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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 September 30, 1997, 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 000-21615
------------
BOSTON BIOMEDICA, INC.
(Exact name of Registrant as Specified in its Charter)
Massachusetts 04-2652826
- ------------------------ ----------------------
(State or other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
375 West Street,
West Bridgewater,
Massachusetts 02379
- ------------------------ ----------------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (508) 580-1900
--------------
Indicate by check 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 [ ]
The number of shares outstanding of the Registrant's only class of common
stock as of October 31, 1997 was 4,467,576.
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<PAGE>
Part I. Financial Information
Item 1. Financial Statements
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- ------------------------------
1997 1996 1997 1996
------------ ------------ ------------- -------------
REVENUE:
<S> <C> <C> <C> <C>
Product sales $3,342,772 $2,021,462 $ 7,886,684 $ 5,967,221
Services 2,797,010 1,993,269 7,111,101 4,975,893
------------ ------------ ------------- -------------
Total revenue 6,139,782 4,014,731 14,997,785 10,943,114
COSTS AND EXPENSES:
Cost of product sales 1,783,485 1,044,513 4,110,569 3,051,346
Cost of services 1,815,023 1,218,193 4,746,749 3,467,803
Research and development 378,451 169,157 872,196 530,776
Selling and marketing 870,425 593,523 2,259,379 1,508,812
General and administrative 940,403 641,501 2,314,485 1,729,949
------------ ------------ ------------- -------------
Total operating costs and expenses 5,787,787 3,666,887 14,303,378 10,288,686
Income from operations 351,995 347,844 694,407 654,428
Interest income (expense), net 58,250 (76,757) 254,920 (245,226)
------------ ------------ ------------- -------------
Income before income taxes 410,245 271,087 949,327 409,202
Provision for income taxes (164,098) (108,435) (379,731) (163,681)
------------ ------------ ------------- -------------
Net income $ 246,147 $ 162,652 $ 569,596 $ 245,521
============ ============ ============= =============
Net income per share $ 0.05 $ 0.05 $ 0.12 $ 0.08
============ ============ ============= =============
Weighted average common and common
equivalent shares outstanding 4,802,878 3,313,108 4,804,942 3,251,885
</TABLE>
See Notes to Consolidated Financial Statements
2
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
------------- -------------
1997 1996
------------- -------------
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 2,387,874 $ 8,082,642
Accounts receivable, less allowances of $425,852 in 1997 and
$352,058 in 1996 4,611,811 3,415,994
Inventories 5,737,191 4,180,334
Prepaid expense and other 388,896 239,950
Deferred income taxes 308,490 283,200
------------- -------------
Total current assets 13,434,262 16,202,120
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Property and equipment, net 4,219,094 2,699,158
OTHER ASSETS:
Long term investment 1,482,500 732,500
Goodwill and other intangibles, net 2,240,995 95,302
Notes receivable and other 122,071 69,234
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3,845,566 897,036
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TOTAL ASSETS $21,498,922 $19,798,314
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long term debt $ 26,903 $ 12,820
Accounts payable 1,507,318 991,839
Accrued compensation 868,994 840,666
Accrued income taxes 162,998 427,140
Other accrued expenses 492,519 264,262
Deferred revenue 1,105,499 829,477
------------- -------------
Total current liabilities 4,164,231 3,366,204
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LONG-TERM LIABILITIES:
Deferred rent and other liabilities 228,406 40,948
Deferred income taxes 92,506 101,580
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 20,000,000 shares in
1997 and 1996; issued and outstanding 4,466,826 in 1997 and
4,378,157 in 1996 44,668 43,782
Additional paid-in capital 15,412,371 15,258,656
Retained earnings 1,556,740 987,144
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Total stockholders' equity 17,013,779 16,289,582
------------- -------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $21,498,922 $19,798,314
============= =============
</TABLE>
See Notes to Consolidated Financial Statements
3
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Nine Months Ended
September 30,
---------------------------
1997 1996
------------ -----------
CASH FLOWS (FOR) FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 569,596 $245,521
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization 596,747 432,490
Provision for doubtful accounts 140,676 186,992
Deferred rent (53,916) (60,194)
Deferred income taxes (34,364) 53,334
Changes in operating assets and liabilities:
Accounts receivable (926,265) (297,192)
Other assets (11,823) (2,575)
Inventories (474,671) (280,123)
Prepaid expenses (97,869) (43,278)
Accounts payable 86,323 59,977
Accrued compensation and other expenses (312,574) 279,372
Deferred revenue 187,330 233,950
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Net cash (used in) provided by operating activities (330,810) 808,274
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CASH FLOWS FOR INVESTING ACTIVITIES:
Payments for additions to property and equipment (1,652,588) (495,797)
Purchase of Intangible Assets (5,752) -
Purchase of long term investment (750,000) -
Net assets of acquisition, net of cash acquired (1,993,722) -
------------ -----------
Net cash used in investing activities (4,402,062) (495,797)
------------ -----------
CASH FLOWS FOR FINANCING ACTIVITIES:
Proceeds from long term debt - 226,300
Repayments of long-term debt (1,116,497) (932,912)
Proceeds of common stock issued 154,601 960,904
Initial public offering costs - (502,538)
------------ -----------
Net cash used in financing activities (961,896) (248,246)
------------ -----------
(DECREASE) INCREASE IN CASH: (5,694,768) 64,231
Cash and cash equivalents, beginning of period 8,082,642 11,463
------------ -----------
Cash and cash equivalents, end of period $2,387,874 $ 75,694
============ ===========
</TABLE>
See Notes to Consolidated Financial Statements
4
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Basis of Presentation
- -----------------------------
The accompanying unaudited consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of only normal
recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the three and nine months ended
September 30, 1997 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1997. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Form 10-K filing for the fiscal year
ended December 31, 1996 for Boston Biomedica, Inc. and Subsidiaries
(the "Company" or "Boston Biomedica"). Certain prior years' amounts in
the consolidated financial statements may have been reclassified to
conform to the current year's presentation.
(2) Inventories
- ----------------
Inventories consisted of the following:
September 30, December 31,
1997 1996
------------- -------------
Raw materials.................................. $2,125,707 $1,359,569
Work-in-process................................ 1,061,995 697,749
Finished goods................................. 2,549,489 2,123,016
------------- -------------
$5,737,191 $4,180,334
============= =============
(3) Computation of Income Per Share
- ------------------------------------
Net income per common share is computed based upon the weighted
average number of common shares and as appropriate, common equivalent
shares (using the treasury stock method) outstanding after certain
adjustments described below. Common equivalent shares consist of common
stock options and warrants outstanding. In accordance with Securities
and Exchange Commission Staff Accounting Bulletin No. 83, all common,
redeemable common, and common equivalent shares issued during the twelve
month period prior to the proposed date of the initial filing of the
Registration Statement have been included in the calculation as if they
were outstanding for all periods prior to the Initial Public Offering
(IPO) using the treasury stock method and an offering price of $8.50 per
share. Fully diluted net income per common share is not presented as it
does not materially differ from primary earnings per share.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
per Share." SFAS 128 establishes a different method of computing net
income per share than is currently required under the provisions of
Accounting Principles Board Opinion No. 15. Under SFAS No. 128, the
Company will be required to present both basic net income per share and
diluted net income per share. Basic net income per share for the three
months ended September 30, 1997 and 1996 would have been $.06. Basic net
income per share for the nine months ended September 30, 1997 and 1996
would have been $.13 and $.09 respectively. The Company has not yet
quantified what the impact of SFAS 128 will be on diluted income per
share. The Company plans to adopt SFAS 128 for periods after December
15, 1997 and at that time all historical net income per share data
presented will be restated to conform to the provisions of SFAS No. 128.
(4) Investment in BioSeq, Inc. (BioSeq).
- -----------------------------------------
In April 1997, the Company exercised its option to purchase an
additional 165,000 shares of BioSeq stock at an aggregate cost of
$750,000, thereby increasing its ownership of BioSeq to 19%. The
investment is carried at cost of $1,482,000 and classified as a long
term investment.
5
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Purchase of the net assets of Source Scientific, Inc.
- ---------------------------------------------------------
In July 1997, the Company, through its wholly owned subsidiary
BBI-Source Scientific, Inc., completed the acquisition of all of the
assets, business, and selected liabilities of Source Scientific, Inc.
("Source"). In addition to the cash payment of $1,894,000 to Source,
the total purchase price was $1,994,000 including consulting, legal,
accounting and other acquisition costs, net of cash acquired. The
acquisition is treated as an asset purchase as of July 1, 1997 and the
results of operations have been included since that date. The purchase
price exceeds the fair market value of net assets acquired by
approximately $2,202,000, which is recognized as goodwill and is being
amortized on a straight line basis over fifteen years.
The following pro forma information combines the consolidated
results of operations of the Company and Source Scientific, Inc. as if
the asset purchase had occurred at the beginning of 1996, after giving
effect to certain adjustments, including amortization of intangible
assets, increased interest expense on the acquisition debt, and related
income tax effects. The pro forma information is shown for comparative
purposes only and does not reflect the synergies expected to result from
the integration of Source's business into the Company's business.
Quarter Ended Nine Months Ended
September 30, September 30,
---------------------- ---------------------------
1997 1996 1997 1996
Actual Pro Forma Pro Forma Pro Forma
---------- ----------- ------------ -----------
Revenues 6,139,782 5,137,731 16,750,123 15,166,114
Operating income (loss) 351,995 47,844 (91,185) 147,202
Net income (loss) 246,147 28,706 (54,711) 88,321
EPS 0.05 0.01 (0.01) 0.03
6
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition.
Overview
The following Management's Discussion and Analysis reviews the Company's
Results of Operations for the three months and nine months ended
September 30, 1997 and 1996. Effective July 1, 1997, the Results of
Operations include the results of the Company's clinical diagnostic
instrument business purchased from Source Scientific, Inc. This
business and the related assets, with selected liabilities, was acquired
by a wholly owned subsidiary of the Company, BBI-Source Scientific, Inc.
("BBI-Source"), established to operate this instrument business. This
acquisition represents a significant portion of the fluctuations for the
third quarter of revenue and operating expenses, but did not have a
material impact on net income.
Three Months Ended September 30, 1997 and 1996
Total revenue increased 52.9%, or $2,125,000, to $6,140,000 for the
three months ended September 30, 1997 from $4,015,000 in the prior year
period. This increase was the result of an increase in product sales of
65.4%, or $1,322,000, to $3,343,000 from $2,021,000 and an increase in
specialty laboratory services of 40.3%, or $804,000, to $2,797,000 from
$1,993,000. Product revenue increased primarily due to the addition of
the results of the Company's subsidiary, BBI-Source, as well as
continued strong sales of Quality Control products including
Accurun(R) run controls and panels. The increase in service revenue was
primarily attributable to BBI-Source's inclusion in results, continued
strong sales of the Company's Specialty Clinical Laboratory Testing
services, especially the HIV molecular (PCR) test needed for disease
management programs, and additional revenue from several new contracts
at the Company's BBI-Biotech subsidiary.
Gross profit increased 45%, or $789,000, to $2,541,000 for the
current three months from $1,752,000 in the prior year period. The
overall gross profit margin decreased to 41.4% for the current three
months versus 43.6% in the prior year period. This decrease was
primarily driven by lower margins in BBI-Source's products and services
business, and lower margins in Specialty Clinical Laboratory Testing
services, partially offset by higher margins in the Company's Quality
Control Products. BBI-Source's service margins are expected to improve
as it ramps up its field service activities.
Research and development expenses increased 123.7%, or $209,000, to
$378,000 for the current three months from $169,000 in the prior year
period. This increase was primarily the result of additional research
project expenditures for new Quality Control Products, including panels
and Accurun(R), continued work on additional molecular tests for the
Company's Specialty Clinical Laboratory, and development expenditures
for BBI-Source's PlateMate(tm) plate reader instrument.
Selling and marketing expenses increased 46.7%, or $276,000, to
$870,000 for the current three months from $594,000 in the prior year
period. In addition to including BBI-Source, this increase was also
attributable to increased personnel costs associated with the addition
of field staff for Accurun(R) and the Specialty Clinical Laboratory,
increased spending for promotional materials, and increased travel
costs.
General and administrative expenses increased 46.6%, or $299,000, to
$940,000 for the current three months from $641,000 in the prior year
period. In addition to the effect of including BBI-Source for the first
time, this increase was also a result of increased MIS and other support
personnel, as well as the increased costs incurred as a public company.
Net interest income of $58,000 was earned for the three months ended
September 30, 1997 versus a ($77,000) expense in the prior year period
as the Company repaid most of its debt in the fourth quarter of 1996 and
invested its available cash in short term, investment grade securities.
For both periods, the Company provided taxes at the combined federal
and state statutory rate of 40%.
7
Nine Months Ended September 30, 1997 and 1996
Total revenue increased 37.1%, or $4,055,000, to $14,998,000 for the
nine months ended September 30, 1997 from $10,943,000 in the prior year
period. This increase was the result of an increase in product sales of
32.2%, or $1,920,000, to $7,887,000 from $5,967,000 and an increase in
specialty laboratory services of 42.9%, or $2,135,000, to $7,111,000
from $4,976,000. Product revenue increased primarily due to the addition
of BBI-Source for the third quarter as well as increased sales of
Quality Control Products, due to continued strong demand for both new
and existing Accurun(R) and panel products. The increase in service
revenue was primarily attributable to the addition of BBI-Source,
increases in Specialty Clinical Laboratory Testing revenue, particularly
from HIV molecular (PCR) tests, and additional revenue from several new
contracts at the Company's BBI-Biotech subsidiary.
Gross profit increased 38.8%, or $1,716,000, to $6,140,000 for the
current nine months from $4,424,000 in the prior year period. The
overall gross profit margin increased to 40.9% for the current nine
months versus 40.4% in the prior year period. The gross margin
improvement was driven by improved margins in services (from 30.3% in
1996 to 33.2% in 1997) as the Company continued to benefit from both the
addition of several new tests and higher volume in Specialty Clinical
Laboratory Testing, as well as improved margins in Quality Control
products. BBI-Source's lower margins had less of an effect for the nine
months as results were only included for the third quarter. In
general, the Company expects slightly lower margins from BBI-Source's
products. BBI-Source's service margins are expected to improve as it
ramps up its field service business.
Research and development expenses increased 64.3%, or $341,000, to
$872,000 for the current nine months from $531,000 in the prior year
period. This increase was primarily the result of additional research
project expenditures for new Quality Control Products, including panels
and Accurun(R), as well as continued work on additional molecular tests
for our Specialty Clinical Laboratory, and project expenditures for
BBI-Source's PlateMate(tm) plate reader instrument.
Selling and marketing expenses increased 49.7%, or $750,000, to
$2,259,000 for the current nine months from $1,509,000 in the prior year
period. In addition to including BBI-Source, this increase was
attributable to increased personnel costs as well as increased costs for
travel and promotional materials. The increased personnel costs are
associated with the addition of marketing, technical support, and field
sales staff for both Accurun(R) and the Specialty Clinical Laboratory.
General and administrative expenses increased 33.8%, or $584,000, to
$2,314,000 for the current nine months from $1,730,000 in the prior year
period. In addition to the effect of including BBI-Source for the first
time, this increase was primarily a result of increased MIS and other
support personnel, as well as the increased costs incurred as a public company.
Net interest income of $255,000 was earned for the nine months of
1997 versus a ($245,000) expense in the prior year period as the Company
repaid most of its debt in the fourth quarter of 1996 and invested its
available cash in short term, investment grade securities.
For both periods, the Company provided taxes at the combined federal
and state statutory rate of 40%.
Liquidity and Financial Condition
The Company has financed its operations to date through cash flow
from operations, borrowings from banks and sales of equity. With the
repayment of debt from the IPO proceeds, the Company expects its cash
flow and cash position to meet existing operational needs. In addition,
the Company has available to it a $7.5 million uncollateralized
revolving line of credit with its bank should additional needs arise.
Net cash used for operations for the nine months ended September 30,
1997 was ($331,000) as compared to $808,000 provided by operations in
the prior year period. This decrease in cash flow was primarily
attributable to increased working capital requirements for accounts
receivable, new product inventory, and payments of income taxes and
commissions.
8
Cash used in investing activities for the nine months ended
September 30, 1997 was ($4,402,000) as compared to ($496,000) in the
prior year period. This increase in investing activities was the result
of: 1) the acquisition of all of the assets, business, and selected
liabilities of Source Scientific, Inc.("Source") for $1,994,000 (see
below); 2) increased capital expenditures for improvements at the
Company's Massachusetts manufacturing facility and new contract research
facility in Maryland; and 3) the Company exercising its option to
purchase an additional 165,000 shares of BioSeq stock at an aggregate
cost of $750,000, thereby increasing its ownership of BioSeq to 19%. On
July 2, 1997, the Company completed the acquisition of Source's assets
and business at a contractually reduced purchase price of $1,994,000
including consulting, legal, accounting and other acquisition costs, net
of cash acquired, as Source's net worth had fallen below an agreed upon
minimum amount. The Company is accounting for the acquisition as an
asset purchase, and is amortizing goodwill of $2,202,000 over a fifteen
year period on a straight line basis.
Cash used in financing activities for the nine months ended
September 30, 1997 was ($962,000) as compared to ($248,000) in the prior
comparable year period. The prior year period use of cash was primarily
a $960,000 receipt from the sale of common stock offset by net debt
repayments of approximately $707,000 and payments for the Company's
planned initial public offering of $503,000. The net cash used in 1997
resulted from repayment of $1,107,000 of BBI-Source's debt, less
proceeds received from issuance of stock options exercised.
The Company anticipates capital expenditures for building and
leasehold improvements to continue over the near term as it completes
the expansion of its manufacturing capacity in West Bridgewater. In
addition, the Company has entered into a ten year lease agreement for
space for its Maryland operations and expects to incur costs for tenant
improvements over the next several months. The Company believes that
existing cash balances, the borrowing capacity available under its
revolving line of credit and cash generated from operations are
sufficient to fund operations and anticipated capital expenditures for
at least the next twelve months. There were no material financial
commitments for capital expenditures as of September 30, 1997, and
currently there are no material commitments for capital or investment
expenditures other than the manufacturing expansion and tenant
improvements all as previously discussed above.
Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
per Share." SFAS 128 establishes a different method of computing net
income per share than is currently required under the provisions of
Accounting Principles Board Opinion No. 15. Under SFAS No. 128, the
Company will be required to present both basic net income per share and
diluted net income per share. Basic net income per share for the three
months ended September 30, 1997 and 1996 would have been $.06. Basic net
income per share for the nine months ended September 30, 1997 and 1996
would have been $.13 and $.09 respectively. The Company has not yet
quantified what the impact of SFAS 128 will be on diluted income per
share. The Company plans to adopt SFAS 128 for periods after December
15, 1997 and at that time all historical net income per share data
presented will be restated to conform to the provisions of SFAS No. 128.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements
concerning the Company's financial performance and business operations.
The Company wishes to caution readers of this Quarterly Report on Form
10-Q that actual results might differ materially from those projected in
any forward-looking statements.
Factors which might cause actual results to differ materially from
those projected in the forward-looking statements contained herein
include the following: inability of the Company to develop the end user
market for quality control products; inability of the Company to
integrate the business of BBI-Source Scientific, Inc. into the Company's
business; inability of the Company to renew all of the existing field
service contracts recently assigned to BBI-Source Scientific, Inc.;
inability of the Company to grow the sales of BBI-Source Scientific,
Inc. to the extent anticipated; a material adverse change in the
business, financial condition or prospects of BioSeq, Inc., an early
stage biotechnology company in which the
9
Company has made a significant investment; inability of the Company to
obtain an adequate supply of the unique and rare specimens of plasma and
serum necessary for certain of its products; significant reductions in
purchases by any of the Company's major customers; and the potential
insufficiency of Company resources, including human resources, plant and
equipment and management systems, to accommodate any future growth.
Certain of these and other factors which might cause actual results to
differ materially from those projected are more fully set forth under
the caption "Risk Factors" in the Company's Registration Statement on
Form S-1 (SEC File No. 333-10759).
10
BOSTON BIOMEDICA, INC.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No.
-----------
3.1 Amended and Restated Articles of Organization of the
Company**
3.2 Amended and Restated Bylaws of the Company**
4.1 Specimen Certificate for Shares of the Company's Common
Stock**
4.2 Description of Capital Stock (contained in the Restated
Articles of Organization of the Company filed as Exhibit
3.1) **
10.1 Agreement, dated January 17, 1994, between Roche
Molecular Systems, Inc. and the Company**
10.2 Exclusive License Agreement, dated December 6, 1994,
between the University of North Carolina at Chapel Hill
and the Company**
10.3 Contract, dated September 30, 1995, between the National
Institutes of Health and the Company (No. 1-AI55273) **
10.4 Contract, dated September 30, 1995, between the National
Institutes of Health and the Company (No. 1-AI-55277) **
10.6 Agreement, dated October 1, 1995, between Ajinomoto Co.,
Inc. and the Company**
10.7 Lease Agreement, dated June 30, 1992, for Rockville,
Maryland Facility between Cambridge Biotech Corporation
and the Company**
10.8 Lease Agreement, dated July 28, 1995, for New Britain,
Connecticut Facility between MB Associates and the
Company**
10.9 Worcester County Institution for Savings Warrant dated
December 1, 1995 (No. 1) **
10.10 Worcester County Institution for Savings Warrant dated
July 26, 1993 (No. 2) **
10.11 Stock Purchase Agreement, dated June 5, 1990, between
G&G Diagnostics Limited Partnership I and the Company,
as amended**
10.14 Stock Purchase Agreement, dated April 26, 1996, between
Kyowa Medex Co., Ltd. And the Company**
10.15 1987 Non-Qualified Stock Option Plan**++
10.16 Employee Stock Option Plan**++
10.17 Underwriters Warrants, each dated November 4, 1996,
between the Company and each of Oscar Gruss & Son
Incorporated and Kaufman Bros., L.P. **
10.20 Purchase Agreement, dated October 7, 1996, between
BioSeq, Inc. and the Company**
10.21 Warrant Agreement, dated October 7, 1996, between
BioSeq, Inc. and the Company**
10.22 Stockholders' Agreement, dated October 7, 1996, between
BioSeq, Inc. and the Company**
10.23 License Agreement, dated October 7, 1996, between
BioSeq, Inc. and the Company**
10.24.1 Commercial Loan Agreement, dated as of March 28, 1997,
between The First National Bank of Boston and the
Company**
11
10.25 Asset Purchase Agreement, dated March 26, 1997 between
Source Scientific, Inc. and the Company**
10.26 Contract, dated March 1, 1997, between National Cancer
Institute and the Company**
10.27 Lease Agreement, dated May 16, 1997, for Rockville,
Maryland facility between B.F. Saul Real Estate
Investment Trust and the Company
11 Statement re: Computation of Per Share Earnings
21.1 Subsidiaries of the Company
27 Financial Data Schedule
________________________
++ Management contract or compensatory plan or arrangement.
** In accordance with Rule 12b-32 under the Securities Exchange Act
of 1934, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission,
which documents are hereby incorporated by reference.
(b) Reports on Form 8-K
The Company filed a form 8-K dated July 17, 1997 regarding the
acquisition of the assets, business, and selected liabilities of
Source Scientific, Inc.
12
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.
BOSTON BIOMEDICA, INC.
Date: November 14, 1997 By /s/ KEVIN W. QUINLAN
-------------------- -----------------------
Kevin W. Quinlan, Chief Financial Officer
(Principal Financial Officer)
13
BOSTON BIOMEDICA, INC.
EXHIBIT INDEX
EXHIBIT INDEX
- --------------
<TABLE>
<CAPTION>
Exhibit No. Reference
----------- -----------
<S> <C> <C>
3.1 Amended and Restated Articles of Organization of the Company A**
3.2 Amended and Restated Bylaws of the Company A**
4.1 Specimen Certificate for Shares of the Company's Common Stock A**
4.2 Description of Capital Stock (contained in the Restated A**
Articles of Organization of the Company filed as Exhibit 3.1)
10.1 Agreement, dated January 17, 1994, between Roche Molecular A**
Systems, Inc. and the Company
10.2 Exclusive License Agreement, dated December 6, 1994, between A**
the University of North Carolina at Chapel Hill and the
Company
10.3 Contract, dated September 30, 1995, between the National A**
Institutes of Health and the Company (No. 1-AI55273)
10.4 Contract, dated September 30, 1995, between the National A**
Institutes of Health and the Company (No. 1-AI-55277)
10.6 Agreement, dated October 1, 1995, between Ajinomoto Co., Inc. A**
and the Company
10.7 Lease Agreement, dated June 30, 1992, for Rockville, Maryland A**
Facility between Cambridge Biotech Corporation and the Company
10.8 Lease Agreement, dated July 28, 1995, for New Britain, A**
Connecticut Facility between MB Associates and the Company
10.9 Worcester County Institution for Savings Warrant dated A**
December 1, 1995 (No. 1)
10.10 Worcester County Institution for Savings Warrant dated A**
July 26, 1993 (No. 2)
10.11 Stock Purchase Agreement, dated June 5, 1990, between G&G A**
Diagnostics Limited Partnership I and the Company, as amended
10.14 Stock Purchase Agreement, dated April 26, 1996, between Kyowa A**
Medex Co., Ltd. and the Company
10.15 1987 Non-Qualified Stock Option Plan* A**
10.16 Employee Stock Option Plan* A**
10.17 Underwriters Warrants, each dated November 4, 1996, between B**
the Company and each of Oscar Gruss & Son Incorporated and
Kaufman Bros., L.P.
10.20 Purchase Agreement, dated October 7, 1996, between BioSeq, A**
Inc. and the Company
14
10.21 Warrant Agreement, dated October 7, 1996, between BioSeq, Inc. A**
and the Company
10.22 Stockholders' Agreement, dated October 7, 1996, between A**
BioSeq, Inc. and the Company
10.23 License Agreement, dated October 7, 1996, between BioSeq, Inc. A**
and the Company
10.24.1 Commercial Loan Agreement, as of dated March 28, 1997, between C**
The First National Bank of Boston and the Company
10.25 Asset Purchase Agreement, dated March 26, 1997 between Source C**
Scientific, Inc. and the Company
10.26 Contract, dated March 1, 1997, between National Cancer D**
Institute and the Company
10.27 Lease Agreement, dated May 16, 1997, for Rockville, Maryland E**
facility between B.F. Saul Real Estate Investment Trust and the
Company
11 Statement re: Computation of Per Share Earnings Filed herewith
21.1 Subsidiaries of the Company E**
27 Financial Data Schedule Filed herewith
</TABLE>
________________________
A Incorporated by reference to the Company's Registration
Statement on Form S-1 (Registration No. 333-10759)(the "Registration
Statement"). The number set forth herein is the number of the
Exhibit in said registration statement.
B Incorporated by reference to the Registration Statement, where
the Exhibit was filed as Exhibit No. 10.17 and contained in
Exhibit 1.1.
C Incorporated by reference to the Company's Form 10K filed
March 31, 1997.
D Incorporated by reference to the Company's Form 10Q filed
May 14, 1997.
E Incorporated by reference to the Company's Form 10Q filed
August 14, 1997.
* Management contract or compensatory plan or arrangement.
** In accordance with Rule 12b-32 under the Securities Exchange Act
of 1934, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission, which
documents are hereby incorporated by reference.
15
EXHIBIT 11
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
STATEMENT RE COMPUTATION OF INCOME PER SHARE
WEIGHTED AVERAGE SHARES
<TABLE>
<CAPTION>
Quarter Ended September 30, Nine Months Ended September 30,
--------------------------- -------------------------------
1997 1996 1997 1996
------------- ------------ -------------- --------------
<S> <C> <C> <C> <C>
Average common stock outstanding 4,437,556 2,690,064 4,407,158 2,628,841
Net effect of dilutive common stock
equivalents-based on treasury stock
method using average market price 365,322 623,044 397,784 623,044
------------- ------------ -------------- --------------
4,802,878 3,313,108 4,804,942 3,251,885
============= ============ ============== ==============
Net income $246,147 $162,652 $569,596 $245,521
Add: net reduction of interest on debt,
less 40% taxes - 10,450 - 10,450
Adjusted net income (loss) for earnings per
share calculation $246,147 $173,102 $569,596 $255,971
============= ============ ============== ==============
Net income per share 0.05 0.05 0.12 0.08
============= ============ ============== ==============
</TABLE>
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,387,874
<SECURITIES> 0
<RECEIVABLES> 5,037,663
<ALLOWANCES> 425,852
<INVENTORY> 5,737,191
<CURRENT-ASSETS> 13,434,262
<PP&E> 6,701,319
<DEPRECIATION> 2,482,225
<TOTAL-ASSETS> 21,498,922
<CURRENT-LIABILITIES> 4,164,231
<BONDS> 228,406
0
0
<COMMON> 15,457,039
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 21,498,922
<SALES> 7,886,684
<TOTAL-REVENUES> 14,997,785
<CGS> 4,110,569
<TOTAL-COSTS> 14,303,378
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 949,327
<INCOME-TAX> 379,731
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 569,596
<EPS-PRIMARY> .12
<EPS-DILUTED> .12
</TABLE>
