HBIO » Topics » PART IV

These excerpts taken from the HBIO 10-K filed Mar 11, 2009.

PART I

This Annual Report on Form 10-K contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are principally, but not exclusively, contained in “Item 1: Business” and “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about management’s confidence or expectations, our business strategy, our ability to raise capital or borrow funds to consummate acquisitions and the availability of attractive acquisition candidates, our expectations regarding future costs of product revenues, our anticipated compliance with the covenants contained in our credit facility, the adequacy of our financial resources and our plans, objectives, expectations and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in detail under the heading “Item 1A. Risk Factors” beginning on page 10 of this Annual Report on Form 10-K. You should carefully review all of these factors, as well as other risks described in our public filings, and you should be aware that there may be other factors, including factors of which we are not currently aware, that could cause these differences. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

 

Item 1. Business.

PART I

FACE="Times New Roman" SIZE="2">This Annual Report on Form 10-K contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are principally, but not exclusively, contained in “Item 1: Business” and “Item 7: Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about management’s confidence or expectations, our business strategy, our ability to
raise capital or borrow funds to consummate acquisitions and the availability of attractive acquisition candidates, our expectations regarding future costs of product revenues, our anticipated compliance with the covenants contained in our credit
facility, the adequacy of our financial resources and our plans, objectives, expectations and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,”
“should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,”
“potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in detail under the heading “Item 1A. Risk Factors” beginning on page 10 of this Annual Report on Form 10-K. You should
carefully review all of these factors, as well as other risks described in our public filings, and you should be aware that there may be other factors, including factors of which we are not currently aware, that could cause these differences. Also,
these forward-looking statements represent our estimates and assumptions only as of the date of this report. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the
federal securities laws to update and disclose material developments related to previously disclosed information.

 





Item 1.Business.

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

PART II

 





Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
STYLE="margin-top:6px;margin-bottom:0px">Price Range of Common Stock

Our common stock has been
quoted on the NASDAQ Global Market since our initial public offering on December 7, 2000, and currently trades under the symbol “HBIO.” The following table sets forth the range of the high and low sales prices per share of our common
stock as reported on the NASDAQ Global Market for the quarterly periods indicated.

 




























































































Year Ended December 31, 2008  High  Low

First Quarter

  $5.14  $3.85

Second Quarter

  $5.19  $4.49

Third Quarter

  $5.12  $4.01

Fourth Quarter

  $4.58  $1.70
Year Ended December 31, 2007  High  Low

First Quarter

  $5.50  $4.50

Second Quarter

  $6.18  $4.78

Third Quarter

  $5.63  $4.22

Fourth Quarter

  $5.10  $3.62

On February 27, 2009, the closing sale price of our common stock on the NASDAQ Global Market
was $2.57 per share. There were 203 holders of record of our common stock as of February 27, 2009. We believe that the number of beneficial owners of our common stock at that date was substantially greater.

STYLE="margin-top:12px;margin-bottom:0px">Stock Repurchase Program

The following table
provides the information as of December 31, 2008 with respect to the shares of common stock repurchased by the Company during the fourth quarter of 2008:

 


































































































Period

  Total Number
of Shares
Purchased
  Average
Price Paid
per Share
  Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or
Programs
  Approximate Dollar
Value of Shares That
May Yet Be Purchased
Under the Plans
or
Programs

October 1, 2008—October 31, 2008

  264,915  $3.51  264,915  $8,818,971

November 1, 2008—November 30, 2008

  271,376  $2.47  271,376  $8,147,732

December 1, 2008—December 31, 2008

  297,974  $2.50  297,974  $7,403,516
          

Total

  834,265  $2.81  834,265  
          

On December 6, 2007, our Board of Directors authorized the repurchase by the Company of up to
$10 million of its common stock in the open market or through privately negotiated transactions over the next 24 months. Under the program, shares may be repurchased from time to time and in such amounts as market conditions warrant,
subject to regulatory considerations and any applicable contractual restrictions.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the 2009 Annual Meeting of Stockholders. Information concerning executive officers of the Company is included in Part I of this Annual Report on Form 10-K as Item 4.A. and incorporated herein by reference.

 

Item 11. Executive Compensation.

Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the Company’s 2009 Annual Meeting of Stockholders.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the Company’s 2009 Annual Meeting of Stockholders.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the Company’s 2009 Annual Meeting of Stockholders.

 

Item 14. Principal Accountant Fees and Services.

Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the Company’s 2009 Annual Meeting of Stockholders.

 

45


Table of Contents

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

(a)    Documents Filed. The following documents are filed as part of this Annual Report on Form 10K or incorporated by reference as indicated:

 

1.  

Financial Statements. The consolidated financial statements of Harvard Bioscience, Inc. and its subsidiaries filed under Item 8:

  
         Page
 

Index to Consolidated Financial Statements

   F-1
 

Report of Independent Registered Public Accounting Firm

   F-2
 

Consolidated Balance Sheets as of December 31, 2008 and 2007

   F-3
 

Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006

   F-4
 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December  31, 2008, 2007 and 2006

   F-5
 

Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006

   F-6
 

Notes to Consolidated Financial Statements

   F-7
2.  

Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this Annual Report on Form 10K, which is incorporated herein by reference.

  

 

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PART III

 





Item 10.Directors, Executive Officers and Corporate Governance.

FACE="Times New Roman" SIZE="2">Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the 2009 Annual Meeting of Stockholders. Information concerning executive officers of the
Company is included in Part I of this Annual Report on Form 10-K as Item 4.A. and incorporated herein by reference.

 





Item 11.Executive Compensation.

SIZE="2">Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the Company’s 2009 Annual Meeting of Stockholders.

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the Company’s
2009 Annual Meeting of Stockholders.

 





Item 13.Certain Relationships and Related Transactions, and Director Independence.
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the Company’s
2009 Annual Meeting of Stockholders.

 





Item 14.Principal Accountant Fees and Services.

FACE="Times New Roman" SIZE="2">Incorporated by reference to the Company’s definitive Proxy Statement filed pursuant to Regulation 14A, in connection with the Company’s 2009 Annual Meeting of Stockholders.

STYLE="margin-top:0px;margin-bottom:0px"> 


45







Table of Contents


PART IV

 





Item 15.Exhibits and Financial Statement Schedules.

SIZE="2">(a)    Documents Filed. The following documents are filed as part of this Annual Report on Form 10K or incorporated by reference as indicated:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 














































































1. 

Financial Statements. The consolidated financial statements of Harvard Bioscience, Inc. and its subsidiaries filed under Item 8:

  
     Page
 

Index to Consolidated Financial Statements

  F-1
 

Report of Independent Registered Public Accounting Firm

  F-2
 

Consolidated Balance Sheets as of December 31, 2008 and 2007

  F-3
 

Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006

  F-4
 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 
31, 2008, 2007 and 2006

  F-5
 

Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006

  F-6
 

Notes to Consolidated Financial Statements

  F-7
2. 

Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this Annual Report on Form 10K, which is
incorporated herein by reference.

  

 


46







Table of Contents


These excerpts taken from the HBIO 10-K filed Mar 12, 2008.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

(a)    Documents Filed. The following documents are filed as part of this Annual Report or incorporated by reference as indicated:

 

1.  

Financial Statements. The consolidated financial statements of Harvard Bioscience, Inc. and its subsidiaries filed under Item 8:

  
         Page
 

Index to Consolidated Financial Statements

   F-1
 

Report of Independent Registered Public Accounting Firm

   F-2
 

Consolidated Balance Sheets as of December 31, 2007 and 2006

   F-3
 

Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005

   F-4
 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2007, 2006 and 2005

   F-5
 

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

   F-6
 

Notes to Consolidated Financial Statements

   F-7
2.  

Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this Annual Report, which is incorporated herein by reference.

  

 

48


Table of Contents

PART IV

 






Item 15.
Exhibits and Financial Statement Schedules.

SIZE="2">(a)    Documents Filed. The following documents are filed as part of this Annual Report or incorporated by reference as indicated:

 














































































1. 

Financial Statements. The consolidated financial statements of Harvard Bioscience, Inc. and its subsidiaries filed under Item 8:

  
     Page
 


Index to Consolidated Financial Statements

  F-1
 


Report of Independent Registered Public Accounting Firm

  F-2
 


Consolidated Balance Sheets as of December 31, 2007 and 2006

  F-3
 


Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005

  F-4
 


Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2007, 2006 and 2005

  F-5
 


Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

  F-6
 


Notes to Consolidated Financial Statements

  F-7
2. 

Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this Annual Report, which is incorporated herein
by reference.

  

 


48







Table of Contents


These excerpts taken from the HBIO 10-K filed Mar 11, 2008.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

(a)    Documents Filed. The following documents are filed as part of this Annual Report or incorporated by reference as indicated:

 

1.  

Financial Statements. The consolidated financial statements of Harvard Bioscience, Inc. and its subsidiaries filed under Item 8:

  
         Page
 

Index to Consolidated Financial Statements

   F-1
 

Report of Independent Registered Public Accounting Firm

   F-2
 

Consolidated Balance Sheets as of December 31, 2007 and 2006

   F-3
 

Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005

   F-4
 

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2007, 2006 and 2005

   F-5
 

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

   F-6
 

Notes to Consolidated Financial Statements

   F-7
2.  

Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this Annual Report, which is incorporated herein by reference.

  

 

48


Table of Contents

PART IV

 






Item 15.
Exhibits and Financial Statement Schedules.

SIZE="2">(a)    Documents Filed. The following documents are filed as part of this Annual Report or incorporated by reference as indicated:

 














































































1. 

Financial Statements. The consolidated financial statements of Harvard Bioscience, Inc. and its subsidiaries filed under Item 8:

  
     Page
 


Index to Consolidated Financial Statements

  F-1
 


Report of Independent Registered Public Accounting Firm

  F-2
 


Consolidated Balance Sheets as of December 31, 2007 and 2006

  F-3
 


Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005

  F-4
 


Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2007, 2006 and 2005

  F-5
 


Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

  F-6
 


Notes to Consolidated Financial Statements

  F-7
2. 

Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this Annual Report, which is incorporated herein
by reference.

  

 


48







Table of Contents


This excerpt taken from the HBIO 10-K filed Mar 15, 2007.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

(a)    Documents Filed. The following documents are filed as part of this Annual Report or incorporated by reference as indicated:

 

1.

  

Financial Statements. The consolidated financial statements of Harvard Bioscience, Inc. and its subsidiaries filed under Item 8:

  
          Page
  

Index to Consolidated Financial Statements

   F-1
  

Report of Independent Registered Public Accounting Firm

   F-2
  

Consolidated Balance Sheets as of December 31, 2006 and 2005

   F-3
  

Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004

   F-4
  

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2006, 2005 and 2004

  

F-5
  

Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004

   F-6
  

Notes to Consolidated Financial Statements

   F-7

2.

  

Exhibits and Exhibit Index. See the Exhibit Index included as the last part of this Annual Report, which is incorporated herein by reference.

  

 

47


Table of Contents
This excerpt taken from the HBIO 10-K filed Mar 16, 2006.
PART I

This Annual Report on Form 10-K contains statements that are not statements of historical fact and are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements are principally, but not exclusively, contained in “Item 1: Business” and “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about management’s confidence or expectations, our plans to divest the Capital Equipment Business segment, our business strategy, our ability to raise capital or borrow funds to consummate acquisitions and the availability of attractive acquisition candidates, our expectations regarding future costs of product revenues, our estimates regarding our capital requirements, our expenses of complying with the Sarbanes-Oxley Act of 2002, our anticipated compliance with the covenants contained in our credit facility, the adequacy of our financial resources and our plans, objectives, expectations and intentions that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could, “ “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in detail under the heading “Item 1A. Risk Factors” beginning on page 11 of this Annual Report on Form 10-K. You should carefully review all of these factors, as well as other risks described in our public filings, and you should be aware that there may be other factors, including factors of which we are not currently aware, that could cause these differences. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. We may not update these forward-looking statements, even though our situation may change in the future, unless we have obligations under the federal securities laws to update and disclose material developments related to previously disclosed information.

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