UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15(d)of the Securities
Exchange Act of 1934
For the period ended April 30, 1996
|_| Transition Report Pursuant to Section 13 or 15(d)of the Securities Exchange
Act of 1934.
For the transition period from __________________ to ___________________
Commission file number 1-10870
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BIOWHITTAKER, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 95-3917176
------------------------------ -----------------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8830 Biggs Ford Road, Walkersville, Maryland 21793-0127
- -------------------------------------------- ------------------
(Address of Principal Executive Offices) (zip code)
(301) 898-7025
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
|X| Yes |_| No
The number of shares outstanding of the Registrant's only class of
common stock as of April 30, 1996 was 10,759,199.
Part I. Financial Information
Item 1. Financial Statements
BIOWHITTAKER, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
For the Three Months For the Six Months
Ended April 30, Ended April 30,
--------------- ---------------
1996 1995 1996 1995
---- ---- ---- ----
Sales ................................. $ 13,559 $ 14,147 $ 25,471 $ 28,677
Costs and expenses
Cost of sales ......................... 7,187 7,540 13,665 15,226
Research and development .............. 649 754 1,234 1,428
Selling, general and administrative ... 3,736 3,879 7,031 7,863
------- ------ ------ ------
11,572 12,173 21,930 24,517
------ ------ ------ ------
Income From Operations ................ 1,987 1,974 3,541 4,160
Other (income)/expenses
Purchased research and development .... -- -- 4,000 --
Gain on sale of joint venture ......... -- (2,054) -- (2,054)
Gain on Pharmacia settlement .......... -- (19) -- (1,732)
Gain on sale of product line .......... -- -- (1,322) --
Other income .......................... (90) (145) (181) (145)
Equity in loss of joint venture ....... -- 429 -- 749
Interest .............................. 60 134 159 335
Loss/(Gain)on foreign currency
transaction ......................... (8) 10 28 23
------- -------- ------- ------
(38) (1,645) 2,684 2,824)
------- ------- ------- ------
Income Before Income Taxes ............ 2,025 3,619 857 6,984
Provision for income taxes ............ 658 1,378 1,449 2,664
------ ------- ------- ------
Net Income/(Loss) ..................... $ 1,367 $ 2,241 $ (592) $ 4,320
====== ======= ======= ======
Net Income/(Loss) Per Share ........... $ 0.13 $ 0.20 $ (.05) $ 0.39
====== ======= ======= =======
Average common and common equivalent
shares outstanding (in thousands) ..... 10,906 11,051 10,759 11,058
======= ======== ======= =======
Unaudited
See Notes to Consolidated Financial Statements
2
BIOWHITTAKER, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
April 30, October 31,
1996 1995
-------- --------
ASSETS
CURRENT ASSETS
Cash and cash equivalents ...................... $ 1,470 $ 359
Accounts receivable ............................ 9,017 8,624
Other receivables .............................. 1,764 --
Inventories .................................... 20,082 19,138
Assets held for disposal ....................... -- 10,379
Prepaid income taxes ........................... 300 --
Prepaid expenses ............................... 1,739 556
-------- -------
Total Current Assets ....................... 34,372 39,056
-------- -------
PROPERTY, PLANT AND EQUIPMENT .................. 32,860 30,506
Less accumulated depreciation and amortization . 16,145 14,631
-------- -------
16,715 15,875
OTHER ASSETS
Intangibles .................................... 11,840 4,682
Deferred income taxes .......................... 633 --
Other receivables .............................. 418 --
Miscellaneous .................................. 113 188
-------- -------
13,004 4,870
-------- -------
$ 64,091 $ 59,801
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable .................................. $ -- $ 900
Current portion of long-term debt .............. 1,122 1,101
Accounts payable ............................... 4,669 3,183
Accrued liabilities ............................ 7,587 4,581
Deferred income taxes .......................... 694 410
-------- -------
Total Current Liabilities .................. 14,072 10,175
-------- -------
LONG-TERM DEBT ................................. 2,400 2,936
-------- -------
DEFERRED INCOME TAXES .......................... 2,257 732
-------- -------
STOCKHOLDERS' EQUITY
Common stock ................................... 108 108
Additional paid-in capital ..................... 26,389 26,389
Retained earnings .............................. 18,888 19,480
Translation adjustment ......................... (23) (19)
-------- -------
Total Stockholders' Equity ................. 45,362 45,958
-------- -------
$ 64,091 $59,801
======== =======
April 30, 1996 - Unaudited
See Notes to Consolidated Financial Statements
3
BIOWHITTAKER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the Six Months
Ended April 30,
---------------
1996 1995
---- ----
OPERATING ACTIVITIES
Net (loss)/income .................................... $ (592) $ 4,320
Adjustments to reconcile net (loss)/income to net cash
provided by operating activities:
Depreciation and amortization .................... 1,681 2,287
Purchased research and development ............... 4,000 --
Gain on sale of BioWhittaker International
and BioWhittaker France ....................... -- (2,054)
Gain on sale of product line ..................... (1,322) --
Equity in loss of joint venture .................. -- 749
Deferred income taxes ............................ (51) (535)
Loss on disposal of property, plant and equipment 17 88
Write-down of property, plant and equipment ...... -- 824
Changes in operating assets and liabilities, excluding the affect of
acquisitions:
Accounts receivable ......................... 477 (214)
Inventories ................................. 235 (2,675)
Prepaid expenses and other assets ........... (1,605) 520
Accounts payable and accrued liabilities .... (120) 2,638
-------- --------
Net Cash Provided by Operating Activities ... 2,720 5,948
-------- --------
INVESTING ACTIVITIES
Purchases of property, plant and equipment ........... (1,534) (1,238)
Proceeds from sale of product line ................... 11,914 --
Purchase of Clonetics, net of cash received .......... (8,226) --
Advance royalty payment to Diagnostic Hybrids, Inc. .. (1,100) --
-------- --------
Net Cash Provided by/(Used in) Investing
Activities .............................. 1,054 (1,238)
-------- --------
FINANCING ACTIVITIES
Net payments of notes payable ........................ (900) (600)
Payment of long-term debt ............................ (1,640) (4,106)
Stock options exercised .............................. -- (194)
Other ................................................ (123) 23
-------- --------
Net Cash Used in Financing Activities ............ (2,663) (4,877)
-------- --------
Net Change In Cash and Cash Equivalents .......... 1,111 (167)
Cash and Cash Equivalents At Beginning Of Year ... 359 638
-------- --------
Cash and Cash Equivalents At End Of Period ....... $ 1,470 $ 471
======== ========
Supplemental disclosure of cash flow information: Cash paid during the period
for:
Interest ...................................... $ 257 $ 287
======== ========
Income taxes .................................. $ 1,724 $ 1,523
======== ========
Notes
1. In connection with the acquisition of all of the common stock of
Clonetics Corporation for $8,733 in cash, the Company acquired assets
with a value of $8,236, assumed liabilities of $3,503 and expensed $4,000
of purchased research and development.
Unaudited
See Notes to Consolidated Financial Statements
4
BIOWHITTAKER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
Basis of Presentation: The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six months ended
April 30, 1996 are not necessarily indicative of the results that may be
expected for the year ending October 31, 1996. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Annual Report on Form 10-K for the year ended October 31, 1995 for BioWhittaker,
Inc. and its subsidiaries ("the Company" or "BioWhittaker").
Reclassifications: Certain prior years' amounts in the consolidated
financial statements have been reclassified to conform to the 1996 presentation.
Net Income Per Share: Net income per share is computed by dividing net
income by the weighted average number of common and common equivalent shares
outstanding. Common equivalent shares include the dilutive effect of outstanding
stock purchase options and Anasco's right to maintain its aggregate percentage
voting interest in the Company calculated, in each case, under the treasury
stock method. Net income per share determined on a fully diluted basis is not
materially different from the primary net income per share presented.
Inventories: Inventories consisted of the following:
April 30, October 31,
1996 1995
---------- ----------
Raw material................................ $ 4,051 $ 2,903
Work in process............................. 6,181 5,153
Finished goods.............................. 9,850 11,082
---------- ----------
$ 20,082 $ 19,138
Litigation Settlement: On December 23, 1994, BioWhittaker reached an
agreement with Pharmacia AB and certain affiliated companies (together,
"Pharmacia") to settle a lawsuit in which BioWhittaker claimed that Pharmacia
infringed BioWhittaker's patents covering its diagnostic allergy testing system
in the United States, Canada and Australia.
As a result of the settlement agreement, BioWhittaker has granted Pharmacia
a license to use its patents in the United States, Canada and Australia. Under
the terms of this license, Pharmacia agreed to pay 3% of all revenues from the
sale of those products using the patents, subject to a minimum of $500 for 1995,
for which payment was received in December, 1994, and a minimum of $300 for each
of the years 1996 through 1999. In addition, Pharmacia also paid BioWhittaker
$3,500 in December, 1994 for past infringement, for a total cash payment upon
settlement of $4,000. The proceeds from the settlement, net of legal fees and
certain other expenses, is reflected in the Company's Consolidated Statement of
Income for the six months ended April 30, 1995.
Impact of Recently Issued Accounting Standards: In March, 1995, the FASB
issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of", which requires that impairment
losses be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. Statement 121 also
addresses the accounting for long-lived assets that are expected to be disposed
of. The Company adopted Statement 121 in the first quarter of fiscal 1996. The
adoption had no impact on the Company's financial position or net income for the
three and six months ended April 30, 1996.
In December 1994, the Accounting Standards Executive Committee issued
Statement of Position 94-6, "Disclosure of Certain Significant Risks and
Uncertainties", which requires companies to include in their financial
statements disclosures about the nature of their operations and the use of
5
BIOWHITTAKER, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share data)
estimates in the preparation of financial statements. In addition,companies may
be required to include disclosures about certain significant estimates and
current vulnerability due to certain concentrations. The Company will adopt SOP
94-6 in its annual financial statements for fiscal 1996 and, based on current
circumstances, does not believe that significant additional disclosures will be
required.
Acquisitions and Divestitures. On January 17, 1996, the Company acquired
100% of the stock of Clonetics Corporation ("Clonetics"), a leading manufacturer
of normal human cells, for $8,733 in cash and the assumption of approximately
$3,500 in liabilities. The operations of Clonetics are included in the
consolidated statement of income from the date of acquisition. The transaction
was accounted for as a purchase and the excess cost over fair value of the net
assets acquired is being amortized on a straight line basis over 15 years.
$4,000 of the purchase price was allocated to purchased research and development
and expensed on the Company's statement of income for the quarter ended January
31, 1996. The expense for purchased research and development is not deductible
for income tax purposes.
On December 18, 1995, the Company sold to Carter-Wallace, Inc. ("Carter")
its diagnostic test kit business in the ELISA format for $9,000 and on February
2, 1996 sold its related FIAX line for $1,000. Carter also purchased ELISA and
FIAX finished goods inventory for approximately $1,400. BioWhittaker has agreed
to continue to manufacture ELISA and FIAX products for Carter for up to one and
five years, respectively. Under a separate agreement with one of Carter's
contract manufacturers, BioWhittaker has agreed to sell certain raw material and
work in process inventory over a two year period. This inventory has an
estimated book value of $900.
BioWhittaker has also agreed to provide to Carter's customers certain
diagnostic testing instrumentation associated with the ELISA and FIAX product
lines and to service the equipment for up to two years. The equipment surcharge
typically paid on each kit purchased by customers will be collected by Carter
and remitted to the Company in the amount of approximately $1,200, the book
value of such diagnostic equipment owned by the Company at closing.
As a result of this transaction, BioWhittaker recorded an after-tax gain of
$1,104 or $0.10 per share on it's consolidated statement of income for the
quarter ended January 31, 1996. Additional gain or loss could result based on
actual sales of assets and the effects of the manufacturing transition.
The following table presents proforma consolidated results of operations
for the three and six months ended April 30, 1995 and 1996, assuming that the
purchase of Clonetics Corporation and the sale of the diagnostic test kit
business to Carter-Wallace, Inc. had occurred at the beginning of each of the
respective fiscal periods.
For the Three Months For the Six Months
Ended Ended
April 30, April 30,
-------------------- -------------------
1995 1996 1995 1996
-------- --------- --------- -------
Sales..................... $ 13,559 $ 12,630 $ 25,300 $ 26,253
Net Income................ $ 1,367 $ 2,153 $ 2,072 $ 4,614
Net Income Per Share...... $ 0.13 $ 0.20 $ 0.19 0.42
The above proforma information has been derived from the historical
financial statements as adjusted for the proforma results of operations of
Clonetics Corporation prior to its purchase by BioWhittaker, the reduction in
revenue and expenses as a result of the sale to Carter-Wallace, Inc. and an
estimated income tax provision related to the historical results and foregoing
adjustments. The gain on the sale to Carter-Wallace, Inc. and the write-down of
purchased research and development have been excluded from the proforma results
of operations as they are non-recurring events.
The above proforma information is presented for illustrative purposes only
and is not necessarily indicative of the operating results had the acquisition
of Clonetics Corporation and the sale to Carter-Wallace, Inc. occurred as of
November 1, 1994 and November 1, 1995.
6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Results of Operations
Comparison of the first six months of fiscal 1996 to the first six months of
fiscal 1995.
Sales for the first six months of fiscal 1996 of $25.5 million were less
than fiscal 1995 sales of $28.7 million by $3.2 million, or 11.2%. Fiscal year
1996 revenues reflect lower sales volume due to the December 18, 1995 sale of
the Company's EIA and FIAX test kit product lines (the "EIA and FIAX Product
Lines") and to the April 30, 1995 sale of BioWhittaker France. These declines
were partially offset by increased sales resulting from the January 17, 1996
acquisition of Clonetics Corporation ("Clonetics") (see "Notes to Consolidated
Financial Statements" and "Liquidity and Financial Condition").
Cell culture product sales increased by $1.7 million, or 14.1%, to $13.9
million, due primarily to an additional $1.8 million in sales as a result of the
acquisition of Clonetics and to higher sales volume for the Company's cell
culture media product line. These increases were partially offset by lower sales
volume for cell cultures.
Endotoxin detection product sales decreased by $0.5 million, or 6.5%, to
$6.7 million, primarily due to a decrease in sales mark-up as a result of the
April 30, 1995 sale of the Company's former subsidiary, BioWhittaker France.
Excluding the effects of the sale of BioWhittaker France, sales for endotoxin
detection products increased $0.4 million, or 5.7%.
Clinical diagnostic testing product sales decreased by $4.4 million, or
47.6% to $4.9 million, due to the sale of the EIA and FIAX Product Lines. The
Company expects diagnostic product sales for each quarter of fiscal 1996 to be
lower than those in the comparable periods of fiscal 1995 as a result of this
transaction. In addition, sales for the Company's allergy product line declined,
as expected, because of continuing lower international sales volume.
Gross margins were 46.4% of sales for the first six months of fiscal 1996
compared with 46.9% during the comparable period of fiscal 1995, which slight
decline was due primarily to the sale of BioWhittaker France.
Research and development expenses as a percentage of sales decreased
slightly to 4.8% for the first six months of fiscal 1996 from 5.0% for the
comparable period of fiscal 1995, primarily as a result of the elimination of
expenses associated with the EIA and FIAX Product Lines.
Selling, general and administrative expenses as a percentage of sales
increased to 27.6% for the first six months of fiscal 1996 from 27.4% for fiscal
1995, reflecting proportionally higher expenses for Clonetics.
"Purchased research and development" represents the expensing of in-process
research and development acquired as a part of the purchase of Clonetics. "Gain
on the sale of product line" represents the gain, before the effect of taxes, as
a result of the sale of the EIA and FIAX Product Lines. See "Notes to
Consolidated Financial Statements" and "--Liquidity and Financial Condition" for
further discussion of these transactions. For fiscal 1996, "Other Income" is
comprised primarily of payments received from Boehringer Ingelheim for
technology assistance under the terms of its agreement with the Company. "Equity
in loss of joint venture" reflects the Company's $0.7 million pre-tax share of
operating losses during the first six months of fiscal 1995 of its joint venture
with Boehringer Ingelheim. The Company's interest in the joint venture was sold
in April, 1995.
"Provision for income taxes" reflects the lack of income tax benefit
associated with the expensing of purchased research and development and
favorable treatment of the gain associated with the sale of the Company's
diagnostic test kit business. Before the effect of these transactions, the
"Provision for income taxes" as a percentage of Income Before Income Taxes was
34.8% for the first six months of fiscal 1996 compared to 38.1% for the
comparable period of fiscal 1995. The lower percentage for the first six months
of fiscal 1996 is primarily due to lower tax rates on the income of Clonetics.
7
Comparison of the second quarter of fiscal 1996 to the second quarter of fiscal
1995.
Sales for the second quarter of fiscal 1996 of $13.6 million were less than
fiscal 1995 sales of $14.1 million by $0.6 million, or 4.1%, reflecting lower
sales volume due to the sale of the EIA and FIAX Product Lines and to the 1995
sale of BioWhittaker France. These declines were partially offset by increased
sales resulting from the acquisition of Clonetics.
Cell culture product sales increased by $2.2 million, or 40.2%, to $7.8
million due primarily to $1.6 million in sales as a result of the acquisition of
Clonetics, a $0.6 million increase in periodic orders to a single customer for
cell cultures and to higher volume for the Company's cell culture media product
line.
Endotoxin detection product sales increased by $0.2 million, or 4.2%, to
$3.9 million, primarily due to higher sales volume for the Company's Kinetic QCL
test partially offset by a decrease in sales mark-up as a result of the April
30, 1995 sale of the Company's former subsidiary, BioWhittaker France. Excluding
the effects of the sale of BioWhittaker France, sales for endotoxin detection
products increased $0.6 million, or 19.9%.
Clinical diagnostic testing product sales decreased by $3.0 million, or
61.4% to $1.9 million due to the sale of the EIA and FIAX Product Lines. The
Company expects diagnostic product sales for each quarter of fiscal 1996 to be
lower than those in the comparable periods of fiscal 1995 as a result of this
transaction. In addition, sales for the Company's allergy product line declined
, as expected, because of continuing lower international sales volume.
Gross margins were 47.0% of sales for the second quarter of fiscal 1996
compared with 46.7% during the comparable period of fiscal 1995. 1996 margins
reflect the favorable impact of the sale of the EIA and FIAX Product Lines.
Research and development expenses as a percentage of sales decreased to
4.8% for the second quarter of fiscal 1996 from 5.3% for the comparable period
of fiscal 1995 primarily as a result of the elimination of expenses associated
with the EIA and FIAX Product Lines.
Selling, general and administrative expenses as a percentage of sales
increased to 27.6% for the second quarter of fiscal 1996 from 27.4% for the
comparable period of fiscal 1995 largely due to the inclusion of proportionally
higher expenses associated with Clonetics, partially offset by the elimination
of proportionally higher selling expenses associated with the EIA and FIAX
Product Lines and BioWhittaker France.
For fiscal 1996, "Other Income" is comprised primarily of payments received
from Boehringer Ingelheim for technology assistance under the terms of the sale
of the Company's 50% interest in its joint venture.
"Provision for income taxes" as a percentage of Income Before Income Taxes
was 32.5% for the second quarter of fiscal 1996 compared to 38.1 % for the
comparable period of fiscal 1995. The lower percentage for the second quarter of
fiscal 1996 is primarily due to lower tax rates on the income of Clonetics.
Liquidity and Financial Condition
During the first six months of fiscal 1996, BioWhittaker financed its
operations, capital expenditures and product development activities with cash
provided by operations, cash of $11.9 million received from the sale of its EIA
and FIAX Product Lines and debt. For the six months ended April 30, 1996 the
Company generated $2.7 million from operating activities compared to $5.9
million for the comparable period of fiscal 1995. Cash generated by operating
activities for the first six months of fiscal 1995 included the receipt of $4.0
million as a result of the settlement of the Pharmacia patent infringement
lawsuit.
At April 30, 1996, total current assets were $34.4 million compared to
$39.1 million at October 31, 1995. As a result of the then pending sale of the
EIA and FIAX Product Lines, current assets at October 31, 1995 included both
$4.1 million of assets previously classified as non-current and $6.2 million of
inventory classified as "Assets held for
8
disposal". Current assets at April 30, 1996 include $1.5 million due to the sale
of the EIA and FIAX Product Lines and $2.6 million as a result of the
acquisition of Clonetics. Total current liabilities at April 30, 1996 were $14.1
million compared to $10.2 million at October 31, 1995 primarily reflecting the
sale of the EIA and FIAX Product Lines.
The Company's investing activities provided cash of $1.1 million for the
first six months of fiscal 1996 compared to the use of $1.2 million in cash for
the comparable period of fiscal 1995. Fiscal 1996 included $11.9 million
received as a result of the sale of the EIA and FIAX Product Lines and $8.2
million used to acquire Clonetics which excludes liabilities incurred or assumed
as a result of the acquisition. Purchases of property, plant and equipment
totaled $1.5 million for the first six months of fiscal 1996 compared to $1.2
million for the comparable period of fiscal 1995.
Financing activities consumed cash of $2.7 and $4.9 million for the first
six months of fiscal years 1996 and 1995, respectively reflecting the repayment
of amounts outstanding under the Company's various debt facilities.
At April 30, 1996 the Company's principal short-term cash requirements were
to fund the Company's normal working capital needs, consisting primarily of
inventories and receivables, to fund capital expenditures and to fund
acquisitions. At April 30, 1996 the Company had outstanding capital commitments
of approximately $1.1 million and $9.0 million was available under the terms of
the Company's revolving credit facility. In addition, the Company expects to
receive additional amounts due related to the sale of its EIA and FIAX Product
Lines.
As a result of the sale of the EIA and FIAX Product Lines, the Company
recorded an after-tax gain in the first quarter of fiscal 1996 of approximately
$1.1 million, or $0.10 per share. This transaction could result in additional
gain or loss in future periods primarily as a result of actual sales of
inventory and of the effects of the manufacturing transition. Proceeds from this
sale were used to fund the acquisition of Clonetics.
On January 17, 1996, the Company acquired Clonetics Corporation
("Clonetics"), a privately owned company located in San Diego, California.
Clonetics is a leading manufacturer of normal human cells. BioWhittaker acquired
100% of the stock of Clonetics for approximately $8.7 million in cash and the
assumption of an estimated $3.5 million in liabilities. The Company entered into
employment agreements with certain key individuals. The acquisition was largely
funded with proceeds from the sale of the Company's EIA and FIAX test kit
product lines. In its audited financial statements for the fiscal year ended
December 31, 1995, Clonetics reported earnings of $0.7 million on sales of $5.5
million. The acquisition was accounted for as a purchase transaction and
resulted in the recording of $6.4 million in intangibles that will be amortized
over a period of 7 to 15 years.
9
BIOWHITTAKER, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's 1996 Annual Meeting of Stockholders was held on March 15,
1996, at which time the stockholders voted on the election of Class II
directors, a proposal to amend the Company's Long-term Stock Incentive Plan to
increase the number of shares for which awards may be granted thereunder by
500,000, and a proposal to ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year. The votes cast with respect
to each of the issues subject to a vote of security holders were as follows:
Against
or Broker
For Withheld Abstentions Non-Votes
--- -------- ----------- ---------
Joseph F. Alibrandi 9,744,734 93,710 -- --
Stanley M. Lemon 9,746,464 91,980 -- --
Ratification of the Amendment to 8,850,848 916,351 71,245 --
Long-term Stock Incentive Plan
Ratification of the Appointment 9,764,418 15,230 58,796 --
of Auditors
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
11. Statement regarding Computation of Per Share Net Income for the
three months and six months ended April 30, 1996.
(b) Reports on Form 8-K:
The following report on Form 8-K was filed for the quarter ended
April 30, 1996.
Report filed on March 29, 1996 with respect to the acquisition of
Clonetics Corporation which occurred on January 17, 1996. The report
included the following financial statements and information:
(i) Financial statements of business acquired.
Report of Independent Public Accountants.
Clonetics Corporation:
Balance Sheets as of December 31, 1995 and 1994.
Statements of Income and Accumulated Deficit for the years
ended December 31, 1995 and 1994.
Statements of Cash Flows for the years ended December 31,
1995 and 1994.
Notes to Financial Statements.
(ii)Pro forma financial information.
General Statement to Unaudited Pro Forma Financial
Information.
Unaudited Pro Forma Consolidated Statement of Income for the
year ended October 31, 1995.
Unaudited Pro Forma Consolidated Statement of Income for the
three months ended January 31, 1996.
Notes to Unaudited Pro Forma Consolidated Statements of
Income.
10
SIGNATURES
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, thereunto duly authorized.
BIOWHITTAKER, INC.
Date: June 13, 1996 By /S/PHILP L. ROHRER, JR.
---------------------- -------------------------------------
Philip L. Rohrer, Jr., Vice President
(Principal Financial Officer)
11
BIOWHITTAKER, INC.
EXHIBIT INDEX
Sequentially
Exhibit No. Desscription Numbered Page
- ----------- ------------- -------------
11 Computation of Per Share Net Income 13
12
Exhibit 11
BIOWHITTAKER, INC.
COMPUTATION OF PER SHARE NET INCOME
(Dollars in thousands, except per share data)
For the Three For the Six
Months Ended Months Ended
April 30, April 30,
---------------- -----------------
1996 1995 1996 1995
---- ---- ---- ----
Earnings
Net(loss)income................ $ 1,367 $ 2,241 $ (592) $ 4,320
======= ======= ======== =======
Average Common and Common
Equivalent Shares (in 000)
Weighted average number of common
outstanding................ 10,759 10,713 10,759 10,657
Common equivalent share:
Stock options included under
treasury stock method..... 125 274 -- 323
Proportional interest rights of
Anasco GmbH 22 64 -- 78
------- -------- -------- -------
Total.......................... 10,906 11,051 10,759 11,058
======= ======== ======== =======
Net (Loss)/Income Per Share.... $ 0.13 $ 0.20 $ (0.05) $ 0.39
======= ======== ======== =======
Unaudited
Note:Net income per share determined on a fully diluted basis is not
materially different from primary net income per share shown above.
13
June 13, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: BioWhittaker, Inc. (the "Company")
10-Q for the Quarterly Period Ended April 30, 1996
Dear Ladies and Gentlemen:
For filing with the Securities and Exchange Commission pursuant to
Instruction G of Form 10-Q is electronically transmitted copy with exhibits of
the Company's Quarterly Report on Form 10-Q for the Quarterly period ended April
30, 1996.
Please acknowledge receipt of this filing.
/s/ F. Dudley Staples, Jr.
------------------------------
F. Dudley Staples, Jr.
Secretary and General Counsel
cc: Mr. Philip L. Rohrer, Jr. (w/encl.)
File