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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------------
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
COMMISSION FILE NUMBER 000-21930
BIOSOURCE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0340829
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
542 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 987-0086
Indicate by check mark 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 periods that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES /X/ NO /_/
The number of shares of the Registrant's common stock, $.001 par value,
outstanding as of May 8, 2002 was 9,638,863.
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BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
FORM 10-Q
MARCH 31, 2002
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of
March 31, 2002 (unaudited) and December 31, 2001 3
Condensed Consolidated Statements of Operations
for the three months ended March 31, 2002 and
2001 (unaudited) 4
Condensed Consolidated Statements of Cash Flows
for the three months ended March 31, 2002 and
2001 (unaudited) 5
Notes to Condensed Consolidated Unaudited
Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 23
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 23
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 24
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 24
ITEM 5. OTHER INFORMATION 24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 24
SIGNATURES 25
2
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
MARCH 31, DECEMBER 31,
2002 2001
-------- --------
ASSETS
Current assets:
Cash and cash equivalents ..................... $ 6,340 9,471
Accounts receivable, less allowance for
doubtful accounts of $249 at March 31,
2002 and $261 at December 31, 2001 .......... 6,543 6,184
Inventories, net (note 3) ..................... 7,313 7,184
Prepaid expenses and other current assets ..... 529 540
Deferred income taxes ......................... 1,584 1,584
-------- --------
Total current assets ............... 22,309 24,963
Property and equipment, net (note 4) ............. 5,645 5,408
Intangible assets net of accumulated amortization
of $2,013 at March 31, 2002 and $2,101 at
December 31, 2001 (note 5) .................... 6,565 6,912
Goodwill, net of accumulated amortization of
$161 at March 31, 2002 and $1,276 at December
31, 2001 (note 5) ............................. 299 4,741
Other assets ..................................... 560 491
Deferred tax assets .............................. 9,085 7,326
-------- --------
$ 44,463 49,841
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable .............................. $ 2,849 2,416
Accrued expenses .............................. 2,365 2,707
Deferred revenue .............................. 371 404
Income tax payable ............................ 540 436
-------- --------
Total current liabilities .......... 6,125 5,963
Commitments and contingencies (note 9)
Stockholders' equity:
Common stock, $.001 par value. Authorized
20,000,000 shares: issued 10,461,363 and
outstanding 9,832,539 shares at March 31,
2002; issued 10,449,817 shares and outstanding
10,353,817 shares at December 31, 2001 ........ 10 10
Additional paid-in capital ....................... 45,723 48,761
Accumulated deficit .............................. (4,829) (2,330)
Accumulated other comprehensive loss ............. (2,566) (2,563)
-------- --------
Net stockholders' equity ........... 38,338 43,878
-------- --------
$ 44,463 49,841
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(Amounts in thousands, except per share data)
(Unaudited)
2002 2001
-------- --------
Net sales ........................................ $ 9,781 8,657
Cost of sales .................................... 4,196 3,957
-------- --------
Gross profit ................................. 5,585 4,700
Operating expenses:
Research and development ..................... 1,293 954
Sales and marketing .......................... 2,266 1,922
General and administrative ................... 1,460 1,807
Amortization of intangibles .................. 160 275
-------- --------
Total operating expenses ................ 5,179 4,958
-------- --------
Operating income (loss) .......................... 406 (258)
Interest income (expense), net ................... 40 137
Other income (expense), net ...................... 30 49
-------- --------
Income (loss) before income taxes (benefit) ...... 476 (72)
Income tax expense (benefit) ..................... 105 (22)
-------- --------
Net income (loss) before cumulative
effect of accounting change ........... 371 (50)
Cumulative effect of accounting change (net
of applicable income taxes of $1,759)
(note 5) ..................................... (2,870) --
-------- --------
Net loss ......................................... $ (2,499) (50)
======== ========
Net income (loss) per share before accounting
change:
Basic ........................................ $ 0.04 (0.00)
======== ========
Diluted ...................................... $ 0.03 (0.00)
======== ========
Net income (loss) per share after accounting
change:
Basic ........................................ $ (0.25) 0.00
======== ========
Diluted ...................................... $ (0.23) 0.00
======== ========
Shares used to compute net income (loss)
per share:
Basic ........................................ 10,190 10,352
======== ========
Diluted ...................................... 10,757 10,352
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(Amounts in thousands)
(Unaudited)
2002 2001
------- -------
Cash flows from operating activities:
Net loss ............................................. $(2,499) (50)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities:
Depreciation and amortization ................... 496 551
Stock compensation .............................. -- 339
Changes in assets and liabilities, net of
effects of acquisitions
Accounts receivable ............................. (379) (642)
Inventories ..................................... (162) 233
Prepaid expenses and other current assets ....... 16 (67)
Deferred taxes .................................. (1,759) --
Other assets .................................... 4,560 365
Accounts payable ................................ 436 (1,008)
Accrued expenses ................................ (306) (475)
Deferred revenue ................................ (33) (51)
Income taxes payable ............................ 104 6
------- -------
Net cash provided from (used in) operating
activities ......................................... 474 (799)
------- -------
Cash flows from investing activities:
Purchase of property and equipment ................... (623) (213)
------- -------
Net cash flows from investing activities ........ (623) (213)
------- -------
Cash flows from financing activities:
Proceeds from the exercise of options ................ 40 201
Purchase of treasury stock ........................... (3,080) --
------- -------
Net cash used in financing activities ........... (3,040) 201
------- -------
Net decrease in cash and cash equivalents ....... (3,189) (811)
Effect of exchange rates on cash and cash equivalents .... 58 (365)
Cash and cash equivalents at beginning of period ......... 9,471 10,633
------- -------
Cash and cash equivalents at end of period ............... $ 6,340 9,457
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ........................................ $ 1 1
======= =======
Income taxes .................................... $ -- --
======= =======
Supplemental disclosure of non-cash information:
Income tax benefit from exercise of stock options $ 95 --
======= =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of BioSource
International, Inc. (the "Company") are unaudited and have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
regarding interim financial reporting. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements and should be read in conjunction
with the consolidated financial statements and notes thereto included in our
Annual Report on Form 10-K, for the fiscal year ended December 31, 2001. In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements include all adjustments that are necessary for a fair
presentation. The results of operations for the three months ended March 31,
2002, are not necessarily indicative of results to be expected for the full
fiscal year.
2. GENERAL
Our company develops, manufactures, markets and distributes products and
services that are widely used in biomedical research. Our products and services
enable scientists to better understand the biochemistry, immunology and cell
biology of the human body, aging and certain diseases such as cancer, arthritis
and other inflammatory diseases, AIDS and certain other infectious diseases. We
have a wide variety of products, including immunoassay and ELISA test kits;
immunological reagents, including bioactive proteins (cytokines, growth factors
and adhesion molecules), oligonucleotides, and monoclonal and polyclonal
antibodies. We also manufacture and market custom oligonucleotides, peptides and
antibodies to the specifications of our customers. We use recombinant DNA
technology to produce cytokines and other proteins.
RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the FASB issued SFAS No.141, "Accounting For Business
Combinations," and SFAS No. 142, "Accounting For Goodwill and Other Intangible
Assets." SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. SFAS No. 142
requires that goodwill and intangible assets with indefinite useful lives no
longer be amortized to earnings, but instead be reviewed for impairment in
accordance with SFAS No. 142. The amortization of goodwill and intangible assets
with indefinite lives was approximately $160,000 and $275,000 for the quarters
ended March 31, 2002 and 2001 respectively. Effective January 1, 2002, the
Company's goodwill and other intangible assets are accounted for under SFAS No.
141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible
Assets." In the quarter ended March 31, 2002, the Company recognized a non-cash
impairment charge, net of applicable income taxes, of $2,870,000 representing
the cumulative effect of a change in accounting principle resulting from the
implementation of FAS 142. This impairment charge for goodwill resulting from
the adoption of FAS 142 is non-operational in nature and is shown in the
accompanying condensed consolidated statement of operations as a cumulative
effect of an accounting change net of the related tax impact.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. While SFAS No.
144 supersedes SFAS No.121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," it retains many of the fundamental
provisions of that statement. The standard is effective for fiscal years
beginning after December 15, 2001. The Company expects that the adoption of SFAS
No. 144 will not have a material impact on the financial position or results
from operations.
3. INVENTORIES (AMOUNTS IN THOUSANDS)
MAR. 31, 2002 DEC. 31, 2001
Raw materials $ 2,344 2,367
Work in process 357 304
Finished goods 4,612 4,513
---------- ----------
$ 7,313 7,184
========== ==========
6
4. PROPERTY AND EQUIPMENT (AMOUNTS IN THOUSANDS)
MAR. 31, 2002 DEC. 31, 2001
Machinery and equipment $ 7,326 6,919
Office furniture and equipment 2,709 2,604
Leasehold improvements 979 907
---------- ----------
11,014 10,430
Less accumulated depreciation and
amortization 5,369 5,022
---------- ----------
$ 5,645 5,408
========== ==========
5. GOODWILL AND INTANGIBLE ASSET - ADOPTION OF FINANCIAL ACCOUNTING STATEMENT
142
In July 2001, the FASB issued SFAS No.141, "Accounting For Business
Combinations," and SFAS No. 142, "Accounting For Goodwill and Other Intangible
Assets." SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. SFAS No. 142
requires that goodwill and intangible assets with indefinite useful lives no
longer be amortized to earnings, but instead be reviewed for impairment in
accordance with SFAS No. 142. The amortization of goodwill and intangible assets
with indefinite lives was approximately $160,000 and $275,000 for the quarters
ended March 31, 2002 and 2001, respectively. Effective January 1, 2002, the
Company's goodwill and other intangible assets are accounted for under SFAS No.
141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible
Assets." In the quarter ended March 31, 2002, the Company recognized a non-cash
impairment charge, net of applicable income taxes, of $2,870,000 representing
the cumulative effect of a change in accounting principle resulting from the
implementation of FAS 142. This impairment charge for goodwill resulting from
the adoption of FAS 142 is non-operational in nature and is shown in the
accompanying condensed consolidated statement of operations as a cumulative
effect of an accounting change net of the related tax impact.
The pro forma effects of implementation of FAS 142 to prior periods would be as
follows: (amounts in thousands)
QUARTER ENDED MARCH 31,
2002 2001
---------- ----------
REPORTED LOSS $ (2,499) (50)
Add:
Impairment charge 2,870 --
Goodwill Amortization -- 115
---------- ----------
Adjusted net Income $ 371 65
========== ==========
BASIC NET INCOME PER SHARE:
Reported loss $ (0.25) 0.00
Impairment charge 0.29 0.00
Goodwill amortization 0.00 0.01
---------- ----------
Adjusted net Income $ 0.04 0.01
========== ==========
DILUTED NET INCOME PER SHARE:
Reported loss $ (0.23) 0.00
Impairment charge 0.26 0.00
Goodwill amortization 0.00 0.01
---------- ----------
Adjusted net Income $ 0.03 0.01
========== ==========
7
EARNINGS PER SHARE
The reconciliation of basic to diluted weighted average shares is as follows
(amounts in thousands):
THREE MONTHS ENDED MARCH 31,
2002 2001
--------- ---------
Net income (loss) before cumulative
effect of accounting change $ 371 $ (50)
========= =========
Weighted average shares used in basic
computation 10,190 10,352
Dilutive stock options and warrants 567 --
--------- ---------
Weighted average shares used for diluted
computation 10,757 10,352
========= =========
Options to purchase 1,241,848 and 2,601,887 shares were not included in the
computation of diluted net loss per share for the three month periods ended
March 31, 2002 and 2001, respectively because their effect would be
anti-dilutive.
Warrants to purchase 1,287,000 shares at a weighted average exercise price of
$7.77 per share were outstanding as of March 31, 2002 and 2001 but were not
included in the computation of diluted net income (loss) per share for the three
months ended March 31, 2002 and 2001 because their effect would be
anti-dilutive.
7. STOCKHOLDERS' EQUITY
Comprehensive loss is determined as follows (amounts in thousands):
THREE MONTHS ENDED MARCH 31,
2002 2001
--------- ---------
Net loss $ (2,499) (50)
Foreign currency translation adjustments (3) (290)
--------- ---------
Total comprehensive loss $ (2,502) (340)
========= =========
8. BUSINESS SEGMENTS
The Company is engaged in a single industry, the licensing, development,
manufacture, marketing and distribution of immunological reagents, test kits and
oligonucleotides used in biomedical research and human diagnostics. Our
customers are not concentrated in any specific geographic region and no single
customer accounts for a significant amount of our sales.
Management of the Company has determined its reportable segments are strategic
business units that offer both sales to external customers from geographic
company facilities and sales to external customers in certain geographic
regions. Significant reportable business segments are the United States and
European facilities, and sales to external customers are summarized as those
located in the United States, Europe, Japan and other. We evaluate performance
for the "Sales-from" segments on net revenue and profit and loss from
operations. Our reportable segments are strategic business units that offer
geographical product availability. They are managed separtely because each
business requires different marketing and distribution strategies. Business
information is summarized as follows:
8
SALES-FROM SEGMENTS (AMOUNTS IN THOUSANDS): THREE MONTHS ENDED MARCH 31,
2002 2001
-------- --------
Net sales to external customers from:
United States:
Domestic $ 5,895 4,797
Export 1,106 1,276
-------- --------
Total United States 7,001 6,073
Europe 2,780 2,584
-------- --------
Consolidated $ 9,781 8,657
======== ========
Operating income (loss):
United States $ (233) (808)
Europe 639 550
-------- --------
Consolidated $ 406 (258)
======== ========
SALES-TO SEGMENTS:
Net sales to external customers in:
United States $ 5,895 4,797
Europe 2,451 2,396
Japan 932 887
Other 503 577
-------- --------
Consolidated $ 9,781 8,657
======== ========
9. COMMITMENTS AND CONTINGENCIES
On June 14, 2000, one of our former employees, Jordan Fishman, Ph.D., filed a
legal action against us in the United States Central District Court of
California alleging breach of Dr. Fishman's Employment Agreement and a number of
other causes of action. BioSource filed a counter claim against Dr. Fishman, and
a number of pre-trial motions, the result of which was that only the breach of
contract claim and BioSource's counter claim remained for trial. On January 14,
2002, shortly before the scheduled trial date, plaintiff agreed to settle the
case and the DiSorbo Lawsuit discussed below for $275,000.
Dr. Fishman also sued Dennis DiSorbo, Ph.D., a Vice President of our QCB
division, in the Superior Court of Worcester, Massachusetts, for wrongfully
interfering with his employment contract with BioSource (the "DiSorbo Lawsuit").
The DiSorbo Lawsuit was stayed pending the determination of the California
Lawsuit. The parties agreed to settle the DiSorbo Lawsuit as part of the
settlement of the California Lawsuit without additional consideration.
In June of 2000, the former shareholders of QCB commenced a AAA arbitration
proceeding against the Company seeking the recovery of escrowed funds from the
purchase of QCB that were withheld from the purchase price paid by the Company
as security for claims the Company might discover after Closing. The Company has
counterclaimed against the former shareholders of QCB, including Dr. Fishman, in
the arbitration to recover damages management believes it has suffered in
connection with inaccuracies in, and/or breaches of the representations and
warranties contained in the original Stock Purchase Agreement for QCB executed
on December 9, 1998. The Company seeks to recover $1,347,000 of escrowed funds
for this claim. In addition, the Company also brought a fraud claim against Dr.
Fishman for the intentional misrepresentations and/or omissions he made in
connection with the Stock Purchase Agreement. In its fraud claim, the Company
seeks to recover the amount of its overpayment for the purchase of QCB, the
amount of lost profits that BioSource would reasonably have anticipated and
earned had QCB possessed the characteristics fraudulently attributed to it,
punitive damages, and attorneys' fees and costs. The parties have selected a
panel of three arbitrators who will hear the dispute. The parties are in the
process of conducting discovery in connection with the arbitration. Discovery is
scheduled to conclude on July 15, 2002. The arbitration is scheduled to begin on
October 2, 2002. The company has not recorded an accrual for any potential gain
realized upon a successful recovery of any or all of the escrowed funds or
recoverable damages. The Company is expensing all legal fees as they are
incurred.
9
The Company is involved in various other claims and lawsuits incidental to its
business. In the opinion of management, these claims and suits in the aggregate
will not materially affect the financial position, results of operations or
liquidity of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis of financial condition and results of operations
should be read in conjunction with the consolidated financial statements, the
notes thereto and other information, including information set forth in our 10-K
for the fiscal year ended December 31, 2001, and all other recent filings we
have made with the Securities and Exchange Commission.
This Form 10-Q contains forward-looking statements, which are made pursuant to
the safe-harbor provisions of the Private Securities Litigation Reform Act of
1995. Within this Form 10-Q, words such as "believes," "designed,"
"anticipates," and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying such statements.
These forward-looking statements involve a number of risks and uncertainties,
including the timely development and market acceptance of our products and
technologies and other factors described throughout this Form 10-Q and in our
other filings with the Securities and Exchange Commission. The actual results
that we achieve may differ from any forward-looking statements due to such risks
and uncertainties. We do not undertake any obligation to revise or update any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this report.
OVERVIEW
Our company develops, manufactures, markets and distributes products and
services that are widely used in biomedical research. Our products and services
enable scientists to better understand the biochemistry, immunology and cell
biology of the human body, aging and certain diseases such as cancer, arthritis
and other inflammatory diseases, AIDS and certain other infectious diseases. We
have a wide variety of products, including immunoassay and ELISA test kits;
immunological reagents, including bioactive proteins (cytokines, growth factors
and adhesion molecules), oligonucleotides, and monoclonal and polyclonal
antibodies. We also manufacture and market custom oligonucleotides, peptides and
antibodies to the specifications of our customers. We use recombinant DNA
technology to produce cytokines and other proteins. We have registered our
analyte specific reagents with the FDA and have received a license to sell these
products as Class I Medical Devices. We market these products to in vitro
diagnostic manufacturers and clinical reference laboratories as "active
ingredients" in the tests they produce to identify various specific diseases or
conditions. In order to market these products as medical devices, we are
required to be in compliance with the FDA's Current Good Manufacturing Practices
and Regulations.
CRITICAL ACCOUNTING POLICIES
General
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. Specifically,
management must make estimates in the following areas:
ALLOWANCE FOR DOUBTFUL ACCOUNTS. The Company has $6,792,000 in gross trade
accounts receivable and $249,000 in allowance for doubtful accounts at
March 31, 2002. The Company has procedures in place to review the credit
worthiness of new customers and also to properly review orders from
existing customers to determine if a change in credit terms is warranted. A
review of our allowance for doubtful accounts is
10
done timely and consistently throughout the year. As of March 31, 2002, we
believe our allowance for doubtful accounts is fairly stated. We do have
accounts receivable amounts from certain customers as of March 31, 2002
that if their financial condition changed and a significant allowance
needed to be created, could have a material adverse effect on the Company's
financial results for 2002.
INVENTORY ADJUSTMENTS. We review the components of our inventory on a
regular basis for excess, obsolete and impaired inventory based on
estimated future usage and sales. The Company reserves its entire antibody
inventory at 100% of its value because the ability to sell the antibody
inventory is questionable. As of March 31, 2002, the Company had $3,672,000
of antibodies in its inventory and a reserve for these antibodies totaling
$3,672,000. The Company will continue to monitor its antibody reserve
policy. Additionally, material inventory write-downs in our inventory can
occur if competitive conditions or new product introductions by our
customers or us vary from our current expectations.
DEFERRED TAX ASSETS AND DEFERRED INCOME TAXES. The Company has $10,669,000
in deferred income taxes and deferred tax assets on its consolidated
balance sheet as of March 31, 2002. As of March 31, 2002, no valuation
allowance has been set up to offset any of the deferred tax assets. The
ability to realize these deferred tax assets depends entirely on the
Company generating taxable income in the future. The Company has used
historical information as well as a projected financial outlook to project
taxable income amounts. The Company believes it is more likely than not
that they will be able to realize these benefits in the future. A material
change in our expected realization of these assets would occur if the
ability to deduct tax loss carryforwards against future taxable income is
altered. If our projections involving tax planning and operating strategies
do not materialize or if significant changes in tax laws occur within the
various tax jurisdictions in which we operate, we would have to set up a
valuation allowance against our deferred tax assets that could materially
affect our tax expense and our financial results.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in preparation of our consolidated
financial statements.
REVENUE RECOGNITION. Our revenue is generated from the sale of products
primarily manufactured by us. We do have a small amount of products we sell
on an outside equipment manufactured ("OEM") basis. We recognize revenue
from all of our product sales upon transfer of title to the customer, which
occurs upon shipment. We typically ship to our customers FOB shipping
point. We do have customers who order and pay for certain cell culture
products and request that we store a portion of the batch for them. In
these instances, we record all payments as deferred revenue in the
consolidated balance sheets and recognize revenue upon shipment of the
product to the customer. The Securities and Exchange Commission's Staff
Accounting Bulletin No. 101, "Revenue Recognition," ("SAB 101") provides
guidance on the application of generally accepted accounting principles to
selected revenue recognition issues. We believe that our revenue
recognition policy is consistent with this guidance and in accordance with
generally accepted accounting principles. We do not anticipate any changes
to our revenue recognition and shipping policies in the future.
LONG-LIVED ASSETS. In October, 2001 the Financial Accounting Standards
Board ("FASB") issued Statement on Financial Accounting Standards ("SFAS")
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. While SFAS No. 144 supersedes SFAS No.121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," it retains many of the fundamental provisions of
that statement. The standard is effective for fiscal years beginning after
December 15, 2001. It is our policy, and in accordance with SFAS No. 144,
to account for long-lived assets, including intangibles, at amortized cost.
As part of an ongoing review of the valuation and amortization of
long-lived assets, management assesses the carrying value of such assets if
facts and circumstances suggest that they may be impaired. If this review
indicates that long-lived assets will not be recoverable, as determined by
a non-discounted cash flow analysis over the remaining amortization period,
the carrying value of the Company's long-lived assets would be reduced to
its estimated fair value based on discounted cash flows. As a result, we
have determined that our long-lived assets are not impaired as of March 31,
2002 and 2001.
11
GOODWILL. In July 2001, the FASB issued SFAS No.141, "Accounting For
Business Combinations," and SFAS No. 142, "Accounting For Goodwill and
Other Intangible Assets." SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30,
2001. SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized to earnings, but instead be
reviewed for impairment in accordance with SFAS No. 142. The amortization
of goodwill and intangible assets with indefinite lives was approximately
$160,000 and $275,000 for the quarters ended March 31, 2002 and 2001,
respectively. Effective January 1, 2002, the Company's goodwill and other
intangible assets are accounted for under SFAS No. 141 "Business
Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets." In
the quarter ended March 31, 2002, the Company recognized a non-cash
impairment charge, net of applicable income taxes, of $2,870,000
representing the cumulative effect of a change in accounting principle
resulting from the implementation of FAS 142. This impairment charge for
goodwill resulting from the adoption of FAS 142 is non-operational in
nature and is shown in the accompanying condensed consolidated statement of
operations as a cumulative effect of an accounting change net of the
related tax impact.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002
Revenues: Net sales for the quarter ended March 31, 2002 were $9.8 million, an
increase of $1.1 million, or 13%, (14% after eliminating the $127,000 negative
impact of foreign exchange) compared to net sales for the quarter ended March
31, 2001. For the three months ended March 31, 2002, the Company achieved net
sales growth in North America of 21% as compared to the three months ended March
31, 2001. European sales for the three months ended March 31, 2002 increased 2%
(8% in local currency), as compared to the comparable prior year period. Sales
in Japan and the rest of the world increased 1%, for the three months ended
March 31, 2002 as compared to the three months ended March 31, 2001.
Gross profit: Gross profit margin for the three months ended March 31, 2002 was
57%, an increase from 54% for the three months ended March 31, 2001. The gross
profit margin was higher for the quarter ended March 31, 2002, in part because
of increased productivity resulting from higher demand of certain custom
products, but continued to be negatively impacted by increased raw material
costs.
Research and development: Research and development expense for the three months
ended March 31, 2002 and 2001 was $1,293,000 and $954,000, respectively. As a
percentage of sales, research and development expense was 13% and 11% for the
three months ended March 31, 2002 and 2001 respectively. The increase in
expenses for the three months ended March 31, 2002 when compared to the
comparable prior year period reflects the Company's previously announced
strategy of increasing R & D spending with the goal of producing more new, novel
and proprietary products.
Sales and marketing: Selling and marketing expenses were $2.3 million for the
three months ended March 31, 2002, and $1.9 million for the three months ended
March 31, 2001, an increase of approximately $400,000. As a percentage of sales,
selling and marketing expenses represented 23% and 22% for the three months
ended March 31, 2002 and 2001, respectively. The increase in expenses from the
comparable prior year quarter is due to approximately $160,000 in increased
expenses related to our sales catalog, $120,000 in payroll and related expenses,
including sales commissions, and $120,000 in other sales and marketing
expenditures.
General and administrative: General and administrative expenses were $1.5
million for the three months ended March 31, 2002, and $1.8 million for the
three months ended March 31, 2001, a decrease of $300,000. As a percentage of
sales, general and administrative expenses represented 15% and 21% for the three
months ended March 31, 2002 and 2001, respectively. The decrease in expenses is
due to $495,000 of legal fees and a non-cash stock compensation charge incurred
in the quarter ended March 31, 2001, that were not incurred in the current
quarter, offset by an increase in ongoing general and administrative expenses of
$195,000 related to general office and personnel compensation expenses.
Amortization of intangible assets: Amortization of intangible assets for each of
the three months ended March 31, 2002 and 2001 amounted to $160,000 and
$275,000, respectively and is related to the amortization of the intangible
assets from the QCB and Biofluids acquisitions. The reduction in amortization in
the current quarter compared to
12
the quarter ended March 31, 2001, is related to the implementation of FAS 142
which eliminated the amortization of goodwill.
Interest income, net: Interest income for the three months ended March 31, 2002,
and March 31, 2001, was $40,000 and $137,000 which was related to interest
income on cash invested in short-term securities during each of the respective
quarters.
Income tax expense (benefit): The effective income tax rate and income tax
amount for the three months ending March 31, 2002 was 22% or $105,000, and (31%)
or ($22,000) for the three months ended March 31, 2001. The Company has
benefited from R & D and other tax credits which when applied to the lower
income for the periods presented results in a lower effective tax rate for the
three months ended March 31, 2002, and an income tax benefit for the three
months ended March 31, 2001.
Cumulative effect of accounting change: The Company recognized a non-cash
charge, net of applicable income taxes, of $2,870,000 representing the
cumulative effect of a change in accounting principle resulting from the
implementation of FAS 142, Accounting for Goodwill and Other Intangible Assets.
LIQUIDITY AND CAPITAL RESOURCES:
Cash and cash equivalents as of March 31, 2002, of $6,340,000 decreased by
$3,131,000 from $9,471,000 at December 31, 2001. The decrease in cash was due
primarily from a cash outlay of $3.1 million for the repurchase of 529,000
shares of the Company's common stock through its stock repurchase program
initiated in October 2001. Net cash provided from operating activities of
$474,000 was offset by capital expenditures of $623,000. Working capital, which
is the excess of current assets over current liabilities, was $16,184,000 at
March 31, 2002, as compared to $19,000,000 at December 31, 2001, representing a
decrease of $2,816,000.
In the three months ended March 31, 2002, the Company received $40,000 from the
issuance of common stock related to the exercise of stock options.
In October of 2001, the Company announced that its Board of Directors had
approved a stock repurchase program. The Board has authorized the Company to
repurchase up to $5,000,000 of its common stock. The repurchases are to be made
at the discretion of management and can be made at any time, as market
conditions warrant. The stock repurchase program will end June 30, 2003. As of
March 31, 2002, the Company had repurchased 625,000 shares of Common Stock and
incurred a cash outlay totaling $3.7 million.
The Company has never paid dividends on common stock and has no plans to do so
in fiscal 2002. Our earnings will be retained for reinvestment in the business.
The Company expects to be able to meet its future cash and working capital
requirements for operations and capital additions through currently available
funds and cash generated from operations, if any. However, we may raise
additional capital or secure debt financing from time to time to take advantage
of favorable conditions in the market or in connection with our corporate
development activities.
RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this report before purchasing shares of our common
stock. Investing in our common stock involves a high degree of risk. If any of
the following events or outcomes actually occur, our business, operating results
and financial condition would likely suffer. As a result, the trading price of
our common stock could decline, and you may lose all or part of the money you
paid to purchase our common stock.
13
RISKS RELATED TO OUR BUSINESS
FAILURE TO MANAGE OUR GROWTH AND EXPANSION COULD IMPAIR OUR BUSINESS.
We historically have sought, and will continue to seek, to increase our sales
and profitability primarily through the acquisition or internal development of
new product lines, additional customers and new businesses. Our historical
revenue growth is primarily attributable to our acquisitions and new product
development and, to a lesser extent, to increased revenues from our existing
products. We expect that future acquisitions, if successfully consummated, will
create increased working capital requirements, which will likely precede by
several months any material contribution of an acquisition to our net income.
Our ability to achieve our expansion objectives and to manage our growth
effectively and profitably depends upon a variety of factors, including:
o our ability to internally develop new products;
o our ability to make profitable acquisitions;
o integration of new facilities into existing operations;
o hiring, training and retention of qualified personnel;
o establishment of new relationships or expansion of existing relationships
with customers and suppliers; and
o availability of capital.
In addition, the implementation of our growth strategy will place significant
strain on our administrative, operational and financial resources and increased
demands on our financial systems and controls. Our ability to manage our growth
successfully will require us to continue to improve and expand these resources,
systems and controls. If our management is unable to manage growth effectively,
our operating results could be adversely affected. Moreover, there can be no
assurance that our historic rate of growth will continue, that we will continue
to successfully expand or that growth or expansion will result in profitability.
WE CANNOT GUARANTEE THAT OUR FUTURE ACQUISITIONS WILL BE SUCCESSFUL.
We compete for acquisition and expansion opportunities with companies which have
significantly greater financial and management resources than us. There can be
no assurance that suitable acquisition or investment opportunities will be
identified, that any of these transactions can be consummated, or that, if
acquired, these new businesses can be integrated successfully and profitably
into our operations. These acquisitions and investments may also require a
significant allocation of resources, which will reduce our ability to focus on
the other portions of our business, including many of the factors listed in the
prior risk factor.
REDUCTION OR DELAYS IN RESEARCH AND DEVELOPMENT BUDGETS AND IN GOVERNMENT
FUNDING MAY NEGATIVELY IMPACT OUR SALES.
Our customers include researchers at pharmaceutical and biotechnology companies,
academic institutions and government and private laboratories. Fluctuations in
the research and development budgets of these researchers and their
organizations could have a significant effect on the demand for our products.
Research and development budgets fluctuate due to numerous factors that are
outside our control and are difficult to predict, including changes in available
resources, spending priorities and institutional budgetary policies. Our
business could be seriously damaged by any significant decrease in life sciences
research and development expenditures by pharmaceutical and biotechnology
companies, academic institutions or government and private laboratories.
A significant portion of our sales has been to researchers, universities,
government laboratories and private foundations whose funding is dependent upon
grants from government agencies such as the U.S. National Institutes of Health
and similar domestic and international agencies. Although the level of research
funding has increased during the past several years, we cannot assure that this
trend will continue. Government funding of research and development is subject
to the political process, which is inherently fluid and unpredictable. Our
revenues may be
14
adversely affected if our customers delay purchases as a result of uncertainties
surrounding the approval of government budget proposals. Also, government
proposals to reduce or eliminate budgetary deficits have sometimes included
reduced allocations to the NIH and other government agencies that fund research
and development activities. A reduction in government funding for the NIH or
other government research agencies could seriously damage our business.
Many of our customers receive funds from approved grants at particular times of
the year, as determined by the federal government. Grants have, in the past,
been frozen for extended periods or have otherwise become unavailable to various
institutions without advance notice. The timing of the receipt of grant funds
affects the timing of purchase decisions by our customers and, as a result, can
cause fluctuations in our sales and operating results.
WE RELY ON RAW MATERIALS AND SPECIALIZED EQUIPMENT FOR OUR MANUFACTURING, WHICH
WE MAY NOT ALWAYS BE ABLE TO OBTAIN ON FAVORABLE TERMS.
Our manufacturing process relies on the continued availability of high-quality
raw materials and specialized equipment. It is possible that a change in
vendors, or in the quality of the raw materials supplied to us, could have an
adverse impact on our manufacturing process and, ultimately, on the sale of our
finished products. We have from time to time experienced a disruption in the
quality or availability of key raw materials, which has created minor delays in
our ability to fill orders for specific test kits. This could occur again in the
future, resulting in significant delays, and could have a detrimental impact on
the sale of our products and our results of operations. In addition, we rely on
highly specialized manufacturing equipment that if damaged or disabled could
adversely affect our ability to manufacture our products and therefore
negatively impact our business.
OUR ABILITY TO RAISE THE CAPITAL NECESSARY TO EXPAND OUR BUSINESS IS UNCERTAIN.
In the future, in order to expand our business through internal development or
acquisitions, we may need to raise substantial additional funds through equity
or debt financings, research and development financings or collaborative
relationships. However, this additional funding may not be available or, if
available, it may not be available on economically reasonable terms. In
addition, any additional funding may result in significant dilution to existing
stockholders. If adequate funds are not available, we may be required to curtail
our operations or obtain funds through collaborative partners that may require
us to release material rights to our products.
OUR RESEARCH AND DEVELOPMENT EFFORTS FOR NEW PRODUCTS MAY BE UNSUCCESSFUL.
We incur significant research and development expenses to develop new products
and technologies. There can be no assurance that any of these products or
technologies will be successfully developed or that if developed, will be
commercially successful. In the event that we are unable to develop
commercialized products from our research and development efforts or we are
unable or unwilling to allocate amounts beyond our currently anticipated
research and development investment, we could lose our entire investment in
these new products and technologies. Any failure to translate research and
development expenditures into successful new product introductions could have an
adverse effect on our business.
FAILURE TO LICENSE NEW TECHNOLOGIES COULD IMPAIR OUR NEW PRODUCT DEVELOPMENT.
Our business model of providing products to researchers working on a variety of
genetic projects requires us to develop a wide spectrum of products. To generate
broad product lines it is advantageous to sometimes license technologies from
others rather than depending exclusively on our own employees. As a result, we
believe our ability to license new technologies from third parties is and will
continue to be important to our ability to offer new products.
In addition, from time to time we are notified or become aware of patents held
by third parties that are related to technologies we are selling or may sell in
the future. After a review of these patents, we may decide to obtain a license
for these technologies from these third parties or discontinue the products.
There can be no assurance that we will be able to continue to successfully
identify new technologies developed by others. Even if we are able to identify
new technologies of interest, we may not be able to negotiate a license on
favorable terms, or at all. If we
15
lose the rights to patented technology, we may need to discontinue selling
certain products or redesign our products, and we may lose a competitive
advantage. Potential competitors could in-license technologies that we fail to
license and potentially erode our market share for certain products. Our
licenses typically subject us to various commercialization, sublicensing,
minimum payment, and other obligations. If we fail to comply with these
requirements, we could lose important rights under a license. In addition,
certain rights granted under the license could be lost for reasons out of our
control. For example, the licensor could lose patent protection for a number of
reasons, including invalidity of the licensed patent. We do not always receive
significant indemnification from a licensor against third party claims of
intellectual property infringement.
We are currently in the process of negotiating several of these licenses and
expect that we will also negotiate these types of licenses in the future. There
can be no assurances that we will be able to negotiate these licenses on
favorable terms, or at all.
OUR FUTURE SUCCESS DEPENDS ON THE TIMELY INTRODUCTION OF NEW PRODUCTS AND THE
ACCEPTANCE OF THESE NEW PRODUCTS IN THE MARKETPLACE.
Our ability to gain access to technologies needed for new products and services
also depends in part on our ability to convince licensors that we can
successfully commercialize their inventions. We cannot assure that we will be
able to continue to identify new technologies developed by others. Even if we
are able to identify new technologies of interest, we may not be able to
negotiate a license on favorable terms, or at all.
IF WE FAIL TO INTRODUCE NEW PRODUCTS, OR OUR NEW PRODUCTS ARE NOT ACCEPTED BY
POTENTIAL CUSTOMERS, WE MAY LOSE MARKET SHARE.
Rapid technological change and frequent new product introductions are typical
for the markets we serve. Our future success will depend in part on continuous,
timely development and introduction of new products that address evolving market
requirements. We believe successful new product introductions provide a
significant competitive advantage because customers make an investment of time
in selecting and learning to use a new product, and then are reluctant to
switch. To the extent we fail to introduce new and innovative products, we may
lose market share to our competitors, which will be difficult or impossible to
regain. Any inability, for technological or other reasons, to successfully
develop and introduce new products could reduce our growth rate or damage our
business.
In the past we have experienced, and are likely to experience in the future,
delays in the development and introduction of products. We cannot assure that we
will keep pace with the rapid rate of change in life sciences research, or that
our new products will adequately meet the requirements of the marketplace or
achieve market acceptance. Some of the factors affecting market acceptance of
new products include:
o availability, quality and price relative to competitive products;
o the timing of introduction of the product relative to competitive products;
o customers' opinion of the products utility;
o ease of use;
o consistency with prior practices;
o scientists' opinion of the product's usefulness;
o citation of the product in published research; and
o general trends in life sciences research.
The expenses or losses associated with unsuccessful product development
activities or lack of market acceptance of our new products could materially
adversely affect our business, operating results and financial condition.
16
The development, introduction and marketing of innovative products in our
rapidly evolving markets will require significant sustained investment. We
cannot assure their cash from operations or other sources will be sufficient to
meet these ongoing requirements.
FAILURE TO ATTRACT AND RETAIN QUALIFIED SCIENTIFIC OR PRODUCTION PERSONNEL OR
LOSS OF KEY MANAGEMENT OR KEY PERSONNEL COULD HURT OUR BUSINESS.
Recruiting and retaining qualified scientific and production personnel to
perform research and development work and product manufacturing is critical to
our success. Because the industry in which we compete is very competitive, we
face significant challenges attracting and retaining this qualified personnel
base. Although we believe we have been and will be able to attract and retain
these personnel, there can be no assurance that we will be able to continue to
successfully attract qualified personnel. In addition, our anticipated growth
and expansion into areas and activities requiring additional expertise, such as
clinical testing, government approvals, production and marketing, will require
the addition of new management personnel and the development of additional
expertise by existing management personnel. The failure to attract and retain
these personnel or, alternatively, to develop this expertise internally would
adversely affect our business. We generally do not enter into employment
agreements requiring these employees to continue in our employment for any
period of time.
Our success also will continue to depend to a significant extent on the members
of our management team and, in particular, on our Chief Executive Officer and
President, Leonard M. Hendrickson. We do not maintain any "key man" insurance
policies regarding any of these individuals. We may not be able to retain the
services of our executive officers and key personnel or attract additional
qualified members to management in the future. The loss of services of Mr.
Hendrickson, or of any of our other key management or employees, could have a
material adverse effect upon our business.
MANY OF OUR CUSTOMERS ARE OBTAINING OUR PRODUCTS THROUGH NEW DISTRIBUTION
CHANNELS AND METHODS THAT MAY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
A number of our customers have developed purchasing initiatives to reduce the
number of vendors they purchase from in order to lower their supply costs. In
some cases, these customers have established agreements with large distributors
which include discounts and the distributors' direct involvement with the
purchasing process. For similar reasons, many larger customers, including the
federal government, have special pricing arrangements, including blanket
purchase agreements. These agreements may limit our pricing flexibility with
respect to our products, which could adversely impact our business, financial
condition and results of operations. In addition, although we accept and process
some orders through our Internet website, we also implement sales through a
third party Internet vendor. Internet sales through third parties will
negatively impact our gross margins because we pay commission on these Internet
sales. On the other hand, if we do not enter into arrangements with third-party
e-commerce providers, we may lose customers who prefer to purchase products
using these Web sites. Our business may be harmed as a result of these Web sites
or other sales methods which may be developed in the future.
WE RELY ON INTERNATIONAL SALES, WHICH ARE SUBJECT TO ADDITIONAL RISKS.
International sales accounted for approximately 40% and 45% of our revenues in
the first three months of 2002 and 2001, respectively. International sales can
be subject to many inherent risks that are difficult or impossible for us to
predict or control, including:
o unexpected changes in regulatory requirements and tariffs;
o difficulties and costs associated with in staffing and managing foreign
operations, including foreign distributor relationships;
o longer accounts receivable collection cycles in certain foreign countries;
o adverse economic or political changes;
o unexpected changes in regulatory requirements;
17
o more limited protection for intellectual property in some countries;
o changes in our international distribution network and direct sales force;
o potential trade restrictions, exchange controls and import and export
licensing requirements;
o problems in collecting accounts receivable; and
o potentially adverse tax consequences of overlapping tax structure.
We intend to continue to generate revenues from sales outside North America in
the future. Future distribution of our products outside North America also may
be subject to greater governmental regulation. These regulations, which include
requirements for approvals or clearance to market, additional time required for
regulatory review and sanctions imposed for violations, as well as the other
risks indicated in the bullets listed above, vary by country. We may not be able
to obtain regulatory approvals in the countries in which we currently sell our
products or in countries where we may sell our products in the future. In
addition, we may be required to incur significant costs in obtaining necessary
regulatory approvals. Failure to obtain necessary regulatory approvals or any
other failure to comply with regulatory requirements could result in a material
reduction in our revenues and earnings.
We also depend on third-party distributors for a material portion of our
international sales. If we lose or suffer any significant reduction in sales to
any material distributor, our business could be materially adversely affected.
In addition, approximately 26% of our sales in the three months ended March 31,
2002, were made in foreign currencies, primarily the Euro. A significant portion
of the foreign currencies in which we conduct our business is currently, or may
in the future be, denominated in Euros. We are not certain about the effect of
the Euro on our business, financial condition or results of operations. In the
past, gains and losses on the collection of our accounts receivable arising from
international operations have contributed to negative fluctuations in our
results of operations. In general, increases in the exchange rate of the United
States dollar to foreign currencies cause our products to become relatively more
expensive to customers in those countries, leading to a reduction in sales or
profitability in some cases. We historically have not, and currently are not,
using hedging transactions or other means to reduce our exposure to fluctuations
in the value of the United States dollar as compared to the foreign currencies
in which many of our sales are made.
OUR OPERATING RESULTS MAY FLUCTUATE.
Our operating results may vary significantly quarter to quarter and from year to
year as a result of a variety of factors. These factors include:
o level of demand for our products;
o changes in our customer and product mix;
o timing of acquisitions and investments in infrastructure;
o competitive conditions;
o timing and extent of intellectual property litigation;
o exchange rate fluctuations; and
o general economic conditions.
We believe that quarterly comparisons of our financial results may not
necessarily be meaningful and should not be relied upon as an indication of
future performance. Additionally, if our operating results in one or more
quarters do
18
not meet the expectations of security analysts or others, the price of our
common stock could be materially adversely affected.
Our continued investment in product development and sales and marketing are
significantly ongoing expenses. If revenue in a particular period falls short of
expectations, we may not be able to reduce significantly our expenditures for
that period, which would materially adversely affect the operating results for
that period.
WE MAY BE UNABLE TO PROTECT OUR TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL
PROPERTY RIGHTS THAT ARE IMPORTANT TO OUR BUSINESS.
We regard our trademarks, trade secrets and other intellectual property as a
component of our success. We rely on trademark law and trade secret protection
and confidentiality and/or license agreements with employees, customers,
partners and others to protect our intellectual property. Effective trademark
and trade secret protection may not be available in every country in which our
products are available. We cannot be certain that we have taken adequate steps
to protect our intellectual property, especially in countries where the laws may
not protect our rights as fully as in the United States. In addition, our
third-party confidentiality agreements can be breached and, if they are, there
may not be an adequate remedy available to us. If our trade secrets become
known, we may lose our competitive position.
INTELLECTUAL PROPERTY OR OTHER LITIGATION COULD HARM OUR BUSINESS.
Litigation regarding patents and other intellectual property rights is extensive
in the biotechnology industry. We are aware that patents have been applied for,
and in some cases issued to others, claiming technologies that are closely
related to ours. As a result, and in part due to the ambiguities and evolving
nature of intellectual property law, we periodically receive notices of
potential infringement of patents held by others. Although to date we have
successfully resolved these types of claims, we may not be able to do so in the
future.
In the event of an intellectual property dispute, we may be forced to litigate.
This litigation could involve proceedings declared by the U.S. Patent and
Trademark Office or the International Trade Commission, as well as proceedings
brought directly by affected third parties. Intellectual property litigation can
be extremely expensive, and these expenses, as well as the consequences should
we not prevail, could seriously harm our business.
If a third party claimed an intellectual property right to technology we use, we
might need to discontinue an important product or product line, alter our
products and processes, pay license fees or cease our affected business
activities. Although we might under these circumstances attempt to obtain a
license to this intellectual property, we may not be able to do so on favorable
terms, or at all.
In addition to intellectual property litigation, other substantial, complex or
extended litigation could result in large expenditures by us and distraction of
our management. For example, lawsuits by employees, stockholders, collaborators
or distributors could be very costly and substantially disrupt our business.
Disputes from time to time with companies or individuals are not uncommon in our
industry, and we cannot assure you that we will always be able to resolve them
out of court.
ACCIDENTS RELATED TO HAZARDOUS MATERIALS COULD ADVERSELY AFFECT OUR BUSINESS.
Portions of our operations require the controlled use of hazardous and
radioactive materials. Although we believe our safety procedures comply with the
standards prescribed by federal, state, local and foreign regulations, the risk
of accidental contamination of property or injury to individuals from these
materials cannot be completely eliminated. In the event of an accident, we could
be liable for any damages that result, which could seriously damage our business
and results of operations.
OUR SALES ARE SUBJECT TO SEASONALITY, WHICH MEANS THAT WE HAVE LESS REVENUE IN
SOME MONTHS.
We experience a slowing of sales in Europe during the summer months and
worldwide during the Christmas holidays. Generally, our fourth quarter revenues
are lower than our revenues in each of the first three quarters of the year. We
believe that period to period comparisons of our operating results may not
necessarily be reliable
19
indicators of our future performance. It is likely that in some future period
our operating results will not meet expectations or those of public market
analysts, which could result in reductions in the market price of our common
stock.
POTENTIAL PRODUCT LIABILITY CLAIMS COULD AFFECT OUR EARNINGS AND FINANCIAL
CONDITION.
We face a potential risk of liability claims based on our products and services,
and we have faced such claims in the past. We carry product liability insurance
coverage which is limited in scope and amount but which we believe to be
adequate. We cannot assure you, however, that we will be able to maintain this
insurance at reasonable cost and on reasonable terms. We also cannot assure that
this insurance will be adequate to protect us against a product liability claim,
should one arise.
THE LABOR LAWS APPLICABLE TO OUR EMPLOYEES IN EUROPE MAY RESTRICT THE
FLEXIBILITY OF OUR MANAGEMENT.
As of May 1, 2002, 55 of our 261 employees worked for our BioSource Europe
subsidiary, which is located in Nivelles, Belgium. As a result of Belgian labor
laws, we are required to make specified severance payments in the event we
terminate a European employee. Accordingly, our management may be limited by the
application of the Belgian labor laws in the determination of staffing levels,
and may have less flexibility in making such determinations than our competitors
whose employees are not subject to similar labor laws.
RISKS ASSOCIATED WITH OUR INDUSTRY
THE BIOMEDICAL RESEARCH PRODUCTS INDUSTRY IS VERY COMPETITIVE, AND WE MAY BE
UNABLE TO CONTINUE TO COMPETE EFFECTIVELY IN THIS INDUSTRY IN THE FUTURE.
We are engaged in a segment of the biomedical research products industry that is
highly competitive. We compete with many other suppliers and new competitors
continue to enter the markets. Many of our competitors, both in the United
States and elsewhere, are major pharmaceutical, chemical and biotechnology
companies, and many of them have substantially greater capital resources,
marketing experience, research and development staffs, and facilities than we
do. Any of these companies could succeed in developing products that are more
effective than the products that we have or may develop and may also be more
successful than us in producing and marketing their products. We expect this
competition to continue and intensify in the future. Competition in our markets
is primarily driven by:
o product performance, features and liability;
o price;
o timing of product introductions;
o ability to develop, maintain and protect proprietary products and
technologies;
o sales and distribution capabilities;
o technical support and service;
o brand royalty;
o applications support; and
o breadth of product line.
If a competitor develops superior technology or cost-effective alternatives to
our products, our business, financial condition and results of operations could
be materially adversely affected.
20
Our industry has also seen substantial consolidation in recent years, which has
led to the creation of competitors with greater financial and intellectual
property resources than us. In addition, we believe that the success that others
have had in our industry will attract new competitors. Some of our current and
future competitors also may cooperate to better compete against us. We may not
be able to compete effectively against these current or future competitors.
Increased competition could result in price reductions for our products, reduced
margins and loss of market share, any of which could adversely impact our
business, financial condition and results of operations.
AS A RESULT OF CONSOLIDATION IN THE PHARMACEUTICAL INDUSTRY, WE MAY LOSE
EXISTING CUSTOMERS OR HAVE GREATER DIFFICULTY OBTAINING NEW CUSTOMERS.
In recent years, the United States pharmaceutical industry has undergone
substantial consolidation. As part of many business combinations, companies
frequently reduce the number of suppliers used and we may not be selected as a
supplier after any business combination. Further, mergers or corporate
consolidations in the pharmaceutical industry could cause us to lose existing
customers and potential future customers, which could have a material adverse
effect on our business, financial condition and results of operations.
WE ARE CURRENTLY SUBJECT TO GOVERNMENT REGULATION.
Our business is currently subject to regulation, supervision and licensing by
federal, state and local governmental authorities. Also, from time to time we
must expend resources to comply with newly adopted regulations, as well as
changes in existing regulations. If we fail to comply with these regulations, we
could be subject to disciplinary actions or administrative enforcement actions.
These actions could result in penalties, including fines.
RISKS ASSOCIATED WITH OUR COMMON STOCK
OUR STOCK PRICE HAS BEEN VOLATILE.
Our common stock is quoted on the Nasdaq National Market, and there has been
substantial volatility in the market price of our common stock. The trading
price of our common stock has been, and is likely to continue to be, subject to
significant fluctuations due to a variety of factors, including:
o fluctuations in our quarterly operating and earnings per share results;
o the gain or loss of significant contracts;
o loss of key personnel;
o announcements of technological innovations or new products by us or our
competitors;
o delays in the development and introduction of new products;
o legislative or regulatory changes;
o general trends in the industry;
o recommendations and/or changes in estimates by equity and market research
analysts;
o biological or medical discoveries;
o disputes and/or developments concerning intellectual property, including
patents and litigation matters;
o public concern as to the safety of new technologies;
o sales of common stock of existing holders;
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o securities class action or other litigation;
o developments in our relationships with current or future customers and
suppliers; and
o general economic conditions, both in the United States and abroad.
As a result of these factors, and potentially others, the sales price of our
common stock has ranged from $2.41 to $32.00 per share from January 1, 1998,
through May 3, 2002, and from $5.19 to $8.20 per share from January 1, 2002,
through May 3, 2002.
In addition, the stock market in general has experienced extreme price and
volume fluctuations that have affected the market price of our common stock, as
well as the stock of many biotechnology companies. Often, price fluctuations are
unrelated to operating performance of the specific companies whose stock is
affected.
In the past, following periods of volatility in the market price of a company's
stock, securities class action litigation has occurred against the issuing
company. If we were subject to this type of litigation in the future, we could
incur substantial costs and a diversion of our management's attention and
resources, each of which could have a material adverse effect on our revenue and
earnings. Any adverse determination in this type of litigation could also
subject us to significant liabilities.
ANTI-TAKEOVER PROVISIONS IN OUR GOVERNING DOCUMENTS AND UNDER APPLICABLE LAW
COULD IMPAIR THE ABILITY OF A THIRD PARTY TO TAKE OVER OUR COMPANY.
We are subject to various legal and contractual provisions that may impede a
change in our control, including the following:
o our adoption of a stockholders' rights plan, which could result in the
significant dilution of the proportionate ownership of any person that
engages in an unsolicited attempt to take over our company; and
o the ability of our board of directors to issue additional shares of our
preferred stock, which shares may be given superior voting, liquidation,
distribution and other rights as compared to our common stock.
These provisions, as well as other provisions in our certificate of
incorporation and bylaws and under the Delaware General Corporations Law, may
make it more difficult for a third party to acquire our company, even if the
acquisition attempt was at a premium over the market value of our common stock
at that time.
Our principal stockholders and management own a significant percentage of our
capital stock and will be able to exercise significant influence over our
affairs. Our executive officers, directors and principal stockholders will
continue to beneficially own 34.3% of our outstanding common stock, based upon
the beneficial ownership of our common stock as of May 1, 2002. In addition,
these same persons also hold options to acquire additional shares of our common
stock, which may increase their percentage ownership of the common stock further
in the future. Accordingly, these stockholders:
o will be able to significantly influence the composition of our board of
directors;
o will significantly influence all matters requiring stockholder approval,
including change of control transactions; and
o will continue to have significant influence over our business.
This concentration of ownership of our common stock could have the effect of
delaying or preventing a change of control of us or otherwise discouraging a
potential acquirer from attempting to obtain control of us. This in turn could
have a negative effect on the market price of our common stock. It could also
prevent our stockholders from realizing a premium over the market prices for
their shares of common stock.
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OUR PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWN A SIGNIFICANT PERCENTAGE OF OUR
CAPITAL STOCK AND WILL BE ABLE TO EXERCISE SIGNIFICANT INFLUENCE OVER OUR
AFFAIRS.
Our executive officers, directors and principal stockholders beneficially own
approximately 34.3% of our outstanding common stock, based upon the beneficial
ownership of our common stock as of May 1, 2002. As a result, these
stockholders, if they act together, could exert substantial influence over
matters requiring stockholder approval, including the election of directors and
approval of mergers and other significant corporate transactions. The voting
power of such persons may have the effect of delaying, preventing or deterring a
change in control, and could affect the market price of our common stock.
ABSENCE OF DIVIDENDS COULD REDUCE OUR ATTRACTIVENESS TO YOU.
Some investors favor companies that pay dividends, particularly in general
downturns in the stock market. We have never declared or paid any cash dividends
on our common stock. We currently intend to retain any future earnings for
funding growth and we do not currently anticipate paying cash dividends on our
common stock in the foreseeable future. Because we may not pay dividends, the
return on this investment likely depends on selling this stock at a profit.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK:
We conduct business in various foreign currencies and are therefore subject to
the transaction exposures that arise from foreign exchange rate movements
between the dates that foreign currency transactions are initiated and the date
that they are converted. We are also subject to certain exposures arising from
the translation and consolidation of the financial results of our foreign
subsidiaries. There can be no assurance that actions taken to manage such
exposures will continue to be successful or that future changes in currency
exchange rates will not have a material impact on our future cash collections
and operating results. We do not currently hedge either our transaction risk or
our economic risk.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On June 14, 2000, one of our former employees, Jordan Fishman, Ph.D., filed a
legal action against us in the United States Central District Court of
California alleging breach of Dr. Fishman's Employment Agreement and a number of
other causes of action. BioSource filed a counter claim against Dr. Fishman, and
a number of pre-trial motions, the result of which was that only the breach of
contract claim and BioSource's counter claim remained for trial. On January 14,
2002, shortly before the scheduled trial date, plaintiff agreed to settle the
case and the DiSorbo Lawsuit discussed below for $275,000. This amount was
included in our consolidated financial results for the year ended December 31,
2001.
Dr. Fishman also sued Dennis DiSorbo, Ph.D., a Vice President of our QCB
division, in the Superior Court of Worcester, Massachusetts, for wrongfully
interfering with his employment contract with BioSource (the "DiSorbo Lawsuit").
The DiSorbo Lawsuit was stayed pending the determination of the California
Lawsuit. The parties agreed to settle the DiSorbo Lawsuit as part of the
settlement of the California Lawsuit without additional consideration.
In June of 2000, the former shareholders of QCB commenced a AAA arbitration
proceeding against the Company seeking the recovery of escrowed funds from the
purchase of QCB that were withheld from the purchase price paid by the Company
as security for claims the Company might discover after closing. The Company has
counterclaimed against the former shareholders of QCB, including Dr. Fishman, in
the arbitration to recover damages management believes it has suffered in
connection with inaccuracies in, and/or breaches of the representations and
warranties contained in the original Stock Purchase Agreement for QCB executed
on December
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9, 1998. The Company seeks to recover $1,347,000 of escrowed funds for this
claim. In addition, the Company also brought a fraud claim against Dr. Fishman
for the intentional misrepresentations and/or omissions he made in connection
with the Stock Purchase Agreement. In its fraud claim, the Company seeks to
recover the amount of its overpayment for the purchase of QCB, the amount of
lost profits that BioSource would reasonably have anticipated and earned had QCB
possessed the characteristics fraudulently attributed to it, punitive damages,
and attorneys' fees and costs. The parties have selected a panel of three
arbitrators who will hear the dispute. The parties are in the process of
conducting discovery in connection with the arbitration. Discovery is scheduled
to conclude on July 15, 2002. The arbitration is scheduled to begin on October
2, 2002. The company has not recorded an accrual for any potential gain realized
upon a successful recovery of any or all of the escrowed funds or recoverable
damages. The Company is expensing all legal fees as they are incurred.
The Company is involved in various other claims and lawsuits incidental to its
business. In the opinion of management, these claims and suits in the aggregate
will not materially affect the financial position, results of operations or
liquidity of the Company.
ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Current Report on Form 8-K dated April 23, 2002, reporting
Item 5 and filed with the Securities and Exchange Commission
on April 30, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIOSOURCE INTERNATIONAL, INC.
(Registrant)
Date: May 13, 2002 /s/ LEONARD M. HENDRICKSON
--------------------------
Leonard M. Hendrickson
President and
Chief Executive Officer
Date: May 13, 2002 /s/ CHARLES C. BEST
-------------------
Charles C. Best
Executive Vice President and
Chief Financial Officer
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