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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 June 30, 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.
Former name if applicable:
Address of principal executive office (Street and Number): 43 Bibber Parkway
City, State and Zip Code: Brunswick, Maine 04011
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 quarter ended June 30, 1998 is the first full quarter for which the
Company has been required to consolidate the financial statements of its
recently acquired wholly owned subsidiary, Brunswick Technologies Europe
Limited. Accordingly, the Company requires an extension of time pursuant to Rule
12b-25.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Alan Chesney, 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, consisting of the Company's August 11,
1998 Press Release.
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: August 13, 1998 By: /s/Alan Chesney
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Alan Chesney, Chief Financial Officer
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EXHIBIT A
BRUNSWICK TECHNOLOGIES, INC. - FORM 12b-25
August 11, 1998 Press Release
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For Immediate Release: August 11, 1998
Contact: Lisa Sheprow, 207-729-7792
BRUNSWICK TECHNOLOGIES REPORTS RECORD EARNINGS AND REVENUES FOR
SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 1998
Brunswick, ME - Brunswick Technologies, Inc. (Nasdaq: BTIC), a leading
manufacturer and innovative developer of composite reinforcement materials,
today reported record earnings and revenues for second quarter and six months
ended June 30, 1998. Second quarter revenues reached $10,968,000, up 36% over
the same period last year. Net income for the quarter increased 16% to $518,000,
or $.10 per fully diluted share, up from last year's second quarter of $446,000
or $.09 per share. Results for this quarter were calculated with 8% more shares
outstanding than the prior year's quarter, and include the operations of BTI
Europe, which was acquired in March, 1998.
For the six months ended June 30, 1998, net income rose 28% to
$936,000, or $.17 per fully diluted share compared to $732,000, or $.16 per
share for the same period in 1997. Revenues for the first six months of 1998
grew to $20,015,000, up 30% or $4,610,000 over the first half of 1997.
"BTI continued to achieve record growth and profits in the first half
of 1998 and expects that this trend will continue for the balance of the year,"
stated Martin Grimnes, the company's CEO and Chairman. "We are even more
encouraged with the strength of our base business, particularly marine
conversions, which exceeded BTI expectations in a traditionally slow seasonal
period for the industry.
Also commenting on the quarter was Bill Dubay, BTI's President and COO:
"Although we are pleased with our record results for the quarter, our financial
performance was negatively affected by product mix and capacity issues in our
North American operations. This impacted shipments in our second quarter and
reduced BTI's gross margins. As announced in June, new machine capacity and
capabilities are being added to alleviate this situation."
-more-
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Page 2, BTI Second Quarter 1998
Grimnes added, "Our European expansion strategy continues to deliver
positive results. After an exceptional quarter, BTI Europe has a record backlog
going into the third quarter, a historically slow period in Europe. We have been
able to use our new European presence and distribution channels to develop new
White Steel(R) projects across northern Europe."
On the management front, BTI initiated the implementation of a
state-of-the-art Enterprise Resource Planning software system. North American
operations' financial reporting was successfully converted to the new system
during the second quarter. Phil Harmon, the former Operations Manager in Maine,
has been promoted to Corporate Controller having joined the company more than 6
years ago. He has a B.S. in mechanical engineering and a MBA in finance.
Elizabeth Dufresne, who recently joined the company, now holds his former
position. She comes to this position with more than 8 years in manufacturing
operations with Cooper Industries, a well-known electrical component
manufacturer in Maine. Dufresne has an engineering degree and a MBA.
-end- (see financial tables attached)
Matters discussed in this news release, including any discussion of or impact,
expressed or implied, on the Company's anticipated operating results and future
earnings per share contain forward-looking statements (identified by the words
"estimate", "project", "plans", "believe", "expect" and similar expressions)
that involve known and unknown risks and uncertainties. The Company's operating
results may differ significantly from the results indicated by such
forward-looking statements. Positive effects, and the timing thereof, resulting
from the acquisition, are dependent upon the maintenance by Brunswick
Technologies Europe of TTI's historical revenue and earnings, the Company's
success in cross marketing products and the expansion of current markets.
Brunswick Technologies Europe's success in marketing outside of the United
Kingdom may be adversely affected by the valuation of the pound sterling versus
other European currencies. Any plans to expand production, including any
addition of manufacturing facilities (as to which the Company has no immediate
plans), are dependent upon the growth in product acceptance and the Company"
ability to obtain the necessary capital to build or acquire additional
production facilities. Additionally, the Company's operating results may be
adversely affected by many factors, including but not limited to competition
from both composite and non-composite products, failures in marketing programs,
the inability to assimilate TTI's business, special or unusual events and other
events and other factors that may affect manufacturers in general. These and
other risks are detailed from time to time in the Company's SEC reports,
including the Company's Registration Statement on Form S-1 filed August 23,
1996, and its Form 10K for the year ended December 31, 1996.
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<TABLE>
<CAPTION>
Brunswick Technologies Inc.
Consolidated Statements of Income
(in thousands except earnings per share information)
Unaudited
Three Months Ended Six Months Ended Increase In $
-----------------
June 30 June 30 Three Six
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1998 1997 1998 1997 Months Months
----------- ---------- ----------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales.................................................$10,968 $8,073 $20,015 $15,405 35.9% 29.9%
Cost of goods sold........................................ 8,444 5,872 15,299 11,320
Gross profit...................................... 2,524 2,201 4,716 4,085 14.7% 15.4%
23.0% 27.3% 23.6% 26.5%
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 5.7% 2.5%
6.5% 8.3% 6.2% 7.9%
Other income (expense)
Interest income...................................... 12 77 62 132
Interest expense..................................... (1) (98) (4) (260)
Miscelaneous, net.................................... 75 50 143 82
Income before income taxes........................ 798. 703 1,450 1,173 13.5% 23.6%
7.3% 8.7% 7.2% 7.6%
Income tax expense........................................ 280 257 514 441
Net income........................................ $ 518 $ 446 $ 936 $ 732 16.2% 27.9%
4.7% 5.5% 4.7% 4.8%
Preferred stock dividend.................................. - - - $ 48
Accretion of preferred stock redemption value............. - - - 8
Net income attributable to common stock................... $ 518 $ 446 $ 936 $ 676 16.2% 38.5%
Basic:
Earnings per share................................... $ 0.10 $ 0.10 $ 0.18 $ 0.19 2.5% -4.4%
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 7.3% 9.1%
Weighted average common shares outstanding........... 5,445 5,029 5,456 4,655
</TABLE>
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<TABLE>
<CAPTION>
BRUNSWICK TECHNOLOGIES, INC.
Consolidated Balance Sheets
(Thousands except share information)
June 30, 1998 December 31
1998 1997
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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
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Total current assets .................................................... 11,319 13,710
Property, plant & 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
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11,224 8,276
Less accumulated depreciation and amortization ............................ (2,380) (2,003)
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Net property, plant and equipment ..................................... 8,844 6,273
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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
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Total assets $ 28,193 $ 25,216
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
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
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Total current liabilities ............................................... 3,326 1,366
Long-term debt, excludiing 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)
Cummulative Translation Adjustment......................................... 47
Accumulated deficit ....................................................... (548) (1,484)
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Total shareholders' equity .............................................. 24,244 23,227
----------------------------------------
Total liabilities and shareholders' equity (deficit) $ 28,193 $ 25,216
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