total
liabilities  to  tangible  net  worth all of which the Company was in compliance
with  at  March  31,  2000.

In  November  1999, the Company issued notes in the amount of  250,000 ($392,500
at  the  date  of  acquisition)  in  connection  with the acquisition of the DJM
Cryo-Research  Group.  The  notes bear interest at 6% which are payable annually
and  principal  is payable in five equal annual installments commencing November
2004.  At  March  31,  2000  the  balance  of  the  notes  was  $398,325.

Cash  Flows  from  Operating  Activities
- ----------------------------------------

During the three months ended March 31, 2000 and 1999 net cash used in operating
activities  amounted  to  $627,000  and  $1,423,000,  respectively.  The primary
reasons  for  the  $796,000  net  change  from  1999  to 2000 were a decrease in
accounts receivable in 2000 of $2,890,000 vs. a decrease of $232,000 in 1999 and
an  increase  in  advance  payments  from  customers  of  $571,000 in 2000 vs. a
decrease  of  $138,000  in  1999  partially  offset by (i) a net loss in 2000 of
$1,378,000  compared  with  a  net loss of $995,000 in 1999, (ii) an increase in
refundable  income  taxes of $86,000 in 2000 vs. a decrease of $165,000 in 1999,
(iii)  an  increase  in  inventories  of  $2,129,000  in 2000 vs. an increase of
$632,000  in  1999  and  (iv)  an increase in prepaid expenses and other current
assets  of  $392,000  in  2000  vs.  an  increase  of  $11,000  in  1999.

Cash  Flows  from  Investing  Activities
- ----------------------------------------

Net  cash used in investing activities amounted to $357,000 in 2000 vs. $399,000
in  1999.  The  2000  and  1999  periods consisted of expenditures for property,
plant  and  equipment  and additional goodwill related to additional acquisition
costs  of  DJM  Cryo-Research.


                                       11
<PAGE>
- ------
Cash  Flows  from  Financing  Activities
- ----------------------------------------

Net  cash  provided  by  financing  activities  amounted to $896,000 in 2000 vs.
$158,000  in 1999.  The 2000 and the 1999 periods include $681,000 and $166,000,
respectively,  from  the  exercise of stock options and the 2000 period includes
$270,000  of  repayments on notes receivable related to exercised stock options.
The proceeds in both periods were partially offset by the repayment of long-term
debt.

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  the  funding  commitments  for  DGI  BioTechnologies.


                                  Other Matters
                                  -------------

Recently  Issued  Accounting  Standards
- ---------------------------------------

In  June  1998,  SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities",  was  issued  to  establish  standards  for derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities.  It  requires  that  an entity recognize all derivatives as
either  assets or liabilities in the statement of financial position and measure
those  instruments  at  fair  value.  This  statement  was amended so that it is
effective  for  all quarters of fiscal years beginning after June 15, 2000.  The
Company  does not believe that this statement will have a material impact on the
consolidated  financial  statements.

Drug-Lead  Discovery  Business
- ------------------------------

In October 1995, the Company entered the drug-lead discovery business by forming
a  new  company to develop a novel, small molecule drug discovery platform.  The
company,  DGI  BioTechnologies  (DGI), is majority-owned and fully funded by the
Company  and  occupies  specially  designed  laboratory  space  at the Company's
headquarters  facility  in  Edison,  New  Jersey.  DGI's  operations  have had a
significant  negative  impact  on  the Company's 2000 and 1999 earnings and will
continue  to  do  so.  During  the  three  months ended March 31, 2000 and 1999,
$853,000  and  $640,000, respectively, of research and development expenses were
charged  to  operations.  During  the  2000 period DGI also recorded $118,000 of
revenues  primarily  for  services  rendered related to the research and License
Agreement  with  Novo  Nordisk  A/S.  DGI  is  striving  to  become  financially
self-sufficient  in  2000 and all options are being explored, including pursuing
additional  alliances  as  well  as  actively  seeking  strategic  partners.

Investment  in  Organica,  Inc.
- -------------------------------

Since  November  1994,  the  Company  has  invested  $950,000  (less  than  a
twenty-percent  interest)  in Organica, Inc. (Organica) which was formed in 1993
to  develop  and  commercialize  various  "environmentally  friendly"  products
produced  via  fermentation processes.  Organica isolates and cultures naturally
occurring microorganisms and fungi and blends them with various nutrient sources
and  carriers  to  create  its  products,  which  are offered as alternatives to
various  hazardous  products.  Organica  has  focused  primarily on natural turf
products, compost accelerators, hydrocarbon remediation products and non-caustic
drain  openers.

As  previously  described in the Company's Annual Report on Form 10-K, the Chief
Executive  Officer  of  Organica,  Inc.  left in the Spring of 1999, after which
operations were consolidated at its Pennsylvania production facility.  There are
continuing  uncertainties  as  to  the future direction of Organica while it has
generated  net  losses.  As  a result of recent developments, Organica now faces
the  possible  departure  of  one or more key employees and part of its customer
base.
                                       12
<PAGE>

The  Company  continues  to  believe  in  the marketability of Organica's
products and is working with Organica's management to develop a plan to make the
Company  successful,  however,  it  is  continuing  to  assess  the  future
recoverability  of  its  investment  in  Organica during this transition period.


                                       13
<PAGE>
               NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION



Item  6.   Exhibits  and  Reports  on  Form  8-K
- ------------------------------------------------

The  exhibits  to this report are listed on the Exhibit Index included elsewhere
herein.

No  reports  on Form 8-K have been filed during the quarter ended March 31, 2000

                                       14
<PAGE>
                                   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  15,  2000
                              /s/  David  Freedman
                              --------------------
                              David  Freedman
                              Chairman
                              (Chief  Executive  Officer)




                              /s/  Samuel  Eichenbaum
                              -----------------------
                              Samuel  Eichenbaum
                              Vice  President  -  Finance
                              (Principal  Accounting  Officer)

                                       15
<PAGE>

<TABLE>
<CAPTION>
                                     NEW BRUNSWICK SCIENTIFIC CO., INC. AND SUBSIDIARIES


                                                        EXHIBIT INDEX
                                                        -------------


Exhibit No.  Exhibit.                               Page No.
- -----------  -------------------------------------  --------
<S>          <C>                                    <C>

             Financial Data Schedule
27           (Filed electronically with SEC only)

</TABLE>

                                       16
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000

<S>                                     <C>
<PERIOD-TYPE>                           3-MOS
<FISCAL-YEAR-END>                       DEC-31-2000
<PERIOD-START>                          JAN-01-2000
<PERIOD-END>                            MAR-31-2000
<CASH>                                        1969
<SECURITIES>                                     0
<RECEIVABLES>                                10679
<ALLOWANCES>                                     0
<INVENTORY>                                  17050
<CURRENT-ASSETS>                             31172
<PP&E>                                        6779
<DEPRECIATION>                                   0
<TOTAL-ASSETS>                               45177
<CURRENT-LIABILITIES>                         8620
<BONDS>                                          0
<COMMON>                                       344
                            0
                                      0
<OTHER-SE>                                   28564
<TOTAL-LIABILITY-AND-EQUITY>                 45177
<SALES>                                      10385
<TOTAL-REVENUES>                             10385
<CGS>                                         5729
<TOTAL-COSTS>                                11648
<OTHER-EXPENSES>                                (5)
<LOSS-PROVISION>                                 0
<INTEREST-EXPENSE>                             149
<INCOME-PRETAX>                              (1407)
<INCOME-TAX>                                   (29)
<INCOME-CONTINUING>                          (1378)
<DISCONTINUED>                                   0
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                 (1378)
<EPS-BASIC>                                 (.25)
<EPS-DILUTED>                                 (.25)




</TABLE>


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