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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1997
OR
[ ]TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 000-21873
BIOSITE DIAGNOSTICS INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware 33-0288606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11030 Roselle Street 92121
San Diego, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (619) 455-4808
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Securities registered
pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.01 par value
Preferred Stock Purchase Rights
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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The aggregate market value of the voting stock held by non-affiliates of
the registrant, based upon the closing sale price of the Common Stock on
February 28, 1998 as reported on the Nasdaq National Market, was approximately
$69,140,000. Shares of Common Stock held by each executive officer and director
and by each person who owns 10% or more of the outstanding Common Stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.
As of February 28, 1998, there were 12,876,016 shares of the
Registrant's Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Registrant's Proxy Statement to be filed with the Securities and Exchange
Commission in connection with the solicitation of proxies for the Registrant's
1998 Annual Meeting of Stockholders to be held on May 21, 1998 is incorporated
by reference in Part III, Item 10 (as to directors), 11, 12 and 13 of this
Form 10-K.
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BIOSITE DIAGNOSTICS INCORPORATED
FORM 10-K
INDEX
PAGE
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PART I
Item 1. Business................................................. 1
Item 2. Properties .............................................. 28
Item 3. Legal Proceedings ....................................... 29
Item 4. Submission of Matters to a Vote of Security Holders ..... N/A
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters ..................................... 30
Item 6. Selected Financial Data.................................. 31
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 32
Item 8. Financial Statements and Supplementary Data ............. 38
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure...................... N/A
PART III
Item 10. Directors and Executive Officers of the Registrant....... 39
Item 11. Executive Compensation................................... 40
Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................... 40
Item 13. Certain Relationships and Related Transactions........... 40
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K................................................. 41
SIGNATURES ........................................................... 44
Biosite(R) and Triage (R) are registered trademarks of the Company. Immediate
Response Diagnostics(TM), Express-TestSM , and the Company's logo are
servicemarks or trademarks of the Company.
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PART I
ITEM 1. BUSINESS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
DISCUSSED IN THIS ANNUAL REPORT ON FORM 10-K ARE FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES, INCLUDING THE TIMELY DEVELOPMENT, INTRODUCTION
AND ACCEPTANCE OF NEW PRODUCTS, DEPENDENCE ON OTHERS, THE IMPACT OF COMPETITIVE
PRODUCTS, PATENT ISSUES, CHANGING MARKET CONDITIONS AND THE OTHER RISKS DETAILED
THROUGHOUT THIS FORM 10-K. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED. THESE FORWARD-LOOKING STATEMENTS REPRESENT THE COMPANY'S JUDGMENT AS
OF THE DATE OF THE FILING OF THIS FORM 10-K. THE COMPANY DISCLAIMS, HOWEVER, ANY
INTENT OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.
BACKGROUND
Biosite Diagnostics Incorporated ("Biosite" or the "Company") develops,
manufactures and markets rapid, accurate and cost-effective diagnostic products
that improve the quality of patient care and simplify the practice of laboratory
medicine. The Company believes that its Immediate Response Diagnostics can have
an important impact on medical decisions, patient care and the cost of medical
treatment. The Company's first product, the Triage Panel for Drugs of Abuse
("Triage DOA Panel"), a small self-contained test capable of detecting a broad
spectrum of commonly overdosed prescription and illicit drugs in approximately
10 minutes, is used by over 45% of U.S. hospitals. Since its introduction in
1992, over 6.4 million Triage DOA Panels have been sold worldwide for use in
hospital emergency department screening, occupational health and workplace
testing. The Company estimates that sales to end-users of the Company's Triage
DOA Panel products in 1997 were approximately $47 million, and net sales of
approximately $31.7 million in 1997. The Company utilizes distributors in the
United States and abroad, as well as a direct sales force, for the distribution
of Triage DOA Panel to end-users.
In January 1998, the Company received final clearance from the U.S. Food
and Drug Administration ("FDA") to market the Triage Cardiac Panel and the
Triage Meter in the United States. The Triage Cardiac Panel may aid in the
diagnosis of Acute Myocardial Infarction (AMI) and provide physicians with an
enhanced ability to make treatment decisions in a timely manner. Used in
conjunction with the Triage Meter, the Triage Cardiac Panel is a rapid
diagnostic product that quantitatively measures, in a single test device, the
level of creatinine kinase MB ("CK-MB"), troponin I and myoglobin from a
whole-blood sample. Prior to the launch of the Triage Cardiac Panel, the Company
will need to complete an internal validation of the manufacturing processes of
the new products, in compliance with FDA standards.
In March 1998, the Company received final clearance from the FDA to market
the Triage C. DIFFICILE Panel, a new rapid test designed to identify CLOSTRIDIUM
DIFFICILE, an opportunistic pathogen of the intestinal tract that may thrive as
a result of broad spectrum antibiotic treatment. Prior to the launch of the
Triage C. DIFFICILE Panel, the Company will need to complete an internal
validation of the manufacturing processes of the new products, in compliance
with FDA standards.
The Company is developing several additional products for applications
where the Company believes its Immediate Response Diagnostics can play an
important role in improving patient care. Products under development include
tests that are intended to aid in the diagnosis of congestive heart failure and
sepsis, the dosing of certain therapeutic drugs and the detection of certain
bacterial and parasitic infections.
The Company has two product platforms that are designed to provide rapid
results through either qualitative visual readings or quantitative meter
readings. These platforms are based upon the Company's proprietary technologies
in the areas of reagent development, signaling chemistry and micro capillary
fluidics. The Company's testing formats are designed to measure single or
multiple analyte targets simultaneously, and to allow for the analysis of
various sample sources, including urine, serum, plasma, whole blood and stool.
The Company has entered into agreements with pharmaceutical and diagnostic
companies, including Novartis Pharma AG ("Novartis,") for the development of a
product to monitor the concentrations of the immunosuppressant drug,
cyclosporine; and Kyoto Dai-ichi Kagaku Co., Ltd. ("KDK") for the development of
the Triage Cardiac Panel to be used in the diagnosis of heart attacks; and LRE
Relais + Electronik GmbH ("LRE") for the development of the Triage Meter; and
Scios Inc
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("Scios") for the development of a product to be used in the diagnosis of
congestive heart failure; and XOMA Corporation ("Xoma") for the development
of a product to be used in the diagnosis of sepsis. The Triage Cardiac Panel
and Triage Meter (together called "Triage Cardiac System") have been approved
for marketing by the FDA while the other products covered by such
arrangements are currently under development and none of the products have
generated revenue for the Company.
The Company uses the Fisher Healthcare division ("Fisher," formerly the
Curtin Matheson Scientific division) of the Fisher Scientific Company to
distribute the Triage DOA Panel to hospital-based laboratories and emergency
departments in the United States and Merck KGaA ("Merck") to distribute the
Triage DOA Panel in certain countries in Europe, Latin America, the Middle East,
Asia and Africa.
As a result of a decision by Merck to refocus away from certain aspects of
the human diagnostic business, the Company terminated its agreement with Merck
for the Triage DOA Panel product line, effective December 1998. The Company is
evaluating product distribution alternatives for the international markets,
including, among other things, alliances with other distribution partners and
the establishment of a direct sales force in certain European countries.
INDUSTRY OVERVIEW
In 1995, the worldwide market for immunoassays exceeded $5.1 billion,
consisting primarily of testing related to infectious disease, endocrinology,
therapeutic drug monitoring, drugs of abuse testing, immunology/allergy, tumor
markers and blood typing. The global market for immunoassays continues to expand
as new disease states are identified, new therapies become available, and
worldwide standards of living and access to health care improve. Such tests are
performed primarily in hospital-based laboratories and commercial laboratories,
which account for approximately 80% of all diagnostic tests performed annually.
In recent years, diagnostic tests that can be performed nearer to the point of
patient care have emerged as an important tool in disease diagnosis and
management. It has been estimated that the market for point-of-care tests,
primarily hospitals and physician office/satellite facilities, will grow at
approximately 27% annually through the year 2000.
Immunoassays were first developed based on technology developed in the
1960s. Although early immunoassays offered unprecedented levels of sensitivity
for the detection of low concentration analytes, they suffered from relatively
short shelf-lives, long reaction times, a need for radioactive labels to detect
completed reactions and lack of consistent results among products from different
suppliers. Over time, technological advances such as the introduction of
monoclonal antibodies, enzyme and fluorescent labels and various solid phase
formats shortened immunoassay reaction times, provided higher specificity and
allowed the development of tests with longer shelf-lives and greater
consistency.
These advances also led to the development of immunoassay analyzers,
testing systems utilizing automated liquid handling mechanisms and pipetting
systems for reagent addition. Modern immunoassay analyzers are capable of
storing and selecting multiple reagents for a variety of analytes, including
drugs, hormones and cancer antigens. They also provide accurate and highly
sensitive test results and help to simplify the performance of immunoassays.
However, immunoassay analyzers are large and complex, have lengthy turnaround
times and require high volumes of sample throughput to justify the investment in
equipment, training, staffing and other costs required to operate and support
the systems.
In recent years, there has been a continuing shift from the use of such
conventional analyzer systems to more technologically advanced point-of-care
tests that can be performed in minutes by less highly trained personnel. Simple,
rapid immunoassays are capable of detecting a single analyte target with a color
change that can be visually interpreted. Formats such as dipsticks, test tubes
and membrane test cartridges have been used to provide fast, non-instrument
read-dependent results for conditions where a single analyte target is present
in high concentrations and where a simple yes/no non-numeric answer is
clinically relevant. Rapid color change test formats are widely available for
pregnancy, strep throat and ovulation prediction. Until recently, simple test
formats have remained incapable of precise, multi-analyte detection or highly
sensitive, quantitative measurements. As a result, medical conditions where the
detection of one or more analytes is required or where the precise quantitation
of the target analyte is required have remained the domain of immunoassay
analyzers.
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The Company believes that there is significant market potential for
advanced point-of-care diagnostic products. Point-of-care testing helps to
reduce overall health care delivery costs and can improve patient outcomes by
providing diagnosis during the patient visit, thereby minimizing the time to
medical intervention and reducing the need for additional patient follow-up.
Patients undergoing emergency procedures can benefit from more timely and
accurate testing results, both to ensure correct decision making and to avoid
unnecessary use of costly inpatient care. Disease management programs such as
therapeutic drug monitoring programs can benefit from real-time, point-of-care
evaluations that enable care-givers to optimize drug dosing. Quicker diagnosis
of infectious agents can also permit earlier prescription of appropriate
medications, potentially shortening the duration of illness.
TECHNOLOGY
Biosite's Immediate Response Diagnostics technology is based on several
proprietary advances in the biological and physical sciences that make practical
the development and manufacture of rapid, accurate and cost-effective
point-of-care diagnostics. The Company's products integrate its expertise in
several core scientific and engineering disciplines, including antibody
development and engineering, analyte cloning and synthesis, signaling chemistry
and micro capillary fluidics, each of which is described below. Biosite's
research and development program is supported by 72 employees, including 16
Ph.D.s with expertise in the Company's core technologies. By combining research
capabilities in each of these areas, Biosite is able to create novel single and
multi-analyte diagnostics which overcome the limitations of traditional rapid
diagnostic technologies and seek to address the significant unmet need for
effective point-of-care diagnostic information.
ANTIBODY DEVELOPMENT AND ENGINEERING
Biosite believes that its internal antibody development and engineering
capabilities allow rapid identification and development of antibodies with
optimal specificity, affinity and stability characteristics. The Company
initially utilized hybridoma technology for the selection and production of its
novel antibodies. Two disadvantages of hybridoma technology are the length of
time required to develop antibody candidates and the need to restart the
antibody development process when unwanted characteristics such as cross
reactivities are discovered. The Company has developed a proprietary process
that enables the selection and production of antibodies more rapidly and
efficiently than is possible using hybridoma technology. In addition, Biosite
has isolated the genes encoding the antibodies that permit the genetic
engineering of antibodies. As a result, Biosite can alter or add specific amino
acids or polypeptides in an antibody in order to improve the antibody's
specificity and to facilitate purification of the antibody. This technology
accelerates the antibody selection process by rapidly eliminating unwanted cross
reactivities discovered in product development.
ANALYTE CLONING AND SYNTHESIS
The Company has molecular biology capabilities that include the cloning and
identification of specific proteins useful in the development of immunoassays.
Biosite has developed proprietary expression vectors that enable the production
and purification of these proteins for the development of antibodies and for use
as calibrators and controls in its immunoassay products. In addition, the
Company has considerable expertise in synthetic organic chemistry which allows
the synthesis of targets and useful derivatives. The Company develops products
for which the targeted analyte can be small (I.E., haptens, such as drugs) or
large (I.E., proteins, such as cardiac enzymes). The Company believes that the
ability to develop, stabilize and manufacture the target analyte or its
analogues is key to the development of highly accurate immunoassays.
COLOR/PHOTOCHEMICAL SIGNALING
Immunoassays require the attachment of a detectable label to an antibody or
target analyte. The Company has developed a variety of labels for the
development of its products. For yes/no tests, a visual label that produces
color is attached to antibodies or analytes through either non-covalent or
covalent chemical methods. For its quantitative products, the Company has
developed novel fluorescent dyes which are attached to antibodies or analytes
using both noncovalent and covalent chemical means. Although fluorescence is a
potentially powerful label for use in immunoassays, its potential has been
limited by the lack of available dyes that are stable and have no sample
interference, and the requirement of a complex instrument for detection. The
Company's novel fluorescent dyes are stable and exhibit properties that permit
their use in complex biological samples such as serum, plasma and whole
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blood without interference from the sample. Furthermore, these novel dyes
absorb light at wavelengths where a simple instrument can be used to excite
and detect fluorescence for quantitative measurements.
MICRO CAPILLARY TEST DEVICE TECHNOLOGY
Biosite has developed proprietary technology to design, develop and
manufacture devices containing micro capillaries to control the flow of fluids
in immunoassay processes. The qualitative device format uses micro capillaries
to draw fluids through a membrane that contains immobilized antibody zones for
the detection of specific substances. The quantitative device format uses
several different micro capillary designs to control the contact of sample with
reagents and to control the flow of fluid throughout the device. When sample is
added to the quantitative device, a filter contained within the device separates
blood cells from plasma which is further directed by capillary forces into a
chamber that contains dried immunoassay reagents. After an incubation time that
is determined by another micro capillary element of the device, the volume of
sample that contacted the reagents flows down a capillary path that brings it
into contact with immobilized antibody zones. The binding of fluorescent
reagents at these zones is detected by an instrument and is related to the
concentration of the substance being tested for in the sample. The Company has
also developed the engineering capability to design unique micro capillary
structures in plastic parts and to fabricate them in commercial scale quantities
using injection molding processes.
SAMPLE HANDLING
The Company has developed proprietary technology relating to sample
handling and preparation, including technology that allows whole blood to be
passively separated into its plasma component or to be passively lysed to
release the target analyte. The Company has also developed technologies for the
handling of stool samples which concentrate and purify the target analytes or
organisms from solid stool materials. In addition, the Triage Panel platform can
be used to assay urine samples.
PRODUCT PLATFORMS
The Company has used its core technologies to develop two product
platforms: the Triage Panel and the Triage Meter System. Both of the Company's
product platforms utilize the Company's expertise in antibody engineering,
analyte cloning, signaling chemistry, micro capillary fluidics and sample
handling technologies.
TRIAGE PANEL
The Triage Panel platform is designed for rapid, qualitative screening of
multiple analytes in a small single-use hand-held device. The Triage Panel has a
visual (yes/no) display containing simultaneous tests for up to eight analytes
and two control standards. It can be performed in a simple multi-step process,
and is capable of performing tests on both urine and stool. The Triage DOA
Panel, the first product developed on this platform, tests for up to eight drugs
of abuse in approximately 10 minutes. The Company has received FDA approval to
market its Triage C DIFFICILE Panel. Triage Panel products under development
include two other tests for the detection of microorganisms that cause severe
gastrointestinal disease.
TRIAGE METER
The Triage Meter platform is designed to provide rapid quantitative results
for immunoassays in whole blood, serum and plasma. The Triage Meter System
consists of two parts: a small single-use disposable test cartridge and a
proprietary, compact, point-of-care, fluorescent meter. After a blood sample is
applied to the cartridge, the cartridge is inserted into the meter, which is
designed to automatically and simultaneously detect up to six analytes and
display the results on a numerical electronic read-out. The meter incorporates
proprietary software in erasable, programmable, read-only memory ("EPROM") chips
which are intended to be plugged into each meter. These EPROM chips enable the
meter to perform multiple types of tests and automatically determine which test
is being run. In addition, the EPROM chips are designed to automatically
calibrate the meter on a lot specific basis. The software may also provide
important information regarding the analyte measured, such as normal or abnormal
levels of a marker which could then be used to initiate therapy or manage
patient disease. The Company believes that the analyte measuring sensitivity of
the Triage Meter System products under development will approximate the
sensitivity levels of the conventional immunoassay analyzers. The Company has
received FDA approval to market its Triage Cardiac Panel and is currently
developing three other applications for this platform: 1) the Triage Neoral
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Assay, a product for the monitoring of the concentration of cyclosporine, an
immunosuppressant drug prescribed to prevent organ rejection in organ transplant
recipients. 2) the Triage BNP Assay, a product to be used in the diagnosis of
congestive heart failure, and 3) the Triage LBP Assay, a product to assist in
the diagnosis of sepsis.
PRODUCT ATTRIBUTES
Although the current products and products under development are based upon
the Triage Panel and Triage Meter System platforms and utilize different
technologies, they share common attributes which the Company believes make them
superior to conventional immunoassay analyzers:
- RAPID RESULTS: The Triage DOA Panel, Triage C. DIFFICILE Panel, Triage
Cardiac System and the Company's products under development are designed
to offer complete results in a STAT timeframe, and to have room
temperature stability, making them immediately available for use.
- EASE OF USE: The Triage DOA Panel, Triage C. DIFFICILE Panel, Triage
Cardiac System and the Company's products under development are
designed to be simple to use. The Triage DOA Panel has only three
steps while the Triage Meter System products are expected to require
only one assay step.
- HIGH ANALYTICAL ACCURACY: The Company develops and uses high quality
biological and chemical reagents to yield highly specific, accurate
and reproducible analytical results.
- CAPABILITY OF PERFORMING MULTIPLE ANALYSES: The Triage DOA Panel, Triage
C. DIFFICILE Panel, Triage Cardiac System and the Company's products
under development are designed to measure one or more target analytes
simultaneously, including reagent controls, without sacrificing the
quality of the individual analysis. This simultaneous detection
capability can provide significant time and cost savings compared to
current technologies.
- RELIABILITY: Biosite's use of internal thresholds, built-in controls,
software lockouts and other controlling mechanisms are intended to
make its current and future products extremely reliable in any
hospital or clinical laboratory setting.
- COST EFFECTIVENESS: The Triage DOA Panel, Triage C. DIFFICILE Panel,
Triage Cardiac System and the Company's products under development are
designed to simplify the performance of highly complex testing
procedures and significantly reduce the cost of testing equipment
acquisition and maintenance, making them cost-effective alternatives
to conventional immunoassay analyzers.
PRODUCTS AND PRODUCTS UNDER DEVELOPMENT
The Triage DOA Panel was introduced in 1992 and has been used by hospital
emergency departments to screen for up to eight commonly abused prescription and
illicit drugs or drug classes. The Company has received FDA approval to market
two new products, the Triage Cardiac System and Triage C. DIFFICILE Panel. The
Company will need to complete an internal validation of the manufacturing
processes of the new products, in compliance with FDA standards, prior to the
sale of the new products.
The Company is developing five additional products (Triage Parasite Panel,
Triage Enteric Panel, Triage Neoral Assay, Triage BNP Assay and Triage LBP
Assay) which apply the Company's Immediate Response Diagnostics technologies to
a variety of other medical testing needs. The Company continues to evaluate
other rapid diagnostic product opportunities that can utilize the Company's
technologies.
The Company intends, where appropriate, to enter into licensing and/or
collaborative arrangements to develop and commercialize additional future
products. There can be no assurance that the Company will be able to negotiate
license or collaborative arrangements on favorable terms, if at all, in the
future, or that its current or future licensing or collaborative arrangements
will be successful.
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TRIAGE PANEL FOR DRUGS OF ABUSE
The Company believes the U.S. market for abused drug testing is
approximately $628 million annually. The U.S. market can be divided into three
major categories:
- MEDICAL TESTING: The medical testing segment represents testing typically
performed in a hospital laboratory. The results are generally reported
to emergency physicians and psychiatrists. Such tests have the highest
need for rapid turnaround of results, and generally have the highest
cost per result.
- NON-MEDICAL TESTING: The non-medical testing market consists of testing
performed for the workplace, the criminal justice setting and drug
rehabilitation centers. Testing may be performed on-site or at an
occupational health provider, but generally samples are sent to
independent reference laboratories. The demand for a rapid result
varies by type of industry, but typically is not quite as great as in
the medical segment. Additionally, the cost per result is slightly
reduced.
- REFERENCE LABORATORY TESTING: The reference laboratory testing market
accounts for approximately 40% of the total drug testing market. The
majority of samples come from the non-medical testing market, although
some smaller hospitals in the medical testing market also send their
samples to reference laboratories. In general, results are not
available for at least 24 hours from the time the specimen is
collected. Despite relatively long turnaround times, the reference
laboratory market has remained substantial because of its ability to
produce results on a low cost per panel basis and reduce the potential
liability associated with workplace testing.
EMERGENCY DEPARTMENT SCREENING
Emergency physicians have indicated that drug abuse plays a role in 5% to
10% of the emergency medicine cases occurring annually in the United States,
either as a primary cause such as an overdose, or as a contributing factor such
as in the case of an accident. A diagnostic dilemma confronts physicians when a
patient is presented with symptoms that could either be drug related or non-drug
related. A patient brought to a hospital emergency department in a coma may be
under the influence of narcotics or sedatives, which may require one type of
treatment or intervention. Conversely, the same patient may have had a stroke or
suffered some form of trauma requiring a completely different type of care. The
ability to obtain a differential diagnosis in a timely manner greatly aids the
course of treatment.
Prior to the introduction of the Triage DOA Panel, drug or toxicology
screening was accomplished by several technologies, primarily Gas
Chromatography/Mass Spectroscopy ("GC/MS") and automated immunoassays. Although
GC/MS is the most specific identification method commercially available, it is
time consuming (requiring an average of approximately three hours per test),
complex and expensive, and is generally reserved for final confirmation of
specimens that have been screened positive by an immunoassay. Automated
immunoassays, although less expensive than those performed by GC/MS, also
require significant amounts of time (approximately one to two hours) because of
the necessity of performing analyses of several drugs sequentially on each
patient specimen. Additionally, in many cases the equipment required to perform
an immunoassay is not accessible on an immediate or STAT basis.
The Triage DOA Panel is a rapid qualitative urine screen that analyzes a
single test sample for up to eight different illicit and prescription drugs or
drug classes and provides results in approximately 10 minutes. The Triage DOA
Panel is instrument independent, contains built-in controls for accuracy and is
capable of a high degree of specificity. Illicit drugs detected by the Triage
DOA Panel include: Amphetamines/Methamphetamines (speed, crystal), Cocaine
(crack), Opiates (heroin), Phencyclidine (angel dust), Tetrahydrocannabinol
(pot, marijuana), while prescription drugs tested by the Triage DOA Panel
include Barbiturates (Phenobarbital), Benzodiazepines (Valium, Librium,
Halcion), Tricyclic Antidepressants (Elavil, Tofranil) and Methadone. The Triage
DOA Panel is configured to test various combinations of the foregoing drugs. In
February 1995, the Company launched the Triage DOA Plus TCA Panel, a
configuration which includes a test for Tricyclic Antidepressants ("TCA") which
otherwise require a separate blood test. Since its introduction in February
1992, the Company has sold over 6.4 million Triage DOA panels worldwide, and
over 45% of hospitals in the United States use the product.
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The Company distributes the Triage DOA Panel products in the U.S. hospital
market segment through Fisher. Merck is the exclusive distributor of the Triage
DOA Panel products in certain countries in Europe, Latin America, the Middle
East, Asia and Africa. However, as a result of a decision by Merck to refocus
away from certain aspects of the human diagnostic business, effective December
1998, the Company terminated its agreement with Merck regarding certain
international distribution rights for the Triage DOA product line. The Company
is evaluating product distribution alternatives for the international markets,
including, among other things, alliances with other distribution partners and
the establishment of a direct sales force in certain European countries.
WORKPLACE SCREENING
It is estimated that in 1997 over 76% of new hires in major U.S. firms were
screened for drug usage as part of pre-employment physicals. The majority of
these test samples were sent to centralized reference laboratories that could
provide both the initial immunoassay screening result and the confirmation of
presumptive positive results by an alternate method, such as GC/MS. Testing of
government and certain government regulated employees and contractors must be
performed at SAMHSA certified reference laboratories. Employers that are not
government contractors send their drug screens to their laboratory of choice or
perform on-site testing. Non-SAMHSA testing is estimated to account for over
eight million tests performed annually.
The majority of employers with drug screening programs have chosen not to
implement "on-site" testing in their facilities due to costly personnel and
regulatory burdens on an employer's in-house testing laboratory. These
industrial testers, however, still have a need for rapid results since many
employment decisions hinge on an employee's ability to pass physical and other
examinations that include a test for illegal drugs. Despite this need for rapid
results, there is a 24 to 48 hour wait based on the sample transportation and
testing process used by major reference laboratories. Additionally, it is
estimated that approximately 90% of all employee tests have negative results.
Therefore, an immunoassay that provides rapid results, such as the Triage DOA
Panel, can get employees back to work quickly and save employers' money.
In January 1996, the Company established the ExpressTest One-Hour Drug
Screen service, a marketing program initiated in conjunction with regional
providers of occupational health services, as a means of expanding the market
for the Triage DOA Panel. The ExpressTest program incorporates the Company's
"near-site" testing strategy, using the Triage Intervention Panel (a test for
five illicit drugs or drug classes) to provide the benefits of rapid drug test
results without requiring employers to set up an on-site laboratory.
Participating occupational health clinics provide rapid results to industrial
clients that send prospective employees to them for pre-employment physicals and
drug screens. Biosite's sales force actively supports these selected
occupational health clinics in their marketing of the ExpressTest program to
potential industrial clients in their regional areas.
THE TRIAGE CARDIAC PANEL
In 1992, over six million people in the United States visited hospital
emergency departments exhibiting symptoms of a heart attack. Of those,
approximately 650,000 were diagnosed with AMI and approximately 800,000 were
diagnosed with unstable angina. In total, approximately 1.9 million of the
patients who present with chest pain were admitted to coronary care units. Of
these, approximately 30,000 to 60,000 patients were misdiagnosed as not having
an AMI. Additionally, approximately 500,000 of these patients who did not have
an AMI were admitted to hospitals and ultimately released within two days. The
Company believes that rapid, quantitative results for multiple cardiac markers
provided at the point-of-care may have a positive impact on misdiagnosed AMI,
and may provide substantial benefits to patients and savings to the hospital.
AMI is generally caused by the blocking or "occlusion" of an artery
providing oxygen-enriched blood to the heart. Without oxygen, the heart muscle
is destroyed, with prolonged occlusion resulting in additional muscle damage.
The destruction of cells in the heart muscle results in the release of several
markers into the bloodstream, including CK-MB, troponin I and myoglobin.
Clinicians generally rely on patient history, electrocardiograms and serial
measurement of CK-MB for early diagnosis of AMI. Troponin I and myoglobin are
also emerging as useful adjuncts to CK-MB in the detection of heart attacks. The
Company believes that the concentrations of these three markers typically peak
and fall over different time periods and that simultaneous measurement of these
markers is a more accurate diagnostic technique for AMI than the measurement of
any one single marker. Studies have shown that serum concentrations of myoglobin
are
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elevated most quickly post-AMI. Additionally, in patients presenting within
12 hours of AMI symptom onset, quantitative serial measurement of myoglobin
has demonstrated significantly higher sensitivity in diagnosing AMI than
CK-MB. Troponin I has been shown to maintain an elevated concentration for a
longer period of time than CK-MB and myoglobin.
Several diagnostic tests have recently been developed to quantitatively
measure the blood levels of such markers. Unfortunately, the measurement of
multiple markers currently requires large, centralized immunoassay systems that
cannot directly analyze whole blood and are not always available on a STAT
basis. Additionally, these systems require multiple reagent packs, as well as
frequent standardization and quality control. Since turnaround time for such
test results is critical, current immunoassay systems may not satisfy physician
needs.
The Company believes that a rapid, point-of-care test capable of
quantitatively measuring multiple markers of an AMI would have a positive impact
on patient care. Accordingly, the Company's Triage Cardiac Panel is designed to
quantitatively measure the level of CK-MB, troponin I and myoglobin in a single
test device from a whole-blood sample. The hand-held Triage Meter is designed to
provide quantitative results of such measurements at or near the point-of-care.
The Triage Cardiac System may aid in the detection of AMI by providing
point-of-care quantitative results, enabling physicians to make treatment
decisions in a timely manner.
In January 1998, the Company received final clearance from the FDA to
market the Triage Cardiac Panel and the Triage Meter in the United States. Prior
to the actual launch of the Triage Cardiac System, the Company will need to
complete an internal validation of the manufacturing processes of the new
products, in compliance with FDA standards. The Company anticipates utilizing
both distributor alliances and a direct sales force in marketing the Triage
Cardiac System.
THE TRIAGE C. DIFFICILE PANEL
CLOSTRIDIUM DIFFICILE ("C. DIFFICILE") is an opportunistic pathogen of the
intestinal tract that may thrive as a result of broad spectrum antibiotic
treatment. The bacteria may be found in asymptomatic carriers or may spread
among immunocompromised hospital patients. Toxins produced by the bacteria
mediate C. DIFFICILE-associated disease ("CDAD"), which may include
antibiotic-associated diarrhea and antibiotic-associated pseudo-membranous
colitis. Due to the potential spread of infection, patients identified as
possibly having CDAD are usually placed in isolation until the infection is
controlled. Symptoms of CDAD include diarrhea as well as fluid and weight loss.
It has been estimated that in 1997, over three million rapid tests for C.
DIFFICILE were performed in the United States. This number is expected to
continue to rise due to the expected increase in the number of patients who are
immunocompromised.
Historically, the use of a cytotoxin test, which takes 48 to 72 hours to
produce diagnostic results, was the only means to identify the toxin associated
with C. DIFFICILE. More recently, in response to the need for more rapid
identification of the C. DIFFICILE toxin, several manufacturers have developed
and marketed enzyme-linked immunosorbent assays ("ELISA") that can be performed
in one to two hours. These ELISA test formats are increasingly used by hospitals
testing for the toxin.
Although the ELISA technology has been a great improvement over the
cytotoxin test, it still requires several precisely timed steps as well as
multiple standards every time the test is performed, making it unlikely that the
testing will be done when an individual specimen is sent to the laboratory. The
multiple standards and quality controls required with each run make the
processing of individual specimens expensive. As a result, specimens are
generally only processed in "batch" mode, delaying the diagnostic result, and
limiting the information available to a physician evaluating therapeutic
measures.
The Triage C. DIFFICILE Panel is designed to simplify the laboratory
procedure and improve the turnaround time for a physician to receive a result by
enabling laboratories to complete testing for the bacteria and toxin in less
than 15 minutes. Since the test is being designed with built-in controls and
standards, it may be performed individually or in batches, by any laboratory
technician, without compromising the quality of the result. By improving the
turnaround time to result, the clinician may initiate therapy earlier and thus
minimize a patient's time in isolation. Rapid, accurate diagnosis of the
bacteria and toxin should enable earlier treatment, which may reduce length of
stay in the hospital and may reduce cost.
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In March 1998, the Company received final clearance from the FDA, to market
the Triage C. difficile Panel. Prior to the launch of the Triage C. difficile
Panel, the Company will need to complete an internal validation of the
manufacturing processes of the new products, in compliance with FDA standards.
THE TRIAGE PARASITE PANEL
Parasitic infection is a common cause of gastrointestinal disease and
diarrhea. Some of the more common parasites responsible for such infection are
GIARDIA LAMBLIA ("GIARDIA"), CRYPTOSPORIDIUM PARVUM ("C. PARVUM"), ENTAMOEBA
HISTOLYTICA and microsporidia species. According to the U.S. Center for Disease
Control and Prevention ("CDC"), more than 900,000 people in the United States
become ill each year from waterborne parasites. Additionally, with the increase
in world travel, it is probable that the number of cases diagnosed in the United
States will rise. Further, parasites frequently infect immunocompromised
patients, especially HIV infected patients, which has led to an increase in the
incidence of infection by microsporidia species.
The most commonly employed method of detecting parasites from stool samples
is by manual ova and parasite ("O&P") microscopic examination, typically of
three consecutive stool specimens from the patient. The preparation of the
sample by a laboratory technologist involves stool specimen dilution and the
preparation of multiple microscope slides. Each slide must then be observed via
microscope by a technologist trained in the identification of parasites. The
time to diagnose parasitic infection is prolonged due to the need for manual
microscopic examination of multiple stool specimens per patient. The prolonged
time required to obtain results may delay the treatment of patients, and
ultimately increase the cost of health care for such patients.
It is estimated that in 1997 over six million O&P microscopic examinations
were performed in the United States. Because of the cumbersome procedures and
limited test menu of the current ELISA test formats, these tests have had
limited success in hospitals that perform larger volumes of tests in batches.
Recently, several manufacturers have developed and marketed ELISA tests for the
more rapid identification of two of the more common parasites GIARDIA and C.
PARVUM.
The Triage Parasite Panel is designed to replace the standard O&P
microscopic detection method for three of the most commonly encountered
parasites: GIARDIA, C. PARVUM and ENTAMOEBA HISTOLYTICA in a single test device.
Future versions of the Triage Parasite Panel may include a test for
microsporidia species. Because each test device includes controls, the product
may be used for any volume of tests. If successfully developed and approved for
marketing, the Triage Parasite Panel may make rapid results (less than 15
minutes) available to hospitals of any size, including facilities that
previously sent such testing to a reference lab. The Company expects that the
sensitivity of the Triage Parasite Panel will be comparable to that of the
current O&P microscopic examination, using only a single patient specimen. This
should greatly reduce the collection burden for the patient, and reduce the
amount of labor for the laboratory technician, thereby reducing costs.
Additionally, the length of time physicians spend waiting for results may be
reduced.
The Triage Parasite Panel is in the late stages of preclinical development.
THE TRIAGE ENTERIC PANEL
Gastroenteritis, commonly described as "food poisoning," often occurs among
individuals who have consumed contaminated foods or been exposed to stool
contaminated with microorganisms such as SALMONELLA, CAMPYLOBACTER JEJUNI/COLI,
SHIGELLA and ENTEROHEMORRHAGIC E. COLI. Eight to 24 hours after such exposure,
individuals may experience abdominal pain, nausea and diarrhea. It is estimated
that in the United States over 14 million stool cultures are performed annually
for the diagnosis of food poisoning. Microorganisms are often implicated in such
cases. According to the CDC, there are over six million cases of foodborne
disease annually in the United States.
Stool culture, currently the primary method of diagnosing food poisoning,
involves the inoculation of multiple culture plates with stool specimen. After
24 to 48 hours, culture plates that exhibit bacterial growth are subjected to
biochemical tests that typically take an additional 24 hours. As a result of
such a prolonged testing procedure, physicians generally wait 48 to 72 hours for
test results.
The Triage Enteric Panel is being developed for identification of the most
common enteric bacteria responsible for food poisoning such as SALMONELLA,
CAMPYLOBACTER JEJUNI/COLI, SHIGELLA AND ENTEROHEMORRHAGIC E.
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COLI. The Triage Enteric Panel would enable the laboratory technician to
rapidly detect the presence of such enteric bacteria from a stool specimen.
This should greatly reduce the amount of labor required of laboratory
technicians, thereby reducing costs. Additionally, results can be returned to
the physician in a shorter period of time.
The Triage Enteric Panel is in the development stage.
THE TRIAGE NEORAL SYSTEM
Transplants of human organs generally require suppression of the organ
recipient's immune system. Cyclosporine is the most widely used pharmaceutical
for such purposes, with annual worldwide sales in excess of $1.0 billion.
Cyclosporine is chronically administered to patients who have received an organ
transplant. Over 18,000 patients undergo organ transplantation in the United
States annually. In excess of 200,000 organ recipients worldwide take
immunosuppressant drugs on a daily basis. Novartis is the developer and leading
supplier of cyclosporine, and is involved in several collaborations in the organ
transplant field including health care management, xenotransplantation, and
near-patient testing in an effort to support the use of organ transplantation.
The blood level of cyclosporine must be monitored to ensure that a patient
receives the appropriate therapeutic dose while minimizing toxicity. Patients
receiving cyclosporine must maintain a minimum concentration of the drug that
enables it to be effective, yet maintain a level that is low enough not to be
toxic. This range is often referred to as the therapeutic window. Physicians
primarily rely on large, centralized laboratories to measure cyclosporine blood
levels. The physician typically does not receive test results for at least 24 to
48 hours, requiring a call back to the patient if the dose of the drug needs to
be adjusted. A smaller share of cyclosporine testing is performed by high
performance liquid chromatography ("HPLC"). The current worldwide market for
cyclosporine testing by immunoassay is estimated to be over 4.0 million tests
per year. Patients are monitored frequently in the immediate post-transplant
time frame with reduced, but continued testing, averaging four times per year,
for the remainder of the patient's lifetime.
The Triage Neoral System (consisting of the Triage Neoral Assay and the
Triage Meter) is designed to enable a physician to easily, rapidly and
accurately measure cyclosporine levels. The Triage Neoral System is being
developed to provide a cost-effective means of determining cyclosporine levels
on a real-time basis in order to enable physicians to optimize drug therapy
during a patient's visit. As part of its research and development collaboration
with Novartis, Biosite has obtained licenses to certain technology that makes
rapid analysis of cyclosporine levels possible. See "-- Strategic and
Distribution Arrangements."
The Triage Neoral System is in the preclinical development stage. If
successfully developed and approved for marketing, the Company expects Novartis
to support the promotion of the Triage Neoral System worldwide. The Company
successfully completed feasibility studies for the Neoral Assay under its
antibody license agreement with Novartis. Additionally, the Company and Novartis
entered into an agreement to expand the scope of the collaborative development
of the Triage Neoral System. The expansion of the collaboration may result in
payments to Biosite upon attainment of certain milestones.
The Triage Neoral System is in the preclinical development stage.
THE TRIAGE BNP SYSTEM
Congestive Heart Failure ("CHF") is a chronic inability of the heart to
maintain an adequate output of blood from one or both ventricles of the heart,
resulting in congestion or swelling of certain veins or organs, and an
inadequate blood supply to the body. Current testing methods used in diagnosing
CHF include electrocardiograms, chest x-rays, echocardiography, and the analysis
of blood gases and electrolytes.
The Company has obtained a license to certain technology and patents
developed by Scios, Inc. for use in developing an assay for the diagnosis of
congestive heart failure by monitoring levels of B-type Natriuretic Peptide
("BNP"), a hormone made primarily in the ventricles of the heart. Studies
suggest that levels of BNP become elevated in circulating blood plasma during
heart dysfunction associated with congestive heart failure in both symptomatic
and asymtomatic patients.
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The Triage BNP System (consisting of the Triage BNP Assay and the Triage
Meter) is designed to enable a physician to easily, rapidly and accurately
measure BNP levels. The Triage BNP System is being developed to provide
physicians with a cost-effective means of determining BNP levels at the
point-of-care and aid in the diagnosis of congestive heart failure and assist in
the differentiation of CHF from other conditions with similar clinical symptoms.
Additionally, by providing physicians with a convenient means of monitoring BNP
levels in CHF patients, the Triage BNP Assay may aid in the evaluation of the
effectiveness of therapies utilized in CHF patient care. The Company might not
develop or introduce any products based upon the Scios-licensed technology.
The Triage BNP System is in the development stage.
THE TRIAGE LBP SYSTEM
Sepsis, or endotoxemia, occurs when the bloodstream is infected by
gram-negative bacteria. An inflammatory reaction initiated by these bacteria and
their associated endotoxin can cause widespread damage to blood vessels leading
to circulatory shock, organ failure, gangrene of extremities and death. The
complications associated with sepsis can advance quickly.
Biosite has obtained a U.S. license to certain technology and patents
developed by XOMA Corporation related to methods of measuring levels of
Lipopolysaccharide Binding Protein ("LBP") in human blood. Studies suggest that
levels of LBP become elevated as a specific response to endotoxin, a poisonous
component of gram-negative bacteria. Biosite is using this technology to develop
a diagnostic test to assist in the diagnosis of sepsis or endotoxemia.
The Triage LBP System (consisting of the Triage LBP Assay and the Triage
Meter) is designed to enable a physician to easily, rapidly and accurately
measure LBP levels. The Triage LBP System is being develop to provide
point-of-care physicians with a cost-effective diagnostic tool that will aid
them in differentiating endotoxin-related complications from other inflammatory
states with similar clinical symptoms. Additionally, the Triage LBP system may
help identify patients that would benefit from treatment with anti-endotoxin
drugs. The Company might not develop or introduce any products based upon the
XOMA licensed technology.
The Triage LBP Assay is in the development stage.
RESEARCH AND DEVELOPMENT
As of December 31, 1997, the Company had 72 employees in research and
development, 16 of which have Ph.D.s. The Company's research and development
organization is dedicated to the discovery and development of new technologies
which can be applied to future products and to the development of new products
with its existing platform technologies.
The Company has a research staff dedicated to the development and
production of antibodies through a variety of techniques. Recombinant techniques
are used to express proteins for use as diagnostic targets. The Company's staff
of chemists and biochemists synthesize drug targets and compounds for use as
diagnostic and seek to perfect techniques for coupling these compounds to
biological reagents such as antibodies. The Company's development engineering
staff is involved in the design and development of new diagnostic device
technologies as well as the processes for their fabrication and interaction with
biological and chemical reagents. The Company's product development group
completes final optimization of assays and the Company's regulatory affairs
group controls all in-house and external clinical studies of the Company's
products and prepares applications to the FDA for pre-market clearance or
approval.
MANUFACTURING
As of December 31, 1997, the Company had 63 employees in manufacturing
involved in reagent production, device assembly, engineering, quality
assurance/quality control and materials management.
Biosite maintains worldwide manufacturing rights to all current and future
products, except for the Triage Meter for which LRE maintains the manufacturing
rights. A key strategy of the Company is to provide high quality analytical
results in an efficient manner. To this end, the Company invests in the design
and development of
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manufacturing systems and technologies that can produce a high quality
product using controlled, cost-effective manufacturing processes and
equipment. The Triage C. DIFFICILE, Triage Parasite, and Triage Enteric
Panels, are being developed to utilize the same or similar processes and
equipment as the Triage DOA Panel. The Company believes that the experience
it has acquired in manufacturing the Triage DOA Panel will provide benefits
in product quality and cost in manufacturing for its products under
development. The Company expects its manufacturing capacities to be
sufficient to concurrently manufacture such potential products and the Triage
DOA Panel in the same facility.
All raw materials required to manufacture the Triage DOA Panel are obtained
from outside suppliers. Most of the antibodies used in the manufacture of the
Triage DOA Panel were developed by Biosite and the cell lines are owned or
licensed by Biosite. In addition, Biosite maintains its own in-house antibody
production capability.
The Company manufactures the Triage DOA Panel at its facility in San Diego,
California. The facility has received its registration as a diagnostic product
manufacturer from the FDA and from the California Department of Health Services.
The Company has also been licensed and certified to manufacture products using
controlled substances by the U.S. Drug Enforcement Agency. There can be no
assurance that the Company can continue to comply with all government
requirements and regulations which may lead to the suspension or revocation of
its right to manufacture. See "-- Government Regulation" and "Risk
Factors-Government Regulation."
The Company has also developed novel and sophisticated processes and
equipment for the production of its Triage Cardiac Panel and Triage Neoral
Assay. LRE will manufacture and supply the meter used in conjunction with the
Company's Triage Meter System platform products. The Company has increased its
manufacturing space at its San Diego facility to accommodate production of the
Triage Cardiac Panel.
SALES AND MARKETING
As of December 31, 1997, the Company has 38 employees in various sales and
marketing functions. The Company distributes its Triage DOA Panel to hospital
facilities in the United States through Fisher, and in certain countries in
Europe, Latin America, the Middle East, Asia and Africa through Merck.
As a result of a decision by Merck to refocus away from certain aspects of
the human diagnostic business, the Company terminated its agreement with Merck
regarding certain international distribution rights for the Triage DOA product
line. The Company is evaluating product distribution alternatives for the
international markets, including, among other things, alliances with other
distribution partners and the establishment of a direct sales force in certain
European countries.
With the potential launch of new products from the Company's development
pipeline, the Company is evaluating distribution alternatives for its current
products and potential new products. As a result, the Company has increased the
size of its sales force in the U.S. and is negotiating a new long-term
distribution alliance with Fisher. The long-term distribution arrangement with
Fisher would expand their role to include the distribution of the Triage Cardiac
System, the Triage C. DIFFICILE Panel and certain of the potential new products
in the U.S. medical market.
The Company anticipates that it may, if appropriate, enter into additional
distribution agreements with respect to its products currently under development
and products that it develops in the future, provided such products receive the
requisite regulatory clearance or approvals. The Company may not be able to
enter into these or other distribution agreements on acceptable terms, if at
all. If the Company elects to distribute products directly, it's direct sales,
marketing and distribution efforts may not be successful. A failure to enter
into acceptable distribution agreements or a failure of the Company to
successfully market its products would have a material and adverse effect on the
Company.
STRATEGIC AND DISTRIBUTION ARRANGEMENTS
Biosite's strategy for the research, development, commercialization and
distribution of certain of its products entails entering into various
arrangements with corporate partners, licensors, licensees and others, and is
dependent upon the success of these parties in performing their
responsibilities. There can be no assurance that such parties will perform their
obligations as expected or that any revenue will be derived from such
arrangements. Under Biosite's existing arrangements, Biosite is not obligated to
make any material capital expenditures. If products are successfully
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developed under certain of the Company's existing arrangements, royalties
will be payable by the Company on sales of products which incorporate
licensed technology.
FISHER HEALTHCARE DIVISION (FORMERLY CURTIN MATHESON SCIENTIFIC DIVISION)
OF FISHER SCIENTIFIC COMPANY
In November 1991, the Company entered into a distribution agreement (the
"Fisher Agreement") with Fisher pursuant to which the Company granted to Fisher
an exclusive right to distribute Triage DOA Panel products to hospitals and
reference laboratories within the United States. Under certain circumstances,
the Company is obligated to make a one-time payment to Fisher in the event that
the Company elects to terminate the Fisher Agreement without cause or to engage
in a merger, reorganization or transfer or sale of substantially all of its
stock or assets to which the Fisher Agreement relates, provided that Fisher
gives timely notice of objection to such merger, reorganization or transfer or
sale of stock or assets. Fisher purchases Triage DOA Panel products on a monthly
basis through firm purchase orders on a per device fixed price basis. Fisher
accounted for 88%, 81%, and 80% of Biosite's product sales for the years ended
December 31, 1995, 1996 and 1997, respectively. With the potential launch of new
products from the Company's development pipeline, the Company is evaluating
distribution alternatives for its current products and potential new products.
As a result, the Company has increased the size of its sales force in the U.S.
and is negotiating a new long-term distribution alliance with Fisher. The
long-term distribution arrangement with Fisher would expand their role to
include the distribution of the Triage Cardiac System, the Triage C. DIFFICILE
Panel and certain of the Company's potential new products in the U.S. medical
market.
MERCK KGAA ("MERCK")
In July 1992, the Company entered into a distribution agreement with Merck,
pursuant to which the Company granted to Merck an exclusive right to market and
distribute the Triage DOA Panel products in certain countries in Europe, Latin
America, the Middle East, Asia and Africa. Merck purchases the Triage DOA Panel
products in U.S. dollars on a quarterly basis through firm purchase orders based
on per device fixed prices. The distribution agreement provides for minimum
annual purchase quantities. Merck accounted for $1.3 million, $2.1 million, and
$2.0 million of Biosite's product sales for the years ended December 31, 1995,
1996 and 1997, respectively. The Company terminated this agreement with Merck,
effective December 1998.
In June 1994, the Company entered into a collaborative development
agreement and a distribution agreement with Merck, for the development and
marketing of the Triage Cardiac System. Under such agreements, Merck was to fund
a portion of the development costs. As a result of a decision by Merck to
refocus away from certain aspects of the human diagnostic business, the Company
and Merck terminated the development and distribution agreements for the Triage
Cardiac System in December 1997. The Company paid a $2.1 million cash payment to
Merck and forgave approximately $1.3 million owed to the Company by Merck
related to the development of the Triage Cardiac Panel and the Triage Meter.
The Company is evaluating product distribution alternatives for the
international markets, including, among other things, alliances with other
distribution partners and the establishment of a direct sales force in certain
European countries.
LRE RELAIS + ELEKTRONIK GMBH
In September 1994, the Company entered into an agreement with LRE (the "LRE
Agreement") for the development of a hand-held meter to be used in all Triage
Meter System products currently under development, including the Triage Cardiac
System and the Triage Neoral System. Under the terms of the LRE Agreement, LRE
is obligated to develop and produce the fluorescent meter according to
specifications provided by Biosite. In return, the Company agreed to compensate
LRE for certain development and tooling expenses incurred in connection
therewith, based upon LRE's successful completion of certain feasibility,
prototype and preproduction milestones. Under the terms of the LRE Agreement,
the Company's obligations for development expenses and costs are not to exceed
approximately $1.9 million. As of December 31, 1997, the Company had paid or
accrued expenses and costs under the LRE Agreement of approximately $1.9
million. In addition, the agreement specifies that LRE is to be the Company's
exclusive supplier of the Triage Meter during the term of the LRE Agreement,
unless LRE is incapable of satisfying Biosite's needs or is prohibited from
producing such meters for a specific immunoassay application. Biosite
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will purchase the Triage Meters from LRE in Deutsche Marks (or a successor
currency to Deutsche Marks) on a quarterly basis through firm purchase orders
on a per device price basis which varies according to sales volume. Biosite
has the right to designate third parties, who can purchase Triage Meters
directly from LRE.
ARKRAY KDK CORPORATION
In February 1995, the Company entered into a development, supply and
distribution agreement with KDK, pursuant to which the parties agreed to
collaborate in the development and marketing of the Triage Cardiac System. Under
the terms of the agreement, KDK is obligated to provide funding of up to $2.0
million for the Company's development of the Triage Cardiac System, $500,000 of
which has been paid and the remainder of which is to be paid based upon the
Company's achievement of milestones. In exchange for this funding, the Company
has granted KDK the exclusive right to distribute the Triage Cardiac System in
Japan and in certain countries of Asia, the Middle East and Pacific Island
countries (the "KDK countries"). The Company was responsible for costs
associated with performing clinical trials on and obtaining regulatory approval
of the Triage Cardiac System in the United States, while KDK is responsible for
such costs in Japan and in countries of Asia, the Middle East and Pacific Island
countries. If the Triage Cardiac System is approved for commercial sale in the
KDK countries, KDK will purchase Triage Cardiac Panels from Biosite in U.S.
dollars on a quarterly basis through firm purchase orders on a per device fixed
price basis. KDK will also purchase the Triage Meters from the Company on a per
device fixed price basis. The distribution agreement provides for minimum annual
purchase quantities. KDK can terminate this agreement at any time.
NOVARTIS PHARMA AG
In September 1995, the Company entered into two license agreements with
Novartis relating to the Company's development of the Triage Neoral Assay . The
first license is for cyclosporine antibodies and the second license is for
certain antibody-based assays. Under the terms of the agreements, and upon the
Company's successful completion of certain feasibility requirements, the Company
has the right to make, have made, use and sell the Triage Neoral Assay using the
licensed Novartis antibodies and related technologies. The agreements
contemplate that the Company is to be responsible for all costs associated with
the development of the Triage Neoral Assay. Under the two licenses, the Company
made payments (aggregating approximately $361,000) to Novartis and is obligated
to make additional payments of up to approximately $170,000 to Novartis based
upon the achievement of certain product development milestones, and to pay
royalties on sales of products developed by the Company using such antibodies or
related technologies. In connection with the agreement, Novartis purchased $1.0
million of five-year 8% convertible debentures which converted into 92,575
shares of Common Stock of the Company upon the closing of the Company's initial
public offering in February 1997. In January 1998, as a result of the attainment
of one of the milestones (the successful completion of feasibility studies for
the Neoral Assay under development), the Company received $500,000 from Novartis
in exchange for a convertible debenture. The convertible debenture was
immediately converted into 41,666 shares of common stock of the Company based on
the IPO price of $12.00 per share. The Company is obligated to sell to Novartis
an additional $500,000 five-year 8% convertible debenture upon the attainment of
a milestone. The debenture would be convertible, at the sole option of the
Company, into shares of Biosite Common Stock at $12.00 per share. Additionally,
the Company and Novartis entered into an agreement to expand the scope of the
collaborative development of the Neoral Assay. The expansion of the
collaboration may result in payments to Biosite upon attainment of certain
milestones.
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PROPRIETARY TECHNOLOGY AND PATENTS
The Company's ability to compete effectively will depend in part on its
ability to develop and maintain proprietary aspects of its technology, and to
operate without infringing the proprietary rights of others or to obtain
licenses to such proprietary rights. Biosite has U.S. and foreign issued patents
and is currently prosecuting patent applications in the United States and with
certain foreign patent offices. There can be no assurance that any of the
Company's pending patent applications will result in the issuance of any
patents, that the Company's patent applications will have priority over others'
applications, or that, if issued, any of the Company's patents will offer
protection against competitors with similar technology. There can be no
assurance that any patents issued to the Company will not be challenged,
invalidated or circumvented in the future or that the rights created thereunder
will provide a competitive advantage.
The Triage DOA Panel, Triage C. DIFFICILE Panel, Triage Cardiac System and
products under development may incorporate technologies that are the subject of
patents issued to, and patent applications filed by, others. The Company has
obtained licenses for certain technologies and is negotiating to obtain licenses
for technologies patented by others. However, there can be no assurance that the
Company will be able to obtain licenses for technology patented by others on
commercially reasonable terms, if at all, that it will be able to develop
alternative approaches if it is unable to obtain licenses or that the Company's
current and future licenses will be adequate for the operation of Biosite's
business. The failure to obtain necessary licenses or to identify and implement
alternative approaches would prevent the Company from commercializing certain of
its products under development and would have a material adverse effect on the
Company's business, financial condition and results of operations.
Litigation may be necessary to enforce any patents issued to the Company,
to protect trade secrets or know-how owned by the Company or to determine the
enforceability, scope and validity of the proprietary rights of others. In March
1996, the Company settled a potential patent infringement claim by obtaining a
license to the contested patent in return for a one-time payment of $2.2
million. In September 1996, the Company settled a patent infringement claim
filed by Abbott Laboratories and obtained a license to the contested patent in
return for the payment of $5.5 million and the agreement to pay certain
royalties. In September 1997, the Company was named in a lawsuit filed by
Behring Diagnostics GmbH and Behring Diagnostics, Inc. ("Behring") alleging that
the Company's Triage DOA Panel products infringe a patent held by the
plaintiffs, which expires in August, 2000. The plaintiffs seek to recover
damages of an unspecified amount and to enjoin future sales of the Triage DOA
Panel products by the Company. The Company has reviewed the cited patent and
believes it has meritorious defenses. The Company intends to vigorously defend
its position, and may incur significant legal costs in executing its defense. In
January 1998, the Company amended its answer to the claims of the Behring
lawsuit to include antitrust counterclaims against Behring. The Company has
sought an injunction requiring Dade International Inc. to divest itself of its
recent acquisition of Behring Diagnostics, Inc. and Behring Diagnostics GmbH,
treble monetary damages and attorney fees. If the Company's Triage DOA Panel
products were found to infringe such patent, and if an acceptable license was
not available, the Company would be materially and adversely affected. The
Company's Triage Meter platform, including the Triage Cardiac System is not the
subject of the patent infringement claims as filed. The Company may become
subject to additional patent infringement claims and litigation or interference
proceedings conducted in the U.S. Patent and Trademark Office ("USPTO") to
determine the priority of inventions.
The Company has received a letter from Spectral Diagnostics, Inc.
("Spectral"), a manufacturer of rapid-format cardiac-diagnostic panels,
informing the Company that Spectral holds U.S. patents covering a kit for
diagnosing and distinguishing chest pain. This letter stated that Spectral has
not yet determined its position with respect to the licensing of its technology.
Spectral subsequently informed the Company that it received a notice of
allowance from the USPTO with respect to another patent application and the
Company has learned that another patent relating to methods and diagnostic kits
for the diagnosis of chest pain has been issued to Spectral. The Company has
asked Spectral for a clarification of its position, but Spectral has refused to
state whether it will or will not allege infringement of its patents by the
Triage Cardiac Panel once that product is launched. The Company is continuing it
s review of the issued patents cited in this letter and is evaluating their
potential impact on the Triage Cardiac System. Spectral may initiate litigation
alleging that the Triage Cardiac Panel infringes claims under their patents. The
litigation, if initiated, could seek to recover damages as a result of any sales
of the product and to enjoin further sales.
The Company also has received correspondence from other parties calling to
the Company's attention the
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existence of certain patents for which they believe Biosite's products and
products under development may incorporate technologies that are the subject
of such patents. Such correspondence has in certain instances included offers
to negotiate the licensing of the patented technologies. There can be no
assurance that such matters will not result in litigation to determine the
enforceability, scope, and validity of the patents. Litigation, if initiated,
could seek to recover damages as a result of any sales of the products and to
enjoin further sales of such products.
The Behring litigation and any other litigation that could be brought forth
by other parties may result in material expenses to the Company and significant
diversion of effort by the Company's technical and management personnel,
regardless of the outcome. The outcome of litigation is inherently uncertain and
there can be no assurance that a court would not find the third-party claims
valid and that the Company had no successful defense to such claims. An adverse
outcome in litigation or the failure to obtain a necessary license could subject
the Company to significant liability and could prevent the Company from selling
the Triage DOA Panel, Triage C. DIFFICILE Panel or the Triage Cardiac System,
which could have a material adverse effect on the Company's business, financial
condition and results of operations.
The Company also relies upon trade secrets, technical know-how and
continuing invention to develop and maintain its competitive position. There can
be no assurance that others will not independently develop substantially
equivalent proprietary information and techniques or otherwise gain access to
the Company's trade secrets or disclose such technology, or that the Company can
meaningfully protect its trade secrets, or that the Company will be capable of
protecting its rights to its trade secrets.
Others may have filed and in the future are likely to file patent
applications that are similar or identical to those of the Company. To determine
the priority of inventions, the Company may have to participate in interference
proceedings declared by the USPTO that could result in substantial cost to the
Company. No assurance can be given that any patent application of another will
not have priority over patent applications filed by the Company.
The commercial success of the Company also depends in part on the Company
neither infringing patents or proprietary rights of third parties nor breaching
any licenses that may relate to the Company's technologies and products. The
Company is aware of several third-party patents that may relate to the Company's
technology. There can be no assurance that the Company does not or will not
infringe these patents, or other patents or proprietary rights of third parties.
In addition, the Company has received and may in the future receive notices
claiming infringement from third parties as well as invitations to take licenses
under third party patents. Any legal action against the Company or its
collaborative partners claiming damages and seeking to enjoin commercial
activities relating to the Company's products and processes affected by third
party rights, in addition to subjecting the Company to potential liability for
damages, may require the Company or its collaborative partner to obtain a
license in order to continue to manufacture or market the affected products and
processes. There can be no assurance that the Company or its collaborative
partners would prevail in any such action or that any license (including
licenses proposed by third parties) required under any such patent would be made
available on commercially acceptable terms, if at all. There are a significant
number of U.S. and foreign patents and patent applications in the Company's
areas of interest, and the Company believes that there may be significant
litigation in the industry regarding patent and other intellectual property
rights. If the Company becomes involved in such litigation, it could consume a
substantial portion of the Company's managerial and financial resources, which
could have a material adverse effect on the Company's business, financial
condition and results of operations.
COMPETITION
The market in which the Company competes is intensely competitive.
Biosite's competitors include health care companies that manufacture
laboratory-based tests and analyzers, as well as clinical reference
laboratories. Currently, the majority of diagnostic tests used by physicians and
other health care providers are performed by independent clinical reference
laboratories and hospital-based laboratories. The Company expects that these
laboratories will compete vigorously to maintain their dominance of the testing
market. In order to achieve market acceptance for its products, the Company will
be required to demonstrate that its products provide cost-effective and time
saving alternatives to tests performed by clinical reference laboratories or
traditional hospital-based laboratory procedures. This will require physicians
to change their established means of having such tests performed. There can be
no assurance that the Company's products will be able to compete with the
testing services provided by traditional laboratory services. In addition,
companies with a significant presence in the diagnostic market, such as Abbott
Laboratories, Roche Boehringer Mannheim Corporation, Chiron Diagnostics,
Clinical Diagnostic Systems, a division
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of Johnson & Johnson and DADE Behring Marburg GmbH, have developed or are
developing diagnostic products that do or will compete with the Company's
products. These competitors have substantially greater financial, technical,
research and other resources and larger, more established marketing, sales,
distribution and service organizations than the Company. Moreover, such
competitors offer broader product lines and have greater name recognition
than the Company, and offer discounts as a competitive tactic. In addition,
several smaller companies are currently making or developing products that
compete with or will compete with those of the Company. There can be no
assurance that the Company's competitors will not succeed in developing or
marketing technologies or products that are more effective or commercially
attractive than the Company's current or future products, or that would
render the Company's technologies and products obsolete. Moreover, there can
be no assurance that the Company will have the financial resources, technical
expertise or marketing, distribution or support capabilities to compete
successfully in the future. In addition, there can be no assurance that
competitors, many of which have made substantial investments in competing
technologies that may be more effective than the Company's technologies, will
not prevent, limit or interfere with the Company's ability to make, use or
sell its products either in the United States or in international markets.
See " --Technology" and "-- Products and Products under Development."
GOVERNMENT REGULATION
The testing, manufacture and sale of the Company's products are subject to
regulation by numerous governmental authorities, principally the FDA and
corresponding state and foreign regulatory agencies. Pursuant to the Federal
Food, Drug, and Cosmetic Act, and the regulations promulgated thereunder, the
FDA regulates the preclinical and clinical testing, manufacture, labeling,
distribution and promotion of medical devices. The Company will not be able to
commence marketing or commercial sales in the United States of new products
under development until it receives clearance or approval from the FDA, which
can be a lengthy, expensive and uncertain process. Noncompliance with applicable
requirements can result in, among other things, fines, injunctions, civil
penalties, recall or seizure of products, total or partial suspension of
production, failure of the government to grant premarket clearance or premarket
approval for devices, withdrawal of marketing clearances or approvals and
criminal prosecution. The FDA also has the authority to request recall, repair,
replacement or refund of the cost of any device manufactured or distributed by
the Company.
In the United States, medical devices are classified into one of three
classes (I.E., Class I, II or III) on the basis of the controls deemed necessary
by the FDA to reasonably ensure their safety and effectiveness. Class I devices
are subject to general controls (E.G., labeling, premarket notification and
adherence to the Quality System Regulation ("QSR") (formerly Good Manufacturing
Practices) and Class II devices are subject to general and special controls
(E.G., performance standards, postmarket surveillance, patient registries and
FDA guidelines). Generally, Class III devices are those which must receive
premarket approval by the FDA to ensure their safety and effectiveness (E.G.,
life-sustaining, life-supporting and implantable devices or new devices which
have been found not to be substantially equivalent to legally marketed devices).
Before a new device can be introduced in the market, the manufacturer must
generally obtain FDA clearance through clearance of a 510(k) notification or
approval of a pre-market approval ("PMA") application. A PMA application must be
filed if a proposed device is a new device not substantially equivalent to a
legally marketed Class I or Class II device, or if it is a preamendment Class
III device for which the FDA has called for PMAs. A PMA application must be
supported by valid scientific evidence to demonstrate the safety and
effectiveness of the device, typically including the results of clinical
investigations, bench tests, laboratory and animal studies. The PMA application
must also contain a complete description of the device and its components and a
detailed description of the methods, facilities and controls used to manufacture
the device. In addition, the submission must include the proposed labeling,
advertising literature and any training materials. The PMA approval process can
be expensive, uncertain and lengthy, and a number of devices for which FDA
approval has been sought by other companies have never been approved for
marketing.
Upon receipt of a PMA application, the FDA makes a threshold determination
as to whether the application is sufficiently complete to permit a substantive
review. If the FDA determines that the PMA application is complete, the FDA will
accept the application for filing. Once the submission is accepted, the FDA
begins an in-depth review of the PMA. The FDA review of a PMA application
generally takes one to three years from the date the application is accepted,
but may take significantly longer. The review time is often significantly
extended by FDA requests for additional information or clarification of
information already provided in the submission. During the review period, it is
likely that an advisory committee, typically a panel of clinicians, will be
convened to review and evaluate the
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application and provide recommendations to the FDA as to whether the device
should be approved. The FDA is not bound by the recommendation of the
advisory panel. Toward the end of the PMA review process, the FDA generally
will conduct an inspection of the manufacturer's facilities to ensure that
the facilities are in compliance with applicable QSR requirements. If FDA
evaluations of both the PMA application and the manufacturing facilities are
favorable, the FDA may issue either an approval letter or an approvable
letter, which usually contains a number of conditions that must be met in
order to secure final approval of the PMA. When and if those conditions have
been fulfilled to the satisfaction of the FDA, the agency will issue a PMA
approval letter, authorizing commercial marketing of the device for certain
indications. If the FDA's evaluation of the PMA application or manufacturing
facilities is not favorable, the FDA will deny approval of the PMA
application or issue a non-approvable letter. The FDA may determine that
additional clinical investigations must be performed, in which case the PMA
may be delayed for one or more years while additional clinical investigations
are conducted and submitted in an amendment to the PMA. Modifications to a
device that is the subject of an approved PMA, its labeling or manufacturing
process may require approval by the FDA of PMA supplements or new PMAs.
Supplements to an approved PMA often require the submission of the same type
of information required for an initial PMA, except that the supplement is
generally limited to that information needed to support the proposed change
from the product covered by the original PMA.
A 510(k) clearance will be granted if the submitted information establishes
that the proposed device is "substantially equivalent" to a legally marketed
Class I or Class II medical device or to a preamendment Class III medical device
for which the FDA has not called for PMAs. The FDA recently has been requiring
more rigorous demonstration of substantial equivalence than in the past,
including in some cases requiring submission of clinical data. It generally
takes from three to 12 months from submission to obtain 510(k) premarket
clearance but may take longer. The FDA may determine that a proposed device is
not substantially equivalent to a legally marketed device or that additional
information is needed before a substantial equivalence determination can be
made. A "not substantially equivalent" determination, or a request for
additional information, could prevent or delay the market introduction of new
products that fall into this category. For any devices that are cleared through
the 510(k) process, modifications or enhancements that could significantly
affect safety or effectiveness, or constitute a major change in the intended use
of the device, will require new 510(k) submissions.
The Company has made modifications to the Triage DOA Panel since receipt of
initial 510(k) clearance. With respect to several of these modifications, the
Company has filed new 510(k) notices describing the modifications, and has
received FDA clearance of those 510(k) notices. The Company has made other
modifications to the Triage DOA Panel which the Company believes do not require
the submission of new 510(k) notices. There can be no assurance, however, that
the FDA would agree with any of the Company's determinations not to submit a new
510(k) notice for any of these modifications, or would not require the Company
to submit a new 510(k) notice for any of these modifications made to the Triage
DOA Panel. If the FDA requires the Company to submit a new 510(k) notice for any
device modification, the Company may be prohibited from marketing the modified
the Triage DOA Panel until the 510(k) notice is cleared by the FDA.
The Company is uncertain of the regulatory path to market that the FDA will
ultimately apply to the Company's products currently in development. Although
the Triage DOA Panel, Triage C. DIFFICILE Panel and Triage Cardiac System
received 510(k) clearance, a PMA may be required for the Triage Neoral, Triage
BNP and Triage LBP Assays and other products now in development. There can be no
assurance that the FDA will not determine that the Company must adhere to the
more costly, lengthy and uncertain PMA approval process for any of the Company's
products in development.
There can be no assurance that the Company will be able to obtain necessary
regulatory approvals or clearances for its products on a timely basis, if at
all. Delays in receipt of or failure to receive such approvals or clearances,
the loss of previously received approvals or clearances, limitations on intended
use imposed as a condition of such approvals or clearances, or failure to comply
with existing or future regulatory requirements would have a material adverse
effect on the Company's business, financial condition and results of operations.
Before the manufacturer of a device can submit the device for FDA approval
or clearance, it generally must conduct a clinical investigation of the device.
Although clinical investigations of most devices are subject to the
investigational device exemption ("IDE") requirements, clinical investigations
of IN VITRO diagnostic ("IVD") tests, such as all of the Company's products and
products under development, are exempt from the IDE requirements, including the
need to obtain the FDA's prior approval, provided the testing is noninvasive,
does not require an
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invasive sampling procedure that presents a significant risk, does not
intentionally introduce energy into the subject, and is not used as a
diagnostic procedure without confirmation by another medically established
test or procedure. In addition, the IVD must be labeled for research use only
("RUO") or investigational use only ("IUO"), and distribution controls must
be established to assure that IVDs distributed for research or clinical
investigation are used only for those purposes.
The Company intends to conduct clinical investigations of its products
under development, which will entail distributing them in the United States on
an IUO basis. There can be no assurance that the FDA would agree that the
Company's IUO distribution of its IVD products under development will meet the
requirements for IDE exemption. Furthermore, failure by the Company or the
recipients of its products under development to maintain compliance with the IDE
exemption requirements could result in enforcement action by the FDA, including,
among other things, the loss of the IDE exemption or the imposition of other
restrictions on the Company's distribution of its products under development,
which would adversely affect the Company's ability to conduct the clinical
investigations necessary to support marketing clearance or approval.
Any devices manufactured or distributed by the Company pursuant to FDA
clearance or approvals are subject to pervasive and continuing regulation by FDA
and certain state agencies. Manufacturers of medical devices for marketing in
the United States are required to adhere to QSR, which includes testing,
control, documentation, and other quality assurance requirements. Manufacturers
must also comply with Medical Device Reporting ("MDR") requirements that a
manufacturer report to the FDA any incident in which its product may have caused
or contributed to a death or serious injury, or in which its product
malfunctioned and, if the malfunction were to recur, it would be likely to cause
or contribute to a death or serious injury. Labeling and promotional activities
are subject to scrutiny by the FDA and, in certain circumstances, by the Federal
Trade Commission. Current FDA enforcement policy prohibits the marketing of
approved medical devices for unapproved uses.
The Company is subject to routine inspection by the FDA and certain state
agencies for compliance with QSR requirements, MDR requirements and other
applicable regulations. The recently finalized QSR requirements include the
addition of design controls that will likely increase the cost of compliance.
Changes in existing requirements or adoption of new requirements could have a
material adverse effect on the Company's business, financial condition and
results of operation. There can be no assurance that the Company will not incur
significant costs to comply with laws and regulations in the future or that laws
and regulations will not have a material adverse effect upon the Company's
business, financial condition and results of operations.
The Company also is subject to numerous federal, state and local laws
relating to such matters as safe working conditions, manufacturing practices,
environmental protection, fire hazard control and disposal of hazardous or
potentially hazardous substances. There can be no assurance that the Company
will not incur significant costs to comply with laws and regulations in the
future or that such laws or regulations will not have a material adverse effect
upon the Company's business, financial condition and results of operations.
The use of Biosite's products is also affected by the Clinical Laboratory
Improvement Amendments of 1988 ("CLIA") and related federal and state
regulations which provide for regulation of laboratory testing. The scope of
these regulations includes quality control, proficiency testing, personnel
standards and federal inspections. CLIA categorizes tests as "waived,"
"moderately complex" or "highly complex," on the basis of specific criteria.
There can be no assurance that any future amendment of CLIA or the promulgation
of additional regulations impacting laboratory testing will not have a material
adverse effect on the Company's ability to market its products or on its
business, financial condition or results of operations.
EMPLOYEES
As of December 31, 1997, Biosite employed 216 individuals. Of these, 19
hold Ph.D.s and 16 hold other advanced degrees. None of the Company's employees
is covered by collective bargaining agreement. The Company believes that it
maintains good relations with its employees.
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RISK FACTORS
DEPENDENCE ON DEVELOPMENT AND INTRODUCTION OF NEW PRODUCTS FOR REVENUE GROWTH
AND PROFITABILITY
Except for the Triage DOA Panel, Triage C. DIFFICILE Panel, and Triage
Cardiac System, all of the Company's products are still under development, and
there can be no assurance that such products will be successfully developed or
commercialized on a timely basis, if at all. The Company will need to complete
an internal validation of the manufacturing processes of the Triage C. DIFFICILE
Panel, and Triage Cardiac Panel, in compliance with FDA standards, prior to
their sale.
The Company believes that its revenue growth and profitability will
substantially depend upon its ability to complete development of and
successfully introduce these new products. In addition, the successful
development of some of these new products will depend on the development of new
technologies, including the Triage Meter (a fluorescent meter) and assay
devices. The Company will be required to undertake time-consuming and costly
development activities and seek regulatory approval for these new products.
There can be no assurance that the Company will not experience difficulties that
could delay or prevent the successful development, introduction and marketing of
these new products, that regulatory clearance or approval of any new products
will be granted by the U.S. Food and Drug Administration or foreign regulatory
authorities on a timely basis, if at all, or that the new products will be
successfully commercialized. The Company has limited resources to devote to the
development of all its potential products and consequently a delay in the
development of one product may delay the development of other products. In order
to successfully commercialize any new products, the Company will be required to
establish and maintain reliable, cost-efficient, high-volume manufacturing
capacity and a cost effective sales force and administrative infrastructure and
an effective product distribution system for such products. If the Company is
unable, for technological or other reasons, to complete the development,
introduction or scale-up of manufacturing for any new product or if any new
product is not approved for marketing or does not achieve a significant level of
market acceptance, the Company's business, financial condition and results of
operations would be materially and adversely affected. See "Business-- Products
and Products Under Development," "-- Manufacturing" and "-- Government
Regulation."
LIMITED HISTORY OF PROFITABILITY; POTENTIAL QUARTERLY FLUCTUATIONS IN FUTURE
OPERATING RESULTS
The Company first achieved profitability in fiscal 1994 and prior to that
time incurred significant operating losses. The Company experienced operating
profits on a quarterly basis in 1995. However, the Company incurred an operating
loss for the first quarter of 1996 and then returned to operating profitability
for the remaining quarters of 1996 and into 1997. The Company incurred an
operating loss for the fourth quarter of 1997. There can be no assurance that
the Company will return to profitability on a quarterly or annual basis in the
future. The Company believes that future operating results will be subject to
quarterly fluctuations due to a variety of factors, including whether and when
new products are successfully developed and introduced by the Company, market
acceptance of current or new products, regulatory delays, product recalls,
manufacturing delays, shipment problems, seasonal customer demand, the timing of
significant orders, changes in reimbursement policies, competitive pressures on
average selling prices, changes in the mix of products sold and patent
litigation and conflicts. Operating results would also be adversely affected by
a downturn in the market for the Company's current and future products, if there
are any, order cancellations or order rescheduling. Because the Company is
continuing to increase its operating expenses for personnel, including the
expansion of its sales force, manufacturing scale-up costs and new product
development, the Company's operating results would be adversely affected if its
sales did not correspondingly increase or if its product development efforts are
unsuccessful or subject to delays. The Company's limited operating history makes
accurate prediction of future operating results difficult or impossible.
Although the Company has experienced growth in recent years, there can be no
assurance that, in the future, the Company will sustain revenue growth or remain
profitable on a quarterly or annual basis or that its growth will be consistent
with predictions made by securities analysts. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
NEAR-TERM DEPENDENCE OF THE COMPANY ON THE TRIAGE DOA PANEL
Sales of the Triage DOA Panel have to date accounted for all of the
Company's sales. The Company expects
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its revenue and profitability will substantially depend on the sale of the
Triage DOA Panel for the foreseeable future. A reduction in demand for the
Triage DOA Panel would have a material adverse effect on the Company's
business, financial condition and results of operations. The Company believes
that growth in sales of the Triage DOA Panel will slow as the available U.S.
market becomes saturated. Competitive pressures could also erode the
Company's profit margins for the Triage DOA Panel. The Company's continued
growth will depend on its ability to successfully develop and commercialize
other products, including the Triage C. DIFFICILE Panel, and Triage Cardiac
System, and to gain additional acceptance of the Triage DOA Panel in new
market segments, such as occupational health.
The Company has received FDA approval to market the Triage C. DIFFICILE
Panel, and Triage Cardiac System. However, it must complete an internal
validation of the manufacturing processes for the new products, in compliance
with FDA standards, prior to their sale.
There can be no assurance that the Company will be able to successfully
develop and commercialize new products, including the Triage C. DIFFICILE Panel,
and Triage Cardiac System, or that the Company will be able to maintain or
expand its share of the drug testing market. Technological change or the
development of new or improved diagnostic technologies could result in the
Company's products becoming obsolete or noncompetitive. See "Business --
Products and Products Under Development."
DEPENDENCE ON KEY DISTRIBUTORS; LIMITED DIRECT SALES EXPERIENCE
The Company relies upon key distributor alliances with Fisher and Merck to
distribute the Triage DOA Panel and may rely upon distributors to distribute
products under development. The Triage DOA Panel is currently marketed pursuant
to exclusive distribution agreements in the U.S. hospital market segment by
Fisher (which accounted for 80% of product sales in 1997) and in certain
countries in Europe, Latin America, the Middle East, Asia and Africa by Merck.
The loss or termination of either of these distributors could have a material
adverse effect on the Company's sales unless suitable alternatives can be
arranged.
As a result of a decision by Merck to refocus away from certain aspects of
the human diagnostic business, the Company terminated the development and
distribution agreement for the Triage Cardiac Panel with Merck in December 1997.
Upon termination, the Company paid a $2.1 million cash payment and forgave
approximately $1.3 million owed to the Company by Merck related to the
development of the Triage Cardiac Panel and Triage Meter. Additionally,
effective December 1998, the Company terminated its agreement with Merck
regarding international distribution rights for the Triage DOA Panel product
line. The Company is evaluating product distribution alternatives for the
international markets, including, among other things, alliances with other
distribution partners and the establishment of a direct sales force in certain
European countries.
With the potential launch of new products from the Company's development
pipeline, the Company is evaluating distribution alternatives for its current
products and potential new products. As a result, the Company has increased the
size of its sales force in the U.S. and is negotiating a new long-term
distribution alliance with the Fisher. The long-term distribution arrangement
with Fisher would expand its role to include the distribution of the Triage
Cardiac System, the Triage C. DIFFICILE Panel and certain of the potential new
products in the U.S. medical market.
There can be no assurance that the Company will be able to enter into these
or other distribution agreements on acceptable terms, if at all. If the Company
elects to distribute products directly, there can be no assurance that the
Company's direct sales, marketing and distribution efforts would be successful.
A failure to enter into acceptable distribution agreements or a failure of the
Company to successfully market its products would have a material and adverse
effect on the Company.
If any of the Company's distribution or marketing agreements are terminated
and the Company is unable to enter into replacement agreements or if the Company
elects to distribute new products directly, the Company would have to invest in
additional sales and marketing resources, including additional field sales
personnel, which would significantly increase future sales and marketing
expenses. The Company currently has limited experience in direct sales,
marketing and distribution of its products. There can be no assurance that the
Company's direct sales, marketing and distribution efforts would be successful
or that revenue from such efforts would exceed expenses. Further, there can be
no assurance that Biosite would be able to enter into new distribution or
marketing agreements on satisfactory terms, if at all, or if the Company elects
to distribute potential new products directly that the
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Company's direct sales, marketing and distribution efforts would be
successful. See "Business -- Strategic and Distribution Arrangements."
The Company anticipates that it may, if appropriate, enter into additional
distribution agreements with respect to its products currently under development
and products that it develops in the future, if any of such products receive the
requisite regulatory clearance or approvals. There can be no assurance that the
Company will be able to enter into such agreements on acceptable terms, if at
all.
INTENSELY COMPETITIVE INDUSTRY; RAPID TECHNOLOGICAL CHANGE
The market in which the Company competes is intensely competitive.
Biosite's competitors include health care companies that manufacture
laboratory-based tests and analyzers, as well as clinical reference
laboratories. Currently, the majority of diagnostic tests used by physicians and
other health care providers are performed by independent clinical reference
laboratories and hospital-based laboratories. The Company expects that these
laboratories will compete vigorously to maintain their dominance of the testing
market. In order to achieve market acceptance for its products, the Company will
be required to demonstrate that its products provide cost-effective and time
saving alternatives to tests performed by clinical reference laboratories or
traditional hospital-based laboratory procedures. This will require physicians
to change their established means of having such tests performed. There can be
no assurance that the Company's products will be able to compete with the
testing services provided by traditional laboratory services. In addition,
companies with a significant presence in the diagnostic market, such as Abbott
Laboratories, Roche Boehringer Mannheim Corporation, Chiron Diagnostics,
Clinical Diagnostic Systems, a division of Johnson & Johnson, and DADE Behring
Marburg Gmbh, have developed or are developing diagnostic products that do or
will compete with the Company's products. These competitors have substantially
greater financial, technical, research and other resources and larger, more
established marketing, sales, distribution and service organizations than the
Company. Moreover, such competitors offer broader product lines and have greater
name recognition than the Company, and offer discounts as a competitive tactic.
In addition, several smaller companies are currently making or developing
products that compete with or will compete with those of the Company. There can
be no assurance that the Company's competitors will not succeed in developing or
marketing technologies or products that are more effective or commercially
attractive than the Company's current or future products, or that would render
the Company's technologies and products obsolete. Moreover, there can be no
assurance that the Company will have the financial resources, technical
expertise or marketing, distribution or support capabilities to compete
successfully in the future. In addition, there can be no assurance that
competitors, many of which have made substantial investments in competing
technologies that may be more effective than the Company's technologies, will
not prevent, limit or interfere with the Company's ability to make, use or sell
its products either in the United States or in international markets. See
"Business -- Technology," " -- Products and Products Under Development" and
"-- Competition."
UNCERTAINTY OF PATENT AND PROPRIETARY TECHNOLOGY PROTECTION; POTENTIAL
INABILITY TO LICENSE TECHNOLOGY FROM THIRD PARTIES
The Company's ability to compete effectively will depend in part on its
ability to develop and maintain proprietary aspects of its technology, and to
operate without infringing the proprietary rights of others or to obtain
licenses to such proprietary rights. Biosite has U.S. and foreign issued patents
and is currently prosecuting patent applications in the United States and with
certain foreign patent offices. There can be no assurance that any of the
Company's pending patent applications will result in the issuance of any
patents, that the Company's patent applications will have priority over others'
applications, or that, if issued, any of the Company's patents will offer
protection against competitors with similar technology. There can be no
assurance that any patents issued to the Company will not be challenged,
invalidated or circumvented in the future or that the rights created thereunder
will provide a competitive advantage.
The Triage DOA Panel, Triage C. DIFFICILE Panel, Triage Cardiac System and
products under development may incorporate technologies that are the subject of
patents issued to, and patent applications filed by, others. The Company has
obtained licenses for certain technologies and is negotiating to obtain licenses
for technologies patented by others. However, there can be no assurance that the
Company will be able to obtain licenses for technology patented by others on
commercially reasonable terms, if at all, that it will be able to develop
alternative approaches if it is unable to obtain licenses or that the Company's
current and future licenses will be adequate for the operation of Biosite's
business. The failure to obtain necessary licenses or to identify and implement
alternative approaches would prevent the Company from commercializing certain of
its products under development and would have a material
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<PAGE>
adverse effect on the Company's business, financial condition and results of
operations.
Litigation may be necessary to enforce any patents issued to the Company,
to protect trade secrets or know-how owned by the Company or to determine the
enforceability, scope and validity of the proprietary rights of others. In March
1996, the Company settled a potential patent infringement claim by obtaining a
license to the contested patent in return for a one-time payment of $2.2
million. In September 1996, the Company settled a patent infringement claim
filed by Abbott Laboratories and obtained a license to the contested patent in
return for the payment of $5.5 million and the agreement to pay certain
royalties. In September 1997, the Company was named in a lawsuit filed by
Behring Diagnostics GmbH and Behring Diagnostics, Inc. ("Behring") alleging that
the Company's Triage DOA Panel products infringe a patent held by the
plaintiffs, which expires in August, 2000. The plaintiffs seek to recover
damages of an unspecified amount and to enjoin future sales of the Triage DOA
Panel products by the Company. The Company has reviewed the cited patent and
believes it has meritorious defenses. The Company intends to vigorously defend
its position, and may incur significant legal costs in executing its defense. In
January 1998, the Company amended its answer to the claims of the Behring
lawsuit to include antitrust counterclaims against Behring. The Company has
sought an injunction requiring Dade International Inc. to divest itself of its
recent acquisition of Behring Diagnostics, Inc. and Behring Diagnostics GmbH,
treble monetary damages and attorney fees. If the Company's Triage DOA Panel
products were found to infringe such patent, and if an acceptable license was
not available, the Company would be materially and adversely affected. The
Company's Triage Meter platform, including the Triage Cardiac System is not the
subject of the patent infringement claims as filed. The Company may become
subject to additional patent infringement claims and litigation or interference
proceedings conducted in the U.S. Patent and Trademark Office ("USPTO") to
determine the priority of inventions.
The Company has received a letter from Spectral Diagnostics, Inc.
("Spectral"), a manufacturer of rapid-format cardiac-diagnostic panels,
informing the Company that Spectral holds U.S. patents covering a kit for
diagnosing and distinguishing chest pain. This letter stated that Spectral has
not yet determined its position with respect to the licensing of its technology.
Spectral subsequently informed the Company that it received a notice of
allowance from the USPTO with respect to another patent application and the
Company has learned that another patent relating to methods and diagnostic kits
for the diagnosis of chest pain has been issued to Spectral. The Company has
asked Spectral for a clarification of its position, but Spectral has refused to
state whether it will or will not allege infringement of its patents by the
Triage Cardiac Panel once that product is launched. The Company is continuing it
s review of the issued patents cited in this letter and is evaluating their
potential impact on the Triage Cardiac System. Spectral may initiate litigation
alleging that the Triage Cardiac Panel infringes claims under their patents. The
litigation, if initiated, could seek to recover damages as a result of any sales
of the product and to enjoin further sales.
The Company also has received correspondence from other parties calling to
the Company's attention the existence of certain patents for which they believe
Biosite's products and products under development may incorporate technologies
that are the subject of such patents. Such correspondence has in certain
instances included offers to negotiate the licensing of the patented
technologies. There can be no assurance that such matters will not result in
litigation to determine the enforceability, scope, and validity of the patents.
Litigation, if initiated, could seek to recover damages as a result of any sales
of the products and to enjoin further sales of such products.
The Behring litigation and any other litigation that could be brought forth
by other parties may result in material expenses to the Company and significant
diversion of effort by the Company's technical and management personnel,
regardless of the outcome. The outcome of litigation is inherently uncertain and
there can be no assurance that a court would not find the third-party claims
valid and that the Company had no successful defense to such claims. An adverse
outcome in litigation or the failure to obtain a necessary license could subject
the Company to significant liability and could prevent the Company from selling
the Triage DOA Panel, Triage C. DIFFICILE Panel or the Triage Cardiac System,
which could have a material adverse effect on the Company's business, financial
condition and results of operations.
The Company also relies upon trade secrets, technical know-how and
continuing invention to develop and maintain its competitive position. There can
be no assurance that others will not independently develop substantially
equivalent proprietary information and techniques or otherwise gain access to
the Company's trade secrets or disclose such technology, or that the Company can
meaningfully protect its trade secrets, or that the Company will be capable of
protecting its rights to its trade secrets.
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<PAGE>
Others may have filed and in the future are likely to file patent
applications that are similar or identical to those of the Company. To determine
the priority of inventions, the Company may have to participate in interference
proceedings declared by the USPTO that could result in substantial cost to the
Company. No assurance can be given that any patent application of another will
not have priority over patent applications filed by the Company.
The commercial success of the Company also depends in part on the Company
neither infringing patents or proprietary rights of third parties nor breaching
any licenses that may relate to the Company's technologies and products. The
Company is aware of several third-party patents that may relate to the Company's
technology. There can be no assurance that the Company does not or will not
infringe these patents, or other patents or proprietary rights of third parties.
In addition, the Company has received and may in the future receive notices
claiming infringement from third parties as well as invitations to take licenses
under third party patents. Any legal action against the Company or its
collaborative partners claiming damages and seeking to enjoin commercial
activities relating to the Company's products and processes affected by third
party rights, in addition to subjecting the Company to potential liability for
damages, may require the Company or its collaborative partner to obtain a
license in order to continue to manufacture or market the affected products and
processes. There can be no assurance that the Company or its collaborative
partners would prevail in any such action or that any license (including
licenses proposed by third parties) required under any such patent would be made
available on commercially acceptable terms, if at all. There are a significant
number of U.S. and foreign patents and patent applications in the Company's
areas of interest, and the Company believes that there may be significant
litigation in the industry regarding patent and other intellectual property
rights. If the Company becomes involved in such litigation, it could consume a
substantial portion of the Company's managerial and financial resources, which
could have a material adverse effect on the Company's business, financial
condition and results of operations.
GOVERNMENT REGULATION; NO ASSURANCE OF OBTAINING REGULATORY APPROVALS
The testing, manufacture and sale of the Company's products are subject to
regulation by numerous governmental authorities, principally the FDA and
corresponding state and foreign regulatory agencies. Pursuant to the Federal
Food, Drug and Cosmetic Act, and the regulations promulgated thereunder, the FDA
regulates the preclinical and clinical testing, manufacture, labeling,
distribution and promotion of medical devices. The Company will not be able to
commence marketing or commercial sales in the United States of new products
under development until it receives clearance or approval from the FDA, which
can be a lengthy, expensive and uncertain process. Noncompliance with applicable
requirements can result in, among other things, fines, injunctions, civil
penalties, recall or seizure of products, total or partial suspension of
production, failure of the government to grant premarket clearance or premarket
approval for devices, withdrawal of marketing clearances or approvals, and
criminal prosecution. The FDA also has the authority to request recall, repair,
replacement or refund of the cost of any device manufactured or distributed by
the Company.
Any devices manufactured or distributed by the Company pursuant to FDA
clearance or approvals are subject to pervasive and continuing regulation by the
FDA and certain state agencies. Before a new device can be introduced in the
market, the manufacturer must generally obtain FDA clearance of a 510(k)
notification or FDA approval of a PMA application. The PMA approval process is
more expensive, uncertain and lengthy than the 510(k) clearance process. The
Company is uncertain of the regulatory path to market that the FDA will
ultimately apply to the Company's products currently in development. Although
the Triage DOA Panel, Triage C. DIFFICILE Panel and Triage Cardiac System
received 510(k) clearance, a PMA may be required for the Triage Neoral Assay,
the Triage BNP Assay and Triage LBP Assay now in development. There can be no
assurance that with respect to any of the Company's products in development, the
FDA will not determine that the Company must adhere to the more costly, lengthy
and uncertain PMA approval process. Modifications to a device that is the
subject of an approved PMA application, its labeling or manufacturing process
may require approval by the FDA of a PMA supplement or a new PMA application.
For any devices that are cleared through the 510(k) process, modifications or
enhancements that could significantly affect safety or effectiveness, or
constitute a major change in the intended use of the device, will require new
510(k) submissions.
There can be no assurance that the Company will be able to obtain necessary
regulatory approvals or clearances for its products on a timely basis, if at
all, and delays in receipt of or failure to receive such approvals or
clearances, the loss of previously received approvals or clearances, limitations
on intended use imposed as a condition of such approvals or clearances, or
failure to comply with existing or future regulatory requirements would have a
material adverse effect on the Company's business, financial condition and
results of operations.
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Before the manufacturer of a device can submit the device for FDA clearance
or approval, it generally must conduct a clinical investigation of the device.
Although clinical investigations of most devices are subject to the IDE
requirements, clinical investigations of IVD tests, such as all of the Company's
products and products under development, are exempt from the IDE requirements,
including the need to obtain the FDA's prior approval, provided the testing is
noninvasive, does not require an invasive sampling procedure that presents a
significant risk, does not intentionally introduce energy into the subject, and
is not used as a diagnostic procedure without confirmation by another medically
established test or procedure. In addition, the IVD must be labeled for RUO or
IUO, and distribution controls must be established to assure that IVDs
distributed for research or clinical investigation are used only for those
purposes.
The Company intends to conduct clinical investigations of its products
under development, which will entail distributing them in the United States on
an IUO basis. There can be no assurance that the FDA would agree that the
Company's IUO distribution of its IVD products under development will meet the
requirements for IDE exemption. Furthermore, failure by the Company or the
recipients of its products under development to maintain compliance with the IDE
exemption requirements could result in enforcement action by the FDA, including,
among other things, the loss of the IDE exemption or the imposition of other
restrictions on the Company's distribution of its products under development,
which would adversely affect the Company's ability to conduct the clinical
investigations necessary to support marketing clearance or approval.
Manufacturers of medical devices for marketing in the United States are
required to adhere to QSR, which includes testing, control, documentation and
other quality assurance requirements. Manufacturers must also comply with MDR
requirements that a manufacturer report to the FDA any incident in which its
product may have caused or contributed to a death or serious injury, or in which
its product malfunctioned and would be likely to cause or contribute to a death
or serious injury upon recurrence. Labeling and promotional activities are
subject to scrutiny by the FDA and, in certain circumstances, by the Federal
Trade Commission. Current FDA enforcement policy prohibits the marketing of
approved medical devices for unapproved uses.
The Company is subject to routine inspection by the FDA and certain state
agencies for compliance with QSR requirements, MDR requirements and other
applicable regulations. The recently finalized QSR requirements include the
addition of design controls, that will likely increase the cost of compliance.
There can be no assurance that the Company will not incur significant costs to
comply with laws and regulations in the future or that such laws and regulations
will not have a material adverse effect upon the Company's business, financial
condition and results of operation.
The use of Biosite's products is also affected by the CLIA and related
federal and state regulations which provide for regulation of laboratory
testing. The scope of these regulations includes quality control, proficiency
testing, personnel standards and federal inspections. CLIA categorizes tests as
"waived," "moderately complex" or "highly complex," on the basis of specific
criteria. There can be no assurance that any future amendment of CLIA or the
promulgation of additional regulations impacting laboratory testing would not
have a material adverse effect on the Company's ability to market its products
or on its business, financial condition and results of operations.
DEPENDENCE ON OTHERS FOR THE DEVELOPMENT OF NEW PRODUCTS
Biosite's strategy for the research, development, commercialization and
distribution of certain of its products entails entering into various
arrangements with corporate partners, licensors, licensees and others, and is
dependent upon the success of these parties in performing their
responsibilities. There can be no assurance that such parties will perform their
obligations as expected or that any revenue will be derived from such
arrangements.
Biosite has entered into agreements with, among others, Novartis and KDK
for the development and marketing of products. The agreements are subject to
certain rights of termination, and there can be no assurance that any such
agreement will not be terminated. There also can be no assurance that the
Company's collaborators will abide by their contractual obligations or will not
discontinue or sell their current lines of business. There also can be no
assurance that any of the research for which the Company receives or provides
funding will lead to the development of products. The Company intends to enter
into additional development and marketing agreements. However, there can be no
assurance that the Company will be able to enter into such agreements on
acceptable terms, if at all.
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<PAGE>
The Company is continuing to enhance, with LRE, a hand-held point-of-care
fluorescent meter for use in Triage Meter System products. The meter can be
programmed to run a specific test through the use of changeable proprietary
software which is also under further development by LRE. There can be no
assurance that LRE will develop the hardware or software on schedule, if at all,
or that new software will be developed to permit the meter to be used for
another Triage Meter System product. See "Business -- Strategic and Distribution
Arrangements."
DEPENDENCE ON SOLE-SOURCE SUPPLIERS
Certain key components and raw materials used in the manufacture of the
Triage DOA Panel, Triage C. DIFFICILE Panel and Triage Cardiac System are
currently provided by single-source vendors. Although the Company believes that
alternative sources for such components and raw materials are available, any
supply interruption in a sole-sourced component of raw material would have a
material adverse effect on the Company's ability to manufacture the Triage DOA
Panel, Triage C. DIFFICILE Panel and Triage Cardiac System until a new source of
supply is qualified and, as a result, would have a material adverse effect on
the Company's business, financial condition and results of operations. In
addition, an uncorrected impurity or supplier's variation in a raw material,
either unknown to the Company or incompatible with the Company's Triage DOA
Panel, Triage C. DIFFICILE Panel and Triage Cardiac System manufacturing
processes, could have a material adverse effect on the Company's ability to
manufacture products. The Company currently has under development products other
than the Triage DOA Panel, Triage C. DIFFICILE Panel and Triage Cardiac System
which, if developed, may require that the Company enter into additional supplier
arrangements. There can be no assurance that the Company will be able to enter
into additional supplier arrangements on commercially reasonable terms, if at
all. Failure to obtain a supplier for the manufacture of its future products, if
any, would have a material adverse effect on the Company's business, financial
condition and results of operations.
The Company expects to rely upon LRE for production of the fluorescent
meter to be used in connection with its Triage Meter System platform products,
including the Triage Cardiac System and others currently under development. The
Company's dependence upon LRE for the manufacture of such a meter may adversely
affect the Company's profit margins, its ability to develop and manufacture
products on a timely and competitive basis, the timing of market introductions
and subsequent sales of products incorporating the LRE meter. See "Business --
Strategic and Distribution Arrangements."
LIMITED MANUFACTURING EXPERIENCE; POTENTIAL INABILITY TO SCALE-UP MANUFACTURING
To be successful, the Company must manufacture its current and future
products in compliance with regulatory requirements, in sufficient quantities
and on a timely basis, while maintaining product quality and acceptable
manufacturing costs. The Company has limited experience manufacturing products
other than the Triage DOA Panel. To achieve the level of production necessary
for commercialization of Biosite's products under development, the Company will
need to scale-up current manufacturing capabilities. Significant additional work
will be required for the scaling-up of each potential Biosite product prior to
commercialization, and there can be no assurance that such work can be completed
successfully. In addition, although the Company expects that certain of its
products under development will share certain production attributes with the
Triage DOA Panel, Triage C. DIFFICILE Panel or Triage Cardiac System, production
of such products may require the development of new manufacturing technologies
and expertise. There can be no assurance that such products can be manufactured
by the Company or any other party at a cost or in quantities to make such
products commercially viable. If the Company is unable to develop or contract
for manufacturing capabilities on acceptable terms for its products under
development, the Company's ability to conduct preclinical and clinical testing
will be adversely affected, resulting in the delay of submission of products for
regulatory clearance or approval and initiation of new development programs,
which would have a material adverse effect on the Company's business, financial
condition and results of operations. See "Business -- Manufacturing."
The Company anticipates making significant expenditures to develop high
volume manufacturing capabilities required for each of its products currently
under development, if such products are successfully developed. There can be no
assurance that manufacturing and quality control problems will not arise as the
Company attempts to scale-up its manufacturing or that such scale-up can be
achieved in a timely manner or at a commercially reasonable cost, if at all.
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<PAGE>
The Company's manufacturing facilities and those of its contract
manufacturers are or will be subject to periodic regulatory inspections by the
FDA and other federal and state regulatory agencies and such facilities are
subject to QSR requirements of the FDA. There can be no assurance that the
Company or its contractors will satisfy such regulatory requirements, and any
failure to do so would have a material adverse effect on the Company's business,
financial condition and results of operations.
UNCERTAINTY RELATING TO THIRD PARTY REIMBURSEMENT AND POTENTIAL COST CONSTRAINTS
In the United States, health care providers that purchase the Triage DOA
Panel and other diagnostic products, such as hospitals and physicians, generally
rely on third party payors, principally private health insurance plans, federal
Medicare and state Medicaid, to reimburse all or part of the cost of the
procedure. Such third party payors can affect the pricing or the relative
attractiveness of the Company's products by regulating the maximum amount of
reimbursement provided by such payors for testing services. In addition, the
tests performed by public health departments, corporate wellness programs and
other large volume users in the drug screening market are generally not subject
to reimbursement. Further, certain health care providers are moving towards a
managed care system in which such providers contract to provide comprehensive
health care for a fixed cost per patient. The Company is unable to predict what
changes will be made in the reimbursement methods utilized by third party
payors. The Company could be adversely affected by changes in reimbursement
policies of governmental or private health care payors, particularly to the
extent any such changes affect reimbursement for procedures in which the
Company's products are used. Third party payors are increasingly scrutinizing
and challenging the prices charged for medical products and services. Decreases
in reimbursement amounts for tests performed using the Company's products may
decrease amounts physicians and other practitioners are able to charge patients,
which in turn may adversely affect the Company's ability to sell its products on
a profitable basis. Failure by physicians and other users to obtain
reimbursement from third party payors, or changes in government and private
third party payors' policies toward reimbursement of tests utilizing the
Company's products could have a material adverse effect on the Company's
business, financial condition or results of operation. Given the efforts to
control and reduce health care costs in the United States in recent years, there
can be no assurance that currently available levels of reimbursement will
continue to be available in the future for the Company's existing products or
products under development.
In addition, market acceptance of the Company's products in international
markets is dependent, in part, upon the availability of reimbursement within
prevailing health care payment systems. Reimbursement and health care payment
systems in international markets vary significantly by country, and include both
government sponsored health care and private insurance.
The Company believes that the overall escalating cost of medical products
and services has led to and will continue to lead to increased pressures on the
health care industry, both foreign and domestic, to reduce the cost of products
and services, including products offered by the Company. There can be no
assurance that third party reimbursement and coverage will be available or
adequate in either U.S. or foreign markets, that current reimbursement amounts
will not be decreased in the future or that future legislation, regulation or
reimbursement policies of third party payors will not otherwise adversely affect
the demand for the Company's products or its ability to sell its products on a
profitable basis.
POSSIBLE FUTURE CAPITAL REQUIREMENTS; UNCERTAINTY OF ADDITIONAL FUNDING
While the Company believes that its available cash, cash from operations
and funds from existing credit arrangements will be sufficient to satisfy its
funding needs for at least the next 24 months, there can be no assurance the
Company will not require additional capital. The Company's future liquidity and
capital funding requirements will depend on numerous factors, including the
extent to which the Company's products under development are successfully
developed and gain market acceptance, the timing of regulatory actions regarding
the Company's potential products, the costs and timing of expansion of sales,
marketing and manufacturing activities, facilities expansion needs, procurement
and enforcement of patents important to the Company's business, resolution of
patent matters, results of clinical investigations and competition. There can be
no assurance that such additional capital, if needed, will be available on terms
acceptable to the Company, if at all. Certain funding arrangements may require
the Company to relinquish its rights to certain of its technologies, products or
marketing territories. Furthermore, any additional equity financing may be
dilutive to stockholders, and debt financing, if available, may include
restrictive covenants. The failure by the Company to raise capital on acceptable
terms when needed could have a material adverse effect on the Company's
business, financial condition and results of operations. See "Management's
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<PAGE>
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."
POTENTIAL INABILITY TO MANAGE GROWTH; DEPENDENCE ON KEY PERSONNEL
The Company anticipates increased growth in the number of its employees,
the scope of its operating and financial systems and the geographic area of its
operations as new products are developed and commercialized. This growth will
result in an increase in responsibilities for both existing and new management
personnel. The Company's ability to manage growth effectively will require it to
continue to implement and improve its operational, financial and management
information systems and to train, motivate and manage its employees. There can
be no assurance that the Company will be able to manage its expansion, and a
failure to do so could have a material adverse effect on the Company's business,
financial condition and results of operations.
The Company's future success depends in part on the continued service of
its key technical, sales, marketing and executive personnel, and its ability to
identify and hire additional qualified personnel. Competition for such personnel
is intense and there can be no assurance that the Company can retain existing
personnel or identify or hire additional personnel.
PRODUCT LIABILITY EXPOSURE; INADEQUACY OR UNAVAILABILITY OF INSURANCE COVERAGE
The testing, manufacturing and marketing of medical diagnostic devices such
as the Triage DOA Panel, Triage C. DIFFICILE Panel and Triage Cardiac System, as
well as the Company's products currently under development, entail an inherent
risk of product liability claims. To date, the Company has not experienced any
material product liability claims, but any such claims arising in the future
could have a material adverse effect on the Company's business, financial
condition and results of operations. Potential product liability claims may
exceed the amount of the Company's insurance coverage or may be excluded from
coverage under the terms of the policy. There can be no assurance that the
Company's existing insurance can be renewed at a cost and level of coverage
comparable to that presently in effect, if at all. In the event that the Company
is held liable for a claim against which it is not indemnified or for damages
exceeding the limits of its insurance coverage, such claim could have a material
adverse effect on the Company's business, financial condition and result of
operations.
IMPACT OF YEAR 2000 ISSUE
The Company is currently developing a plan to ensure its system and
software infrastructure will function properly with respect to the dates in the
year 2000 and thereafter. Key financial, information and operational systems
will be assessed and plans will be developed to address required systems
modifications. The Company will coordinate these activities with suppliers,
distributors, financial institutions and others with whom it does business. The
Company believes that, with modifications to existing software and conversions
to new software, the Year 2000 Issue will not pose significant operational
problems for its computer systems and will not have a material adverse effect on
the Company's business. However, if such modifications and conversions are not
made or are not completed timely, the Year 2000 Issue could have a material
impact on the operations of the Company. Additionally, there is no guarantee
that the systems of other companies on which Biosite's systems rely will be
timely converted and would not have an adverse effect on the Company's systems.
For example, to the extent that customers would be unable to order products or
pay invoices or suppliers would be unable to manufacture or deliver product, the
Company's operations would be affected.
ITEM 2. PROPERTIES
The Company currently leases approximately 105,000 square feet of space in
six buildings in the Sorrento Valley area in San Diego under leases that expire
from September 1999 through December 1999 with renewal options through 2001. The
Company believes these facilities are adequate for its current needs and that
suitable additional or alternative space will be available in the future on
commercially reasonable terms as needed. The Company's current facilities are
used for its administrative offices, research and development facilities and
manufacturing operations. The Company is negotiating with various parties for
the leasing of a new campus corporate facility to be constructed in San Diego,
which would be adequate for its future needs. The Company does not anticipate
relocating its operations to the new facility prior to January 2000. This may
result in an increase in rent upon occupancy.
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<PAGE>
ITEM 3. LEGAL PROCEEDINGS
In September 1997, the Company was named in a lawsuit filed by Behring
Diagnostics GmbH and Behring Diagnostics, Inc. ("Behring") alleging that the
Company's Triage DOA Panel products infringe a patent held by the plaintiffs,
which expires in August, 2000. The plaintiffs seek to recover damages of an
unspecified amount and to enjoin future sales of the Triage DOA Panel products
by the Company. The Company has reviewed the cited patent and believes it has
meritorious defenses. The Company intends to vigorously defend its position, and
may incur significant legal costs in executing its defense. In January 1998, the
Company amended its answer to the claims of the Behring lawsuit to include
antitrust counterclaims against Behring. The Company seeks an injunction
requiring Dade International Inc. to divest itself of its recent acquisition of
Behring Diagnostics, Inc. and Behring Diagnostics GmbH, treble monetary damages
and attorney fees. If the Company's Triage DOA Panel products were found to
infringe such patents, and if an acceptable license was not available, the
Company would be materially and adversely affected. The Company's Triage Meter
platform, including the Triage Cardiac System is not the subject of the patent
infringement claims as filed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded in the over-the-counter market on the
Nasdaq National Market (the "NNM") under the symbol "BSTE". The following tables
set forth the high and low sale prices, for the Company's common stock as
reported on the NNM for the periods indicated commencing on February 11, 1997,
the date the initial public offering price was determined.
<TABLE>
<CAPTION>
1997 HIGH LOW
---- ---- ---
<S> <C> <C>
First Quarter, commencing on
February 11, 1997 through March 31, 1997.......... $ 14.125 $ 9.380
Second Quarter...................................... $ 9.750 $ 7.000
Third Quarter....................................... $ 9.500 $ 7.000
Fourth Quarter...................................... $ 11.630 $ 7.880
</TABLE>
There were approximately 162 holders of record of common stock as of
February 28, 1998. The Company has not paid any cash dividends to date and does
not anticipate any being paid in the foreseeable future.
USE OF PROCEEDS
The Company sold 2,760,000 shares of common stock, par value $.01 per
share, pursuant to a Registration Statement on Form S-1 (File No. 333-17657),
which was declared effective by the Securities and Exchange Commission on
February 10, 1997. The managing underwriters of the offering were Cowen &
Company and Alex. Brown & Sons. The aggregate gross proceeds of the offering
were $33,120,000. The Company's total expenses in connection with the offering
were $3,291,629, of which $2,318,400 was for underwriting discounts and
commissions and $973,229 was for other expenses paid to persons other than
directors or officers of the Company, persons owning more than 10 percent of any
class of equity securities of the Company, or affiliates of the Company
(collectively Affiliates). The Company's net proceeds from the offering were
$29,828,370. As of December 31, 1997, the Company has expended approximately
$4,720,000 of such net proceeds for the purchase of property, equipment and
leasehold improvements, $10,770,000 for research and development, and $7,030,000
on sales and marketing activities. The Company utilized the remaining net
proceeds of approximately $7,309, 000 for working capital and general corporate
purposes.
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<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
(in thousands, except per share data)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1993 1994 1995 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales......................................... $ 9,866 $ 16,320 $ 25,147 $ 28,206 $ 31,677
Cost of sales..................................... 3,268 4,416 5,649 5,983 6,926
Gross profit...................................... 6,598 11,904 19,498 22,223 24,751
Research and development.......................... 2,796 3,836 6,553 9,268 11,662
Selling, general and administrative............... 4,841 5,960 7,134 8,623 11,549
Defense of patent matters......................... -- 338 1,217 2,368 331
Total operating expenses.......................... 7,637 10,134 14,904 20,259 23,542
Income (loss) from operations..................... (1,039) 1,770 4,594 1,964 1,209
Interest and other income, net.................... 613 649 1,647 1,846 3,435
Reacquisition of distribution rights.............. -- -- -- -- (3,364)
Income (loss) before benefit (provision)
for income taxes.................................. (426) 2,419 6,241 3,810 1,280
Benefit (provision) for income taxes.............. -- (63) 1,667 (261) (82)
Net income (loss)................................. $ (426) $ 2,356 $ 7,908 $ 3,549 $ 1,198
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Basic net income (loss) per share................. $ (0.04) $ 0.25 $ 0.83 $ 0.36 $ 0.10
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Diluted net income (loss) per share............... $ (0.04) $ 0.24 $ 0.79 $ 0.34 $ 0.09
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Common and common equivalent shares used
in computing per share amounts(1)
- Basic................................... 9,473 9,482 9,577 9,852 12,371
- Diluted................................. 9,473 9,910 10,004 10,004 13,081
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------------------------
1993 1994 1995 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and marketable securities.. $ 5,129 $ 5,916 $ 13,979 $ 9,916 $ 39,257
Working capital................................... 6,407 7,974 14,428 14,305 46,611
Total assets...................................... 10,269 14,364 27,935 30,089 63,311
Long-term obligations, less current portion....... 634 772 2,739 3,253 3,797
Stockholders' equity.............................. 8,155 10,512 18,526 22,153 55,090
</TABLE>
- ----------
(1) Computed on the basis described in Note 1 of Notes to Financial Statements.
-31-
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THE MATTERS DISCUSSED IN THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS CONTAIN FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO
SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN THE
SECTIONS ENTITLED "BUSINESS" AND "RISK FACTORS," AS WELL AS THOSE DISCUSSED
ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K. THE COMPANY DISCLAIMS, ANY INTENT
OR OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.
OVERVIEW
Since the Company's inception in 1988, the Company has been primarily
involved in the research, development, manufacturing and marketing of rapid
diagnostic tests. The Company began commercial sales of the Triage Panel for
Drugs of Abuse ("Triage DOA Panel") in February 1992 and currently markets the
product worldwide primarily through distributors supported by a direct sales
force. The Company is engaged in research and development of additional rapid
diagnostic products in the microbiology, cardiology and therapeutic drug
monitoring fields.
All of the Company's sales to date have been due to sales of the Triage DOA
Panel product line. The Triage DOA Panel is currently marketed pursuant to
exclusive distribution agreements in the U.S. hospital market segment by Fisher
(which accounted for 80% of product sales in 1997) and in certain countries in
Europe, Latin America, the Middle East, Asia and Africa by Merck KGaA ("Merck").
Since the launch of the Triage DOA Panel in fiscal 1992, the Company has
experienced continued revenue growth from its Triage DOA Panel product line. The
Company believes that the growth in sales of Triage DOA Panel products is
slowing as the available U.S. market becomes saturated and competitive pressures
become more and more prominent in a maturing market.
The Company anticipates that its results of operations may fluctuate for
the foreseeable future due to several factors, including whether and when new
products are successfully developed and introduced by the Company, market
acceptance of current or new products, regulatory delays, product recalls,
manufacturing delays, shipment problems, seasonal customer demand, the timing of
significant orders, changes in reimbursement policies, competitive pressures on
average selling prices, changes in the mix of products sold and patent
conflicts. Operating results would also be adversely affected by a downturn in
the market for the Company's current and future products, if any, order
cancellations or order rescheduling. The Company currently manufactures and
ships product shortly after receipt of orders and anticipates that it will do so
in the future. Accordingly, the Company has not developed a significant backlog
and does not anticipate it will develop a material backlog in the future.
Because the Company is continuing to increase its operating expenses for
personnel and new product development, the Company's operating results would be
adversely affected if its sales did not correspondingly increase or if its
product development efforts are unsuccessful or are subject to delays. The
Company's limited operating history makes accurate prediction of future
operating results difficult or impossible. Although the Company has experienced
growth in recent years, there can be no assurance that, in the future, the
Company will sustain revenue growth or remain profitable on a quarterly or
annual basis or that its growth will be consistent with predictions made by
securities analysts.
RECENT DEVELOPMENTS
INITIAL PUBLIC OFFERING
In February 1997, the Company completed its initial public offering of
2,760,000 shares of Common Stock (including an exercised underwriters'
over-allotment option for 360,000 shares of Common Stock) at a price to the
public of $12.00 per share, providing the Company with net proceeds of
approximately $29.8 million, after deducting underwriting discounts and
commissions of approximately $2.3 million and offering expenses of approximately
$973,000. Additionally, all outstanding shares of Preferred Stock were converted
into 8,328,847 shares of Common Stock and an outstanding $1.0 million
convertible debenture and related accrued interest was converted into 92,575
shares of Common Stock upon the completion of the initial public offering.
-32-
<PAGE>
RESEARCH AND DEVELOPMENT
In January 1998, the Company received final approval from the U.S. Food and
Drug Administration ("FDA") to market the Triage Cardiac Panel and the Triage
Meter in the United States (together called "Triage Cardiac System"). The Triage
Cardiac Panel may aid in the diagnosis of Acute Myocardial Infarction ("AMI")
and provide physicians with an enhanced ability to make treatment decisions in a
timely manner. Used in conjunction with the Triage Meter, the Triage Cardiac
Panel is a rapid diagnostic product that quantitatively measures, in a single
test device, the level of CK-MB, Troponin I and Myoglobin from a whole-blood
sample. In March 1998, the Company received final clearance from the FDA to
market the Triage C. DIFFICILE Panel, a new rapid test designed to identify
CLOSTRIDIUM DIFFICILE, an opportunistic pathogen of the intestinal tract that
may thrive as a result of broad spectrum antibiotic treatment. Prior to the
launch of the Triage Cardiac System or the Triage C. DIFFICILE Panel, the
Company will need to complete an internal validation of the manufacturing
processes of each of the new products, in compliance with FDA standards.
The Company also successfully completed feasibility studies for the Triage
Neoral System under its antibody license agreement with Novartis. As a result of
this milestone achievement, Novartis invested, in January 1998, an additional
$500,000 in Biosite in exchange for a convertible debenture. The convertible
debenture was immediately converted into 41,666 shares of common stock of the
Company based on the IPO of $12.00 per share. Additionally, the Company and
Novartis entered into an agreement to expand the scope of the collaborative
development of the Triage Neoral System. The expansion of the collaboration may
result in payments to Biosite upon attainment of certain milestones.
There can be no assurance that the Company complete its internal validation
of the manufacturing processes of the new products in compliance with FDA
standards or successfully attain the research and development milestones
necessary to earn the additional Novartis milestone payments.
PRODUCT DISTRIBUTION AGREEMENTS
With the potential launch of new products from the Company's development
pipeline, the Company is evaluating distribution alternatives for its current
products and potential new products. As a result, the Company has increased the
size of its sales force in the U.S. and is negotiating a new long-term
distribution alliance with the Fisher Healthcare Division ("Fisher") of the
Fisher Scientific Company, the Company's distributor of the Triage DOA Panel in
the U.S. hospital market segment. The long-term distribution arrangement with
Fisher would expand their role to include the distribution of the Triage Cardiac
System and Triage C. DIFFICILE Panel and certain of the potential new products
in the U.S. medical market.
As a result of a decision by Merck to refocus away from certain aspects of
the human diagnostic business, the Company terminated the development and
distribution agreement for the Triage Cardiac System with Merck in December
1997. Upon termination, the Company paid a $2.1 million cash payment and forgave
approximately $1.3 million owed to the Company by Merck related to the
development of the Triage Cardiac System. Additionally, the Company terminated
its agreement with Merck, effective December 1998, regarding international
distribution rights for the Triage DOA Panel product line. The Company is
evaluating product distribution alternatives for the international markets,
including, among other things, alliances with other distribution partners and
the establishment of a direct sales force in certain European countries.
The Company anticipates that it may, if appropriate, enter into additional
distribution agreements with respect to its products currently under development
and products that it develops in the future, if any of such products receive the
requisite regulatory clearance or approvals.
There can be no assurance that the Company will be able to enter into these
or other distribution agreements on acceptable terms, if at all. If the Company
elects to distribute products directly, there can be no assurance that the
Company's direct sales, marketing and distribution efforts would be successful.
A failure to enter into acceptable distribution agreements or a failure of the
Company to successfully market its products would have a material and adverse
effect on the Company.
-33-
<PAGE>
LITIGATION
In September 1997, the Company was named in a lawsuit filed by Behring
Diagnostics GmbH and Behring Diagnostics, Inc. ("Behring") alleging that the
Company's Triage DOA Panel products infringe a patent held by the plaintiffs,
which expires in August, 2000. The plaintiffs seek to recover damages of an
unspecified amount and to enjoin future sales of the Triage DOA Panel products
by the Company. The Company has reviewed the cited patent and believes it has
meritorious defenses. The Company intends to vigorously defend its position, and
may incur significant legal costs in executing its defense. In January 1998, the
Company amended its answer to the claims of the Behring lawsuit to include
antitrust counterclaims against Behring. The Company seeks an injunction
requiring Dade International Inc. to divest itself of its recent acquisition of
Behring Diagnostics, Inc. and Behring Diagnostics GmbH, treble monetary damages
and attorney fees. If the Company's Triage DOA Panel products were found to
infringe such patents, and if an acceptable license was not available, the
Company would be materially and adversely affected. The Company's Triage Meter
platform, including the Triage Cardiac System under development is not the
subject of the patent infringement claims as filed.
RESULTS OF OPERATIONS
The following table sets forth certain operating data as a percentage of
net sales:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Net sales............................................. 100% 100% 100%
Cost of sales......................................... 22 21 22
--- --- ---
Gross profit.......................................... 78 79 78
Operating expenses:
Research and development.............................. 26 33 37
Selling, general and administrative................... 29 31 36
Defense of patent matters............................. 5 8 1
--- --- ---
Total operating expenses.............................. 60 72 74
Income from operations............................... 18 7 4
Other income, net..................................... 7 7 11
Reacquisition of distribution rights.................. -- -- (11)
--- --- ---
Income before benefit (provision) for income taxes....
25 14 4
Benefit (provision) for income taxes.................. 7 (1) ---
Net income ........................................... 32% 13% 4%
=== === ==
</TABLE>
YEARS ENDED DECEMBER 31, 1997 AND 1996
REVENUES. Revenues increased 12% to $31.7 million in 1997 from $28.2
million in 1996. The increase is primarily attributable to the continued market
acceptance of the Company's Triage DOA Plus TCA Panel and Triage Intervention
Panel products. The Company believes that the growth in sales of the Triage DOA
Panel products is slowing as the available U.S. market becomes saturated and
competitive pressures become more prominent in a maturing market.
GROSS PROFIT. Gross profit increased 11% to $24.8 million in 1997 as a
result of increased sales of the Triage DOA Panel product line. Gross margins
decreased slightly to 78% from 79% for 1996. The Company expects that gross
margins will continue to decrease as a result of competitive pricing pressures
and the potential introduction of new products. Such potential new products are
expected to realize lower gross margins during the early stages of
commercialization of these products.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 26% to $11.7 million in 1997 from $9.3 million in 1996. This increase
resulted primarily from the expansion of the Company's research and development
and manufacturing scale-up efforts on its cardiac, microbiology, and therapeutic
drug monitoring
-34-
<PAGE>
assays under development. During 1997, the Company continued to expend
significant efforts on activities related to the Triage Cardiac Panel and the
Triage C. DIFFICILE Panel, two products which the Company believes are
closest to commercialization, while continuing research and development
activities related to other products under development. The Company expects
that its research and development expenses will continue to increase in 1998,
as compared to 1997 levels. The increased expenditures are expected to
primarily relate to preclinical and clinical studies, hiring additional
personnel, product development efforts and manufacturing scale-up activities.
The timing of such increased expenditures and their magnitude are primarily
dependent on the progress and success of the research and development and the
timing of product launch of the Triage Cardiac System and Triage C. DIFFICILE
Panel and other potential product launches. With the FDA approval of the
Triage Cardiac System and Triage C. DIFFICILE Panel, manufacturing scale-up
activities related to these potential products are expected to continue in
the first and second quarters of 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 34% to $11.5 million in 1997 from $8.6 million
in 1996. The 1997 increases were primarily a result of the costs of expanding
the Company's in-house marketing and administrative functions to support the
Company's expanded operations and public reporting responsibilities. During
1997, the Company continued to implement certain marketing programs designed to
spur greater sales of its Triage DOA Panel products in the workplace testing
market and secure long-term commitments from customers in the clinical market.
Additionally, preparatory marketing activities related to the potential launch
of new products were initiated. The Company expects selling, general and
administrative costs to increase significantly in 1998, as the Company continues
to expand its level of operations and in anticipation of potential changes in
its operations resulting from, among other things, the potential introduction of
new products, expansion of the Company's facilities, and the Company's
obligations as a public reporting entity. Associated with the potential
introduction of new products are increased costs related to the Company's plans
to expand its sales force in the U.S., increased marketing activities, and the
addition of administrative personnel to support expanded manufacturing and sales
activities. The timing of such increased expenditures and their magnitude are
primarily dependent on the success of the development of new products and the
timing of their commercialization, distribution strategies and sales growth.
DEFENSE OF PATENT MATTERS. In 1997, the Company recorded legal costs
associated with the Behring litigation and other patent disputes totaling
approximately $331,000 relating to the defense of such patent matters. The
Company intends to vigorously defend itself in this matter and may incur
significant legal costs in executing its defense.
INTEREST AND OTHER INCOME. Interest income increased $1.4 million to $2.1
million in 1997 from $736,000 in 1996. The increases resulted primarily from the
higher average balances of cash, cash equivalents and marketable securities
during 1997 as compared to 1996. In February 1997, the Company received net
proceeds from its initial public offering of approximately $29.8 million.
REACQUISITION OF DISTRIBUTION RIGHTS. In 1994, the Company entered into an
agreement with Merck to distribute the Triage Cardiac System in certain
countries in Europe and Latin America and in South Africa. In 1996, Merck
decided to refocus away from certain aspects of the human diagnostics business.
In December 1997, Biosite terminated the development and distribution agreement
with Merck for the Triage Cardiac System, paid Merck $2.1 million cash and
forgave $1.3 million owed to the Company by Merck related to the development of
the Triage Cardiac Panel and the Triage Meter. The Company is evaluating product
distribution alternatives for the international markets, including, among other
things, alliances with other distribution partners and the establishment of a
direct sales force in certain European countries. There can be no assurance that
the Company will be able to enter into alternative distribution agreements on
acceptable terms, if at all. If the Company elects to distribute products
directly, there can be no assurance that the Company's direct sales, marketing
and distribution efforts would be successful. A failure to enter into acceptable
distribution agreements or a failure of the Company to successfully market its
products would have a material and adverse effect on the Company.
BENEFIT (PROVISION) FOR INCOME TAXES. The Company's provision for income
taxes decreased to $82,000 in 1997 from $261,000 in 1996. As of December 31,
1997, the Company had federal research and development, California research and
development, and California manufacturers' credit carryforwards of approximately
$1,270,000, $370,000, and $427,000, respectively. The federal research and
development, California research and development, and California manufacturers'
credit will begin expiring in 2003, 2003, and 2005, respectively, unless
-35-
<PAGE>
previously utilized. In 1997, the Company utilized federal research and
development credit carryforwards of approximately $98,000 to offset taxable
income.
YEARS ENDED DECEMBER 31, 1996 AND 1995
REVENUES. Revenues increased 12% to $28.2 million in 1996 from $25.1
million in 1995. The increase is primarily attributable to the Company's
expansion of the Triage DOA Panel product line to include the higher-priced
Triage DOA Plus TCA Panel product, which was launched in February 1995. Sales of
Triage DOA Plus TCA Panel product increased 43% to $13.7 million in 1996 from
$9.6 million in 1995. As a result of the market acceptance of Triage DOA Plus
TCA Panel product, a shift from other Triage DOA Panel products occurred as
customers converted their orders to the Triage DOA Plus TCA Panel product.
GROSS PROFIT. Gross profit increased 14% to $22.2 million in 1996 as a
result of increased sales for the Triage DOA Panel product line. Gross margins
increased to 79% for 1996 from 78% for 1995. The increase in gross margins
resulted from continued improvements in the Company's manufacturing efficiency.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 41% to $9.3 million in 1996 from $6.6 million in 1995. This increase
resulted from the expansion of the Company's research and development and
manufacturing scale-up efforts on its microbiology, cardiac, and therapeutic
drug monitoring assays under development. In December 1996, the Company recorded
a charge to research and development of $600,000 for payments under two separate
license agreements for in-process technology.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 21% to $8.6 million in 1996 from $7.1 million
in 1995. This increase was a result of the cost of expanding the Company's
direct sales force and in-house marketing and administrative functions to
support the Company's expanded operations.
DEFENSE OF PATENT MATTERS. In September 1996, the Company reached a
settlement with Abbott Laboratories, with respect to all claims set forth in a
lawsuit filed by Abbott Laboratories in May 1994. The lawsuit alleged that
Triage DOA Panel products infringed a patent licensed to Abbott Laboratories.
The Company vigorously defended the lawsuit. However, to avoid protracted
litigation, the Company settled the patent matter in September 1996, paid $2.0
million as a settlement of the litigation and, for an additional $3.5 million
and the agreement to pay certain royalties, obtained a license to certain
technology. The $2.0 million litigation settlement payment, as well as the
amortization related to prior fiscal years and related legal defense costs were
charged to defense of patent matters in 1996.
INTEREST AND OTHER INCOME. Contract revenues from a related party increased
$541,000 in 1996 to $1.1 million from $561,000 in 1995. This increase was
primarily due to higher expenditures related to the Triage Cardiac development
program with Merck which resulted in higher revenues to the Company. Contract
revenues from an unrelated party decreased $300,000 in 1996. The decrease was
attributable to the timing of the achievement of milestones under the Company's
development agreement with KDK.
BENEFIT (PROVISION) FOR INCOME TAXES. The Company's provision for income
taxes increased to $261,000 in 1996 from a benefit for income taxes of $1.7
million in 1995. The increase in the provision for income taxes resulted
primarily from the smaller decrease in the valuation allowance for deferred tax
assets in 1996 as compared to 1995. The Company decreased the valuation
allowance for deferred tax assets by $1.1 million and $3.9 million in 1996 and
1995, respectively, as the realization of such assets became probable.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations through revenues from
operations, private placements of equity securities, debt and capital lease
financing and interest income earned on the net proceeds from the private
placements. Since its inception, the Company has raised over $21.7 million in
net cash proceeds from the private placement of equity securities and $1.0
million from the issuance of convertible debentures. In February 1997, the
Company raised approximately $29.8 million in net cash proceeds from its initial
public offering of common stock.
-36-
<PAGE>
During the year ended December 31, 1997, the Company generated $1.1 million
in cash from operating activities despite significant investment of cash into
potential product launch activities such as manufacturing scale-up tasks and
preparatory marketing activities. Net proceeds from the initial public offering
of $29.8 million were invested primarily in marketable securities and have been
used to fund operating activities, purchase capital equipment and leasehold
improvements and payment of long-term obligations. Other significant business
activities affecting cash included the $2.1 million contract termination fee
paid to Merck, the expenditure of $5.2 million for capital equipment and
leasehold improvements, the receipt of $3.1 million in proceeds from equipment
financing and payments under equipment financing agreements of $1.2 million.
During the year ended December 31, 1996, the Company generated $2.4 million
in cash from operating activities. Cash generated from net sales was reduced
primarily by the payment of $2.2 million for a license right accrued as of
December 31, 1995 and the payment of $2.0 million to settle patent litigation
with Abbott Laboratories. Cash generated from operating activities was offset by
cash used in investing activities, primarily the acquisition of license rights
from Abbott Laboratories for $3.5 million. Additionally, other significant
business activities affecting cash included the generation of $3.4 million in
cash as a result of maturing marketable securities which were not reinvested,
the expenditure of $2.0 million for capital equipment and leasehold
improvements, the receipt of $1.6 million in proceeds from equipment financing
and payments under equipment financing agreements of $1.2 million.
During the year ended December 31, 1995, the Company generated $7.9 million
in cash from operating activities. In 1995, the Company used $8.5 million in
cash for investing activities, which primarily consisted of increased investment
in marketable securities of $6.2 million and the purchase of capital equipment
for $2.7 million. Additionally, the Company generated $2.5 million in cash from
financing activities that consisted primarily of proceeds from the issuance of a
$1.0 million convertible debenture and proceeds of capital equipment financing
of $2.3 million.
The Company's primary short-term needs for capital, which are subject to
change, are for expansion of its manufacturing capacity for potential new
products, expansion of its direct sales force and marketing programs related to
potential new products, potential procurement and enforcement of patents,
resolution of patent matters, including potential licensing of certain
technologies patented by others, and the continued advancement of research and
development efforts. The Company utilizes credit arrangements with financial
institutions to finance the purchase of capital equipment. As of December 31,
1997, the Company had equipment financing lines of credit with financial
institutions totaling $3.5 million, of which approximately $2.1 million was
available for future borrowing. The $500,000 and $3.0 million lines of credit
expire on March 30 and June 30, 1998, respectively. Additionally, the Company
utilizes cash generated from operating activities to meet its capital
requirements.
The Company is negotiating with various parties for the leasing of a new
campus corporate facility to be constructed in San Diego, which would be
adequate for its future needs. The Company does not anticipate relocating its
operations to the new facility prior to January 2000. This may result in an
increase in rent upon occupancy.
The Company believes that its available cash, cash from operations and
funds from existing credit arrangements will be sufficient to satisfy its
funding needs for at least the next 24 months. Thereafter, if cash generated
from operations is insufficient to satisfy the Company's working capital and
capital expenditure requirements, the Company may be required to sell additional
equity or debt securities or obtain additional credit facilities. There can be
no assurance that such additional capital, if needed, will be available on
satisfactory terms, if at all. Furthermore, any additional equity financing may
be dilutive to stockholders, and debt financing, if available, may include
restrictive covenants. The Company's future liquidity and capital funding
requirements will depend on numerous factors, including the extent to which the
Company's products under development are successfully developed, gain market
acceptance and become and remain competitive, results of clinical
investigations, the timing and results of regulatory actions regarding the
Company's potential products, the costs and timing of expansion of sales,
marketing and manufacturing activities, facilities expansion needs, procurement
and enforcement of patents important to the Company's business, and resolution
of patent matters. The failure by the Company to raise capital on acceptable
terms when needed could have a material adverse effect on the Company's
business, financial condition and results of operations.
-37-
<PAGE>
IMPACT OF YEAR 2000 ISSUE
The Company is currently developing a plan to ensure its system and
software infrastructure will function properly with respect to the dates in the
year 2000 and thereafter. Key financial, information and operational systems
will be assessed and plans will be developed to address required systems
modifications. The Company will coordinate these activities with suppliers,
distributors, financial institutions and others with whom it does business. The
Company believes that, with modifications to existing software and conversions
to new software, the Year 2000 Issue will not pose significant operational
problems for its computer systems and will not have a material adverse effect on
the Company's business. However, if such modifications and conversions are not
made or are not completed in a timely fashion, the Year 2000 Issue could have a
material impact on the operations of the Company. Additionally, there is no
guarantee that the systems of other companies on which Biosite's systems rely
will be timely converted and would not have an adverse effect on the Company's
systems. For example, to the extent that customers would be unable to order
products or pay invoices or suppliers would be unable to manufacture or deliver
product, the Company's operations would be affected.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to the Index on Page F-l of the Financial Report included herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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<PAGE>
PART III
Certain information required by Part III is incorporated by reference from
the Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the solicitation of proxies for the
Company's 1998 Annual Meeting of Stockholders (the "Proxy Statement").
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this section with respect to Directors is
incorporated by reference from the information in the section entitled "Election
of Directors" in the Proxy Statement. The executive officers of the Company,
their positions with the Company and ages as of March 31, 1998 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
-------------------------- --- ---------------------------------------------------
<S> <C> <C>
Kim D. Blickenstaff 45 President, Chief Executive Officer, Treasurer,
Secretary and Director
Thomas M. Watlington 42 Senior Vice President
Kenneth F. Buechler, Ph.D. 44 Vice President, Research
Christopher R. Hibberd 32 Vice President, Business Development
Charles W. Patrick 43 Vice President, Sales and Marketing
S. Nicholas Stiso, Ph.D. 53 Vice President, Operations
Christopher J. Twomey 38 Vice President, Finance and Chief Financial Officer
Gunars E. Valkirs, Ph.D. 46 Vice President, Research and Development,
Chief Technical Officer and Director
</TABLE>
KIM D. BLICKENSTAFF, a founder of the Company, has been President and Chief
Executive Officer since April 1988. Mr. Blickenstaff also is a director of Micro
Therapeutics Incorporated and Medi Spectra Inc. Prior to joining Biosite, he
held various positions in finance, operations, research management, sales
management, strategic planning, and marketing with Baxter Travenol, National
Health Laboratories, and Hybritech Incorporated ("Hybritech"). Mr. Blickenstaff
holds an M.B.A. from the Graduate School of Business, Loyola University,
Chicago.
THOMAS M. WATLINGTON joined the Company as Senior Vice President in
December 1996. He was formerly Vice President, Marketing for the Diabetes Care
Division for Boehringer Mannheim. From 1982 to December 1996, Mr. Watlington
held various positions in marketing, strategic analysis and product development
with Boehringer Mannheim. Mr. Watlington holds a B.S. degree from the University
of Maryland.
KENNETH F. BUECHLER, PH.D., a founder of Biosite and a co-inventor of
certain of Biosite's proprietary technology, has been Vice President, Research
since January 1994. From April 1988 to January 1994, he was Director of
Chemistry. Prior to forming Biosite, he was a Senior Scientist in the
Diagnostics Research and Development Group at Hybritech. Dr. Buechler holds a
Ph.D. in Biochemistry from Indiana University.
CHRISTOPHER R. HIBBERD joined the Company in June 1997 to head the
Company's business development activities after spending five years with the
Boston Consulting Group ("BCG"). At BCG, Mr. Hibberd was a Manager, leading
client case teams in developing and implementing value-creating strategies for
businesses in a variety of industry sectors. Prior to that, he held consulting
positions at various companies and also was a Development Engineer for Albright
& Wilson Americas from 1987 to 1990. Mr. Hibberd received an Engineering degree
from the University of Toronto, Canada and his M.B.A. from the University of
Western Ontario, Canada.
CHARLES W. PATRICK joined the Company in August 1990 as Vice President,
Sales and Marketing. From 1978 to August 1990, Mr. Patrick held various
positions in sales, sales management and product and marketing management with
Abbott Laboratories. From 1987 to August 1990, he was Group Marketing Manager
for the Abused Drug Business Unit of Abbott, where he managed the worldwide
product launch of Abbott's TDx and ADx bench top testing systems. Mr. Patrick
holds a B.A. from the University of Central Florida.
CHRISTOPHER J. TWOMEY joined the Company as Director of Finance in March
1990 and was promoted to Vice President of Finance and Chief Financial Officer
in 1993. From 1981 to March 1990, Mr. Twomey was
-39-
<PAGE>
employed at Ernst & Young LLP, where from October 1985 to March 1990, he
served as an Audit Manager. Mr. Twomey holds a B.A. in Business Economics
from the University of California at Santa Barbara.
S. NICHOLAS STISO, PH.D. joined the Company as Vice President, Operations
in November 1989. Prior to joining Biosite, he was with Syntex Medical
Diagnostics, a division of SYVA Co., where from April 1980 to April 1989, he was
Manufacturing Director for the AccuLevel line of quantitative, non-instrumented,
therapeutic drug assays. Dr. Stiso holds a Ph.D. in Physical Chemistry from
Michigan State University in East Lansing, Michigan.
GUNARS E. VALKIRS, PH.D., a founder of Biosite and a co-inventor of certain
of its proprietary technology has been a director, Vice President, Research and
Development and Chief Technical Officer since 1988. Prior to forming Biosite, he
was a Scientific Investigator with the Diagnostics Research & Development Group
at Hybritech, where he was the primary inventor of Hybritech's patented ICON
technology. Dr. Valkirs holds a Ph.D. in Physics from the University of
California at San Diego.
Item 405 of Regulation S-K calls for disclosure of any known late filing or
failure by an insider to file a report required by Section 16 of the Exchange
Act. This disclosure is contained in the section entitled "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Proxy Statement and is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the
information in the section entitled "Compensation of Executive Officers and
Directors" in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item is incorporated by reference from the
information in the section entitled "Stock Ownership of Management and Certain
Beneficial Owners" in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference from the
information in the section entitled "Certain Relationship and Related
Transactions" in the Proxy Statement.
-40-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(A) (1) FINANCIAL STATEMENTS
The financial statements of the Company are included herein as required
under Item 8 of this annual report on Form 10-K. See Index on page F-l.
(2) FINANCIAL STATEMENT SCHEDULES
Schedule II Valuation and Qualifying Accounts
The other financial statement schedules have been omitted since
they are either not required, not applicable, or the information is
otherwise included.
(3) EXHIBITS
The exhibits listed below are required by Item 601 of Regulation S-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- -------- -----------------------
<S> <C>
3.(i)(1) Restated Certificate of Incorporation, as filed with the Delaware Secretary of
State on February 18, 1997.
3.(i)(4) Certificate of Designation, as filed with the Delaware Secretary of State on
October 23, 1997.
3.(ii)(2) Amended and Restated Bylaws of the Company.
4.1 Form of Common Stock Certificate with rights legend.
10.1(2)(A) Amended and Restated 1989 Stock Plan of Biosite Diagnostics Incorporated.
10.2(2)(A) 1996 Stock Incentive Plan of Biosite Diagnostics Incorporated ("1996 Stock
Plan").
10.3(2)(A) Form of Incentive Stock Option Agreement under the 1996 Stock Plan.
10.4(2)(A) Form of Nonstatutory Stock Option Agreement under the 1996 Stock Plan.
10.5(2) Biosite Diagnostics Incorporated Employee Stock Purchase Plan.
10.6(2)(A) Form of Indemnity Agreement between the Company and its officers and directors.
10.7(2) Sublease Agreement between the Company and General Atomics, dated February 17,
1992, as amended on August 10, 1992, January 21, 1993, October 29, 1993,
March 1, 1995 and October 1, 1996.
10.8(2)(+) Antibody License Agreement between the Company and Sandoz Pharma Ltd.
(currently known as Novartis Pharma AG), dated September 22, 1995, as amended
on July 26, 1996.
-41-
<PAGE>
10.9(2)(+) Easy Assay License Agreement between the Company and Sandoz Pharma Ltd. (currently
known as Novartis Pharma AG), dated September 22, 1995.
10.10(2)(+) Distribution Agreement between the Company and Curtin Matheson Scientific, Inc.
(currently known as the Fisher Healthcare division of the Fisher Scientific
Company), dated November 11, 1991, as amended on March 7, 1994, March 12, 1996 and
August 9, 1996.
10.11(2)(+) Development, Supply and Distribution Agreement between the Company and Kyoto
Dai-Ichi Kagaku Co., Ltd., dated as of February 14, 1995.
10.12(2)(+) Development and Supply Agreement between the Company and LRE Relais + Elektronik
GmbH -- Medical Technology, dated September 23, 1994.
10.13(2)(+) Distributorship Agreement between the Company and E. Merck KGaA, dated July 27,
1992, as amended on November 10, 1993, January 13, 1994 and December 11, 1995.
10.16(2)(+) Research and Development Agreement between the Company and Ixsys, Inc., dated
July 1, 1992.
10.17(2) Stock Purchase Agreement dated as of October 30, 1991 between the Company and
certain purchasers of Series D Preferred Stock.
10.18(2) Stock Purchase Agreement dated as of November 25, 1992 between the Company and
E. Merck KGaA concerning Series E Preferred Stock.
10.19(2) Debenture Purchase Agreement between the Company and Sandoz Pharma Ltd. (currently
known as Novartis Pharma AG), dated as of September 22, 1995.
10.20(2)(+) Settlement and License Agreement & Agreement of Dismissal with Prejudice, between
the Company and Abbott Laboratories, dated as of September 6, 1996.
10.21(2) Lease Agreement between the Company and TCEP II Properties Limited Partnership
dated July 26, 1996.
10.22(2) Lease Agreement between the Company and Sorrento West Limited dated September 21, 1994
10.23(3)(+) Amendment dated April 1, 1997 to Distribution Agreement between the Company and
Curtin Matheson Scientific, Inc. (currently known as the Fisher Healthcare division
of the Fisher Scientific Company), dated November 11, 1991, as amended (Exhibit
10.10 to the Company's Registration Statement on Form S-1, No. 333-17657). (+)
10.24(4) Rights Agreement dated as of October 22, 1997 between the Company and BankBoston, N.A.
10.25(++) Letter Agreement between the Company and Novartis Pharma AG, dated November 20, 1997.
10.26(++) Agreement between the Company and E. Merck KGaA, dated December 8, 1997, for the
termination of the Distributorship Agreement dated July 28, 1992.
-42-
<PAGE>
10.27 Agreement between the Company and E. Merck KGaA, dated December 8,
1997, for the termination of the Collaborative Development Agreement, dated July
28, 1994, and the termination of the Supply and Distribution Agreement dated
July 28, 1994.
23.1 Consent of Ernst & Young LLP, independent auditors.
27.1 Financial Data Schedule for year ended December 31, 1997
27.2 Restated Financial Data Schedule for year ended December 31, 1996
27.3 Restated Financial Data Schedule for quarters ended March 31, June 30, and September 30,
1997
- ----------
</TABLE>
(1) Incorporated by reference to Exhibit 3.(i)3 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996.
(2) Incorporated by reference to the exhibits of the same number to the
Company's Registration Statement on Form S-1, No. 333-17657.
(3) Incorporated by reference to Exhibit 16.23 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.
(4) Incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement of Form 8-A, filed on October 28, 1997
(A) Indicates management contract or compensatory plan or arrangement.
(+) Confidential treatment has been granted for certain portions of these
exhibits.
(++) Confidential treatment has been requested for certain portions of these
exhibits.
(B) REPORTS ON FORM 8-K
On October 28, 1997 the Company filed a Current Report on Form 8-K
reporting under Item 5. Other Events, the adoption of a Stockholder Rights Plan
on October 22, 1997.
-43-
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
of the undersigned, thereunto duly authorized.
BIOSITE DIAGNOSTICS INCORPORATED
/S/ KIM D. BLICKENSTAFF Date: March 31, 1998
- --------------------------------------------
Kim D. Blickenstaff
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/S/ KIM D. BLICKENSTAFF President, Chief Executive Officer March 31, 1998
- ----------------------------- (Principal Executive Officer) and
Kim D. Blickenstaff Director
/S/ CHRISTOPHER J. TWOMEY Vice President and Chief Financial March 31, 1998
- ----------------------------- Officer (Principal Financial Officer
Christopher J. Twomey and Accounting Officer)
/S/ TIMOTHY J. WOLLAEGER Chairman of the Board March 31, 1998
- -----------------------------
Timothy J. Wollaeger
/S/ GUNARS E. VALKIRS, PH.D. Director March 31, 1998
- -----------------------------
Gunars E. Valkirs, Ph.D.
/S/ THOMAS H. ADAMS, PH.D. Director March 31, 1998
- -----------------------------
Thomas H. Adams, Ph.D.
/S/ FREDERICK J. DOTZLER Director March 31, 1998
- -----------------------------
Frederick J. Dotzler
/S/ HOWARD E. GREENE, JR. Director March 31, 1998
- -----------------------------
Howard E. Greene, Jr.
/S/ LONNIE M. SMITH Director March 31, 1998
- -----------------------------
Lonnie M. Smith
</TABLE>
-44-
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Ernst & Young LLP, Independent Auditors...................... F-2
Balance Sheets at December 31, 1996 and 1997........................... F-3
Statements of Income for each of the three years in the period ended
December 31, 1997.................................................... F-4
Statements of Stockholders' Equity for each of the three years in
the period ended December 31, 1997................................... F-5
Statements of Cash Flows for each of the three years in the period
ended December 31, 1997.............................................. F-6
Notes to Financial Statements.......................................... F-7
</TABLE>
F-1
<PAGE>
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Biosite Diagnostics Incorporated
We have audited the accompanying balance sheets of Biosite Diagnostics
Incorporated as of December 31, 1996 and 1997, and the related statements of
income, stockholders' equity and cash flows for each of the three years in the
period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Biosite Diagnostics
Incorporated at December 31, 1996 and 1997, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
San Diego, California
February 6, 1997
F-2
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1996 1997
------ ------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,609,861 $ 2,330,274
Marketable securities, available-for-sale 8,305,663 36,927,167
Accounts receivable 4,608,072 5,282,500
Receivable from stockholder 869,535 648,664
Inventory 1,732,180 2,169,896
Deferred income taxes 1,180,000 2,310,000
Prepaid expenses and other current assets 684,298 1,367,348
------------ ------------
Total current assets 18,989,609 51,035,849
Property, equipment and leasehold improvements, net 4,140,163 7,216,983
Deferred income taxes 537,000 338,000
Patents and license rights, net 4,292,277 3,720,035
Deposits and other assets 2,129,569 1,000,341
------------ ------------
$ 30,088,618 $ 63,311,208
------------ ------------
------------ ------------
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 967,974 $ 1,420,969
Accrued salaries and other 1,950,800 1,107,476
Accrued contract payable 751,544 563,812
Current portion of long-term obligations 1,012,073 1,332,200
------------ ------------
Total current liabilities 4,682,391 4,424,457
Long-term obligations 3,252,944 3,796,975
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 8,328,847 and 5,000,000
shares authorized at December 31, 1996 and 1997,
respectively; 8,328,847 and 0 shares issued and
outstanding at December 31, 1996 and 1997, respectively 83,288 -
Common stock, $.01 par value, 25,000,000 shares authorized;
1,473,573, and 12,864,745 shares issued and outstanding
at December 31, 1996 and 1997, respectively 14,736 128,647
Additional paid-in capital 22,094,711 53,684,302
Unrealized net gain (loss) on marketable securities, net of
related tax effect of $(1,837) and $3,772 at December 31,
1996 and 1997, respectively (2,754) 5,658
Deferred compensation (427,345) (317,595)
Retained earnings 390,647 1,588,764
------------ ------------
Total stockholders' equity 22,153,283 55,089,776
------------ ------------
$ 30,088,618 $ 63,311,208
------------ ------------
------------ ------------
</TABLE>
See accompanying notes.
F-3
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Net sales $ 25,146,540 $ 28,205,974 $ 31,676,630
Cost of sales 5,648,786 5,982,673 6,925,318
------------ ------------ ------------
Gross profit 19,497,754 22,223,301 24,751,312
Operating expenses:
Research and development 6,553,454 9,268,460 11,661,894
Selling, general and administrative 7,133,638 8,622,577 11,549,734
Defense of patent matters 1,217,065 2,368,282 330,537
------------ ------------ ------------
14,904,157 20,259,319 23,542,165
------------ ------------ ------------
Operating income 4,593,597 1,963,982 1,209,147
Other income (expense):
Interest income 599,477 736,445 2,110,164
Contract revenue-related parties 561,048 1,101,649 777,767
Contract revenue and other income 487,208 7,897 547,173
Reacquisition of distribution rights - - (3,364,134)
------------- ------------ -------------
1,647,733 1,845,991 70,970
Income before benefit (provision) for income
taxes 6,241,330 3,809,973 1,280,117
Benefit (provision) for income taxes 1,667,000 (261,000) (82,000)
------------ ------------- -------------
Net income $ 7,908,330 $ 3,548,973 $ 1,198,117
------------ ------------ ------------
------------ ------------ ------------
Basic net income per share $ .83 $ .36 $ .10
------------ ------------ ------------
------------ ------------ ------------
Diluted net income per share $ .79 $ .34 $ .09
------------ ------------ ------------
------------ ------------ ------------
Shares used in calculating per share amounts -
Basic 9,577,000 9,852,000 12,371,000
------------ ------------ ------------
------------ ------------ ------------
Diluted 10,004,000 10,392,000 13,081,000
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
See accompanying notes.
F-4
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unrealized
Net Gain Retained
Additional (Loss) on Earnings/
Preferred Stock Common Stock Paid-in Marketable Deferred (Accumulated
Shares Amount Shares Amount Capital Securities Compensation Deficit)
--------- -------- ---------- ----------- ------------ ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1994 8,328,847 $ 83,288 1,154,066 $ 11,541 $ 21,483,800 $ - $ - $ (11,066,656)
Issuance of common
stock under employee
stock plan - - 215,529 2,155 86,716 - - -
Change in unrealized
net gain (loss) on
marketable securities,
net of income taxes
of $11,058 - - - - - 16,588 - -
Net income - - - - - - 7,908,330
--------- -------- ---------- ----------- ------------ ---------- ------------ -------------
-
Balance at
December 31, 1995 8,328,847 83,288 1,369,595 13,696 21,570,516 16,588 - (3,158,326)
Issuance of common
stock under employee
stock plans - - 103,978 1,040 85,185 - - -
Change in unrealized
net gain (loss) on
marketable securities,
net of income taxes
of $(12,895) - - - - - (19,342) - -
Deferred compensation
related to issuance
of stock options - - - - 439,010 - (439,010) -
Amortization of
deferred compensation - - - - - - 11,665 -
Net income - - - - - - - 3,548,973
--------- --------- ---------- ----------- ------------ ---------- ------------ ------------
Balance at December 31,
1996 8,328,847 83,288 1,473,573 14,736 22,094,711 (2,754) (427,345) 390,647
Issuance of common
stock from initial
public offering (IPO),
net of offering costs
of $3,291,630 - - 2,760,000 27,600 29,800,770 - - -
Conversion of preferred
stock into common
stock in connection
with IPO (8,328,847) (83,288) 8,328,847 83,288 - - - -
Conversion of convertible
debenture into common
stock in connection
with IPO - - 92,575 926 1,109,978 - - -
Issuance of common stock
under employee stock
plans - - 209,750 2,097 618,896 - - -
Change in unrealized net
gain (loss) on
marketable securities,
net of income taxes of
$5,608 - - - - - 8,412 - -
Amortization of deferred
compensation - - - - - - 109,750 -
Income tax benefit from
exercise of stock
options - - - - 59,947 - - -
Net income - - - - - - - 1,198,117
---------- -------- ---------- ----------- ------------ ---------- ------------ ------------
Balance at December 31,
1997 - $ - 12,864,745 $ 128,647 $ 53,684,302 $ 5,658 $ (317,595) $ 1,588,764
---------- -------- ---------- ----------- ------------ ---------- ------------ ------------
---------- -------- ---------- ----------- ------------ ---------- ------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Total
Stockholders
Equity
-------------
<S> <C>
Balance at
December 31, 1994 $ 10,511,973
Issuance of common
stock under employee
stock plan 88,871
Change in unrealized
net gain (loss) on
marketable securities,
net of income taxes
of $11,058 16,588
Net income 7,908,330
-------------
Balance at
December 31, 1995 18,525,762
Issuance of common
stock under employee
stock plans 86,225
Change in unrealized
net gain (loss) on
marketable securities,
net of income taxes
of $(12,895) (19,342
Deferred compensation
related to issuance
of stock options -
Amortization of
deferred compensation 11,665
Net income 3,548,973
-------------
Balance at December 31,
1996 22,153,283
Issuance of common
stock from initial
public offering (IPO),
net of offering costs
of $3,291,630 29,828,370
Conversion of preferred
stock into common
stock in connection
with IPO -
Conversion of convertible
debenture into common
stock in connection
with IPO 1,110,904
Issuance of common stock
under employee stock
plans 620,993
Change in unrealized net
gain (loss) on
marketable securities,
net of income taxes of
$5,608 8,412
Amortization of deferred
compensation 109,750
Income tax benefit from
exercise of stock
options 59,947
Net income 1,198,117
------------
Balance at December 31,
1997 $ 55,089,776
------------
------------
</TABLE>
See accompanying notes
F-5
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1996 1997
------------ ------------ -----------
<S> <C> <C> <C>
Operating activities:
Net income $ 7,908,330 $ 3,548,973 $ 1,198,117
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,787,386 2,417,816 2,738,230
Amortization of deferred compensation - 11,665 109,750
Deferred income taxes (1,827,000) 110,000 (931,000)
Changes in operating assets and liabilities:
Accounts receivable (625,856) (806,317) (674,428)
Receivable from stockholder 330,000 (728,535) 220,871
Inventory (551,294) (43,056) (437,716)
Prepaid expenses and other current assets (71,673) (257,486) (688,659)
Accounts payable 168,308 191,581 452,995
Accrued liabilities 450,111 (1,462,967) (860,205)
Deferred revenue from stockholder 298,952 (615,282) -
------------ ------------ -----------
Net cash provided by operating activities 7,867,264 2,366,392 1,127,955
Investing activities:
Proceeds from sales and maturities of marketable
securities 8,189,035 13,019,169 37,340,473
Purchase of marketable securities (14,340,836) (9,654,462) (65,947,956)
Purchase of property, equipment and leasehold improvements (2,682,315) (1,967,143) (5,221,969)
Patents, license rights, deposits and other assets 321,782 (4,929,555) 1,108,389
------------ ------------ -----------
Net cash used in investing activities (8,512,334) (3,531,991) (32,721,063)
Financing activities:
Proceeds from issuance of convertible debenture 1,000,000 - -
Proceeds from issuance of equipment loans payable 2,290,561 1,641,340 3,077,701
Principal payments under long-term obligations (850,392) (1,228,508) (1,213,543)
Proceeds from issuance of stock, net 88,871 86,225 30,449,363
------------ ------------ -----------
Net cash provided by financing activities 2,529,040 499,057 32,313,521
------------ ------------ -----------
Increase (decrease) in cash and cash equivalents 1,883,970 (666,542) 720,413
Cash and cash equivalents at beginning of year 392,433 2,276,403 1,609,861
------------ ------------ -----------
Cash and cash equivalents at end of year $ 2,276,403 $ 1,609,861 $ 2,330,274
------------ ------------ -----------
------------ ------------ -----------
Supplemental disclosures of cash flow information:
Interest paid $ 208,623 $ 280,245 $ 356,694
------------ ------------ -----------
------------ ------------ -----------
Income taxes paid $ 171,243 $ 103,350 $ 1,203,900
------------ ------------ -----------
------------ ------------ -----------
Supplemental schedule of non-cash investing and
financing activities:
Accrued liability for license rights acquired $ 2,200,000 $ - $ -
------------ ------------ -----------
------------ ------------ -----------
Conversion of convertible debenture into common stock $ - $ - $ 1,110,904
------------ ------------ -----------
------------ ------------ -----------
</TABLE>
See accompanying notes.
F-6
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS
1. Organization and Summary of Significant Policies
ORGANIZATION AND BUSINESS ACTIVITY
Biosite Diagnostics Incorporated (the "Company") was established in 1988.
The Company has been primarily involved in the research, development,
manufacturing and marketing of rapid diagnostic assays. The Company's first
product is the Triage DOA Panel, a urine test for the rapid detection of common
drugs of abuse. The Company began commercial sales of the Triage DOA Panel in
February 1992 and currently markets the product worldwide primarily through
distributors supported by a direct sales force. The principal markets of the
Company are hospital laboratories and emergency departments.
In January 1998, the Company received final approval from the U.S. Food and Drug
Administration ("FDA") to market the Triage Cardiac Panel and Triage Meter
(together called the "Triage Cardiac System") in the United States. The Triage
Cardiac System may aid in the diagnosis of Acute Myocardial Infarction (AMI) and
provide physicians with an enhanced ability to make treatment decisions in a
timely manner. Used in conjunction with the Triage Meter, the Triage Cardiac
Panel is a rapid diagnostic product that quantitatively measures, in a single
test device, the level of CK-MB, troponin I and myoglobin from a whole blood
sample. In March 1998, the Company received final clearance from the FDA to
market the Triage C. DIFFICILE Panel, a new rapid test designed to identify
CLOSTRIDIUM DIFFICILE, an opportunistic pathogen of the intestinal tract that
may thrive as a result of broad spectrum antibiotic treatment. Prior to the
launch of the Triage Cardiac System or the Triage C. DIFFICILE Panel, the
Company will need to complete an internal validation of the manufacturing
processes of each of the new products, in compliance with FDA standards. The
Company is also engaged in research and development of additional rapid
diagnostic products in the microbiology, cardiology and therapeutic drug
monitoring fields.
REVENUE RECOGNITION AND SIGNIFICANT CUSTOMERS
The Company recognizes sales upon shipment. The Company's U.S.
distributor accounted for 88%, 81% and 80% of the product sales in 1995, 1996
and 1997, respectively.
Export sales to international customers amounted to $1,944,000,
$2,846,000 and $2,982,000 in 1995, 1996 and 1997, respectively. Sales to a
stockholder amounted to approximately $1,345,000, $2,096,000 and $2,013,000 in
1995, 1996 and 1997, respectively. Accounts receivable from a stockholder were
approximately $383,000 and $649,000 at December 31, 1996 and 1997, respectively.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and highly liquid debt
investments with maturities of 90 days or less when purchased.
MARKETABLE SECURITIES
Financial Accounting Standards Board ("FASB") Statement No. 115, ACCOUNTING FOR
CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES, requires that investments in
equity securities that have readily determinable fair values and investments in
debt securities be classified in three categories: held-to-maturity, trading and
available-for-sale. Based on the nature of the assets held by the Company and
management's investment strategy, the Company's investments have been classified
as available-for-sale. Management determines the appropriate classification of
debt securities at the time of purchase and reevaluates such designation as of
each balance sheet date. Securities classified as available-for-sale are carried
at estimated fair value, as determined by quoted market prices, with unrealized
gains and losses, net of tax, reported in a separate component of stockholders'
equity. At December 31, 1997, the Company had no investments that were
classified as trading or held-to-maturity as defined by the Statement.
F-7
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The amortized cost of debt securities classified as available-for-sale
is adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization is included in interest income. Realized gains and losses are
included in interest income. The cost of securities sold is based on the
specific identification method. Interest on securities classified as
available-for-sale is included in interest income.
INVENTORY
Inventories are carried at the lower of cost (first-in, first-out) or
market.
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Property, equipment and leasehold improvements are stated at cost.
DEPRECIATION AND AMORTIZATION
Depreciation of property and equipment is computed using the
straight-line method over five years. Amortization of leased equipment is
computed using the straight-line method over the shorter of the estimated useful
lives of the assets or the lease term. Amortization of leasehold improvements is
computed using the straight-line method over the shorter of the estimated useful
lives of the assets or the remaining lease term.
PATENTS AND LICENSE RIGHTS
The Company has been issued patents covering its threshold immunoassay
and other related technologies. Capitalized patent costs associated with issued
patents are amortized over five to seventeen years. License rights related to
products for sale are amortized to cost of sales over the life of the license,
ranging from four to twelve years, using a systematic method based on the
estimated revenues generated from products during such license period.
STOCK OPTIONS
The Company has elected to follow Accounting Principles Board Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB 25) and related
interpretations in accounting for its stock options. Under APB 25, because the
exercise price of the Company's employee stock options is not less than the fair
value of the underlying stock on the date of grant, no compensation was
recorded.
DEFERRED COMPENSATION
For options granted during the one-year period prior to the Company's
initial public offering of common stock, the Company recorded and amortizes,
over the related vesting periods, deferred compensation representing the excess
of the deemed value for accounting purposes of the options granted over their
aggregate exercise price.
CONCENTRATION OF CREDIT RISK
The Company sells its products primarily to its U.S. distributor.
Credit is extended based on an evaluation of the customer's financial condition,
and generally collateral is not required. Credit losses have been minimal and
within management's expectations.
The Company invests its excess cash in debt instruments of the U.S.
Government, financial institutions and corporations with strong credit ratings.
The Company has established guidelines relative to diversification and
maturities that maintain safety and liquidity. These guidelines are periodically
reviewed and modified to take advantage of trends in yields and interest rates.
The Company has not experienced any significant realized losses on its
marketable securities.
F-8
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
ASSET IMPAIRMENT
The Company adopted the provisions of SFAS No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF
(SFAS No. 121) effective January 1, 1996. SFAS No. 121 requires impairment
losses to be recorded on long-lived assets used in operations when indicators of
impairment are present and the estimated undiscounted cash flows to be generated
by those assets are less than the assets' carrying amount. SFAS No. 121 also
addresses the accounting for long-lived assets that are expected to be disposed
of. There was no effect of such adoption on the Company's financial position or
results of operations.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE
("Statement No. 128"). Statement No. 128 applies to entities with publicly held
common stock or potential common stock and is effective for financial statements
issued for periods ending after December 15, 1997. Statement No. 128 replaces
APB Opinion 15, Earnings per Share ("EPS"). Statement No. 128 requires dual
presentation of basic and diluted earnings per share by entities with complex
capital structures. Basic EPS includes no dilution and is computed by dividing
net income by the weighted average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution of securities that could
share in the earnings of the Company such as common stock which may be issuable
upon exercise of outstanding common stock options.
Pursuant to the requirements of the Securities and Exchange Commission,
the calculation of the shares used in computing basic and diluted EPS include
the convertible preferred stock which converted into 8,328,847 shares of common
stock and an outstanding $1.0 million convertible debenture and related accrued
interest which converted into 92,575 common shares (based on the initial public
offering ("IPO") price of $12.00 per share) upon the completion of the initial
public offering, as if they were converted into common stock as of the original
dates of issuance.
Shares used in calculating basic and diluted net income per share were
as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------
1995 1996 1997
------- ------- -------
(amounts in thousands, except per share data)
<S> <C> <C> <C>
Weighted average common shares outstanding 1,225 1,431 11,249
Effect of the assumed conversion of preferred shares 8,329 8,329 1,110
Effect of the assumed conversion of convertible debenture 23 92 12
------- ------- -------
Shares used in calculating per share amounts - Basic 9,577 9,852 12,371
Net effect of dilutive common share equivalents using
the treasury stock method 427 540 699
Contingently issuable shares - - 11
------- ------- -------
Shares used in calculating per share amounts - Diluted 10,004 10,392 13,081
------- ------- -------
</TABLE>
F-9
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
COMPREHENSIVE INCOME AND SEGMENT INFORMATION
In June 1997, the Financial Accounting Standards Board issued SFAS No.
130, REPORTING COMPREHENSIVE INCOME, and SFAS No. 131, SEGMENT INFORMATION. Both
of these standards are effective for fiscal years beginning after December 15,
1997. SFAS No. 130 requires that all components of comprehensive income,
including net income, be reported in the financial statements in the period in
which they are recognized. Comprehensive income is defined as the change in
equity during a period from transactions and other events and circumstances from
non-owner sources. Net income and other comprehensive income, including foreign
currency translation adjustments, and unrealized gains and losses on
investments, shall be reported, net of their related tax effect, to arrive at
comprehensive income. The Company believes that comprehensive income or loss
will not be materially different than net income or loss. SFAS No. 131 amends
the requirements for public enterprises to report financial and descriptive
information about its reportable operating segments. Operating segments, as
defined in SFAS No. 131, are components of an enterprise for which separate
financial information is available and is evaluated regularly by the Company in
deciding how to allocate resources and in assessing performance. The financial
information is required to be reported on the basis that is used internally for
evaluating the segment performance. The Company believes it operates in one
business and operating segment and that adoption of this standard will not have
a material impact on the Company's financial statements.
2. Licensing Agreements
The Company has entered into licensing agreements to utilize certain
antibodies and/or technologies in exchange for up-front, annual milestone, or
royalty payments or a combination thereof. Certain of the upfront and annual
payments are creditable towards future royalties payable. Royalties may be
payable at various rates for product sales derived from the licensed
technologies.
The Company purchased license rights for technologies utilized in
products for sale of $2.2 million and $3.5 million during the years ended
December 31, 1995 and 1996, respectively. Accumulated amortization of license
rights at December 31, 1996 and 1997 was approximately $1,832,000 and
$2,421,000, respectively.
3. Collaborative and Distribution Agreements
In June 1994, the Company entered into a collaborative development
agreement and a distribution agreement with Merck KgaA ("Merck"), a stockholder,
for the development and marketing of the Triage Cardiac Panel and under such
agreements, Merck was to fund a portion of the development costs. At December
31, 1996, the Company had a receivable from the stockholder of $487,000 under
the agreement. The Company recognized revenue under this agreement on the
percentage of completion basis as costs were incurred. For the years ended
December 31, 1995, 1996 and 1997, the Company incurred $2,453,000, $2,554,000
and $2,866,000, respectively, in expenses under this agreement and recognized
$561,000, $1,102,000 and $778,000 respectively, as contract revenue.
As a result of a decision by Merck to refocus away from certain aspects
of the human diagnostic business, the Company terminated the development and
distribution agreement for the Triage Cardiac System with Merck in December
1997. Upon termination, the Company paid a $2.1 million cash payment and forgave
approximately $1.3 million owed to the Company by Merck related to the
development of the Triage Cardiac Panel and the Triage Meter. Such expenses were
charged to reacquisition of distribution rights in the accompanying statements
of income. Additionally, the Company terminated its agreement with Merck,
effective December 1998, regarding certain international distribution rights for
the Triage DOA product line. The Company is evaluating product distribution
alternatives for the international markets, including, among other things,
alliances with other distribution partners and the establishment of a direct
sales force in certain European countries.
F-10
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
In February 1995, the Company entered into a collaborative development
and distribution agreement that included the Asian marketing rights to the
Triage Cardiac Panel under development. Under this agreement, the Company will
receive up to $2,000,000 upon the completion of certain milestones. Recognition
of revenue under this agreement will occur as the milestones are attained. As of
December 31, 1997, the Company has received $500,000, of which $300,000 was
recognized as contract revenue in 1995 and in accordance with the Merck
development and distribution agreement, the remaining $200,000 was applied
against the stockholder's obligation to fund its share of the development costs
in 1995.
The Company also successfully completed feasibility studies for the
Triage Neoral System under its antibody license agreement with Novartis Pharma
AG ("Novartis"). As a result of this milestone achievement, Novartis invested,
in January 1998, an additional $500,000 in Biosite in exchange for a convertible
debenture. The convertible debenture was immediately converted into 41,666
shares of common stock of the Company based on the IPO price of $12.00 per
share. Additionally, the Company and Novartis entered into an agreement to
expand the scope of the collaborative development of the Triage Neoral System.
The expansion of the collaboration may result in additional payments to Biosite
upon attainment of milestones.
F-11
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. Cash, Cash Equivalents and Marketable Securities
The following is a summary of cash, cash equivalents and
available-for-sale securities by balance sheet classification at December 31,
1996:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
Cash and cash equivalents:
Cash $ 462,619 $ - $ - $ 462,619
Money market fund 647,272 - - 647,272
Corporate debt securities 500,053 - (83) 499,970
------------ ---------- --------- ----------
1,609,944 - (83) 1,609,861
Marketable securities:
Certificate of deposit 899,264 736 - 900,000
Commercial paper 392,080 - (1,240) 390,840
Corporate debt securities 7,018,827 937 (4,941) 7,014,823
----------- ---------- --------- ----------
8,310,171 1,673 (6,181) 8,305,663
----------- ---------- --------- ----------
Total cash, cash equivalents and available-for-sale marketable
securities $ 9,920,115 $ 1,673 $ (6,264) $9,915,524
----------- ---------- --------- ----------
----------- ---------- --------- ----------
</TABLE>
The following is a summary of cash, cash equivalents and
available-for-sale marketable securities by balance sheet classification at
December 31, 1997:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
----------- ---------- ----------- ------------
<S> <C> <C>
Cash and cash equivalents:
Cash $ 1,052,970 $ - $ - $ 1,052,970
Money market fund 285,394 - - 285,394
Commercial paper 991,910 - - 991,910
------------ ------- -------- ------------
2,330,274 - - 2,330,274
Marketable securities:
Certificates of deposit 2,093,829 - (4) 2,093,825
U.S. Government debt securities 4,010,950 11,070 - 4,022,020
Corporate debt securities 30,812,958 935 (2,571) 30,811,322
------------ ------ -------- ------------
36,917,737 12,005 (2,575) 36,927,167
------------ ------- -------- ------------
Total cash, cash equivalents and available-for-sale
marketable securities $ 39,248,011 $12,005 $ (2,575) $ 39,257,441
------------ ------- -------- ------------
------------ ------- -------- ------------
</TABLE>
The amortized cost and estimated fair value of available-for-sale
securities at December 31, 1997, by contractual maturity, are as follows:
<TABLE>
<CAPTION>
Amortized Estimated
Cost Fair Value
------------- ------------
<S> <C> <C>
Marketable securities:
Due in one year or less $ 22,730,762 $ 22,723,450
Due after one year through two years 14,186,975 14,203,717
------------- ------------
$ 36,917,737 $ 36,927,167
============= ============
</TABLE>
F-12
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. Balance Sheet Information
Inventories consist of the following:
<TABLE>
<CAPTION>
December 31,
1996 1997
----------- -----------
<S> <C> <C>
Raw materials $ 441,719 $ 779,965
Work in process 1,125,608 1,214,894
Finished goods 164,853 175,037
----------- -----------
$ 1,732,180 $ 2,169,896
----------- -----------
----------- -----------
</TABLE>
Property, equipment and leasehold improvements consist of the following:
<TABLE>
<CAPTION>
December 31,
1996 1997
----------- -----------
<S> <C> <C>
Machinery and equipment $ 7,218,694 $10,655,422
Furniture and fixtures 697,135 836,933
Leasehold improvements 919,451 2,564,894
----------- -----------
8,835,280 14,057,249
Less accumulated depreciation and amortization (4,695,117) (6,840,266)
----------- -----------
$ 4,140,163 $ 7,216,983
----------- -----------
----------- -----------
</TABLE>
6. Debt and Lease Commitments
Debt and capital lease obligations consist of the following:
<TABLE>
<CAPTION>
December 31,
1996 1997
---------- ----------
<S> <C> <C>
Convertible debenture, payable on September 29, 2000,
including interest at 8% per annum $1,000,000 $ -
Equipment financing notes, payable $152,976 monthly
including interest at 7.78% to 10.8%, due February 1998
to January 2003 secured by equipment 3,265,017 5,129,175
---------- ----------
4,265,017 5,129,175
Less current portion 1,012,073 1,332,200
---------- ----------
Total long-term obligations $3,252,944 $3,796,975
---------- ----------
---------- ----------
</TABLE>
Concurrent with the closing of the Company's IPO in February 1997, the
$1.0 million convertible debenture and related accrued interest was converted,
at the IPO price of $12.00 per share, into 92,575 shares of common stock.
As a result of the attainment of one of the milestones (the successful
completion of feasibility studies for the Triage Neoral System under
development), the Company received $500,000 from Novartis, in January 1998, in
exchange for a convertible debenture. The convertible debenture was immediately
converted into 41,666 shares of common stock of the Company based on the IPO
price of $12.00 per share. The Company is obligated to sell to Novartis an
additional $500,000 five-year 8% convertible debenture upon the attainment of a
certain milestone. The debenture would be convertible, at the sole option of the
Company, into shares of Biosite common stock at $12.00 per share.
As of December 31, 1997, approximate future principal payments of the
equipment financing notes are due as follows: 1998 - $1,332,000; 1999 -
$1,278,000; 2000 - $1,190,000, 2001 - $890,000, 2002 - $436,000 and thereafter -
$3,000.
F-13
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Interest charged to expense to arrive at operating income was
approximately $228,000, $360,000, and $357,000 for the years ended December 31,
1995, 1996, and 1997, respectively.
The Company leases its office, manufacturing and research facilities
under operating leases. The minimum annual rent on the facilities is subject to
increases based on changes in the Consumer Price Index, taxes, insurance and
operating costs, subject to certain minimum and maximum annual increases. The
Company has options to renew certain of the facilities leases for a period of
two years. Included in deposits and other assets in the accompanying balance
sheets is approximately $204,000 and $199,000 of security deposits in
conjunction with operating lease and equipment financing agreements at December
31, 1996 and 1997, respectively.
Approximate annual future minimum lease payments as of December 31, 1997 are as
follows:
<TABLE>
<CAPTION>
Operating
Year Leases
---- -----------
<S> <C>
1998 $ 1,703,000
1999 1,649,000
-----------
Total minimum lease payments $ 3,352,000
-----------
-----------
</TABLE>
Rent expense for the years ended December 31, 1995, 1996 and 1997 was
approximately $734,000, $876,000 and $1,033,000 respectively. Equipment under
equipment financing notes was approximately $4,559,000 and $6,478,000 at
December 31, 1996, and 1997, respectively. Accumulated depreciation of equipment
under equipment financing and capital leases at December 31, 1996 and 1997 was
approximately $1,450,000 and $1,874,000, respectively.
7. Stockholders' Equity
INITIAL PUBLIC OFFERING
In February 1997, the Company completed its initial public offering of
2,760,000 shares of common stock (including an exercised underwriters'
over-allotment option for 360,000 shares) at a price of $12.00 per share,
providing the Company with net proceeds of approximately $29.8 million.
Additionally, all outstanding shares of preferred stock were converted into
8,328,847 shares of common stock and an outstanding $1.0 million convertible
debenture and related accrued interest was converted into 92,575 common shares
upon the completion of the IPO.
STOCK PLANS
The Company's 1989 Stock Plan provided for both the direct sale of common stock
and for the grant of options to purchase common stock to employees, directors,
consultants and advisors of the Company. As of December 31, 1997, 144,476 shares
have been sold directly under the plan and no shares were available for future
issuance of common stock or grant of options to purchase common stock under the
1989 Stock Plan.
In December 1996, the Company adopted the 1996 Stock Incentive Plan
(the "1996 Stock Plan") effective as of December 1, 1996. The 1996 Stock Plan
replaced the Company's 1989 Stock Plan. Although all future awards will be made
under the 1996 Stock Plan, awards made under the 1989 Stock Plan will continue
to be administered in accordance with the 1989 Stock Plan. The 1996 Stock Plan
provides for awards in the form of restricted shares, stock units, options or
stock appreciation rights or any combination thereof. A pool of 900,000 shares
plus 35,756 shares remaining under the 1989 Stock Plan on December 31, 1996
(subject to anti-dilution provisions) has been reserved for issuance under the
1996 Stock Plan. Additionally, any unpurchased shares of common stock pursuant
to expired or cancelled options under the 1989 Stock Plan become available for
awards under the 1996 Stock Plan. During the year ended December 31, 1997,
73,585 shares of common stock pursuant to cancelled options under the 1989 Stock
Plan became available for awards under the 1996 Stock Plan.
F-14
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The options are generally subject to four year vesting and expire ten
years from the date of grant. At December 31, 1997, 513,291 shares were
available for future issuance of common stock or grant of options to purchase
common stock under the 1996 Stock Plan.
Information with respect to the Company's 1989 Stock Plan and 1996 Stock Plan
option activity is as follows:
<TABLE>
<CAPTION>
Weighted average
exercise
Shares price
--------- ----------------
<S> <C> <C>
Balance at December 31, 1994 714,650 $0.81
Granted at fair value 160,750 $2.43
Granted at above fair value 140,000 $3.00
Exercised (215,529) $0.41
Cancelled (11,616) $1.47
--------- -----
Balance at December 31, 1995 788,255 $1.63
Granted at fair value 957,500 $6.45
Exercised (103,978) $0.83
Cancelled (361,597) $7.88
--------- -----
Balance at December 31, 1996 1,280,180 $3.45
Granted at fair value 386,600 $9.93
Exercised (154,996) $1.27
Cancelled (73,585) $5.46
--------- -----
Balance at December 31, 1997 1,438,199 $5.33
--------- -----
--------- -----
</TABLE>
The following is a further breakdown of the options outstanding under
the 1989 Stock Plan and 1996 Stock Plan as of December 31, 1997:
<TABLE>
<CAPTION>
Weighted
average Weighted
remaining Weighted average exercise
Range of Options contractual life average exercise Options price of options
exercise price outstanding in years price exercisable exercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$0.24 - $1.00 197,098 4.94 $ 0.87 197,098 $ 0.87
$2.00 - $3.25 357,527 7.26 $ 2.67 241,968 $ 2.61
$5.50 - $7.25 539,574 8.77 $ 5.60 167,566 $ 5.57
$8.00 - $12.38 344,000 9.46 $10.21 40,508 $10.96
- --------------------------------------------------------------------------------------------------------------------
$0.24 - $12.38 1,438,199 8.04 $ 5.33 647,140 $ 3.37
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Adjusted pro forma information regarding net income is required by SFAS
123, and has been determined as if the Company had accounted for its employee
stock options under the fair value method of that Statement. The fair value for
these options was estimated at the date of grant using the Black-Scholes method
for option pricing with the following weighted-average assumptions for 1995,
1996, and 1997: risk-free interest rates of 6%; volatility of 55%; dividend
yields of 0%; and an expected life of the option of six years.
F-15
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For purposes of adjusted pro forma disclosures, the estimated fair
value of the options is amortized to expense over the options' vesting period.
The Company's adjusted pro forma information follows:
<TABLE>
<CAPTION>
Years ended December 31,
1995 1996 1997
----------- ----------- ----------
<S> <C> <C> <C>
Adjusted pro forma net income $ 7,829,748 $ 3,201,956 $ 430,973
Adjusted pro forma diluted net income per share
$ 0.78 $ 0.31 $ 0 .03
</TABLE>
The pro forma effects on net income for 1995, 1996, and 1997 are not likely to
be representative of the effects on reported net income or loss in future years.
In management's opinion, existing stock option valuation models do not provide a
reliable single measure of the fair value of employee stock options that have
vesting provisions and are not transferable. In addition, option valuation
models require the input of highly subjective assumptions, including expected
stock price volatility. Changes in such subjective input assumptions can
materially affect the fair value estimate of employee stock options.
EMPLOYEE STOCK PURCHASE PLAN
In December 1996, the Company adopted an Employee Stock Purchase Plan
("ESPP") which provides employees the opportunity to purchase common stock at a
discount and pay for such purchases through payroll deductions, subject to
certain limitations. A pool of 100,000 shares of common stock has been reserved
for issuance under the ESPP (subject to anti-dilution provisions). During the
year ended December 31, 1997, 54,754 shares were issued under the ESPP.
SHAREHOLDERS' RIGHTS PLAN
In October, 1997, the Board of Directors of the Company declared a
dividend distribution of one preferred stock purchase right (a "Right") for each
outstanding share of common stock of Biosite held of record at the close of
business on November 3, 1997. Each Right represents a contingent right to
purchase, under certain circumstances, one-one-thousandth of a share of a new
series of Biosite preferred stock at a price of $50.00 per one one-thousandth of
a share, subject to adjustment. The Rights would be traded independently from
Biosite's common stock and become exercisable under certain circumstances
involving the acquisition or a tender or exchange offer by a person or group for
15% or more of Biosite's common stock. The Rights expire on October 22, 2007,
unless redeemed by the Company's Board of Directors. The Rights can be redeemed
by the Board at a price of $0.01 per Right at any time before the Rights become
exercisable, and in limited circumstances thereafter.
F-16
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
8. Income Taxes
Significant components of the income tax benefit (provision) are as
follows:
<TABLE>
<CAPTION>
Years Ended December 31,
1995 1996 1997
----------- ------------ ----------
<S> <C> <C> <C>
Current:
Federal $ (150,000) $ (146,000) $ (555,000)
State (10,000) (5,000) (458,000)
----------- ------------ ----------
(160,000) (151,000) (1,013,000)
Deferred:
Federal 1,668,000 (304,000) 499,000
State 159,000 194,000 432,000
----------- ------------ ----------
1,827,000 (110,000) 931,000
----------- ------------- -----------
$ 1,667,000 $ (261,000) $ (82,000)
----------- ------------- -----------
----------- ------------- -----------
</TABLE>
As of December 31, 1997, the Company had federal research and
development, California research and development, and California manufacturers'
credit carryforwards of approximately $1,270,000, $370,000, and $427,000,
respectively. The federal research and development, California research and
development, and California manufacturers' credits will begin expiring in 2003,
2003, and 2005, respectively, unless previously utilized. In 1997, the Company
utilized federal research and development credit carryforwards of approximately
$98,000 to offset taxable income.
Significant components of the Company's deferred tax assets as of
December 31, 1996 and 1997 are shown below. For the year ended December 31,
1996, the Company decreased the valuation allowance for deferred tax assets by
$1,119,000, as the realization of such assets became probable.
<TABLE>
<CAPTION>
December 31,
1996 1997
----------- ------------
<S> <C> <C>
Deferred tax assets:
Research and development credit $ 794,000 $ 1,511,000
Federal Alternative Minimum Tax credit 203,000 203,000
California Manufacturers' credit 198,000 277,000
Capitalized research expenses 67,000 40,000
Other 632,000 738,000
----------- ------------
Total deferred tax assets 1,894,000 2,769,000
Deferred tax liability:
Tax over book depreciation (177,000) (121,000)
----------- ------------
Net deferred tax assets $ 1,717,000 $ 2,648,000
----------- ------------
----------- ------------
</TABLE>
F-17
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The reconciliation of income tax computed at the federal statutory
tax rate to the benefit (provision) for income taxes is as follows:
<TABLE>
<CAPTION>
December 31,
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Tax at federal statutory rate 35% 35% 35%
Permanent tax differences 1 2 (2)
Decrease in valuation allowance for deferred tax assets (63) (29) -
Tax credits - - (30)
Other - (1) 3
------ ------ -----
Effective rate (27)% 7% 6%
------ ------ -----
------ ------ -----
</TABLE>
Pursuant to Internal Revenue Code Section 382, use of the Company's tax
credit carryforwards may be limited if a cumulative change in ownership of more
than 50% occurs within any three year period. However, any annual limitation is
not expected to have a material adverse effect on the Company's ability to
utilize its tax credit carryforwards.
9. Employee Savings Plan
In 1991, the Company implemented a 401(k) program which allows all
qualifying employees to contribute up to a maximum of 20% of their annual
salary, subject to annual limits. The Board of Directors may, at its sole
discretion, approve Company contributions. No such contributions have been
approved or made.
10. Defense of Patent Matters
In September 1997, the Company was named in a lawsuit filed by Behring
Diagnostics GmbH and Behring Diagnostics, Inc. ("Behring") alleging that the
Company's Triage DOA products infringe a patent held by the plaintiffs, which
expires in August, 2000. The plaintiffs seek to recover damages of an
unspecified amount and to enjoin future sales of the Triage DOA products by the
Company. The Company has reviewed the cited patent and believes it has
meritorious defenses. The Company intends to vigorously defend its position, and
it may incur significant legal costs in executing its defense. In January 1998,
the Company amended its answer to the claims of the Behring lawsuit to include
antitrust counterclaims against Behring. The Company seeks an injunction
requiring Dade International Inc. to divest itself of its recent acquisition of
Behring Diagnostics, Inc. and Behring Diagnostics GmbH, treble monetary damages
and attorney fees. If the Company's Triage DOA products were found to infringe
such patents, and if an acceptable license was not available, the Company would
be materially and adversely affected. The Company's Triage Meter platform,
including the Triage Cardiac System is not the subject of the patent
infringement claims as filed.
The Company has charged to defense of patent matters in the
accompanying statements of income the $2.0 million litigation settlement,
applicable license costs related to years prior to 1996 and the related legal
defense costs. Legal defense costs were approximately $777,000, $17,000, and
$331,000 for the years ended December 31, 1995, 1996 and 1997, respectively.
In September 1996, the Company reached a settlement with a competitor
with respect to all claims in a lawsuit filed by the competitor in May 1994. The
complaint alleged that the Company's Triage Panel for Drugs of Abuse product
infringed a patent licensed to the competitor. The Company vigorously defended
the lawsuit. However, to avoid protracted litigation, the Company settled the
patent matter in September 1996, and paid $2.0 million as a settlement of the
litigation and, for an additional $3.5 million and the agreement to pay certain
royalties, obtained a license to certain technology.
In December 1995, the Company was notified that it should evaluate
whether its current products infringe upon certain patent claims held by another
company. In March 1996, the Company settled this matter by obtaining a
F-18
<PAGE>
BIOSITE DIAGNOSTICS INCORPORATED
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
world-wide license to the technology. The Company accrued the one-time license
fee of $2.2 million in December 1995. Amortization of this license related to
fiscal years prior to 1995 was charged to defense of patent matters in 1995.
11. Quarterly Information (Unaudited)
The following quarterly information includes all adjustments which
management considers necessary for a fair statement of such information. For
interim quarterly financial statement, the provision for income taxes is
estimated using the best available information for projected results for the
entire year.
<TABLE>
<CAPTION>
1996
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- -----------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Net sales $ 6,207 $ 6,771 $ 7,247 $ 7,981
Gross profit 4,836 5,373 5,698 6,316
Income (loss) before income taxes (1,013) 1,894 1,468 1,461
Net income (loss) (640) 1,197 2,056 936
Net income (loss) per share
- Basic $ (0.07) $ 0.12 $ 0.21 $ 0.09
- Diluted $ (0.07) $ 0.12 $ 0.20 $ 0.09
Shares used in calculating per share amounts
- Basic 9,798 9,848 9,878 9,885
- Diluted 9,798 10,381 10,481 10,397
</TABLE>
<TABLE>
<CAPTION>
1997
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
----------- ----------- ----------- -----------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Net Sales $ 7,533 $ 7,797 $ 8,079 $ 8,268
Gross Profit 5,909 6,184 6,385 6,273
Income (loss) before income taxes 1,527 1,533 1,155 (2,935)
Net Income (Loss) 992 986 889 (1,669)
Net income (loss) per share
- Basic $ 0.09 $ 0.08 $ 0.07 $ (0.13)
- Diluted $ 0.08 $ 0.07 $ 0.07 $ (0.13)
Shares used in calculating per share amounts
- Basic 11,113 12,750 12,803 12,820
- Diluted 11,886 13,440 13,454 12,820
</TABLE>
F-19
<PAGE>
SCHEDULE II
BIOSITE DIAGNOSTICS INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------------------------------------
Additions
- ------------------------------------------------------------------------------------------------------------------------------
Charged to
Balance at Charged to Costs Other Balance at
Description Beginning of and Expenses Accounts- Deductions -- End of
Period Describe Describe Period
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1997
Allowance for doubtful accounts $ 4,405 $ 19,555 $ - $10,239(1) $ 13,721
Reserve for obsolete or excess inventory $ 193,736 119,230 $ - $ 8,106(2) $304,860
Year ended December 31, 1996
Allowance for doubtful accounts $ - $ 4,405 $ - $ - $ 4,405
Reserve for obsolete or excess inventory $ 213,322 $ (18,026)(3) $ - $ 1,560(2) $193,736
Year ended December 31, 1995
Allowance for doubtful accounts $ - $ - $ - $ - $ -
Reserve for obsolete or excess inventory $ 75,059 $ 138,263 $ - $ - $213,322
</TABLE>
(1) Uncollectible accounts written off, net of recoveries
(2) Write off of obsolete or excess inventory
(3) Reduction for revised estimate of reserve for excess inventory due to growth
in sales forecast and composition of inventory
<PAGE>
EXHIBIT 10.25
[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.]
[LETTERHEAD OF NOVARTIS PHARMA AG]
Biosite Diagnostics Incorporated
11030 Roselle Street
San Diego, CA 92121
Gentlemen:
In the context and pursuit of the parties interactions with respect to the EASY
ASSAY LICENSE AGREEMENT and the ANTIBODY LICENSE AGREEMENT entered into by and
between Biosite Diagnostics Incorporated ("Biosite") and Sandoz Pharma Ltd.
("Sandoz") on the 22nd of September, 1995 (the "Easy Agreement" and the
"Antibody Agreement", respectively), Novartis Pharma AG ("Novartis"), the
successor in interest to Sandoz, has requested that Biosite conduct certain
development work relating to ***. The purpose of this Letter Agreement is to
set forth the terms and conditions under which Biosite will conduct such work
and Novartis will make payments to Biosite in regard to the same. (References
in this Letter Agreement to the term *** include references to *** and ***, and
these terms are used interchangeably).
This Letter Agreement represents an interim arrangement that will allow the
parties to initiate the Program while negotiations leading toward a global
agreement for the development and marketing of certain diagnostic products to be
developed under the Easy Agreement and the Antibody Agreement (as they may be
amended) continue. If the parties enter into a global agreement, the Program
will be integrated into such global agreement, and any payments made by Novartis
to Biosite in accordance with this Letter Agreement prior to the effective date
of the global agreement will be credited towards the payment obligations of
Novartis in the global agreement. In the event the parties do not enter into
such a new global agreement, then the *** which is the subject of this Letter
Agreement will continue to
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
constitute a CyA Easy Assay and a CyA Assay as defined in, and be subject to the
terms and conditions of, the Easy Agreement and the Antibody Agreement
respectively, and the *** which is the subject of this Letter Agreement will
continue to be subject to such terms and conditions.
The parties hereby agree as follows:
1. Novartis will make payments to Biosite on the dates set forth in the
schedule attached hereto as Appendix A ("Schedule"), subject to and in
accordance with the following:
(a) for each of the dates set forth in the Schedule from *** through ***,
Novartis will make the corresponding payment on the date set forth in the
Schedule;
(b) for the date set forth in the Schedule on ***, Novartis will make the
corresponding payment on such date, provided that the *** of the *** has been
demonstrated by Biosite in accordance with the *** set forth in Appendix B
attached hereto, to the reasonable satisfaction of Novartis and Biosite (and if
such *** is not so demonstrated until after such date, the corresponding payment
will be due on the date during the term of this Letter Agreement when it is so
demonstrated); and
(c) for the date set forth in the Schedule on ***, Novartis will make the
corresponding payment on such date, provided that the *** has been demonstrated
by Biosite in accordance with the *** set forth in Appendix C attached hereto,
to the reasonably satisfaction of Novartis and Biosite (and if such *** is not
so demonstrated until after such date, the corresponding payment will be due on
the date during the term of this Letter Agreement when it is so demonstrated);
and
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
(d) for each of the dates set forth in the Schedule from *** through ***,
Novartis will make the corresponding payment on such date, provided that the ***
has been demonstrated as described in clause (b) and (c) above, and in addition
the milestone corresponding to such date in the Schedule has been achieved by
Biosite to the reasonably satisfaction of Novartis and Biosite (and if such ***,
as appropriate, is not so demonstrated or such milestone is not so achieved
until after such date, the corresponding payment [subject, in the case of the
*** milestone, to reduction as provided in clause (ii) below] will be due on the
date during the term of this Letter Agreement when such *** is so demonstrated
and such milestone is so achieved). For the milestone on *** or ***, as
applicable, described in Appendix A,
(i) Biosite shall receive a bonus payment of *** that the achievement
of the *** milestone is accomplished in advance of ***, provided that the ***
listed in Appendix C has also been met to the reasonable satisfaction of both
Novartis and Biosite by such earlier date and
(ii) Novartis shall deduct *** , up to a maximum of *** in which such
delay is attributable exclusively to technical hurdles beyond the reasonably
control of Biosite.
All payments will be due within fifteen (15) days after receipt by Novartis of
an invoice from Biosite in the form of Appendix D attached hereto, but in no
case earlier than the date such payment is due in accordance with the foregoing.
2. Biosite will conduct work under the Program in accordance with the schedule
of tasks listed in Appendix E attached hereto ("Tasks") and will use diligent
efforts consistent with
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
the development of other projects undertaken by it to maintain the timelines
listed in the Tasks.
3. Unless extended in writing by the parties, this Letter Agreement will
terminate on ***. In addition, either party will have the right to terminate
this Letter Agreement at any time upon the provision of *** prior written notice
to the other. Termination will not relieve either party of any of its
obligations to the other accruing prior to the effective date of such
termination.
4. This Letter Agreement amends and supplements the provisions of Article 7 of
the Antibody Agreement and the corresponding provisions of the Easy Agreement
(consisting of the provisions of Article 7 of the Antibody Agreement as
incorporated by reference into the Easy Agreement), in that this Letter
Agreement provides for the payment by Novartis for certain development work to
be conducted by Biosite in regard to the Program, as set forth in greater detail
herein. Except as amended and supplemented by this Letter Agreement as
described above, the provisions of the Easy Agreement and the Antibody Agreement
will remain in full force and effect.
5. This Letter Agreement shall be governed by, interpreted and enforced in
accordance with the substantive laws of Switzerland.
6. Any dispute, controversy or claim arising out of, resulting from or
relating to this Letter Agreement, or the performance by either party of its
obligations under this Letter Agreement (other than bona fide third party
actions or proceedings filed or instituted in an action or proceeding by a third
party against a party to this Letter Agreement), whether before or after
termination of this Letter Agreement, shall be finally resolved by binding
arbitration. Whenever a party shall decide to institute arbitration
proceedings, it shall give written notice to that effect to the other party.
Any such arbitration shall be conducted
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
under the Rules of Conciliation and Arbitration of the International Chamber of
Commerce by a panel of three arbitrators appointed in accordance with such
rules. Any such arbitration shall be conducted in the English language and
shall be held in Basle, Switzerland if brought by Biosite or in San Diego, USA
if brought by Novartis. The arbitrators shall have the authority to grant
specific performance and to allocate between the parties the costs of
arbitration in such equitable manner as they determine. Judgment upon the award
so rendered may be entered in any court having jurisdiction or application may
be made to such court for judicial acceptance of any award and an order of
enforcement, as the case may be. In no event shall a demand for arbitration be
made after the date when institution of a legal or equitable proceeding based
upon such claim, dispute or other manner in question would be barred by the
applicable statute of limitations.
If the above correctly reflects our mutual understanding, please sign below and
return one fully executed letter to the undersigned.
Sincerely yours,
Novartis Pharma AG
By /s/ V. Laanio By Dr. A. Egloff
---------------------------- ----------------------------
Title V. Laanio, Head of Strategy Title Legal Counsel
---------------------------- ----------------------------
and Public Affairs
----------------------------
Date November 20, 1997 Date November 20, 1997
---------------------------- ----------------------------
Agreed and accepted:
Biosite Diagnostics Incorporated
By /s/ Kim D. Blickenstaff
----------------------------
Title President and Chief
----------------------------
Executive Officer
----------------------------
Date November 20, 1997
----------------------------
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
APPENDIX A
Payment and Milestone Schedule
PROJECT SIT 115: ***
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
APPENDIX B
***
***
*** shall be declared when all the following conditions have been
met to the reasonable satisfaction of Novartis and Biosite. ***
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
APPENDIX C
***
***
*** shall be declared when all the following conditions have been met to the
reasonable satisfaction of Novartis and Biosite.
***
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
APPENDIX D
Sample Invoice
[COMPANY Letterhead]
[Date]
Novartis Pharma AG
Zentraler Fakureneingang
Attn: Ms. M. Gnehm
BD&L Contract Administration
Lichtstrasse 35
CH 4002 Basel
Switzerland
Dear Ms. Gnehm:
Re: Biosite/Novartis/***/Interim Agreement (SIT 115)
This is an invoice requesting payment in connection with the above-captioned
agreement between Biosite Diagnostics Incorporated and Novartis Pharma AG.
Novartis Contract Code No.: [will be assigned by BD&L following execution]
Novartis Creditor No.: [will be assigned by BD&L following execution]
Reason for Payment: [please cite specific section or article in the agreement]
Amount and Currency: [self-explanatory]
Bank Address and Account No.: [insert the name and address of the bank to
which the payment should be sent and the account number to which it should
be credited]
Sincerely yours,
Biosite Diagnostics Incorporated
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
APPENDIX E
Schedule of Tasks
***
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
EXHIBIT 10.26
[CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.]
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT dated as of December 8, 1997 (this "Agreement"),
is entered into between BIOSITE DIAGNOSTICS INCORPORATED, a Delaware corporation
("BIOSITE"), and E. MERCK, a German general partnership ("MERCK"). The parties
hereby agree as follows:
1. The Distributorship Agreement dated as of July 27, 1992 (the
"Distributorship Agreement"), between BIOSITE and MERCK, is terminated in its
entirety effective as of June 30, 1998; PROVIDED, HOWEVER, ***.
2. Pursuant to Section 4.4(d) of the Distributorship Agreement, BIOSITE
hereby exercises its option to assume the registrations (as defined in Section
4.4(a) thereof) for the PRODUCTS.
3. MERCK hereby assigns to BIOSITE all of its right, title and interest
in and to the registrations for the PRODUCTS. In accordance with Sections 4.4
and 7.3(e) of the Distribution Agreement, MERCK shall assist BIOSITE to transfer
to BIOSITE any registrations for PRODUCTS, or to obtain any registration for the
PRODUCTS in the name of BIOSITE.
4. On or before February 28, 1998, MERCK shall provide BIOSITE with the
following:
(a) copies of all advertising, promotional literature, packaging, and
package inserts used in connection with the PRODUCTS;
(b) copies of all accounts, CUSTOMER records, billing records,
marketing reports, technical service records, and other files maintained in
connection with the PRODUCTS on a country-by-country basis; and
(c) a list and copies of all long-term contracts with CUSTOMERS for
negotiation of the delivery of PRODUCTS pursuant to Section 7.3(d) of the
Distribution Agreement.
5. Except as otherwise expressly set forth in Section 6 below, BIOSITE
and MERCK each hereby releases and discharges the other party from all
obligations pursuant to the Distribution
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
<PAGE>
Agreement accruing after the effective date of the termination thereof.
6. Notwithstanding anything to the contrary in this Agreement, (a) the
obligations of BIOSITE to repurchase MERCK's unused inventory of PRODUCTS
pursuant to Section 7.3(b) of the Distributorship Agreement shall survive
termination of the Distributorship Agreement; (b) in accordance with Section 4.8
of the Distributorship Agreement, the indemnification provisions of Section 4.8
shall survive termination of the Distributorship Agreement; and (c) in
accordance with Section 6.1 of the Distributorship Agreement, the
confidentiality provisions of Section 6.1 shall survive termination of the
Distributorship Agreement for a period of five (5) years from the date of the
termination thereof.
7. Prior to the six (6) month anniversary of the termination of the
Distribution Agreement, neither MERCK nor any of its affiliated companies shall,
directly or indirectly, sell, offer for sale, promote or act as sales agent for
the solicitation of orders in the TERRITORY for any products for the detection
of more than four (4) drugs of abuse.
8. Prior to *** of the termination of the Distribution Agreement, neither
BIOSITE nor any of its affiliated companies shall, directly or indirectly, sell,
offer for sale, promote or act as sales agent for the solicitation of orders in
the TERRITORY for ***, provided, however, that BIOSITE and its affiliated
companies shall have the right to sell, offer for sale, promote or act as sales
agent for the solicitation of orders in the TERRITORY for *** to customers of
Biosite and its affiliated companies existing as of the date of the termination
of the Distributorship Agreement.
9. MERCK shall execute all such further documents, instruments and
agreements, and take all such further actions as reasonably necessary to
facilitate the transition from MERCK to BIOSITE of the distribution rights under
the Distributorship Agreement. MERCK shall not directly or indirectly take any
action to discourage MERCK's existing customers for PRODUCTS from continuing to
purchase PRODUCTS.
10. All terms used, but not defined, in this Agreement shall have the
respective meanings set forth in the Distributorship Agreement.
11. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without reference to the conflicts of law
principles thereof.
*** CONFIDENTIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first set forth above.
BIOSITE DIAGNOSTICS INCORPORATED
By: /s/ Kim D. Blickenstaff
---------------------------------
Title: President
------------------------------
E. MERCK KGaA
ppa.
By: /s/ Dr. Bardoff
---------------------------------
Title: General Manager
----------------------------
Laboratory Products Division
ppa.
By: /s/ Dr. Reckman
---------------------------------
Dr. Reckman
Title: /s/ General Manager
------------------------------
Environmental and Bioanalysis
Darmstadt, Dec. 8, 1997
-3-
<PAGE>
EXHIBIT 10.27
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT dated as of January 31, 1998 (this "Agreement"),
is entered into between BIOSITE DIAGNOSTICS INCORPORATED, a Delaware corporation
("Biosite"), and E. MERCK, a German general partnership ("Merck"). The parties
hereby agree as follows:
1. The Collaborative Development Agreement dated as of June 28, 1994 (the
"Collaborative Agreement"), and the Supply and Distribution Agreement dated as
of June 28, 1994 (the "Supply Agreement")(the Collaborative Agreement and the
Supply Agreement, collectively, the "Triage Cardiac Agreements"), both between
Biosite and Merck, are hereby terminated in their entirety, effective as of
January 31, 1998.
2. Biosite hereby forgives and releases Merck from its obligations under
the Collaborative Agreement to pay to Biosite any sums not previously paid to
Biosite to fund certain Jointly Funded Development Costs under Section 3.2.1 of
the Collaborative Agreement and to fund certain clinical trials costs in Europe,
Latin America and South Africa under Section 3.2.2 of the Collaborative
Agreement.
3. On or before January 31, 1998, Biosite shall pay to Merck
US$2,100,000.
4. Except as otherwise expressly set forth in Section 5 below, Biosite
and Merck each hereby releases and discharges the other party from all
obligations pursuant to the Triage Cardiac Agreements accruing after the
effective date of the termination thereof.
5. Notwithstanding anything to the contrary in this Agreement, (a) in
accordance with the provisions of Section 9.4 of the Collaborative Agreement,
the provisions of Articles 7 and 10 of the Collaborative Agreement shall survive
termination thereof, and (b) in accordance with the provisions of Section 10.4
of the Supply Agreement, the provisions of Articles 8 and 9 of the Supply
Agreement shall survive termination thereof.
6. All terms used, but not defined, in this Agreement shall have the
respective meanings set forth in the Triage Cardiac Agreements.
7. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without reference to the conflicts of law
principles thereof.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first set forth above.
BIOSITE DIAGNOSTICS INCORPORATED
By: /s/ Kim D. Blickenstaff
---------------------------------
Title: President and CEO
------------------------------
E. MERCK
By: /s/ Dr. Bardoff
---------------------------------
Title: General Manager
----------------------------
Laboratory Products Division
By: /s/ Dr. Reckmann
---------------------------------
Title: General Manager
------------------------------
Environmental and Bioanalysis
Darmstadt, Dec. 8, 1997
-2-
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-17657) pertaining to the Employee Stock Purchase Plan of
Biosite Diagnostics Incorporated of our report dated February 6, 1998, with
respect to the financial statements of Biosite Diagnostics, Inc. included in
this Annual Report (Form 10-K) for the year ended December 31, 1997.
ERNST & YOUNG LLP
San Diego, California
March 25, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMAITON EXTRACTED FROM THE
REGISTRANTS FINANCIAL STATEMENTS AS OF AND FOR THE YEAR END DECEMBER 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN THE COMPANY'S 1997 ANNUAL REPORT ON FORM 10-K.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2330
<SECURITIES> 36927
<RECEIVABLES> 5283
<ALLOWANCES> 0
<INVENTORY> 2170
<CURRENT-ASSETS> 51036
<PP&E> 14057
<DEPRECIATION> 6840
<TOTAL-ASSETS> 63311
<CURRENT-LIABILITIES> 4424
<BONDS> 3797
0
0
<COMMON> 129
<OTHER-SE> 54961
<TOTAL-LIABILITY-AND-EQUITY> 55090
<SALES> 31677
<TOTAL-REVENUES> 35112
<CGS> 6925
<TOTAL-COSTS> 23542
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1280
<INCOME-TAX> 82
<INCOME-CONTINUING> 1198
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1198
<EPS-PRIMARY> $0.10<F1>
<EPS-DILUTED> $0.09<F1>
<FN>
<F1>Earnings per share is calculated based upon pro forma shares outstanding. See
Note 1 of Notes to Financial Statements.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FINANCIAL STATEMENTS AS OF AND FOR THE YEAR END DECEMBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN THE COMPANY'S 1996 ANNUAL REPORT ON FORM 10-K.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,610
<SECURITIES> 8,306
<RECEIVABLES> 5,478
<ALLOWANCES> 0
<INVENTORY> 1,732
<CURRENT-ASSETS> 18,990
<PP&E> 8,835
<DEPRECIATION> 4,695
<TOTAL-ASSETS> 30,089
<CURRENT-LIABILITIES> 4,682
<BONDS> 3,253
0
83
<COMMON> 15
<OTHER-SE> 22,055
<TOTAL-LIABILITY-AND-EQUITY> 30,089
<SALES> 28,206
<TOTAL-REVENUES> 30,052
<CGS> 5,983
<TOTAL-COSTS> 20,259
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,810
<INCOME-TAX> 261
<INCOME-CONTINUING> 3,549
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,549
<EPS-PRIMARY> 0.36<F1>
<EPS-DILUTED> 0.34<F1>
<FN>
<F1>Earnings per share is calculated based upon pro forma shares outstanding. See
Note 1 of Notes to Financial Statements.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FINANCIAL STATEMENTS AS OF AND FOR THE QUARTERS ENDED MARCH 31,
1997, JUNE 30, 1997 AND SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S 1996 ANNUAL
REPORT ON FORM 10-K.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 APR-01-1997 JUL-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 8,239 6,606 4,827
<SECURITIES> 31,614 33,810 36,468
<RECEIVABLES> 5,602 5,599 5,784
<ALLOWANCES> 0 0 0
<INVENTORY> 1,885 1,955 2,220
<CURRENT-ASSETS> 49,804 51,346 53,307
<PP&E> 9,955 12,051 13,313
<DEPRECIATION> 5,203 5,687 6,247
<TOTAL-ASSETS> 60,977 62,851 65,340
<CURRENT-LIABILITIES> 4,193 4,171 5,111
<BONDS> 2,671 3,234 3,804
0 0 0
0 0 0
<COMMON> 127 128 128
<OTHER-SE> 53,985 55,318 56,297
<TOTAL-LIABILITY-AND-EQUITY> 54,112 62,851 65,340
<SALES> 7,533 7,797 8,079
<TOTAL-REVENUES> 8,193 8,595 8,908
<CGS> 1,624 1,613 1,693
<TOTAL-COSTS> 5,041 5,450 6,059
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 1,527 1,532 1,155
<INCOME-TAX> 535 547 266
<INCOME-CONTINUING> 992 985 889
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 992 985 889
<EPS-PRIMARY> 0.09<F1> 0.08<F1> 0.07<F1>
<EPS-DILUTED> 0.08<F1> 0.07<F1> 0.07<F1>
<FN>
<F1>Earnings per share is calculated based upon pro forma shares outstanding. See
Note 1 of Notes to Financial Statements.
</FN>
</TABLE>
