HBIO Harvard Bioscience Inc

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): November 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 November 7, 2024, Harvard Bioscience, Inc. (the “Company”) issued a press release announcing financial results for the three months ended September 30, 2024, and the details of a related conference call to be held at 8:00 AM ET on November 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 November 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: November 7, 2024	By:	/s/ Jennifer Cote
		Jennifer Cote
		Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Harvard Bioscience Announces Third Quarter 2024 Financial Results

 

HOLLISTON, Mass., November 7, 2024 (GLOBE NEWSWIRE) -- Harvard Bioscience, Inc. (Nasdaq: HBIO) (the “Company”) today announced financial results for the third quarter ended September 30, 2024.

 

Jim Green, Chairman and CEO, said, “Our third quarter revenues continued to reflect the effects of the challenging market environment. Our migration to a single US enterprise resource planning system, completed in the third quarter, supports operating efficiencies as well as improvements in inventory and supply chain management going forward. We have stayed focused on managing costs and have implemented additional cost reduction actions that we expect to result in incremental quarterly cost savings of $1 million beginning in Q4.”

 

Green continued, “We’re happy to see expanding adoption of our new telemetry, neuro-behavior and bioproduction products. We’re especially pleased by the growth of our breakthrough MeshMEA™ organoid systems, led by early adopters including leading academic researchers, and now CRO and BioPharma customers.”

 

Financial Results Summary		Three Months Ended September 30,								Nine Months Ended September 30,
(unaudited, $ in millions except per share data)		2024				2023				2024				2023
Revenues		$	22.0			$	25.4			$	69.6			$	84.1
Gross margin			58.1	%			58.1	%			58.6	%			59.2	%
Operating (loss) income (GAAP)		$	(1.9	)		$	(0.9	)		$	(6.2	)		$	1.6
Adjusted operating income		$	0.8			$	1.8			$	2.8			$	9.8
Net loss (GAAP)		$	(4.8	)		$	(1.2	)		$	(12.4	)		$	(1.6	)
Diluted loss per share (GAAP)		$	(0.11	)		$	(0.03	)		$	(0.29	)		$	(0.04	)
Diluted adjusted (loss) earnings per share		$	(0.02	)		$	0.01			$	(0.00	)		$	0.11
Adjusted EBITDA		$	1.3			$	2.2			$	4.2			$	10.9
Adjusted EBITDA margin			6.0	%			8.9	%			6.0	%			13.0	%
Cash flow (used in) provided by operations		$	(0.8	)		$	4.4			$	(0.3	)		$	9.7

 

Third Quarter 2024 Results

 

For the third quarter of fiscal 2024, the Company reported revenues of $22.0 million compared to $25.4 million in the third quarter of fiscal 2023. Gross margin for the three months ended September 30, 2024 and 2023 was 58.1% despite the lower revenue in the current year period due to a stronger product mix, offset by lower absorption of fixed manufacturing costs.

 

Net loss for the third quarter of 2024 was $(4.8) million compared to a net loss of $(1.2) million in the third quarter of 2023. The loss for the third quarter of 2024 included a non-cash charge of $1.2 million resulting from the settlement of the Company’s obligations under a defined benefit plan. The prior year period included a benefit of $1.2 million from a mark-to-market adjustment of marketable securities. Adjusted EBITDA for the third quarter of 2024 was $1.3 million, compared to $2.2 million in the third quarter of the prior year.

 

Nine Months Ended September 30, 2024 Results

 

For the nine months ended September 30, 2024, revenues were $69.6 million, compared to $84.1 million in the same period in 2023. Gross margin for the nine months ended September 30, 2024 was 58.6% compared with 59.2% in the comparable period of the prior year.

 

Net loss for the nine months ended September 30, 2024 was ($12.4) million compared to a net loss of $(1.6) million in the same period of 2023, primarily due to the impact of lower revenues, partially offset by reduced operating expenses and cost reduction actions taken earlier this year. Adjusted EBITDA for the nine months ended September 30, 2024 was $4.2 million, compared to adjusted EBITDA of $10.9 million for the comparable period of 2023.

 

Cash Flows and Liquidity

 

Cash used in operations was $(0.8) million during the three months ended September 30, 2024 compared to cash provided by operations of $4.4 million in the same period in 2023. Cash used in operations was $(0.3) million during the nine months ended September 30, 2024 compared to cash provided by operations of $9.7 million in the same period in 2023.

 

The Company is currently unable to make additional borrowings under its revolving credit facility due to the net leverage ratio requirements of its Credit Agreement. Based on its current operating plans, the Company expects that its available cash and cash generated from operations will be sufficient to finance operations and capital expenditures for at least the next 12 months.

 

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, see “Use of Non-GAAP Financial Information” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below.

 

2024 Q4 Guidance

 

Given the challenging market environment, the Company now expects Q4 2024 revenues of $23 to $26 million. The Company expects Q4 2024 gross margins of approximately 59% to 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 the Company’s Investor Relations website shortly before the webcast begins.

 

Analysts who would like to join the call and ask a question must register here (https://edge.media-server.com/mmc/p/jadtkmij). 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, diluted adjusted 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 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, the strength of the Company’s market position and business model and anticipated macroeconomic conditions. 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:		Investors Contact:
Jennifer Cote		Three Part Advisors
Chief Financial Officer		Sandy Martin
(508) 893-3120		HBIO@threepa.com
		(214) 616-2207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.24.3

Cover	Nov. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2024
Entity File Number	001-33957
Entity Registrant Name	HARVARD BIOSCIENCE, INC.
Entity Central Index Key	0001123494
Entity Tax Identification Number	04-3306140
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	84 October Hill Road
Entity Address, City or Town	Holliston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01746
City Area Code	(508)
Local Phone Number	893-8999
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	HBIO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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