<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant To Section 13 Or 15(d) of the Securities
- --- Exchange Act of 1934
For the quarterly period ended June 30, 1998.
Transition Report Pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For the transition period from ______ To ______.
Commission File Number 0-22089
BRUNSWICK TECHNOLOGIES, INC.
(Exact Name of Registrant As Specified In Its Charter)
Maine 01-0405052
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
43 Bibber Pkwy., Brunswick, ME 04011
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(207) 729-7792
-----------------
Registrant's telephone number including area code:
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 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.
Yes X No
--- ---
The registrant had 5,161,014 shares of Common Stock, $.0001 par value,
outstanding as of May 14, 1998.
<PAGE> 2
BRUNSWICK TECHNOLOGIES, INC.
<TABLE>
<CAPTION>
INDEX
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Page No.
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<S> <C>
Part I. Financial information.
Item 1. Financial Statements
Consolidated balance sheets as of December 31, 1997
and June 30, 1998. 3
Consolidated statements of income for the three months and six
months ended June 30, 1998 and 1997. 4
Consolidated statements of cash flows for the six months
ended June 30, 1998 and 1997. 5
Consolidated statement of comprehensive income for the three
and six months ending June 30,1998. 6
Notes to consolidated financial statements. 7-8
Report of Independent Accountants. 9
Item 2. Management' Discussion and Analysis of Financial Condition
And Results of Operations. 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk. 11
Part II. Other Information.
Item 4. Submission of Matters to a Vote of Security Holders. 12
Item 6. Exhibits and Reports on Form 8-K. 12
</TABLE>
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<PAGE> 3
BRUNSWICK TECHNOLOGIES, INC.
Consolidated Balance Sheets
(thousands except share information)
<TABLE>
<CAPTION>
June 30 December 31
1998 1997
----------- -----------
ASSETS
------
<S> <C> <C>
Current Assets: (Unaudited)
Cash $ 430 $ 353
Marketable securities available for sale - 6,607
Accounts receivable, net of allowance for doubtful
accounts of $101 in 1998 and $46 in 1997 5,904 2,909
Inventories 4,516 3,308
Deferred income taxes 179 179
Other current assets 290 354
----------- -----------
Total current assets 11,319 13,710
Property, plant and equipment
Land and building 983 937
Furniture and fixtures 580 458
Leasehold Improvements 97 81
Machinery and equipment 8,366 6,375
Machine under contruction 794 231
Vehicles 92 92
Management Information System 312 102
----------- -----------
11,224 8,276
Less accumulated depreciation and amortization (2,380) (2,003)
----------- -----------
Net property, plant and equipment 8,844 6,273
----------- -----------
Due from shareholder 32 70
Investment in European Technology net of accumulated
amortization of $50 in 1998) 2,186 -
Other assets (net of accumulated amortization for patents of $4 and
$1 in 1998 and 1997, respectively) 84 124
Goodwill (net of accumulated amortization of $458 and $322
in 1998 and 1997, respectively) 5,728 5,039
----------- -----------
Total assets $ 28,193 $ 25,216
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Note payable to bank $ 143 $ -
Current installments of long-term debt 100 100
Due to stockholder 464 84
Accounts payable-trade 1,717 538
Accrued expenses 747 514
Income taxes payable 155 130
----------- -----------
Total current liabilities 3,326 1,366
Long-term debt, excluding current installments 253 253
Deferred income taxes 370 370
Shareholders' equity:
Preferred stock $10 par value: 1,000,000 authorized, none outstanding - -
Common stock, $0.0001 par value; 20,000,000 shares authorized,
5,161,014 outstanding in 1998 and 5,146,606 outstanding in 1997 1 1
Additional paid in capital 24,749 24,715
Treasury stock at cost: 3,300 shares in 1998 and 1997 (5) (5)
Cumulative Translation Adjustment 47
Accumulated deficit (548) (1,484)
----------- -----------
Total shareholders' equity 24,244 23,227
----------- -----------
Total liabilities and shareholders' equity $ 28,193 $ 25,216
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements
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<PAGE> 4
BRUNSWICK TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(thousands except per share information)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
30-Jun 30-Jun
------------------ ----------------
1998 1997 1998 1997
------- ------- ------- ------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net Sales $10,968 $8,073 $20,015 $15,405
Cost of goods sold (raw material purchased
from a stockholder
amounted to $2,064 in 1998 and $2,226 in 1997 for the
three months ended June 30, and $4,022 in 1998 and
$4,217 in 1997 for the six months ended June 30) 8,444 5,872 15,299 11,320
------- ------ ------- -------
Gross Profit 2,524 2,201 4,716 4,085
Selling, general and administrative expenses 1,673 1,368 3,168 2,600
Research and development expenses 139 159 299 266
------- ------ ------- -------
Operating income 712 674 1,249 1,219
------- ------ ------- -------
Other Income (expense):
Interest income 12 77 62 132
Interest expense (1) (98) (4) (260)
Miscellaneous, net 75 50 143 82
------- ------ ------- -------
86 29 201 (46)
------- ------ ------- -------
Income before income tax 798 703 1,450 1,173
Income tax expense 280 257 514 441
------- ------ ------- -------
Net income 518 446 936 732
------- ------ ------- -------
Preferred stock dividend - - - (48)
Accretion of preferred stock redemption value - - - (8)
------- ------ ------- -------
Net income attributable to common stock $ 518 $ 446 $ 936 $ 676
======= ====== ======= =======
Basic:
Earnings per share $ 0.10 $ 0.10 $ 0.18 $ 0.19
Weighted average common shares outstanding 5,161 4,551 5,156 3,607
Diluted:
Earnings per share $ 0.10 $ 0.09 $ 0.17 $ 0.16
Weighted average common shares outstanding 5,445 5,029 5,456 4,655
</TABLE>
The accompanying notes are an integral part of the financial statements
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<PAGE> 5
BRUNSWICK TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands except for share information)
<TABLE>
<CAPTION>
For the Six Months Ended
30-Jun
1998 1997
-------- ---------
Unaudited
<S> <C> <C>
Cash Flows from operating activities:
Net income $ 936 $ 732
Adjustments to reconcile net income to net provided
by (used in) operating activities:
Depreciation and amortization 575 385
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (1,642) 403
Increase in inventories (530) (318)
Decrease in refundable income taxes - 21
(Increase) decrease in other current assets 342 (187)
Decrease in due from stockholder 37 -
Increase (decrease) in due to stockholder 380 (810)
Increase (decrease) in accounts payable
and accrued expenses 315 (1,419)
Increase (decrease) in income taxes payable (17) 376
-------- --------
Net cash provided by (used in) operating activities 396 (817)
-------- --------
Cash flows from investing activities:
Acquisition of Tech Textiles, net of cash acquired, including
including technology (5,993) -
Sale (purchase) of marketable securities 6,607 (506)
Purchases of property, plant and equipment (1,129) (274)
Decrease in other assets 39 -
-------- --------
Net cash used in investing activities (476) (780)
-------- --------
Cash flows from financing activities:
Decrease in bank overdraft - (301)
Net proceeds (repayments) under line of credit 143 (1,180)
Issuance of common stock, net of issuance cost - 14,262
Repayment of long-term debt - (5,083)
Proceeds from exercise of common stock options and warrants 11 -
-------- --------
Net cash provided by financing activities 154 7,698
Net effect of currency exchange rates changes on cash 3 -
-------- --------
Net increase in cash 77 6,101
Cash at beginning of period 353 355
-------- --------
Cash at end of period $ 430 $ 6,456
======== ========
Preliminary allocation of purchase price of acquisition of Tech
Textiles International Ltd, net of cash acquired
Working capital, other than cash $ 1,133 $ -
Machinery & equipment 1,804 -
Goodwill 820 -
Technology 2,236 -
-------- --------
Net cash used to acquire Tech Textiles Ltd $ 5,993 $ -
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
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<PAGE> 6
BRUNSWICK TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June June
------------------ ----------------
1998 1997 1998 1997
-------- ------- ------- -------
Unaudited Unaudited
<S> <C> <C> <C> <C>
Net income $ 518 $ 446 $ 936 $ 732
Foreign currency translation adjustments (22) - 47 -
----- ----- ------ ------
Comprehensive income $ 496 $ 446 $ 983 $ 732
===== ===== ====== ======
</TABLE>
The accompanying notes are an integral part of the financial statements
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<PAGE> 7
BRUNSWICK TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading. In the opinion of
management, the amounts shown reflect all adjustments necessary to present
fairly the financial position and results of operations for the periods
presented. All such adjustments are of a normal recurring nature. The year-end
consolidated balance sheet was derived from audited financial statements, but
does not include all disclosures required by generally accepted accounting
principles. It is suggested that the financial statements be read in conjunction
with the financial statements and notes thereto included in the Company' latest
annual report.
Foreign Currency Translation
All assets and liabilities of foreign operations are translated into U.S.
dollars at period end exchange rates. Income and expense items are translated at
average exchange rates during the period. Foreign exchange gains and losses
arising from transactions are reflected in net income.
B. ACQUISITION OF TECH TEXTILES INTERNATIONAL LTD.
On March 2, 1998 the Company acquired the business and assets of Tech
Textiles International Ltd. (TTI) based in Andover, UK from T&N plc, for
approximately $5.9 million in cash. The acquisition was made by the Company and
through the Company' recently formed wholly owned subsidiary in the UK,
Brunswick Technologies Europe Ltd. ("BTI-Europe") and is being accounted for
using the purchase method of accounting. A preliminary allocation of the
purchase price has been made to the assets and technology acquired. The
operations of BTI-Europe have been included in financial results of the Company
since March 2, 1998 and have been consolidated for the period ending June 30,
1998.
C. INVENTORIES
Inventories consist of the following components:
June 30, December 31,
1998 1997
--------------------------------
(in thousands)
Raw materials $ 1,212 $ 752
Work-in-process 878 706
Finished goods 2,425 1,850
$ 4,516 $ 3,308
============ ================
D. NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which revised existing guidelines for
financial reporting of segment information. SFAS No. 131 is required to be
adopted for the fiscal year end reporting as of December 31, 1998. The Company
has not determined what effect, if any, this will have on its financial
statements.
In March 1998, the American Institute of Certified Public Accountants'
Accounting Standards Executive Committee issued Statement of Position ("SOP")
98-1, "Accounting for the Costs of Computer Software Developed or Obtained for
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<PAGE> 8
BRUNSWICK TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Internal Use." The requirements of SOP 98-1 will be adopted for the Company's
fiscal year ending December 31, 1998 and are not expected to have a material
effect on the Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and reporting
standards for derivative instruments, including certain derivatives embedded in
other contracts, and for hedging activities. SFAS 133 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. The accounting
for changes in the fair value of a derivative under SFAS 133 depends on the
intended use of the derivative and its hedging designation. SFAS 133 is required
to be adopted for the Company's year ending December 31, 2000 and the Company
has not yet determined the impact SFAS 133 will have on its results of
operations, liquidity or financial position.
E. EARNINGS PER SHARE
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share calculations:
Three months ending June 30, 1998
<TABLE>
<CAPTION>
(in thousands except per share information)
1998 1997
Net Per Net Per
Income Shares Share Income Shares Share
------------------------------------------ -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS $ 518 5,161 $ 0.10 $ 446 4,551 $ 0.10
Effect of dilutive securities:
Conversion of stock options - 284 - 478
-------- ------ -------- -----
Diluted EPS $ 518 5,445 $ 0.10 $ 446 5,029 $ 0.09
======== ====== ======== =====
Six months ending June 30, 1998
(in thousands except per share information)
1998 1997
Net Per Net Per
Income Shares Share Income Shares Share
------------------------------------------ --------------------------------------
Basic EPS $ 936 5,156 $ 0.18 $ 676 3,607 $ 0.19
Effect of dilutive securities:
Conversion of stock options
and preferred stock - 300 56 1,048
-------- ----- -------- ------
Diluted EPS $ 936 5,456 $ 0.17 $ 732 4,655 $ 0.16
======== ===== ======== ======
</TABLE>
F. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the
presentation used in the 1998 financial statements.
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<PAGE> 9
REPORT OF INDEPENDENT ACCOUNTANTS
August 4, 1998
To the Board of Directors and Shareholders of
Brunswick Technologies, Inc.
We have reviewed the accompanying consolidated balance sheet of Brunswick
Technologies, Inc. and Subsidiaries as of June 30, 1998, and the related
consolidated statements of income, and comprehensive income for the three month
and six month periods ended June 30, 1998 and 1997, and the consolidated
statements of cash flow for the six month period then ended. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
/s/ PRICEWATERHOUSE COOPERS L.L.P.
Portland, Maine
-9-
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
- ---------------------
For the three month period ended June 30, 1998 net income rose 16% over the same
period last year and 24% over the first quarter of 1998. Fully diluted earnings
per share of $.10 increased 10% from the same period last year and the first
quarter of 1998. The results of operations for 1998 include the operations of
Brunswick Technologies Europe Ltd. ("BTI-Europe", formerly known as Tech
Textiles International, Ltd.) which was acquired on March 2, 1998.
Net revenues increased 36% in the second quarter over the second quarter of 1997
and 21% compared to the first quarter of 1998. While some of this growth is a
result of the inclusion of BTI-Europe's operations, revenues in the U.S.
continued to grow at a healthy 18% rate over the previous year and 11% over the
first quarter. Despite the growth in revenues, gross margin in the quarter
slipped 4.3% from 27.3% to 23.0% of net revenues. This was primarily a result of
lower than anticipated production in the Brunswick, Maine plant which served to
push up overhead and direct labor costs which were further aggravated by a
decline in finished goods inventory during the period and a tight labor market
particularly in Maine. SG&A and R&D expenses dropped moderately as a percentage
of sales but the decline was insufficient to offset the lower gross margin. As a
result, operating income in the quarter grew 5.7% compared to the same period
last year but slipped as a percentage of net revenues to 6.5% from 8.3% in 1997.
Interest income was also lower compared to the previous year as the remaining
proceeds from the Company's 1997 IPO were invested in operating assets through
the acquisition of BTI-Europe rather than in marketable securities. Interest
expense, net of capitalized interest, continues to be relatively low during the
quarter compared to the previous year as the majority of the debt assumed in
1996 from the acquisition of Advanced Textiles, Inc. from Burlington Industries
was either repaid or converted into common stock in 1997. Miscellaneous income
is primarily made up of cash discounts received from raw stock vendors and
reimbursements under government technology initiatives and grew 50% during the
quarter over the previous year.
Financial Condition
- -------------------
June 30, 1998 compared to December 31, 1997
- -------------------------------------------
The consolidated balance sheet at June 30, 1998 continues to reflect a
significantly different picture from that of fiscal year ending December 31,
1997. The Company's long term debt was substantially reduced in 1997 through
repayment and conversion into common stock. Most significant was the Company's
acquisition of BTI-Europe and associated "Euro-Technology" which occurred in the
first quarter of 1998 which served to consume substantially all of the remaining
proceeds from the 1997 IPO. In addition, working capital needs domestically and
internationally increased during the first six months reflecting increased sales
activity in the quarter as inventory and accounts receivable grew. Intermittent
short term borrowings continued to be necessary during the quarter. The Company
has renewed its $4.0 million unsecured line of credit with a bank to cover short
term cash needs. Cash generated from operations is expected to be sufficient to
meet the Company's needs throughout the remainder of the year.
Year 2000 Disclosure
- --------------------
The Company is currently installing a new, fully integrated Enterprise Resource
Planning (ERP) system supplied by a third party vendor. The system is warranted
to be Year 2000 compliant and current plans call for domestic installation to be
completed by the end of 1998 with installation in BTI-Europe by June 30, 1999.
The decision to invest in the ERP was driven by the need for an enhanced,
integrated management information system to support continued growth and not
specifically due to Year 2000 compliance exposure. Substantially all external
costs incurred to date have been capitalized under Management Information
Systems which totaled $311,700 as of June 30, 1998. Substantially all internal
costs of the installation are expensed as incurred and are not segregated for
reporting purposes. Additional external costs of completion are estimated to be
$200,000 domestically and $100,000 in the UK. A portion of this cost will be
capitalized and a portion expensed in accordance with appropriate regulatory
authorities and accounting principles.
The Company is in the process of assessing its Year 2000 exposure as it pertains
to manufacturing process control, physical plant environmental control, key
outside vendor and key customer Year 2000 compliance programs. This review is
expected to be
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<PAGE> 11
completed by the end of 1998 and plans to address areas of particular concern
are expected to be finalized by March 31, 1999. At this time, the Company is
unable to determine the possible cost of correcting any deficiencies found
during the review.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable
-11-
<PAGE> 12
PART II
OTHER INFORMATION
Item 5. Submission of Matters to a Vote of Security Holders.
(a) The Company held an annual meeting of shareholders on May 13, 1998.
(b) Not required.
(c) Set forth below is a brief description of each matter voted upon at
the meeting, including number of votes cast for, against or withheld, as well as
the number of abstentions and broker non-votes as to each such matter and
including a separate tabulation with respect to each nominee for office:
Number of Shares
----------------
1. Election of Directors. For Withheld Authority
--- ------------------
Martin S. Grimnes 4,167,703 17,135
William M. Dubay 4,167,303 17,535
David M. Coit 4,167,353 17,485
Donald R. Hughes 4,168,053 16,785
Max G. Pitcher 4,168,053 16,785
David E. Sharpe 4,167,653 17,185
Peter N. Walmsley 4,167,453 17,385
2. To ratify the appointment of Coopers & Lybrand L.L.P. (now
Pricewaterhouse Coopers L.L.P.) as independent auditors of the Company:
Number of Shares
----------------
For: 4,163,305
Against: 7,100
Abstain: 14,433
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27. Financial data schedule.
(b) A report on Form 8-K dated May 18, 1998 was filed during the quarter
ended June 30, 1998.
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<PAGE> 13
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.
Brunswick Technologies, Inc.
By:/s/ Alan M. Chesney
-------------------------------------
Alan M. Chesney
Chief Financial Officer and Treasurer
(Principal financial and accounting officer)
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BRUNSWICK
TECHNOLOGIES, INC.'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR
THE SIX MONTHS ENDED JUNE 30, 1998 AND JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. AMOUNTS ARE ROUNDED TO
THOUSANDS (EXCEPT FOR PER SHARE AMOUNTS).
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 430
<SECURITIES> 0
<RECEIVABLES> 6,005
<ALLOWANCES> 101
<INVENTORY> 4,516
<CURRENT-ASSETS> 11,319
<PP&E> 11,224
<DEPRECIATION> 2,380
<TOTAL-ASSETS> 28,193
<CURRENT-LIABILITIES> 3,326
<BONDS> 0
0
0
<COMMON> 24,750
<OTHER-SE> 42
<TOTAL-LIABILITY-AND-EQUITY> 28,193
<SALES> 20,015
<TOTAL-REVENUES> 20,015
<CGS> 15,299
<TOTAL-COSTS> 3,467
<OTHER-EXPENSES> (201)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4
<INCOME-PRETAX> 1,450
<INCOME-TAX> 514
<INCOME-CONTINUING> 936
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 936
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.17
</TABLE>
