================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 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 incorporation (I.R.S. Employer
or organization) Identification No.)
542 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices)
Registrant's telephone number, including area code: (805) 987-0086
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
Preferred Stock purchase rights
----------
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 [_]
Indicate by check mark if no disclosure of delinquent filers in response
to Item 405 of regulation S-K is 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 the Form 10-K or any
amendment to this Form 10-K . [_]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [_] No [X].
The aggregate market value of the voting stock (based on the last sale
price of such stock as reported by the National Association of Securities
Dealers Automated Quotation National Market System) held by non-affiliates of
the registrant as of June 28, 2002 was $57,046,775
The number of shares of the Registrant's common stock outstanding as of
March 18, 2003 was 9,608,005.
================================================================================
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The following discussion should be read in conjunction with our consolidated
financial statements provided under Part II, Item 8 of this annual report on
Form 10-K. Certain statements contained herein may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially, as discussed more
fully herein.
The forward-looking information set forth in this annual report on Form 10-K is
as of March 24, 2003, and we undertake no duty to update this information.
Should events occur subsequent to March 24, 2003 that make it necessary to
update the forward-looking information contained in this Form 10-K, the updated
forward-looking information will be filed with the Securities and Exchange
Commission in a quarterly report on Form 10-Q or as an earnings release included
as an exhibit to a Form 8-K, each of which will be available at the Securities
and Exchange Commission's website at www.sec.gov. More information about
potential factors that could affect our business and financial results is
included in the section entitled "Risk Factors" beginning on page 26 of this
Form 10-K.
OVERVIEW
The Company manufactures, markets and distributes products used worldwide in
biomedical research that are instrumental in the development of new drug
therapies and medical diagnostic methods. Our products enable scientists and
biomedical researchers to better understand the biochemistry, immunology and
cell biology of the human body, as well as disease processes. The Company offers
over 3,650 products that are grouped into the following product lines: Assays;
Antibodies; Bioactive Proteins and Peptides; Oligonucleotides; and Serum,
Buffers and Media. We believe we offer a unique combination of technological,
production, and research and development skills resulting in a full spectrum of
products and services for the worldwide pharmaceutical and biotechnology
industries.
The Company believes it has a strong scientific research staff, a broad product
line and an established trade name, giving us a solid presence in the biomedical
research market. We intend to continue our focus on new product development, and
to seek to acquire businesses, products and technologies complementary to our
current business through acquisitions, licensing or joint ventures.
INDUSTRY OVERVIEW
The biomedical research industry has seen significant advances in the
understanding of physiological processes at the cellular and molecular level. In
particular, the biotechnology industry has seen a substantial amount of growth
over the last year as the sequencing of the human genetic structure, or genome,
has been completed. Researchers have identified thousands of previously unknown
genes that potentially play key roles in physiological systems in the human
body. These genes are of significant interest to the pharmaceutical industry,
since they can be used as the basis of new therapeutic discovery and
development. The increase in biomedical research resulting from the sequencing
of the human genome has resulted in the need for methods and products to
accelerate and assist this research. The core competencies we have developed in
molecular and cellular biology, immunology and custom services address this
need. Biomedical researchers around the world are constantly in search of
specialty research products and services, which are necessary to conduct both
basic and clinical research. This research is conducted in settings that range
from university and medical school laboratories to pharmaceutical and
biotechnology research and development groups. The success of this type of
research depends upon the availability of high quality biological reagents and
custom services, including the types of assay kits, antibodies, biologically
active proteins, molecular probes and serums that we develop, manufacture and
sell.
STRATEGY
Our strategy is to increase our organic growth rate through focused research and
development and sales and marketing investments in cellular communications
markets with high growth potential. Cellular communications markets include both
extracellular signaling products (such as cytokines) and intracellular signaling
products (such as signal transduction). BioSource will exploit unique corporate
and product capabilities to drive product
2
growth in these select markets. As a complement to this strategy, we may, as
appropriate, acquire companies which enhance our ability to compete in these
markets. In order to facilitate this strategy, the Company is:
o Investing more resources in research and development than in prior history.
In 2000 and 2001 the Company spent approximately 11% of net sales on
research and development. In 2002, the Company spent approximately 15% of
net sales on research and development. In 2003, our research and
development spending is projected to be approximately 15% - 17% of sales -
a dollar increase of approximately $1.5 million. We expect this investment
to result in a substantially higher rate of product introduction, increased
levels of novel products and transfer of existing products into novel
platforms.
o Continuing to invest in sales and marketing infrastructure by increasing
our geographic coverage and marketing support. This effort began in 2000
and will continue in 2003. Although the incremental increases in spending
in sales and marketing expenses have been decreasing from 2000 to 2002 and
will continue to decrease in 2003, the increased spending levels from prior
periods has assisted the Company in its organic sales growth over this
period. We expect this sales and marketing investment, along with increased
product depth through our increased research and development spending in
2002 and 2003, to produce higher annual sales growth than levels achieved
in 2000, 2001, and 2002.
o We expect this investment to result in new market penetration, increased
brand recognition and ultimately greater organic sales growth.
o Increasing business development efforts to support the Company's cellular
communications strategy. We anticipate this focus will result in additional
relationships in the areas of licensing and strategic partnerships. This
will enable our reagent development and manufacturing expertise to be more
easily exploited in novel platforms and technologies.
o Evaluating potential acquisition targets that will complement our existing
core competencies and further strengthen our position in core proteomics
markets.
PRODUCTS
We offer over 3,650 products, which we group into the following product lines:
o assays
o antibodies
o bioactive proteins and peptides
o oligonucleotides
o serum, buffers and media
ASSAYS
ENZYME-LINKED IMMUNOSORBENT ASSAY ("ELISA") TEST KITS. We have developed
reagents and methodologies for the measurement of cytokines and chemokines in
blood or other biological samples. ELISA test kits are a combination of
cytokines, their antibodies and other chemical reagents, and are used to measure
the presence or quantity of a particular bioactive protein in serum, plasma or
other biological sample. The quantitation of these cytokines and chemokines has
been shown to be an excellent way for scientists to determine the functional
status of the immune system. Since many of the current targets of pharmaceutical
intervention are designed to modulate the immune system, using these
quantitation markers as a means for gauging the effectiveness of treatment is
becoming a key monitor.
3
In a typical ELISA test kit, an antibody is immobilized or "bound" on a
microtiter well of the kit's test plate. A sample containing the antigen that is
to be measured is added by the researcher and allowed to react with the bound
antibody. After the well is washed, a second antibody with a specific enzymatic
tag is added and allowed to react with the bound antigen. After washing away any
remaining free antibody, the researcher adds a substrate that produces a colored
reaction. The amount of color is proportional and thereby indicates the amount
of antigen present, which can be measured even in minute concentrations, using
common laboratory instruments. This method of quantitation of these antigens has
become an integral tool both in research and diagnostic applications as it
provides a relatively inexpensive, accurate and rapid method for the evaluation
of immune status.
Our ELISA tests produce results in a few hours, compared to days or even weeks
with bioassays. We offer kits for human, mouse, rat, monkey and swine proteins.
The diversity of species is important to allow investigators to establish
numerous measurements in pre-clinical animal model systems. We offer over 390
types of ELISA kits and we believe we are the leader in sales of rat, monkey and
swine cytokine ELISA kits. Detection of fluctuations in cytokine levels by ELISA
tests, whether in an in-vitro cell culture experiment of a new drug or in a
patient's serum, provide researchers and scientists with valuable information in
understanding disease progression, therapy and diagnosis.
An alternative method to our ELISA test kits are our Muliplex Antibody kits for
use in products manufactured by Luminex Corporation, a third party, which allow
measurement of several proteins simultaneously in a single sample, saving time
and effort as well as the precious sample. Our menu has rapidly expanded to
include kits for the measurement of human, mouse and rat cytokines, chemokines,
growth factors and cell biology markers. The multiplex kits allow for
investigators to establish screens for drug targets and inhibitors in cell
culture samples or to determine the diagnostic value of a panel of proteins in
human patient serum or plasma samples.
Of the more than 390 kits we offer, the following table illustrates a few of the
more common applications of our ELISA test kits:
Test Kit Characteristics/Application
-------- -----------------------------------------------------------------
Tau This kit detects and quantitates the presence and phosphorylation
state of an important brain protein thought to be involved in the
development of Alzheimer's disease. When this protein is modified
in the cell by the addition of phosphate groups at specific amino
acid sites, the biological activity of the protein changes. In
certain disease states, abnormally high levels of phosphorylation
occur, which cause the protein structures to destabilize,
ultimately leading to neuronal degeneration. Deposition of
filamentous tau is implicated in other neurodegenerative diseases
including cortical basal degeneration (CBD), progressive
supranuclear palsy (PSP), Pick's disease, and certain forms of
Parkinson's disease. Pharmaceutical companies are keenly
interested in developing drugs that can halt specific patterns of
phosphorylation without hampering normal cell activity. The
ability to quantitate the phosphorylation state at specific sites
will assist this effort.
Rb This kit detects and quantitates the presence and phosphorylation
state of an important cellular regulation protein associated with
cell division. This protein, known as Retinoblastoma protein or
Rb, is one focus of efforts to develop anti-cancer drugs. The
activity of Rb is controlled by phosphorylation of the protein at
specific amino acids by a select group of protein kinases called
cdks. If too much phosphorylation of Rb occurs, its ability to
halt cell division is hampered, as is the case in malignant
cells. The ability to specifically quantitate the level of
phosphorylation of this protein by kinases and the impact of
kinase inhibitors on normal and abnormal phosphorylation is a key
development in the drug development process.
IL-6 This kit detects and quantitates a cytokine that is extremely
important in the study of inflammation. IL-6 is produced by a
number of cells in the body and its actions regulate the growth
and differentiation of various cells of the immune system. IL-6
induces a variety of important proteins in the body in response
to inflammation or tissue injury. Although most healthy
individuals have undetectable levels of IL-6 in their serum, huge
quantities of IL-6 are
4
detected in severe inflammatory situations such as septicemia.
The elevation of serum IL-6 precedes that of acute phase
proteins, e.g., in a postoperative phenomenon, and may thus be a
sensitive early parameter to investigate inflammatory conditions.
Serum levels of IL-6 are used in studies of surgical or traumatic
tissue injuries, infectious diseases, auto-immune diseases
including arthritis, graft rejection, alcoholic liver cirrhosis,
malignancies, etc.
RADIOIMMUNO-ASSAYS ("RIA"). We produce and market RIAs, which are used
internationally in clinical laboratories for the measurement of hormones and
proteins important in growth, reproductive and thyroid disease. These assays
utilize radioisotopically labeled molecules to compete with non-isotopically
labeled molecules for sites on known antibody concentrations. RIA is a mature
technology used primarily in European and other foreign countries and is not
widely used in the United States.
OTHER ASSAYS. We have combined our oligonucleotide and ELISA technologies to
develop a portfolio of other assay kits that measure the quantity of messenger
RNA, the type of RNA that serves as a template for protein synthesis, of various
cytokines in blood, cultured cells or tissues. Our molecular analysis kit
product line permits detection of the individual genes, and quantitates the
amount of the gene that encodes for a specific protein. We also have developed
kits that allow researchers to measure multiple genes at the same time from a
single sample.
ANTIBODIES
Antibodies are used as detector systems in the research of normal and abnormal
proteins. Antibodies are proteins generated by immune cells in response to
foreign substances, which are called antigens. Antibodies have specific amino
acid sequences, which cause them to interact only with the antigen that induced
their creation. Antibodies circulate in the blood and assist the body's immune
system by searching out and neutralizing or eliminating antigens. Antibodies are
used by researchers in a variety of applications, including neutralization
studies in bioassay systems, as capture and detection molecules for protein
quantitation and for cellular differentiation. Antibodies used in research are
generally produced by injecting an antigen into animals, which cause the
animals' immune system to produce an antibody specific to that antigen.
Our secondary antibody product line provides researchers and biotechnology
companies with a broad array of high quality reagents used to develop analytical
signals in various assays. In addition, other companies use our secondary
antibodies as a component of their test kits.
We also have developed a significant catalog of innovative signal transduction
tools that enable customers to more readily understand the complex signals,
which control cellular processes. Many of these tools are antibodies that
recognize specific, activated or inactivated forms of proteins containing one or
more molecules of phosphate at specific sites. Such an addition of phosphate
molecules, which is referred to as phosphorylation, or removal of phosphate
molecules, which is referred to as dephosphorylation, control most of the
signaling within and between cells. Diseases such as cancer, heart disease and
Alzheimer's have been shown to be at least in part due to the malfunctioning of
key molecules within cells, in many cases due to alterations in their activity
through altered phosphorylation.
We offer over 1,650 antibody products. The following table illustrates some of
the uses for the antibodies we offer:
Uses Description
- -------------- ------------------------------------------------------------
Flow Cytometry In order to identify specific cell types by the nature of
the antigens expressed on their surface, antibodies are
bound to cells and visualized by labeling the antibody
molecules with a fluorescent dye or "fluorochrome." The
result is examined with an instrument known as a flow
cytometer.
ELISA Test Kits Antibodies are used in our ELISA test kits to detect and
measure proteins in biological fluids. An antibody is
coupled with an enzyme which reacts with a colorless
substrate in the presence of a sample containing the antigen
of interest to
5
generate a colored reaction product. The color produced is
proportional to, and thereby indicates the amount of,
antigen present in the sample.
High Throughput High throughput screening permits the researcher to screen
test thousands of drug candidates in a short period of time
for their effect on target molecules. In order to be used in
this manner, we conjugate our antibodies to different dyes
or enzymes.
Immunoblotting Immunoblotting uses antibodies to identify a specific
protein in a complex mixture. In this process, a protein of
interest is separated by molecular weight using gel
electrophoresis. A specific antibody is then passed over the
mixture, and any protein that binds to the antibody is
visibly detected.
The research conducted by our customers often requires that we manufacture
unique, specific peptides or antibodies for custom research projects. Previously
unidentified genes and proteins are being identified at a rapid rate, which
often precedes the introduction of catalog offerings by many months to years.
Through our Massachusetts facility we engage in the manufacture of these custom
peptides and antibodies thus allowing customers to perform timely research on
these new or proprietary targets. The capabilities to provide custom peptides
and antibodies as well as innovative catalog products further strengthens our
strategic relationships with our customers and has led to the development of new
catalog products and expanded sales opportunities.
BIOACTIVE PROTEINS AND PEPTIDES
Proteins, which are chains of amino acids in particular sequences, and their
interactions are responsible for all of the biochemical and physical properties
of a cell, as well as variations among different types of cells. Proteins take
various forms, including enzymes, hormones, antibodies, receptors, cytokines and
chemokines. Proteins are ideal for use in basic research, drug discovery,
enzymology, high throughput screening, in vivo studies, x-ray crystallography or
as antigens for antibody production. Our primary protein products are cytokines
and chemokines, which are regulatory molecules that control growth and
differentiation of cells.
CYTOKINES. The development of an effective immune response involves complex
cell-to-cell communications, which are mediated by a group of small hormone-like
soluble secreted proteins collectively called cytokines. Cytokines, like growth
factors, interact with specialized target receptors on the surface of the cells
and stimulate a chain of secondary messengers leading to a biological response.
These responses result from changes in both the molecular capabilities and
behaviors of cells. For example, cytokines can activate cells to recognize and
eliminate harmful bacteria and viruses. They carry vital signals to the cell's
genetic machinery that can trigger it to grow or stop growing. Cytokines can
also signal a cell to differentiate, that is, to acquire the features necessary
for it to take on more specialized tasks. Specific cytokines play a key role in
stimulating cells surrounding a wound to grow and divide and also in attracting
migratory cells to the site. Some cytokines have a regulatory function, and
other cytokines exert direct effects of their own.
Cytokines are extracted from natural sources, such as human and animal
platelets, white blood cells and lymphatic cells, or are produced through
genetic engineering, also known as recombinant DNA technology. Cytokines
coordinate and orchestrate the proper functioning of the immune system. In
addition to producing the human cytokines, we also produce the equivalent
proteins from mice, rats, swine and monkeys. Many cytokines are being
investigated for their ability to activate or suppress host immunity. Cytokines
and other similar growth factors and adhesion molecules are instrumental in the
body's defense against cancer, AIDS and other life- threatening disorders.
CHEMOKINES. Chemokines are specific proteins that regulate the recruitment and
activation of white blood cells and other sites of inflammation. Chemokines
function by binding to receptors on the surface of affected cells. Tremendous
interest in chemokines exists due to recent studies linking chemokines and their
receptors to the development of HIV.
OTHER PROTEINS. To date we have focused on cytokines, chemokines and growth
factors; however, with the progress of the human genome project, protein
discoveries will expand beyond these proteins. Signal transduction proteins, of
which it is hypothesized that only a fraction have been discovered, will be
important in
6
high throughput screens of drug candidates since the irregular functioning of
these proteins is involved in substantially all diseases. Additionally,
researchers will want reagents to the nuclear proteins, cytoskeletal proteins
and others that will be discovered to study their role in various diseases.
Reagents to these markers can be created using our core competencies.
We offer over 360 protein products. The following table shows examples of
different cytokines we produce and
use:
Cytokine Research Uses
- -------- --------------------------------------------------------------
IL-4 Interleukin 4 is a protein that has been observed to have
direct growth-suppressive activity on a variety of
malignancies. IL-4 is used in cancer research.
VEGF Vascular Endothelial Growth Factor regulates angiogenesis, the
process of new blood vessel growth. VEGF is used in drug
development, cancer research and as a growth factor for
endothelial cells.
TNF Tumor Necrosis Factor is a protein that plays a vital role in
the regulation of the immune system. TNF is used to study
immunological processes, cancer, inflammation and septic
shock.
PEPTIDES. Bioactive peptides are subsections of proteins or small proteins that
are synthetically created. These peptides represent the active or inhibitory
site of a particular protein, and are used to study the activity of various
proteins. Some bioactive peptides, such as beta amyloid peptides, have been
shown to play a major role in the development of Alzheimer's Disease.
OLIGONUCLEOTIDES
The production of oligonucleotides is a custom service we provide for
researchers engaged in molecular biology. An oligonucleotide is a synthesized
polymer made up of the same building blocks that form DNA. Synthetic
oligonucleotides have been used in molecular biology for over twenty years,
essentially as templates for nucleic acid and protein synthesis, and more
recently, as the therapeutic agents for the inhibition of gene expression or as
a diagnostic agent to identify disease. DNA is used by almost every discipline
in biomedical research in both academic and commercial areas, including
molecular biology and cell biology departments of major universities and
biomedical companies developing gene therapy products. These researchers use
synthetic oligonucleotides to determine the exact sequence of a gene, or to
perform experiments leading to the potential development of pharmaceutical
drugs. The primary use of the oligonucleotides we develop and sell is for DNA
sequencing and polymerase chain reaction, or PCR, priming.
In DNA sequencing, we synthesize oligonucleotides pursuant to customer
specifications, which they use to initiate a process of sequencing a DNA strand.
DNA sequencing is used in a wide range of biomedical research applications to
identify the makeup of particular strands of DNA.
In PCR priming, our synthesized oligonucleotides are used by our customers in
combination with other reagents to amplify a specific genetic sequence isolated
from a cell sample. After PCR amplification, gel electrophoresis is used to
identify and even to quantitate a specific DNA or RNA sequence from that sample.
PCR is an extremely powerful tool in molecular biology research because it can
amplify genetic information from a single copy of DNA or RNA. Using PCR
technology, the presence of the genetic message used to code for the production
of protein can be identified, thereby offering numerous possibilities in the
detection of genetic disorders, monitoring disease progression, and in
understanding cellular functions.
Genomics research requires large quantities of oligonucleotides. DNA arrays for
expression profiling and single nucleotide polymorphism, or SNP, analysis all
require the use of synthetic DNA oligonucleotides. In addition, high throughput
screening techniques, used in drug discovery are incorporating the use of
fluorescent modified DNA oligonucleotide probes to detect and quantify target
gene expression. We have developed technologies to rapidly produce and
manufacture large number of high quality DNA oligonucleotides for DNA array
construction and developed proprietary processes to produce fluorescent probes.
7
The following table illustrates some of the uses for the DNA oligonucleotide
services we offer:
Uses Applications
- ------- ------------------------------------------------------------------
Primers Oligonucleotides are used in the initiation of the PCR process.
Probes DNA oligonucleotides are used in hybridization reactions for the
Real Time PCR quantitation. Probes are duel labeled fluorescent
probes used in real time PCR quantitation and molecular diagnostic
analysis. We offer three different styles of FRET probes for our
customers, including the highly sensitive BioSource Grove Binder
("BGB") probe for SNP analysis..
Arrays Oligonucleotides are used on a solid matrix to profile gene
expression or single nucleotide polymorphisms, or SNP's.
SERUM, BUFFERS AND MEDIA
We manufacture over 245 serum, media and buffer products in our catalog. We also
offer custom formulation services for unique applications. These products are
vital in growing specialized cell cultures. In most cases, cell cultures are a
primary testing method for the effectiveness of vaccines and drugs for a variety
of diseases.
CUSTOMERS
We have over 6,000 customers worldwide. No single customer accounted for 10% or
more of our total revenue during any of the last three years. Our customers
include:
PHARMACEUTICAL BIOTECHNOLOGY UNIVERSITIES
Astra Zeneca Amgen Brigham and Women's Hospital
Aventis Pharmaceuticals Biogen Baylor College of Medicine
Bristol Myers Squibb Exelexis Columbia University
Eli Lilly Genentech John Hopkins University
Glaxo Smithkline Human Genome Sciences UCLA
Merck & Company Hyseq UC San Francisco
Pfizer Millennium University of Pennsylvania
Pharmacia Pharmaceuticals University of Texas MD Anderson
Schering-Plough Rigel Pharmaceuticals Cancer Research Center
Wyeth-Ayerst Tularik University of Washington
Zymogenetics at St. Louis
GOVERNMENT
Centers for Disease Control
Food and Drug Administration
National Cancer Institute
National Institutes of Health
VA Medical Centers
U.S. Army Research Institute
RESEARCH AND DEVELOPMENT
As a reagent company with significant internal R&D and manufacturing capability,
BioSource strives to produce uniquely capable reagents to markers of interest
for the academic and pharmaceutical community. Reflecting our strategy, we are
pursuing development in high-growth markets. Traditionally, we have focused our
research and development in the area of extracellular signaling molecules.
BioSource has been predominantly known, in this respect, for our work in
cytokines, chemokines and growth factors. These proteins act as chemical
communicators especially in the immune system and are critical to the maturation
and function of normal cells. These proteins continue to play an important role
as indicators of the health of the immune system and are thus indicators of some
disease processes. We will continue to leverage this immunological expertise to
appropriately expand our product offerings in this area. We have also achieved
success in extending our product lines into intracellular signaling, more
commonly known as signal transduction. Signal transduction is a market that is
growing in importance as researchers begin to understand its central role in
disease and its significance as targets for drug therapy. We also plan to
exploit the increasing demand for new high-content and high-throughput platforms
that enable pharmaceutical and biotechnology companies to fully realize the
opportunities represented by the sequencing of the human genome.
8
Therefore, our current research and development activities are focused in the
following areas:
o Development of reagents for new detection technologies and assay platforms
for the growing high-content and high-throughput screening markets.
o Selective addition of new cytokine, chemokine and growth factors to our
existing product offerings.
o Development of new signal transduction reagents.
As of March 1, 2003, we employed 53 research scientists, 18 of whom hold
Ph.D.'s. Among these professionals are experts in peptide chemistry, molecular
biology, immunology and signal transduction. In particular, their knowledge is
fundamental to the development of peptides, oligonucleotides, proteins,
antibodies and assay kits. Our research laboratories are located in Camarillo,
California; Hopkinton, Massachusetts; and Nivelles, Belgium. In the year ended
December 31, 2002, we introduced over 500 new products, of which approximately
70% were developed by our scientists. In addition, as of March 7, 2003, we had
approximately 200 products under development. We spent approximately $6,187,000,
$3,986,000, and $3,575,000 on research and development in 2002, 2001, and 2000
respectively. Research and development spending represented approximately 15% of
net sales in 2002 and 11% of net sales in 2001 and 2000. In 2003, our research
and development spending is projected to be approximately 15% - 17% of sales - a
dollar increase from 2002 of approximately $1.5 million. We expect this
investment to result in a higher rate of product introduction, increased levels
of novel products and transfer of existing products into novel platforms.
MANUFACTURING
Our reagent products and ELISA test kits are manufactured in Camarillo,
California. We manufacture oligonucleotides at our laboratories located at our
facilities in Foster City, California. Our custom peptides and antibodies and
other antibodies are manufactured at the laboratory facilities in Hopkinton,
Massachusetts. Our serum, buffers and media are manufactured at our facilities
in Rockville, Maryland. We also manufacture antibodies and assay kits at our
European facility in Nivelles, Belgium. We currently manufacture products for
inventory and ship products shortly after receipt of orders and anticipate that
we will continue to do so in the future. Accordingly, we have not developed a
significant backlog of products and do not anticipate we will develop a material
backlog of products in the future.
Labeling, packaging, and shipping are carried out independently at each
facility. We purchase our packaging components from outside suppliers who follow
our own custom packaging designs. We have an internal graphic arts department
located at our Camarillo, California facility that designs our packaging and
marketing materials. We believe there are numerous available suppliers for our
packaging components.
We believe that we have adequate supplies of raw materials on hand to continue
to manufacture almost all of our products and meet customer demand, and that
those materials that we do not produce internally are readily available from
multiple sources.
SALES AND MARKETING
We have 32 sales representatives worldwide. The principal markets for our
products are in the United States, Japan and Western Europe. We have a direct
sales force strategically located in major metropolitan areas in the United
States. The use of a direct sales force provides us with an opportunity to
discuss directly with researchers and scientists new developments and trends in
the industry. We advertise in various scientific trade journals and distribute
our own product catalog to all current and selected potential customers. We sell
to our international markets directly through our European subsidiary, and we
use international distributors that specifically target selected foreign life
science markets.
Our sales people hold a minimum of a biological sciences undergraduate degree
and undergo training in the nature and application of our products and proven
selling techniques. We believe that by investing in the scientific training of
our sales force, we are able to determine the needs of researchers and
scientists in the biomedical community. Our sales force is used to provide
valuable feedback for product development. Each representative is responsible
for the maintenance of existing accounts as well as the generation of new
business.
9
Representatives are paid a base salary and commissions. The commissions are
based upon sales growth over previous years' sales levels.
Besides the United States, we sell directly into Germany, Belgium, Holland,
Denmark, Sweden, Norway, Finland and the United Kingdom. We also use a network
of international distributors covering over 40 other countries. We utilize a
network of both exclusive and non-exclusive international distributors, but we
generally grant exclusive distribution rights only where the distributor
maintains direct field representatives proportionate to the potential for sales
of our products in a defined geographical area. In order to serve as our
distributor, the distributor must agree to and meet acceptable annual sales
goals. We offer all of our distributors annual training to enhance their
knowledge of our products as well as their respective applications, solicit
requests for new products and ultimately to increase sales.
SEGMENT INFORMATION
The Company operates primarily in one industry segment, the licensing,
development, manufacture, marketing and distribution of biological reagents and
test kits used in biomedical research. For information regarding the revenues
and assets associated with the Company's geographic segments, see Note 11 of the
Notes to the Company's Consolidated Financial Statements included elsewhere in
this filing.
COMPETITION
We are engaged in a segment of the health care products industry that is highly
competitive. Our primary competitors include biotechnology companies such as
Techne Corporation, BD BioSciences, New England Biolabs, and Invitrogen. Many of
our competitors have been involved in the health care industry significantly
longer than we have and benefit from greater name recognition. In addition, many
of our competitors have greater resources to devote to research and development,
sales and marketing and occasionally engage in price cutting measures to achieve
leadership in their field. However, we believe that by offering a very broad and
complete product line that enables the end user to obtain many products from one
source we gain a competitive advantage. In addition, competition in our markets
generally focus on the following factors:
o quality
o speed of delivery
o application/customer support
o breadth of product offerings and
o price
PATENTS AND TRADEMARKS
We are currently seeking and intend to seek patent protection on certain
proprietory technologies. Although our intent is to protect our interests in
select technologies, there is no guarantee that these patents will be granted,
or if granted, be effective in fully protecting the use of these technologies.
We also seek to protect our interests by treating certain technologies and
know-how as trade secrets and by requiring all employees and contractors to
execute invention and assignment agreements with us, which include
confidentiality provisions.
"PhosphoELISA," "BGB," "Messagescreen," "TAGOImmunologicals," "Cytoscreen,"
"Primescreen," "Cytosets" and "Flexia" are unregistered product trademarks used
for some of our products, but are only of limited importance to our business.
"Biofluids" is also a registered trademark we acquired as part of our
acquisition of Biofluids in December 1998.
10
GOVERNMENT AND ENVIRONMENTAL REGULATION
Except as we indicate in the following paragraph, approval by the Food and Drug
Administration is not required for the sale of any of our products in the United
States because our products are marketed and sold for research use only.
Research products are not currently required to comply with the lengthy FDA
approval process associated with diagnostic or therapeutic products. In the
event we develop products directly for the diagnostic market in the United
States, we will be required to obtain FDA approval prior to selling them. This
approval, if required, could be time consuming and costly.
Some of our products, however, are used by our customers as raw materials or
intermediates in the production of diagnostic products. As such, we received
clearance by the State of California and the FDA to manufacture our
TAGOImmunologics product line as Analyte Specific Reagents. These reagents are
classified as Class I biologics that are manufactured in compliance with the
FDA's Quality System Regulation, also known as cGMP. This registration allows us
to market these products to clinical laboratories and manufacturers of in vitro
diagnostic products.
We believe that we are materially in compliance with the Occupational Safety and
Health Act, the Environmental Protection Act, the Toxic Substances Control Act,
and other similar laws of general application.
Our European subsidiary's clinical products are produced in facilities that have
achieved ISO 9001 certification, and are eligible to be used in Europe for
clinical diagnostics. In all of our markets in which we sell through
distributors, our distributors are responsible for compliance with the
applicable governmental regulations.
Except as we indicated above, we are not subject to direct governmental
regulation other than the laws and regulations generally applicable to
businesses in the jurisdictions in which we operate, including those governing
the handling and disposal of hazardous wastes and other environmental matters.
Our research and development activities involve the controlled use of small
amounts of hazardous materials, chemical and radioactive compounds. Although we
believe that our safety procedures for handling and disposing of such materials
comply with applicable regulations, the risk of accidental contamination or
injury from these materials cannot be completely eliminated. In the event of
such an accident, we could be held liable for resulting damages. This liability
could have a material adverse effect on us.
EMPLOYEES
As of March 1, 2003, we employed 296 individuals, 291 of whom were full-time
employees. Twenty one of our employees at that date had doctoral degrees.
None of our employees in the United States is represented by a labor union. As
of March 1, 2003, 60 of our 296 employees worked for our Europeon subsidiary in
Belgium. As is customary under Belgian labor law, employees of our Belgian
subsidiary, BioSource Europe S.A., are represented by two national unions who
represent employee interests to the national chemistry industry employer
organization. We believe we are in compliance with these Belgium legal
restrictions. We consider our current Belgium subsidiary employee and labor
relations to be good.
Pursuant to Belgian law, we have in the past been subject to heightened
restrictions related to union representation for works councils and safety
councils applicable to companies with more than 50 employees. Because we
employed less than 50 employees at our Nivelles, Belgian facility in 2000, these
heightened restrictions terminated in April 2000. If we employ more than 50
employees as determined under Belgium law, then at the time of the next
elections for works councils and safety councils that will occur in 2004, the
heightened restrictions for certain employees will again be applicable to us.
ITEM 2. PROPERTIES
In June 1996, the Company secured financing from Heller Financial Corp. in order
to partially finance the purchase of its previous corporate headquarters. The
original loan principal was $745,000 and was secured by a first trust deed on
the property. The loan bore interest at a rate of 9.4% and had a 20-year term.
In addition, in
11
June 1996, the Company obtained a loan from the Small Business Administration in
order to partially finance the purchase of the previous corporate headquarters
building. The original loan principal was $616,000 and was secured by a second
trust deed on the property. The loan bore interest at a rate of 7.6% and had a
20-year term. Payments to both Heller Financial Corp. and the Small Business
Administration were guaranteed by the previous chairman of the board of our
Company.
In November 2000, the Company completed the sale of its previous corporate
headquarters. In conjunction with this sale, the Company paid the remaining
$672,100 balance due on the Heller Financial Corp. loan and the remaining
$543,600 due on the Small Business Administration loan. As a result of the sale
of the building, the Company recognized a loss of $99,300 in 2000, which is
shown in other income (expense) in the accompanying consolidated statement of
operations.
In March 2000, the Company entered into a lease for a new facility at 542 Flynn
Road in Camarillo, California, and relocated its previous offices and
laboratories to this new location in July 2000. The new building contains
approximately 51,821 square feet and is situated in an industrial park
approximately two blocks from the previous corporate headquarters. The lease
commenced on May 1, 2000 and runs through June 30, 2005, with the option to
continue the lease for two additional five-year terms. Monthly lease payments in
2003 are approximately $31,000. The new facility has several laboratory areas,
including molecular biology facilities, a protein purification facility, an
oligonucleotide facility, and an assay development and manufacturing facility,
as well as ELISA development and manufacturing space and cold storage rooms
sufficient to accommodate our current and anticipated future needs.
We lease a facility in Foster City, California, approximately 20 miles south of
San Francisco, which consists of approximately 6,600 square feet, of which
approximately 6,000 square feet is our oligonucleotide laboratory, under a lease
that expires in May 2006. Monthly lease payments in 2003 are approximately
$13,700.
We also lease a facility in Hopkinton, Massachusetts, approximately 25 miles
west of Boston, which consists of approximately 11,500 square feet, of which
approximately 7,000 square feet is laboratory space, under a lease originally
expired in April 2001. In February 2001, the Company amended its current lease
in Hopkinton, Massachusetts. The amended lease extends the term of the lease for
five additional years, through May 2006. Monthly lease payments in 2003 are
approximately $11,000.
In January 2002, the Company leased an additional facility in Hopkinton,
Massachusetts, which consists of approximately 10,500 square feet, of which
approximately 7,000 is laboratory space, under a lease that expires in January,
2007. Monthly lease payments in 2003 are approximately $16,000.
We lease a facility in Rockville, Maryland, which consists of approximately
11,500 square feet of warehouse, manufacturing, and office space, under a lease
that expires in May 2004. Monthly lease payments in 2003 are approximately
$14,000.
Our European subsidiary leases facilities in Nivelles, Belgium, which consists
of approximately 30,000 square feet of manufacturing, laboratory and office
space, under a lease that expires in March 2007. Monthly lease payments in 2003
are approximately $19,000.
Additional small sales offices are located in Germany and Holland.
We believe that all of our facilities are in good condition, are adequately
covered by insurance and will be adequate for our occupancy needs for the
foreseeable future.
The Company's lease commitments for the above referenced properties make up
substantially all of the Company's total lease commitments. At December 31,
2002, total future minimum payments under all of the Company's leases are as
follows (in thousands):
12
2003........................................ $ 1,440
2004........................................ 1,340
2005........................................ 1,048
2006........................................ 579
2007........................................ 53
Thereafter.................................. --
---------
$ 4,460
=========
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of our security holders during the fourth
quarter of our last fiscal year.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is traded on the Nasdaq National Market under the symbol
"BIOI." The following table sets forth, for the periods indicated, the high and
low closing sales price per share of our common stock as reported on the Nasdaq
National Market.
High Low
------ ------
2001 Fiscal Year
First Quarter $13.69 $ 6.00
Second Quarter 10.45 6.00
Third Quarter 7.25 5.10
Fourth Quarter 8.30 5.00
2002 Fiscal Year
First Quarter $ 8.20 $ 5.19
Second Quarter 6.16 5.86
Third Quarter 6.08 4.89
Fourth Quarter 6.31 5.50
2003 Fiscal Year
First Quarter, through March 18, 2003 $ 6.95 $ 5.83
On March 18, 2003, the closing sale price of our common stock on the Nasdaq
National Market was $6.20. As of March 18, 2003, there were 9,608,005 shares of
our common stock outstanding held by approximately 484 holders of record.
On January 10, 2000, the company entered into a securities purchase agreement
with Genstar Capital Partners II, L.P. and Stargen II LLC, both of which are
accredited investors as such term is defined in Rule 501 of Regulation D of the
Securities Act of 1933. Pursuant to this agreement, the Company sold Genstar and
Stargen a total of 371,300 shares, including 364,244 to Genstar and 7,056 to
Stargen, of our $.001 Series B Redeemable Preferred Stock for $9,000,312 in the
aggregate. These shares were convertible into 1,485,200 shares, including
1,456,976 for Genstar and 28,244 to Stargen, of the Company's common stock. In
addition, the Company issued Genstar and Stargen warrants to purchase a total of
1,287,000 shares of common stock, including 1,262,542 to Genstar and 24,458 to
Stargen, exercisable at $7.77 per share. Under the investor rights agreement
among
13
Genstar, Stargen and the Company, executed in connection with the securities
purchase agreement, Genstar and Stargen also have the right to appoint two out
of our seven directors to our board of directors as long as they beneficially
own, in the aggregate, at least 750,000 shares of common stock, or one director
if they beneficially own at least 495,000 shares. Pursuant to the investor
rights agreement, Jean-Pierre L. Conte, a Managing Director of Genstar Capital
LLC, and Robert J. Weltman, a Vice President of Genstar Capital LLC were
appointed to our board of directors. Genstar and Stargen also have the right of
first refusal to purchase additional shares and the right to require us to
register the shares of our common stock underlying the preferred stock and the
warrants. The consummation of the securities purchase agreement, including the
issuance of the shares of Series B Preferred Stock and the warrants, occurred on
February 15, 2000.
The Series B Redeemable Preferred Stock had an initial aggregate liquidation
value of $9,000,312. The Series B Redeemable Preferred Stock shares were
entitled to receive dividends at an annual rate of 8% of the original issue
price. Unless all dividends on the outstanding Series B Redeemable Preferred
Stock shares were paid, no dividends or other distributions were to be paid to
Common Stock shareholders. The Series B Redeemable Preferred Stock shareholders
had liquidation preference to the Common Stock shareholders. On September 20,
2000, pursuant to the terms of the Certificate of Designation of Preferences
Rights and Limitations of our Series B Redeemable Preferred Stock and $432,400
of redeemable preferred dividends were converted into 1,556,574 common shares at
$6.06 per common share or $9,432,700. Total non-cash preferred stock dividends
and effects of beneficial conversion related to the preferred stock totaled
$3,853,300.
In connection with the issuance of Series B Redeemable Preferred Stock the
holders received detachable stock purchase warrants. In addition, the holders
received a beneficial conversion with an estimated fair value of $995,100. The
warrants are exchangeable for 1,287,000 shares of Common Stock at an exercise
price of $7.77 per share. The Company allocated the net proceeds of $8,415,200
based on the relative fair value of the warrants ($1,840,700), the Series B
Redeemable Preferred Stock ($5,579,400) and the beneficial conversion
($995,100). The book value of the Series B Redeemable Preferred Stock of
$5,579,400 accreted to its liquidation value by $995,100 related to the
beneficial conversion feature and $1,840,700 upon conversion.
The Company entered into a Securities Purchase Agreement, effective as of August
9, 2000 with Genstar Capital partners II L.P, pursuant to which Genstar agreed
to purchase from the Company 300,000 shares of common stock at $15.00 per share.
Genstar subsequently assigned its rights to purchase 30,000 of these shares to
Jean-Pierre L. Conte and 3,333 of the shares to Robert Weltman. Both Mr. Conte
and Mr. Weltman currently serve on the Company's Board of directors. Genstar
assigned its right to purchase another 33,334 of these shares to certain other
individuals affiliated with Genstar. The Company also entered into a Securities
Purchase Agreement, effective as of August 9, 2000, with Russell D. Hays, former
President and Chief Executive Officer of the Company, pursuant to which Mr. Hays
agreed to purchase 40,000 shares of the Company's common stock at $15.00 per
share. The Company also entered into a Securities Purchase agreement, effective
as of August 9, 2000, pursuant to which George Uveges, former Chief Operating
Officer of the Company agreed to purchase 11,428 shares of the company's common
stock at $21.875 per share. The closing of each of these transactions occurred
on September 28, 2000. These transactions were exempt from registration under
Rule 506 of Regulation D of the Securities Act of 1933, and all of the
purchasers in these transactions are accredited investors as that term is
defined in Rule 501 of Regulation D.
In January 2000, the Company's Board of Directors approved the 2000 BioSource
International, Inc. non-qualified stock option plan (the "2000 Plan"). Under the
2000 Plan, non-qualified stock options may be granted to full-time employees,
part-time employees, directors and consultants of the Company to purchase a
maximum of 2,000,000 shares of the company's common stock. Options granted under
the 2000 Plan are generally exercisable at the rate of 25% each year beginning
one year from the date of grant. The stock options generally expire ten years
from the date of grant. See note 8 of the accompanying audited consolidated
financial statements.
14
EQUITY COMPENSATION PLAN INFORMATION - The following table sets forth certain
information regarding the Company's equity compensation plans as of December 31,
2002.
NUMBER OF SECURITIES WEIGHTED-AVERAGE NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE PRICE OF REMAINING AVAILABLE OR
EXERCISE OF OUTSTANDING FUTURE ISSUANCE UNDER
OUTSTANDING OPTIONS, OPTIONS, WARRANTS EQUITY COMPENSATION
WARRANTS AND RIGHTS AND RIGHTS PLANS
-------------------- ----------------- ----------------------
Equity compensation
plans approved by
security holders........ 677,484 $4.58 117,009
Equity compensation
plans not approved by
security holders........ 2,929,991 (1) $7.59 834,409
--------- ----- -------
Total................... 3,607,475 $7.03 951,418
========= ===== =======
- ----------
(1) Includes 1,287,000 warrants pursuant to a securities purchase agreement
dated January 10, 2000 with Genstar Capital Partners II L.P. and Stargen II
LLC.
In January 2000, the compensation committee of the Company's Board of Directors
approved the 2000 BioSource International, Inc. Non-Qualified Stock option Plan
(the "2000 Plan"). The 2000 Plan was not approved by shareholders of the
Company. Under the 2000 Plan, non-qualified stock options may be granted to
full-time employees, part-time employees, directors and consultants of the
Company to purchase a maximum of 2,000,000 shares of the company's common stock.
Options granted under the 2000 Plan vest and are generally exercisable at the
rate of 25% each year beginning one year from the date of grant. The stock
options generally expire ten years from the date of grant. Stock options
outstanding under the 2000 Plan as of December 31, 2002 were 1,642,991.
The Company also has stock option agreements that are outside the 2002 Plan and
the Company's 1993 Stock Option Plan. Those agreements are only for the purchase
of non-qualified stock options.
The Compensation Committee of our Board of Directors currently administers our
stock option plans.
DIVIDEND POLICY
BioSource has never paid cash dividends on its common stock and does not
currently anticipate that it will do so in the foreseeable future. The Company
plans to retain earnings to finance our operations.
ITEM 6. SELECTED FINANCIAL DATA
The selected data presented below under the captions "Consolidated Statement of
Operations Data" and "Consolidated Balance Sheet Data" for, and as of the end of
each of the years in the five-year period ended December 31, 2002, are derived
from the audited consolidated financial statements of the Company. The following
selected data should be read in conjunction with the Company's consolidated
financial statements and notes thereto, as well as the section included herein
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
15
YEARS ENDED DECEMBER 31,
------------------------------------------------------------
2002 2001 2000 1999 1998
------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net sales $40,055 $ 35,175 $ 32,210 $ 29,257 $ 21,859
Cost of sales 17,689 15,540 13,600 11,071 13,189
------- --------- --------- --------- ---------
Gross profit 22,366 19,635 18,610 18,186 8,670
Operating expenses:
Research and development 6,187 3,986 3,575 3,315 2,648
Sales and marketing 8,339 7,395 5,682 4,737 4,338
General and administrative 5,916 6,945 9,071 4,460 4,469
Purchased in-process technology -- -- -- -- 4,222
Amortization of intangibles 641 1,098 1,093 1,061 95
------- --------- --------- --------- ---------
Operating income (loss) 1,283 211 (811) 4,613 (7,102)
Interest and other income (expense), net 123 460 72 (1,016) 432
------- --------- --------- --------- ---------
Income (loss) before income tax expense
(benefit) 1,406 671 (739) 3,597 (6,670)
Income tax expense (benefit) 11 (70) (573) 20 (1,534)
------- --------- --------- --------- ---------
Income (loss) before redeemable preferred
stock dividend and beneficial conversion 1,395 741 (166) 3,577 (5,136)
Redeemable preferred stock dividend and
accretion of beneficial conversion feature -- -- (3,853) -- --
------- --------- --------- --------- ---------
Income (loss) before cumulative effect of
accounting change 1,395 741 (4,019) 3,577 (5,136)
Cumulative effect of accounting change (net
of applicable income taxes of $1,500) (2,447) -- -- -- --
------- --------- --------- --------- ---------
Net income (loss) available to common
shareholders $(1,052) $ 741 $ (4,019) $ 3,577 $ (5,136)
======= ========= ========= ========= =========
Net income (loss) per share:
Basic $ (0.10) $ 0.07 $ (0.47) $ 0.49 $ (0.68)
======= ========= ========= ========= =========
Diluted $ (0.11) $ 0.07 $ (0.47) $ 0.46 $ (0.68)
======= ========= ========= ========= =========
Shares used to compute per share amounts:
Basic 9,787 10,398 8,584 7,235 7,509
======= ========= ========= ========= =========
Diluted 10,189 10,965 8,584 7,833 7,509
======= ========= ========= ========= =========
AS OF DECEMBER 31,
-------------------------------------------------
2002 2001 2000 1999 1998
------- ------- ------- ------- -------
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET
DATA:
Current assets $23,389 $24,963 $26,420 $18,325 $18,278
Total assets 46,506 49,841 50,364 40,222 41,400
Current liabilities 6,793 5,963 6,318 7,340 10,039
Long term debt, less
current portion -- -- -- 11,459 13,666
Total stockholders' equity 39,713 43,878 44,046 21,422 17,696
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 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. The
Company has 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. The Company also manufactures 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. We believe we offer a unique
combination of technological, production, and research and development skills
resulting in a full spectrum of products and services for the worldwide
pharmaceutical and biotechnology industries.
BioSource was originally incorporated as a California corporation in October
1989, and was reincorporated as a Delaware corporation in May 1993 in connection
with the acquisition of TAGO Immunologicals, Inc., a manufacturer of
immunological reagents derived from antibodies produced in goats and other
animals. In November 1995, we acquired Keystone Laboratories, Inc., a
manufacturer of oligonucleotides. In June 1996, we acquired assets and assumed
selected liabilities of Medgenix Diagnostics, S.A. located in Fleurus, Belgium.
The Medgenix assets consisted of diagnostic and research assay kits, and
included manufacturing and distribution facilities, research and development
laboratories, customer accounts and an existing employee base. In December 1998,
BioSource acquired Quality Controlled Biochemicals, Inc., a manufacturer of
peptides and antibodies. In December 1998, we also acquired substantially all
the assets and selected liabilities of Biofluids, Inc., a manufacturer of serum,
buffers and media.
The Company currently manufactures products for inventory and ships products
shortly after receipt of orders and anticipates that it will continue to do so
in the future. Accordingly, the Company has not developed a significant backlog
of products and does not anticipate it will develop a material backlog of
products in the future.
The following discussion should be read in conjunction with our consolidated
financial statements provided under Part II, Item 8 of this annual report on
Form 10-K. Certain statements contained herein may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially, as discussed more
fully herein.
The forward-looking information set forth in this annual report on Form 10-K is
as of March 24, 2003, and the Company undertakes no duty to update this
information. Should events occur subsequent to March 24, 2003 that make it
necessary to update the forward-looking information contained in this Form 10-K,
the updated forward-looking information will be filed with the Securities and
Exchange Commission in a quarterly report on Form 10-Q or as an earnings release
included as an exhibit to a Form 8-K, each of which will be available at the
Securities and Exchange Commission's website at www.sec.gov. More information
about potential factors that could affect our business and financial results is
included in the section entitled "Risk Factors" beginning on page 26 of this
Form 10-K.
17
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, the Company evaluates its estimates. The
Company bases its 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 $6,418,000 in gross
trade accounts receivable and $261,000 in allowance for doubtful
accounts on the consolidated balance sheet at December 31, 2002. The
Company has procedures in place to adequately 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 done
timely and consistently throughout the year. As of December 31, 2002,
the Company believes its allowance for doubtful accounts is fairly
stated. The Company does have accounts receivable amounts from certain
customers as of December 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 2003.
INVENTORY ADJUSTMENTS. The Company reviews the components of our
inventory on a regular basis for excess, obsolete and impaired
inventory based on estimated future usage and sales. The manufacturing
process for antibodies has and may continue to produce quantities
substantially in excess of forecasted usage, if any, and anticipated
antibody sales volumes are highly uncertain and realization of
individual product cost may not occur. As a result, the Company
reserves its entire manufactured antibody inventory at 100% of its
value. As of December 31, 2002, the Company had $4,633,000 of
manufactured antibodies in its inventory and a reserve for these
antibodies totaling $4,633,000. The Company will continue to monitor
its antibody inventory and the continued need for a 100% reserve.
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
$10,683,000 in deferred income tax assets on its consolidated balance
sheet as of December 31, 2002. See note 10 to the consolidated
financial statements included in this Form 10-K for a listing of the
specific components. As of December 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 effect our tax expense and
our financial results.
The Company believes the following critical accounting policies affect our more
significant judgments and estimates used in preparation of our consolidated
financial statements.
REVENUE RECOGNITION. The Company's revenue is generated from the sale
of products primarily manufactured internally. The Company does have a
small amount of products that are sold on an outside equipment ("OEM")
basis. The Company sells standard and custom products directly to end
18
users and distributors and recognizes revenue upon transfer of title to
the customer, which occurs upon shipment. General sales and payment
terms to distributors are similar to those granted to end user
customers. Certain end user customers prepay for product and request
shipment of the product at future dates, primarily sera or media
products. The Company records deferred revenue until such time as a
product is shipped to a customer. Approximately 22% of the Company's
2002 net sales were to distributors. The Company's distribution
agreements do not provide a general right of return. The amount of the
Company's inventory held by distributors is not believed to be
substantial.
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. The Company believes that its 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, the Company has determined that its long-lived assets are not
impaired as of December 31, 2002 and 2001.
GOODWILL. In July 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards ("FAS")
No.141, "Accounting For Business Combinations," and FAS No. 142,
"Accounting For Goodwill and Other Intangible Assets." FAS No. 141
requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. FAS 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 FAS No. 142. The amortization of goodwill
and intangible assets was approximately $641,000, $1,098,000, and
$1,093,000, for fiscal years ended December 31, 2002, 2001, and 2000,
respectively. Effective January 1, 2002, the Company's goodwill and
other intangible assets are accounted for under FAS No. 141 "Business
Combinations" and FAS No. 142 "Goodwill and Other Intangible Assets."
The Company used the present value method for determining the fair
value of its reporting units. In the first quarter of 2002, 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. The charge
included the write off of all of the goodwill related to the
acquisition of Quality Controlled Biochemicals ("QCB") and Biofluids in
December 1998. In the third quarter of 2002, the Company received cash
proceeds of $800,000 in an arbitration settlement related to its 1998
acquisition of QCB. This recovery, shown net of legal fees and
applicable income taxes, totals $423,000 and is shown as a cumulative
effect of a change in accounting principle for the three months ended
September 30, 2002. The net impairment charge for goodwill resulting
from the adoption of FAS 142 for the year ended December 31, 2002 is
$2,447,000 and is shown in the accompanying condensed consolidated
statement of operations as a cumulative effect of an accounting change.
The Company reviewed its remaining goodwill for impairment in the third
quarter of 2002 and determined that the carrying value was not
impaired. Accordingly, the Company continues to carry the goodwill
related to its 1996 acquisition of certain assets and assumed
liabilities of Medgenix Diagnostics, SA, now BioSource Europe, S.A., a
wholly-owned subsidiary of the Company, on its Consolidated Balance
Sheets.
19
CONSOLIDATED RESULTS OF OPERATIONS
The selected data presented below under the caption "Consolidated Statement of
Operations Data Presented as a Percentage of Sales" for each of the years ended
December 31, 2002, 2001 and 2000 are derived from the audited consolidated
financial statements of the Company. The following selected data should be read
in conjunction with the Company's consolidated financial statements and notes
thereto, as well as the data and information included herein entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
CONSOLIDATED STATEMENT OF OPERATIONS DATA YEARS ENDED DECEMBER 31,
PRESENTED AS A PERCENTAGE OF SALES 2002 2001 2000
----- ----- -----
Net sales 100% 100% 100%
Cost of sales 44% 44% 42%
----- ----- -----
Gross profit 56% 56% 58%
Operating expenses:
Research and development 15% 11% 11%
Sales and marketing 21% 21% 18%
General and administrative 15% 20% 28%
Amortization of intangibles 2% 3% 3%
----- ----- -----
Total operating expenses 53% 55% 61%
----- ----- -----
Operating income (loss) 3% 1% -3%
Interest income 0% 1% 1%
Interest expense 0% 0% -1%
Other income, net 0% 0% 0%
----- ----- -----
Income (loss) before income tax (benefit) 4% 2% -3%
Income tax expense (benefit) 0% 0% -2%
----- ----- -----
Income (loss) before redeemable
preferred stock dividend and
beneficial conversion 3% 2% -1%
Redeemable preferred stock dividend and
accretion of beneficial conversion 0% 0% -12%
----- ----- ----
Income (loss) before cumulative
effect of accounting change 3% 0% -13%
Cumulative effect of accounting change -6% 0% 0%
----- ----- -----
Net income (loss) available to common
stockholders -3% 2% -13%
===== ===== =====
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
NET SALES. Net sales for the twelve months ended December 31, 2002 were
$40,055,000, an increase of $4,880,000, or 14%, (13% after eliminating the
$476,000 positive impact of foreign exchange) compared to net sales for the
twelve months ended December 31, 2001. North America sales, which represented
61% of consolidated net sales in 2002, grew $2,243,000 or 10% as compared to the
twelve months ended December 31, 2001. European sales, which represent 27% of
consolidated net sales in 2002, grew $2,090,000 or 24% (18% in local currency),
as compared to the comparable prior year period. Sales in Japan and the rest of
the world, representing 12% of consolidated net sales, increased 13% compared to
2001. North American sales grew 10% primarily due to an increase in sales of
assays, proteins, serum and media and signal transduction antibodies. European
sales grew 18% in local currency primarily due to assays, proteins, antibodies
and diagnostic products. Sales in Japan and the rest of the world grew 13%
primarily due to a full year distributor agreement in place with our Japanese
distributor and continued penetration of products into countries outside of
Europe and North America.
20
GROSS PROFIT. Gross profit for the year ended December 31, 2002 was $22,366,000,
resulting in a gross margin of 56%, compared to a gross profit of $19,635,000,
and a gross margin of 56% for the year ended December 31, 2001. The Company's
margins remained constant in part due to the continued investment in production
and planning related areas within the Company. The Company's 2002 consolidated
margin of 56% was impacted by lower oligonucleotides sales in 2002 compared to
2001. These lower sales resulted in excess fixed costs being charged directly to
cost of sales. The Company expects its consolidated margins to begin increasing
slightly in 2003.
RESEARCH AND DEVELOPMENT. Research and development expense for the twelve months
ended December 31, 2002 and 2001 were $6,187,000 and $3,986,000 and represented
15% and 11% of sales respectively. The increase in research and development
expenses for the twelve months ended December 31, 2002 when compared to the
comparable prior year period reflects the Company's investment in additional
personnel and materials in the cytokine and signal transduction research areas
with the goal of producing additional novel and proprietary products. The
Company incrementally hired 18 additional research and development personnel
during 2002 and more than doubled its core product introduction rate from 2001
to 2002. The company expects its R & D spending in 2003 to represent
approximately 16% of sales.
SALES AND MARKETING. Sales and marketing expenses were $8,339,000 for the twelve
months ended December 31, 2002 and $7,395,000 for the twelve months ended
December 31, 2001, representing 21% of sales for each of the years 2002 and
2001. In the twelve months ended December 31, 2002, the Company's sales and
marketing expenses in personnel and marketing programs increased $806,000 from
the comparable prior year period. During 2002, the Company incrementally hired 8
additional employees in sales and marketing, including people in our technical
service and sales departments.
GENERAL AND ADMINISTRATIVE. General and administrative expenses were $5,916,000
and $6,945,000 for the years ended December 31, 2002 and 2001, representing 15%
and 20% of sales for each of the years 2002 and 2001, respectively. This
represents a decrease of $1,029,000, or 15% in 2002 compared to 2001. Excluding
$1,406,000 of net general and administrative charges in 2001 that were related
to non-recurring employee and legal matters, the Company decreased its general
and administrative expenses, as a percentage of sales, from 16% for the year
ended December 31, 2001 to 15% for the year ended December 31, 2002. For 2003,
we project our general and administrative expenses, as a percentage of sales to
be approximately 14%.
AMORTIZATION OF INTANGIBLES. In July 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("FAS") No.
142, "Accounting For Goodwill and Other Intangible Assets." The amortization of
goodwill and intangible assets was approximately $641,000 and $1,098,000 for the
years ended December 31, 2002 and 2001, respectively. Effective January 1, 2002,
the Company's goodwill and other intangible assets are accounted for under FAS
No. 142 "Goodwill and Other Intangible Assets." See discussion in the cumulative
effect of accounting change section below.
INTEREST INCOME. Interest income was $113,000 in 2002 compared to $376,000 in
2001. This interest income was derived from the interest income on cash invested
in short-term securities. The decrease in interest income was the result of
lower cash amounts invested in short-term interest bearing accounts in 2002
compared to 2001 and lower average short-term interest rates in 2002 compared to
2001.
OTHER INCOME, NET. Other income, net was $10,000 in 2002 compared to $86,000 in
2001. The net other income in 2002 and 2001 consisted primarily from gains
realized on foreign currency transactions.
INCOME TAX EXPENSE (BENEFIT). The effective tax rate for the twelve months
ending December 31, 2002 and 2001 was 1% and (10%) respectively. The Company is
benefiting from R & D and other tax credits which when applied to income levels
for the periods presented is resulting in effective tax rates lower than the
current applicable federal and state statutory rates. In the fourth quarter of
2002, the Company elected to utilize the Extraterritorial Income Exclusion
("EIE") federal tax credit, which, along with other tax credits, reduced its
effective tax rate for 2002 to 1%. The Company expects its effective tax rate to
increase to approximately 22% to 26% in 2003.
21
CUMULATIVE EFFECT OF ACCOUNTING CHANGE. In July 2001, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("FAS") No.141, "Accounting For Business Combinations," and FAS No. 142,
"Accounting For Goodwill and Other Intangible Assets." FAS No. 141 requires that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. FAS 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 FAS No. 142. The
amortization of goodwill and intangible assets was approximately $641,000,
$1,098,000, and $1,093,000, for fiscal years ended December 31, 2002, 2001, and
2000, respectively. Effective January 1, 2002, the Company's goodwill and other
intangible assets are accounted for under FAS No. 141 "Business Combinations"
and FAS No. 142 "Goodwill and Other Intangible Assets." In the first quarter of
2002, 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. The charge included the
write off of all of the goodwill related to the acquisition of Quality
Controlled Biochemicals ("QCB") and Biofluids in December 1998. In the third
quarter of 2002, the Company received cash proceeds of $800,000 in an
arbitration settlement related to its 1998 acquisition of QCB. This recovery,
shown net of legal fees and applicable income taxes, totals $423,000 and is
shown as a cumulative effect of a change in accounting principle for the three
months ended September 30, 2002. The net impairment charge for goodwill
resulting from the adoption of FAS 142 for the year ended December 31, 2002 is
$2,447,000 and is shown in the accompanying condensed consolidated statement of
operations as a cumulative effect of an accounting change. The Company continues
to amortize the goodwill related to its 1996 acquisition of certain assets and
assumed liabilities of Medgenix Diagnostics, SA, now BioSource Europe, S.A., a
wholly-owned subsidiary of the Company.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 2000
NET SALES. Net sales were $35,175,000 in 2001 compared to $32,210,000 in 2000,
an increase of $2,965,000 or 9%. North American sales, which represented 63% of
consolidated net sales in 2001, grew $2,734,000 or 14% for the year, while
European sales, which represent 25% of consolidated net sales in 2001, increased
$662,000 or 8%. Sales from the rest of the world, representing 12% of total
consolidated net sales in 2001 decreased $431,000 or 9% over the prior year.
North American sales grew due to an increased number of sales personnel and
increased spending on marketing programs in 2001 compared to 2000 which resulted
in increased sales of oligonucleotides, proteins, peptides and products related
to signal transduction. In local currency, European sales in 2001 grew $933,000
or 11% compared to the prior year. European sales grew primarily due to
increased sales in assays and signal transduction products. Sales in the rest of
the world decreased from 2000 to 2001 due to the transition to a new major
distributor in the first quarter of 2001 and to a delayed renegotiation of a
distributor agreement in Japan.
GROSS PROFIT. Gross profit for the year ended December 31, 2001 was $19,635,000,
resulting in a gross margin of 56%, compared to a gross profit of $18,610,000,
and a gross margin of 58% for the year ended December 31, 2000. The decrease in
gross margin for the year ended December 31, 2001 was due in part to the
Company's relocation of its primary manufacturing and corporate headquarters in
May of 2000, moving from a previously owned 29,000 square foot building to a
leased 52,000 square foot building causing the 2001 gross margin to be affected
by a full year of higher on-going costs in the new facility compared to seven
months of higher on-going costs in 2000. Also, our serum and media gross margin,
which represented approximately 5% of our 2001 gross margin, was negatively
impacted by increased raw material costs due to a lower supply of certain
material in 2001 compared to 2000 which contributed to the lower gross margins
in 2001 compared to 2000. In addition, the product mix of sales in 2001 compared
to 2000 contributed to our gross margin reduction. Oligonucleotides, as a
percentage of total sales increased slightly from 2000 to 2001 and traditionally
had lower margins than assays, which represented the largest portion of our
sales and generated a higher margin. New oligonuceotide products are now being
discovered, manufactured and accepted by customers that produce higher margins
than traditional oligonuceotides.
RESEARCH AND DEVELOPMENT. Research and development expense for the year ended
December 31, 2001 was $3,986,000 compared to $3,575,000 for the year ended
December 31, 2000, an increase of $411,000 or 11%. As a percentage of net sales,
research and development expense was 11% for each of the years ended December
31, 2001 and 2000. The Company introduced over 300 new products in 2001 compared
to over 400 new products in 2000 and had 39 research scientists as of December
31, 2001 and 2000.
22
SALES AND MARKETING. Sales and marketing expense was $7,395,000 for the year
ended December 31, 2001 and $5,682,000 for the year ended December 31, 2000, an
increase of $1,713,000 or 30%. As a percentage of net sales, this represents 21%
and 18% of net sales for each of the years ended December 31, 2001 and 2000,
respectively. This increase was primarily attributable to $1,169,000 in
increased salary and related sales expenses, including commissions and travel
expenses, due to an increased number of salesmen and two new sales and marketing
executives hired in November 2000 and $330,000 of increased advertising and
promotional expenses.
GENERAL AND ADMINISTRATIVE. General and administrative expense was $6,945,000
and $9,071,000 for the years ended December 31, 2001 and 2000, respectively.
This represented a decrease of $2,126,000, or 23% in 2001 compared to 2000.
There were $4,256,000 of charges incurred in 2000 that were not incurred in 2001
including (i) a non-cash stock compensation charge of $946,000 related to the
hiring of a former Chief Executive Officer and Chief Operating Officer in
September 2000; (ii) $1.3 million of severance costs including the retirement of
the Company's previous Chief Executive and Chief Operating Officers; (iii)
$745,000 of professional fees related to abandoned acquisitions work and legal
cost related to an employee termination suit; (iv) $534,000 related to the
transition to a new senior management team; (v) $523,000 related to the
withdrawal of the Company's follow on stock offering; (vi) $120,000 increase in
the reserve for bad debt and allowances and (vii) a reserve of $88,000 for a
customer dispute. These charges were offset by charges totaling $2,006,000
incurred in 2001 that were not incurred in 2000 including $1,406,000 in legal
expenses related to an employee termination, $600,000 of charges primarily
related to an employee termination and relocation and recruiting fees. The
$1,406,000 of legal expenses described above includes a $275,000 charge for
payment related to the settlement of the litigation in January 2002. SG&A
expenses before the $4,256,000 in charges described above occurring in 2000 and
the $2,006,000 of charges described above occurring in 2001 were $124,000
higher, or 3% for the twelve months ended December 31, 2001 as compared to 2000.
AMORTIZATION OF INTANGIBLES. Amortization of intangible assets was $1,098,000 in
2001 and $1,093,000 in 2000. These amounts represented amortization of
intangible assets acquired primarily in connection with the acquisitions of QCB
and Biofluids in December 1998. On January 1, 2002, the company adopted SFAS No.
141 "Accounting for Business Combinations" and SFAS No. 142 "Accounting for
Goodwill and Other Intangible Assets." The impairment charge for goodwill or
intangible assets deemed to have an indefinite useful life resulting from the
adoption of SFAS 142 would be non-operational in nature and reflected as a
cumulative effect of an accounting change net of the related tax impact in the
period in which SFAS is adopted. The adoption of SFAS 142 will also result in
amortization of intangible assets no longer being amortized over a specific
period of time, but evaluated on a periodic basis and adjusted for any
impairment, when appropriate.
INTEREST INCOME. Interest income was $376,000 in 2001 compared to $266,000 in
2000. This interest income was derived from the interest income on cash invested
in short-term securities.
INTEREST EXPENSE. Interest expense was $2,000 in 2001 and $302,000 in 2000.
Interest expense in 2000 was related to the interest expense on the notes used
to finance the acquisition of QCB and Biofluids in December 1998. These notes
were paid in full in May 2000.
OTHER INCOME AND (EXPENSE) NET. Other income, net was $86,000 in 2001 compared
to $108,000 in 2000. The net other income in 2001 and 2000 consisted primarily
from gains realized on foreign currency transactions.
INCOME TAX BENEFIT. Income tax benefit was $70,000 in 2001 and $573,000 in 2000.
The income tax benefits in 2001 and 2000 were the result of tax benefits from
research and experimentation and other permanent tax credits..
REDEEMABLE PREFERRED STOCK DIVIDEND AND ACCRETION OF BENEFICIAL CONVERSION. With
the conversion of preferred stock into common stock in September of 2000, the
Company incurred a $3,853,000 charge for non-cash preferred stock dividends and
accretion related to a beneficial conversion feature for the year ended December
31, 2000. The Company did not incur any similar charge in 2001 and does not
expect any similar charges in 2002 or subsequent years.
23
QUARTERLY RESULTS
The following table sets forth various unaudited statement of operations data
for the last eight quarters, which has been prepared on the same basis as the
annual information and, in management's opinion, includes all adjustments
necessary to present fairly the information for each of the quarters below.
Dec. 31, Sept. 30, June 30, March 31, Dec. 31, Sept. 30, June 30, March 31,
2002 2002 2002 2002 2001 2001 2001 2001
-------- -------- -------- -------- -------- -------- -------- --------
(in thousands)
Net Sales ..................... $ 9,881 $ 10,101 $ 10,292 $ 9,781 $ 9,171 $ 8,587 $ 8,760 $ 8,657
Cost of goods sold ............ 4,580 4,365 4,548 4,196 4,143 3,761 3,678 3,958
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit .................. 5,301 5,736 5,744 5,585 5,028 4,826 5,082 4,699
Research and development ...... 1,825 1,557 1,512 1,293 1,056 1,051 925 954
Sales and marketing ........... 2,100 1,961 2,013 2,266 1,843 1,806 1,824 1,922
General and administrative .... 1,590 1,394 1,471 1,460 2,028 1,751 1,360 1,807
Amortization of intangibles ... 160 160 160 160 274 275 275 275
-------- -------- -------- -------- -------- -------- -------- --------
Income (loss) from operations . (374) 664 588 406 (173) (57) 699 (258)
Interest income, net ......... 31 21 20 40 45 85 107 137
Other income (expense), net ... 19 (8) (31) 30 39 (28) 26 49
-------- -------- -------- -------- -------- -------- -------- --------
Income (loss) before income
taxes (benefit) ............ (324) 677 577 476 (89) -- 832 (72)
Income tax expense (benefit) .. (370) 149 127 105 (40) (266) 258 (22)
-------- -------- -------- -------- -------- -------- -------- --------
Income (loss) before cumulative
effect of accounting change 46 528 450 371 (49) 266 574 (50)
Cumulative effect of change in
accounting change .......... -- 423 -- (2,870) -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------
Net income (loss) available to
common shareholders ........ $ 46 $ 951 $ 450 $ (2,499) $ (49) $ 266 $ 574 $ (50)
======== ======== ======== ======== ======== ======== ======== ========
Net income (loss) per diluted
share ...................... $ (0.00) $ 0.090 $ 0.04 $ (0.23) $ (0.00) $ 0.02 $ 0.05 $ (0.00)
======== ======== ======== ======== ======== ======== ======== ========
Diluted shares used to compute
per share amounts .......... 10,052 10,029 10,101 10,727 10,931 10,868 10,964 11,374
======== ======== ======== ======== ======== ======== ======== ========
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents as of December 31, 2002 of $5,941,000 decreased by
$3,530,000, or 37%, from $9,471,000 at December 31, 2001. The decrease in cash
was due primarily to $3,749,000 provided by operating activities offset by
$3,481,000 and $4,320,000 used in investing and financing activities,
respectively.
Net cash of $3,749,000 was provided by operating activities in 2002. Working
capital, which is the excess of current assets over current liabilities was
$16,596,000 at December 31, 2002 as compared to $19,000,000 at December 31, 2001
representing a decrease of $2,404,000 or 13%. The $3,749,000 of cash provided
from operations was derived primarily from $1,395,000 of income before
redeemable preferred stock dividend and beneficial conversion and $2,404,000
from the change in working capital from December 31, 2002 and December 31, 2001.
Net cash used in investing activities in 2002 was $3,481,000 and was entirely
related to capital expenditures, which were primarily for the purchase of
laboratory and manufacturing equipment. The Company anticipates capital spending
in 2003 to be at lower levels then incurred in 2002.
24
Net cash used in financing activities in 2002 was $4,320,000 of which $291,000
was provided from the exercise of employee stock options and $4,611,000 was used
in the repurchase of the Company's common stock pursuant to a stock repurchase
program effective October 30, 2001. The repurchase program allows for spending
up to $5,000,000 on the repurchase of the Company's common stock. In July of
2002, the Board approved an additional $5,000,000 in spending for the repurchase
program, bringing the total spending limit to $10,000,000. Through March 7,
2003, the Company had spent a total $5,800,000 and may continue to repurchase
its common stock until the $10,000,000 limit is used.
On February 15, 2000, the Company issued 371,300 shares of $0.001 par value
Series B Redeemable Preferred Stock and received net proceeds of $8,415,200.
These funds were used to reduce the Company's notes payable related to the
acquisitions of QCB and Biofluids in December 1998.
On September 18, 2000, two former executives of the Company invested a total of
$850,000 in the Company, acquiring 51,400 shares of common stock. Additionally,
on September 18, 2000, a major shareholder invested an additional $4,468,700,
net of expenses, into the Company acquiring 300,000 shares of common stock.
In the year ended December 31, 2002, the Company received $291,000 from the
issuance of common stock related to the exercise of stock options.
The Company has never paid dividends on common stock and has no plans to do so
in fiscal 2003. Our earnings will be retained for reinvestment in the business.
The Company has entered into various leases involving facility properties,
copiers and automobiles. Lease expense for 2003 will be approximately
$1,340,000.
At December 31, 2002, total future minimum payments under all of the Company's
leases are as follows (in thousands):
2002........................................ $ 1,340
2003........................................ 1,260
2004........................................ 1,064
2005........................................ 810
2006........................................ 484
Thereafter.................................. 36
---------
$ 4,994
=========
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. As of March 1, 2003, the Company does
not have a line of credit. However, the Company 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.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The adoption of SFAS No. 143 does not have a
material impact on the financial position or results of operations.
In January 2003, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others." FIN No. 45 requires a company
to recognize a liability for the obligations it has undertaken to issue a
guarantee. This liability would be recorded at the inception of the guarantee
and would be measured at fair value. The measurement provisions of this
statement apply prospectively to guarantees issued or modified after December
31, 2002. The disclosure
25
provisions of the statement apply to financial statements for periods ending
after December 15, 2002. The adoption of FIN No. 45 does not have a material
impact on the financial position or results of operations.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities." FIN 46 requires a company to consolidate variable interest entity if
it is designated as the primary beneficiary of that entity even if the company
does not have a majority voting interest. A variable interest entity is
generally defined as an entity where its equity is unable to finance its
activities or when the owners of the entity lack the risk and rewards of
ownership. The provisions of this statement apply at inception for any entity
created after January 31, 2003. For an entity created before February 1, 2003,
the provisions of this interpretation must be applied at the beginning of the
first interim or annual period beginning after June 15, 2003. The Company
believes that the adoption of FIN No. 46 will not have a material impact on the
financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
disclosure requirements apply to all companies for fiscal years ending after
December 15, 2002. The interim disclosure provisions are effective for financial
reports containing financial statements for interim periods beginning after
December 15, 2002. The adoption of SFAS No. 148 did not have a material impact
on the Company's consolidated financial statements.
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.Risks Related to Our Business
FAILURE TO MANAGE OUR GROWTH AND EXPANSION COULD IMPAIR OUR BUSINESS.
The Company historically has 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
26
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.
The Company competes 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 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. We rely on the timely transport of raw
materials. Any disruption in transportation systems could have an adverse impact
on our ability to manufacture and supply products.
27
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 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.
28
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.
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.
29
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 AIR TRANSPORT TO SHIP PRODUCTS TO OUR CUSTOMERS
Any disruption in standard air transport systems could have an adverse effect on
our business.
WE RELY ON INTERNATIONAL SALES, WHICH ARE SUBJECT TO ADDITIONAL RISKS.
International sales accounted for approximately 41% of our revenues in 2002, 40%
of our revenues in 2001, and 42% of our revenues in 2000. 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;adverse economic or political changes;
o unexpected changes in regulatory requirements;
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.
o Impairment of the ability to transport goods internationally.
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
30
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 27% of our sales are made in foreign currencies,
primarily Euros and British pounds. A significant portion of the foreign
currencies in which we conduct our business is currently denominated in Euros.
The Company is 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 and political 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 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
31
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 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.
32
As of March 1, 2003, 60 of our 296 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.
Our competitors have in the past and may in the future compete by lowering
prices. Our failure to anticipate and respond to price competition could reduce
our revenues and profits, and may damage our market share.
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.
33
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;
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
34
1, 1998 through March 18, 2003 and from $5.83 to $6.95 per share from January 1,
2003 through March 18, 2003. For additional information regarding the price
range of our common stock, see "Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters."
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 34.0% of our outstanding common stock, based upon
the beneficial ownership of our common stock as of March 10, 2003. 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.
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 34.0% of our outstanding common stock, based upon the beneficial
ownership of our common stock as of March 10, 2003. 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
35
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We conduct business in various foreign currencies, including Euros and British
pounds, 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 dates that they are converted. We are also
subject to exchange rate exposures arising from the translation and
consolidation of the financial results of our foreign subsidiaries. Although a
significant portion of the foreign currencies in which we conduct our business
is currently, or is anticipated in the future to be, denominated in Euros as a
result of the European Monetary Union, we are not certain about the effect of
the Euro on our business, financial condition or results of operations. We do
not currently hedge either our translation risk or our economic risk associated
with the exchange of foreign currencies into U.S. dollars. There can be no
assurances that future changes in currency exchange rates will not have a
material impact on our future cash collections and operating results.
Our exposure to market risks for changes in interest rates relates primarily to
outstanding commercial debt. Due to the recent paydown of our commercial debt,
we anticipate no material market risk exposure for changes in interest rates.
Accordingly, we have not included quantitative tabular disclosures.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page
----
Independent Auditors' Report.............................................. F-2
Consolidated Balance Sheets at December 31, 2002
and December 31, 2001..................................................... F-3
Consolidated Statements of Operations for the years
ended December 31, 2002, 2001 and 2000.................................... F-4
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) for the years ended
December 31, 2002, 2001 and 2000.......................................... F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 2002, 2001 and 2000.................................... F-6
Notes to Consolidated Financial Statements as of
December 31, 2002 and 2001 and for the years ended
December 31, 2002, 2001 and 2000 ......................................... F-7
Financial Statement Schedule--Valuation and
Qualifying Account ....................................................... F-24
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
36
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information with respect to our directors,
executive officers and key employees as of March 18, 2003:
NAME AGE POSITION
- ---- --- --------
Leonard M. Hendrickson 55 President and Chief Executive
Officer, Director
Charles C. Best 43 Chief Financial Officer,
Executive Vice President, Finance
Kevin J. Reagan, Ph.D. 51 Vice President, Immunology
Jozef Vangenechten, Ph.D. 48 General Manager, BioSource
Europe, S.A
Rocco R. Raduazo 43 Vice President of Sales
Valerie Bressler-Hill 38 Vice President of Marketing
Jean-Pierre L. Conte* 39 Director
David J. Moffa, Ph.D.* ** 60 Director
John R. Overturf, Jr.** 42 Director
Robert D. Weist** 63 Director
Robert J. Weltman 37 Director
John L. Zabriskie, Ph.D.* 63 Director
- ----------
* Member of the Compensation Committee.
** Member of the Audit Committee.
Leonard M. Hendrickson became president and Chief Executive Officer on October
15, 2001. He has been a director of BioSource since October 1993. Prior to his
position with the Company, Mr. Hendrickson was President of Isotope Products
Laboratories from February 1992 to October 2001. From February 1990 to January
1992, Mr. Hendrickson served as the principal consultant for Microchemics, a
marketing and business development consulting firm that he founded. Mr.
Hendrickson holds a Bachelor of Science degree from the University of
Pennsylvania and a Masters in Business Administration from American University
in Washington, D.C.
Charles C. Best joined BioSource in December 1999 as Chief Financial Officer.
Prior to his employment at BioSource, Mr. Best served four and a half years as
Vice President and Chief Financial Officer of Cogent Light Technologies, Inc., a
company engaged in the manufacture of surgical lighting instruments. From 1989
to 1995, Mr. Best worked in various positions including Corporate Controller for
3D Systems, Inc., a company engaged
37
in the manufacture and sale of high tech rapid prototyping equipment. Mr. Best
is a CPA and holds a Bachelor of Science degree in Business Administration and
Accounting from San Diego State University.
Kevin J. Reagan, Ph.D. became Vice President, Immunology in December 1996. From
1991 to December 1996, Dr. Reagan served as the first Director of Development
Laboratories and then Vice President, Laboratory Operations at Specialty
Laboratories, Inc., a clinical reference lab. From 1990 to 1991, Dr. Reagan was
the Associate Director of AIDS/Hepatitis R&D at Ortho Diagnostics, Inc., a
Johnson & Johnson Company. Dr. Reagan received his Bachelor of Arts in
Biological Sciences from the University of Delaware. Dr. Reagan received both
his Masters and Ph.D. degrees in Microbiology and Immunology from Hahnemann
Medical College.
Jozef Vangenechten, Ph.D. became Managing Director of BioSource Europe, S.A. in
February 1998. From 1988 to February 1998, Dr. Vangenechten worked for Societe
Generale de Surveillance, n.v., an international provider of environmental
compliance services, most recently as Managing Director of SGS's EcoCare
Environmental Services division.
Rocco R. Raduazo joined BioSource in December 2002 as Vice President of Sales.
From 1996 up to his employment at BioSource, Mr. Raduazo served in a number of
positions at BD Biosciences Clontech including Vice President of Sales. BD
Biosciences Clontech is a company engaged in the manufacture of genomic based
products. From 1990 to 1995, Mr. Raduazo worked in various positions at Life
Technologies, Inc., a company engaged in the manufacture and sale of biological
reagents. Mr. Raduazo holds a Bachelor of Science degree in Biochemsitry from
the University of New Hampshire, performed various graduate work at Ohio State
University and holds an MBA in Finance from the American University.
Valerie Bressler-Hill, Ph.D. became Vice President, Marketing in January 2000,
having served as Director of Marketing since 1999. From 1994 to 1998, Dr.
Bressler-Hill served in the Research and Development group of the Company as a
scientist and Associate Director. Dr. Bressler-Hill received her Ph.D. degree in
Physical Chemistry from University of California at Santa Barbara.
Jean-Pierre L. Conte has served as a director of BioSource since February 2000.
Mr. Conte is a Managing Director of Genstar Capital LLC, which is the sole
general partner of Genstar Capital Partners II, L.P., a private equity limited
partnership and a Managing Director of Genstar Capital, L.P. which is the sole
general partner of Genstar Capital Partners III L.P. Prior to joining Genstar in
1995, he was a principal for six years at the NTC Group, Inc., a private equity
investment firm. He is a director of several private companies. Mr. Conte earned
a Masters of Business Administration from Harvard University Graduate School of
Business and a Bachelor of Arts from Colgate University. Mr. Conte has been
appointed to the Board of Directors pursuant to an investor rights agreement
among Genstar, Stargen and the Company, which is described under "Item 13.
Certain Relationships and Related Transactions."
David J. Moffa, Ph.D. has been a director of BioSource since April 1995. Dr.
Moffa serves as the Regional Director and as special projects director for Lab
Corporation of America, Inc. located in Fairmont, West Virginia, positions he
has held since 1982 and 1984, respectively, and as director of LabCorp in
Pittsburgh Pennsylvania, a position held since 1985. Dr. Moffa also serves as an
advisor and consultant to various diagnostic, scientific and health care
facilities, and is an owner and developer of GM Realty and Moffa Properties. Dr.
Moffa also serves on a number of committees and boards of directors of various
privately held companies and governmental offices, including BB&T, Inc. Dr.
Moffa has completed a post doctoral fellowship in Clinical Biochemistry at the
West Virginia University National Institutes of Health, holds a Ph.D. in Medical
Biochemistry from the West Virginia School of Medicine, a Masters of Science
degree in Biochemistry from West Virginia University and a Bachelor of Arts
degree in Pre-Medicine from West Virginia University.
John R. Overturf, Jr. has been a director of BioSource since September 1993. Mr.
Overturf serves as the President of R.O.I., Inc., a private investment company,
a position he has held since July 1993. He also serves as President of the
Combined Penny Stock Fund, Inc., a closed-end stock market fund, a position he
has held since August 1996. From September 1993 until September 1996, Mr.
Overturf served as Vice President of the Rockies Fund, Inc., a closed-end stock
market fund. Mr. Overturf holds a Bachelor of Science degree in Finance from the
University of Northern Colorado.
38
Robert D. Weist has been a director of BioSource since April 1996. Mr. Weist has
been President of Weist Associates, a management consulting firm, since April
1992. From January 1986 through April 1992, Mr. Weist was a consultant to and
Senior Vice President, Administration, General Counsel and Secretary of Amgen,
Inc., having served as Vice President, General Counsel and Secretary from March
1982 through January 1986. Mr. Weist holds a Juris Doctor degree from New York
University and a Masters in Business Administration from the University of
Chicago.
Robert J. Weltman has served as a director of BioSource since February 2000. He
is currently a Managing Director of Genstar Capital, LP, the sole general
partner of Genstar Capital Partners II, L.P., a private equity limited
partnership. Mr. Weltman joined Genstar in August 1995. Prior to joining
Genstar, from July 1993 to July 1995, Mr. Weltman was an Associate with
Robertson, Stephens & Company, an investment banking firm. Mr. Weltman holds an
AB degree in chemistry from Princeton University. Mr. Weltman has been appointed
to the Board of Directors pursuant to an investor rights agreement among
Genstar, Stargen and the Company, which is described under "Item 13. Certain
Relationships and Related Transactions."
John L. Zabriskie, Ph.D., is Co-founder and has served as Director of Puretech
Ventures, a venture creation company since 2001. From 1997 to 2000 Dr. Zabriskie
was Chairman and Chief Executive Officer of NEN Life Science Products, Inc., a
leading supplier of kits for labeling and detection of DNA. From 1995 to 1997,
Dr. Zabriskie was President and Chief Executive Officer of Pharmacia and Upjohn,
Inc., a Fortune 500 pharmaceutical company formed by the merger of Pharmacia AB
of Sweden and the Upjohn Company of Kalamazoo, Michigan. From 1965 until joining
Upjohn in 1994, Dr. Zabriskie was employed by Merck and Co., Inc. He began his
career at Merck as a chemist in 1965 and held various positions including
President of Merck Sharp & Dohme and Executive Vice President of Merck and Co.,
Inc. He has served on a number of boards for health care and academic
institutions and currently serves on the Board of Directors of Kellogg Co.,
Cubist Pharmaceutical, Inc., Biomira, Inc., Array BioPharma, and MacroChem Corp.
Dr. Zabriskie received his A.B. degree in chemistry from Dartmouth College
(N.H.) in 1961 and his Ph.D. in organic chemistry from the University of
Rochester (N.Y.) in 1965.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, requires our executive
officers, directors, and persons who own more than ten percent of a registered
class of our equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Executive
officers, directors and greater-than-ten percent stockholders are required by
SEC regulations to furnish us with all Section 16(a) forms they file. Based
solely on our review of the copies of the forms received by us and written
representations from certain reporting persons that they have complied with the
relevant filing requirements, we believe that, during the year ended December
31, 2002, all our executive officers, directors and greater-than-ten percent
stockholders complied with all Section 16(a) filing requirements, except for the
following; Robert D. Weist filed two late Form 4s, each reporting late one
transaction that occurred in November 2002 and December 2002, respectively; and
each of John R. Overturf, Jr., David J. Moffa, Jean-Pierre L. Conte, and Robert
J. Weltman filed one late Form 4, each reporting late one transaction that
occurred for each in December 2002.
39
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, as to the Chief Executive Officer and as to each
of the other four most highly compensated officers whose compensation exceeded
$100,000 during the last fiscal year (the "Named Executive Officers"),
information concerning all compensation paid for services to us in all
capacities for each of the three years ended December 31 indicated below.
SUMMARY COMPENSATION TABLE
------------------------------------- -----------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------- -----------------------
OTHER NUMBER OF
YEAR ENDED ANNUAL SECURITIES ALL OTHER
NAME AND DECEMBER COMPEN- UNDERLYING COMPEN-
PRINCIPAL POSITION (1) 31, SALARY BONUS SATION OPTIONS SATION
- -------------------------------- ---- ---------- --------- --------- ------- ---------
Leonard M. Hendrickson.......... 2002 $250,000 $99,650 $ 1,548(4) 0
Chief Executive Officer and 2001 49,000(2) 90,000(3) 173(4) 280,000
President
David Thrower................... 2002 $124,506(5) $ 0 $14,053(6) 0
Senior Vice President, 2001 200,000 23,000 324(4) 110,000
Sales and Marketing 2000 28,750(5) 8,750 27(4) 235,000 $13,224(7)
Charles C. Best................. 2002 $166,400 $59,023 324(4) 0
Chief Financial Officer 2001 160,000 23,500 325(4) 87,500
and Executive Vice President 2000 142,200 22,500 489(4) 20,000
- ----------
(1) For a description of employment agreements between certain executive
officers and the Company, see "Employment Agreements with Executive
Officers" below.
(2) Mr. Hendrickson joined the Company on October 15, 2001. (3) Mr.
Hendrickson received a signing bonus on October 15, 2001 (4) Consists of
group life insurance premiums paid by the Company.
(5) Mr. Thrower joined the Company on November 1, 2000 and resigned from the
Company on July 26, 2002. (6) Consists of $13,685 of accrued vacation
paid by the Company upon termination and $188 for a group life insurance
premium paid by the Company.
(7) Relocation expenses.
40
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding the grant of stock
options made during the fiscal year ended December 31, 2002 to the Named
Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF PERCENT OF AVG.
SECURITIES TOTAL OPTIONS EXERCISE POTENTIAL REALIZABLE VALUE
UNDERLYING GRANTED TO OF BASE OF ASSUMED ANNUAL RATES OF
OPTIONS EMPLOYEES IN PRICE EXPIRATION STOCK PRICE APPRECIATION
NAME GRANTED(1) FISCAL YEAR(2) ($/SH.)(3) DATE FOR OPTION TERM (1)
- ------------------------ ---------- -------------- ---------- ---------- -------------------------
5%($) 10%($)
----- ------
Leonard M. Hendrickson... 0 0% -- -- $ 0 $ 0
David Thrower............ 0 0% -- -- $ 0 $ 0
Charles C. Best.......... 0 0% -- -- $ 0 $ 0
- ----------
(1) Options granted in 2002 vest over various periods. The options were granted
for a term of 10 years.
(2) Options covering an aggregate of 388,300 shares were granted to employees
of the Company and its subsidiary during the year ended December 31, 2002.
(3) The exercise price and the tax withholding obligations related to exercise
may be paid by delivery of already owned shares held a minimum of six
months, subject to certain conditions.
OPTION EXERCISES AND STOCK OPTIONS HELD AT FISCAL YEAR END
The following table sets forth, for those Named Executive Officers who held
stock options at fiscal year end, certain information regarding options
exercised in fiscal year 2002, the number of shares of common stock underlying
stock options held and the value of options held at fiscal year end based upon
the last reported sales price of the common stock on the NASDAQ market on
December 31, 2002 ($5.99 per share).
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
SHARES NUMBER OF SECURITIES
ACQUIRED UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ON VALUE OPTIONS AT IN-THE-MONEY OPTIONS AT
NAME EXERCISE REALIZED DECEMBER 31, 2001 DECEMBER 31, 2001
- ------------------------ -------- -------- ----------------- -----------------
(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--- --- ----------- ------------- ----------- -------------
Leonard M. Hendrickson.. -- -- 140,666 198,334 $191,163 $198,334
Charles C. Best......... -- -- 62,124 71,786 48,450 7,500
- ----------
COMPENSATION OF DIRECTORS
Our non-employee corporate directors currently are paid $2,000 for each board
meeting attended, and $1,000 per year for service on a board committee. We also
pay out of pocket expenses incurred by our directors in connection with their
attendance. In addition, non-employee directors, excluding Dr. Zabriskie, have
received an annual grant of 4,000 non-statutory stock options, exercisable at
the fair market value of our common stock on the date of grant, and which fully
vest on the date of grant. Dr. Zabriskie, who was appointed as a board member in
July 2002, received a grant of 55,000 stock options on July 17, 2002 of which
20,000 vested immediately and 50% of the remaining 35,000 shares vest annually
over the next two year period.
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
We have entered into an employment agreement with Leonard M. Hendrickson to
serve as our President and Chief Executive Officer, effective as of October 15,
2001. Pursuant to this agreement Mr. Hendrickson receives an annual base salary
of $250,000, which we may increase, at the Board's sole discretion, at the end
of each year of his employment. In addition to the base salary to be paid to Mr.
Hendrickson, the Company paid Mr.
41
Hendrickson a one time signing bonus in the amount of $90,000, upon commencement
of his employment. In addition, Mr. Hendrickson is eligible to receive an annual
bonus under the Company's management incentive plan. The agreement terminates on
December 31, 2004. In the event that Mr. Hendrickson's employment is terminated
without cause or due to a "change of control" during the term of the agreement,
the Company is obligated to continue to pay Mr. Hendrickson's then-current base
salary for a period of 12 months following the effective date of such
termination. Also, in certain instances involving a "change of control," all
stock options which have been granted to Mr. Hendrickson that are unvested at
the time of such change of control become immediately vested and exercisable.
According to our agreement with Mr. Hendrickson, a "change of control" includes
any event pursuant to which (i) any person or entity (or group of related
persons or entities acting in concert) shall acquire shares of capital stock of
the Company entitled to exercise 35% or more of the total voting power
represented by all shares of capital stock of the Company then outstanding; or
(ii) the Company sells or otherwise transfers all or substantially all of its
assets or merges, consolidates or reorganizes with any other corporation or
entity, resulting in less than 75% of the total voting power represented by the
capital stock or other equity interests of the corporation or entity to which
the Company's assets are sold or transferred or surviving such merger,
consolidation or reorganization being held by the persons and entities who were
holders of common stock of the Company immediately prior to such event; or (iii)
the Company issues, otherwise than on a pro rata basis, additional shares of
capital stock representing (after giving effect to such issuance) more than 35%
of the total voting power of the Company; or (iv) the persons who were the
directors of the Company as of October 15, 2001 cease to comprise a majority of
the Board of Directors of the Company.
Effective as of December 17, 1999, Charles C. Best, our Chief Financial Officer,
entered into a separation agreement with us. In the event we experience a
"change of control," and the employment of Mr. Best is terminated within one
year of the "change of control," we are obligated to continue to pay Mr. Best
his then-current base salary for a period of 12 months following the effective
date of such termination. For purposes of Mr. Best's separation agreement, a
"change of control" includes (i) the acquisition by any person or entity of
shares of our capital stock entitled to exercise 35% or more of the total voting
power of our stockholders, (ii) the sale or transfer by us of all or
substantially all of our assets or a merger, consolidation or reorganization
with any other corporation or entity, which results in less than 75% of the
total voting power represented by the capital stock or other equity interests of
the corporation or entity to which our assets are sold or transferred or
surviving such merger, consolidation or reorganization being held by the persons
and entities who were holders of our common stock immediately prior to such
agreement, (iii) the issuance by us, otherwise than on a pro rata basis, of
additional shares of capital stock representing (after giving effect to such
issuance) more than 35% of the total voting power of our stockholders, or (iv)
the persons who were our directors as of the date of the separation agreement
ceasing to comprise a majority of our Board of Directors.
Effective May 18, 2001, David Thrower, our Senior Vice President of Sales and
Marketing, entered into a separation agreement with us. In the event the Company
terminates Mr. Thrower's employment with the Company other than for cause at any
time (i) during the later of (A) 12 months from the date of his separation
agreement, and (B) Nine months from the appointment of a new Chief Executive
Officer by the Board, or (ii) within six months following a "change of control",
we are required to pay Mr. Thrower his then-current base salary for a period of
12 months following the effective date of such termination. In addition, if the
employment of Mr. Thrower is terminated within six months of a "change of
control" all stock options which have been granted to Mr. Thrower that are
unvested at the time of such change of control shall become immediately vested
and exercisable. According our agreement with Mr. Thrower, a "change of control"
is defined as the acquisition by any person or entity unaffiliated with Genstar
Capital LLC of capital stock representing at least 40% of the total fully
diluted shares of the Company. Mr. Thrower resigned from the company in July
2002 and was not eligible to receive any additional compensation under his
employment agreement.
STOCK OPTION PLANS
We adopted a Stock Option Plan (the "1993 Plan") in 1993. The purpose of the
1993 Plan is to attract, retain and motivate certain of our key employees by
giving them incentives which are linked directly to increases in the value of
our common stock. Each of our officers, directors and employees and under
certain circumstances, our consultants are eligible to be considered for the
grant of awards under the 1993 Plan. The maximum number of shares of common
stock that may be issued pursuant to awards granted under the 1993 Plan is
2,000,000, subject
42
to certain adjustments to prevent dilution. Any shares of common stock subject
to an award, which for any reason expires or terminates unexercised are again
available for issuance under the 1993 Plan.
The 1993 Plan authorizes the Compensation Committee to enter into any type of
arrangement with an eligible employee that, by its terms, involves or might
involve the issuance of (1) shares of our common stock, (2) an option, warrant,
convertible security, stock appreciation right or similar right with an exercise
or conversion privilege at a price related to our common stock, or (3) any other
security or benefit with a value derived from the value of our common stock. Any
stock option granted may be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or a
nonqualified stock option.
As of March 5, 2003, the Board had granted options under the 1993 Plan covering
an aggregate of 2,000,000 shares of common stock to certain of our directors,
officers and employees, of which options to purchase 677,484 shares were
outstanding.
In January 2000, our Board of Directors approved the 2000 BioSource
International, Inc. non-qualified stock option plan (the "2000 Plan"). Under the
2000 Plan, non-qualified stock options may be granted to full-time employees,
part-time employees, directors and consultants of the Company to purchase a
maximum of 2,000,000 shares of the company's common stock. Options granted under
the 2000 Plan are generally exercisable at the rate of 25% each year beginning
one year from the date of grant. The stock options generally expire ten years
from the date of grant. As of March 5, 2003, the Board had granted options under
the 2000 Plan covering an aggregate of 2,000,000 shares of common stock to
certain of our directors, officers and employees, of which 1,165,591 options to
purchase shares were outstanding.
The Compensation Committee of our Board of Directors currently administers our
stock option plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER TRADING PARTICIPATION
Compensation Committee currently consists of Messrs. Zabriskie, Moffa and Conte.
The Compensation Committee is responsible for considering and making
recommendations to the Board of Directors regarding executive compensation and
is responsible for administrating our stock option and executive incentive
compensation plans. None of the members of the compensation committee is a
current officer or employee of the Company. None of our executive officers or
Directors served as a member of the board of directors of any other entity of
which an executive officer or Director served on our Board of Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth as of March 18, 2003 certain information relating
to the ownership of our common stock by (i) each person known by us to be the
beneficial owner of more than five percent of the outstanding shares of our
common stock, (ii) each of our directors, (iii) each of our executive officers,
and (iv) all of our executive officers and directors as a group. Except as may
be indicated in the footnotes to the table and subject to applicable community
property laws, each such person has the sole voting and investment power with
respect to the shares owned. Unless otherwise indicated, the address of each
person listed is in care of BioSource International, Inc., 542 Flynn Road,
Camarillo, California 93012, and the address of Messrs. Conte, Weltman and
Genstar Capital LLC is Four Embarcadero Center, Suite 1900, San Francisco,
California 94111.
43
Number of Shares
of Common Stock
Beneficially
Name and Address Owned (1) Percent (1,2)
---------------- ---------------- -------------
Genstar Capital LLC (3)................... 3,444,856 31.5%
Jean-Pierre L. Conte (3).................. 3,396,189 31.1%
Kennedy Capital Management, Inc. (4)...... 759,428 7.9%
Dimensional Funds Advisors Inc. (5)....... 595,300 6.2%
Royce & Associates LLC (6)................ 580,000 6.0%
Bricoleur Capital Management LLC (7)...... 493,510 5.1%
Leonard M. Hendrickson (8)................ 221,832 2.3%
John L. Zabriskie, Ph.D. (9).............. 70,000 *
David J. Moffa, Ph.D. (10)................ 43,900 *
John R. Overturf, Jr. (11)................ 29,600 *
Robert D. Weist (12)...................... 44,000 *
Robert J. Weltman (13).................... 15,333 *
Charles C. Best (14)...................... 76,446 *
All of the directors and executive
officers as a group (nine persons) (15) 3,825,700 34.4%
- ----------
* Less than one percent.
(1) Under Rule 13d-3, certain shares may be deemed to be beneficially owned
by more than one person (if, for example, persons share the power to vote
or the power to dispose of the shares). In addition, shares are deemed to
be beneficially owned by a person if the person has the right to acquire
the shares (for example, upon exercise of an option) within 60 days of
the date as of which the information is provided. In computing the
percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person
(and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in
this table does not necessarily reflect the person's actual ownership or
voting power with respect to the number of shares of common stock
actually outstanding at March 21, 2000.
(2) Percentage ownership is based on 9,608,005 shares of common stock
outstanding as of March 18, 2003. (3) Genstar Capital Partners II, L.P.
holds 2,032,809 shares of common stock and 1,262,542 shares of
common stock issuable upon exercise of warrants and Stargen II LLC holds
34,380 shares of common stock and 24,458 shares of common stock issuable
upon exercise of warrants, all of which are currently convertible or
exercisable. Includes 12,000 stock options held by Mr. Conte and 12,000
stock options held by Mr. Weltman. In addition, Mr. Conte holds 30,000
shares of common stock, Richard F. Hoskins holds 16,667 shares of common
stock, Mr. Weltman holds 3,333 shares of common stock, and Richard D.
Paterson holds 16,667 shares of common stock. Genstar Capital LLC is the
general partner of Genstar Capital Partners II, L.P. Mr. Conte, Mr.
Hoskins and Mr. Paterson are the managers and managing directors of
Genstar Capital LLC and are members of Stargen, and Mr. Paterson is the
Administrative Member of Stargen. In such capacities Messrs. Conte,
Hoskins and Paterson may be deemed to beneficially own shares of common
stock beneficially held by Genstar Capital Partners and Stargen, but
disclaim such beneficial ownership, except to the extent of their
economic interest in these shares. Messrs. Conte, Hoskins, Paterson,
Genstar Capital LLC, Genstar Capital Partners II, L.P. and Stargen II LLC
may be deemed to be acting as a group in relation to their respective
holdings in BioSource but do not affirm the existence of any such group.
(4) As disclosed in the Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2003 by Kennedy Capital Management, Inc.
(5) As disclosed in the Schedule 13G filed with the Securities and Exchange
Commission on February 3, 2003 by Dimensional Fund Advisors, Inc.
(6) As disclosed in the Schedule 13G filed with the Securities and Exchange
Commission on February 3, 2003 by Royce & Associates LLC.
(7) As disclosed in the Schedule 13G filed with the Securities and Exchange
Commission on February12, 2003 by Bricoleur Capital Management LLC.
44
(8) Includes (i) 169,832 shares of common stock reserved for issuance upon
exercise of stock options that are currently exercisable or are
exercisable within 60 days of March 18, 2003; (ii) 40,000 shares of
common stock owned; (iii) 4,000 shares of common stock held of record by
two of Mr. Hendrickson's minor children; and (iv) 8,000 shares of common
stock held in the Microchemics Simplified Employee Pension Plan.
(9) Includes (i)55,000 shares of common stock reserved for issuance upon
exercise of stock options that are currently exercisable or are
exercisable within 60 days of March 18, 2003; and (ii) 15,000 shares of
common stock owned.
(10) Includes (i) 36,500 shares of common stock reserved for issuance upon
exercise of stock options that are currently exercisable or are
exercisable within 60 days of March 18, 2003; (ii) 550 shares of common
stock held solely by Dr. Moffa's spouse; (iii) 4,000 shares of common
stock held jointly with Dr. Moffa's spouse; and (iv) 2,850 shares of
common stock held directly.
(11) Includes (i) 24,000 shares of common stock reserved for issuance upon
exercise of stock options that are currently exercisable or are
exercisable within 60 days of March 18, 2003; and (ii) 5,600 shares of
common stock owned.
(12) Includes 44,000 shares of common stock reserved for issuance upon
exercise of stock options that are currently exercisable or are
exercisable within 60 days of March 18, 2003.
(13) Includes (i) 3,333 shares of common stock held directly; (ii) 12,000
shares of common stock reserved for issuance upon exercise of stock
options that are currently exercisable or are exercisable within 60 days
of March 18, 2003. Mr. Weltman is also a Principal of Genstar Capital LP
and a member, but not a managing member, of Stargen II LLC. Mr. Weltman
does not have power to vote or dispose of, or to direct the voting or
disposition of, any securities beneficially owned by Genstar Capital LLC
or Stargen II LLC. Mr. Weltman disclaims that he beneficially owns any
shares of common stock beneficially owned by Genstar Capital LLC or
Stargen II LLC, except to the extent of his economic interest in shares
owned by Genstar Capital LLC or Stargen II LLC.
(14) Includes 76,446 shares of common stock reserved for issuance upon
exercise of stock options that are currently exercisable or are
exercisable within 60 days of March 18, 2003.
(15) Includes (i) 386,778 shares of common stock reserved for issuance upon
exercise of stock options that are currently exercisable or are
exercisable within 60 days of March 18, 2003; (ii) 1,287,000 shares of
common stock reserved for issuance upon the exercise of warrants and
(iii) includes 2,151,922 shares of common stock owned.
EQUITY PLAN COMPENSATION INFORMATION
The Equity Plan Compensation Information identified in Part II, Item 5 above is
incorporated into this Part III, Item 12 by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 10, 2000, we entered into a securities purchase agreement with
Genstar Capital Partners II, L.P. and Stargen II LLC. Pursuant to this
agreement, we sold Genstar and Stargen a total of 371,300 shares, including
364,244 to Genstar and 7,056 to Stargen, of our Series B Preferred Stock for
$9,000,312 in the aggregate. These shares were initially convertible into
1,485,200 shares, including 1,456,976 for Genstar and 28,224 for Stargen, of our
common stock. In addition, we issued to Genstar and Stargen warrants to purchase
a total of 1,287,000 shares of our common stock, including 1,262,542 to Genstar
and 24,458 to Stargen, exercisable at $7.77 per share. Under the investor rights
agreement among Genstar, Stargen and us, executed in connection with the
securities purchase agreement, Genstar and Stargen also have the right to
appoint two out of our seven directors to our Board of Directors as long as they
beneficially own, in the aggregate, at least 750,000 shares of common stock, or
one director if they beneficially own at least 495,000 shares. Pursuant to the
investor rights agreement, we appointed Jean-Pierre L. Conte, a Managing
Director of Genstar Capital LLC, and Robert J. Weltman, a Vice President of
Genstar Capital LLC, to our Board of Directors. Genstar and Stargen also have
the right of first refusal to purchase additional shares and the right to
require us to register their shares of our common stock underlying the preferred
stock and the warrants. The consummation of the securities purchase agreement,
including the issuance of the shares of Series B Preferred Stock and the
warrants, occurred on February 15, 2000. Pursuant to the securities purchase
agreement, we paid a $270,009 transaction fee to Genstar Capital LLC and
45
reimbursed all of the fees and expenses of approximately $195,426, incurred by
Genstar Capital Partners and its affiliates in connection with the securities
purchase agreement.
On September 20, 2000, pursuant to the terms of the Certificate of Designation
of Preferences, Rights and Limitations of our Series B Preferred, all issued and
outstanding shares of Series B Preferred Stock were automatically converted into
an aggregate of 1,556,574 shares of common stock, including 1,526,922 shares of
common stock issued to Genstar and 29,652 shares of common stock issued to
Stargen.
We entered into a Securities Purchase Agreement, effective as of August 9, 2000,
with Genstar Capital Partners II, L.P. Genstar agreed to purchase from us
300,000 shares of our common stock at $15.00 per share. Genstar subsequently
assigned its right to purchase 30,000 of these shares to Jean-Pierre L. Conte
and 3,333 of the shares to Robert Weltman. Both Mr. Conte and Mr. Weltman
currently serve on our Board of Directors. Genstar assigned its right to
purchase an additional 33,334 of these shares to certain other individuals
affiliated with Genstar. We also entered into a Securities Purchase Agreement,
effective as of August 9, 2000, with Russell D. Hays, former President, and
Chief Executive Officer of the Company pursuant to which Mr. Hays agreed to
purchase 40,000 shares of the our common stock at $15.00 per share. We also
entered into a Securities Purchase Agreement, effective as of September 5, 2000,
with George Uveges, former Chief Operating Officer of the Company pursuant to
which Mr. Uveges agreed to purchase 11,428 shares of the our common stock at
$21.875 per share. The closing of each of these transactions occurred on
September 28, 2000.
ITEM 14. CONTROLS AND PROCEDURES
Within 90 days prior to the filing of this report, members of the Company's
management, including the Company's President and Chief Executive Officer, Len
Hendrickson, and Chief Financial Officer, Charles Best, evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
Mr. Hendrickson and Mr. Best believe that, as of the date of the evaluation, the
Company's disclosure controls and procedures are effective in making known to
them material information relating to the Company (including its consolidated
subsidiaries) required to be included in this report.
Disclosure controls and procedures, no matter how well designed and implemented,
can provide only reasonable assurance of achieving an entity's disclosure
objectives. The likelihood of achieving such objectives is affected by
limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as simple errors or
mistakes or intentional circumvention of the established process.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these internal controls, known to Mr.
Hendrickson or Mr. Best, after the date of the most recent evaluation.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) The financial statements listed below are included as part of this
report:
Independent Auditors' Report
Consolidated Balance Sheets at December 31, 2002 and 2001
Consolidated Statements of Operations for the Years ended December 31, 2002,
2001, and 2000
Consolidated Statements of Stockholders' Equity and Comprehensive Income
(Loss) for the Years ended December 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows for the Years ended December 31, 2002,
2001, and 2000
Notes to Consolidated Financial Statements
46
(a)(2) The following schedule supporting the financial statements of the
Company is included herein:
Financial Statement Schedule--Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable, not required
or because the required information is included in the consolidated financial
statements or notes thereto.
(a)(3) Exhibits
See Exhibit Index immediately following signature page.
(b) Reports on Form 8-K:
Current Report on Form 8-K dated October 21, 2002, reporting Item 5 and
filed with the Securities and Exchange Commission on October 22, 2002.
47
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.
BioSource International, Inc
Date: March 27, 2003 By: /s/ Charles C. Best
--------------------------------
Charles C. Best
Chief Financial Officer
Date: March 27, 2003 By: /s/ Leonard M. Hendrickson
--------------------------------
Leonard M. Hendrickson
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Leonard
Hendrickson and Charles Best, and each of them, as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name, place and stead, in any and all capacities, to sign any or
all amendments to this Annual Report on Form 10-K and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
date indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/S/ LEONARD M. HENDRICKSON President, Chief Executive March 27, 2002
- ------------------------------ Officer and Director
Leonard M. Hendrickson
/S/ DAVID J. MOFFA, PH.D. Director March 27, 2003
- ------------------------------
David J. Moffa, Ph.D.
/S/ JOHN R. OVERTURF, JR. Director March 27, 2003
- ------------------------------
John R. Overturf, Jr.
/S/ ROBERT D. WEIST Director March 27, 2003
- ------------------------------
Robert D. Weist
/S/ JEAN-PIERRE L. CONTE Director March 27, 2003
- ------------------------------
Jean-Pierre L. Conte
/S/ ROBERT J. WELTMAN Director March 27, 2003
- ------------------------------
Robert J. Weltman
/S/ JOHN L. ZABRISKIE PH. D. Director March 27, 2003
- ------------------------------
John L. Zabriskie Ph.D
48
Certification of CEO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Leonard M. Hendrickson certify that:
1. I have reviewed this annual report on Form 10-K for the year ended
December 31, 2002;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003 /s/ Leonard M. Hendrickson
--------------------------
Leonard M. Hendrickson
President and
Chief Executive Officer
49
Certification of CFO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Charles C. Best certify that:
1. I have reviewed this annual report on Form 10-K for the year ended
December 31, 2002;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: March 27, 2003 /s/ CHARLES C. BEST
--------------------------------
Charles C. Best
Executive Vice President and
Chief Financial Officer
50
EXHIBIT INDEX
FOR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------
3.1 Certificate of Incorporation of Registrant (1)
3.2 Bylaws of Registrant (1)
4.1 Specimen Stock Certificate of Common Stock of Registrant (1)
4.2 Certificate of Designation of Series A Preferred Stock (9)
4.3 Certificate of Designation of Series B Preferred Stock (11)
4.4 Rights Agreement, dated as of February 25, 1999, between
Registrant and U.S. Stock Transfer and Trust Corporation, as
Rights Agent (9)
4.5 Amendment to Rights Agreement, dated as of January 10, 2000,
between Registrant and U.S. Stock Transfer and Trust
Corporation (13)
4.6 Second Amendment to Rights Agreement, dated September 28,
2000, between Registrant and U.S. Stock Transfer and Trust
Corporation (13)
4.7 Form of Right Certificate (9)
4.8 Summary of Share Purchase Rights (9)
4.9 Investor Rights Agreement dated February 15, 2000, by and
among Registrant, Genstar Partners II, L.P. and Stargen II LLC
(12)
4.10 Amendment to Investor Rights Agreement dated September 18,
2000, among Registrant, Genstar Capital Partners II, L.P.,
Stargen II LLC, Russell D. Hays and George Uveges (13)
4.11 Second Amendment to Investor Rights Agreement, dated September
28, 2000, among Registrant, Genstar Capital Partners II, L.P.,
Stargen II LLC, Russell D. Hays, George Uveges, Jean-Pierre
Conte, Richard Hoskins, Richard Paterson and Robert Weltman
(13)
4.12 Warrant to Purchase Common Stock of Registrant issued to
Genstar Capital Partners II, L.P. on February 15, 2000 (12)
4.13 Warrant to Purchase Common Stock of Registrant issued to
Stargen II LLC on February 15, 2000 (12)
10.1 Registrant's 1993 Stock Incentive Plan (4)
10.2 Licensing Agreement dated May 1, 1990, by and between TAGO,
Inc., as licensee, and St. Jude's Children's Hospital, as
licenser (1)
10.3 License Agreement dated February 14, 1991, by and between
Registrant and Schering Corporation (1)
10.4 License Agreement dated October 1, 1993, by and between
Registrant, as licensee, and Schering Corporation, as licensor
(2)
51
EXHIBIT INDEX
FOR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002, CONTINUED
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------
10.5 Separation and Consulting Agreement between Registrant and
James H. Chamberlain dated September 19, 2000 (15)
10.6 License Agreement dated February 7, 1994, by and between
Registrant, as licensee and Fundacio Clinic (4)
10.7 Form of Indemnification Agreement for Directors and Executive
Officers (6)
10.8 List of Indemnities relating to Form of Indemnification
Agreement previously filed as Exhibit 10 (16)
10.9 Registrant's Employee Stock Purchase Plan (7)
10.10 Securities Purchase Agreement dated January 10, 2000, by and
among Registrant, Genstar Capital Partners II, L. P. and
Stargen II LLC (15)
10.11 Securities Purchase Agreement, effective as of August 9, 2000,
between the Registrant and Genstar Capital Partners II, L.P.
(13)
10.12 Amendment to Securities Purchase Agreement, dated as of
September 28, 2000, among the Registrant, Genstar Capital
Partners II, L.P., Jean-Pierre Conte, Richard Hoskins, Richard
Paterson and Robert Weltman (13)
10.13 Securities Purchase Agreement, effective as of August 9, 2000,
between the Registrant and Russell D. Hays (13)
10.14 Securities Purchase Agreement, effective as of September 5,
2000, between the Registrant and George Uveges (13)
10.15 Letter agreement regarding employment, dated August 2, 2000,
between Registrant and Russell D. Hays (15)
10.16 Amendment to letter agreement regarding employment, dated
September 18, 2000, between Registrant and Russell D. Hays
(15)
10.17 Letter agreement regarding employment, dated August 18, 2000
between Registrant and George Uveges (15)
10.18 Amendment to letter agreement regarding employment, dated
September 18, 2000, between Registrant and George Uveges (15)
10.19 Registrant's 2000 Non-Qualified Stock Option Plan (14)
10.20 Lease Agreement for 542 Flynn Road, dated March 7, 2000,
between Registrant and Lincoln Ventura Technology Center (15)
10.21 Executive Employment Agreement between Registrant and Leonard
M. Hendrickson, dated September 24, 2001 (16)
52
EXHIBIT INDEX
FOR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002, CONTINUED
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------
21 Subsidiaries of the Company:
STATE/COUNTRY OF
NAME INCORPORATION
---- -------------
Keystone Laboratories, Inc.................California
BioSource V.I. FSC., LTD...................U.S. Virgin Islands
BioSource Europe S.A.......................Belgium
BioSource B.V..............................Holland
BioSource GmbH.............................Germany
BioSource U.K., Ltd........................U.K.
Quality Controlled Biochemicals, Inc.......Massachusetts
Javelle, Inc...............................Massachusetts
23.1 Consent of KPMG LLP, Independent Public Accountants
99.1 Certificate of our Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
- ----------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-4 as filed with the Securities and Exchange Commission on October 22,
1992, as amended.
(2) Incorporated by reference to the Company's Form 10KSB for the year ended
December 31, 1992.
(3) Incorporated by reference to the Company's Form 10KSB for the year ended
December 31, 1993.
(4) Incorporated by reference to the Company's Form 10KSB for the year ended
December 31, 1994.
(5) Incorporated by reference to the Company's Form 10KSB for the year ended
December 31, 1995.
(6) Incorporated by reference to the Company's Registration Statement on Form
SB-2 (SEC No. 333-3336) as filed with the Securities and Exchange
Commission on May 31, 1996, as amended.
(7) Incorporated by reference to the Company's Registration Statement on Form
S-8 (SEC No. 33-91838) as filed with the Securities and Exchange Commission
on May 4, 1995.
(8) Incorporated by reference to the Company's Current Report on Form 8-K/A
filed with the Securities and Exchange Commission on February 19, 1999.
(9) Incorporated by reference to the Company's Current Report on Form 8-A filed
with the Securities and Exchange Commission on March 1, 1999.
(10) Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 1998.
(11) Incorporated by reference to the Company's Registration Statement on Form
S-3 as filed with the Securities and Exchange Commission on March 16, 2000.
(12) Incorporated by reference to Amendment No. 1 to the Company's Registration
Statement on Form S-3 as filed with the Securities and Exchange Commission
on March 22, 2000.
(13) Incorporated by reference to the Company's Current Report on Form 8-K as
filed with the Securities and Exchange Commission on October 26, 2000, and
as amended on October 31, 2000.
(14) Incorporated by reference to the Company's definitive proxy statement as
filed with the Securities and Exchange Commission on May 16, 2000.
(15) Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2000.
(16) Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2001.
53
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
PAGE
----
Independent Auditors' Report............................................. F-2
Consolidated Balance Sheets at December 31, 2002 and
December 31, 2001........................................................ F-3
Consolidated Statements of Operations for the years
ended December 31, 2002, 2001 and 2000................................... F-4
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) for the years ended
December 31, 2002, 2001 and 2000......................................... F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 2002, 2001 and 2000................................... F-6
Notes to Consolidated Financial Statements as of
December 31, 2002 and 2001 and for the years
ended December 31, 2002, 2001 and 2000 .................................. F-7
Financial Statement Schedule--Valuation and Qualifying Accounts.......... F-24
F-1
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
BioSource International, Inc.:
We have audited the consolidated financial statements of BioSource
International, Inc. and subsidiaries as listed in the accompanying index. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of BioSource
International, Inc. and subsidiaries as of December 31, 2002 and 2001 and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
As explained in Note 1 to the financial statements, effective January 1, 2002,
the Company changed its method of accounting for the impairment of goodwill and
other intangibles.
/S/ KPMG LLP
Los Angeles, California
February 14, 2003
F-2
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except for per share data)
DECEMBER 31,
2002 2001
-------- --------
ASSETS
Current assets:
Cash and cash equivalents ....................... $ 5,941 $ 9,471
Accounts receivable, less allowance for
doubtful accounts of $261 at December
31, 2002 and 2001 ............................. 6,157 6,184
Inventories, net (note 2) ....................... 8,880 7,184
Prepaid expenses and other current assets ....... 538 540
Deferred income taxes (note 9) .................. 1,873 1,584
-------- --------
Total current assets ...................... 23,389 24,963
Property and equipment, net (note 3) ............... 7,398 5,408
Intangible assets net of accumulated
amortization of $2,502 at December 31,
2002 and $1,861 at December 31, 2001
(notes 1 and 4).................................. 6,076 6,717
Goodwill, net of accumulated amortization of
$1,517 at December 31, 2001 (notes 1 and 4) ..... 307 4,936
Other assets ....................................... 526 491
Deferred tax assets (note 9) ...................... 8,810 7,326
-------- --------
$ 46,506 $ 49,841
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................ $ 3,115 $ 2,416
Accrued expenses ................................ 2,910 2,707
Deferred revenue ................................ 427 404
Income tax payable .............................. 341 436
-------- --------
Total current liabilities ................. 6,793 5,963
Commitments and contingencies (note 12)
Stockholders' equity:
Common stock, $.001 par value. Authorized
20,000,000 shares: issued and outstanding
9,676,931 shares at December 30, 2002;
issued 10,449,817 shares and outstanding
10,353,817 shares at December 31, 2001 .......... 10 10
Additional paid-in capital ......................... 44,500 48,761
Accumulated deficit ................................ (3,382) (2,330)
Accumulated other comprehensive loss ............... (1,415) (2,563)
-------- --------
Net stockholders' equity .................. 39,713 43,878
-------- --------
$ 46,506 $ 49,841
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Amounts in thousands, except per share data)
2002 2001 2000
-------- -------- --------
Net sales ............................... $ 40,055 $ 35,175 $ 32,210
Cost of sales ........................... 17,689 15,540 13,600
-------- -------- --------
Gross profit ......................... 22,366 19,635 18,610
Operating expenses:
Research and development ............. 6,187 3,986 3,575
Sales and marketing .................. 8,339 7,395 5,682
General and administrative ........... 5,916 6,945 9,071
Amortization of intangibles .......... 641 1,098 1,093
-------- -------- --------
Total operating expenses ........... 21,083 19,424 19,421
-------- -------- --------
Operating income (loss) ................. 1,283 211 (811)
Interest income ......................... 113 376 266
Interest expense ........................ 0 (2) (302)
Other income, net ....................... 10 86 108
-------- -------- --------
Income (loss) before income tax
expense (benefit) .................... 1,406 671 (739)
Income tax expense (benefit) ............ 11 (70) (573)
-------- -------- --------
Income (loss) before redeemable
preferred stock dividend and
beneficial conversion ............ 1,395 741 (166)
Redeemable preferred stock dividend
and accretion of beneficial
conversion ........................... -- -- (3,853)
-------- -------- --------
Income (loss) before cumulative
effect of accounting change ...... 1,395 741 (4,019)
Cumulative effect of accounting
change (net of applicable income
taxes of $1,500) ..................... (2,447) -- --
-------- -------- --------
Net income (loss) available to
common stockholders .................. $ (1,052) 741 (4,019)
======== ======== ========
Income (loss) per share before
accounting change:
Basic ................................ $ 0.14 0.07 (0.47)
======== ======== ========
Diluted .............................. $ 0.14 0.07 (0.47)
======== ======== ========
Net income (loss) per share:
Basic ................................ $ (0.11) 0.07 (0.47)
======== ======== ========
Diluted .............................. $ (0.10) 0.07 (0.47)
======== ======== ========
Shares used to compute per share
amounts:
Basic ................................ 9,787 10,398 8,584
======== ======== ========
Diluted .............................. 10,189 10,965 8,584
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Amounts in thousands)
Retained Compre-
Common stock Additional earnings Accumulated Net hensive
Number of paid-in (accumulated comprehen- stockholders' income
Shares Amount capital deficit) sive loss equity (loss)
--------------------------------------------------------------------------------------
Balance at December 31, 1999 7,426 $ 7 $22,026 $ 948 $ (1,559) $21,422
Stock compensation 946 946
Issuance of common stock 351 -- 5,318 -- -- 5,318
Exercise of stock options 827 1 2,952 -- -- 2,953
Exercise of Warrants 165 0 750 -- -- 750
Sale of treasury stock 1 -- 8 -- -- 8
Conversion of preferred stock 1,557 2 9,431 -- -- 9,433
Issuance of warrants and beneficial
conversion feature of redeemable
preferred stock 2,836 -- -- 2,836
Accretion of the redeemable preferred
stock to its redemption value (3,853) -- (3,853)
Income tax benefit from exercise of
stock options -- -- 5,037 -- -- 5,037
Net loss -- -- -- (166) (166) $ (166)
Foreign currency translation adjustments -- -- -- -- (638) (638) (638)
-------
Total comprehensive loss -- $ (804)
------------------------------------------------------------------------- =======
Balance at December 31, 2000 10,327 $ 10 $49,304 $(3,071) $ (2,197) $44,046
-------------------------------------------------------------------------
Exercise of stock options 123 0 308 -- -- 308
Purchase of treasury stock (96) (668) -- -- (668)
Stock option compensation charge -- (388) -- -- (388)
Income tax benefit from exercise of stock
options -- 205 -- -- 205
Net income 741 741 $ 741
Foreign currency translation adjustments -- -- -- (366) (366) (366)
-------
Total comprehensive income -- $ 375
------------------------------------------------------------------------- =======
Balance at December 31, 2001 10,354 $ 10 $48,761 $(2,330) $ (2,563) $43,878
-----------------------------------------------------------------------
Exercise of stock options 105 -- 291 -- -- 291
Purchase of treasury stock (782) -- (4,608) -- -- (4,608)
Income tax benefit from exercise of stock --
options -- 56 -- -- 56
Net loss (1,052) (1,052) $(1,052)
Foreign currency translation adjustments -- -- -- 1,148 1,148 1,148
-------
Total comprehensive income -- $ 96
------------------------------------------------------------------------- =======
Balance at December 31, 2002 9,677 $ 10 $44,500 $(3,382) $ (1,415) $39,713
-------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Amounts in thousands)
2002 2001 2000
------- ------- -------
Cash flows from operating activities:
Net income (loss) ....................... $(1,052) 741 (166)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization ...... 2,324 2,431 2,156
Loss on sale of property and
equipment ....................... -- -- 99
Stock compensation ................. -- (388) 946
Write-down of inventory ............ -- -- 424
Income tax benefit from the
exercise of stock options ....... 56 205 5,037
Cumulative effect of accounting
change .......................... 4,629 -- --
Changes in assets and liabilities
Accounts receivable ................ 505 (753) (610)
Inventories ........................ (1,011) (654) (1,145)
Prepaid expenses and other
current assets .................. 9 716 (684)
Deferred income taxes .............. (1,774) (31) (4,813)
Other assets ....................... (35) 245 340
Accounts payable ................... 522 (748) 1,229
Accrued expenses ................... (63) 12 872
Deferred income .................... 23 90 (55)
Income taxes payable ............... (384) 199 (207)
------- ------- -------
Net cash provided by operating
activities .................... 3,749 2,065 3,423
------- ------- -------
Cash flows from investing activities:
Purchase of property and equipment ...... (3,481) (2,559) (2,152)
Proceeds from sales of property and
equipment ............................ -- -- 1,926
------- ------- -------
Net cash used in investing
activities ...................... (3,481) (2,559) (226)
------- ------- -------
Cash flows from financing activities:
Proceeds from the exercise of options ... 291 308 2,953
Proceeds from the exercise of warrants .. -- -- 750
Proceeds from the issuance of common
stock ................................ -- -- 5,319
Proceeds from the issuance of redeemable
preferred stock and warrants ......... -- -- 8,415
Repayments to bank ...................... -- -- (14,364)
Payments to acquire treasury stock ...... (4,608) (668) --
------- ------- -------
Net cash provided from (used in)
financing activities ............ (4,317) (360) 3,073
------- ------- -------
Net increase (decrease) in cash
and cash equivalents ............ (4,049) (854) 6,270
Effect of exchange rates on cash and cash
equivalents ................................ 519 (308) (282)
Cash and cash equivalents at beginning of
year ....................................... 9,471 10,633 4,645
------- ------- -------
Cash and cash equivalents at end of year ...... $ 5,941 9,471 10,633
======= ======= =======
Supplemental disclosure of cash flow
information: Cash paid during the
year for:
Interest ........................... $ 44 2 345
======= ======= =======
Income taxes ....................... $ -- -- 439
======= ======= =======
Supplemental disclosure of non-cash
information:
Preferred stock accretion .......... $ -- -- 3,853
======= ======= =======
In 2000, the conversion of redeemable preferred stock to common stock totaled
$9,433.
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001, AND 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
BioSource International, Inc. and subsidiaries (BioSource or the Company),
develops, manufactures, markets and distributes products used worldwide in
disease related biomedical research and clinical diagnostics, principally in the
fields of immunology and molecular biology. Our products include ELISA assay
test kits, clinical diagnostic kits, bioactive proteins, antibodies, bioactive
peptides, oligonucleotides and related products. These products enable
scientists to better understand the biochemistry, immunology and cell biology of
the human body. Some examples would include certain diseases such as cancer,
aging, arthritis and other inflammatory diseases, AIDS and certain other
infectious diseases.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of BioSource
International, Inc. and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all cash balances and highly liquid
investments with original maturities of three months or less.
FINANCIAL INSTRUMENTS
The carrying value of financial instruments such as cash and cash equivalents,
trade receivables, and payables approximates their fair value at December 31,
2002 and 2001 due to the short-term nature of these instruments.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market (net
realizable value) for raw materials and work in process and the average-cost
method for finished goods.
DEPRECIATION AND AMORTIZATION
Property and equipment are stated at cost. Depreciation and amortization of
property and equipment and goodwill is provided using the straight-line method
over the estimated useful lives of the related assets which generally range from
three to fifteen years. Leasehold improvements are amortized using the
straight-line method over their estimated useful lives or the lease term,
whichever is shorter.
GOODWILL AND INTANGIBLE ASSETS
In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("FAS") No.141, "Accounting For Business
Combinations," and FAS No. 142, "Accounting For Goodwill and Other Intangible
Assets." FAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. FAS 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
FAS No. 142. The amortization of goodwill and intangible assets was
approximately $641,000, $1,098,000, and $1,093,000, for fiscal years ended
December 31, 2002, 2001, and 2000, respectively. Effective January 1, 2002, the
Company's goodwill and other intangible assets are accounted for under FAS No.
141 "Business Combinations" and FAS No. 142 "Goodwill and Other Intangible
Assets." The Company used the present value method for determining the fair
value of its reporting units. In the first quarter of 2002, the Company
recognized a non-cash charge, net of applicable income taxes, of $2,870,000
F-7
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001, AND 2000
representing the cumulative effect of a change in accounting principle resulting
from the implementation of FAS 142. The charge included the write off of all of
the goodwill related to the acquisition of Quality Controlled Biochemicals
("QCB") and Biofluids in December 1998. In the third quarter of 2002, the
Company received cash proceeds of $800,000 in an arbitration settlement related
to its 1998 acquisition of QCB. This recovery, shown net of legal fees and
applicable income taxes, totals $423,000 and is shown as a cumulative effect of
a change in accounting principle for the three months ended September 30, 2002.
The net impairment charge for goodwill resulting from the adoption of FAS 142
for the year ended December 31, 2002 is $2,447,000 and is shown in the
accompanying condensed consolidated statement of operations as a cumulative
effect of an accounting change.
Prior to 2002, the Company accounted for its intangible assets under FAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." Under FAS 121, Long-Lived assets and intangible
assets are required to be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company reviewed for impairment by comparing the carrying
amount of the asset to future cash flows expected to be generated by the asset.
The Company reviewed its remaining goodwill for impairment in the third quarter
of 2002 using FAS No. 142 and determined that the carrying value was not
impaired. Accordingly, the Company continues to carry the goodwill related to
its 1996 acquisition of certain assets and assumed liabilities of Medgenix
Diagnostics, SA, now BioSource Europe, S.A., a wholly-owned subsidiary of the
Company on its Consolidated Balance Sheets.
ADVERTISING, MARKETING AND PROMOTION COSTS
Advertising, marketing and promotion costs are expensed as incurred. These costs
charged to operations for the years ended 2002, 2001 and 2000 were $2,922,000,
$2,489,000, and $2,261,000, respectively.
LICENSE AGREEMENTS
License agreements primarily for the use of antibodies are recorded at cost and
are amortized using the straight-line method over the shorter of the estimated
useful lives of the license or the license term (generally five to ten years).
These costs are included with other assets in the accompanying consolidated
balance sheets. Accumulated amortization at December 31, 2002 and 2001 was
approximately $396,000 and $325,000, respectively.
REVENUE RECOGNITION
The Company's revenue is generated from the sale of products primarily
manufactured internally. The Company does have a small amount of products that
are sold on an outside equipment ("OEM") basis. The Company sells standard and
custom products directly to end users and distributors and recognizes revenue
upon transfer of title to the customer, which occurs upon shipment. General
sales and payment terms to distributors are similar to those granted to end user
customers. Certain end user customers prepay for product and request shipment of
the product at future dates, primarily sera or media products. The Company
records deferred revenue until such time as a product is shipped to a customer.
Approximately 22% of the Company's 2002 net sales were to distributors. The
Company's distribution agreements do not provide a general right of return. The
amount of the Company's inventory held by distributors is not believed to be
substantial.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to expense as incurred.
F-8
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
INCOME TAXES
Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
The Company has not provided U.S. federal or foreign withholding taxes on
foreign subsidiary undistributed earnings as of December 31, 2002, because such
earnings are intended to be permanently invested. It is not practicable to
determine the U.S. Federal income tax liability, if any, that would be payable
if such earnings were not reinvested indefinitely.
LONG-LIVED ASSETS
It is our policy to account for long-lived assets (property, plant, equipment
and intangible assets) 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, the Company has determined that its long-lived assets are
not impaired as of December 31, 2002 and 2001. Effective January 1, 2002, other
long-lived assets are accounted for under 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 adoption of SFAS No. 144
did not have a material impact on the financial position or results from
operations.
STOCK COMPENSATION
The Company accounts for stock-based compensation to employees and directors
using the intrinsic value method.
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is the total of net income (loss) and all other
non-owner changes in equity. Except for net income (loss) and foreign currency
translation adjustments, the Company does not have any transactions or other
economic events that qualify as comprehensive income (loss) as defined under
SFAS No. 130.
BUSINESS SEGMENT REPORTING
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. Information related to
these segments is summarized in Note 12.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived
F-9
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
assets and the associated asset retirement costs. The adoption of SFAS No. 143
does not have a material impact on the financial position or results of
operations.
In January 2003, the FASB issued FASB Interpretation ("FIN") No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees and Indebtedness of Others." FIN No. 45 requires a company
to recognize a liability for the obligations it has undertaken to issue a
guarantee. This liability would be recorded at the inception of the guarantee
and would be measured at fair value. The measurement provisions of this
statement apply prospectively to guarantees issued or modified after December
31, 2002. The disclosure provisions of the statement apply to financial
statements for periods ending after December 15, 2002. The adoption of FIN No.
45 does not have a material impact on the financial position or results of
operations.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities." FIN 46 requires a company to consolidate variable interest entity if
it is designated as the primary beneficiary of that entity even if the company
does not have a majority voting interest. A variable interest entity is
generally defined as an entity where its equity is unable to finance its
activities or when the owners of the entity lack the risk and rewards of
ownership. The provisions of this statement apply at inception for any entity
created after January 31, 2003. For an entity created before February 1, 2003,
the provisions of this interpretation must be applied at the beginning of the
first interim or annual period beginning after June 15, 2003. The Company
believes that the adoption of FIN No. 46 will not have a material impact on the
financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement No.
123." SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
disclosure requirements apply to all companies for fiscal years ending after
December 15, 2002. The interim disclosure provisions are effective for financial
reports containing financial statements for interim periods beginning after
December 15, 2002. The adoption of SFAS No. 148 did not have a material impact
on the Company's consolidated financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions. That affects the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Significant
areas requiring the use of management estimates relate to the valuation of
inventories, accounts receivable allowances, the useful lives of assets for
depreciation and amortization, evaluation of impairment, restructuring expense
and accrual, litigation accruals and recoverability of deferred taxes.
CONCENTRATIONS OF CREDIT RISK
Financial instruments, which potentially subject the Company to concentrations
of credit risk, consist primarily of cash equivalents and trade accounts
receivable. The credit risk associated with trade accounts is mitigated by a
credit evaluation process, reasonably short collection terms and the
geographical dispersion of sales transactions.
F-10
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
FOREIGN CURRENCY TRANSLATION
The assets and liabilities of the Company's foreign subsidiary, whose functional
currency is Euros, are translated at the rate of exchange at the balance sheet
date, and related revenues and expenses are translated at the average exchange
rate in effect during the period. Resulting translation adjustments are recorded
as a component of stockholders' equity. Gains and losses from foreign currency
transactions are included in net income. Foreign currency transaction gains and
losses were insignificant to the operating results for each of the years in the
three-year period ended December 31, 2002.
2. INVENTORIES
Inventories at December 31, 2002 and 2001 are summarized as follows
(000's):
2002 2001
------ ------
Raw materials ...................... $2,703 $2,367
Work in process .................... 493 304
Finished goods ..................... 5,684 4,513
------ ------
$8,880 $7,184
====== ======
3. PROPERTY AND EQUIPMENT
Property and equipment at December 31, 2002 and 2001 are summarized as
follows (000's):
2002 2001
-------- --------
Machinery and equipment .................. $ 9,241 $ 6,919
Office furniture and equipment ........... 3,708 2,604
Leasehold improvements ................... 1,530 907
-------- --------
14,479 10,430
Less accumulated depreciation and
amortization ....................... (7,081) (5,022)
-------- --------
$ 7,398 $ 5,408
======== ========
4. GOODWILL AND INTANGIBLE ASSETS - ADOPTION OF FINANCIAL ACCOUNTING STATEMENT
142
In July 2001, the FASB issued FAS No. 141, "Accounting For Business
Combinations," and FAS. 142, "Accounting for Goodwill and Other Intangible
Assets."
The pro forma effects of implementation of FAS 142 to prior periods would be as
follows: (amounts in thousands, except per share data):
F-11
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
For Years Ended December 31,
-----------------------------------
2002 2001 2000
--------- -------- --------
Reported income (loss) .................. $ (1,052) 741 (4,019)
Add:
Impairment charge, net of tax ........... 2,477
Goodwill Amortization, net of tax ....... -- 283 280
--------- -------- --------
Adjusted net income (loss) .............. 1,425 1,024 (3,739)
========= ======== ========
Basic net income (loss) per share:
Reported income (loss) ............... $ (0.11) 0.07 (0.47)
Impairment charge, net of tax ........ 0.25 -- --
Goodwill Amortization, net of tax .... -- 0.03 0.03
--------- -------- --------
Adjusted net income (loss) ........... $ 0.15 0.10 (0.44)
========= ======== ========
Diluted net income (loss) per share:
Reported income (loss) ............... $ (0.10) 0.07 (0.47)
Impairment charge, net of tax ........ 0.24 -- --
Goodwill Amortization, net of tax .... -- 0.03 0.03
--------- -------- --------
Adjusted net income (loss) ........... $ 0.14 0.09 (0.44)
========= ======== ========
Acquired Intangible assets are as follows (in thousands):
As of December 31, 2002 2001
- ------------------ ------------------ --------------------
Accumu- Accumu-
Gross lated Gross lated
Carrying Amorti- Carrying Amorti-
Amount zation Amount zation
------ ------ ------ ------
Amortized intangible assets
Developed Technology ....... $7,656 (2,115) $7,656 (1,574)
Core technology ............ 665 (181) 665 (137)
Tradename .................. 257 (206) 257 (150)
------ ------ ------ ------
Total ................... $8,578 (2,502) $8,578 (1,861)
====== ====== ====== ======
At December 31, 2002, estimated amortization expense was as follows (in
thousands):
2003 .............. $606
2004 .............. $555
2005 .............. $555
2006 .............. $555
2007 .............. $555
F-12
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
The changes in the carrying amount of goodwill for the year ended December 31,
2002, is as follows (in thousands):
United States European
Segment Segment
------- -------
Balance as of December 31, 2001 ........... $ 4,629 307
Goodwill acquired during the year ......... -- --
Impairment losses ......................... (4,629) --
------- -------
Balance as of December 31, 2002 ........... $ -- 307
======= =======
5. REDEEMABLE PREFERRED STOCK
On February 15, 2000, the Company issued 371,300 shares of $0.001 par value
Series B Redeemable Preferred Stock with an initial aggregate liquidation value
of $9,000,300. The Series B Redeemable Preferred Stock was initially convertible
into 1,485,200 shares of the Company's Common Stock at an effective price of
$6.06 per share of Common Stock and entitled to dividends at an 8% annual rate.
The holders received detachable warrants exchangeable for 1,287,000 shares of
Common Stock at an exercise price of $7.77 per share. The Company allocated the
net proceeds of $8,415,200 based on the relative fair value of the warrants
($1,840,700), the Series B Redeemable Preferred Stock ($5,579,400) and the
beneficial conversion ($995,100).
On September 20, 2000, the Series B Redeemable Preferred Stock automatically
converted to common stock as the last reported sales price of the Company's
common stock had been above $20 for 20 consecutive days. Upon conversion, all of
the originally issued redeemable preferred stock and $432,400 of redeemable
preferred dividends were converted into 1,556,574 common shares at $6.06 per
common share or $9,432,700. Total non-cash preferred stock dividends and effects
of beneficial conversion related to the preferred stock totaling $3,853,000 were
charged to net loss available to common shareholders.
6. COMMON STOCK AND TREASURY STOCK
In October 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. On July 19, 2002,
the Company amended the stock repurchase program and increased its repurchase
commitment by $5 million to a total of $10 million. As of December 31, 2002, the
Company had repurchased 878,000 shares of common stock and incurred a cash
outlay totaling $5,276,000.
On September 18, 2000, a total of 351,400 shares of common stock were issued,
for cash proceeds of $5,318,700. Two former executives of the Company invested a
total of $850,000 in the Company, representing 51,400 shares of common stock and
a major stockholder invested an additional $4,468,700, net of expenses, into the
Company for 300,000 shares of common stock. The Company recorded stock
compensation expense of $557,900 as the 51,400 shares of common stock were
issued for less than market value, which is included in general and
administrative expense on the accompanying Consolidated Statement of Operations.
F-13
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
7. STOCK OPTIONS, PURCHASE PLANS AND WARRANTS
The Company currently has two stock option plans in place - the 1993 Stock
Incentive Plan (the "1993 Plan") and the 2000 BSI non-qualified stock option
Plan (the "2000 Plan"). The Company also has several stock option agreements
with certain officers in effect.
Under the 2000 Plan, non-qualified stock options may be granted to full-time
employees, part-time employees, directors and consultants of the Company to
purchase a maximum of 2,000,000 shares of the company's common stock. Options
granted under the 2000 Plan vest and are generally exercisable at the rate of
25% each year beginning one year from the date of grant. The stock options
generally expire ten years from the date of grant.
Under the 1993 Plan, incentive and non-qualified stock options may be granted to
full-time employees, part-time employees, directors and consultants of the
Company to purchase a maximum of 2,000,000 shares of common stock. Options
granted under the 1993 Plan vest and are generally exercisable at the rate of
25% each year beginning one year from the date of grant. The stock options
generally expire ten years from the date of grant.
The per share weighted average market value of stock options granted during
2002, 2001 and 2000 was $6.20, $6.00, and $20.51, respectively, on the date of
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions:
2002 2001 2000
---- ---- ----
Expected dividend yield................. 0.00% 0.00% 0.00%
Risk-free interest rate................. 3.82% 4.50% 4.76%
Expected volatility..................... 106.42% 89.87% 100.00%
Expected option life (years)............ 5.18 4.81 8.10
The Company applies APB Opinion No. 25 in accounting for its stock option grants
to employees and directors, and accordingly, no compensation cost, except for
the expenses for two former officers of the Company (see detail below in this
note), has been recognized for its stock options in the consolidated financial
statements as the market value of the Company's common stock at the date of
grant was equal to its exercise price on such date. Had the Company determined
compensation cost based upon the fair value at the grant date for its stock
options under SFAS No. 123, the Company's net income (loss) would have changed
to the pro forma amounts indicated below:
F-14
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
---------- --------- ---------
(in thousands,
except per share data)
Net income (loss) available to common
stockholders:
As reported ...................... $ (1,052) $ 741 $ (4,019)
Add/deduct: Total stock-based
employee compensation expense
determined under intrinsic
value based method for all
awards, net of tax effects ... -- (233) 233
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of tax effects ........... (2,458) (2,764) (3,434)
---------- --------- ---------
Pro forma net loss available
to common stockholders ....... $ (3,510) $ (2,256) $ (7,220)
========== ========= =========
Net income (loss) per share available
to common stockholders:
Basic - as reported .......... $ (0.11) $ 0.07 $ (0.47)
========== ========= =========
Basic - pro forma ............ $ (0.36) $ (0.22) $ (0.84)
========== ========= =========
Diluted - as reported ........ $ (0.10) $ 0.07 $ (0.47)
========== ========= =========
Diluted - pro forma .......... $ (0.36) $ (0.22) $ (0.84)
========== ========= =========
Pro forma net income (loss) available to common stockholders reflects
compensation expense related to the vested portion of options granted during the
periods October 1997 through December 2002.
To the extent that BioSource derives a tax benefit from options exercised by
employees, such benefit is credited to additional paid-in capital. Tax benefits
recognized totaling $56,000, $205,000, and $5,037,000 were credited to
additional paid-in capital in fiscal 2002, 2001 and 2000, respectively.
F-15
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
The following summarizes the stock option transactions under the 1993 Plan and
the 2000 Plan during the periods presented:
WEIGHTED
AVERAGE
SHARES EXERCISE PRICE
------ --------------
Options outstanding at December 31, 1999..... 1,516,425 $ 3.54
Options granted.............................. 1,338,198 16.19
Options exercised............................ (702,100) 3.55
Options canceled............................. (87,700) 5.89
----------- --------
Options outstanding at December 31, 2000..... 2,064,823 12.67
Options granted.............................. 904,647 7.84
Options exercised............................ (36,952) 2.50
Options canceled............................. (885,166) 17.55
----------- --------
Options outstanding at December 31, 2001..... 2,047,352 8.74
Options granted.............................. 388,300 6.20
Options exercised............................ (76,514) 3.10
Options canceled............................. (516,063) 13.18
----------- --------
Options outstanding at December 31, 2002..... 1,843,075 $ 7.20
=========== ========
At December 31, 2002, the range of exercise prices and weighted average
remaining contractual life of outstanding options were as follows:
Weighted Weighted Number of Number of
Average Average Options Options
Exercise Life of Outstanding Currently
Price Option Exercisable
-------------------------------------------------------------
$1.37 - $3.10 4.90 290,246 289,221
$3.11 - $6.20 7.70 570,841 288,412
$6.21 - $9.30 8.10 524,144 197,816
$9.31 - $15.50 8.00 279,958 128,527
$15.51 - $31.00 7.70 177,886 103,625
--------- ----------- -----------
Total 7.50 1,843,075 1,007,601
========= =========== ===========
At December 31, 2002, 2001 and 2000, the number of options exercisable was
1,007,601, 777,836, and 621,015, respectively, and the weighted average exercise
price of those options was $6.47, $6.41, and $4.06, respectively.
In 2000, under the 2000 Plan, two former officers of the Company received stock
options at an exercise price less than fair value. The Company incurred a total
stock option compensation expense of $388,000 in 2000. Additionally, in 2000 the
Company recorded stock compensation expense of $558,000 for 51,400 shares of
common stock issued to two former executives of the Company, for less than fair
market value. Upon termination of the former officers in May 2001, the Company
recognized a related expense reduction of $388,000 in the second quarter of
2001, as the former officers were terminated prior to their stock options
vesting.
The Company has several stock option agreements with certain officers that are
outside the 1993 and the 2000 Plan. The outstanding agreements expire from May
2003 through October 2011.
F-16
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
The following summarizes transactions outside the option plan during the periods
presented:
WEIGHTED
AVERAGE
SHARES EXERCISE PRICE
------ --------------
Options outstanding at December 31, 1999..... 502,500 $ 3.13
Options granted.............................. -- --
Options exercised............................ (145,834) 3.91
Options canceled............................. (66,666) 2.81
----------- --------
Options outstanding at December 31, 2000..... 290,000 2.89
Options granted.............................. 280,000 5.19
Options exercised............................ (64,000) 2.61
Options canceled............................. -- --
----------- --------
Options outstanding at December 31, 2001..... 506,000 $ 4.19
Options granted.............................. -- --
Options exercised............................ 28,600 2.00
Options canceled............................. -- --
----------- -------
Options outstanding at December 31, 2002..... 477,400 $ 4.33
=========== ========
At December 31, 2002, the range of exercise prices and weighted average
remaining contractual life of outstanding options under certain agreements were
as follows:
Weighted Weighted Number of Number of
Average Average Options Options
Exercise Life of Outstanding Currently
Price Option Exercisable
-------------------------------------------------------------
$0.00 - $1.50 2.10 62,800 62,800
$1.51 - $3.00 0.40 71,600 71,600
$3.01 - $6.44 7.70 343,000 144,666
-------- ---------- -----------
Total 5.90 477,400 279,066
======== ========== ===========
At December 31, 2002, 2001 and 2000, the number of exercisable options was
279,066, 226,000, and 290,000, respectively, and the weighted average exercise
price of those options was $3.72, $2.97, and $2.89, respectively.
During 2002, 2001 and 2000, 105,114, 100,952, and 847,934 stock options,
respectively were exercised for proceeds totaling $291,000, $308,000, and
$2,952,000 of cash received by the company.
During 2000, a total of 218,100 warrants were exercised for $750,000 and
converted into 165,400 common shares.
Effective April 7, 1995, the Company adopted an Employee Stock Purchase Plan to
provide substantially all full-time employees, excluding officers, an
opportunity to purchase shares of its common stock through payroll deductions.
In addition, the Company provides a matching contribution equal to 50% of the
participant's contribution. All contributions are invested in the Company's
common stock, which is purchased on the open
F-17
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
market at prevailing market prices. Participants have a fully vested interest in
the shares purchased with payroll deductions and become fully vested in the
shares purchased with Company matching contributions after two years. The
Company's matching expense for the years ended December 31, 2002, 2001 and 2000
was approximately $24,000, $19,000, and $20,000, respectively.
In connection with the issuance of Series B Redeemable Preferred Stock (see Note
6), 1,287,000 detachable stock purchase warrants were granted. The warrants have
a term of up to five years from date of issuance and are exchangeable for
1,287,000 shares of Common Stock at an exercise price of $7.77 per share.
8. STOCKHOLDER RIGHTS PLAN
On February 16, 1999, the Company adopted a stockholders' rights plan to protect
the Company and its stockholders from unsolicited attempts or inequitable offers
to acquire the Company's stock. The rights plan has no immediate dilutive effect
and does not diminish the Company's ability to accept an offer to purchase the
Company that is approved by the board of directors. The stockholder rights plan
was implemented through a dividend of one preferred share purchase right on each
outstanding share of the Company's common stock outstanding on March 2, 1999.
Each right will entitle stockholders to buy one one-thousandth of a share of
Series A preferred stock at an exercise price of $24.50. The rights will become
exercisable (with certain limited exceptions provided in the rights agreement)
following the 10th day after: (a) a person or group announces an acquisition of
15% or more of the Company's common stock, (b) a person or group announces the
commencement of a tender offer the consummation of which would result in
ownership by the person or group of 15% or more of the Company's common stock,
(c) the filing of a registration statement for any such exchange offer under the
Securities Act of 1933, or (d) the Company's board of directors determining that
a person is an "adverse person," as defined in the rights plan. The buyer or any
"adverse person" would not be entitled to exercise rights under the rights plan.
The effect of the rights plan is to discourage acquisitions of more than 15% of
the Company's common stock without negotiations with the Company's board of
directors. The Company can redeem the rights for $.001 per right at certain
times as provided in the rights agreement. The rights expire on January 31,
2009.
9. INCOME TAXES
Income (loss) before income taxes (benefit) for 2002, 2001 and 2000 were from
the following sources (000's):
2002 2001 2000
----------- ----------- ----------
Domestic $ 723 $ (1,203) $ (1,994)
Foreign 683 1,874 1,255
----------- ----------- ----------
$ 1,406 $ 671 $ (739)
=========== =========== ==========
Income tax expense (benefit) is summarized as follows (000's):
2002 2001 2000
----------- ----------- ----------
Current:
Federal $ (440) $ 95 $ 3,524
State and local 401 42 780
Foreign 552 71 55
----------- ----------- ----------
$ 513 208 4,359
----------- ----------- ----------
Deferred:
Federal 307 (70) (3,866)
State and local (549) (350) (1,114)
Foreign (260) 142 48
----------- ----------- ----------
(502) (278) (4,932)
----------- ----------- ----------
$ 11 $ (70) $ (573)
=========== =========== ==========
F-18
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
The primary components of temporary differences which give rise to deferred
taxes at December 31, 2002 and 2001 are (000's):
2002 2001
--------- ---------
Deferred tax assets:
Reserves for inventory......................... $ 1,517 $ 1,208
Purchased in-process technology/goodwill....... 3,046 1,472
Net operating loss carryforwards............... 4,290 4,746
Allowance for doubtful accounts................ 89 68
Accrual for severance.......................... 0 99
R & D and AMT credit carryforwards............. 1,570 1,188
Other.......................................... 336 211
--------- ---------
Total deferred tax assets........................ 10,848 8,992
Deferred tax liability
Depreciation................................... 165 82
--------- ---------
Net deferred tax assets.................... $ 10,683 $ 8,910
========= =========
Management has reviewed the recoverability of deferred income tax assets and has
determined that it is more likely than not that the deferred tax assets will be
fully realized through future taxable earnings.
Actual income tax expense (benefit) differs from that obtained by applying the
Federal income tax rate of 34% to income (loss) before income taxes (benefits)
as follows (000's):
2002 2001 2000
----- ----- -----
Computed "expected" tax expense (benefit) ..... $ 478 $ 228 $(251)
Nondeductible items ........................... 24 -- --
State taxes (net of Federal benefit) .......... (98) 21 (34)
Tax credits ................................... (213) (338) (437)
Extraterritorial Income Exclusion ............. (244) -- --
Effect of foreign operations .................. 50 (18) 66
Other ......................................... 14 37 83
----- ----- -----
Total .................................. $ 11 $ (70) $(573)
===== ===== =====
The Company does not provide for U.S. federal income taxes on the undistributed
earnings of its foreign subsidiaries since the Company intends to reinvest
indefinitely its earnings in such subsidiaries. It is not practical to determine
the U.S. federal income tax liability, if any, that would be payable if such
earnings were not reinvested indefinitely.
As of December 31, 2002, the Company has a net operating loss (NOL) carryforward
of approximately $8,932,000 and $11,714,400 for Federal and State income tax
purposes, respectively. The federal NOL's are available to offset future taxable
income, if any, through 2020 to 2021. The state NOL's are available to offset
future taxable income, if any, through 2006 to 2021.
F-19
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
10. 401(K) BENEFIT PLAN
The Company has a 401(k) profit sharing plan, which covers substantially all
domestic employees of the Company. Plan participants may make voluntary
contributions up to 20% of their earnings up to the statutory limitation. The
Company's contribution is $0.25 for each $1.00 contributed by employees up to
the first $2,000. Company contributions have no vesting period. The Company's
contributions were $67,000, $57,000, $55,000 in 2002, 2001 and 2000,
respectively.
11. BUSINESS SEGMENTS
BioSource primarily operates in one industry segment; the licensing,
development, manufacture, marketing and distribution of biological reagents and
test kits used in biomedical research.. The Company's customers are not
concentrated in any specific geographic region and no single customer accounts
for a significant amount of our sales.
Our accounting policies for the segments below are the same as those described
in the summary of significant accounting policies, except that we are only able
to track net sales for the geographic "Sales-to" segments. The Company evaluates
performance for the "Sales-from" segments on net revenues and profit or loss
from operations. The Company's reportable segments are strategic business units
that offer geographic product availability. They are managed separately because
each business requires different marketing and distribution strategies. Business
segment information is summarized as follows (000's):
2002 2001 2000
-------- -------- --------
SALES - FROM SEGMENTS:
Net sales to external customers from:
United States:
Domestic ....................... $ 23,574 $ 21,027 $ 18,843
Export ......................... 4,082 4,623 4,303
-------- -------- --------
Total United States ..... 27,656 25,650 23,146
Europe ............................. 12,399 9,525 9,064
-------- -------- --------
Consolidated ............ $ 40,055 $ 35,175 $ 32,210
======== ======== ========
Operating income (loss):
United States ...................... $ (1,250) $ (1,970) $ (2,204)
Europe ............................. 2,533 2,181 1,393
-------- -------- --------
Consolidated ............ $ 1,283 $ 211 $ (811)
======== ======== ========
F-20
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
-------- -------- --------
SALES - TO SEGMENTS:
Net sales to external customers in:
United States ...................... $ 23,574 $ 21,027 $ 18,843
Europe ............................. 10,940 8,846 8,180
Japan .............................. 3,319 3,085 3,203
Other .............................. 2,222 2,217 1,984
-------- -------- --------
Consolidated ............ $ 40,055 $ 35,175 $ 32,210
======== ======== ========
SALES - BY PRODUCT GROUP
Net sales by product group:
Biological reagents ................ $ 20,944 $ 19,360 $ 17,169
Test kits .......................... 19,111 15,815 15,041
-------- -------- --------
$ 40,055 $ 35,175 $ 32,210
======== ======== ========
IDENTIFIABLE ASSETS AT END OF YEAR:
United States ...................... $ 36,263 $ 42,420
Europe ............................. 10,243 7,421
-------- --------
Consolidated ............ $ 46,506 $ 49,841
======== ========
NET INTEREST EXPENSE (INCOME):
United States ...................... $ (92) $ (363) $ 58
Europe ............................. (21) (11) (22)
-------- -------- --------
Consolidated ............ $ (113) $ (374) $ 36
======== ======== ========
DEPRECIATION AND AMORTIZATION:
United States ...................... $ 2,028 $ 2,145 $ 1,785
Europe ............................. 296 286 371
-------- -------- --------
Consolidated ............ $ 2,324 $ 2,431 $ 2,156
======== ======== ========
CAPITAL EXPENDITURES:
United States ...................... $ 3,132 $ 2,106 $ 1,913
Europe ............................. 349 453 239
-------- -------- --------
Consolidated ............ $ 3,481 $ 2,559 $ 2,152
======== ======== ========
12. COMMITMENTS AND CONTINGENCIES
At December 31, 2002, future minimum payments under the Company's non-cancelable
leases are as follows (in thousands):
2003........................................ $ 1,440
2004........................................ 1,340
2005........................................ 1,048
2006........................................ 579
2007........................................ 53
Thereafter.................................. --
---------
$ 4,460
=========
Rent expense for 2002 totaled $1,412,000.
F-21
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
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, which was expensed in
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 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 that might be discovered after closing. The Company filed
a counterclaim against the former shareholders of QCB, including Dr. Fishman, in
the arbitration to recover damages. Management believes we 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. In our counterclaim, we sought to recover $1,347,000 of
escrowed funds. On July 2, 2002, we settled the arbitration and all related
claims against the former shareholders of QCB and Dr. Fishman in consideration
of the payment to us of $800,000 from the escrowed funds. The remaining funds
held in escrow were released to the former shareholders of QCB. This settlement
is considered to be a reduction of the goodwill originally recorded in the
acquisition of QCB. That goodwill was written off as a cumulative effect of
accounting change in the adoption of FASB Statement No. 142 during the first
quarter of 2002. The settlement was accounted for as an adjustment to the
cumulative effect of accounting change during the third quarter of 2002.
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.
13. EARNINGS PER SHARE
The Company presents basic and diluted earnings (loss) per share ("EPS"). Basic
EPS is computed by dividing net income (loss) available to common stockholders
by the weighted average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution from securities that could share in
the earnings of the Company.
The reconciliation of basic to diluted weighted average shares is as follows:
Year ended December 31,
2002 2001 2000
-------- -------- --------
Net income (loss) available to common
stockholders used for basic and
diluted income (loss) per share ........ $ (1,052) $ 741 $ (4,019)
======== ======== ========
Weighted average shares used in basic
computation ............................ 9,787 10,398 8,584
Dilutive stock options and warrants ......... 402 567 --
-------- -------- --------
Weighted average shares used for diluted
computation ............................ 10,189 10,965 8,584
======== ======== ========
F-22
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001 AND FOR THE YEARS
ENDED DECEMBER 31, 2002, 2001 AND 2000
Options to purchase 1,040,125, 793,332, and 90,003 shares of common stock at
prices ranging from $6.08 to $31.00, $8.00 to $31.00, and $17.13 to $27.38 were
outstanding during 2002, 2001 and 2000, respectively, but were not included in
the computation of diluted earnings (loss) per share because the options'
exercise price was greater than the average market price of the common shares.
Options to purchase 1,190,469 shares of common stock at prices ranging from of
$1.37 to $12.18 per share were outstanding during 2000 but were not included in
the computation of diluted loss per share because the options were antidilutive,
as the Company incurred a net loss for that year.
Warrants to purchase 1,287,000 shares at an exercise price of $7.77 per share
were outstanding as of December 31, 2002 and 2000 but were not included in the
computation of diluted net income per share because their effect would be
anti-dilutive.
F-23
BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNT
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Balance at Provision Deductions Balance at
Beginning Charged Accounts End of
of Year to Income Written Off Year
------- --------- ----------- ----
(000's)
2000-allowance for
doubtful accounts........ $ 328 139 324 143
2001-allowance for
doubtful accounts........ $ 143 125 7 261
2002-allowance for
doubtful accounts........ $ 261 140 140 261
See accompanying independent auditors' report.
F-24
EXHIBIT INDEX
FOR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------
3.1 Certificate of Incorporation of Registrant (1)
3.2 Bylaws of Registrant (1)
4.1 Specimen Stock Certificate of Common Stock of Registrant (1)
4.2 Certificate of Designation of Series A Preferred Stock (9)
4.3 Certificate of Designation of Series B Preferred Stock (11)
4.4 Rights Agreement, dated as of February 25, 1999, between
Registrant and U.S. Stock Transfer and Trust Corporation, as
Rights Agent (9)
4.5 Amendment to Rights Agreement, dated as of January 10, 2000,
between Registrant and U.S. Stock Transfer and Trust
Corporation (13)
4.6 Second Amendment to Rights Agreement, dated September 28,
2000, between Registrant and U.S. Stock Transfer and Trust
Corporation (13)
4.7 Form of Right Certificate (9)
4.8 Summary of Share Purchase Rights (9)
4.9 Investor Rights Agreement dated February 15, 2000, by and
among Registrant, Genstar Partners II, L.P. and Stargen II LLC
(12)
4.10 Amendment to Investor Rights Agreement dated September 18,
2000, among Registrant, Genstar Capital Partners II, L.P.,
Stargen II LLC, Russell D. Hays and George Uveges (13)
4.11 Second Amendment to Investor Rights Agreement, dated September
28, 2000, among Registrant, Genstar Capital Partners II, L.P.,
Stargen II LLC, Russell D. Hays, George Uveges, Jean-Pierre
Conte, Richard Hoskins, Richard Paterson and Robert Weltman
(13)
4.12 Warrant to Purchase Common Stock of Registrant issued to
Genstar Capital Partners II, L.P. on February 15, 2000 (12)
4.13 Warrant to Purchase Common Stock of Registrant issued to
Stargen II LLC on February 15, 2000 (12)
10.1 Registrant's 1993 Stock Incentive Plan (4)
10.2 Licensing Agreement dated May 1, 1990, by and between TAGO,
Inc., as licensee, and St. Jude's Children's Hospital, as
licenser (1)
10.3 License Agreement dated February 14, 1991, by and between
Registrant and Schering Corporation (1)
10.4 License Agreement dated October 1, 1993, by and between
Registrant, as licensee, and Schering Corporation, as licensor
(2)
EXHIBIT INDEX
FOR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002, CONTINUED
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------
10.5 Separation and Consulting Agreement between Registrant and
James H. Chamberlain dated September 19, 2000 (15)
10.6 License Agreement dated February 7, 1994, by and between
Registrant, as licensee and Fundacio Clinic (4)
10.7 Form of Indemnification Agreement for Directors and Executive
Officers (6)
10.8 List of Indemnities relating to Form of Indemnification
Agreement previously filed as Exhibit 10 (16)
10.9 Registrant's Employee Stock Purchase Plan (7)
10.10 Securities Purchase Agreement dated January 10, 2000, by and
among Registrant, Genstar Capital Partners II, L. P. and
Stargen II LLC (15)
10.11 Securities Purchase Agreement, effective as of August 9, 2000,
between the Registrant and Genstar Capital Partners II, L.P.
(13)
10.12 Amendment to Securities Purchase Agreement, dated as of
September 28, 2000, among the Registrant, Genstar Capital
Partners II, L.P., Jean-Pierre Conte, Richard Hoskins, Richard
Paterson and Robert Weltman (13)
10.13 Securities Purchase Agreement, effective as of August 9, 2000,
between the Registrant and Russell D. Hays (13)
10.14 Securities Purchase Agreement, effective as of September 5,
2000, between the Registrant and George Uveges (13)
10.15 Letter agreement regarding employment, dated August 2, 2000,
between Registrant and Russell D. Hays (15)
10.16 Amendment to letter agreement regarding employment, dated
September 18, 2000, between Registrant and Russell D. Hays
(15)
10.17 Letter agreement regarding employment, dated August 18, 2000
between Registrant and George Uveges (15)
10.18 Amendment to letter agreement regarding employment, dated
September 18, 2000, between Registrant and George Uveges (15)
10.19 Registrant's 2000 Non-Qualified Stock Option Plan (14)
10.20 Lease Agreement for 542 Flynn Road, dated March 7, 2000,
between Registrant and Lincoln Ventura Technology Center (15)
10.21 Executive Employment Agreement between Registrant and Leonard
M. Hendrickson, dated September 24, 2001 (16)
EXHIBIT INDEX
FOR FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002, CONTINUED
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------
21 Subsidiaries of the Company:
STATE/COUNTRY OF
NAME INCORPORATION
---- -------------
Keystone Laboratories, Inc.................California
BioSource V.I. FSC., LTD...................U.S. Virgin Islands
BioSource Europe S.A.......................Belgium
BioSource B.V..............................Holland
BioSource GmbH.............................Germany
BioSource U.K., Ltd........................U.K.
Quality Controlled Biochemicals, Inc.......Massachusetts
Javelle, Inc...............................Massachusetts
23.1 Consent of KPMG LLP, Independent Public Accountants
99.1 Certificate of our Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
- ----------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-4 as filed with the Securities and Exchange Commission on October 22,
1992, as amended.
(2) Incorporated by reference to the Company's Form 10KSB for the year ended
December 31, 1992.
(3) Incorporated by reference to the Company's Form 10KSB for the year ended
December 31, 1993.
(4) Incorporated by reference to the Company's Form 10KSB for the year ended
December 31, 1994.
(5) Incorporated by reference to the Company's Form 10KSB for the year ended
December 31, 1995.
(6) Incorporated by reference to the Company's Registration Statement on Form
SB-2 (SEC No. 333-3336) as filed with the Securities and Exchange
Commission on May 31, 1996, as amended.
(7) Incorporated by reference to the Company's Registration Statement on Form
S-8 (SEC No. 33-91838) as filed with the Securities and Exchange Commission
on May 4, 1995.
(8) Incorporated by reference to the Company's Current Report on Form 8-K/A
filed with the Securities and Exchange Commission on February 19, 1999.
(9) Incorporated by reference to the Company's Current Report on Form 8-A filed
with the Securities and Exchange Commission on March 1, 1999.
(10) Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 1998.
(11) Incorporated by reference to the Company's Registration Statement on Form
S-3 as filed with the Securities and Exchange Commission on March 16, 2000.
(12) Incorporated by reference to Amendment No. 1 to the Company's Registration
Statement on Form S-3 as filed with the Securities and Exchange Commission
on March 22, 2000.
(13) Incorporated by reference to the Company's Current Report on Form 8-K as
filed with the Securities and Exchange Commission on October 26, 2000, and
as amended on October 31, 2000.
(14) Incorporated by reference to the Company's definitive proxy statement as
filed with the Securities and Exchange Commission on May 16, 2000.
(15) Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2000.
(16) Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2001.