{"url_path":"/sec/hbio/8-k/2026-08-11/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1123494/0001171843-26-005405-index.html","accession_number":"0001171843-26-005405","cik":"0001123494","ticker":"HBIO","issuer_name":"HARVARD BIOSCIENCE INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1123494/0001171843-26-005405-index.html","primary_entity_key":"0001123494","primary_entity_name":"HARVARD BIOSCIENCE INC"},"word_count":2743,"has_tables":true,"body_markdown":"EX-99.1\n2\nexh_991.htm\nEXHIBIT 99.1\n\n**Exhibit 99.1**\n\n** **\n\n** **\n\n****\n\n** **\n\nHarvard Bioscience Announces Second Quarter 2026 Financial Results\n\n·*Second Quarter 2026 Revenue Growth of 11% Year Over Year to $22.7 Million*\n\n·*Raises Full Year 2026 Revenue Guidance to 3%-5% Year Over Year Growth*\n\nHOLLISTON, Mass., August 11, 2026 (GLOBE NEWSWIRE) -- Harvard Bioscience,\nInc. (Nasdaq: HBIO) (the “Company” or “Harvard Bioscience”) today announced financial results for the second quarter\nended June 30, 2026.\n\n\"We delivered a strong quarter anchored by 11% top-line growth, reflective\nof stronger demand and an improved environment across our key customer channels,” said John Duke, President and Chief Executive\nOfficer. “We are seeing solid commercial traction across our telemetry and cellular and molecular technology (CMT) products, driven\nby our AAA and electroporation businesses, and strong engagement from researchers utilizing our preclinical platform. Outperformance in\nour CMT products and China drove a slight mix impact on adjusted gross margin. This strong sales momentum positions us to raise our full-year\nrevenue outlook while maintaining our adjusted EBITDA target, supported by ongoing cost discipline and operational progress.”\n\n** **\n\n**Second Quarter 2026 Results**\n\nFor the second quarter of 2026, the Company reported revenues of $22.7\nmillion compared to $20.5 million in the second quarter of 2025. Revenue for the second quarter of 2026 included a favorable impact from\nforeign currency exchange rates of approximately 1%, using a constant currency basis. Gross profit for the second quarter of 2026 was\n$12.6 million compared to $11.5 million in the second quarter of 2025. Gross margin for the second quarter of 2026 was 55.6%, compared\nto 56.4% in the second quarter of 2025.\n\nAdjusted gross profit and adjusted gross margin for the second\nquarter of 2026 was $12.9 million and 56.7%, respectively, compared with $11.7 million and 57.2% in the same period of the prior year.\n\nNet loss for the second quarter of 2026 was ($2.9) million, compared to\na net loss of ($2.3) million in the second quarter of 2025. Adjusted EBITDA for the second quarter of 2026 was $1.7 million compared to\n$1.5 million in the second quarter of the prior year.\n\nSix Months Ended June 30, 2026 Results\n\nFor the six months ended June 30, 2026, the Company reported\nrevenues of $43.5 million, compared to $42.2 million in the same period of the prior year. Revenue for the six months ended June 30, 2026,\nincluded a favorable impact from foreign currency exchange rates of approximately 2%, using a constant currency basis. Gross profit was\n$24.9 million for the first six months of 2026 compared to $23.7 million in the same period of the prior year. Gross margin for the six\nmonths ended June 30, 2026, was 57.2% compared with 56.2% in the same period of the prior year.\n\nAdjusted gross profit and adjusted gross margin for the six\nmonths ended June 30, 2026, was $25.3 million and 58.3%, respectively, compared with $24.1 million and 57.0% in the same period of the\nprior year.\n\nNet loss for the six months ended June 30, 2026, was ($6.3)\nmillion compared to a net loss of ($52.6) million in the same period of the prior year, primarily due to goodwill impairment in the first\nquarter of 2025 of $48.0 million. Adjusted EBITDA for the six months ended June 30, 2026, was $2.4 million, compared to adjusted EBITDA\nof $2.3 million for the same period of the prior year. Cash (used in) provided by operations was ($0.3) million during the six months\nended June 30, 2026 compared to $5.7 million in the same period of the prior year.\n\nThis press release includes certain financial information presented\non an adjusted, or non-GAAP, basis. For additional information on the non-GAAP financial measures included in this press release, see\n“Use of Non-GAAP Financial Information” and “Reconciliation of GAAP to Non-GAAP Financial Measures” below.\n\nThird Quarter 2026 Guidance\n\nThe Company’s third quarter outlook reflects expected\nmid-single-digit year-over-year revenue growth at the midpoint of guidance, driven by expected ongoing demand across CMT and new product\ninnovation (NPI) platforms and improving year-over-year profitability on an adjusted EBITDA basis. The Company expects:\n\n·Revenue between $21.0 million and $22.6 million\n\n·Adjusted gross margin between 56% and 58%\n\n·Adjusted EBITDA between $1.5 million and $2.5 million\n\nFull Year 2026 Guidance\n\nThe Company is raising its full-year 2026 revenue guidance to\nreflect expected strong CMT portfolio momentum and continued adoption of its NPI pipeline, while updating its full-year adjusted gross\nmargin target to account for expected higher-volume of lower-margin CMT product and geographic mix. The Company now expects:\n\n·Revenue growth between 3% and 5%\n\n·Adjusted gross margin between 57% and 59%\n\n·Adjusted EBITDA growth between 6% and 10%\n\nWebcast and Conference Call Details\n\nIn conjunction with this announcement, Harvard Bioscience will\nbe hosting a conference call and webcast today at 8:00 a.m. Eastern Time. A presentation that will be referenced during the webcast will\nbe posted to the Company’s Investor Relations website shortly before the webcast begins.\n\nAnalysts who would like\nto join the call and ask a question must register here **(**https://register-conf.media-server.com/register/BI5dd1769394494366b6d31b0ceabeb4cc**).**\nOnce registered, you will receive the dial-in numbers and a unique PIN number.\n\nParticipants who would\nlike to join the audio-only webcast should go to our events and presentations on the investor website here (https://investor.harvardbioscience.com/events-and-presentations)**.**\n\nUse of Non-GAAP Financial Information\n\nIn this press release we have included non-GAAP financial information,\nincluding one or more of adjusted operating income (loss), adjusted operating margin, adjusted gross margin, adjusted net income (loss),\nadjusted EBITDA, adjusted EBITDA margin, diluted adjusted earnings (loss) per share, net debt, adjusted gross profit, and non-GAAP revenue\non a constant currency basis. We believe that this non-GAAP financial information provides investors with an enhanced understanding of\nthe underlying operations of our business. For the periods presented, these non-GAAP financial measures have excluded certain expenses\nand income resulting from items that we do not believe are reflective of the underlying operations of the business. Items excluded include\nstock-based compensation, amortization of intangibles related to acquisitions, restructuring charges, other operating expenses, goodwill\nimpairment, interest and other expense, net, income taxes, and the tax impact of reconciling items. Management believes that this non-GAAP\nfinancial information is important in comparing current results with prior period results and is useful to investors and financial analysts\nin assessing the Company’s operating performance.\n\nHistorical non-GAAP financial information included herein is accompanied\nby a reconciliation to the nearest corresponding GAAP measure, which is included below. In addition, the forward-looking Adjusted gross\nmargin and Adjusted EBITDA guidance for the third quarter of 2026 and full-year 2026 excludes potential charges or gains that may be recorded\nduring the fiscal year, including among other things, restructuring and reorganization expenses, and non-GAAP restructuring related expenses.\nThe Company has not attempted to provide reconciliations of such forward-looking non-GAAP earnings guidance to the comparable GAAP measure,\nas permitted by Item 10(e)(1)(i)(B) of Regulation S-K, because the impact and timing of these potential charges or gains is inherently\nuncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the Company believes such reconciliations\nwould imply a degree of precision and certainty that could be misleading to investors. Such items could have a substantial impact on GAAP\nmeasures of the Company’s financial performance.\n\nThe non-GAAP financial information provided in this press release\nshould be considered in addition to, not as a substitute for, the financial information provided and presented in accordance with GAAP\nand may be different from other companies’ non-GAAP financial information.\n\nAbout Harvard Bioscience\n\n** **\n\nHarvard Bioscience, Inc. is a leading developer, manufacturer and\nseller of technologies, products and services that enable fundamental advances in life science applications, including research, drug\nand therapy discovery, bio-production and preclinical testing for pharmaceutical and therapy development. Our customers range from renowned\nacademic institutions and government laboratories to the world’s leading pharmaceutical, biotechnology and contract research organizations.\nWith operations in the United States, Europe, and China, we sell through a combination of direct and distribution channels to customers\naround the world.\n\nFor more information, please visit our website\nat www.harvardbioscience.com.\n\nForward-Looking Statements\n\n** **\n\nThis document contains forward-looking statements within the meaning of\nthe federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified\nby the use of words such as “may,” “will,” “expect,” “plan,” “anticipate,”\n“estimate,” “intend,” “believe” and similar expressions or statements that do not relate to historical\nmatters. Forward-looking statements include, but are not limited to, information concerning expected future financial and operational\nperformance including revenues, adjusted gross margin, adjusted EBITDA, gross margin, cash and debt position, balance sheet, growth, adoption\nand the introduction of new products, the strength of the Company’s market position, business model and anticipated macroeconomic\nconditions. Forward-looking statements do not guarantee future performance and involve known and unknown uncertainties, risks, assumptions,\nand contingencies, many of which are outside the Company’s control. Risks and other factors that could cause the Company’s\nactual results to differ materially from those described in its forward-looking statements include those described in the “Risk\nFactors” section of the Company’s most recently filed Annual Report on Form 10-K, as well as in the Company’s other\nfilings with the Securities and Exchange Commission. Forward-looking statements are based on the Company’s expectations and assumptions\nas of the date of this document. Except as required by law, the Company assumes no obligation to update forward-looking statements to\nreflect any change in expectations, even as new information becomes available.\n\n**Investor Inquiries:**\n\n**Mark Frost**\n\n**Chief Financial Officer**\n\n(508) 893-3120\n\ninvestors@harvardbioscience.com\n\n****\n\n** **\n\nHARVARD BIOSCIENCE, INC.\n\nCondensed Consolidated Statements Of Operations\n\n(Unaudited, in thousands, except per share data)\n\nThree Months Ended June 30,\nSix Months Ended June 30,\n\n2026\n2025\n2026\n2025\n\nRevenues\n$22,727\n$20,450\n$43,482\n$42,224\n\nCost of revenues\n10,097\n8,917\n18,608\n18,507\n\nGross profit\n12,630\n11,533\n24,874\n23,717\n\nSales and marketing expenses\n5,400\n4,539\n10,735\n9,510\n\nGeneral and administrative expenses\n4,617\n4,262\n9,319\n9,447\n\nResearch and development expenses\n2,453\n2,189\n4,779\n4,510\n\nAmortization of intangible assets\n820\n1,162\n1,640\n2,322\n\nGoodwill impairment\n-\n-\n-\n47,951\n\nOther operating expenses\n318\n200\n553\n464\n\nTotal operating expenses\n13,608\n12,352\n27,026\n74,204\n\nOperating loss\n(978)\n(819)\n(2,152)\n(50,487)\n\nOther expense:\n\nInterest expense\n(1,793)\n(1,001)\n(3,521)\n(1,934)\n\nOther expense, net\n(125)\n(434)\n(530)\n(627)\n\nTotal other expense\n(1,918)\n(1,435)\n(4,051)\n(2,561)\n\nLoss before income taxes\n(2,896)\n(2,254)\n(6,203)\n(53,048)\n\nIncome tax expense (benefit)\n14\n28\n131\n(426)\n\nNet loss\n$(2,910)\n$(2,282)\n$(6,334)\n$(52,622)\n\nLoss per share:\n\nBasic and diluted loss per share *\n$(0.64)\n$(0.52)\n$(1.41)\n$(11.91)\n\nWeighted-average common shares:\n\nBasic and diluted *\n4,526\n4,430\n4,484\n4,420\n\n* Retroactively presented to reflect 1-for-10 reverse stock split effective on March 13, 2026.\n\n****\n\n** **\n\n** **\n\n****\n\n** **\n\n****\n\nHARVARD BIOSCIENCE, INC.\n\nCondensed Consolidated Balance Sheets\n\n(Unaudited, in thousands, except share and per share data)\n\nJune 30, 2026\nDecember 31, 2025\n\nAssets\n\nCash and cash equivalents\n$6,503\n$8,614\n\nAccounts receivable, net\n14,500\n16,043\n\nInventories\n22,230\n20,805\n\nOther current assets\n3,230\n2,763\n\nTotal current assets\n46,463\n48,225\n\nProperty, plant and equipment\n5,347\n4,787\n\nGoodwill and other intangibles\n15,550\n17,198\n\nOther long-term assets\n8,926\n9,861\n\nTotal assets\n$76,286\n$80,071\n\nLiabilities and Stockholders' Equity\n\nOther current liabilities\n24,793\n21,960\n\nTotal current liabilities\n24,793\n21,960\n\nLong-term debt, net\n36,682\n35,870\n\nOther long-term liabilities\n7,393\n8,507\n\nStockholders’ equity\n7,418\n13,734\n\nTotal liabilities and stockholders’ equity\n$76,286\n$80,071\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n****\n\n** **\n\n****\n\nHARVARD BIOSCIENCE, INC.\n\nCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS\n\n(Unaudited, in thousands)\n\nSix Months Ended\n\nJune 30, 2026\nJune 30, 2025\n\nCash flows from operating activities:\n\nNet loss\n$(6,334)\n$(52,622)\n\nAdjustments to operating cash flows\n4,213\n52,062\n\nChanges in operating assets and liabilities\n1,784\n6,301\n\nNet cash (used in) provided by operating activities\n(337)\n5,741\n\nCash flows from investing activities:\n\nAdditions to property, plant and equipment\n(1,114)\n(602)\n\nAcquisition of intangible assets\n(422)\n(314)\n\nNet cash used in investing activities\n(1,536)\n(916)\n\nCash flows from financing activities:\n\nRepayment of term debt\n-\n(2,000)\n\nPayment of debt issuance costs\n(131)\n(433)\n\nProceeds from exercise of warrants and stock purchase plan\n150\n46\n\nTaxes paid related to net share settlement of equity awards\n(66)\n(75)\n\nNet cash used in financing activities\n(47)\n(2,462)\n\nEffect of exchange rate changes on cash and cash equivalents\n(191)\n971\n\n(Decrease) increase in cash and cash equivalents\n(2,111)\n3,334\n\nCash and cash equivalents at the beginning of period\n8,614\n4,108\n\nCash and cash equivalents at the end of period\n$6,503\n$7,442\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n****\n\nHARVARD BIOSCIENCE, INC.\n\nReconciliation of GAAP to Non-GAAP Financial Measures (unaudited)\n\n(in thousands, except per share data and percentages)\n\nThree Months Ended\nSix Months Ended\n\nJune 30, 2026\nJune 30, 2025\nJune 30, 2026\nJune 30, 2025\n\nGAAP operating loss\n$(978)\n$(819)\n$(2,152)\n$(50,487)\n\nStock-based compensation\n380\n472\n637\n1,072\n\nAcquired asset amortization\n820\n1,162\n1,640\n2,322\n\nGoodwill impairment\n-\n-\n-\n47,951\n\nOther operating expenses (1)\n318\n200\n553\n464\n\nOther adjustments (2)\n579\n30\n671\n42\n\nAdjusted operating income\n$1,119\n$1,045\n$1,349\n$1,364\n\nOperating margin\n(4.3%)\n(4.0%)\n(4.9%)\n(119.6%)\n\nAdjusted operating margin\n4.9%\n5.1%\n3.1%\n3.2%\n\nGAAP net loss\n$(2,910)\n$(2,282)\n$(6,334)\n$(52,622)\n\nStock-based compensation\n380\n472\n637\n1,072\n\nAcquired asset amortization\n820\n1,162\n1,640\n2,322\n\nGoodwill impairment\n-\n-\n-\n47,951\n\nOther operating expenses (1)\n318\n200\n553\n464\n\nOther adjustments (2)\n579\n30\n671\n42\n\nIncome taxes\n190\n183\n716\n(16)\n\nAdjusted net (loss) income\n(623)\n(235)\n(2,117)\n(787)\n\nDepreciation & amortization\n549\n456\n1,086\n950\n\nInterest and other expense, net (2) (3)\n1,918\n1,435\n4,051\n2,561\n\nAdjusted income taxes (4)\n(177)\n(156)\n(579)\n(410)\n\nAdjusted EBITDA\n$1,667\n$1,500\n$2,435\n$2,314\n\nAdjusted EBITDA margin\n7.3%\n7.3%\n5.6%\n5.5%\n\nDiluted loss per share (GAAP)\n$(0.64)\n$(0.52)\n$(1.41)\n$(11.91)\n\nDiluted adjusted (loss) earnings per share\n$(0.14)\n$(0.05)\n$(0.47)\n$(0.18)\n\nWeighted-average common shares:\n\nDiluted GAAP *\n4,526\n4,430\n4,484\n4,420\n\nDiluted Adjusted *\n4,526\n4,430\n4,484\n4,420\n\nJune 30,\n\n2026\n2025\n\nDebt, including unamortized deferred financing costs\n$36,682\n$34,864\n\nUnamortized deferred financing costs\n3,318\n486\n\nCash and cash equivalents\n(6,503)\n(7,442)\n\nNet debt\n$33,497\n$27,908\n\n* Retroactively presented to reflect 1-for-10 reverse\nstock split effective on March 13, 2026.\n\n(1) Other operating expenses for the three months ended June 30, 2026 includes $318 thousand of restructuring-related charges compared to $30 thousand of restructuring-related charges and $170 thousand of employee retention tax credit fees for the three months ended June 30, 2025. Other operating expenses for the six months ended June 30, 2026 includes $553 thousand of restructuring-related charges compared to $123 thousand of restructuring-related charges and $341 thousand related to ERTC Fees for the six months ended June 30, 2025\n\n(2) Other adjustments for the three months ended\nJune 30, 2026 includes $579 thousand of Non-GAAP restructuring-related charges compared to $30 thousand of Non-GAAP restructuring-related\ncharges for the three months ended June 30, 2025. Other adjustments for the six months ended June 30, 2026 includes $671 thousand of\nNon-GAAP restructuring-related charges compared to $42 thousand of Non-GAAP restructuring-related charges for the six months\nended June 30, 2025\n\n(3) Interest expense for the three months ended June 30, 2026\nwas $1.8 million,compared to $1.0 million for the three months ended June 30, 2025. Interest expense for the six months ended June 30,\n2026 was $3.5 million,compared to $1.9 million for the six months ended June 30, 2025.\n\n(4) Adjusted income taxes includes the tax effect of adjusting\nfor the reconciling items using the tax rates in the jurisdictions in which the reconciling items arise.\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n****\n\n** **\n\n****\n\nHARVARD BIOSCIENCE, INC.\n\nReconciliation of GAAP to Non-GAAP Financial Measures (unaudited)\n\n(in thousands, except per share data and percentages)\n\nThree Months Ended June 30,\n\nSix Months Ended June 30,\n\nNon-GAAP revenue on a constant currency basis\n2026\n2025\nGrowth Rates\n2026\n2025\nGrowth Rates\n\nTotal revenues\n$22,727\n$20,450\n11.1%\n43,482\n42,224\n3.0%\n\nEffects of foreign currency rate fluctuations\n(153)\n-\n\n(791)\n\nRevenue on a constant currency basis\n$22,574\n$20,450\n10.4%\n42,691\n42,224\n1.1%\n\nThree Months Ended June 30,\nSix Months Ended June 30,\n\nNon-GAAP Gross Profit and Non-GAAP Gross Margin\n2026\n2025\n2026\n2025\n\nAmount\nMargin\nAmount\nMargin\nAmount\nMargin\nAmount\nMargin\n\n(in thousands)\n\nGross profit\n$12,630\n55.6%\n$11,533\n56.4%\n$24,874\n57.2%\n$23,717\n56.2%\n\nAdjustments:\n\nStock-based compensation expense - cost of sales\n15\n0.1%\n31\n0.2%\n21\n0.0%\n61\n0.1%\n\nDepreciation and amortization - cost of sales\n195\n0.9%\n138\n0.7%\n399\n0.9%\n284\n0.7%\n\nOther adjustments - cost of sales\n44\n0.2%\n-\n0.0%\n45\n0.1%\n-\n0.0%\n\nNon-GAAP gross profit\n$12,884\n56.7%\n$11,702\n57.2%\n$25,339\n58.3%\n$24,062\n57.0%\n\n(1) Other adjustments - cost of sales for the three months ended June 30, 2026 includes $44 thousand of Non-GAAP restructuring-related charges compared to $1 thousand of Non-GAAP restructuring-related charges. Other adjustments - cost of sales for the six months ended June 30, 2026 includes $45 thousand of Non-GAAP restructuring-related charges.\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **\n\n** **"}