UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition.
On May 4, 2022, Harvard Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the three months ended March 31, 2022 and the details of a related conference call to be held at 8:00 AM ET on May 4, 2022. 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 4, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the 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: May 4, 2022 | By: | /s/ Michael A. Rossi | |
| Michael A. Rossi | |||
| Chief Financial Officer | |||
Exhibit 99.1
Harvard Bioscience Announces First Quarter 2022 Financial Results
| • | Revenue up 7% year-over-year despite volatility in China related to COVID-19 and global supply chain headwinds |
HOLLISTON, Mass., May 4, 2022 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company”) today announced financial results for the first quarter ended March 31, 2022.
Jim Green, Chairman and CEO, said, “Our revenue was up 7% on strength from North American sales despite the impact of lockdowns in China. Demand for our pre-clinical and cellular/molecular (CMT) products continued to be strong, up 7% and 10%, respectively. Adjusted operating income for Q1 was lower than prior year due primarily to higher material, freight and labor costs associated with ongoing global supply disruptions. We also funded growth investments in R&D and marketing. On a GAAP basis, we recorded an operating loss that included an accrual of $5 million of legal fees and other costs to resolve litigation connected to activities of a former subsidiary. Gross margin was stable at 57% as improved pricing and product mix was offset by higher COGS.”
Mr. Green concluded, “Sales momentum in North America and improving sales in Europe, combined with a strong backlog underpins our growth outlook. We expect a strong second half recovery in China, though volatility from short term order delays that started in Q1 could take longer to recover. Given the volatility in China, we are adjusting our annual revenue growth guidance to 8% to 13% compared to 2021. This growth remains net of trimming lower value-add products. With sales efforts focused on higher value products and channels, new products launched in 2021 and improvements in internal operations, we expect to improve gross margin by over a percentage point and to deliver adjusted operating margins in the range of 14% to 16%. These anticipated profit improvements include planned expense reductions in the year. However, we will continue incremental investments in R&D to sustain double-digit growth over the long run.”
| Quarterly Financial Results Summary | Q1'22 | Q1'21 | ||||
| Revenues | $ 28.8 | million | $ 27.0 | million | ||
| Operating Loss (GAAP) | $ (6.7) | million | $ (0.2) | million | ||
| Adjusted Operating Income | $ 2.4 | million | $ 3.2 | million | ||
| Operating Margin (GAAP) | (23.3) | % | (0.9) | % | ||
| Adjusted Operating Margin | 8.2 | % | 12.0 | % | ||
| Diluted Loss Per Share (GAAP) | $ (0.17) | $ (0.02) | ||||
| Diluted Adjusted Earnings Per Share | $ 0.04 | $ 0.05 | ||||
| Net Debt* | $ 44.6 | million | $ 39.1 | million | ||
* Debt outstanding less cash and cash equivalents
For more details on Q1 2022 performance, a slide presentation that will be referenced during the webcast referenced below will be posted to our Investor Relations website shortly before the webcast begins.
Please refer to the exhibits below for a reconciliation of certain non-GAAP to GAAP financial measures, including operating income, net income and loss, diluted earnings per share and adjusted EBITDA. 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# 6757353.
The conference call will be simultaneously webcast and can be accessed through the Harvard Bioscience website. To listen to the webcast, log on: 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 operating margin, adjusted net income, adjusted diluted earnings per share, and adjusted EBITDA. 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. Any non-GAAP financial statement information included herein are accompanied by a reconciliation to the nearest corresponding GAAP measure which 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 and related supply chain disruptions 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, 2021, 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 | ||||||||
| March 31, 2022 | March 31, 2021 | |||||||
| Revenues | $ | 28,778 | $ | 26,989 | ||||
| Cost of revenues | 12,601 | 11,558 | ||||||
| Gross profit | 16,177 | 15,431 | ||||||
| Operating expenses: | ||||||||
| Sales and marketing expenses | 6,687 | 5,386 | ||||||
| General and administrative expenses | 6,325 | 6,333 | ||||||
| Research and development expenses | 3,220 | 2,487 | ||||||
| Amortization of intangible assets | 1,466 | 1,464 | ||||||
| Settlement of litigation | 5,191 | — | ||||||
| Total operating expenses | 22,889 | 15,670 | ||||||
| Operating loss | (6,712 | ) | (239 | ) | ||||
| Other (expense) income: | ||||||||
| Interest expense | (384 | ) | (411 | ) | ||||
| Other income (expense), net | 78 | (34 | ) | |||||
| Total other expense | (306 | ) | (445 | ) | ||||
| Loss before income taxes | (7,018 | ) | (684 | ) | ||||
| Income tax benefit | (138 | ) | (15 | ) | ||||
| Net loss | $ | (6,880 | ) | $ | (669 | ) | ||
| Loss per common share: | ||||||||
| Basic and diluted | $ | (0.17 | ) | $ | (0.02 | ) | ||
| Weighted-average common shares: | ||||||||
| Basic and diluted | 41,219 | 39,787 | ||||||
Exhibit 2
HARVARD BIOSCIENCE, INC.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
| March 31, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 5,433 | $ | 7,821 | ||||
| Accounts receivables | 20,274 | 21,834 | ||||||
| Inventories | 28,711 | 27,587 | ||||||
| Other current assets | 5,030 | 4,341 | ||||||
| Total current assets | 59,448 | 61,583 | ||||||
| Property, plant and equipment | 3,499 | 3,415 | ||||||
| Goodwill and other intangibles | 83,234 | 85,074 | ||||||
| Other long-term assets | 11,863 | 12,272 | ||||||
| Total assets | $ | 158,044 | $ | 162,344 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current portion, long-term debt | $ | 2,720 | $ | 3,235 | ||||
| Other current liabilities | 24,506 | 22,081 | ||||||
| Total current liabilities | 27,226 | 25,316 | ||||||
| Long-term debt, net | 46,244 | 45,095 | ||||||
| Other long-term liabilities | 8,199 | 8,532 | ||||||
| Stockholders’ equity | 76,375 | 83,401 | ||||||
| Total liabilities and stockholders’ equity | $ | 158,044 | $ | 162,344 | ||||
Exhibit 3
HARVARD BIOSCIENCE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited, in thousands)
| Year Ended | ||||||||
| March 31, 2022 | March 31, 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (6,880 | ) | $ | (669 | ) | ||
| Adjustments to operating cash flows | 2,818 | 2,894 | ||||||
| Changes in operating assets and liabilities | 2,076 | (1,188 | ) | |||||
| Net cash (used in) provided by operating activities | (1,986 | ) | 1,037 | |||||
| Cash flows from investing activities: | ||||||||
| Additions to property, plant and equipment | (471 | ) | (151 | ) | ||||
| Additions to intangible assets | - | (150 | ) | |||||
| Net cash used in investing activities | (471 | ) | (301 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Borrowing from revolving line of credit | 1,500 | - | ||||||
| Repayment of revolving line of credit | - | (4,000 | ) | |||||
| Repayment of term debt | (936 | ) | (500 | ) | ||||
| Payments of debt issuance costs | - | (101 | ) | |||||
| Proceeds from exercise of stock options | 31 | 1,924 | ||||||
| Taxes related to net share settlement of equity awards | (501 | ) | (464 | ) | ||||
| Net cash provided by (used in) financing activities | 94 | (3,141 | ) | |||||
| Effect of exchange rate changes on cash | (25 | ) | (97 | ) | ||||
| Decrease in cash and cash equivalents | (2,388 | ) | (2,502 | ) | ||||
| Cash and cash equivalents at the beginning of period | 7,821 | 8,317 | ||||||
| Cash and cash equivalents at the end of period | $ | 5,433 | $ | 5,815 | ||||
Exhibit 4
HARVARD BIOSCIENCE, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)
Three Months Ended March 31, 2022
(in thousands, except per share data)
| Acquired | Settlement, | |||||||||||||||||||||||
| Stock-Based | Assets | Restructuring, | Income | |||||||||||||||||||||
| Statement of Operations | GAAP | Compensation | Amortization | Transformation | Taxes | ADJUSTED | ||||||||||||||||||
| Revenues | $ | 28,778 | - | - | - | - | $ | 28,778 | ||||||||||||||||
| Cost of revenues | 12,601 | (36 | ) | (11 | ) | (75 | ) | - | 12,479 | |||||||||||||||
| Gross profit | 16,177 | 36 | 11 | 75 | - | 16,299 | ||||||||||||||||||
| Gross Margin | 56.2 | % | 56.6 | % | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Sales and marketing expenses | 6,687 | (154 | ) | (2 | ) | (115 | ) | - | 6,416 | |||||||||||||||
| General and administrative expenses | 6,325 | (791 | ) | (16 | ) | (1,092 | ) | - | 4,426 | |||||||||||||||
| Research and development expenses | 3,220 | (42 | ) | (10 | ) | (77 | ) | - | 3,091 | |||||||||||||||
| Amortization of intangible assets | 1,466 | - | (1,466 | ) | - | - | - | |||||||||||||||||
| Settlement of litigation | 5,191 | - | - | (5,191 | ) | - | - | |||||||||||||||||
| Total operating expenses | 22,889 | (987 | ) | (1,494 | ) | (6,475 | ) | - | 13,933 | |||||||||||||||
| Operating Expenses - % of Revenues | 79.5 | % | 48.4 | % | ||||||||||||||||||||
| Operating (loss) income | (6,712 | ) | 1,023 | 1,505 | 6,550 | - | 2,366 | |||||||||||||||||
| Operating Margin | -23.3 | % | 8.2 | % | ||||||||||||||||||||
| Other (expense) income: | ||||||||||||||||||||||||
| Interest expense | (384 | ) | - | - | - | - | (384 | ) | ||||||||||||||||
| Other income, net | 78 | - | - | - | - | 78 | ||||||||||||||||||
| Total other expense | (306 | ) | - | - | - | - | (306 | ) | ||||||||||||||||
| (Loss) income before income taxes | (7,018 | ) | 1,023 | 1,505 | 6,550 | - | 2,060 | |||||||||||||||||
| Income tax (benefit) expense | (138 | ) | - | - | - | 682 | 544 | |||||||||||||||||
| Net (loss) income | $ | (6,880 | ) | $ | 1,023 | $ | 1,505 | $ | 6,550 | $ | (682 | ) | $ | 1,516 | ||||||||||
| (Loss) income per share | $ | (0.17 | ) | $ | 0.04 | |||||||||||||||||||
| Diluted weighted average common shares | 41,219 | 42,977 | ||||||||||||||||||||||
Exhibit 4.1
HARVARD BIOSCIENCE, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)
Three Months Ended March 31, 2021
(in thousands, except per share data)
| Acquired | ||||||||||||||||||||||||
| Stock-Based | Assets | Restructuring, | Income | |||||||||||||||||||||
| Statement of Operations | GAAP | Compensation | Amortization | Transformation | Taxes | ADJUSTED | ||||||||||||||||||
| Revenues | $ | 26,989 | - | - | - | - | $ | 26,989 | ||||||||||||||||
| Cost of revenues | 11,558 | (20 | ) | (19 | ) | (53 | ) | - | 11,466 | |||||||||||||||
| Gross profit | 15,431 | 20 | 19 | 53 | - | 15,523 | ||||||||||||||||||
| Gross Margin | 57.2 | % | 57.5 | % | ||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Sales and marketing expenses | 5,386 | (92 | ) | (2 | ) | (41 | ) | - | 5,251 | |||||||||||||||
| General and administrative expenses | 6,333 | (834 | ) | (17 | ) | (846 | ) | - | 4,636 | |||||||||||||||
| Research and development expenses | 2,487 | (22 | ) | (11 | ) | (45 | ) | - | 2,409 | |||||||||||||||
| Amortization of intangible assets | 1,464 | - | (1,464 | ) | - | - | - | |||||||||||||||||
| Total operating expenses | 15,670 | (948 | ) | (1,494 | ) | (932 | ) | - | 12,296 | |||||||||||||||
| Operating Expenses - % of Revenues | 58.1 | % | 45.6 | % | ||||||||||||||||||||
| Operating (loss) income | (239 | ) | 968 | 1,513 | 985 | - | 3,227 | |||||||||||||||||
| Operating Margin | -0.9 | % | 12.0 | % | ||||||||||||||||||||
| Other expense: | ||||||||||||||||||||||||
| Interest expense | (411 | ) | - | - | - | - | (411 | ) | ||||||||||||||||
| Other expense, net | (34 | ) | - | - | - | - | (34 | ) | ||||||||||||||||
| Total other expense | (445 | ) | - | - | - | - | (445 | ) | ||||||||||||||||
| (Loss) income before income taxes | (684 | ) | 968 | 1,513 | 985 | - | 2,782 | |||||||||||||||||
| Income tax (benefit) expense | (15 | ) | - | - | - | 744 | 729 | |||||||||||||||||
| Net (loss) income | $ | (669 | ) | $ | 968 | $ | 1,513 | $ | 985 | $ | (744 | ) | $ | 2,053 | ||||||||||
| (Loss) income per share | $ | (0.02 | ) | $ | 0.05 | |||||||||||||||||||
| Diluted weighted average common shares | 39,787 | 42,109 | ||||||||||||||||||||||
Exhibit 5
HARVARD BIOSCIENCE, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)
(in thousands)
| Three Months Ended | ||||||||
| March 31, 2022 | March 31, 2021 | |||||||
| Operating income | $ | (6,712 | ) | $ | (239 | ) | ||
| Stock-based compensation expense | 1,023 | 968 | ||||||
| Acquired asset amortization | 1,505 | 1,513 | ||||||
| Settlements, restructuring and transformation costs | 6,550 | 985 | ||||||
| Adjusted operating income | 2,366 | 3,227 | ||||||
| Depreciation expense | 382 | 445 | ||||||
| Adjusted EBITDA | $ | 2,748 | $ | 3,672 | ||||