UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On March 10, 2021, Harvard Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the three and twelve months ended December 31, 2020 and the details of a related conference call to be held at 8:00 AM EST on March 10, 2021. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release issued by Harvard Bioscience, Inc. on March 10, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| HARVARD BIOSCIENCE, INC. | ||
| Date: March 10, 2021 | By: | /s/ Michael A. Rossi |
| Michael A. Rossi | ||
| Chief Financial Officer | ||
Exhibit 99.1
Harvard Bioscience Announces Fourth Quarter 2020 Financial Results
Sales effectiveness focus with disciplined cost management results in improved revenues and margins while reducing debt.
| • | Revenue returns to pre-Covid19 levels on strong CRO/pharma sales |
| • | Operating margin increased year-over-year on GAAP and an adjusted basis |
| • | New debt facility significantly reduces annual interest expense |
HOLLISTON, Mass., March 10, 2021 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company”) today announced financial results for the three months and year ended December 31, 2020.
Jim Green, Chairman and CEO said, “Our fourth quarter demonstrated the benefits of our sales effectiveness focus as we delivered revenue at pre-Covid levels, or $31.0 million. Our preclinical product revenue increased 19% over Q4 2019. In addition, we are very pleased to have successfully refinanced our credit facility which is expected to save approximately $3M annually in cash interest based upon current debt levels and provides numerous other enhancements compared to the former facility.”
Green concluded, “With strong CRO/Pharma growth and recovering academic lab sales, we expect revenue to grow 8 to 12% compared to 2020. In addition, exciting new products along with removal of lower value offerings is expected to improve our profit mix, delivering adjusted operating margins in the mid-to-upper teens in 2021. We believe the strong 2020 ending and our focus on growth and new exciting products puts 2021 on plan to creating the growth oriented profitable platform we envisioned.”
| Quarterly Financial Results Summary | Q4'20 | Q3'20 | Q4'19 | |||
| Revenue | $31.0 million | $24.0 million | $31.0 million | |||
| Operating Income (GAAP) | $2.8 million | $0.2 million | $1.6 million | |||
| Adjusted Operating Income | $5.8 million | $3.6 million | $5.6 million | |||
| Operating Margin (GAAP) | 8.9% | 0.8% | 5.3% | |||
| Adjusted Operating Margin | 18.7% | 14.8% | 18.1% | |||
| Diluted (Loss) Earnings Per Share (GAAP) | ($0.02) | ($0.03) | $0.01 | |||
| Adjusted Diluted Earnings Per Share | $0.08 | $0.04 | $0.08 | |||
| Net Debt* | $41.1 million | $41.6 million | $46.7 million | |||
| * Debt outstanding less cash and cash equivalents | ||||||
Please refer to the exhibits below for a reconciliation of certain non-GAAP to GAAP financial measures, including operating income, net income and loss, and diluted earnings per share. Please see “Use of Non-GAAP Financial Information” for additional information regarding our use of such adjusted financial information.
Webcast and Conference Call Details
Harvard Bioscience will be hosting a conference call and webcast today at 8:00 a.m. Eastern Time. You can access the live conference call by dialing the following phone numbers: toll-free 1 (877) 303-7611 or international 1 (970) 315-0445 and referencing the conference ID# 4375572.
The conference call will be simultaneously webcast and can be accessed through the Harvard Bioscience website. A slide presentation that will be referenced during the webcast will be posted to our Investor Relations website shortly before the webcast begins. To listen to the webcast, log on to the webcast at: http://investor.harvardbioscience.com/ and click on the Earnings Call icon.
Use of Non-GAAP Financial Information
In this press release, we have included non-GAAP financial information including adjusted operating income, adjusted net income, and adjusted diluted earnings per share. We believe that this non-GAAP financial information provides investors with an enhanced understanding of the underlying operations of the business. For the periods presented, these non-GAAP financial measures have excluded certain expenses and income primarily resulting from purchase accounting or events that we do not believe are related to the underlying operations of the business such as amortization of intangibles related to acquisitions, costs related to acquisition, disposition and integration initiatives, impairment charges, severance, restructuring and other business transformation expenses, and stock-based compensation expense. They also exclude the tax impact of the reconciling items. This non-GAAP financial information approximates information used by our management to internally evaluate the operating results of the Company. Tabular reconciliations of our adjusted operating income, adjusted net income (loss), and adjusted earnings (loss) per diluted share are included as exhibits below in this press release.
The non-GAAP financial information provided in this press release should be considered in addition to, not as a substitute for, the financial information provided and presented in accordance with GAAP and may be different than other companies’ non-GAAP financial information.
About Harvard Bioscience
Harvard Bioscience is a leading developer, manufacturer and seller of technologies, products and services that enable fundamental research, discovery, and pre-clinical testing for drug development. Our customers range from renowned academic institutions and government laboratories, to the world’s leading pharmaceutical, biotechnology and contract research organizations. With operations in North America, Europe, and China, we sell through a combination of direct and distribution channels to customers around the world.
For more information, please visit our website at www.harvardbioscience.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify these statements by our use of such words as "will," "guidance," "objectives," "optimistic," "potential," "future," "expects," "plans," "estimates," "continue," "drive," "strategy," "potential," "potentially," "growth," "long-term," "projects," "projected," "intends," "believes," "goals," "sees," "seek," "develop" "possible" "new," "emerging," "opportunity," "pursue" and similar expressions that do not relate to historical matters. Forward-looking statements in this press release or that may be made during our conference call may include, but are not limited to, statements or inferences about the Company's or management's beliefs or expectations, the Company's anticipated future revenues and earnings, the strength of the Company's market position and business model, industry outlook, the impact of the COVID-19 pandemic on the Company’s business, the Company's business strategy, the positioning of the Company for growth, the market demand and opportunity for the Company's current products, or products it is developing or intends to develop, and the Company's plans, objectives and intentions that are not historical facts. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Investors should note that many factors, as more fully described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, and in our Quarterly Reports on Form 10-Q issued in 2020 and in our other filings with the Securities and Exchange Commission and as otherwise enumerated herein or therein may cause the Company's actual results to differ materially from those in the forward-looking statements. The forward-looking statements in this press release are qualified by these risk factors. The Company's results may also be affected by factors of which the Company is not currently aware. The Company may not update these forward-looking statements, even though its situation may change in the future, unless it has obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.
For investor inquiries, please contact Michael A. Rossi, Chief Financial Officer at (508) 893-8999.
Exhibit 1
HARVARD BIOSCIENCE, INC.
Consolidated Statements of Operations
(unaudited, in thousands, except per share data)
| Three Months Ended | ||||||||||||
| December 31, 2020 | September 30, 2020 | December 31, 2019 | ||||||||||
| Revenues | $ | 30,984 | $ | 24,037 | $ | 30,972 | ||||||
| Cost of revenues | 13,276 | 10,542 | 13,738 | |||||||||
| Gross profit | 17,708 | 13,495 | 17,234 | |||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing expenses | 5,470 | 4,588 | 5,894 | |||||||||
| General and administrative expenses | 5,681 | 5,399 | 5,545 | |||||||||
| Research and development expenses | 2,349 | 1,949 | 2,645 | |||||||||
| Amortization of intangible assets | 1,452 | 1,377 | 1,457 | |||||||||
| Impairment charges | - | - | 59 | |||||||||
| Total operating expenses | 14,952 | 13,313 | 15,600 | |||||||||
| Operating income | 2,756 | 182 | 1,634 | |||||||||
| Other expense: | ||||||||||||
| Interest expense | (1,094 | ) | (1,205 | ) | (1,281 | ) | ||||||
| Debt extinguishment and related costs | (1,876 | ) | - | - | ||||||||
| Other expense, net | (334 | ) | (392 | ) | (255 | ) | ||||||
| Total other expense | (3,304 | ) | (1,597 | ) | (1,536 | ) | ||||||
| (Loss) income before income taxes | (548 | ) | (1,415 | ) | 98 | |||||||
| Income tax expense (benefit) | 67 | (317 | ) | (452 | ) | |||||||
| Net (loss) income | $ | (615 | ) | $ | (1,098 | ) | $ | 550 | ||||
| (Loss) earnings per common share: | ||||||||||||
| Basic | $ | (0.02 | ) | $ | (0.03 | ) | $ | 0.01 | ||||
| Diluted | $ | (0.02 | ) | $ | (0.03 | ) | $ | 0.01 | ||||
| Weighted average common shares: | ||||||||||||
| Basic | 39,021 | 38,920 | 38,068 | |||||||||
| Diluted | 39,021 | 38,920 | 39,070 | |||||||||
Exhibit 1.1
HARVARD BIOSCIENCE, INC.
Consolidated Statements of Operations
(unaudited, in thousands, except per share data)
| Year Ended December 31, | ||||||||
| 2020 | 2019 | |||||||
| Revenues | $ | 102,100 | $ | 116,176 | ||||
| Cost of revenues | 44,059 | 51,854 | ||||||
| Gross profit | 58,041 | 64,322 | ||||||
| Operating expenses: | ||||||||
| Sales and marketing expenses | 19,916 | 23,264 | ||||||
| General and administrative expenses | 23,509 | 22,760 | ||||||
| Research and development expenses | 8,685 | 10,715 | ||||||
| Amortization of intangible assets | 5,710 | 5,746 | ||||||
| Impairment charges | - | 1,460 | ||||||
| Total operating expenses | 57,820 | 63,945 | ||||||
| Operating income | 221 | 377 | ||||||
| Other expense: | ||||||||
| Interest expense | (4,831 | ) | (5,410 | ) | ||||
| Debt extinguishment and related costs | (1,876 | ) | - | |||||
| Other expense, net | (806 | ) | (469 | ) | ||||
| Total other expense | (7,513 | ) | (5,879 | ) | ||||
| Loss before income taxes | (7,292 | ) | (5,502 | ) | ||||
| Income tax expense (benefit) | 518 | (815 | ) | |||||
| Net loss | $ | (7,810 | ) | $ | (4,687 | ) | ||
| Loss per common share: | ||||||||
| Basic and diluted | $ | (0.20 | ) | $ | (0.12 | ) | ||
| Weighted average common shares: | ||||||||
| Basic and diluted | 38,640 | 37,814 | ||||||
Exhibit 2
HARVARD BIOSCIENCE, INC.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| December 31, 2020 | December 31, 2019 | |||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 8,317 | $ | 8,335 | ||||
| Accounts receivables | 17,766 | 20,704 | ||||||
| Inventories | 22,262 | 22,061 | ||||||
| Other current assets | 3,355 | 2,472 | ||||||
| Total current assets | 51,700 | 53,572 | ||||||
| Property, plant and equipment | 3,960 | 4,776 | ||||||
| Goodwill and other intangibles | 91,741 | 95,786 | ||||||
| Other long-term assets | 8,853 | 10,736 | ||||||
| Total assets | $ | 156,254 | $ | 164,870 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current portion, long-term debt | $ | 1,721 | $ | 6,900 | ||||
| Other current liabilities | 19,332 | 18,412 | ||||||
| Total current liabilities | 21,053 | 25,312 | ||||||
| Long-term debt | 46,286 | 46,917 | ||||||
| Other long-term liabilities | 12,234 | 10,947 | ||||||
| Stockholders’ equity | 76,681 | 81,694 | ||||||
| Total liabilities and stockholders’ equity | $ | 156,254 | $ | 164,870 | ||||
Exhibit 3
HARVARD BIOSCIENCE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| Year Ended December 31, | ||||||||
| 2020 | 2019 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (7,810 | ) | $ | (4,687 | ) | ||
| Adjustments to operating cash flows | 13,035 | 12,690 | ||||||
| Changes in operating assets and liabilities | 4,106 | 42 | ||||||
| Net cash provided by operating activities | 9,331 | 8,045 | ||||||
| Cash flows from investing activities: | ||||||||
| Additions to property, plant and equipment | (1,152 | ) | (1,216 | ) | ||||
| Disposition of business | - | 1,002 | ||||||
| Other investing activities | (250 | ) | (15 | ) | ||||
| Net cash used in investing activities | (1,402 | ) | (229 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from borrowings | 61,315 | 4,300 | ||||||
| Repayments of debt | (66,912 | ) | (11,703 | ) | ||||
| Payments of debt extinguishment and issuance costs | (1,897 | ) | - | |||||
| Other financing activities | (473 | ) | (221 | ) | ||||
| Net cash used in financing activities | (7,967 | ) | (7,624 | ) | ||||
| Effect of exchange rate changes on cash | 20 | (30 | ) | |||||
| (Decrease) increase in cash and cash equivalents | (18 | ) | 162 | |||||
| Cash and cash equivalents at the beginning of year | 8,335 | 8,173 | ||||||
| Cash and cash equivalents at the end of year | $ | 8,317 | $ | 8,335 | ||||
Exhibit 4
HARVARD BIOSCIENCE, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)
(in thousands, except per share data)
| Three Months Ended | ||||||||||||
| December 31, | September 30, | December 31, | ||||||||||
| 2020 | 2020 | 2019 | ||||||||||
| GAAP operating income | $ | 2,756 | $ | 182 | $ | 1,634 | ||||||
| Stock-based compensation expense | 1,006 | 1,079 | 841 | |||||||||
| Severance, restructuring and transformation costs | 532 | 876 | 1,551 | |||||||||
| Acquired assets amortization and impairments | 1,503 | 1,428 | 1,575 | |||||||||
| Adjusted operating income | $ | 5,797 | $ | 3,565 | $ | 5,601 | ||||||
| GAAP operating margin | 8.9 | % | 0.8 | % | 5.3 | % | ||||||
| Adjusted operating margin | 18.7 | % | 14.8 | % | 18.1 | % | ||||||
| GAAP net (loss) income | $ | (615 | ) | $ | (1,098 | ) | $ | 550 | ||||
| Stock-based compensation expense | 1,006 | 1,079 | 841 | |||||||||
| Severance, restructuring and transformation costs | 532 | 876 | 1,551 | |||||||||
| Debt extinguishment and related costs | 1,876 | - | - | |||||||||
| Acquired assets amortization and impairments | 1,503 | 1,428 | 1,575 | |||||||||
| Income taxes (A) | (1,034 | ) | (823 | ) | (1,472 | ) | ||||||
| Adjusted net income | $ | 3,268 | $ | 1,462 | $ | 3,045 | ||||||
| GAAP (loss) earnings per diluted share | $ | (0.02 | ) | $ | (0.03 | ) | $ | 0.01 | ||||
| Adjusted items after tax per share assuming dilution | 0.10 | 0.07 | 0.07 | |||||||||
| Adjusted earnings per diluted share | $ | 0.08 | $ | 0.04 | $ | 0.08 | ||||||
| Weighted average diluted common shares: | ||||||||||||
| GAAP | 39,021 | 38,920 | 38,068 | |||||||||
| Adjusted | 40,810 | 40,307 | 39,070 | |||||||||
(A) Income taxes includes the tax effect of the adjustments to GAAP results.
Exhibit 4.1
HARVARD BIOSCIENCE, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)
(in thousands, except per share data)
| Year Ended December 31, | ||||||||
| 2020 | 2019 | |||||||
| GAAP operating (loss) income | $ | 221 | $ | 377 | ||||
| Stock-based compensation expense | 3,647 | 3,030 | ||||||
| Severance, restructuring and transformation costs | 4,166 | 3,943 | ||||||
| Acquired assets amortization and impairments | 5,920 | 7,503 | ||||||
| Adjusted operating income | $ | 13,954 | $ | 14,853 | ||||
| GAAP operating margin | 0.2 | % | 0.3 | % | ||||
| Adjusted operating margin | 13.7 | % | 12.8 | % | ||||
| GAAP net loss | $ | (7,810 | ) | $ | (4,687 | ) | ||
| Stock-based compensation expense | 3,647 | 3,030 | ||||||
| Severance, restructuring and transformation costs | 4,166 | 3,943 | ||||||
| Debt extinguishment and related costs | 1,876 | - | ||||||
| Acquired assets amortization and impairments | 5,920 | 7,503 | ||||||
| Income taxes (A) | (1,469 | ) | (2,766 | ) | ||||
| Adjusted net income | $ | 6,330 | $ | 7,023 | ||||
| GAAP loss per diluted share | $ | (0.20 | ) | $ | (0.12 | ) | ||
| Adjusted items after tax per share assuming dilution | 0.36 | 0.30 | ||||||
| Adjusted earnings per diluted share | $ | 0.16 | $ | 0.18 | ||||
| Weighted average diluted common shares: | ||||||||
| GAAP | 38,640 | 37,814 | ||||||
| Adjusted | 39,985 | 38,373 | ||||||
(A) Income taxes includes the tax effect of the adjustments to GAAP results.