<PAGE>
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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 June 30, 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 0-21615
BOSTON BIOMEDICA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2652826
---------------------------------------- --------------------------------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
375 WEST STREET,
WEST BRIDGEWATER, MASSACHUSETTS 02379-1040
---------------------------------------- --------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
(508) 580-1900
--------------
Indicate by checkmark 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.
/X/ Yes / / No
The number of shares outstanding of the Registrant's only class of common stock
as of July 31, 2000 was 5,614,486.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
June 30, June 30,
--------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
REVENUE:
Products $3,539,861 $3,491,323 $6,136,942 $6,947,525
Services 4,214,148 3,647,334 8,447,779 7,036,297
--------- --------- --------- ---------
Total Revenue 7,754,009 7,138,657 14,584,721 13,983,822
COSTS AND EXPENSES:
Cost of products 1,723,736 1,822,537 3,018,033 3,631,184
Cost of services 3,191,619 2,641,555 6,522,031 5,111,652
Research and development 730,162 728,452 1,492,854 1,491,061
Selling and marketing 1,031,064 1,102,546 1,952,713 2,107,817
General and administrative 1,336,676 1,116,975 2,747,491 2,211,665
--------- --------- --------- ---------
Total operating costs
and expenses 8,013,257 7,412,065 15,733,122 14,553,379
--------- --------- ---------- ----------
Loss from operations (259,248) (273,408) (1,148,401) (569,557)
Interest income - 159 422 855
Interest expense (210,954) (89,549) (404,860) (176,748)
--------- --------- ---------- ----------
Loss before income taxes (470,202) (362,798) (1,552,839) (745,450)
Benefit from income taxes 178,678 137,863 590,080 283,270
---------- ---------- ---------- ----------
Net loss $ (291,524) $ (224,935) $ (962,759) $ (462,180)
========== ========== ========== ==========
Net loss per share:
basic and diluted $(0.05) $(0.05) $(0.18) $(0.10)
Number of shares used to
calculate net
loss per share:
basic and diluted 5,556,628 4,743,870 5,315,026 4,680,915
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
2
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BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS June 30, December 31,
2000 1999
----------- -----------
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 260,273 $ 314,923
Accounts receivable, less allowances of
$785,036 in 2000 and $746,797 in 1999 6,335,570 6,446,318
Inventories 7,547,377 6,917,916
Prepaid expenses and other 766,152 344,353
Deferred income taxes 956,242 934,790
------------ -----------
Total current assets 15,865,614 14,958,300
Property and equipment, net 8,520,947 8,295,024
OTHER ASSETS:
Goodwill and other intangibles, net 2,483,289 2,589,310
Deferred income taxes 258,149 220,535
Notes receivable and other 137,879 99,171
----------- -----------
Total other assets 2,879,317 2,909,016
----------- -----------
TOTAL ASSETS $27,265,878 $26,162,340
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,215,931 $ 2,552,268
Accrued compensation 1,086,253 1,189,140
Accrued income taxes 12,329 112,487
Other accrued expenses 718,398 1,028,667
Current maturities of long term debt 5,890,475 22,414
Deferred revenue 58,179 -
------------ ------------
Total current liabilities 10,981,565 4,904,976
------------ ------------
LONG-TERM LIABILITIES:
Long term debt, less current maturities 2,541,104 7,145,651
Deferred rent and other liabilities 404,195 465,590
STOCKHOLDERS' EQUITY:
Common stock $.01 par value; authorized 20,000,000
shares in 2000 and 1999; issued and outstanding
5,614,486 in 2000 and 4,773,365 in 1999 56,145 47,734
Additional paid-in capital 19,720,609 16,809,242
Stock purchase warrants (2,264,127) -
Accumulated deficit (4,173,613) (3,210,853)
----------- -----------
Total stockholders' equity 13,339,014 13,646,123
----------- -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $27,265,878 $26,162,340
=========== ===========
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
3
<PAGE>
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Six Months Ended June 30,
---------------------------------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net loss $ (962,759) $ (462,180)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization 916,173 722,090
Provision for doubtful accounts 60,398 54,268
Deferred rent and other liabilities (61,395) (236,336)
Deferred income taxes (59,066) (25,655)
Changes in operating assets and liabilities:
Accounts receivable, net 44,889 703,646
Inventories (629,461) (90,582)
Prepaid expenses and other (421,799) (213,194)
Accounts payable 663,663 (362,422)
Accrued compensation and other expenses (513,314) 84,858
Deferred revenue 58,179 (690,760)
--------- ---------
Net cash used in
operating activities (904,492) (516,267)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (1,030,615) (1,189,516)
Advances under notes receivable and
other assets (38,708) 7,895
---------- ----------
Net cash used in investing activities (1,069,323) (1,181,621)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage 2,446,573 -
(Repayments) borrowings on line of credit (1,183,059) 1,632,266
Proceeds of common stock issued 655,651 172,254
--------- ---------
Net cash provided by financing activities 1,919,165 1,804,520
--------- ---------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS: (54,650) 106,632
Cash and cash equivalents, beginning of period 314,923 146,978
---------- ----------
Cash and cash equivalents, end of period $ 260,273 $ 253,610
========== ==========
</TABLE>
The accompanying notes are an integral part of the Consolidated Financial
Statements.
4
<PAGE>
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 and six months
ended June 30, 2000 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. For further information, refer
to the consolidated financial statements and footnotes thereto included in both
the Form 10-K filing for the fiscal year ended December 31, 1999 and the Form
10-Q filing for the three months ended March 31, 2000 for Boston Biomedica, Inc.
and Subsidiaries ("the Company" or "Boston Biomedica"). Certain prior year
amounts in the consolidated financial statements 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.
(3) INVENTORIES
Inventories consisted of the following:
June 30, 2000 December 31, 1999
------------- -----------------
Raw materials $3,769,111 $2,675,735
Work-in-process 1,415,920 1,845,778
Finished goods 2,362,346 2,396,403
---------- ----------
$7,547,377 $6,917,916
========== ==========
(4) SEGMENT REPORTING AND RELATED INFORMATION
The Company has five operating segments. The Diagnostics segment serves the
worldwide IN VITRO diagnostics industry, including users and regulators of their
test kits, with quality control products and test kit components. The Biotech
segment pursues third party contracts, primarily with agencies of the United
States Government, to help fund the development of products and services for the
other segments. The Clinical Laboratory Services segment performs specialty
infectious disease testing for hospitals, blood banks, doctors and other
clinical laboratories, primarily in North America. The Laboratory
Instrumentation segment sells laboratory instruments primarily to the worldwide
IN VITRO diagnostics industry on an OEM basis, and also performs in-house
instrument servicing. Finally, "Other" consists of research and development in
two areas: pressure cycling technology ("PCT"") and drug discovery ("Panacos").
The Company performs research in the development of PCT, with particular focus
in the areas of nucleic acid purification and pathogen inactivation. The Company
also
5
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BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
conducts research, together with Dr. K.H. Lee and collaborators at the School of
Pharmacy, University of North Carolina at Chapel Hill ("UNC"), in the area of
anti-HIV drug discovery, with exclusive focus on natural products and their
synthetic derivatives.
(4) SEGMENT REPORTING AND RELATED INFORMATION (CONTINUED)
Operating segment information is as follows (dollars in 000's):
<TABLE>
<CAPTION>
Three Months ended June 30, Six Months Ended June 30,
-------------------------- ------------------------
SEGMENT REVENUE: 2000 1999 2000 1999
--------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Diagnostics $3,229 $2,788 $ 5,509 $ 5,531
Biotech 2,142 1,476 4,060 2,858
Clinical Laboratory
Services 2,272 2,464 4,612 4,669
Laboratory
Instrumentation 608 892 1,257 1,925
Other 120 41 268 41
Eliminations (617) (522) (1,121) (1,040)
------ ------ ----- ------
Total Revenue $7,754 $7,139 $14,585 $13,984
====== ====== ======= =======
SEGMENT OPERATING
(LOSS) INCOME:
------------------------
Diagnostics $ 527 $ 479 $ 833 $ 1,038
Biotech 136 (123) (16) (241)
Clinical Laboratory
Services (67) 60 (194) 135
Laboratory
Instrumentation (304) (294) (590) (502)
Other (551) (395) (1,181) (1,000)
----- ------ ------- ------
Total Loss
from Operations $(259) $ (273) $(1,148) $ (570)
====== ======= ======== =======
IDENTIFIABLE CORPORATE
AND SEGMENT ASSETS: June 30, 2000 December 31, 1999
--------------------- ------------- -----------------
Diagnostics $12,165 $12,170
Biotech 5,258 4,643
Clinical Laboratory
Services 3,141 3,188
Laboratory
Instrumentation 3,642 3,789
Corporate 1,825 1,205
Other 1,235 1,167
------ ------
Total assets $27,266 $26,162
======= =======
</TABLE>
6
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BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(5) RECENT ACCOUNTING STANDARDS
In March 2000, the Financial Accounting Standard Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation - an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB Opinion No. 25 to certain issues including: the
definition of an employee for purposes of applying APB Opinion No. 25; the
criteria for determining whether a plan qualifies as a non-compensatory plan;
the accounting consequence of various modifications to the terms of previously
fixed stock options or awards; and the accounting for the exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but certain conclusions in FIN 44 are applicable retroactively to specific
events occurring after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.
In December 1999, the Staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB 101"). This SAB summarizes certain of the Staff's views in applying
generally accepted accounting principles, in the United States, to revenue
recognition in financial statements. SAB 101B amends SAB 101; accordingly, this
bulletin is now scheduled to become effective for the Company's fourth quarter
ended December 31, 2000. The Company is currently assessing the impact that SAB
101 may have on its financial statements.
(6) COMPUTATION OF NET LOSS PER SHARE
Basic loss per share is computed by dividing net loss by the weighted
average number of common shares outstanding. Diluted loss per share is computed
by dividing net loss by the weighted average number of common shares outstanding
plus additional common shares that would have been outstanding if
dilutive potential common shares had been issued. For the purposes of this
calculation, stock options are considered common stock equivalents in periods in
which they have a dilutive effect. Stock options that are antidilutive are
excluded from the calculation. Potentially dilutive securities of 255,992 and
231,602, and 466,238 and 157,678, were not included in the computation of
diluted loss per share because to do so would have reduced the loss per share
for the three months ended June 30, 2000 and 1999, and the six months ended June
30, 2000 and 1999, respectively.
(7) STOCK PURCHASE WARRANTS AND OPTIONS RECEIVABLE
On February 17, 2000, the Company received notice that certain warrant
holders exercised 500,000 warrants. This exercise will result in proceeds to
the Company of approximately $2,100,000, net of transaction costs. The holders
of the warrants are required to pay the exercise price when the registration of
the underlying shares is effective. The Company recorded a receivable as a
contra equity account to reflect the shares as outstanding, as of the exercise
date. The Company considers these shares to be issued and outstanding, although
the shares have not been delivered to the warrant holders as of August 14, 2000,
and will not be delivered until the registration statement is declared effective
and the shares have been paid for. Additionally, the Company accrued a broker
fee related to the warrant exercise which is payable upon receipt of the
exercise proceeds. This broker fee of $133,500 was recorded as an offset to
additional paid-in capital.
7
<PAGE>
BOSTON BIOMEDICA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(8) DEBT
The June 30, 2000 balance sheet reflects the classification of the Company's
outstanding line-of-credit balance as short-term debt. The Company reclassified
the debt because in the first and second quarters of 2000, it violated a
financial covenant limiting the amount of allowable losses. There have been no
payment defaults. The Company expects to complete negotiations and close on a
new facility in the near future. In the meantime, there have been no changes in
the financial terms or availability formula under the existing line-of-credit
agreement.
On April 5, 2000, the Company borrowed $2,446,573 (net) under a mortgage
agreement on its West Bridgewater, MA facility. The Company used the funds to
reduce the outstanding balance of its existing line of credit. The principal
amount of the note issued in connection with the mortgage is due on March 31,
2010. During the first five years the note carries an interest rate of 9.75%;
after five years the rate charged will be .75% greater than the Corporate Base
Rate then in effect. Under this mortgage agreement the Company is subject to
certain financial covenants by which a default in its line of credit financial
covenants will cause a default on this note. The Company has received a waiver
from this lending institution regarding the covenant violation. The payments on
this mortgage are based on a 20 year amortization schedule.
(9) REVENUE RECOGNITION
For further information regarding the Company's revenue recognition policies,
refer to the consolidated financial statements and footnotes thereto included in
both the Form 10-K filing for the fiscal year ended December 31, 1999 and the
Form 10-Q filing for the three months ended March 31, 2000 for Boston Biomedica,
Inc. and Subsidiaries.
Revenue for service and research and development contracts, in addition to
revenues associated with long-term contracts, is recognized when the customer is
contractually obligated to pay and the fees are not refundable.
(10) INCOME TAXES
For further information regarding the Company's income tax accounting
policies, refer to the consolidated financial statements and footnotes
thereto included in both the Form 10-K filing for the fiscal year ended
December 31, 1999 and the Form 10-Q filing for the three months ended March
31, 2000 for Boston Biomedica, Inc. and Subsidiaries.
On December 31, 1999 the Company had a loss carryforward of approximately
$2,000,000 for federal and state tax purposes that was obtained through the
acquisition of BioSeq, Inc. This carryforward expires from 2011 through 2018 for
federal purposes and 2001 through 2003 for state purposes. The Company has
established a valuation allowance to reserve for this entire loss. In addition,
the Company has a federal net operating loss carryforward at December 31, 1999
of approximately $300,000 which expires in 2019. The Company has state net
operating loss carryforwards at December 31, 1999 of approximately $3,000,000
which expire at various dates from 2002 through 2019.
8
<PAGE>9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
Total revenue increased 8.6%, or $615,000, to $7,754,000 for the three
months ended June 30, 2000 as compared to $7,139,000 in the second quarter of
1999. This overall increase was the result of an increase in product revenue of
1.4%, or $49,000, from $3,491,000 to $3,540,000 coupled with a 15.5%, or
$567,000, increase in service revenue from $3,647,000 to $4,214,000. The overall
$615,000 increase in total revenue was focused in two operating segments:
Diagnostics and Biotech. Diagnostics revenue increased 15.8%, or $441,000, to
$3,229,000 due primarily to continued strong sales of its Accurun and TQS panel
products to the end-user market. Biotech revenue increased 45.1%, or $666,000,
to $2,142,000 due to the combination of new government contracts for both its
repository and research services and operating at increased staffing levels on
all of its contracts in the second quarter of 2000. These operating segment
increases were partially offset by slightly lower revenue at the Company's
Clinical Laboratory Services ("CLS") and Laboratory Instrumentation segments.
CLS revenue decreased 7.8%, or $192,000, to $2,272,000 as a result of lower
volume of molecular testing due to the loss of a large customer during the
second quarter of 2000. Laboratory Instrumentation revenue declined 31.8%, or
$284,000, to $608,000 as a result of a lower volume of contract manufacturing
business, which primarily relates to the timing of orders received from a large
customer. The Company is actively working to increase revenue at both these
operating segments.
Gross profit increased 6.1%, or $164,000, to $2,839,000 for the three months
ended June 30, 2000 from $2,675,000 in the prior year period. Product margins
increased from 47.8% in 1999 to 51.3% in 2000 while service margins decreased
from 27.5% to 24.3%. The increase in product margins is due primarily to the
Diagnostics segment, which benefited from increased demand for Accurun products
and certain custom OEM products within its quality control product line. The
decrease in service margins is primarily due to the Biotech segment, which
earned its increased revenue from low margin government contracts.
Research and development expenditures remained flat in the second quarter of
this year as compared to the same period last year. As was the case last
quarter, the Company continued to emphasize development efforts within the Other
segment which includes BBI BioSeq ("BioSeq") and Panacos Pharmaceuticals
("Panacos"). The increased research and development expenditures in the areas of
Pressure Cycling Technology ("PCT") and Drug Discovery Program ("DDP") were
primarily focused on technical progress in the lab, writing grant applications
seeking financial support, and designing the next generation of the PCT
instrument ("Barocycler"). Also, the Clinical Laboratory segment experienced
higher R & D expenditures on new molecular tests. These increased expenditures
were offset by a decrease at the Laboratory Instrumentation segment, as the
PlateMate program was discontinued. Additionally, in September 1999, BBI BioSeq
was moved from its pre-acquisition location in Woburn, MA to Gaithersburg, MD,
where it shares space with the Biotech segment. This move has resulted in
increased efficiencies for the PCT effort, lower facility costs, and greater
access to both scientific professionals and laboratory equipment.
Selling and Marketing expenses decreased by 6.4%, or $71,000, to $1,031,000
for the three months ended June 30, 2000 from $1,102,000 in the prior year. This
decrease was a result of a slight reduction in promotion costs and turnover in
some key positions at the Diagnostics segment. Some of these positions were
filled early in the third quarter of 2000.
General and administrative costs increased 19.7%, or $220,000, to $1,337,000
for the three months ended June 30, 2000 from $1,117,000 in the prior year as a
result of several factors. The corporate reorganization (announced in July 1999)
9
<PAGE>
added several executive level employees to the general and administrative
financial statement line item of the income statement. Additionally, $98,000
of the general and administrative personnel expenses incurred during the
second quarter of 1999 were capitalized into the enterprise resource planning
("ERP") system implementation in accordance with applicable accounting
standards. The Company completed the project in November 1999; therefore,
these costs are expensed as incurred during 2000.
Consolidated loss from operations decreased to $259,000 in the second
quarter of 2000 versus a $273,000 loss in the second quarter of 1999. The
Diagnostics segment's operating income increased to $527,000 from $479,000 as a
result of the 15.8% revenue growth. Biotech had operating income in the second
quarter of $136,000 versus a loss last year of $123,000 on the strength of a
significant increase in revenues from low margin government contracts. The
Clinical Laboratory Services segment had an operating loss of $67,000 for the
second quarter of 2000 versus income of $60,000 for the same period last year
due to competitive pricing pressure resulting in lower gross margin, higher R&D
expenditures on new molecular tests, increased promotion expenses, and increased
management costs. The Laboratory Instrumentation segment's operating loss
remained approximately the same at $300,000 for each period, due to lower than
expected sales. Management does not expect a return to profitability before the
end of 2000. Additionally, the segment has contributed significant technical
expertise to the design and development of the prototype pressure cycling
technology Barocycler instruments. The operating loss of the Other segment
increased to $551,000 from $395,000 in the prior year's period due to planned,
higher R&D expenditures. The Company continues to invest heavily in the areas of
pressure cycling technology and the drug discovery program, through its
subsidiaries BBI BioSeq and Panacos Pharmaceuticals, respectively. Management
intends to reduce the operating losses of the Other segment in the area of PCT
through research and development alliances, which will supplement the
expenditures of the Company.
The Company now expects to relinquish control of Panacos, by the end of the
year, by the sale of more than fifty percent of that company's common stock to
third party investors. This will cause a change from consolidation to equity
accounting of the Panacos results.
Net interest expense increased from $89,000 in 1999 to $211,000 in 2000.
Throughout the second quarter of 2000, the Company carried a higher average debt
balance than in the prior year period. In addition to a higher borrowing
balance, the Company continued to feel the effects of rising interest rates.
The Company continued to benefit for income taxes at a 38% rate. Management
has reviewed the realizability of its tax assets and has determined that based
on its plan to return to profitability, and anticipated utilization of such
assets, this benefit rate is appropriate.
Net loss increased to $292,000 in the second quarter 2000 from $225,000 in
the comparable prior year period as a result of the items discussed above.
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Total revenue increased 4.3%, or $601,000, to $14,585,000 for the six months
ended June 30, 2000 versus $13,984,000 for the comparable period of 1999. This
increase was the result of a $1,412,000 increase in service revenue from
$7,036,000 to $8,448,000, partially offset by a $811,000 decrease in product
revenue from $6,947,000 to $6,136,000. The decrease in product revenue is
associated with lower than expected sales of Basematrix, and Seroconversion and
Performance Panels at the Diagnostics segment in the first quarter of 2000, and
a lower level of contract manufacturing at the Laboratory Instrumentation
segment. The Diagnostics segment revenue in the first quarter of 2000 was
adversely
10
<PAGE>
impacted by turnover in the sales and marketing and the materials management
workforces, as well as transitional issues with its ERP business system newly
implemented in November 1999. The first quarter of 2000 was the first full
period of operation under this system and new procedures in materials,
manufacturing, and purchasing caused some inefficiencies. Most of these
procedures have since been resolved. This was partially offset by strong sales
increases in the Accurrun product line and characterized sera sales as compared
to the first half of 1999. The $1,411,000 increase in service revenue was
primarily a result of the Biotech operating segment, which realized significant
revenue increases in contract research and repository services, led by an AIDS
vaccine support contract and two new repository contracts.
Gross profit decreased 3.7%, or $197,000, to $5,044,000 for the six months
ended June 30, 2000 versus $5,241,000 for the comparable period of 1999. Product
margins increased from 47.7% in 1999 to 50.8% in 2000 while service margins
decreased from 27.3% to 22.7%. The increase in product margins is primarily due
to the Diagnostics segment, which benefited from increased demand for Accurun
products and certain custom OEM products within its quality control product
line. The decrease in service margins was primarily due to two factors:
increased competition in the testing market faced by the Clinical Laboratory
Services segment; and lower margins at the Biotech segment as their significant
revenue growth was earned from low margin government contracts.
Research and development expenditures remained flat in the first half of
2000 as compared to the same period in the prior year. The Company continued to
focus its development efforts within the Other segment, which includes BioSeq
and Panacos. The increased research and development expenditures in the areas of
PCT and DDP were primarily focused on technical progress in the lab, writing
grant applications to provide financial support, legal support for patent
applications by Panacos, and designing the next generation of the Barocycler.
These increased expenditures were partially offset by decreased R&D expenditures
at the Laboratory Instrumentation segment, as the PlateMate program was
discontinued. Additionally, in September 1999, BioSeq was moved from its
pre-acquisition location in Woburn, MA to Gaithersburg, MD, where it shares
space with the Biotech segment. This move has resulted in increased efficiencies
for the PCT effort, lower facility costs, and greater access to both scientific
professionals and laboratory equipment.
Selling and Marketing decreased 7.4%, or $155,000, to $1,953,000 for the six
months ended June 30, 2000 from $2,108,000 in the prior year. This decrease was
a result of the turnover in some key positions at the Diagnostics segment, which
temporarily reduced personnel and travel costs. Some of these positions were
filled early in the third quarter of 2000.
General and administrative costs increased 24.2%, or $535,000, to
$2,747,000 for the six months ended June 30, 2000 from $2,212,000 in the
prior year period as a result of several factors. The corporate
reorganization (announced in July 1999) added several executive level
employees to the general and administrative financial statement line item of
the income statement. Additionally, $166,000 of the general and
administrative personnel expenses incurred during the first and second
quarters of 1999 were capitalized into the ERP system implementation in
accordance with applicable accounting standards. The Company completed the
project in November 1999; therefore, these costs are expensed as incurred
during 2000. The Company also incurred significant professional fees during
the first quarter as it transferred the technology of its Drug Discovery
Program into a separate subsidiary, Panacos Pharmaceuticals, Inc. During the
first half of 2000, the Company continued to move forward with its plan to
sell a significant equity position in Panacos to third party investors which
would have the benefits of raising significant capital required to develop
Panacos' technology and to cause BBI to relinquish control of Panacos thus
allowing a change from consolidation to equity accounting relative to the
Company's share of Panacos' losses.
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Consolidated loss from operations increased to $1,148,000 for the first half of
2000 versus a loss of $570,000 in the prior period of 1999. The Diagnostics
segment operating income decreased to $833,000 from $1,038,000 as a result of
higher expenditures on R&D in 2000 compared to last year and the beneficial
affect on 1999's operating income of capitalized salaries for the ERP System
implementation. Biotech operated at breakeven for the first half of 2000 versus
a loss of $241,000 for the same period last year on the strength of
significantly higher revenue from government contracts, which more than offset
their relatively low gross margins. The Clinical Laboratory Services segment had
an operating loss of $194,000 for the first half of 2000 versus income of
$135,000 for the same period last year due to a combination of circumstances:
competitive pricing pressure resulting in lower gross margins, higher R&D
expenditures for new molecular tests, increased promotion expenses, and
increased management costs as a result of the reorganization. The Laboratory
Instrumentation segment's operating loss increased slightly to $590,000 as
compared to $502,000 for the same period in the prior year, primarily due to
lower revenue. Management does not expect a return to profitability before the
end of 2000. Additionally, the segment has contributed significant technical
expertise to the design and development of the prototype Barocycler instruments.
The operating loss of the Other segment increased to $1,181,000 from $1,000,000
in the prior year period due to planned, higher R&D expenditures. The Company
continues to invest heavily in the areas of pressure cycling technology and the
drug discovery program, through its subsidiaries BBI BioSeq and Panacos
Pharmaceuticals, respectively. Management intends to reduce the operating losses
of the Other segment in the area of PCT through research and development
alliances, which will supplement the expenditures of the Company.
As mentioned above, the Company now expects to relinquish control of Panacos, by
the end of the year, by the sale of more than fifty percent of that company's
common stock to third party investors. This will cause a change from
consolidation to equity accounting of the Panacos results.
Net interest expense increased from $176,000 in 1999 to $405,000 in 2000.
Throughout the first half of 2000, the Company carried a higher average debt
balance than in the comparable prior year period. In addition to a higher
borrowing balance, the Company continued to feel the effects of rising interest
rates.
The Company continued to benefit for income taxes at a 38% rate. Management has
reviewed the realizability of its tax assets, and has determined that based on
its plan to return to profitability, and anticipated utilization of such assets,
this benefit rate is appropriate.
Net loss increased to $962,000 in the first half of 2000 from $462,000 in the
comparable prior year period as a result of the items discussed above.
LIQUIDITY AND FINANCIAL CONDITION
At June 30, 2000, the Company had cash and cash equivalents of approximately
$260,000, and working capital of $4,888,000. Gross trade accounts receivable
decreased $72,000 as cash receipts slightly outpaced new sales. Inventory
increased $629,000 or 9.1% due to increased purchases of critical raw materials,
and production of HIV subtype viral stocks under a Material Transfer Agreement
signed with the NIH. Management intends to continue to focus its efforts on
utilizing existing inventory where possible, while continuing to purchase those
critical, hard to find raw materials in short supply.
The Company's working capital position as of June 30, 2000 was adversely
affected by the classification of its $5,820,000 line-of-credit balance as
short-term debt. The Company reclassified the debt because in the first and
second quarters of
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2000, it violated a financial covenant limiting the amount of allowable losses.
There have been no payment defaults. The Company expects to complete
negotiations and close on a new facility in the near future. In the meantime,
there have been no changes in the financial terms or availability formula under
the existing line-of-credit agreement.
On April 5, 2000, the Company borrowed $2,446,573 (net) under a mortgage
agreement on its West Bridgewater, MA facility. The Company used these funds to
reduce the outstanding balance on its line-of-credit. The mortgage is due on
March 31, 2010. During the first five years the note carries an interest rate of
9.75%; after five years the rate charged will be 0.75% greater than the bank
base rate then in effect. Under this mortgage agreement the Company is subject
to certain financial covenants by which a default in its line-of-credit
covenants will cause a default on this note. The Company has received a waiver
from this lending institution regarding the covenant violation. Payments due on
this mortgage are based on a 20 year amortization schedule.
In February of 2000, the Company received notice that certain warrant
holders exercised warrants to purchase 500,000 shares of the Company's common
stock. This exercise will result in proceeds to the Company of approximately
$2,100,000. The holders of the warrants are required to pay the exercise price
when the registration of the underlying shares is effective. The Company
currently expects the registration of the underlying shares to be declared
effective by the Securities and Exchange Commission in the next few months.
Net cash used in operations for the six months ended June 30, 2000 was
$904,000 as compared to cash use of $516,000 in the comparable period last year.
This increase in operational use of cash was primarily the result of inventory
raw material purchases.
Cash used in investing activities was $1,069,000 in the first six months
of 2000 versus $1,181,000 for the comparable prior year period. During the
six months ended June 30, 2000, the Company's Biotech segment invested
$561,000 to build-out its new repository facility in Frederick Maryland. In
addition, significant investments were made for laboratory and manufacturing
equipment. The Company capitalized approximately $166,000 of general and
administrative expenses relative to the implementation of its ERP system in
the first six months of 1999.
Cash provided by financing activities was $1,919,000 in the first six months
of 2000 versus $1,804,000 for the comparable prior year period. During the six
months ended June 30, 2000, the net cash provided by debt consisted of the
mortgage loan of approximately $2,446,573 (net) discussed above, less net
repayments on the line-of-credit of $1,183,000. In addition, cash of
approximately $655,000 was received from the exercise of stock options and
warrants, exclusive of the 500,000 warrants awaiting registration discussed
above.
The Company believes that existing cash balances, the borrowing capacity
available under the existing line of credit (or its replacement), and proceeds
from the exercise of the 500,000 warrants to purchase the Company's common
stock, are sufficient to fund operations and anticipated capital expenditures in
2000. However, the Company is also exploring additional financing options,
including issuing equity or subordinated convertible debt, to strengthen its
cash position.
YEAR 2000 COMPUTER SYSTEMS COMPLIANCE
Our Year 2000 ("Y2K") program was designed to minimize the possibility of
serious Year 2000 interruption. In 1997 the Company decided to significantly
upgrade its "business system" (all computer hardware and software used to run
its business including its operations management, administration and financial
systems).
Specifications were developed for desired capabilities, including Year 2000
compliance, and the Company began to assess various enterprise resource planning
systems ("ERP System") in 1998. Additionally, the Company organized a task force
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at each operating segment to review other infrastructure areas including
communications systems, building security systems, and embedded technologies in
areas such as laboratory instruments and manufacturing equipment. The Company
also began to survey mayor suppliers, distributors, and customers to determine
the status and schedule for their Year 2000 compliance.
During the fourth quarter of 1999 the Company completed the ERP
implementation at two of the Company's subsidiaries. The other subsidiaries
received upgraded, Year 2000 compliant versions of existing software. The
Company spent less than $200,000 to prepare for Y2K. This amount includes the
cost to upgrade existing software packages to compliant versions, use of
existing resources to execute surveys and measure results, and incremental costs
associated with other infrastructure areas. This amount excludes all costs
associated with the implementation of the ERP Systems, which was completed for
reasons beyond Y2K compliance.
Possible Year 2000 worst case scenarios include the interruption of
significant parts of our business as a result of internal business system
failure or the failure of the business systems of the Company's suppliers,
distributors or customers. Any such interruption may have a material adverse
impact on our future results. Although no significant problems have been noted
to date, the Company acknowledges that there is still risk that such problems
may occur. Any such interruption could have a material adverse impact on the
future results of 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 laboratory
instrumentation business into the Company's business; inability of the Company
to grow laboratory instrumentation sales to the extent anticipated; failure to
obtain the renewal and full funding of contracts with National Institutes of
Health (NIH), National Heart, Lung and Blood Institute (NHLBI) and other
government agencies; continued pricing pressure from increasing competition in
the specialty testing market; the possibility that the Company may not be
successful in commercializing current R&D projects, may not have the resources
to complete the projects, may not be able to complete the development of certain
technologies, or that the projects may take longer than expected to complete;
inability of the Company to secure equity financing for Panacos; inability of
the Company to obtain an adequate supply of the unique and rare specimens of
plasma and serum necessary for the production of certain of its products;
significant reductions in purchases by any of the Company's major customers; and
the potential insufficiency of Company resources, including capital, 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) and in its annual report on Form 10-K for the year ended
December 31, 1999 and its quarterly report on Form 10-Q for the quarter ended
March 31, 2000.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the reported market risks since December
31, 1999.
15
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BOSTON BIOMEDICA, INC.
PART II. OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The June 30, 2000 balance sheet reflects the classification of the Company's
outstanding line-of-credit balance, in the amount of $5,820,000 as of June 30,
2000, as short-term debt. The Company reclassified the debt because in the first
and second quarters of 2000, it violated a financial covenant limiting the
amount of allowable losses. There have been no payment defaults. The Company
expects to complete negotiations and close on a new facility in the near future.
In the meantime, there have been no changes in the financial terms or
availability formula under the existing line-of-credit agreement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(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 Amended and Restated
Articles of Organization of the Company filed as Exhibit 3.1)*
10.22 Mortgage and Security Agreement dated March 31, 2000
27 Financial Data Schedule
------------------------
* 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, as exhibits to the Company's
Registration Statement on Form S-1 (Registration No. 333-10759), which
documents are hereby incorporated by reference. The number set forth herein
is the number of the Exhibit in said registration statement.
(b) REPORTS ON FORM 8K
None
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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: AUGUST 14, 2000 By /s/ KEVIN W. QUINLAN
-------------------- ------------------------------------------
Kevin W. Quinlan
President and Chief Operating Officer
and Principal Accounting and
Financial Officer
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BOSTON BIOMEDICA, INC
EXHIBIT INDEX
EXHIBIT INDEX
EXHIBIT NO.
<TABLE>
<CAPTION>
<S> <C>
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 Amended and
Restated Articles of Organization of the Company filed as Exhibit
3.1)*
10.22 Mortgage and Security Agreement dated March 31, 2000
27 Financial Data Schedule
</TABLE>
------------------------
* 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, as exhibits to the Company's
Registration Statement on Form S-1 (Registration No. 333-10759), which
documents are hereby incorporated by reference. The number set forth herein
is the number of the Exhibit in said registration statement.
18
