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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File Number 0-22879
BIORELIANCE CORPORATION
(Exact name of the registrant as specified in its charter)
DELAWARE 52-1541583
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14920 BROSCHART ROAD
ROCKVILLE, MARYLAND 20850
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(301) 738-1000
- --------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
As of May 1, 2000, 7,972,031 shares of registrant's Common Stock, par value $.01
per share, were outstanding.
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BIORELIANCE CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
NUMBER
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1 - Financial Statements:
Consolidated Balance Sheets as of December 31, 1999 and
March 31, 2000............................................................. 3
Consolidated Statements of Operations for the Three Months
Ended March 31, 1999 and 2000.............................................. 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1999 and 2000.............................................. 5
Notes to Consolidated Financial Statements................................. 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations........................................ 9
Item 3 - Quantitative and Qualitative Disclosures About Market Risks......... 17
PART II OTHER INFORMATION..................................................................... 18
SIGNATURES....................................................................................... 19
</TABLE>
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BIORELIANCE CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31,
DECEMBER 31, 2000
1999 (UNAUDITED)
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................................... $ 12,273 $ 11,845
Marketable securities............................................................. 6,491 6,460
Accounts receivable, net.......................................................... 19,762 18,328
Other current assets.............................................................. 2,062 1,824
Deferred income taxes............................................................. 12 ---
------------ -----------
Total current assets................................................... 40,600 38,457
Property and equipment, net........................................................... 37,085 39,059
Deposits and other assets............................................................. 294 290
Deferred income taxes................................................................. 962 839
------------ -----------
Total assets........................................................... $ 78,941 $ 78,645
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt................................................. $ 1,484 $ 1,352
Accounts payable.................................................................. 2,673 1,995
Accrued employee compensation and benefits........................................ 3,001 2,309
Other accrued liabilities......................................................... 1,619 1,828
Customer advances................................................................. 1,874 2,930
Deferred income taxes............................................................. 3,208 3,208
------------ -----------
Total current liabilities.............................................. 13,859 13,622
Long-term debt........................................................................ 12,546 12,331
------------ -----------
Total liabilities...................................................... 26,405 25,953
============ ===========
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value: 6,900,000 shares authorized;
no shares issued and outstanding................................................ --- ---
Common stock, $.01 par value: 15,000,000 shares authorized;
7,929,002 and 7,969,631 shares issued and outstanding........................... 79 80
Additional paid-in capital........................................................ 52,764 52,891
Retained earnings................................................................. 671 862
Accumulated other comprehensive income............................................ (978) (1,141)
------------ -----------
Total stockholders' equity............................................. 52,536 52,692
------------ -----------
Total liabilities and stockholders' equity............................. $ 78,941 $ 78,645
============ ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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BIORELIANCE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------------
1999 2000
---------- ----------
<S> <C> <C>
Revenue................................................ $ 10,316 $ 13,279
---------- ----------
Expenses:
Cost of sales.................................... 7,590 8,758
Selling, general and administrative.............. 4,085 3,822
Research and development......................... 355 367
---------- ----------
12,030 12,947
---------- ----------
Income (loss) from operations.......................... (1,714) 332
---------- ----------
Other (income) expense:
Interest income.................................. (461) (281)
Interest expense................................. 193 133
Other expense.................................... 47 150
---------- ----------
(221) 2
---------- ----------
Income (loss) before income taxes...................... (1,493) 330
Income tax provision (benefit)......................... (366) 139
---------- ----------
Net income (loss)...................................... $ (1,127) $ 191
---------- ----------
Net income (loss) per share:
Basic............................................ $ (0.14) $ 0.02
========== ==========
Diluted.......................................... $ (0.14) $ 0.02
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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BIORELIANCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
1999 2000
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)................................................................ $ (1,127) $ 191
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation................................................................. 1,205 856
Amortization expense......................................................... 68 21
Amortization of bond premiums and discounts.................................. (153) (60)
Loss on disposal............................................................. --- 52
Deferred income taxes, net................................................... --- 135
Changes in current assets and liabilities:
Accounts receivable, net................................................. 2,817 1,503
Other current assets..................................................... 372 228
Accounts payable......................................................... (1,581) (672)
Accrued employee compensation and benefits............................... (245) (690)
Other accrued liabilities................................................ (145) 221
Customer advances........................................................ (206) 1,080
Increase in deposits and other assets........................................ (473) (59)
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Net cash provided by operating activities........................... 532 2,806
---------- ----------
Cash flows from investing activities:
Purchases of marketable securities............................................. (2,448) (6,409)
Proceeds from the maturities of marketable securities.......................... 7,500 6,500
Purchases of property and equipment............................................ (556) (2,869)
---------- ----------
Net cash provided by (used in) investing activities................. 4,496 (2,778)
---------- ----------
Cash flows from financing activities:
Proceeds from exercise of stock options....................................... 34 128
Payments on debt.............................................................. (180) (229)
Payments on capital lease obligations......................................... (229) (185)
---------- ----------
Net cash used in financing activities............................... (375) (286)
---------- ----------
Effect of exchange rate changes on cash and cash equivalents....................... (377) (170)
---------- ----------
Net increase in cash and cash equivalents.......................................... 4,276 (428)
Cash and cash equivalents, beginning of period..................................... 8,847 12,273
---------- ----------
Cash and cash equivalents, end of period........................................... $ 13,123 $ 11,845
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
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BIORELIANCE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) DESCRIPTION OF THE BUSINESS
BioReliance Corporation (the "Corporation") is a contract service
organization providing nonclinical testing and contract manufacturing services
for biologics to biotechnology and pharmaceutical companies worldwide.
(2) INTERIM FINANCIAL STATEMENTS PRESENTATION
The accompanying interim financial statements are unaudited and have been
prepared by the Corporation pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC") regarding interim financial
reporting. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements, and therefore these consolidated financial statements should be read
in conjunction with the audited consolidated financial statements, and related
notes thereto, included in the Corporation's Annual Report on Form 10-K. In the
opinion of management, the unaudited consolidated financial statements for the
three-month period ended March 31, 1999 and 2000 include all normal and
recurring adjustments that are necessary for a fair presentation of the results
of the interim period. The results of operations for the three-month period
ended March 31, 1999 and 2000 are not necessarily indicative of the results for
the entire year ending December 31, 2000.
(3) NET INCOME (LOSS) PER SHARE
The Corporation calculates earnings per share ("EPS") on both a basic and
diluted basis. Dilutive securities are excluded from the computation in periods
which they have an anti-dilutive effect. Net income available to common
stockholders and common equivalent stockholders is equal to net income for all
periods presented.
The following table represents reconciliations between the weighted average
common stock outstanding used in basic EPS and the weighted average common and
common equivalent shares outstanding used in diluted EPS for each of the periods
presented:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
1999 2000
------ ------
(IN THOUSANDS)
<S> <C> <C>
Weighted average common stock
outstanding.............................. 7,832 7,943
Stock options, as if converted.......... --- 282
------ ------
Weighted average common and common
equivalent shares outstanding............ 7,832 8,225
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</TABLE>
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(4) SEGMENT INFORMATION
Summarized financial information concerning the Corporation's reportable
segments, for the three months ended March 31, is shown in the following table:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
(IN THOUSANDS)
1999 2000
------- -------
<S> <C> <C>
Revenues:
Testing and Development $ 8,937 $11,568
Manufacturing 1,379 1,711
------- -------
Total $10,316 $13,279
======= =======
Gross Profit:
Testing and Development $ 2,699 $ 4,436
Manufacturing 27 85
------- -------
Total $ 2,726 $ 4,521
======= =======
</TABLE>
Summarized financial information concerning the Corporation's revenues and
gross profit by geographic region for the three months ended March 31, is shown
in the following table:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
(IN THOUSANDS)
1999 2000
------- -------
<S> <C> <C>
Revenues:
United States $ 8,519 $11,168
Europe 1,797 2,111
------- -------
Total $10,316 $13,279
======= =======
Gross Profit:
United States $ 2,370 $ 3,636
Europe 356 885
------- -------
Total $ 2,726 $ 4,521
======= =======
</TABLE>
(5) NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires all
derivatives to be recorded on the balance sheet at fair value and establishes
"special accounting" for the following three different types of hedges: hedges
of changes in the fair value of assets, liabilities or firm commitments; hedges
of the variable cash flows of forecasted transactions; and hedges of foreign
currency exposures of net investments in foreign operations. SFAS 133 is
effective for years beginning after June 15, 1999, with earlier adoption
permitted. On July 8, 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133" ("SFAS 137"). SFAS 137 defers the effective date of
SFAS No.
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133 until fiscal years beginning after June 15, 2000. The Corporation believes
that the effect of adoption of SFAS 133 will not be material.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, which summarizes certain of the SEC
staff's view in applying generally accepted accounting principles to revenue
recognition in financial statements. The Staff Accounting Bulletin is effective
for the year beginning January 1, 2000. In March 2000, the SEC issued SAB No.
101A. This guidance defers the effective date of SAB No. 101 until the fiscal
quarter ending June 30, 2000, and permits a change that may result from the
application of this guidance to be reported as a change in accounting principle.
The initial adoption of this guidance is not anticipated to have a material
impact on the Corporation's results of operations or financial position,
however, the guidance may impact the way in which the Corporation will account
for future transactions.
(6) CONTINGENCIES
The Corporation from time to time may be involved in various claims and
legal proceedings arising in the ordinary course of business. The Corporation
does not believe that any such claims or proceedings, individually or in the
aggregate, would have a material adverse effect on the Corporation's financial
condition or results of operations.
The Corporation has been identified by the U.S. Environmental Protection
Agency ("EPA") as one of several hundred potentially responsible parties
("PRPs") under the Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA") with respect to the Ramp Industries, Inc., site in
Denver, Colorado. The Corporation has recently signed a consent decree with
the EPA, which is expected to allow the Corporation to resolve its liability
for clean-up costs at this site for approximately $3,600. The consent decree
is not final, and there can be no assurance at this time that the consent
decree will be accepted by the Department of Justice. The Corporation believes
that the outcome of this matter will not have a material adverse effect on the
Corporation's financial position or results of operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements made in this Report are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate, or imply future results, performance, or
achievements, and may contain the words "believe," "anticipate," "expect,"
"estimate," "project," "will be," "will continue," "will likely result," or
similar words or phrases. Forward-looking statements involve risks and
uncertainties that may cause actual results to differ materially from the
forward-looking statements. The risks and uncertainties are detailed from time
to time in reports filed by BioReliance with the Securities and Exchange
Commission, including in its Prospectus, dated July 28, 1997, and its Forms 10-K
and 10-Q, and include, among others, the following: general economic and market
conditions; the size and growth of the overall markets for biopharmaceuticals,
including the amounts spent on research and development by biotechnology and
pharmaceutical companies; changes in government regulations; the size, timing
and mix of contracts for the Corporation's products and services; the ability of
BioReliance to attract and retain qualified technical and management personnel;
seasonal demand for the Corporation's products and services; fluctuations and
difficulty in forecasting operating results; the ability of BioReliance to
sustain, manage or forecast its growth and utilize its facilities; the loss of
significant contracts or customers; business disruptions and other factors
referenced in the above reports. New risk factors emerge from time to time and
it is not possible for management to predict all such risk factors, nor can it
assess the impact of all such risk factors on the Corporation's business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results.
While BioReliance does, from time to time, communicate with securities
analysts, it is against BioReliance's policy to disclose to them any material
non-public information or other confidential information. Accordingly,
shareholders should not assume that BioReliance agrees with any statement or
report issued by any analyst irrespective of the content of the statement or
report. Furthermore, BioReliance has a policy against issuing or confirming
financial forecasts or projections issued by others. Thus, to the extent that
reports issued by securities analysts contain any projections, forecasts or
opinions, such reports are not the responsibility of BioReliance.
The following discussion and analysis of the Corporation's financial
condition and results of operations should be read in conjunction with the
Corporation's consolidated financial statements and related notes thereto
included elsewhere in this Form 10-Q.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1999
Revenue was $13.3 million for the three months ended March 31, 2000, an
increase of 29.1% over revenue of $10.3 million for the three months ended March
31, 1999. The increase
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was attributable to increases in revenue from both testing and development
services and manufacturing services.
Testing and development services generated revenue of $11.6 million for
the three months ended March 31, 2000, an increase of 30.3% from revenue of $8.9
million for the three months ended March 31, 1999. The increase in testing and
development can be attributed to increases in revenues generated in both the
U.S. and the U.K. The increase in the U.S. can be attributed to an increase in
revenue generated from development services, partially offset by a decrease in
revenue generated from testing services. Development services were positively
impacted by an increase in both analytical and viral clearance services. The
increase in revenue generated in the U.K. can be attributed to an increase in
viral clearance orders.
Manufacturing services generated revenue of $1.7 million for the three
months ended March 31, 2000, an increase of 21.4% from revenue of $1.4 million
for the three months ended March 31, 1999. The increase in manufacturing
services can be attributed to increases in manufacturing revenue generated in
the U.S., partially offset by decreases in revenue generated in both the U.K.
and Germany. The increase in U.S. manufacturing revenue can be attributed to an
increase in orders for Phase I/II manufacturing.
Testing and development services and manufacturing services accounted
for 87.2% and 12.8%, respectively, of the Corporation's revenue for the three
months ended March 31, 2000, and 86.4% and 13.6%, respectively, of the
Corporation's revenue for the three months ended March 31, 1999.
Revenue generated in Europe increased from $1.8 million for the three
months ended March 31, 1999 to $2.1 million for the three months ended March 31,
2000, a 16.7% increase.
Cost of sales was $8.8 million for the three months ended March 31,
2000, an increase of 15.8% over cost of sales of $7.6 million for the three
months ended March 31, 1999. As a percentage of total revenue, cost of sales
decreased to 66.2% for the three months ended March 31, 2000 from 73.8% for the
three months ended March 31, 1999. Cost of sales increased due to increases in
direct labor and fringe benefits, direct materials and depreciation. The
increase in cost of sales is attributable to increases in costs incurred for
both testing and development and manufacturing services.
Gross profit for testing and development services was $4.4 million for
the three months ended March 31, 2000, an increase from a gross profit of $2.7
million for the three months ended March 31, 1999. Gross profit for
manufacturing services was $0.1 million for the three months ended March 31,
2000, while manufacturing services generated a gross profit of $27,000 for the
three months ended March 31, 1999. The increase in gross profit for both testing
and development and manufacturing services can be attributed to increases in
revenue in both segments, partially offset by increases in direct labor and
fringe benefits, direct materials and depreciation.
Gross profit for Europe increased from $0.4 million for the three
months ended March 31, 1999 to $0.9 million for the three months ended March 31,
2000, an increase of 125%.
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Selling, general and administrative expense was $3.8 million for the
three months ended March 31, 2000, a decrease of 7.3% from selling, general and
administrative expense of $4.1 million for the three months ended March 31,
1999. As a percentage of revenue, selling, general and administrative expenses
decreased to 28.6% for the three months ended March 31, 2000 from 39.8% for the
three months ended March 31, 1999. The decrease is due primarily to decreases in
labor and fringe costs and a decrease in the provision for bad debt expenses.
The decrease in bad debt expense relates to an improvement in the Corporation's
accounts receivable aging that benefited from a restructured collections
initiative.
Research and development expense remained constant at $0.4 million for
the three months ended March 31, 2000 and March 31, 1999. These expenses
represent the investment of internal resources to develop new methods and tests
to support the Corporation's services.
Income from operations was $0.3 million for the three months ended
March 31, 2000, compared to a loss from operations of $1.7 million for the three
months ended March 31, 1999. The change can be attributed to an increase in
revenue and a decrease in selling, general and administrative expenses,
partially offset by an increase in cost of sales.
Net interest and other expense was $2,000 for the three months ended
March 31, 2000, compared to net interest and other income of $0.2 million for
the three months ended March 31, 1999. Interest income decreased to $0.3 million
for the three months ended March 31, 2000 from $0.5 million for the three months
ended March 31, 1999. Interest expense decreased to $0.1 million for the three
months ended March 31, 2000 from $0.2 million for the three months ended March
31, 1999.
The provision for income taxes was $139,000 for the three months ended
March 31, 2000, compared to a benefit from income taxes of $366,000 for the
three months ended March 31, 1999. The Corporation's effective tax rate was
42.1% for the three months ended March 31, 2000 and 24.5% for the three months
ended March 31, 1999. The increase in the effective tax rate is the result of
the Corporation's generation of income before income taxes and a higher
proportion of higher rate U.S. and German sourced income.
Net income was $0.2 million for the three months ended March 31, 2000,
compared to a net loss of $1.1 million for the three months ended March 31,
1999. The net income can be attributed to an increase in revenue, partially
offset by increases in operating expenses and a decrease in the amount of net
other income generated.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation has funded its business through existing cash, cash
flows from operations, long-term bank loans and capital leases. At March 31,
2000, the Corporation had cash, cash equivalents and marketable securities of
$18.3 million, compared to cash, cash equivalents and marketable securities of
$18.8 million at December 31, 1999.
The Corporation generated cash flows from operations of $2.8 million
for the three months ended March 31, 2000, compared to $0.5 million for the
three months ended March 31, 1999. Net income (loss), as adjusted for
depreciation, amortization loss on disposal and deferred
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income taxes, provided $1.2 million and used $7,000 for the three months ended
March 31, 2000 and 1999, respectively. This increase in adjusted net income was
due primarily to the Corporation's net income for the three months ended March
31, 2000. Changes in other assets and liabilities provided cash of $1.6 million
for the three months ended March 31, 2000, primarily due to decreases in
accounts receivable and other current assets and increases in customer advances
and other current liabilities and partially offset by decreases in accounts
payable and other accrued liabilities. Changes in other assets and liabilities
provided cash of $0.5 million for the three months ended March 31, 1999,
primarily due to decreases in accounts receivable and other current assets and
partially offset by decreases in accounts payable, accrued employee compensation
and benefits, other accrued liabilities and customer advances and an increase in
customer deposits and other assets.
Working capital decreased to $24.8 million at March 31, 2000, from
$26.7 million at December 31, 1999. This decrease in working capital was due
primarily to a decrease in net accounts receivable resulting from increased
collections. This decrease was partially offset by a decrease in current
liabilities, resulting primarily from payment of accounts payable and accrued
employee compensation and benefits.
The Corporation moved into a new corporate headquarters and laboratory
facility in Rockville, Maryland in August 1998. The building was constructed
under a build-to-lease agreement with a developer. This new headquarters
facility consolidated existing research and development and administrative
activities and expanded the Corporation's laboratory and other capacity for
operations. The lease agreement for this facility requires the Corporation to
make noncancelable lease payments totaling approximately $11.1 million over the
next 13 years.
The Corporation's new manufacturing facility in Rockville, Maryland is
scheduled to be operational in the second quarter of 2000. In April 1998, the
Corporation entered into third-party leasing and subleasing arrangements with
Montgomery County, Maryland and a developer that provided for the construction
of this new manufacturing facility. These arrangements require the Corporation
to make net noncancelable lease payments totaling approximately $12.7 million
over the next 18 years and guarantee indebtedness of approximately $4.6 million
incurred by the developer to construct the facility.
The build-out and validation of the new U.S. manufacturing facility
has, and will continue to demand considerable time and resources. This operation
will likely constrain earnings for the Corporation until later this year.
The arrangements with Montgomery County and the developer require the
Corporation to account for the leases and subleases of the manufacturing
facility as capital leases. The assets underlying the capital leases are
included with the Corporation's owned property and equipment as of March 31,
2000. Property and equipment at March 31, 2000 included approximately $7.4
million related to these capital leases. The related obligation is included in
the Corporation's liabilities at March 31, 2000.
During the three months ended March 31, 2000 and 1999, the Corporation
invested $2.9 million and $0.6 million, respectively, for capital expenditures.
Capital expenditures for the three months ended March 31, 2000 were primarily
related to leasehold improvements and
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equipment for the new U.S. manufacturing facility. Also during the first quarter
of 2000, the Corporation acquired an additional $0.2 million of property and
equipment under capital lease agreements relating to the new U.S. manufacturing
facility.
At March 31, 2000, the Corporation had commitments to spend
approximately $6.7 million in capital expenditures, including leasehold
improvements, laboratory equipment and information systems. Of this $6.7
million, the Corporation is committed to spend $1.9 million for leasehold
improvements and laboratory equipment related to the new U.S. manufacturing
facility.
The Corporation expects to continue expanding its operations through
internal growth, geographic expansion and possible strategic acquisitions. The
Corporation expects to fund its growth from existing cash, cash flows from
operations, bank borrowings and lease financing. Although the Corporation has no
agreements or arrangements in place with respect to any future acquisition,
there may be acquisition or other growth opportunities that require additional
external financing, and the Corporation may, from time to time, seek to obtain
funds from public or private issuances of equity or debt securities on a
strategic basis. There can be no assurances that such financing will be
available on terms acceptable to the Corporation.
Based on its current operating plan, the Corporation believes that
available liquid resources are sufficient to meet its foreseeable cash needs.
BORROWINGS AND CREDIT FACILITIES
The Corporation has a mortgage loan of $4,300,000 from NationsBank with
a maturity date of November 30, 2009 (the "Mortgage Loan") that was used to
finance the construction of one of its facilities in Rockville, Maryland. In
addition to a principal payment of $10,576 per month, the Mortgage Loan bears
interest at the London Inter-Bank Offering Rate ("LIBOR") plus the applicable
LIBOR Rate Additional Percentage ("LIBOR Rate Option"). The LIBOR Rate Option
ranges from 1.0% to 2.15% depending on the Corporation achieving certain funded
debt to EBITDA ratios. At March 31, 2000, the applicable interest rate on the
Mortgage Loan was 8.28% and the LIBOR Rate Option was 2.15%. At March 31, 2000,
approximately $2.5 million was outstanding on the Mortgage Loan.
From 1995 to 1999, the Corporation had in place an interest rate swap
agreement whereby the variable interest rate portion of the Mortgage Loan was
effectively converted into debt with a fixed rate of 6.55% per annum. This
agreement expired on November 30, 1999. Amounts paid or received under the
interest rate swap agreement were recognized as interest income or expense in
the periods in which they accrued and were recorded in the same category as that
arising from the Mortgage Loan. The Corporation believes that the effect of the
interest rate swap agreement on interest expense was not material.
The Corporation has available borrowings up to $2,000,000 under the
terms of a revolving loan agreement with Bank of America. The revolving loan
agreement requires monthly interest payments on the unpaid principal. The unpaid
principal and all unpaid accrued interest is payable in full on May 31, 2001,
and the line of credit expires at that time. Amounts borrowed under the
revolving loan agreement bear interest at the LIBOR rate plus the applicable
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LIBOR Rate option that ranges from 0.85% to 2.0% depending on the Corporation
achieving certain funded debt to EBITDA ratios. During the first three months of
2000, no amounts were borrowed under this revolving loan agreement.
The Corporation financed the acquisition of BIOMEVA in July 1996 and
obtained additional funds for working capital and expansion of its business
through a promissory note with Bank of America in the amount of $1.8 million.
The note matures on June 30, 2001. The note requires monthly principal payments
of $30,000 and bears interest at the same rate as the Mortgage Loan. At March
31, 2000, $0.5 million was outstanding on the note, and the interest rate on the
note was 8.28%. The amendment requires the Corporation to continue making
monthly principal payments of $30,000 plus interest through June 30, 2001.
All of the Corporation's agreements with Bank of America are cross
collateralized and are secured by a deed of trust on one of the Corporation's
laboratory facilities in Rockville, Maryland. The agreements require the
Corporation to comply with financial and restrictive covenants, including fixed
charge coverage and funded debt to EBITDA ratios. Specifically, the Corporation
must:
- Maintain a ratio of total funded indebtedness to EBITDA not
greater than 3.50 to 1.00 as of the end of each fiscal quarter,
calculated on the preceding four-quarter period. EBITDA is defined
as earnings before interest, taxes, depreciation and amortization.
- Maintain a fixed charge coverage ratio as of the end of each
quarter of at least 1.25 to 1.00. This ratio is determined by
dividing EBITDA by the sum of interest expense and
current-maturities of long-term debt and capital leases.
The Bank of America waived the Corporation's non-compliance of the
funded debt to EBITDA covenant which occurred in the first quarter of 2000.
On July 1, 1999, the Corporation received the proceeds of a $3,000,000
loan from the Department of Business and Economic Development, a department of
the State of Maryland. The Corporation is required to use the proceeds for
expansion and relocation activities in Rockville, Maryland. The loan requires
quarterly principal payments of $107,143 plus accrued interest and matures on
June 30, 2006. The loan bears interest at rates from 0% to 7.5% based on the
Corporation's achieving specific employment levels over the next six years. The
terms of the loan contain annual reporting requirements, including the reporting
of employment data. At March 31, 2000, approximately $2.7 million was
outstanding on the loan.
14
<PAGE> 15
FOREIGN CURRENCY
The accounts of the Corporation's international subsidiaries are
measured using local currency as the functional currency. Assets and liabilities
of these subsidiaries are translated into United States dollars at period-end
exchange rates, and revenue and expense accounts are translated at average
monthly exchange rates. Net exchange gains and losses resulting from such
translations are excluded from net income and are accumulated in a separate
component of stockholders' equity.
Since the revenues and expenses of the Corporation's international
operations generally are denominated in local currencies, exchange rate
fluctuations between such local currencies and the United States dollar subject
the Corporation to currency translation risk with respect to the reported
results of its international operations, as well as to other risks associated
with international operations. The Corporation derived 15.8% of its revenue for
the three months ended March 31, 2000 and 17.5% of its revenue for the three
months ended March 31, 1999 from services performed outside of the United
States. In addition, the Corporation may be subject to currency risk when the
Corporation's service contracts are denominated in a currency other than the
currency in which the Corporation incurs expenses related to such contracts.
There can be no assurance that the Corporation will not experience
fluctuations in financial results from the Corporation's operations outside the
United States, and there can be no assurance the Corporation will be able,
contractually or otherwise, to reduce the currency risks associated with its
operations. Although at the present time the Corporation does not use derivative
financial instruments to manage or control foreign currency risk, there can be
no assurance that the Corporation will not use such financial instruments in the
future or that any such use will be successful in managing or controlling
foreign currency risk.
EUROPEAN MONETARY UNION
Within Europe, the European Economic and Monetary Union (the "EMU")
introduced a new currency, the Euro, on January 1, 1999. The new currency is in
response to the EMU's policy of economic convergence to harmonize trade policy,
eliminate business costs associated with currency exchange and to promote the
free flow of capital, goods and services.
On January 1, 1999, the participating countries adopted the Euro as
their local currency, initially available for currency trading on currency
exchanges and non-cash (banking) transactions. The existing local currencies, or
legacy currencies, are planned to remain legal tender through January 1, 2002.
Beginning on January 1, 2002, Euro-denominated bills and coins are planned to be
issued for cash transactions. For a period of six months from this date, both
legacy currencies and the Euro are planned to be legal tender. On or before July
1, 2002, the participating countries are planned to withdraw all legacy currency
and use the Euro exclusively.
The introduction of the Euro may have potential implications for the
Corporation's existing operations. Currently, Germany is the only country in
which the Corporation has operations that is participating in the Euro. While
the United Kingdom is a member of the EMU, it is not participating in the Euro
conversion at this time; however, it may elect to convert to the
15
<PAGE> 16
Euro at a later date. Consequently, we are unable to forecast with accuracy
whether the conversion to the Euro will have an adverse impact on the
Corporation, but potential risks include the costs of modifying our software and
information systems, as well as changes in the conduct of business and in the
principal European markets for our products and services. Based on the
Corporation's work to date, it does not expect to experience any operational
disruptions or incur any costs as a result of the introduction of the Euro that
would materially affect the Corporation's liquidity or capital resources.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires all
derivatives to be recorded on the balance sheet at fair value and establishes
"special accounting" for the following three different types of hedges: hedges
of changes in the fair value of assets, liabilities or firm commitments; hedges
of the variable cash flows of forecasted transactions; and hedges of foreign
currency exposures of net investments in foreign operations. SFAS 133 is
effective for years beginning after June 15, 1999, with earlier adoption
permitted. On July 8, 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133." SFAS No. 137 defers the effective date of SFAS 133
until fiscal years beginning after June 15, 2000. The Corporation believes that
the effect of adoption of SFAS 133 will not be material.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, which summarizes certain of the SEC
staff's view in applying generally accepted accounting principles to revenue
recognition in financial statements. The Staff Accounting Bulletin is effective
for the year beginning January 1, 2000. In March 2000, the SEC issued SAB No.
101A. This guidance defers the effective date of SAB No. 101 until the fiscal
quarter ending June 30, 2000 and permits a change that may result from the
application of this guidance to be reported as a change in accounting principle.
The initial adoption of this guidance is not anticipated to have a material
impact on the Corporation's results of operations or financial position,
however, the guidance may impact the way in which the Corporation will account
for future transactions.
16
<PAGE> 17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
The Corporation is exposed to market risk from adverse changes in
interest rates and foreign currency exchange rates.
INTEREST RATE RISKS
The Corporation is exposed to interest rate risk primarily through its
investments in short-term marketable securities and cash equivalents and its
debt agreements. The Corporation's investment policy calls for investment in
short-term, low risk instruments. At March 31, 2000, the Corporation had $6.5
million invested in government and governmental agency securities. A rise in
interest rates would have an adverse impact on the fair market value of fixed
rate securities. If interest rates fall, floating rate securities may generate
less interest income. The Corporation manages its exposure to interest rate
risks through investing in securities with maturities of one year or less.
Additionally, the Corporation is exposed to risk from changes in
interest rates as a result of its borrowing activities. At March 31, 2000, the
Corporation had total debt of $13.7 million. The Corporation's debt consists of
a mortgage loan with approximately $2.5 million outstanding, a promissory note
with approximately $0.5 million outstanding, a State of Maryland loan with
approximately $2.7 million outstanding, and capital lease obligations of
approximately $8.0 million outstanding. In the past, the Corporation has
partially managed its exposure to losses through an interest rate swap agreement
related to the mortgage loan, but this swap agreement expired on November 30,
1999.
FOREIGN CURRENCY EXCHANGE RISK
The Corporation's international operations are subject to foreign
exchange rate fluctuations. The Corporation derived 15.8% and 17.5% of its
revenue for the three months ended March 31, 2000 and 1999, respectively, from
services performed in the United Kingdom and Germany. Since the revenue and
expenses of the Corporation's international operations generally are denominated
in local currencies, exchange rate fluctuations between such local currencies
and the United States dollar will subject the Corporation to currency
translation risk with respect to the reported results of its foreign operations,
as well as to risks sometimes associated with international operations. In
addition, the Corporation may be subject to currency risk when the Corporation's
service contracts are denominated in a currency other than the currency in which
the Corporation incurs expenses related to such contracts. The United Kingdom
and Germany have traditionally had relatively stable currencies. The Corporation
currently does not hedge its foreign currency exposure. Management does not
believe that the Corporation's exposure to foreign currency rate fluctuations is
material.
17
<PAGE> 18
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Form 10-K filed March 30, 2000.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
As of March 31, 2000, the Corporation had used approximately $18.7
million of the net proceeds from the Corporation's initial public offering
toward debt repayment and purchases of laboratory equipment, information systems
hardware and software, and interior construction and furnishings of the
Corporation's new facility.
At March 31, 2000, approximately $6.5 million of the net proceeds of
the initial public offering were invested in short-term United States government
securities, and the balance was invested in money market funds, pending the
purchase of additional United States government securities, or in other
operating accounts of the Corporation.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 11, 2000
BioReliance Corporation
(Registrant)
By /s/ Capers W. McDonald
-----------------------------------------------
Capers W. McDonald
President, Chief Executive Officer and Acting Chief
Financial Officer
19
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