================================================================================
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, 1998, 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 02379-1040
- ------------------------ ----------------------
(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 April 30, 1998 was 4,645,426.
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<PAGE>
Part I. Financial Information
Item 1. Financial Statements
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months
Ended March 31,
----------------------
1998 1997
---------- ----------
REVENUE:
Products $3,063,359 $2,126,956
Services 3,209,436 2,082,093
---------- ----------
Total revenue 6,272,795 4,209,049
COSTS AND EXPENSES:
Cost of product sales 1,771,751 1,055,422
Cost of services 2,323,211 1,475,532
Research and development 432,389 236,750
Acquired research and development 850,000 -
Selling and marketing 928,612 613,360
General and administrative 1,029,936 679,207
---------- ----------
Total operating costs and expenses 7,335,899 4,060,271
(Loss) income from operations (1,063,104) 148,778
Interest income, net 23,559 97,486
---------- ----------
(Loss) income before income taxes (1,039,545) 246,264
Benefit from (provision for) income taxes 395,027 (98,506)
---------- ----------
Net (loss) income $ (644,518) $ 147,758
========== ==========
Net (loss) income per share, basic $ (0.14) $ 0.03
Net (loss) income per share, diluted $ (0.14) $ 0.03
Number of shares used to calculate net income per share
Basic 4,632,061 4,380,024
Diluted 4,632,061 4,825,582
The accompanying notes are an integral part of the Consolidated Financial
Statements
2
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
----------- ------------
1998 1997
----------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 642,684 $ 2,772,360
Accounts receivable, less allowances of $515,978
in 1998 and $446,517 in 1997 4,900,109 5,558,710
Inventories 6,378,583 5,902,821
Prepaid expense and other 784,964 288,481
Deferred income taxes 336,490 328,562
----------- ------------
Total current assets 13,042,830 14,850,934
----------- ------------
Property and equipment, net 5,518,732 4,980,164
OTHER ASSETS:
Long term investment 1,482,500 1,482,500
Goodwill and other intangibles, net 2,150,662 2,212,220
Notes receivable and other 111,983 124,178
----------- ------------
3,745,145 3,818,898
----------- ------------
TOTAL ASSETS $22,306,707 $23,649,996
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long term debt $ 14,475 $ 14,878
Accounts payable 1,952,569 2,218,685
Accrued compensation 850,574 1,103,837
Accrued income taxes -- 132,802
Other accrued expenses 565,213 498,247
Deferred revenue 973,189 1,249,024
----------- ------------
Total current liabilities 4,356,020 5,217,473
----------- ------------
LONG-TERM LIABILITIES:
Deferred rent and other liabilities 353,378 215,937
Deferred income taxes 135,324 149,333
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; authorized
20,000,000 shares in 1998 and 1997; issued
and outstanding 4,644,676 in 1998 and
4,622,566 in 1997 46,447 46,226
Additional paid-in capital 16,068,078 16,029,049
Retained earnings 1,347,460 1,991,978
----------- ------------
Total stockholders' equity 17,461,985 18,067,253
----------- ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $22,306,707 $23,649,996
=========== ============
The accompanying notes are an integral part of the Consolidated Financial
Statements
3
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months
Ended March 31,
--------------------------
1998 1997
------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (644,518) $ 147,758
Adjustments to reconcile net income to net
cash (used in) provided by operating
activities:
Depreciation and amortization 326,890 166,774
Provision for doubtful accounts 50,756 10,554
Deferred rent and other liabilities 137,441 (26,958)
Deferred income taxes (21,937) -
Acquired research and development 850,000 -
Changes in operating assets and liabilities:
Accounts receivable 607,845 261,243
Inventories (475,762) (281,248)
Prepaid expenses (496,483) (76,684)
Accounts payable (266,116) 155,149
Accrued compensation and other expenses (319,099) (530,599)
Deferred revenue (275,835) 227,054
------------ ------------
Net cash (used in) provided by
operating activities (526,818) 53,043
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquired research and development (850,000) -
Additions to property and equipment (803,655) (400,362)
Advances under notes receivable
and other assets 11,950 (726,175)
------------ ------------
Net cash used in investing activities (1,641,705) (1,126,537)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (403) (3,089)
Proceeds of common stock issued 39,250 13,500
------------ ------------
Net cash provided by financing activities 38,847 10,411
------------ ------------
DECREASE IN CASH AND CASH EQUIVALENTS: (2,129,676) (1,063,083)
Cash and cash equivalents, beginning of period 2,772,360 8,082,642
------------ ------------
Cash and cash equivalents, end of period $ 642,684 $ 7,019,559
============ ============
The accompanying notes are an integral part of the 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 the
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 months ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1998. 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, 1997 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) Use of Estimates
In conformity with generally accepted accounting principles,
management is required to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, and expenses for the
periods presented. Such estimates include reserves for uncollectable accounts
receivable as well as the net realizable value of its inventory. Actual
results could differ from the estimates and assumptions used by management. As
a result of the completion of the expansion and renovation of the Company's
manufacturing and corporate headquarters building in Massachusetts, the useful
life of the building to the Company has been increased. Accordingly, the
Company extended the asset life of its building from 15 to 30 years.
(3) Inventories
Inventories consisted of the following:
March 31, December 31,
1997 1997
---------- ----------
Raw materials.............................. $2,033,040 $2,033,040
Work-in-process............................ 1,190,567 1,190,567
Finished goods............................. 2,679,214 2,679,214
---------- ----------
$5,902,821 $5,902,821
========== ==========
(4) Comprehensive Income
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS 130) is effective for fiscal years beginning after
December 15, 1997. SFAS 130 requires that changes in comprehensive income be
shown in a financial statement that is displayed with the same prominence as
other financial statements. The Company adopted SFAS 130 in the first quarter
of fiscal year ended December 31, 1998. Adoption of this statement has had no
impact on the Company's consolidated financial position and results of
operations as comprehensive income (loss) is the same as net income (loss).
(5) Acquired Research and Development
In March 1998, the Company acquired from BioSeq, Inc.("BioSeq"), the
sole and exclusive worldwide right to development stage technology, including
the use of BioSeq technical information, licensed processes and improvements
to develop, manufacture, market and sell or sublicense products or services in
the field of human in vitro immunodiagnostics. Under this agreement, the
Company will pay BioSeq an annual royalty based on net sales to customers and
sublicensees. The agreement is effective March 20, 1998 and ends on the date
the last patent expires, which is approximately 16 years. In accordance with
accounting standards for development stage technology, the purchase price,
minimum royalty payments and acquisition costs totaling $850,000, were
expensed in the current period.
5
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) Computation of Net Income 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 was required under the provisions of the previous
standard-Accounting Principles Board opinion No. 15. The following illustrates
the computation of basic and diluted net income per share.
Quarter Ended March 31,
------------------------
1998 1997
----------- ----------
Shares, basic 4,632,061 4,380,024
Net effect of dilutive common stock
equivalents-based on treasury stock
method using average market price * - 445,558
----------- ----------
Shares, diluted 4,632,061 4,825,582
=========== ==========
Net (loss) income, basic and diluted $ (644,518) $ 147,758
=========== ==========
Net (loss) income per share-basic (0.14) 0.03
Net (loss) income per share-diluted (0.14) 0.03
=========== ==========
* Potentially dilutive securities of 246,148 were not included
in the computation of diluted earnings per share because to do
so would have reduced the loss per share for the three months
ended March 31, 1998.
6
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition.
Three Months Ended March 31, 1998 and 1997
Total revenue increased 49.0%, or $2,064,000, to $6,273,000 for the
quarter ended March 31, 1998 from $4,209,000 in the prior year period. This
increase was the result of an increase in product sales of 44.0%, or $936,000,
to $3,063,000 from $2,127,000 and an increase in specialty laboratory services
of 54.1%, or $1,127,000, to $3,209,000 from $2,082,000. The inclusion of BBI
Source Scientific in first quarter results for the first time added to product
and service revenues in the amounts of $467,000 and $731,000, respectively.
The remaining increase in product revenue was primarily the result of an
overall sales increase of 27% in Quality Control Products, due to continued
strong sales of new and existing Accurun( and TQS panel products. The
remaining increase in service revenue was primarily attributable to the
continued growth in molecular testing, immunological testing and strong
performance from several new research contracts. Revenue increases were driven
primarily by higher volume.
Gross profit increased 29.8% or $500,000, to $2,178,000 for the
current quarter from $1,678,000 in the prior year period. Product gross profit
increased 20.5% or $220,000 to $1,292,000 in 1998 from $1,072,000 in the prior
year quarter, and product gross profit margin declined to 42.2% in 1998 from
50.4%. This decrease was caused by relatively low laboratory instrument sales
in 1998, while fixed costs remained relatively high, resulting in lower
margins. Service gross profit increased 46.1% or $280,000 to $886,000 in 1998
from $606,000 in the prior year, but margins declined to 27.6% in 1998 from
29.1% in 1997 as a result of higher occupancy costs at the Company's new
contract research facility in Gaithersburg, Maryland.
Research and development expenses increased 82.6%, or $195,000, to
$432,000 for the current quarter from $237,000 in the prior year period. The
increase relates to continued work on the development of BBI Source's
PlateMate( plate reader and reflectance reader projects.
There was a one time accounting charge of $850,000 for the quarter
ended March 31, 1998 related to the acquisition of the worldwide exclusive
rights to BioSeq Inc's immunodiagnostic research and development technology.
Selling and marketing expenses increased 51.4%, or $315,000, to
$928,000 for the current quarter from $613,000 in the prior year period. This
increase was primarily attributable to increased personnel costs associated
with the expansion of the TQS sales, marketing and technical support staff as
well as additions to the clinical laboratory sales staff.
General and administrative expenses increased 51.6%, or $351,000, to
$1,030,000 for the current quarter from $679,000 in the prior year period.
This increase was primarily a result of the July 1, 1997 acquisition of BBI
Source Scientific as well as additional MIS and Human Resource personnel.
The Company generated an operating loss of ($1,063,000) in the first
quarter of 1998 versus an operating profit of $149,000 during the same period
of 1997. The loss was a result of the above mentioned charge to earnings for
acquired research and development as well as losses from the Company's
laboratory instrumentation and biotech operations.
Net interest income decreased 75.8%, or $74,000 to $23,000 for the
current quarter from $97,000 in the prior year period. The Company completed
significant investment in technology and infrastructure during 1997 and the
first quarter of 1998 thereby lowering the cash and cash equivalents available
to invest.
The Company provided taxes at the combined federal and state statutory
rate of 38% in the current quarter and 40% in the prior year period.
7
Liquidity and Financial Condition
At March 31, 1998, the Company has cash and cash equivalents of
approximately $643,000 and working capital of $8,701,000. Trade accounts
receivable declined $608,000 or 10% as first quarter 1998 sales showed their
normal decline from their peak fourth quarter level. Inventory grew 8% to
$6,379,000 as the Company moved to stockpile certain strategic plasma and
serum for its Quality Control Products.
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 three months ended March 31, 1998
was ($527,000) as compared to cash provided by operations of $53,000 in the
prior year period. This decrease in cash flow was primarily attributable to
the net loss for the period, increased inventory of strategic materials, and
payment of year end commissions.
Cash used in investing activities for the three months ended March 31,
1998 was $1,642,000 as compared to $1,127,000 in the prior year period. The
cash used relates to the acquired BioSeq research and development as described
above, as well as continued improvements at its Massachusetts and Maryland
facilities.
Cash provided by financing activities for the three months ended March
31, 1998 was $39,000 as compared to $10,000 in the prior year period. All of
the cash received was from stock options exercised during the period.
The Company anticipates capital expenditures from the expansion of the
West Bridgewater facility to be completed early in the third quarter of 1998.
The Company also expects to replace its business information software over the
next nine months. The Company believes that existing cash balances, the
borrowing capacity available under its new revolving line of credit and cash
generated from operations are sufficient to fund operations and anticipated
capital expenditures for the foreseeable future. Except for purchase orders in
connection with the manufacturing expansion, there were no material financial
commitments for capital expenditures as of March 31, 1998, and currently there
are no material commitments for capital or investment expenditures.
Recent Accounting Pronouncements
Statement of Financial Accounting Standards No. 132, "Employers'
Disclosure about Pensions and Other Postretirement Benefits" (SFAS 132) is
effective for fiscal years beginning after December 15, 1997. SFAS 132
revises employers' disclosures about pension and other postretirement benefit
plans. It does not change the measurement or recognition of those plans. The
Company will adopt SFAS 132 in the fiscal year ended December 31, 1998.
Year 2000 Computer Systems Compliance
Concerns have been widely expressed regarding the inability of certain
computer programs to process date information beyond year 1999. These concerns
focus on the impact of the Year 2000 problem on business operations and the
potential costs associated with identifying and addressing the problem. The
Company is in the process of evaluating and taking steps to deal with the
potential impact of this problem in areas under its control, including its
products and sources of supply, as well as its operations management,
administration and financial systems.
Based on its review to date, the Company believes that its products
are "Year 2000 compliant." The Company has confirmed with existing software
vendors that year 2000 compliant versions either exist or will be available to
upgrade or replace its operations management, administrative and financial
systems. The Company plans to begin a program to survey major suppliers to
determine the status and schedule for their Year 2000 compliance. Where it
believes that a particular supplier's situation poses unacceptable risks, the
Company plans to identify an alternative source.
8
Based upon its review, the Company does not believe that the Year 2000
problem will have a material adverse effect on the Company. However, there can
be no assurances that failure to comply with Year 2000 by parties outside its
control will not have a material adverse affect on the Company.
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 Source
Scientific, Inc. into the Company's business; inability of the Company to grow
the sales of Source Scientific, Inc. to the extent anticipated; failure to
execute a definitive agreement with ABX Hematologie for the transfer to them
of certain service activities in connection with modification of the existing
contract and there can be no assurances that ABX will not seek to further
modify the relationship in the future; a material adverse change in the
business, financial condition or prospects of BioSeq, Inc., an early stage
biotechnology company in which the Company has made a significant investment,
including inability to develop its technology to the level of commercial
utilization; 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).
9
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**
10
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 Gaithersberg,
Maryland facility between B.F. Saul Real Estate
Investment Trust and the Company
10.28 Lease Agreement, dated January 30, 1995, for Garden
Grove, California facility between TR Bell., Cal Corp.
and the Company.
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
None
11
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: May 14, 1998 By /s/ Kevin W. Quinlan
-------------------- --------------------------------------------
Kevin W. Quinlan, Chief Financial Officer
(Principal Financial Officer)
12
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
10.21 Warrant Agreement, dated October 7, 1996, between BioSeq, Inc. A**
and the Company
13
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 Gaithersberg, Maryland E**
facility between B.F. Saul Real Estate Investment Trust and the
Company
10.28 Lease Agreement, dated January 30, 1995, for Garden Grove, F**
California facility between TR Bell., Cal Corp. and the
Company.
21.1 Subsidiaries of the Company F**
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 Annual Report on Form
10K for the financial year ended December 31, 1996.
D Incorporated by reference to the Company's Quarterly Report on
Form 10Q for the fiscal quarter ended March 31, 1997.
E Incorporated by reference to the Company's Quarterly Report on
Form 10Q for the fiscal quarter ended June 30, 1997.
F Incorporated by reference to the Company's Annual Report on Form
10K for the financial year ended December 31, 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.
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 642,684
<SECURITIES> 0
<RECEIVABLES> 5,416,087
<ALLOWANCES> 515,978
<INVENTORY> 6,378,583
<CURRENT-ASSETS> 13,042,830
<PP&E> 8,453,567
<DEPRECIATION> 2,934,835
<TOTAL-ASSETS> 22,306,707
<CURRENT-LIABILITIES> 4,356,020
<BONDS> 353,378
0
0
<COMMON> 16,114,525
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 22,306,707
<SALES> 3,063,359
<TOTAL-REVENUES> 6,272,795
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</TABLE>
