1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 ON FORM 8-K/A
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 12, 1998
IDEXX Laboratories, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of organization)
0-19271 01-0393723
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(Commission File Number) (I.R.S. Employer Identification No.)
One IDEXX Drive, Westbrook, Maine 04092
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(Address of principal executive offices) (Zip Code)
(207) 856-0300
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(Registrant's telephone number, including area code)
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
See attached
3
May 11, 1998
To the Board of Directors and Shareholders
Of Blue Ridge Pharmaceuticals, Inc.
In our opinion, the accompanying balance sheet and the related statements of
operations, of cash flows, and of changes in shareholders' equity present
fairly, in all material respects, the financial position of Blue Ridge
Pharmaceuticals, Inc. (a development stage company) at December 31, 1997 and the
results of their operations and their cash flows for the year ended December 31,
1997 in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.
Price Waterhouse LLP
Greensboro, NC
4
BLUE RIDGE PHARMACEUTICALS, INC.
BALANCE SHEETS
(a development stage company)
(in thousands, except share amounts)
DECEMBER JUNE
31, 1997 30, 1998
-------- --------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 1,454 $ 896
Accounts receivable, net - 51
Inventories - 528
------- -------
Total current assets 1,454 1,475
Machinery and equipment, net 97 117
------- -------
$ 1,551 $ 1,592
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 1,217 $ 1,056
Other long-term obligations 150 -
------- -------
Total liabilities 1,367 1,056
------- -------
Commitments and contingencies (Notes 6 and 7)
Shareholders' equity:
Class L common stock, $.01 par;
4,000 shares authorized;
1,105 and 905 issued and outstanding
at June 30, 1998 and December 31, 1997 - -
Class A common stock, $.01 par;
36,000 shares authorized;
9,945 and 8,145 shares issued and outstanding
at June 30, 1998 and December 31, 1997 - -
Additional paid-in capital 4,262 6,262
Deficit accumulated during the development stage (4,078) (5,726)
------- -------
Total stockholders' equity 184 536
------- -------
$ 1,551 $ 1,592
======= =======
The accompanying notes are an integral part of these financial statements
5
Blue Ridge Pharmaceuticals, Inc.
Statements of Operations
(a development stage company)
(in thousands)
FOR THE FOR THE SIX
YEAR ENDED MONTHS ENDED
DECEMBER 31, 1997 JUNE 30, 1998
----------------- -------------
(UNAUDITED)
Revenue -- $ 1,337
Cost of revenue -- 347
------- -------
Gross profit 990
Research and development expenses $ 1,311 990
General and administrative expenses 2,264 1,666
------- -------
Operating loss (3,575) (1,666)
------- -------
Other income (expenses):
Interest income 83 36
Interest expense (15) (18)
------- -------
68 18
------- -------
Loss before income taxes (3,507) (1,648)
Provision for income taxes -- --
------- -------
Net loss $(3,507) $(1,648)
======= =======
The accompanying notes are an integral part of these financial statements
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Blue Ridge Pharmaceuticals, Inc.
Statements of Shareholders' Equity
(a development stage company)
(in thousands, except share amounts)
COMMON SHARES OUTSTANDING COMMON STOCK
--------------------------- -----------------
CLASS L CLASS A
COMMON COMMON ADDITIONAL
(DELAWARE (DELAWARE CLASS L CLASS A PAID IN ACCUMULATED
CORPORATION) CORPORATION) COMMON COMMON CAPITAL DEFICIT
------------ ------------ ------- ------- ---------- -----------
Balance at December 31, 1996 699 6,290 $ - $ - $2,201 $ (571)
Issuance of additional shares
from first closing 6 55 - - 61 -
Issuance of shares in second
closing (September 8, 1997) 200 1,800 - - 2,000 -
Net loss - - - - (3,507)
----- ----- ----- ----- ------ -------
Balance at December 31, 1997 905 8,145 - - 4,262 (4,078)
Issuance of shares in third
closing (March 18, 1998) 200 1,800 - - 2,000
Net loss - - - - - (1,648)
----- ----- ----- ----- ------ -------
Balance at June 30, 1998 (unaudited) 1,105 9,945 $ - $ - $6,262 $(5,726)
===== ===== ===== ===== ====== =======
The accompanying notes are an integral part of these financial statements
7
Blue Ridge Pharmaceuticals, Inc.
Statements of Cash Flows
(a development stage company)
(in thousands)
FOR THE FOR THE SIX
PERIOD ENDED MONTHS ENDED
DECEMBER 31, 1997 JUNE 30, 1998
----------------- -------------
(UNAUDITED)
Cash flows from operating activities:
Net loss $(3,507) $(1,648)
Adjustments to reconcile net loss to
cash provided by operating activities:
Depreciation 12 7
Changes in assets and liabilities:
Accounts receivable (51)
Inventory (528)
Prepaid expenses 15
Notes receivable 2 -
Accounts payable 922 (161)
Other long-term obligations - (150)
------- -------
Net cash used by operating activities (2,556) (2,531)
------- -------
Cash flows from investing activities:
Capital expenditures (107) (27)
------- -------
Net cash used by investing activities (107) (27)
------- -------
Cash flows from financing activities:
Issuance of common stock 2,061 2,000
Payments on related party note (110) -
------- -------
Net cash provided by financing activities 1,951 2,000
------- -------
Decrease in cash and cash equivalents (712) (558)
Cash and cash equivalents at beginning of period 2,166 1,454
------- -------
Cash and cash equivalents at end of period $ 1,454 $ 896
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 3 $ 18
======= =======
Income taxes $ - $ -
======= =======
The accompanying notes are an integral part of these financial statements
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Blue Ridge Pharmaceuticals, Inc.
Notes To Financial Statements
(a development stage company)
(information with respect to June 30, 1998 is unaudited)
(in thousands, except share amounts)
NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF THE COMPANY
Blue Ridge Pharmaceuticals, Inc. was incorporated in North Carolina in July 1996
to develop and market pharmaceutical products in the animal health industry.
Since inception the Company has been in the development stage, principally
involved in research and development and other business planning activities,
with no revenues from product sales. Successful future operations depend upon
the Company's ability to develop, to obtain regulatory approval for and to
commercialize its products. Management believes that the existing cash on hand
at December 31, 1997, combined with proceeds from the March 1998 financing,
additional anticipated financing and operating cash flows will be adequate to
fund the Company's planned cash requirements at least through the end of 1998.
Effective December 23, 1996, the North Carolina corporation was merged into Blue
Ridge Pharmaceuticals, Inc. (a Delaware corporation). At that time each of the
2,500,000 shares of stock of the North Carolina corporation was converted into
.0004 shares of the Delaware corporation which became the surviving entity (the
"Company").
On December 30, 1996, the Company entered into an agreement with Bain Capital,
Inc. and Sutter Hill Ventures, Inc. (collectively referred to as the
"Purchasers"), whereby the Purchasers committed to invest up to $30 million into
the Company of which approximately $10 million is designated for start-up
funding needs; the balance is designated for potential acquisitions.
On December 30, 1996 the Company and the Purchasers completed the first closing
under the purchase agreement and issued 205 shares of the Company's Class L
common stock and 1,845 shares of the Company's Class A common stock for
$2,050,000. On September 8, 1997, the Company and the Purchasers completed the
second closing under the purchase agreement and issued 200 shares of the
Company's Class L common stock and 1,800 shares of the Company's Class A common
stock for $2,000,000. On March 18, 1998, the Company and the purchasers
completed the third closing under the purchase agreement and issued 200 shares
the Company's Class L common stock and 1,800 shares of the Company's Class A
common stock for $2,000.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents are defined as short-term investments having an
original maturity of three months or less.
MACHINERY AND EQUIPMENT
Machinery and equipment are stated at cost. Depreciation is calculated using
accelerated methods over the estimated useful lives of the assets, ranging from
five to seven years.
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Blue Ridge Pharmaceuticals, Inc.
Notes To Financial Statements
(a development stage company)
(information with respect to June 30, 1998 is unaudited)
(in thousands, except share amounts)
RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred and include costs of
third parties who conduct research and development, pursuant to development and
consulting agreements, on behalf of the Company.
INCOME TAXES
The Company provides for income taxes using the liability method whereby
deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the tax bases of assets and
liabilities and their financial statement reported amounts.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of short-term financial instruments, including cash and cash
equivalents, accounts payable and accrued liabilities, approximates their
carrying amounts in the financial statements due to the short maturity of such
instruments. The fair value of other long-term obligations approximates their
carrying amount based on the Company's estimated current incremental borrowing
rate.
INTERIM FINANCIAL STATEMENTS
The interim financial data as of June 30, 1998 and for the six months ended
June 30, 1998 is unaudited; however, in the opinion of the Company, the
interim data includes all adjustments, consisting only of normal recurring
adjustments, necessary for a fair statement of the results for the interim
period.
NOTE 2 - MACHINERY AND EQUIPMENT
DECEMBER 31, JUNE 30,
1997 1998
------------ --------
(UNAUDITED)
Machinery and equipment $ 94 $105
Office furniture and fixtures 15 31
---- ----
109 136
Less: Accumulated depreciation (12) (19)
---- ----
$ 97 $117
==== ====
NOTE 3 - INCOME TAXES
There is no current or deferred income tax expense for the year ended December
31, 1997 and the six months ended June 30, 1998, as the Company has incurred net
operating losses for tax purposes of $2,247 at December 31, 1997 and $3,895 at
June 30, 1998. Deferred tax assets are primarily attributable to the tax effects
of these operating loss carryforwards and capitalized start
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Blue Ridge Pharmaceuticals, Inc.
Notes To Financial Statements
(a development stage company)
(information with respect to June 30, 1998 is unaudited)
(in thousands, except share amounts)
up costs. A valuation allowance is required to reduce deferred tax assets if it
is more likely than not that some portion or all of the deferred tax asset will
not be realized. Management believes that a 100% valuation allowance is
appropriate at this time given the stage of development of the Company.
NOTE 4 - SHAREHOLDERS' EQUITY
Class A and class L shares have equal voting rights of one vote per share. The
class L shares accrue dividends cumulatively at a non-compounded annual rate of
12.5%. Any additional distributions declared in excess of the 12.5% yield on the
class L shares would first be paid to the class L shareholders until the full
original cost of the class L shares is paid; any residual dividends would be
paid to the holders of all common stock classes based on the number of shares
held by each such holder.
There have been no dividends declared as of December 31, 1997 and June 30, 1998.
The unpaid amount of dividends related to class L shares was $312 at December
31, 1997 and $594 at June 30, 1998. As this amount has not been declared, no
amount is accrued in the financial statements.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company has an agreement with Bain Capital, Inc. ("Bain") whereby Bain will
provide management services to the Company through December 31, 2006. Bain is a
related entity which purchased 1,800 shares of class A common stock and 200
shares of class L common stock of the Company for $2,000 during the first and
second closings discussed in Note 1 above. Fees accrued relating to the
management consulting agreement for the period ended December 31, 1997 and
June 30, 1998 were $260 and $293, respectively.
During 1997, the Company repaid a loan from an officer of the Company for $110.
The loan was made in 1996.
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Blue Ridge Pharmaceuticals, Inc.
Notes To Financial Statements
(a development stage company)
(information with respect to June 30, 1998 is unaudited)
(in thousands, except share amounts)
NOTE 6 - OPERATING LEASES
The Company leases office facilities and equipment under noncancelable operating
lease agreements.
Future minimum rental commitments at December 31, 1997 are as follows:
YEAR ENDED
----------
1998 $ 55
1999 29
2000 5
2001 5
2002 4
After 2002 -
NOTE 7 - RETIREMENT PLAN
The Company maintains a contributory 401(k) plan. The Company matches 100% of
the first 5% of salary contributed by employees. The Company expensed $36 for
employer contributions during 1997 and $25 for the six months ended June 30,
1998.
NOTE 8 - SUBSEQUENT EVENT (UNAUDITED)
On September 23, 1998, the Company entered into a stock purchase agreement with
IDEXX Laboratories Inc., of Westbrook, Maine, whereby, 100% of the Company's
outstanding stock was sold to IDEXX on October 1, 1998 in exchange for $39.1
cash, 5.5% notes amounting to $7.8 million, 805,519 warrants to acquire IDEXX
common stock exercisable at $31.59 per common share, and 114,504 shares of
common stock aggregating to an estimated fair value of $59.2 million. In
addition, the agreement has contingent payments whereby if certain revenue and
operating targets are met during certain dates through 2004, IDEXX will issue up
to 1.24 million shares of its common stock to the selling shareholders of Blue
Ridge. The 5.5% notes and 114,504 shares of common stock are contingently
payable to certain management stockholders of the Company as long as they are
continued to be employed under terms of the stock purchase agreement.
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(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information gives effect,
on a purchase accounting basis, to the Stock Purchase Agreement dated as of
September 23, 1998 by and among IDEXX Laboratories, Inc. ("IDEXX"), Blue Ridge
Pharmaceuticals, Inc. ("Blue Ridge"), and the stockholders of Blue Ridge
Pharmaceuticals, Inc.
In connection with this transaction, IDEXX paid $39.1 million in cash from
existing cash balances, issued warrants to purchase 805,519 shares of IDEXX
common stock, exercisable at $31.59 per common share, promissory notes to
certain stockholders amounting to $7.8 million, and future issuance of 114,894
shares of IDEXX common stock to a certain founder of Blue Ridge, issuable on
October 1, 2001, if he is still employed with Blue Ridge or IDEXX. The estimated
fair value of the consideration paid is approximately $59.2 million. In
addition, IDEXX will issue up to 1.24 million of its common stock if certain
operating results are achieved in the future. The pro forma financial statements
do not reflect this contingent issuance.
The unaudited pro forma condensed combined statements, which are based on
historical financial results, do not include any adjustments to reflect
anticipated cost savings and other benefits management believes will result from
the integration of Blue Ridge with IDEXX. The unaudited pro forma condensed
combined balance sheet at June 30, 1998 assumes that the transaction occurred on
June 30, 1998. The unaudited pro forma condensed combined statements of
operations for the six months ended June 30, 1998, and the year ended December
31, 1997 assumes that the transaction occurred on January 1, 1997. As part of
this transaction, IDEXX expects to take a one time charge estimated at $50.1
million to write off in-process research and development. Due to the
non-recurring nature of this change it is not included in the pro-forma
statements of operations for the six months ended June 30, 1998 and for the year
ended December 31, 1997. The charge has been reflected in the equity of the
balance sheet at June 30, 1998. The charge is not tax deductible.
The unaudited pro forma adjustments are based on preliminary assumptions of the
allocation of the purchase price and are subject to revision upon final
settlement of all purchase price adjustments and the completion of evaluations
and other studies of the fair value of all assets acquired and liabilities
assumed. Actual purchase accounting adjustments may differ from the pro forma
adjustments presented herein.
The pro forma condensed combined financial statements are not necessarily
indicative of the results that actually would have occurred if the transactions
described above had been effective since the assumed dates, nor are the
statements indicative of future combined financial position or earnings. IDEXX's
future financial statements will reflect the acquisition of Blue Ridge as of
October 1, 1998.
The pro forma condensed combined financial statements should be read in
conjunction with the consolidated financial statements of IDEXX as filed with
the Securities and Exchange Commission in its Form 10-K for the year ended
December 31, 1997 and Quarterly Report on Form 10-Q for the six months ended
June 30, 1998.
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS AS OF JUNE 30, 1998
(IN THOUSANDS)
Pro forma Pro forma
IDEXX Blue Ridge Adjustments Combined
------------- ------------- ----------- ---------
ASSETS
Current assets:
Cash and cash equivalents $129,637 $ 896 a$(39,089) $ 91,444
Short-term investments 35,677 35,677
Accounts receivable, net 49,246 51 - 49,297
Inventories 51,049 528 - 51,577
Deferred income taxes and
other current assets 19,484 - - 19,484
-------- -------- -------- --------
Total current assets 285,093 1,475 (39,089) 247,479
Long-term investments 12,530 12,530
Net property, plant and Equipment 40,377 117 40,494
Other assets, net 47,564 - b 8,875 56,439
-------- -------- -------- --------
Total assets $385,564 $ 1,592 $(30,214) $356,942
======== ======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 15,686 281 - 15,967
Accrued expenses 39,014 775 c 269 40,058
Notes payable 2,547 d 3,915 6,462
Deferred revenue 14,341 - - 14,341
-------- -------- -------- --------
Total current liabilities 71,588 1,056 4,184 76,828
Long term notes payable d 3,915 3,915
Stockholders' equity:
Common stock 3,860 - 3,860
Additional paid-in-capital 260,344 6,262 e 6,061 272,667
Retained earnings
(Accumulated deficit) 55,115 (5,726) f (44,374) 5,015
Cumulative translation
adjustment (5,343) - - (5,343)
-------- -------- -------- --------
Total stockholders' equity 313,976 536 (38,313) 276,199
-------- -------- -------- --------
Liabilities and stockholders' equity $385,564 $ 1,592 $(30,214) $356,942
======== ======== ======== ========
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS) Pro forma Pro forma
IDEXX Blue Ridge Adjustments Combined
-------- ---------- ----------- ----------
Revenue $158,679 1,337 -- 160,016
Cost of revenue 78,736 347 -- 79,083
-------- -------- ------- --------
Gross profit 79,943 990 -- 80,933
Expenses:
Sales & marketing 31,932 31,932
General & administrative 26,871 1,666 g $ 444 28,981
Research & development 9,909 990 -- 10,899
-------- -------- ------- --------
Income (loss) from operations 11,231 (1,666) (444) 9,121
Interest income (expense), net 3,292 18 h (1,192) 2,118
-------- -------- ------- --------
Net income (loss) before
provision for income taxes 14,523 (1,648) (1,636) 11,239
Provision (benefit) for income taxes 5,664 -- i (1,108) 4,556
-------- -------- ------- --------
Net income (loss) $ 8,859 $ (1,648) $ (528) $ 6,683
======== ======== ======= ========
Net income per share:
Basic $ 0.23 $ 0.17
Diluted $ 0.22 $ 0.17
Shares outstanding:
Basic 38,367 38,481
Diluted 39,827 39,941
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS) Pro forma Pro forma
IDEXX Blue Ridge Adjustments Combined
---------- ---------- ----------- ---------
Revenue $ 262,970 -- -- $262,970
Cost of revenue 134,231 -- -- 134,231
--------- ------- -------- --------
Gross profit 128,739 -- -- 128,739
Expenses:
Sales & marketing 73,213 73,213
General & administrative 42,899 $ 2,264 j $ 888 46,051
Research & development 17,057 1,311 -- 18,368
Non-recurring charge 34,500 -- -- 34,500
--------- ------- -------- --------
Income (loss) from operations (38,930) (3,575) (888) (43,393)
Interest income (expense), net 6,670 68 k (2,385) 4,353
--------- ------- -------- --------
Net loss before
benefit for income taxes (32,260) (3,507) (3,273) (39,040)
Benefit for income taxes (11,140) l (2,356) (13,496)
--------- ------- -------- --------
Net loss $ (21,120) $(3,507) $ (917) $(25,544)
========= ======= ======== ========
Net loss per share:
Basic $ (0.56) $ (0.67)
Diluted $ (0.56) $ (0.67)
Shares outstanding:
Basic 37,974 38,088
Diluted 37,974 38,088
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
a. Payment of cash purchase price
b. Record estimated goodwill of $8,875
c. Record Estimated acquisition costs of $269
d. Record notes payable issued to certain Blue Ridge stockholders amounting to
$7,830, of which $3,915 is payable within one year
e. Record estimated value of warrants and stock to be issued as part of the
acquisition amounting to $12,323, offset by elimination of Blue Ridge's
additional paid-in-capital of $6,262
f. Adjustment for estimated write-off of in-process research & development of
$50,100, offset by an elimination of Blue Ridge accumulated deficit of
$5,726
g. Record estimated amortization of goodwill for six months
h. Record estimated reduced interest income as a result of a reduction of cash
balances of $39,089 at 5% per annum and interest expense on Notes Payable
of 5.5% per annum
i. Record estimated adjustment for taxes using 39% effective tax rate,
including provision for tax benefit of Blue Ridge's net loss. Goodwill
amortization is not deductible
j. Record estimated amortization of goodwill for the year
k. Record estimated reduced interest income as a result of a reduction of cash
balances of $39,089 at 5% per annum and interest expense on Notes Payable
of 5.5% per annum
l. Record estimated adjustment for taxes using 40% effective tax rate,
including provision for tax benefit of Blue Ridge's net loss. Goodwill
amortization is not deductible
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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, thereunto duly authorized.
IDEXX LABORATORIES, INC.
BY: /s/ Ralph K. Carlton
---------------------------------
Ralph K. Carlton
Senior Vice President Finance and
Administration
Date: November 12, 1998
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(c) Exhibits
(1) Consent of PricewaterhouseCoopers LLP