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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2024
HARVARD BIOSCIENCE, INC.
(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 7, 2024, Harvard Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the three months ended March 31, 2024, and the details of a related conference call to be held at 8:00 AM ET on May 7, 2024. 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 7, 2024 | |
| 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 7, 2024 | By: | /s/ Jennifer Cote | |
| Jennifer Cote | |||
| Chief Financial Officer |
Exhibit 99.1
Harvard Bioscience Announces First Quarter 2024 Financial Results
Strong gross margin performance and focus on efficiency to support ongoing investments in growth
HOLLISTON, Mass., May 7, 2024 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company”) today announced financial results for the first quarter ended March 31, 2024.
Jim Green, Chairman and CEO, said, “As expected, our first quarter revenues reflect ongoing market headwinds, especially in APAC, amplified by a strong prior year comparison. Despite these headwinds, we were pleased to deliver gross margins of 60%. After quarter end, we announced a cost reduction initiative to improve our operating cost structure and support our ongoing investments in growth.”
Green continued, “Looking ahead, we are excited by our growth strategy and new product commercializations. Together with the new round of Chinese stimulus targeting a range of products including academic research and healthcare products, we continue to expect solid growth in the second half.”
| Financial Results Summary | Three Months Ended March 31, | |||||||
| (unaudited, $ in millions except per share data) | 2024 | 2023 | ||||||
| Revenues | $ | 24.5 | $ | 30.0 | ||||
| Gross margin | 60.3 | % | 61.2 | % | ||||
| Operating (loss) income (GAAP) | $ | (2.3 | ) | $ | 1.7 | |||
| Adjusted operating income | $ | 1.2 | $ | 4.4 | ||||
| Net (loss) income (GAAP) | $ | (4.7 | ) | $ | 0.6 | |||
| Diluted (loss) earnings per share (GAAP) | $ | (0.11 | ) | $ | 0.01 | |||
| Diluted adjusted earnings per share | $ | 0.02 | $ | 0.06 | ||||
| Adjusted EBITDA | $ | 1.6 | $ | 4.8 | ||||
| Adjusted EBITDA margin | 6.6 | % | 15.9 | % | ||||
| Cash flow provided by operations | $ | 1.4 | $ | 1.8 | ||||
This press release includes certain financial information presented on an adjusted, or non-GAAP, basis. For additional information on the non-GAAP financial measures included in this press release, please see “Use of Non-GAAP Financial Information” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below.
First Quarter 2024 Results
For the first quarter of fiscal 2024, the Company reported revenues of $24.5 million compared to $30.0 million in the first quarter of fiscal 2023. Gross margin for the three months ended March 31, 2024 was 60.3% compared with 61.2% in the comparable quarter of the prior year.
Net loss for the first quarter of 2024 was $(4.7) million which included a loss on marketable securities and other operating expenses of approximately ($2.3) million. This compares to net income of $0.6 million in the first quarter of 2023. Adjusted EBITDA for the first quarter of 2024 was $1.6 million, compared to $4.8 million in the first quarter of the prior year.
Cash provided by operations for the first quarter of 2024 was $1.4 million compared to $1.8 million in the same period last year. Debt was reduced by $1.0 million during the first quarter of 2024.
2024 Guidance
For the full year 2024 we expect revenues to be approximately flat versus 2023. We expect second half growth versus both first half of 2024 and second half of 2023, supported by new product commercializations and expected improvements in China. We also continue to expect 2024 gross margin of approximately 60% and adjusted EBITDA margin in the mid-teens.
Webcast and Conference Call Details
In conjunction with this announcement, Harvard Bioscience will be hosting a conference call and webcast today at 8:00 a.m. Eastern Time. A presentation that will be referenced during the webcast will be posted to our Investor Relations website shortly before the webcast begins.
Analysts who would like to join the call and ask a question must register here (https://register.vevent.com/register/BIfafe35b84c4a47c797e623819f01132c). Once registered, you will receive the dial-in numbers and a unique PIN number.
Participants who would like to join the audio-only webcast should go to our events and presentations on the investor website here (https://edge.media-server.com/mmc/p/i9azz8io).
Use of Non-GAAP Financial Information
In this press release, we have included non-GAAP financial information, including one or more of adjusted operating income (loss), adjusted operating margin, adjusted net income (loss), adjusted EBITDA, adjusted EBITDA margin, adjusted diluted earnings (loss) per share, and net debt. 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 resulting from items that we do not believe are representative of the underlying operations of the business. Items excluded include stock-based compensation, amortization of intangibles related to acquisitions, other operating expenses, loss on equity securities, income taxes, and the tax impact of the reconciling items. Management believes that this non-GAAP financial information is important in comparing current results with prior period results and is useful to investors and financial analysts in assessing the Company’s operating performance.
Non-GAAP historical financial statement information included herein is accompanied by a reconciliation to the nearest corresponding GAAP measure which is included as exhibits below in this press release.
With respect to non-GAAP forward-looking measures, we provide an outlook for adjusted EBITDA margin. Many of the items that we exclude from this forward-looking measure calculation are less capable of being controlled or reliably predicted by management. These items could cause the forward-looking measures presented in our outlook statements to vary materially from our GAAP results.
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, Inc. is a leading developer, manufacturer and seller of technologies, products and services that enable fundamental advances in life science applications, including research, pharmaceutical and therapy discovery, bio-production and preclinical testing for pharmaceutical and therapy 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 the United States, 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 document contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions or statements that do not relate to historical matters. Forward-looking statements include, but are not limited to, information concerning expected future financial and operational performance including revenues, gross margins, earnings, cash and debt position, growth and the introduction of new products, and the strength of the Company’s market position and business model. Forward-looking statements are not guarantees of future performance and involve known and unknown uncertainties, risks, assumptions, and contingencies, many of which are outside the Company’s control. Risks and other factors that could cause the Company’s actual results to differ materially from those described its forward-looking statements include those described in the “Risk Factors” section of the Company’s most recently filed Annual Report on Form 10-K as well as in the Company’s other filings with the Securities and Exchange Commission. Forward-looking statements are based on the Company’s expectations and assumptions as of the date of this document. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect any change in expectations, even as new information becomes available.
Company Contact:
Jennifer Cote
Chief Financial Officer
(508) 893-3120
Investors Contact:
Three Part Advisors
Sandy Martin / Erol Girgin / William Shelmire
HBIO@threepa.com
(214) 616-2207
| HARVARD BIOSCIENCE, INC. | ||||||||||
| Consolidated Statements of Operations | ||||||||||
| (unaudited, in thousands, except per share data) | ||||||||||
| Three Months Ended | ||||||||||
| March 31, 2024 | March 31, 2023 | |||||||||
| Revenues | $ | 24,512 | $ | 29,975 | ||||||
| Cost of revenues | 9,740 | 11,629 | ||||||||
| Gross profit | 14,772 | 18,346 | ||||||||
| Operating expenses: | ||||||||||
| Sales and marketing expenses | 5,904 | 5,978 | ||||||||
| General and administrative expenses | 5,963 | 6,334 | ||||||||
| Research and development expenses | 2,885 | 2,897 | ||||||||
| Amortization of intangible assets | 1,333 | 1,388 | ||||||||
| Other operating expenses | 966 | - | ||||||||
| Total operating expenses | 17,051 | 16,597 | ||||||||
| Operating (loss) income | (2,279 | ) | 1,749 | |||||||
| Other (expense) income: | ||||||||||
| Interest expense | (751 | ) | (974 | ) | ||||||
| Loss on equity securities | (1,312 | ) | - | |||||||
| Other (expense) income, net | (142 | ) | 432 | |||||||
| Total other expense | (2,205 | ) | (542 | ) | ||||||
| (Loss) income before income taxes | (4,484 | ) | 1,207 | |||||||
| Income tax expense | 210 | 585 | ||||||||
| Net (loss) income | $ | (4,694 | ) | $ | 622 | |||||
| (Loss) income per common share: | ||||||||||
| Basic | $ | (0.11 | ) | $ | 0.01 | |||||
| Diluted | $ | (0.11 | ) | $ | 0.01 | |||||
| Weighted-average common shares: | ||||||||||
| Basic | 43,402 | 42,119 | ||||||||
| Diluted | 43,402 | 42,783 | ||||||||
| HARVARD BIOSCIENCE, INC. | ||||||||||
| Condensed Consolidated Balance Sheets | ||||||||||
| (unaudited, in thousands) | ||||||||||
| March 31, 2024 | December 31, 2023 | |||||||||
| Assets | ||||||||||
| Cash and cash equivalents | $ | 4,255 | $ | 4,283 | ||||||
| Accounts receivable, net | 15,309 | 16,099 | ||||||||
| Inventories | 24,136 | 24,716 | ||||||||
| Other current assets | 4,448 | 3,940 | ||||||||
| Total current assets | 48,148 | 49,038 | ||||||||
| Property, plant and equipment | 4,492 | 3,981 | ||||||||
| Goodwill and other intangibles | 71,377 | 73,101 | ||||||||
| Other long-term assets | 9,144 | 11,246 | ||||||||
| Total assets | $ | 133,161 | $ | 137,366 | ||||||
| Liabilities and Stockholders' Equity | ||||||||||
| Current portion, long-term debt | $ | 3,720 | $ | 5,859 | ||||||
| Other current liabilities | 21,957 | 20,683 | ||||||||
| Total current liabilities | 25,677 | 26,542 | ||||||||
| Long-term debt, net | 31,890 | 30,704 | ||||||||
| Other long-term liabilities | 6,782 | 7,046 | ||||||||
| Stockholders’ equity | 68,812 | 73,074 | ||||||||
| Total liabilities and stockholders’ equity | $ | 133,161 | $ | 137,366 | ||||||
| HARVARD BIOSCIENCE, INC. | ||||||||||
| Condensed Consolidated Statements of Cash Flows | ||||||||||
| (unaudited, in thousands) | ||||||||||
| Three Months Ended | ||||||||||
| March 31, 2024 | March 31, 2023 | |||||||||
| Cash flows from operating activities: | ||||||||||
| Net (loss) income | $ | (4,694 | ) | $ | 622 | |||||
| Adjustments to operating cash flows | 4,389 | 2,486 | ||||||||
| Changes in operating assets and liabilities | 1,708 | (1,296 | ) | |||||||
| Net cash provided by operating activities | 1,403 | 1,812 | ||||||||
| Cash flows from investing activities: | ||||||||||
| Additions to property, plant and equipment | (645 | ) | (224 | ) | ||||||
| Acquisition of intangible assets | (75 | ) | - | |||||||
| Proceeds from sale of product line | - | 512 | ||||||||
| Proceeds from sale of marketable equity securities | 495 | - | ||||||||
| Net cash (used in) provided by investing activities | (225 | ) | 288 | |||||||
| Cash flows from financing activities: | ||||||||||
| Borrowing from revolving line of credit | 2,500 | 1,500 | ||||||||
| Repayment of revolving line of credit | (500 | ) | (2,500 | ) | ||||||
| Repayment of term debt | (3,023 | ) | (1,841 | ) | ||||||
| Proceeds from exercise of employee stock options and purchases | 15 | 104 | ||||||||
| Taxes paid related to net share settlement of equity awards | (47 | ) | (156 | ) | ||||||
| Net cash used in financing activities | (1,055 | ) | (2,893 | ) | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (151 | ) | 74 | |||||||
| Decrease in cash and cash equivalents | (28 | ) | (719 | ) | ||||||
| Cash and cash equivalents at the beginning of period | 4,283 | 4,508 | ||||||||
| Cash and cash equivalents at the end of period | $ | 4,255 | $ | 3,789 | ||||||
| HARVARD BIOSCIENCE, INC. | |||||||||||
| Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited) | |||||||||||
| (in thousands, except per share data and percentages) | |||||||||||
| Three Months Ended | |||||||||||
| March 31, 2024 | March 31, 2023 | ||||||||||
| GAAP operating (loss) income | $ | (2,279 | ) | $ | 1,749 | ||||||
| Stock-based compensation | 1,048 | 1,153 | |||||||||
| Acquired asset depreciation & amortization | 1,339 | 1,401 | |||||||||
| Other operating expenses (1) | 966 | - | |||||||||
| Other adjustments | 97 | 131 | |||||||||
| Adjusted operating income | $ | 1,171 | $ | 4,434 | |||||||
| Operating margin | (9.3 | %) | 5.8 | % | |||||||
| Adjusted operating margin | 4.8 | % | 14.8 | % | |||||||
| GAAP net (loss) income | $ | (4,694 | ) | $ | 622 | ||||||
| Stock-based compensation | 1,048 | 1,153 | |||||||||
| Acquired asset depreciation & amortization | 1,339 | 1,401 | |||||||||
| Other operating expenses (1) | 966 | - | |||||||||
| Other adjustments | 97 | 131 | |||||||||
| Gain on sale of product line and dividend income | - | (493 | ) | ||||||||
| Loss on equity securities | 1,312 | - | |||||||||
| Income taxes | 627 | (340 | ) | ||||||||
| Adjusted net income | 695 | 2,474 | |||||||||
| Depreciation & amortization | 443 | 321 | |||||||||
| Interest and other expense, net | 893 | 1,036 | |||||||||
| Adjusted income taxes (2) | (417 | ) | 924 | ||||||||
| Adjusted EBITDA | $ | 1,614 | $ | 4,755 | |||||||
| Adjusted EBITDA margin | 6.6 | % | 15.9 | % | |||||||
| Diluted (loss) earnings per share (GAAP) | $ | (0.11 | ) | $ | 0.01 | ||||||
| Diluted adjusted earnings per share | $ | 0.02 | $ | 0.06 | |||||||
| Weighted-average common shares: | |||||||||||
| Diluted GAAP | 43,402 | 42,783 | |||||||||
| Diluted Adjusted | 44,693 | 42,783 | |||||||||
| (1) Other operating expenses include a $0.5 million commission fee paid in connection with the receipt of employee retention credits and an estimated loss of $0.5 million related to an unclaimed property audit. | |||||||||||
| (2) Adjusted income taxes includes the tax effect of adjusting for the reconciling items using the tax rates in the jurisdictions in which the reconciling items arise. | |||||||||||
| March 31, 2024 | December 31, 2023 | March 31, 2023 | |||||||||||||
| Debt, including unamortized deferred financing costs | $ | 35,610 | $ | 36,563 | $ | 44,053 | |||||||||
| Unamortized deferred financing costs | 490 | 560 | 770 | ||||||||||||
| Cash and cash equivalents | (4,255 | ) | (4,283 | ) | (3,789 | ) | |||||||||
| Net debt | $ | 31,845 | $ | 32,840 | $ | 41,034 | |||||||||