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Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2021




(Exact name of registrant as specified in its charter)



Delaware   001-33957   04-3306140
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)


84 October Hill Road

Holliston, MA 01746

(Address of Principal Executive Offices) (Zip Code)


(508) 893-8999

(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
Common Stock, $0.01 par value HBIO The NASDAQ Stock Market


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. ☐



Item 2.02. Results of Operations and Financial Condition.


On May 6, 2021, Harvard Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the three months ended March 31, 2021 and the details of a related conference call to be held at 8:00 AM ET on May 6, 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.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit Number  Description
99.1  Press Release issued by Harvard Bioscience, Inc. on May 6, 2021
104  Cover Page Interactive Data File (embedded within the XBRL document)




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.




Date: May 6, 2021 HARVARD BIOSCIENCE, INC.  
  By: /s/ Michael A. Rossi  
    Michael A. Rossi  
    Chief Financial Officer



Exhibit 99.1




Harvard Bioscience Announces First Quarter 2021 Financial Results


Sales effectiveness, pre-clinical product demand and disciplined cost management result in improved revenues and margins.


Revenue up 14% as sales momentum from Q4’20 continues
Pre-clinical product revenue up 24%
Operating margin significantly improves year-over-year on GAAP and adjusted basis


HOLLISTON, Mass., May 6, 2021 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company”) today announced financial results for the three months ended March 31, 2021.


Jim Green, Chairman and CEO said, “Our first quarter revenue reflects continuation of the sales momentum we saw in the fourth quarter last year, driven by focus on sales effectiveness, demand for our pre-clinical products and recovering academic lab sales. Q1 pre-clinical product revenue grew 24%, with strong sales of our new inhalation product. Revenue growth coupled with cost management and reduction in sales of lower value products delivered strong operating margin expansion, all while significantly bringing down our leverage ratio.”


Green concluded, “With our strong momentum and improving confidence in our business, our outlook for 2021 continues to improve. We are now expecting revenue growth of 10% to 14% for fiscal 2021 compared to 2020 and expect adjusted operating margin expansion to the mid-to-upper teens. This growth allows for disciplined reinvestment in growth initiatives to stay on track to creating the growth oriented, profitable platform we envisioned.”


Quarterly Financial Results Summary Q1'21 Q1'20  
Revenue   $27.0   million $23.8   million
Operating Loss (GAAP)   $(0.2)  million $(3.3)  million
Adjusted Operating Income   $3.2  million $0.5  million
Operating Margin (GAAP)   (0.9)  %   (13.8)  %  
Adjusted Operating Margin   12.0   %   2.0   %  
Loss Per Share (GAAP)   $(0.02)     $(0.12)    
Adjusted Diluted Earnings (Loss) Per Share   $0.05      $(0.01)    
Net Debt*   $39.1  million $44.3  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# 5876756.


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, 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


Consolidated Statements of Operations

(unaudited, in thousands, except per share data)


   Three Months Ended
   March 31, 2021  March 31, 2020
Revenues  $26,989   $23,771 
Cost of revenues   11,558    10,789 
Gross profit   15,431    12,982 
Operating expenses:          
Sales and marketing expenses   5,386    5,579 
General and administrative expenses   6,333    6,759 
Research and development expenses   2,487    2,490 
Amortization of intangible assets   1,464    1,427 
Total operating expenses   15,670    16,255 
Operating loss   (239)   (3,273)
Other expense:          
Interest expense   (411)   (1,299)
Other (expense) income, net   (34)   111 
Total other expense   (445)   (1,188)
Loss before income taxes   (684)   (4,461)
Income tax (benefit) expense   (15)   55 
Net loss  $(669)  $(4,516)
Loss per common share:          
Basic and diluted  $(0.02)  $(0.12)
Weighted-average common shares:          
Basic and diluted   39,787    38,329 






Exhibit 2


Condensed Consolidated Balance Sheets

(unaudited, in thousands)


   March 31, 2021  December 31, 2020
Cash and cash equivalents  $5,815   $8,317 
Accounts receivables   17,074    17,766 
Inventories   22,676    22,262 
Other current assets   3,658    3,355 
Total current assets   49,223    51,700 
Property, plant and equipment   3,699    3,960 
Goodwill and other intangibles   90,107    91,741 
Other long-term assets   8,220    8,853 
Total assets  $151,249   $156,254 
Liabilities and Stockholders' Equity          
Current portion, long-term debt  $1,970   $1,721 
Other current liabilities   18,748    19,332 
Total current liabilities   20,718    21,053 
Long-term debt   41,601    46,286 
Other long-term liabilities   11,815    12,234 
Stockholders’ equity   77,115    76,681 
Total liabilities and stockholders’ equity  $151,249   $156,254 








Exhibit 3


Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)


   Three Months Ended
   March 31, 2021  March 31, 2020
Cash flows from operating activities:          
Net loss  $(669)  $(4,516)
Adjustments to operating cash flows   2,894    2,640 
Changes in operating assets and liabilities   (1,188)   4,747 
Net cash provided by operating activities   1,037    2,871 
Cash flows from investing activities:          
Additions to property, plant and equipment   (151)   (241)
Addition to intangible assets   (150)   - 
Net cash used in investing activities   (301)   (241)
Cash flows from financing activities:          
Repayments of debt   (4,500)   (4,829)
Payments of debt issuance costs   (101)   - 
Proceeds from exercise of stock options   1,924    - 
Taxes paid for issuance of stock   (464)   (242)
Net cash used in financing activities   (3,141)   (5,071)
Effect of exchange rate changes on cash   (97)   (12)
Decrease in cash and cash equivalents   (2,502)   (2,453)
Cash and cash equivalents at the beginning of period   8,317    8,335 
Cash and cash equivalents at the end of period  $5,815   $5,882 





Exhibit 4


Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)

(in thousands, except per share data)


   Three Months Ended
   March 31, 2021  March 31, 2020
GAAP operating loss  $(239)  $(3,273)
Stock-based compensation expense   968    793 
Severance, restructuring and transformation costs   985    1,471 
Acquired assets amortization and impairments   1,513    1,484 
Adjusted operating income  $3,227   $475 
GAAP operating margin   -0.9%   -13.8%
Adjusted operating margin   12.0%   2.0%
GAAP net loss  $(669)  $(4,516)
Stock-based compensation expense   968    793 
Severance, restructuring and transformation costs   985    1,471 
Acquired assets amortization and impairments   1,513    1,484 
Income tax (expense) benefit (A)   (744)   287 
Adjusted net income (loss)  $2,053   $(481)
GAAP loss per diluted share  $(0.02)  $(0.12)
Adjusted items after tax per share assuming dilution   0.07    0.11 
Adjusted earnings (loss) per diluted share  $0.05   $(0.01)
Weighted average diluted common shares:          
GAAP   39,787    38,329 
Adjusted   42,109    38,329 


(A)    Income taxes includes the tax effect of the adjustments to GAAP results.