<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 March 31, 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 Parkway, 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.
INDEX
PAGE NO.
PART I. Financial information.
Item 1. Financial Statements
Consolidated statements of income for the three months
ended March 31, 1998 and 1997. 3
Consolidated balance sheets as of March 31, 1998
and December 31, 1997. 4
Consolidated statements of cash flows for the three months
ended March 31, 1998 and 1997. 5
Consolidated statement of Comprehensive Income for the
three months ended March 31, 1998 and 1997. 6
Notes to consolidated financial statements. 7-8
Report of Independent Accountants. 9
Item 2. Management's 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 6. Exhibits and Reports on Form 8-K. 11
Signatures 11
2
<PAGE> 3
BRUNSWICK TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except share information)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31
----------------------
1998 1997
------- -------
Unaudited
<S> <C> <C>
Net Sales ................................................... $ 9,048 $ 7,332
Cost of goods sold (raw material purchased from a stockholder
amounted to $1,958 in 1998 and $1,991 in 1997).......... 6,856 5,448
------- -------
Gross Profit ...................................... 2,192 1,884
Selling, general and administrative expenses ................ 1,495 1,232
Research and development expenses............................ 160 107
------- -------
Operating income .................................. 537 545
------- -------
Other Income (expense):
Interest income......................................... 51 54
Interest expense ....................................... (3) (162)
Miscellaneous, net ..................................... 68 33
------- -------
116 (75)
------- -------
Income before income tax .......................... 653 470
Income tax expense .......................................... 235 183
------- -------
Net income ........................................ 418 287
------- -------
Preferred stock dividend .................................... -- (51)
Accretion of preferred stock redemption value ............... -- (5)
------- -------
Net income attributable to common stock ..................... $ 418 $ 231
======= =======
Basic:
Earnings per share ................................. $ 0.08 $ 0.09
Weighted average common shares outstanding ......... 5,150 2,663
Diluted
Earnings per share ................................. $ 0.08 $ 0.07
Weighted average common shares outstanding ......... 5,466 4,280
</TABLE>
The accompanying notes are an integral part of the financial statements
3
<PAGE> 4
BRUNSWICK TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands except share information)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
-------- --------
Unaudited
<S> <C> <C>
ASSETS
Current Assets:
Cash ................................................................ $ 484 $ 353
Marketable securities available for sale ............................ -- 6,607
Accounts receivable, net of allowance for doubtful
accounts of $49 in 1998 and $46 in 1997 ......................... 5,708 2,909
Inventories ......................................................... 4,896 3,308
Deferred income taxes ............................................... 180 179
Other current assets ................................................ 653 354
-------- --------
Total current assets .............................................. 11,921 13,710
Property, plant & equipment
Land and building ................................................... 957 937
Furniture and fixtures .............................................. 521 458
Leasehold Improvements .............................................. 89 81
Machinery and equipment ............................................. 8,210 6,375
Machine under construction .......................................... 326 231
Vehicles ............................................................ 92 92
Management information system ....................................... 241 102
-------- --------
10,436 8,276
Less accumulated depreciation and amortization ...................... (2,160) (2,003)
-------- --------
Net property, plant and equipment ............................... 8,276 6,273
-------- --------
Due from shareholder ..................................................... 51 70
Investment in European Technology (net of accumulated
amortization of $12) ............................................ 2,224 --
Other assets (net of accumulated amortization for patents of
$3 and $1 in 1998 and 1997, respectively) ....................... 102 124
Goodwill (net of accumulated amortization of $377 and $322 in 1998
and 1997, respectively) ......................................... 5,804 5,039
-------- --------
Total assets ........................................ $ 28,378 $ 25,216
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Note payable to bank ................................................ $ 113 $ --
Current installments of long-term debt .............................. 100 100
Due to stockholder .................................................. 412 84
Accounts payable-trade .............................................. 2,370 538
Accrued expenses .................................................... 808 514
Income taxes payable ................................................ 203 130
-------- --------
Total current liabilities 4,006 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 -- --
Cumulative translation adjustment ................................... 69 --
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)
Accumulated deficit ................................................. (1,065) (1,484)
-------- --------
Total shareholders' equity ........................................ 23,749 23,227
-------- --------
Total liabilities and shareholders' equity ................. $ 28,378 $ 25,216
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE> 5
BRUNSWICK TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands except share information)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31
1998 1997
------- --------
Unaudited
<S> <C> <C>
Cash Flows from operating activities:
Net income ............................................................. $ 418 $ 287
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization ...................................... 254 211
Deferred taxes ..................................................... -- (1)
Changes in assets and liabilities:
(Increase) in accounts receivable ................................. (1,442) (426)
(Increase) in inventories ......................................... (907) (216)
Decrease in refundable income taxes ............................... -- 21
(Increase) in other current assets ................................ (11) (85)
Decrease in due from stockholder .................................. 19 --
Increase (decrease) in due to stockholder ......................... 328 (847)
Increase (decrease) in accounts payable
and accrued expenses ............................................. 1,014 (702)
Increase in income taxes payable .................................. 31 131
------- --------
Net cash (used in) operating activities............ .......... (296) (1,627)
------- --------
Cash flows from investing activities:
Acquisition of Tech Textiles, net of cash acquired, including
including technology ................................................. (5,993) --
Sale of marketable securities .......................................... 6,607 --
Purchases of property, plant and equipment ............................. (338) (113)
Decrease in other assets ............................................... 22 --
------- --------
Net cash provided by (used in) investing activities .......... 298 (113)
------- --------
Cash flows from financing activities:
Decrease in bank overdraft ............................................. -- (75)
Net proceeds (repayments) under line of credit ......................... 113 (1,180)
Issuance of common stock, net of issuance cost ......................... -- 14,304
Repayment of long-term debt ............................................ -- (5,083)
Proceeds from exercise of common stock options and warrants ............ 11 --
------- --------
Net cash provided by financing activities .................... 124 7,966
------- --------
Net effect of currency exchange rates changes on cash ........ 5 --
------- --------
Net increase in cash ......................................... 131 6,226
Cash at beginning of period ................................................. 353 355
------- --------
Cash at end of period ....................................................... $ 484 $ 6,581
======= ========
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
5
<PAGE> 6
BRUNSWICK TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in thousands except share information)
<TABLE>
<CAPTION>
For the Three Months Ended
March
-----------------
1998 1997
---- ----
Unaudited
<S> <C> <C>
Net income ........................................... $418 287
Foreign currency translation adjustments ........ 69 --
---- ----
Comprehensive income ................................. $487 $287
==== ====
</TABLE>
The accompanying notes are an integral part of the financial statements
6
<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's 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's 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 March 31,
1998.
C. INVENTORIES
Inventories consist of the following components:
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
------ ------
(in thousands)
<S> <C> <C>
Raw materials $1,391 $ 752
Work-in-process 753 706
Finished goods 2,752 1,850
------ ------
$4,896 $3,308
====== ======
</TABLE>
7
<PAGE> 8
D. NEW ACCOUNTING PRONOUNCEMENTS
In June 30, 1997, FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which requires separate reporting of changes to stockholders equity,
and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which revised existing guidelines for financial reporting for the
Company's operations. Both statements are effective for fiscal years beginning
after December 15, 1997. In accordance with SFAS No. 130, the Company has
presented a separate "Statement of Comprehensive Income". 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.
E. EARNINGS PER SHARE
The following is a reconciliation of the numerators and denominators of
the basic and diluted earnings per share calculations:
<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 $ 418 5,150 $ .08 $ 231 2,662 $0.09
Effect of dilutive securities:
Conversion of Preferred -- -- 56 1,134
Conversion of Stock Options -- 316 -- 484
--------- --------- --------- ---------
Diluted EPS $ 418 5,466 $ 0.08 $ 287 4,280 $0.07
========= ========= ========= =========
</TABLE>
F. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the
presentation used in the 1998 financial statements.
8
<PAGE> 9
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Brunswick Technologies, Inc.
We have reviewed the accompanying consolidated balance sheet of
Brunswick Technologies, Inc. and subsidiary as of March 31, 1998, and the
related consolidated statements of income, cash flows and comprehensive income
for the three month periods ended March 31, 1998 and 1997. 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. We previously audited and
expressed an unqualified opinion on the Company's consolidated financial
statements for the year ended December 31, 1997 (not presented herein). In our
opinion, the information set forth in the accompanying balance sheet as of
December 31, 1997, is fairly stated in all material respects, in relation to the
statement of financial position from which it has been derived.
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/Coopers & Lybrand L.L.P.
Portland, Maine
May 9, 1998
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
First quarter 1998 compared to first quarter 1997
Consolidated net sales in the first quarter 1998 were up 23.4% over the
same quarter last year. The quarter began somewhat slowly as delays of several
projects and conversions using the Company's products continued into the
beginning of the year. Activity accelerated in March however, resulting in
increased net sales. One month's activity of BTI-Europe, the Company's wholly
owned subsidiary, also contributed to the increase in volume.
Gross margin in the first quarter 1998 was 24.2 %, down slightly from
the 25.7% gross margin posted in the first quarter 1997. Both material cost and
direct labor are running higher than the previous quarter. 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 $537,000 for the quarter, or 5.9% of sales,
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 sales. Selling
expenses are in line with expectations and historical levels but general and
administrative expenses continue to run higher than last year 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.
R&D expense increased in the first quarter 1998 compared to the same
period last year. This reflects the Company's ongoing investment in new process
and product technologies.
Net income increased 81% from the same period last year due primarily
to reduced interest expense during the quarter. Diluted earnings per share of
$.08/share increased 14% for the first quarter compared to the same period last
year, despite a greater number of weighted average common shares (and
equivalents) outstanding.
BALANCE SHEET AND LIQUIDITY
March 31, 1998 compared to December 31, 1997
The consolidated balance sheet at March 31, 1998, reflects a
dramatically 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 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 quarter reflecting strong sales activity in
March as inventory and accounts receivable grew, but 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. Cash
generated from operations is expected to be sufficient to meet the Company's
needs throughout the remainder of the year.
10
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibit 27. Financial data schedule.
b) On March 13, 1998, the Company filed a Form 8-K to report under Item 2
the acquisition of Tech Textiles International Ltd. which occurred on
March 2, 1998. Financial statements filed were:
a. Financial statements of businesses acquired:
Audited financial statements of Tech Textiles International Limited
for the year ended December 31, 1997 and the year ended December
31, 1996.
b. Pro forma financial information:
Unaudited pro forma consolidated financial information for the
Company for the fiscal year ended December 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Brunswick Technologies, Inc.
By: /s/ Alan M. Chesney
--------------------------
Alan M. Chesney
Interim Chief Financial Officer and Treasurer
(Principal financial and accounting officer)
Date: May 20, 1998
11
<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 three months ended March 31, 1998 and March 31, 1997 and is qualified in its
entirety by reference to such financial statements. Amounts are rounded to
thousands (except for per share amounts).
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 484
<SECURITIES> 0
<RECEIVABLES> 5,757
<ALLOWANCES> 49
<INVENTORY> 4,896
<CURRENT-ASSETS> 11,921
<PP&E> 10,436
<DEPRECIATION> 2,160
<TOTAL-ASSETS> 28,378
<CURRENT-LIABILITIES> 4,006
<BONDS> 0
0
0
<COMMON> 24,750
<OTHER-SE> 64
<TOTAL-LIABILITY-AND-EQUITY> 28,378
<SALES> 9,048
<TOTAL-REVENUES> 9,048
<CGS> 6,856
<TOTAL-COSTS> 1,655
<OTHER-EXPENSES> (119)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3
<INCOME-PRETAX> 653
<INCOME-TAX> 235
<INCOME-CONTINUING> 418
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 418
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.08
</TABLE>
