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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For The Fiscal Year Ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For The Transition Period From __________To __________.
COMMISSION FILE NUMBER 0-19271
IDEXX LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 01-0393723
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
ONE IDEXX DRIVE, WESTBROOK, MAINE 04092
(Address of principal executive offices) (Zip Code)
(207) 856-0300
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $0.10 par value per share
Preferred Stock Purchase Rights
(Title of Class)
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 period 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Based on the closing sale price on March 23, 2000, the aggregate market
value of the voting stock held by non-affiliates of the registrant was
$938,916,009. For these purposes, the registrant considers all of its Directors
and executive officers and The Jackson Laboratory to be its only affiliates.
The number of shares outstanding of the registrant's Common Stock was
35,425,859 on March 23, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
LOCATION IN FORM 10-K INCORPORATED DOCUMENT
Part III Specifically identified portions of the Company's
definitive proxy statement to be filed in
connection with the Company's Annual Meeting to be
held on May 17, 2000 are incorporated herein by
reference.
Parts I and II Specifically identified portions of the Company's
Annual Report to Stockholders for the year ended
December 31, 1999 are incorporated herein by
reference.
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Forward-looking statements, within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, are made throughout this Annual Report on Form
10-K. For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, the words "believes," "anticipates," "plans," "expects,"
"seeks," "estimates," and similar expressions are intended to identify
forward-looking statements. There are a number of important factors that could
cause the results of the Company to differ materially from those indicated by
such forward-looking statements, including those detailed under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Future Operating Results" in the Company's 1999 Annual Report to
Stockholders incorporated herein by reference.
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ITEM 1. BUSINESS
IDEXX Laboratories, Inc., incorporated in Delaware in 1983 (the "Company" or
("IDEXX") which includes wholly-owned subsidiaries unless the context otherwise
requires), develops, manufactures and distributes products and provides services
for veterinary, food and environmental markets. Within these markets, the
Company's products and services include biology-based detection systems,
chemistry-based detection systems, laboratory testing and specialized consulting
services, veterinary practice information management software systems and
related services, a veterinary Internet portal/application service provider and
pharmaceutical products. The substantial majority of the Company's revenue is
currently derived from the sale of veterinary diagnostic products and services
and veterinary practice information management systems and services, where the
Company believes it holds leading market positions. The Company's veterinary
diagnostic products are used by veterinarians to detect and monitor diseases,
physiologic disorders, immune status, hormone and enzyme levels, blood
chemistry, electrolyte levels, blood cell counts and other substances or
conditions in animals. The Company's software products are designed to provide
comprehensive information management solutions for veterinary clinics. The
veterinary laboratory testing and consultation services provided by the Company
are used by veterinarians to assist them in the detection and diagnosis of
disease status and other conditions in animals. The Company is also developing
products for veterinary therapeutic applications. The Company's food and
environmental products include water testing products that detect microbial
contaminants in water, dairy testing products that detect antibiotic residues in
milk and diagnostic products that assist in disease detection, management and
eradication in food production animals.
The Company has developed leading positions in many of its markets by
identifying user needs and offering high-quality, cost-effective product and
service solutions backed by extensive customer support. The Company's test
products incorporate a range of delivery systems and detection technologies
which are tailored to particular applications and customer needs. Through its
1997 acquisitions of Advanced Veterinary Systems and Professionals' Software,
Inc., the Company has become the leading U.S. supplier of veterinary practice
information management software systems. Through locations in the U.S., England,
Japan and Australia, the Company provides rapid, affordable, high-quality
laboratory services to veterinarians. In October 1998, the Company acquired Blue
Ridge Pharmaceuticals, Inc., a company engaged in the development of novel
therapeutics for the veterinary market.
In developing its businesses, the Company has employed a number of
strategies, including the licensing of human diagnostic technology and the
adaptation of that technology for veterinary applications, internal research and
development, strategic acquisitions, and an emphasis on single-use products and
instrument-based products that offer a significant opportunity for repeatable
sales of associated consumables. The Company's strategy is to maintain and build
upon its market-leading positions in veterinary diagnostics and veterinary
practice information management software to offer total animal health solutions
to the veterinary market through the integration of diagnostics, therapeutics
and information systems and services. The Company also will continue to evaluate
acquisition, licensing and other opportunities in complementary areas within the
veterinary and food and environmental markets.
================================================================================
IDEXX(R), Better Choice(TM), CITE(R), Colilert(R), Colisure(TM), Defined
Substrate Technology(R), DiaSystems(TM), DST(R), Enterolert(TM),
Facilitator(TM), FlockChek(R), HerdChek(R), IDEXX VetLab(TM), LacTek(TM),
Parallux(TM), PetChek(R), Probe(R), Quanti-Tray(R), SNAP(R), VetConnect(TM),
VetLyte(R) and VetTest(R) are trademarks of the Company. Cornerstone(R) is used
under a license agreement. Autoread(TM), QBC(R) and VetAutoread(TM) are
trademarks of Becton Dickinson and Company ("Becton"). All other products and
company names are trademarks of their respective holders.
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PRODUCTS AND SERVICES
The Company operates in two primary business areas: products and services
for the veterinary market and products and services for food and environmental
markets.
* VETERINARY PRODUCTS AND SERVICES
IMMUNOASSAYS
The Company provides a broad range of point-of-care diagnostic products for
use by veterinarians in testing for a variety of companion animal diseases and
health conditions. The Company markets a line of single-use, hand-held test
kits, under the SNAP, CITE Probe and CITE trademarks, to veterinary clinics and
animal hospitals for the detection of diseases and other conditions in dogs,
cats and horses. These trademarks designate different testing delivery systems,
each of which is designed to address different customer needs and to allow quick
(in most cases, less than ten minutes), accurate and convenient testing without
the need for laboratory equipment. These products enable veterinarians to
provide improved service to animal owners by delivering test results almost
immediately, allowing the veterinarians to initiate therapy during the office
visit, if required.
The Company's test kits incorporate immunoassay technology based on
antibody-antigen reactions. Antibodies are proteins produced as a result of an
immune response, a biological mechanism that enables certain animals to
recognize and respond to substances foreign to the body, called antigens.
Antibodies are produced by the immune system specifically to bind to these
antigens and also signal other immune system cells to assist in eliminating the
antigen. Antigens include viruses, bacteria, parasites, and hormones. In
immunoassay-based tests, a sample containing an unknown quantity of the analyte
is mixed with one or more reagents. Certain of these reagents contain either
antibodies or antigens that bind in a highly specific manner to the analyte.
Certain reagents are labeled with an indicator chemical, which identifies the
presence or absence of the analyte. In some cases results can be read visually;
in others, instruments are used to determine the results.
The Company's veterinary immunoassays use enzyme labels to indicate the
presence or absence of a specific analyte. In these enzyme-linked immunosorbent
assays ("ELISA"), the test results are measured through a color change, which
varies in proportion to the amount of the analyte present in the sample.
The Company offers SNAP immunoassays to detect feline leukemia virus
("FeLV") in cats and heartworm disease in dogs and cats. The Company also has
developed and markets a feline combination test, the SNAP Combo FeLV/FIV, which
enables veterinarians to test simultaneously for FeLV and feline
immunodeficiency virus ("FIV") (which resembles the human AIDS virus), and a
canine combination test that tests simultaneously for heartworm and Ehrlichia
canis, a tick-borne organism that can create a wide range of health problems in
dogs. Other small animal assays include tests for thyroid hormone levels in dogs
and cats and parvovirus, which causes a gastrointestinal disease in dogs. The
Company's equine product tests for immune status in newborn foals.
The Company also markets a line of ELISA microwell-based test kits, under
the PetChek name, for testing in larger clinics and independent laboratories
serving the veterinary market. PetChek tests offer accuracy, ease of use and
cost advantages to high-volume customers. The Company currently sells PetChek
tests for feline leukemia virus, feline immunodeficiency virus and heartworm
disease. The Company also markets a microwell-based test kit for feline
coronavirus under the DiaSystems trade name.
INSTRUMENTS
The Company markets four instrument systems for use in veterinary clinics.
These instruments are distributed under the trade names of VetTest, QBC(R)
VetAutoread(TM), VetLyte and VetTest SNAP Reader.
VETTEST ANALYZER. The VetTest blood chemistry analyzer is used to measure
levels of certain enzymes and other substances in blood in order to assist the
veterinarian in diagnosing physiologic conditions. Twenty-one separate blood
chemistry tests can be performed on the VetTest analyzer. The system is capable
of running up to 12 tests at a time on a single sample. The Company also offers
prepackaged general health profiles which include 12 frequently used chemistries
and pre-anesthetic panels for young animals consisting of six chemistries each.
Commonly run tests include glucose, alkaline phosphatase, ALT (alanine
aminotransferase), creatinine, BUN (blood urea nitrogen) and total protein.
VetTest analyzers are manufactured for the Company by Tokyo Parts Industrial Co.
under an agreement that renews annually unless either party notifies the other
of its decision not to renew. The dry chemistry slides used in the VetTest
analyzer (the "VetTest Slides") are supplied by Ortho-Clinical Diagnostics, Inc.
(formerly known as Johnson and Johnson Clinical Diagnostics, Inc.) ("Ortho")
under a Supply Agreement with Ortho (as amended, the "Ortho Agreement"). The
Company is required to purchase all of its requirements for slides from Ortho to
the extent available. In addition, the Company has committed to minimum annual
purchase volumes of certain VetTest Slides during the term of the Ortho
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Agreement. The Ortho Agreement does not prohibit Ortho from selling comparable
slides or licensing its slide technology for use in veterinary applications and
Ortho currently sells comparable slides for use in its own analyzer, which is
primarily designed for human applications but is also used in the veterinary
market. Although the Company does not believe sales by Ortho in the veterinary
market currently have a material adverse effect on the business of the Company,
there can be no assurance that such sales will not have such a material adverse
effect in the future. The Ortho Agreement expires on December 31, 2010 and
contains provisions for the negotiation of a renewal term of five years.
QBC(R) VETAUTOREAD(TM) HEMATOLOGY SYSTEM. The QBC(R) VetAutoread(TM)
hematology system is used to evaluate certain components of blood. This
hematology analyzer is based on Quantitative Buffy Coat technology, which uses
centrifugal force to separate a blood sample into its key components. The blood
sample is centrifuged at high speed in a proprietary test device, and the
different components of the blood separate by density. The QBC(R)
VetAutoread(TM) hematology system scans the blood tube, quantifies the different
components and calculates parameters. These values are then compared to normal
ranges contained in the software of the analyzer, which assists the veterinarian
in determining whether disease states are indicated that requires further
investigation. Key components evaluated are red blood cells (anemia/internal
bleeding), white blood cells (infection, immunosuppression, allergy), and
platelets (clotting capability). The system is based on the Becton QBC(R)
Autoread(TM) hematology system sold to physicians for human applications. The
QBC(R) VetAutoread(TM) hematology system is manufactured for IDEXX by Becton
under a development and distribution agreement which requires Becton to supply
analyzers to IDEXX through 2008 and reagents through 2010. IDEXX has committed
to minimum annual purchases of analyzers and reagents under the agreement.
VETTEST SNAP READER. The VetTest SNAP Reader allows the veterinarian to
obtain quantitative measurement of hormones including thyroxine and cortisol.
These measurements assist in diagnosing and monitoring the treatment of certain
endocrine diseases, such as hyper- and hypo-thyroidism, Cushing's syndrome and
Addison's disease. In addition, the analyzer allows the veterinarian to monitor
the effect of treatment on these diseases. The VetTest SNAP Reader is a module
which can be integrated with the VetTest chemistry analyzer. Samples and
reagents are introduced to the analyzer using the Company's SNAP device. The
quantitative measurement is performed automatically with results available for
interpretation in less than 15 minutes after sample introduction. The results
are downloaded and displayed on the VetTest analyzer.
VETLYTE SYSTEM. The VetLyte system measures three electrolytes -- sodium,
potassium and chloride -- to aid in evaluating acid-base and electrolyte
balances and assessing plasma hydration. Samples are introduced to the analyzer
through a probe. The assay operation, including the addition of reagents from an
enclosed solution pack, is performed automatically. Test results are available
in less than one minute after sample introduction and are either displayed on
the VetLyte analyzer or downloaded to the VetTest analyzer.
The Company also provides computer software which facilitates the
integration of results obtained on these four systems. This linkage of the four
analyzer systems as part of the IDEXX VetLab (the combination of the VetTest,
QBC(R) VetAutoread(TM), VetLyte and VetTest SNAP Reader analyzers) allows the
veterinarian to produce a report containing the same types of information in a
more timely manner than would typically be provided by commercial laboratories
performing the same tests. A veterinarian using the Company's Better Choice
practice management software system can also automatically transfer results
obtained from the IDEXX VetLab to the applicable patient records.
VETERINARY LABORATORY AND CONSULTING SERVICES
The Company offers commercial veterinary laboratory and consulting services
to approximately 6,000 veterinary clinics in the U.S. through facilities located
in Arizona, California, Colorado, Illinois, Massachusetts, New Jersey, Oregon
and Texas. Through subsidiaries located in the United Kingdom, Japan and
Australia, the Company offers commercial veterinary laboratory services to
approximately 4,000 veterinary clinics located in those countries. Veterinarians
use the Company's services by submitting samples by courier or overnight
delivery to the appropriate Company facility based on location, type of sample
and workload at the facility. The commercial reference laboratories offer a
large selection of tests and diagnostic panels to detect a number of disease
states and other conditions in production and companion animals. Services
include chemistry, hematology and pathology.
Additionally, the Company provides specialized veterinary consultation,
telemedicine and advisory services, including cardiology, radiology, internal
medicine, dermatology and ultrasound consulting. These services permit
veterinarians to obtain readings and interpretations of test results transmitted
by telephone and over the Internet from the veterinarians' offices. The services
can be provided during the course of a visit, thereby giving veterinarians
immediate access to specialists. The Company employs or retains as consultants
approximately 33 board-certified specialists, who handle over 70,000 cases per
year for over 9,000 veterinary clinics and hospitals in the U.S., Canada and
approximately 12 other countries.
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Approximately 69%, 70% and 71% of the Company's total revenues were derived
from sales of veterinary diagnostic products and services in 1999, 1998 and
1997, respectively.
INFORMATICS PRODUCTS AND SERVICES
The Company's veterinary informatics business was formed in 1997 with the
acquisition of Advanced Veterinary Systems, located in Eau Claire, Wisconsin,
and Professionals' Software, Inc., located in Effingham, Illinois. In 1998 most
operations were consolidated in Eau Claire, Wisconsin. The Company provides
comprehensive veterinary practice information management solutions designed to
assist veterinarians in delivering high quality medical care and increasing the
profitability of their businesses. The Company believes that it is the leading
provider of veterinary practice information management systems ("PIMS") in the
U.S. with an installed based of more than 8,000 of the approximately 25,000
veterinary hospitals in North America. The Company's two principal software
products are its Cornerstone and Better Choice systems. The Company provides
software and hardware support for its PIMS and derives a significant proportion
of its revenues from ongoing service contracts.
In January 2000, the Company launched VetConnect.com, an Internet
portal/application services provider for the veterinary medical market.
VetConnect is a comprehensive suite of information and business services
designed to support veterinary medical practice and extend the value of the
Company's in-clinic products, laboratory and consulting services and information
offerings. VetConnect revenues are derived from subscription fees, advertising
and related charges and fees on e-commerce and other transactions completed
through the site.
The goal of VetConnect is to improve animal health by creating a
comprehensive, integrated electronic network among veterinarians, their clients,
colleagues and animal health companies. VetConnect provides online access to
current medical content through agreements with leading veterinary textbook and
periodical publishers; business-to-business electronic commerce through
strategic alliances with veterinary distributors and suppliers; and real-time
access to laboratory results generated by the Company's reference laboratories,
to which veterinarians send samples for diagnostic testing. In addition,
VetConnect provides e-mail and tools that permit veterinary hospitals to
generate and maintain their own web sites and communicate with clients.
VETERINARY PHARMACEUTICALS
In October 1998 the Company acquired Blue Ridge Pharmaceuticals, Inc.
("Blue Ridge"), a privately-held company engaged in the development of novel
therapeutics for the veterinary market. Blue Ridge was formed in 1996 to develop
products for therapeutic applications in companion animals and livestock that
might not fit the strategic goals of larger pharmaceutical companies marketing
both human and veterinary products. Blue Ridge currently has 14 products in the
registration process with the Center for Veterinary Medicine ("CVM") of the
U.S. Food and Drug Administration ("FDA"). These products include a
nitazoxanide-based product for treatment of equine protozoal myeloencephalitis,
a neurological disease that is believed to affect approximately 200,000 horses
in the U. S.; a topical non-steroidal anti-inflammatory for equine use; and an
insulin product for treatment of diabetic cats. Blue Ridge also is developing,
among other things, antibiotic products that utilize proprietary, long-acting
delivery systems. In 1999, Blue Ridge introduced its first product, Facilitator,
a liquid bandage for use in dogs, cats and horses.
* FOOD AND ENVIRONMENTAL PRODUCTS AND SERVICES
The Company sells products that detect microbial contaminants in water and
antibiotic residues in milk, and a broad range of diagnostic products for
disease surveillance and eradication and health management for production
animals.
WATER AND DAIRY TESTING PRODUCTS
The Company's Colilert, Colilert-18 and Colisure tests, based on Defined
Substrate Technology ("DST"), simultaneously detect total coliforms and E. coli
in water. These organisms are broadly used as indicators of microbial
contamination. The Company's DST products utilize indicator-nutrients which
produce a change in color or fluorescence when metabolized by target microbes in
the sample. Colilert, Colilert-18 and Colisure tests serve as a rapid method for
determining the presence or absence of both total coliforms and E. coli, with
results available in 24 hours, or 18 hours in the case of the Colilert-18 media.
Colilert, Colilert-18 and Colisure tests are used by government laboratories,
water utilities and private certified laboratories to test drinking water in
compliance with U.S. Environmental Protection Agency ("EPA") standards. The
tests are also used in evaluating water used in production processes (for
example, in beverage and pharmaceutical applications) and in evaluating bottled
water, recreational water and water from private wells.
The Company's Enterolert product is also based on DST and detects
enterococci in recreational waters, with results available in 24 hours. The
Quanti-Tray device, when used in conjunction with the Company's Colilert,
Colilert-18, Colisure or Enterolert products, enables users to test for
microbiological contamination, and to obtain quantitative results without the
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time-consuming steps associated with traditional methods. The Company's
Colilert, Colilert-18, Colisure and Quanti-Tray products have been approved by
the EPA. In addition, the Colilert test has also been approved in Japan, Brazil,
Argentina, Colombia, Chile, New Zealand and parts of Australia, has been
published in the Federal Register in Mexico as a proposal for approval and is
under evaluation by regulatory agencies in certain countries in South America
and Asia. Colilert-18 has received approval in the United Kingdom and is under
evaluation by regulatory agencies in Europe.
IDEXX is the worldwide leader in rapid testing of antibiotic residue in
milk. The Company offers tests on its SNAP platform, and in 1999 introduced the
Parallux instrument, which the Company believes is the most automated and
complete antibiotic residue testing system in the world.
Dairy farmers and producers use these tests for incoming quality assurance
of raw milk, and government and food quality managers use them for ongoing
surveillance. IDEXX dairy quality tests are designed for convenience in field
and laboratory testing applications and are calibrated to detect analytes at
specified levels.
PRODUCTION ANIMAL SERVICES
The Company's HerdChek product line consists of immunoassay kits and related
instruments which detect diseases in swine and cattle, including an often fatal,
highly contagious disease in swine caused by pseudorabies virus and a disease in
cattle caused by infectious bovine rhinotracheitis. The product line also
includes a test for porcine reproductive respiratory syndrome, a swine disease
that has been shown to have a severe health impact on infected herds, and for a
cattle disease known as mycobacterium paratuberculosis ("Johne's disease"),
which can cause significant economic loss for cattle producers.
The Company has three test kits based on DNA probe technology, marketed
under the name IDEXX DNA Probe, for the diagnosis of Johne's disease in cattle,
and Mycoplasma gallisepticum ("MG") and Mycoplasma synoviae ("MS") infections in
poultry. Respiratory infections caused by MG or MS cause significant economic
loss for poultry breeders. DNA probes offer a direct means of detecting the
presence of certain organisms through the recognition of specific DNA sequences.
The Company's FlockChek product line comprises a range of enzyme immunoassay
test kits and related instrumentation and software used in poultry health
management programs. Kits in the FlockChek product line are used to test for
immunity to leading avian pathogens, including Newcastle disease virus,
infectious bursal disease virus, infectious bronchitis virus, reovirus,
mycoplasma and Salmonella enteriditis.
Approximately 22%, 23% and 24% of the Company's revenues were derived from
sales of food and environmental products and services in 1999, 1998 and 1997,
respectively. Through a series of transactions completed late in 1999 and early
2000, IDEXX disposed of the food microbiology testing products and services
business. Revenues from this business were $14 million, $13 million and $11
million in 1999, 1998 and 1997, respectively.
MARKETING AND DISTRIBUTION
IDEXX markets, sells and services its products in more than 50 countries
through its marketing, sales and technical service groups as well as through
independent distributors and other resellers. The Company maintains sales
offices outside the U.S. in Australia, France, Germany, Italy, Japan, New
Zealand, The Netherlands, Spain, Taiwan and the United Kingdom.
The Company selects the appropriate distribution channel for its products
based on the type of product, technical service requirements, number and
concentration of customers, regulatory requirements and other factors. The
Company markets its veterinary diagnostic products to veterinarians both
directly and through independent veterinary distributors in the U.S., with most
instruments sold directly by IDEXX sales personnel and test kits and consumables
supplied both via the distribution channel and directly. Outside the U.S., IDEXX
sells its veterinary diagnostic products through independent distributors and
other resellers and, in certain countries, through its direct sales force. The
Company markets its software products and veterinary laboratory services through
its direct sales force. The Company markets its water, dairy, livestock and
poultry products primarily through its direct sales force in the U.S. and
Canada. Outside the U.S. and Canada, IDEXX markets these products through
selected independent distributors and, in certain countries, through its direct
sales force.
In 1999, 1998 and 1997, 27%, 28% and 32%, respectively, of the Company's
revenue was attributable to sales of products and services to customers outside
the U.S. Risks associated with foreign operations include the need for
additional regulatory approvals, possible disruptions in transportation of the
Company's products, the differing product needs of foreign customers,
difficulties in building and managing foreign operations, fluctuations in the
value of foreign currencies, import/export duties and quotas, and unexpected
regulatory, economic or political changes in foreign markets. The Company
engages in limited hedging activities to reduce the effect of foreign currency
fluctuations on its earnings.
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RESEARCH AND DEVELOPMENT
The Company's research and development activities are focused on the
enhancement of its existing detection systems; the development of new test kits
for additional diagnostic applications; the development of new detection systems
incorporating advances in immunology, cell and molecular biology, microbiology,
DNA probes and other technologies; the development and delivery of new
information solutions for its customers in veterinary, food and environmental
markets; and the development of novel veterinary therapeutics. The Company's
research and development expenses were approximately $27.3, $22.7 and $17.1
million in 1999, 1998 and 1997, respectively.
PATENTS AND LICENSES
The Company holds 27 U.S. patents and has filed patent applications for 26
other processes or products. The Company also holds five foreign patents and has
filed 20 foreign patent applications which correspond to U.S. patents and patent
applications of the Company.
The Company also has pursued a strategy of licensing patents and
technologies from third parties to provide it with competitive advantages in
selected markets and to accelerate new product introductions. These licenses
include an exclusive royalty-bearing license for diagnostic products for the
feline immunodeficiency virus from The Regents of the University of California,
and an exclusive royalty-bearing license for the Defined Substrate Technology
utilized in the Colilert test. In addition, the Company holds a royalty-bearing
license for canine heartworm tests from Barnes-Jewish Hospital.
The Company currently licenses certain technologies used in its products
from third parties, and expects to continue to do so in the future. Moreover, to
the extent the Company's products embody technologies protected by patents,
copyrights or trade secrets of others, the Company may be required to obtain
licenses to such technologies in order to continue to sell such products. There
can be no assurance that any technology licenses which the Company desires or is
required to obtain will be available on commercially reasonable terms. The
failure to obtain any such licenses may delay or prevent the sale by the Company
of certain new or existing products. See "Legal Proceedings" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
PRODUCTION
Certain components of the Company's products are available from only one
source. The Company purchases all of its CITE devices from Beckman Coulter. The
Company purchases all of its VetTest analyzers from Tokyo Parts Industrial Co.,
all of its VetTest slides from Ortho and all of its hematology components from
Becton. Certain key components of the Colilert product are available only from a
single source. The Company also purchases certain of the components for its
LacTek dairy reader instrument from single sources. While the Company does not
anticipate difficulties in obtaining the components used in its products, the
loss of any of these sources of supply would have a material adverse effect on
the Company. The Company has contractual commitments or outstanding purchase
orders with Ortho, Tokyo Parts Industrial Co. and Becton covering its
anticipated 2000 requirements for slides, VetTest analyzers, hematology reagents
and instruments.
Substantially all of the Company's revenue in each quarter results from
orders booked in that quarter. Accordingly, the Company maintains no significant
backlog and believes that its backlog at any particular date is not indicative
of future sales.
COMPETITION
Competition in the Company's markets is intense. IDEXX competes with a large
number of companies ranging from very small businesses to large health care and
other companies, many of which have substantially greater financial,
manufacturing, marketing and product and service research resources than the
Company. In general, the particular companies with which IDEXX competes vary
with the Company's different markets. In most of its markets, the Company
competes with a number of companies. However, in the U.S. market for veterinary
laboratory services the Company competes primarily with Antech Diagnostics, a
unit of Veterinary Centers of America, Inc. In the markets for veterinary and
food and environmental test products, the Company competes primarily on the
basis of the ease of use, speed, accuracy and other performance characteristics
of its products and services, the breadth of its product line and services, the
effectiveness of its sales and distribution channels, customer service and
pricing. In the market for veterinary practice information management software
systems, the Company competes primarily on the basis of ease of use, speed and
other performance characteristics, the effectiveness of its customer service,
advances in technologies and pricing. In the market for animal health
information on the Internet, the Company competes primarily with start-up
Internet companies. The Company competes in this market primarily on quality of
content, ease of use and integration with existing practice management systems.
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In the market for veterinary laboratory services, the Company competes on the
basis of service, price and quality.
Academic institutions, governmental agencies and other public and private
research organizations are also conducting research activities and may
commercialize products on their own or through joint ventures. The existence of
competing products, services or procedures that may be developed in the future
may adversely affect the marketability of products and services developed by the
Company. The Company's competitive position will also depend on its ability to
attract and retain qualified scientific and other personnel, develop effective
proprietary products, implement production and marketing plans, obtain patent
protection and obtain adequate capital resources.
GOVERNMENT REGULATION
Most diagnostic tests for animal health applications are regulated in the
U.S. by the Center for Veterinary Biologics within the U.S. Department of
Agriculture's ("USDA") Animal and Plant Health Inspection Service ("APHIS"). The
APHIS regulatory process involves the submission of product performance data and
manufacturing documentation. Subsequent to regulatory approval to market a
product, APHIS requires that each lot of product be submitted for review prior
to release to customers. In addition, APHIS requires special approval for
marketing products where test results are used in part for government-mandated
disease management programs. A number of foreign governments accept APHIS
approval as part of their separate regulatory approvals. However, compliance
with an extensive regulatory process is required in connection with marketing
diagnostic products in Japan, Germany, The Netherlands and many other countries.
The Company also is required to have a facility license from APHIS to
manufacture USDA-licensed products at its facility. The Company has obtained
such a license for its current manufacturing facility.
The manufacture and sale of veterinary drugs are regulated by the Center for
Veterinarian Medicine ("CVM") of the FDA. A new animal drug may not be
commercially marketed in the United States unless it has been approved as safe
and effective by CVM. Approval may be requested by filing a New Animal Drug
Application ("NADA") with CVM containing substantial evidence as to the safety
and effectiveness of the drug. For food animals, the data must also include
extensive data to support a withdrawal period or other use restriction to ensure
that the proposed drug use will produce animals and animal products that are
safe for human consumption. Data regarding manufacturing methods and controls is
also required to be submitted with the NADA. Manufacturers of animal drugs must
also comply with the FDA's Good Manufacturing Practices. Sale of animal drugs in
countries outside the United States requires compliance with the laws of those
countries, which may be extensive.
Most tests for water quality are regulated in the U.S. by the United States
Environmental Protection Agency ("EPA"). The EPA regulatory process involves
submission of extensive product performance data in accordance with an EPA
approved protocol, evaluation of the data by the EPA and publication for public
comment of any proposed approval in the Federal Register prior to final
approval. The sale of water testing products also is subject to extensive and
lengthy regulatory processes in many other countries around the world.
The sale of dairy testing products in the U.S. is regulated by the FDA in
conjunction with the Association of Official Analytical Chemists - Research
Institute ("AOAC-RI"). Before a product may be sold, extensive product
performance data must be submitted in accordance with a protocol that is
approved by the FDA and the AOAC-RI. Following approval of a product by FDA, the
product must also be approved by the National Conference on Interstate Milk
Shipments ("NCIMS"), an oversight body that includes state, federal and industry
representatives. While some foreign countries accept AOAC-RI approval as part of
their regulatory approval process, many countries have separate regulatory
processes.
Any acquisitions of new products and technologies may subject the Company to
additional areas of government regulation. These may involve food, drug and
water quality regulations of the FDA, the EPA and the USDA, as well as state,
local and foreign governments. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
EMPLOYEES
As of December 31, 1999, IDEXX had approximately 2,050 full-time and
part-time employees. The Company is not a party to any collective bargaining
agreement and believes that relations with its employees are good.
ITEM 2. PROPERTIES
IDEXX owns approximately 12 acres of land in Westbrook, Maine. IDEXX leases
approximately 290,000 square feet of industrial space in Westbrook, under a
lease expiring in 2008, approximately 75,000 square feet of industrial space in
Memphis, Tennessee for use as a distribution facility, under a lease expiring in
2007, and approximately 60,000 square feet of office and manufacturing space in
Illinois and Wisconsin for its veterinary practice management software business.
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IDEXX also leases a total of approximately 100,000 square feet of smaller
office, manufacturing and warehouse space in the U.S. and elsewhere in the
world. In addition, the Company owns or leases approximately 114,000 square feet
of space in the U.S., Australia and the United Kingdom for use as veterinary
reference laboratories and office space for its veterinary consulting services.
Of this space, 46,000 square feet is owned by the Company and the remaining
amount is leased, under leases having expiration dates up to the year 2002.
ITEM 3. LEGAL PROCEEDINGS
In January 1998, a complaint was filed in the U.S. District Court for the
District of Maine captioned ROBERT A. ROSE, et.al. v. DAVID E. SHAW, ERWIN F.
WORKMAN, JR. and IDEXX LABORATORIES, INC. The plaintiffs purport to represent a
class of purchasers of the common stock of the Company from July 19, 1996
through March 24, 1997. The complaint claims that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Securities and Exchange
Commission Rule 10b-5 promulgated pursuant thereto, by virtue of false or
misleading statements made during the class period. The complaint also claims
that the individual defendants are liable as "control persons" under Section
20(a) of that Act. In addition, the complaint claims that the individual
defendants sold some of their own common stock of the Company, during the class
period, at times when the market price for the stock allegedly was inflated. In
July 1999, the U.S. District Court granted the Company's motion to dismiss the
case for failure to state a claim. However in August 1999, the plaintiffs
appealed that ruling to the U.S. Court of Appeals for the First Circuit. In
February 2000, the Company entered into a Memorandum of Understanding (the
"MOU") with the plaintiffs pursuant to which the parties have agreed to settle
the suit. Pursuant to the MOU, the Company and the plaintiffs have filed a
Stipulation of Settlement (the "Stipulation") with the U.S. District Court.
Subject to certain conditions, the Stipulation will become effective following
approval by the District Court and expiration of the time for any appeal. No
assurance can be given that the District Court will approve the Stipulation or
otherwise that the suit will be finally settled on the terms contained in the
MOU. The proposed settlement (in excess of the portion reimbursed through
insurance) will not affect results of operations in 2000. In the event that the
suit is not settled, the Company is unable to assess the likelihood of an
adverse result or estimate the amount of damages which the Company may be
required to pay. Any adverse outcome resulting in the payment of damages would
adversely affect the Company's results of operations.
In December 1997, SA Scientific, Inc. ("SAS") filed suit against the Company
in the State of Texas District Court. SAS has alleged breach of a development
and supply agreement between SAS and the Company, negligent misrepresentation,
fraud and conversion of SAS's intellectual property, and is seeking $8,000,000
in actual damages, $24,000,000 in punitive damages, further unspecified damages
and attorneys' fees. The Company has filed an answer to the complaint denying
SAS's allegations and has asserted counterclaims against SAS for breach of
contract, fraud and conversion of the Company's property. The Company believes
that it has meritorious defenses to SAS's claims and is contesting the matter
vigorously. However, the Company is unable to assess the likelihood of an
adverse result or estimate the amount of damages the Company might be required
to pay. Any adverse outcome resulting in payment of damages would adversely
affect the Company's results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
NAME AGE TITLE
---- --- -----
David E. Shaw................... 48 President, Chief Executive Officer and Chairman of the Board of Directors
Erwin F. Workman, Jr., Ph.D..... 53 Executive Vice President and Chief Scientific Officer
Ralph K. Carlton................ 44 Senior Vice President
S. Sam Fratoni, Ph.D............ 52 Vice President
Robert S. Hulsy................. 55 Vice President
Roland H. Johnson............... 46 Vice President
Louis W. Pollock................ 46 Vice President
Roy V. H. Pollock, D.V.M., Ph.D. 50 Vice President
Merilee Raines.................. 44 Vice President, Finance
Mr. Shaw has been President and Chief Executive Officer of the Company since
July 1999. Mr. Shaw served as Chairman of the Board of Directors and Chief
Executive Officer of the Company from its founding in 1983 until February 1999,
and as President from 1983 until October 1993. He was Executive Chairman from
February 1999 to July 1999. Prior to founding the Company, he was a Vice
President of Agribusiness Associates, Inc., an international management
consulting firm.
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Dr. Workman joined the Company in July 1984, and he has served as Chief
Scientific Officer and Executive Vice President since November 1997 and as a
Director since 1993. He also served as President and Chief Operating Officer
from 1993 to November 1997. Before joining the Company, he was Manager of
Research and Development for the Hepatitis and AIDS Business Unit within the
diagnostic division of Abbott Laboratories, Inc.
Mr. Carlton has been Senior Vice President of the Company since joining the
Company in February 1997. He has been President of the Company's Information
business since October 1999. From February 1997 to October 1999, Mr. Carlton
served as Chief Financial Officer. Prior to joining the Company in February
1997, Mr. Carlton was a Senior Vice President with the investment banking firm
of Donaldson, Lufkin & Jenrette, from March 1995. From 1986 to March 1995, he
was with the investment banking firm of Goldman, Sachs & Co., where he served in
various capacities, the most recent being as a Vice President.
Dr. Fratoni has been Vice President of the Company since May 1997 and
President of the Company's Food and Environmental Division since July 1999. From
May 1997 to July 1999 Dr. Fratoni was Vice President of Human Resources of the
Company and from October 1996 to May 1997, he was Director of Business
Development for the Food and Environmental Division. Prior to joining the
Company in October 1996, Dr. Fratoni held various positions with Hewlett Packard
Company.
Mr. Hulsy has been Vice President of the Company since February 1999 and
President of the Company's IDEXX Veterinary Services subsidiary since August
1998. Prior to joining the Company in August 1998, Mr. Hulsy was President of
American Environmental Network, Inc. from 1992 to 1998.
Mr. Johnson became a Vice President of the Company in October 1998. He has
been President and Chief Executive Officer of Blue Ridge since August 1996. For
15 years prior to forming Blue Ridge, Mr. Johnson was employed by Ciba Animal
Health, most recently as Vice President Sales and Service.
Mr. Louis W. Pollock became a Vice President of the Company in December 1994
and has been President of the Company's Professional Office Diagnostics Division
since July 1999. Mr. Pollock joined the Company in 1986 and served in positions
of increasing responsibility in veterinary products sales management prior to
serving as President of the Company's International Division from December 1994
to March 1996 and as President of the Company's Food and Environmental Division
from March 1996 until July 1999. Prior to joining the Company, Mr. Pollock was
employed in various sales and marketing positions with Abbott Laboratories, Inc.
Dr. Roy V. H. Pollock became a Vice President of the Company in February
1998. Dr. Pollock joined the Company in November 1997 as Vice President of the
Company's Informatics Division. In 1999, Dr. Pollock became President of the
Company's VetConnect subsidiary. From 1995 until he joined the Company, Dr.
Pollock served as Vice President of the Companion Animal Division of Pfizer
Animal Health. Dr. Pollock was Vice President and Director, Strategic Product
Development, at SmithKline Beecham Animal Health from 1993 to 1995. Dr. Pollock
has also held faculty positions at Cornell University and Purdue University.
Ms. Raines has been Vice President, Finance of the Company since May 1995.
She served as Division Vice President, Finance from March 1995 to May 1995,
Director of Finance from 1988 to March 1995 and Controller from 1985 to 1988.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Information concerning the market price for the Company's Common Stock and
dividend policy is included under the section labeled "Market for the
Registrant's Common Stock and Related Stockholder Information" in the Company's
1999 Annual Report to Stockholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required under this item is included under the section
labeled "Selected Financial Information" in the Company's 1999 Annual Report to
Stockholders and is incorporated herein by reference.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required under this item is included under the heading
"Management's Discussions and Analysis of Financial Condition and Results of
Operations" in the Company's 1999 Annual Report to Stockholders and is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's Consolidated Financial Statements as of December 31, 1999 and
Supplementary Data are included in the Company's 1999 Annual Report to
Stockholders and are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEMS 10-13.
Except as indicated below, the information required by Part III is omitted
from this Annual Report on Form 10-K, and, pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended, is incorporated herein by reference
to the definitive proxy statement with respect to the Company's 2000 Annual
Meeting of Stockholders to be filed by the Company with the Securities and
Exchange Commission not later than 120 days after the end of the fiscal year
covered by this report. The information required by Part III will appear under
the headings "Beneficial Ownership of Common Stock," and "ELECTION OF
DIRECTORS--Nominees," "-- Board and Committee Meetings," "--Directors'
Compensation" and "-- Executive Compensation." Information regarding executive
officers of the Company is furnished in Part I of this Annual Report on Form
10-K under the heading "Executive Officers of the Company."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
(1) The consolidated financial
statements set forth in the list
below are filed as part of this
Annual Report on Form 10-K.
(2) The consolidated financial statement
schedule set forth in the list below
is filed as a part of this Annual
Report on Form 10-K.
(3) Exhibits filed herewith or
incorporated herein by reference are
set forth in Item 14(c) below.
List of Financial Statements and Schedules
referenced in this Item 14. Information
incorporated by reference from Exhibit 13
filed herewith:
Report of Independent Public Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Financial Statement Schedules filed herewith:
Schedule II - Valuation and Qualifying Accounts
All other Schedules are omitted because they are not applicable
or not required, or because the required information is already
provided herein.
(b) None
(c) See Exhibit Index on the page immediately preceding exhibits.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ David E. Shaw
-------------------------------------
David E. Shaw
President and Chief Executive Officer
March 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David E. Shaw President, Chief Executive Officer and March 29, 2000
------------------------------------------ Chairman of the Board of Directors
David E. Shaw
/s/ Merilee Raines Vice President, Finance and March 29, 2000
------------------------------------------ Treasurer (Principal Financial
Merilee Raines and Accounting Officer)
/s/ Erwin F. Workman, Jr. Executive Vice President, March 29, 2000
------------------------------------------ Chief Scientific Officer
Erwin F. Workman, Jr. and Director
/s/ Thomas Craig Director March 29, 2000
------------------------------------------
Thomas Craig
/s/ Mary L. Good Director March 29, 2000
------------------------------------------
Mary L. Good
/s/ John R. Hesse Director March 29, 2000
------------------------------------------
John R. Hesse
/s/ James L. Moody, Jr. Director March 29, 2000
------------------------------------------
James L. Moody, Jr.
/s/ Kenneth Paigen Director March 29, 2000
------------------------------------------
Kenneth Paigen
/s/ William F. Pounds Director March 29, 2000
------------------------------------------
William F. Pounds
/s/ Gabriel Schmergel Director March 29, 2000
------------------------------------------
Gabriel Schmergel
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EXHIBIT INDEX
2.1(9) Stock Purchase Agreement dated as of September 23, 1998 by and
among the Company, Blue Ridge Pharmaceuticals, Inc. ("Blue
Ridge") and the stockholders of Blue Ridge. Certain schedules and
exhibits to the agreement (each of which are identified in the
agreement) have been omitted in reliance upon Rule 601 (b)(2) of
Regulation S-K. The Company hereby undertakes to furnish such
schedules and exhibits to the Commission supplementally upon
request.
3.1(7) Restated Certificate of Incorporation of the Company, as amended.
**3.2 Amended and Restated By-Laws of the Company.
4.1(1) Rights Agreement, dated as of December 17, 1996, between the
Company and BankBoston, N.A. as Rights Agent, which includes as
Exhibit A the Form of Certificate of Designations, as Exhibit B
the Form of Rights Certificate, and as Exhibit C the Summary of
Rights to Purchase Preferred Stock.
4.2(11) Amendment No. 1 to Rights Agreement dated July 22, 1999, between
the Company and BankBoston, N.A.
4.3(9) Form of Warrant dated October 1, 1998 to purchase Common Stock of
the Company issued to shareholders of Blue Ridge other than
employee shareholders.
4.4(9) Form of Warrant dated October 1, 1998 to purchase Common Stock of
the Company issued to employee shareholders of Blue Ridge.
4.5 Instruments with respect to other long-term debt of the Company
and its consolidated subsidiaries are omitted pursuant to Item
601(b)(4)(iii) of Regulation S-K since the total amount
authorized under each such omitted instrument does not exceed 10
percent of the total assets of the Company and its subsidiaries
on a consolidated basis. The Company hereby agrees to furnish a
copy of any such instrument to the Securities and Exchange
Commission upon request.
10.1(2) 1984 Stock Option Plan of the Company, as amended.
**10.2 1991 Stock Option Plan of the Company, as amended.
**10.3 1991 Director Option Plan of the Company, as amended.
10.4(6) 1997 Director Option Plan of the Company, as amended, with the
form of option agreement granted thereunder attached thereto.
10.5(10) 1999 Director Stock Plan.
*10.6(3) Supply Agreement, dated January 15, 1992, between the Company and
Ortho-Clinical Diagnostics, Inc. ("Ortho") (formerly known as
Johnson & Johnson Clinical Diagnostics, Inc.), as assignee of
Eastman Kodak Company.
*10.6a(2) Amendment to Supply Agreement, dated November 16, 1993, and
Second Amendment to Supply Agreement, dated November 19, 1993,
between the Company and Ortho.
*10.6b(4) Third Amendment to Supply Agreement, dated March 15, 1994,
between the Company and Ortho.
*10.6c(5) Fourth Amendment to Supply Agreement, effective as of January 1,
1996, between the Company and Ortho.
+**10.6d Fifth Amendment to Supply Agreement, dated December 15, 1999,
between the Company and Ortho.
10.7(8) Employment Agreement dated April 25, 1997 between the Company and
David E. Shaw.
10.8(8) Employment Agreement dated April 25, 1997 between the Company and
Erwin F. Workman, Jr., Ph.D.
10.9(12) 1998 Stock Incentive Plan of the Company, as amended.
10.10(13) Agreement dated August 26, 1999 between the Company and David E.
Shaw.
10.11(9) Employment Agreement dated September 23, 1998 between the Company
and Roland H. Johnson.
**13 Annual Report to Stockholders for year ended
December 31, 1999. (only those portions incorporated herein by
reference).
**21 Subsidiaries of the Company.
**23.1 Consent of Arthur Andersen LLP.
**27 Financial Data Schedule for Annual Report on Form 10-K for 1999.
- ------------
(1) Incorporated by reference to the Exhibits to the Company's
Registration Statement on Form 8-A dated December 24, 1996 (File No.
0-19271).
(2) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K dated March 30, 1994.
(3) Incorporated by reference to the Exhibits to the Company's Amendment
No. 1 on Form 8 dated February 14, 1992 to the Company's Current
Report on Form 8-K dated January 30, 1992.
(4) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated May 11, 1994.
(5) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated July 26, 1996.
(6) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated August 14, 1997.
(7) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K dated March 31, 1997.
(8) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K dated March 27, 1998.
(9) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K dated October 1, 1998.
(10) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated August 13, 1999.
(11) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K dated July 30, 1999.
(12) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K dated March 31, 1999.
(13) Incorporated by reference to the Exhibits to the Company's Quarterly
Report on Form 10-Q dated November 12, 1999.
* Confidential treatment previously granted as to certain portions.
** Filed herewith.
+ Filed subject to request for confidential treatment.
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