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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-22089
(Check One)
[ ] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For the period ended March 31, 1998
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended _____________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant: Brunswick Technologies, Inc.
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Former name if applicable:
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Address of principal executive office (Street and Number): 43 Bibber Parkway
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City, State and Zip Code: Brunswick, Maine 04011
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PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
|X| (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the
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prescribed due date; or the subject quarterly report or transition report on
Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
| | (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof
could not be filed within the prescribed time period. (Attach extra sheets if
needed).
The delay in the filing of the Form 10-Q for the period ended March 31,
1998 could not be eliminated without unreasonable effort or expense due to the
recent departure from the company of its Chief Financial Officer and the
subsequent appointment of an Interim Chief Financial Officer.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Alan Chesney, Interim
Chief Financial Officer (207) 729-7792
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(Name) (Area Code and Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
or the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
SEE EXHIBIT A ATTACHED HERETO.
Brunswick Technologies, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 15, 1998 By: /s/ Alan Chesney
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Alan Chesney, Interim Chief Financial Officer
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EXHIBIT A
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FORM 12b-25
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BRUNSWICK TECHNOLOGIES, INC. ("THE COMPANY")
First quarter 1998 versus fourth quarter 1997 and first quarter 1997
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Domestic and international net sales in the first quarter 1998 were up 20.6%
over the previous quarter for Brunswick Technologies, Inc. ("the Company").
March was a record month domestically and was the first month BTI-Europe's
results were consolidated. On a domestic basis, net sales were up 11.9% over the
previous quarter despite a slow start as several projects and conversions using
the Company's products continued to be somewhat delayed in the first half of the
quarter but accelerated in March. Compared to the same quarter last year, net
sales were up 23.4% and 14.5% for total and domestic sales, respectively.
Gross margin increased from 22.6% to 24.2% in the quarter compared to the
previous quarter on a fully consolidated basis while on a domestic basis, it
increased slightly less to 23.9%. The increase primarily reflects the recovery
from lower margins in the fourth quarter of 1997 which were somewhat depressed
due to slower growth in sales and previously reported year end adjustments.
Comparing first quarter 1998 to the same period last year, gross margin was
25.7% in the first quarter of 1997 compared to 1998's domestic gross margin of
23.9%. Both material cost and direct labor are running higher than previously.
Material cost was adversely affected by the suitability problems of some lower
cost input supplied by a glass manufacturer. The manufacturer appears to have
rectified the situation and it is expected that the higher costs will reverse
themselves later in the year as the new supply comes on line. Direct labor,
however, is running somewhat high, particularly in Maine, due primarily to the
tight labor markets which have forced the use of higher cost temporary workers.
Operating income totaled $536,000 for the quarter, or 5.7% of sales. On a
domestic basis, operating income was 5.0% of sales, up significantly from Q4
1997 but off from the same period last year when it reached 7.4%. Shipping
expense is up slightly to 4.4% of net sales due primarily to increased exports
from Maine. Selling expenses are in line with expectations and historical levels
but general and administrative expenses continue to run higher than desired due
in large part to the cost of professional fees associated with mandated SEC
filings and investor relations. These annual costs were not fully reflected in
the first quarter of 1997 as the Company went public in February, 1997 when most
similar costs were netted against the proceeds of the IPO.
R&D expense dropped significantly in the first quarter however this can
fluctuate based on the level of R&D samples which happen to be run and the
development cycle of new manufacturing equipment during a given period.
Amortization of goodwill increased due to the one month's activity of BTI-Europe
(on a quarterly basis going forward, this number will be somewhat higher when a
full three months of BTI-Europe is factored in) and the amortization of
technology which was acquired in conjunction with the acquisition.
Significantly, net income increased both on a consolidated basis and on a
domestic basis when compared to both Q4 1997 and the same period last year. This
occurred despite lower interest and other income in the quarter. Likewise, fully
diluted EPS increased when compared to the same periods, despite a greater
number of common shares (and equivalents) outstanding and reached $.08/share.
The consolidated balance sheet at March 31, 1998, reflects a dramatically
different picture from that of fiscal year ending December 31, 1997. Most
significantly was the acquisition of BTI-Europe and associated
"Euro-Technology". This served to consume substantially all of the remaining
proceeds from the 1997 IPO. In addition, working capital needs domestically and
internationally increased during the quarter reflecting strong sales activity in
March (and in April) as inventory and accounts receivable grow, and also a
higher number of export sales from the US which carry longer terms than domestic
sales. As a consequence, intermittent short term borrowings became necessary
during the quarter. The Company has received a renewal of its commitment from a
bank for the $4.0 million unsecured line of credit to cover short term cash
needs. Internally generated cash is expected to be sufficient to meet the
Company's needs throughout the remainder of the year.
