<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1996 Commission File Number. 000-21930.
BIOSOURCE INTERNATIONAL, INC.
(Exact name of Small Business Issuer as specified in its charter)
DELAWARE 77-0340829
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
820 FLYNN ROAD, CAMARILLO, CALIFORNIA 93012
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (805)987-0086
None
- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year if changed since
last report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No____.
Number of common shares of issuer
Outstanding at August 13, 1996 8,311,315
1
<PAGE> 2
BIOSOURCE INTERNATIONAL, INC.
INDEX TO FINANCIAL STATEMENTS
ITEM DESCRIPTION PAGE
PART I FINANCIAL INFORMATION
1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1996............ 3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1995..................... 4
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED JUNE 30, 1996 AND 1995..................... 5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1995..................... 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............... 7-10
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATIONS.......................................... 11-13
PART II OTHER INFORMATION
1-6 OTHER INFORMATION, EXHIBITS AND REPORTS ON
FORM 8-K........................................... .... 14-15
SIGNATURES................................................. 16
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
BIOSOURCE INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 13,989,512
Accounts receivable, net 4,561,580
Inventories 6,911,132
Prepaid expenses and other current assets 1,633,780
Deferred income taxes 101,000
------------
Total current assets 27,197,004
Property and equipment, net 4,108,788
Other assets 386,546
------------
$ 31,692,338
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of notes payable $ 29,530
Accounts payable 1,442,505
Accrued expenses 1,608,396
Income taxes payable 568,743
------------
Total current liabilities 3,649,174
------------
Notes payable, less current maturities 1,328,265
Deferred income taxes 75,000
Stockholders' equity:
Preferred stock, $.001 par value. Authorized
1,000,000 shares; none issued --
Common stock, $0.001 par value. Authorized
20,000,000 shares; issued and outstanding
8,311,003 shares 8,311
Additional paid-in capital 28,887,961
Accumulated deficit (2,336,373)
Accumulated translation adjustment 80,000
------------
Total stockholders' equity 26,639,899
-------------
$ 31,692,338
=============
</TABLE>
See accompanying notes to consolidated financial statements 3
<PAGE> 4
BIOSOURCE INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Revenue $5,781,195 $4,075,090
Cost of goods sold 1,987,138 1,651,118
---------- ----------
Gross profit 3,794,057 2,423,972
---------- ----------
Operating expenses:
Research and development 533,503 565,690
Sales & marketing 832,194 648,147
General and administrative 816,589 754,403
---------- ----------
Total operating expenses 2,182,286 1,968,240
---------- ----------
Operating income 1,611,771 455,732
---------- ----------
Other income, net 100,445 40,675
---------- ----------
Income before income taxes 1,712,216 496,407
Provision for income taxes 601,567 93,827
---------- ----------
Net income $1,110,649 $ 402,580
========== ==========
Net income per share $ 0.17 $ 0.07
========== ==========
Weighted average number of
common shares outstanding 6,573,786 5,824,528
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements. 4
<PAGE> 5
BIOSOURCE INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Revenue $3,262,638 $2,150,588
Cost of goods sold 1,138,107 793,413
---------- ----------
Gross profit 2,124,531 1,357,175
---------- ----------
Operating expenses:
Research and development 289,484 277,926
Sales & marketing 508,752 338,391
General and administrative 443,050 402,832
---------- ----------
Total operating expenses 1,241,286 1,019,149
---------- ----------
Operating income 883,245 338,026
---------- ----------
Other income, net 39,029 21,205
---------- ----------
Income before income taxes 922,274 359,231
Provision for income taxes 331,374 71,845
---------- ----------
Net income $ 590,900 $ 287,386
========== ==========
Net income per share $ 0.09 $ 0.05
========== ==========
Weighted average number of
common shares outstanding 6,768,656 5,824,374
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements 5
<PAGE> 6
BIOSOURCE INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,110,649 $ 402,580
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 152,655 117,526
Changes in assets and liabilities:
Accounts receivable (3,171,721) (195,770)
Inventories (3,609,924) (98,588)
Prepaid expenses and other current assets (1,501,459) (144,631)
Other assets 6,628,969 (22,598)
Accounts payable 715,874 13,948
Accrued expenses 1,618,617 11,970
------------ ------------
Net cash provided by operating activities 1,943,660 84,437
------------ ------------
Cash flows from investing activities:
Purchase of European subsidiary (6,868,000) --
Purchase of property and equipment (3,338,835) (126,050)
------------ ------------
Net cash used in investing activities (10,206,835) (126,050)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock 19,365,919 --
Proceeds from the exercise of options 126,659 14,459
Proceeds from the exercise of warrants 59,365 --
Borrowings from bank 1,957,000 28,000
Repayments to bank (706,348) (117,502)
Payments of capital lease obligations (23,000) (17,415)
------------ ------------
Net cash provided by (used in) financing activities 20,779,595 (92,458)
------------ ------------
Effect of currency exchange rate change 80,000 --
------------ ------------
Net increase (decrease) in cash and
cash equivalents 12,596,420 (134,071)
Cash and cash equivalents at beginning
of period 1,393,092 883,760
------------ ------------
Cash and cash equivalents at end
of period $ 13,989,512 $ 749,689
============ ============
</TABLE>
See accompanying notes to consolidated financial statements 6
<PAGE> 7
BIOSOURCE INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The unaudited financial statements as of June 30, 1996 and for the six month and
three month periods ended June 30, 1996 and 1995 included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. However, the Company believes that the
disclosures are adequate to prevent the information presented from being
misleading. These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's Form
10-KSB, which contains financial information for the year ended December 31,
1995.
The information provided in this report reflects all adjustments that are, in
the opinion of management, necessary to present fairly the results of operations
for these periods. The results of these periods are not necessarily indicative
of the results to be expected for the full year.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of BioSource
International, Inc. and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
The Company is engaged in the licensing, development, manufacture,
marketing and distribution of immunological reagents, test kits and
oligonucleotides used in biomedical research. The types of products
supplied by the Company include a range of bioactive proteins, enzymes,
substrates, antibodies, human and murine cytokines, growth factors and a
variety of assay systems for the detection of biological molecules. These
products focus on areas of research such as immunology, AIDS and cancer.
The Company focuses its sales efforts on academic, industrial and
governmental laboratories.
Cash and Cash Equivalents
Cash and cash equivalents includes all cash balances and highly liquid
investments in debt instruments with an original maturity of three months
or less.
Inventories
Inventories are stated at the lower of cost (first-in, first-out) or
market (net realizable value) for raw materials and work in process and
the average-cost method for finished goods.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided using
the straight-line method over the estimated useful lives which range from
three to seven years. Leasehold improvements are amortized using the
straight-line method over the estimated useful life or the lease term,
whichever is shorter.
7
<PAGE> 8
BIOSOURCE INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
License Agreements
License agreements are recorded at cost and are amortized using the
straight-line method over the shorter of the estimated useful lives of
the license or the license term (generally five to ten years). These
costs are included with other assets in the accompanying consolidated
balance sheet.
Income Taxes
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Statement
109 requires the use of the asset and liability method of accounting for
income taxes. Under the asset and liability method of Statement 109,
deferred income taxes are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enacted date.
Long Lived Assets
In March 1995, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of," was issued. This statement provides guidelines
for recognition of impairment losses related to long-term assets.
Effective January 1, 1996, the Company adopted Statement No. 121. The
adoption of this new standard did not have a material effect on the
Company's consolidated financial statements.
Accounting for Stock Options
In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation", was issued. This statement
encourages, but does not require a fair value based method of
accounting for employee stock options. The Company will continue to
measure compensation costs pursuant to APB Opinion No. 25, "Accounting
for Stock Issued to Employees" and comply with the pro forma disclosure
requirements of Statement No. 123. Effective January 1, 1996,
the Company adopted Statement No. 123 which had no impact on the
Company's consolidated financial statements.
Net Income per Share
Net income per share has been computed using the weighted average number
of common shares outstanding each quarter. The Company's common share
equivalents associated with dilutive stock options and warrants are
immaterial, and accordingly, primary and fully diluted net income per
share are approximately the same.
8
<PAGE> 9
BIOSOURCE INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. BUSINESS COMBINATION
On June 5, 1996 the Company acquired certain assets and assumed selected
liabilities of Medgenix Diagnostics, S.A. ("Medgenix"), located in Fleurus,
Belgium, related to its in vitro diagnostic business (the "Medgenix Business").
The Medgenix assets consist of certain product lines which are similar to those
of the Company, focusing on assay test kits, customer accounts, laboratory and
animal facilities, real property leasehold interests and an existing employee
base, all of which are used in the Medgenix Business. The purchase price for the
Medgenix Business was $6.9 million, payable in cash, and the assumption of
certain Medgenix liabilities. The Company funded the cash portion of the
purchase price of the Medgenix Business from a portion of the net proceeds of a
secondary offering of its common stock which closed concurrently with the
closing of the Medgenix acquisition. The acquisition was accomplished as a
purchase of assets (and assumption of certain liabilities) which were acquired
by a wholly-owned subsidiary of the Company, BioSource Europe, S.A. (BioSource
Europe), and was accounted for as a purchase. BioSource Europe is incorporated
under Belgian law with subsidiaries in France, Germany, Italy and the
Netherlands.
3. INVENTORIES
<TABLE>
<CAPTION>
JUNE 30, 1996
-------------
<S> <C>
Raw materials $766,735
Work in process 2,909,992
Finished goods 3,234,405
-------------
$ 6,911,132
=============
4. PROPERTY AND EQUIPMENT
Land $ 270,000
Building and improvements 1,871,182
Laboratory equipment 1,670,507
Office furniture, equipment and computers 1,195,150
-------------
$ 5,006,839
Less accumulated depreciation 898,051
-------------
</TABLE>
$ 4,108,788
=============
5. NOTES PAYABLE
On June 30 1996 the Company had a credit agreement with a bank providing
for borrowings of up to $1,000,000 under a revolving line of credit
limited to 75% of eligible accounts receivable, as defined per the
borrowing agreement. Interest on the revolving line of credit is payable
monthly at prime plus .75%. Borrowings under the credit agreement are
secured by all Company assets. As of June 30, 1996 there was no
outstanding balance under the credit agreement.
On March 29, 1996, the Company purchased its existing executive offices
and manufacturing facilities, consisting of approximately 27,000 square
feet located on 63,162 square feet of land in Camarillo, California.
These offices and manufacturing facilities, leased by the Company prior
to the purchase date, are subject to a first trust deed mortgage (the
"First Mortgage"). At June 30, 1996, the First Mortgage had an
outstanding balance of $741,975 with unpaid principal due on April 1,
2006. The principal amount of the loan is being amortized over twenty
years. Pursuant to the First Mortgage, the Company is obligated to
make monthly payments of $6,896, which include interest at 9.4% per
annum. The property is also subject to a second trust deed loan (the
"Second Mortgage") with an outstanding principal balance of $616,000 as
of June 30, 1996. The second mortgage is subject to a fixed rate of
approximately 7.75% per annum, payable and amortized over twenty years,
due approximately June 1, 2016, with estimated monthly payments of
principle, interest, and fees of $5,369. Payments by the Company under
the First Mortgage and the Second Mortgage are unconditionally
guaranteed by James H. Chamberlain, Chief Executive Officer and
President of the Company.
9
<PAGE> 10
BIOSOURCE INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. LEASE COMMITMENTS
The Company's European subsidiary, BioSource Europe S.A,. leases
approximately 30,000 square feet of a building located in Fleurus,
Belgium, for a term of three years expiring on March 31, 1998.
The Company also leases premises consisting of 1,491 square feet in
Menlo Park, California for Keystone Laboratories, a wholly owned
subsidiary, under an operating lease expiring on April 30, 1998 and
renewable for a three-year period upon expiration of the initial term.
7. INCOME TAXES
Income taxes for the interim periods were computed using the effective
tax rate estimated to be applicable for the full fiscal year, which is
subject to ongoing review by management.
10
<PAGE> 11
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion and analysis should be read together with the
financial statements and the notes thereto included elsewhere herein.
OVERVIEW
BioSource develops, manufactures, markets and distributes products which
are widely used in biomedical research and are instrumental in the development
of new medical diagnostic methods and pharmaceutical products. The Company's
products enable scientists to better understand the biochemistry, immunology and
cell biology of the human body, aging an certain diseases such as cancer,
arthritic and other inflammatory diseases, AIDs and certain other infectious
diseases. The Company's products include immunological reagents, including
bioactive proteins (cytokines, growth factors and adhesion molecules) and
monoclonal and polyclonal antibodies. The Company also develops, manufactures,
markets and distributes oligonucleotides and ELISA test kits, and uses
recombinants DNA technology to produce cytokines and other proteins. Because the
Company's products are sold only for research, the Company is not subject to
regulation by the FDA, and therefore undertakes none of the risks associated
with the research and development of new drugs.
BioSource maintains facilities for manufacturing, laboratory and its
executive offices in Camarillo, California. The Company manufactures
oligonucleotides through its wholly-owned subsidiary, Keystone Laboratories,
Inc., at its facilities located in Menlo Park, California.
On June 5, 1996 the Company acquired certain assets and assumed selected
liabilities of Medgenix Diagnostics, S.A. ("Medgenix"), located in Fleurus,
Belgium, related to its in vitro diagnostic business (the "Medgenix Business").
The Medgenix assets consist of certain product lines which are similar to those
of the Company, focusing on assay test kits, customer accounts, laboratory and
animal facilities, real property leasehold interests and an existing employee
base, all of which are used in the Medgenix Business. The purchase price for the
Medgenix Business was $6.9 million, payable in cash, and the assumption of
certain Medgenix liabilities. The Company funded the cash portion of the
purchase price of the Medgenix Business from a portion of the net proceeds of a
secondary offering of its common stock which closed concurrently with the
closing of the Medgenix acquisition. The acquisition was accomplished as a
purchase of assets (and assumption of certain liabilities) which were acquired
by a wholly-owned subsidiary of the Company, BioSource Europe, S.A. (BioSource
Europe), and was accounted for as a purchase. BioSource Europe is incorporated
under Belgian law with subsidiaries in France, Germany, Italy and the
Netherlands.
RESULTS OF OPERATIONS QUARTER AND SIX MONTHS ENDED JUNE 30, 1996
Revenue. Revenue for the quarter ended June 30, 1996 increased
$1,112,050 or 52% to $3,262,638 from $2,150,588 when compared to the three
months ended June 30, 1995. Revenue for the six month ended June 30, 30, 1996
increased $1,706,105 or 42% to $5,781,195 from $4,075,090 when compared to the
six months ended June 30, 1995. The increased revenue was due in part to
the continued demand of the BioSource ELISA test kits and to the addition of
$764,000 in revenue contributed by BioSource Europe. Kit sales for the
quarter and six months ended June 30, 1996 increased by 37% and 49%,
respectively when compared to the same period in 1995. In addition, BioSource
continues to increase sales in other product areas which include cytokines,
growth factors, antibodies.
Gross Margins. Gross margins for the quarter ended June 30, 1996
increased to 65.1% or 2% from 63.1% when compared to the quarter ended June 30,
1995. Gross margins for the six months ended June 30, 1996 increased 65.6% or
6.1% from 59.5% when compared to the six months ended June 30, 1995. BioSource
realized improved gross margins due to increased sales of manufactured ELISA
test kits which have larger gross margins than other product lines and by
benefiting from increased production efficiencies.
11
<PAGE> 12
Research and Development Expenses. Research and development expenses
for the quarter ended June 30, 1996 increased by $11,558 or 4% to $289,484,
when compared to $277,926 for the quarter ended June 30, 1995. Research and
development expenses for the six months ended June 30, 1996 decreased by
$32,187 or 6% to $533,503 when compared to $565,690 for the six months ended
June 30, 1995. The decrease resulted from the favorable comparison to the same
period in 1995 when the Company incurred higher research and development
expenses in connection with the expansion of its research and development
efforts. For the quarter ended June 30, 1996, the Company introduced 4 ELISA
test kits, including Rat IL-Beta, Rat MCP-1, Rat TNF-US and Mouse IL-12,
which it believes are the first of their kind to be commercially available.
The rat cytokines are becoming the animal model of choice by many researchers
in the area of cytokine research. The Company also introduced new monoclonal
antibodies, including antimouse IL-12, antihuman IL-12 and antiFAS(CD95)
consisting of two clones. The antiFAS antibodies are involved in the new area
of research called apoptosis or "programmed cell death". The Company continues
to focus its research on producing new proteins for commercial sale and for
use in new ELISA kits and other products used in biomedical research.
Sales and Marketing Expenses. Sales and marketing expenses for the
quarter ended June 30, 1996 were $508,752, an increase of $170,361, when
compared to $338,391 for the quarter ended June 30, 1995. Sales and marketing
expenses for the six months ended June 30, 1996 were $832,194 an increase of 28%
as compared to $648,147 for the six months ended June 30, 1995. The increase is
primarily due to the additional expenses incurred by BioSource Europe which has
direct sales and marketing presence in strategic European locations. The U.S.
selling and marketing expenses amounted to $651,194 for the six months ended
June 30, 1996, an increase of less than 1% or $3,047 when compared to $648,147
for the six months ended June 30, 1995. The Company believes it has been
successful in its focus on controlling expenses while maintaining increased
sales revenue, and expects to bring the same focus to its European operations in
future periods.
General and Administrative Expenses. General and administrative
expenses for the quarter ended June 30, 1996 were $443,050, an increase of
$40,218 or 10% when compared to $402,832 for the quarter ended June 30, 1995.
General and administrative expenses for the six months ended June 30, 1996 were
$816,589 an increase of $62,186 or 8% as compared to $754,403 for the six months
ended June 30, 1995. The increase in general and administrative expense for the
quarter ended June 30, 1996 were due to the expenses incurred by BioSource
Europe since the date of acquisition.
Provision of Income Taxes. The provision for income taxes for the six
months ended June 30, 1996 was calculated using the effective rate of
approximately 35%, which includes anticipated tax benefits realized from the use
of net operating loss carryforwards and tax credits recognized from increasing
research and development expenses. Foreign taxes have been provided at a rate of
39% which approximates the tax rate in Belgium.
Net Income. Net income for the quarter ended June 30, 1996 was
$590,900, an increase of $303,514 or 106% when compared to $287,386 for the
quarter ended June 30, 1995. Net income for the six months ended June 30,
1996 was $1,110,649, an increase of $708,069 or 176% when compared to
$402,580 for the six months ended June 30, 1995. The increase in earnings is
mainly due to the increased revenue from all product lines, particularly the
ELISA test kits and improved gross margins. The Company continues to focus
on controlling and managing overall expenses with the increased revenue growth.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company's current ratio was 7.5 to 1 compared to
4.8 to 1 at December 31, 1995. Cash provided by operating activities for the six
months ended June 30, 1996 was $1,943,660 when compared to $84,437 for the six
months ended June 30, 1995. At June 30, 1996 cash and cash equivalents on hand
was $13,989,512 when compared to $1,393,092 at December 31, 1995. The company
invests the cash on hand in low risk short term commercial paper and tax-exempt
mutual funds. The Company's policy is to maintain liquidity in its investments
to provide working capital and have the ability to react to future potential
long term investment opportunities in complementary business, products or
technologies.
12
<PAGE> 13
The substantial increase in cash on hand was due to the Company
completing a secondary offering of 2.5 million shares of its common stock,
which included 138,000 shares offered by then current shareholders, which
resulted in net proceeds of $19.4 million dollars. The offering was completed
on June 5, 1996. Simultaneously with the offering, the Company completed the
acquisition of its European subsidiary for a total cash purchase price of
$6,868,000.
For the six months ended June 30, 1996 purchases of property and
equipment amounted to $3,338,835. Fixed assets purchased through the acquisition
of BioSource Europe amounted to $1,319,000. On March 29, 1996 the Company
purchased its corporate headquarters and manufacturing facilities located in
Camarillo, California for $1,496,000. Capital improvements and expansion of
office and laboratory facilities totaled $353,000 through the six months ended
June 30, 1996. The expansion increased the amount of office and manufacturing
space available for current and future growth. The remaining capital
expenditures were for the purchases of additional laboratory, production and
office equipment.
The Company's revolving line of credit with Silicon Valley Bank, as
extended, provides for borrowings of up to $1.0 million limited to 75% of
eligible accounts receivable. The credit line expires on December 31, 1996.
Interest on the line of credit is at prime plus .75%. At June 30, 1996
and at August 12, 1996 no amounts were drawn against the line of credit.
On June 6, 1996 the Company paid the remaining $89,286 due on its $150,000
installment note payable to Silicon Valley Bank.
Management believes with the positive increase in working capital
provided by operations and the cash generated from its recently completed stock
offering, the Company has sufficient working capital to meet its operating and
capital needs for the foreseeable future.
13
<PAGE> 14
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On July 1, 1996 the Proposals below were submitted to a vote of security holders
at the Annual Meeting of the Shareholders of BioSource International, Inc. The
Annual Meeting of Shareholders was adjourned to July 31, 1996 and again
adjourned to August 30, 1996 for the purpose of addressing open Proposal 2.
and Proposal 4. outlined below.
Proposal 1. To authorize certain actions to effect the delisting of the Company
from the Vancouver Stock Exchange:
FOR AGAINST ABSTAIN NON-VOTES
4,866,129 12,171 25,672 449,442
Proposal 2. To amend the Company's Certificate of Incorporation to establish a
classified Board of Directors and limit certain stockholder actions:
ADJOURNED
Proposal 3. The election of the following persons to serve as directors of
BioSource International, Inc., a Delaware corporation, until the next regular
Annual Meeting of the Shareholders of BioSource International, Inc.
and until their successors have been duly elected and qualified:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN NON-VOTES
<S> <C> <C> <C> <C>
James H. Chamberlain 5,300,523 0 52,891 0
Leonard M. Hendrickson 5,300,623 0 52,791 0
David S. Moffa, Ph.D. 5,294,568 0 58,846 0
Robert D. Weist 5,294,923 0 58,491 0
John R. Overturf, Jr. 5,292,723 0 60,691 0
</TABLE>
14
<PAGE> 15
PART II -- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders (continued)
Proposal 4. To amend the Company's 1993 Stock Incentive Plan:
ADJOURNED
Proposal 5. To ratify the appointment of KPMG Peat Marwick, LLP as the Company's
independent public accountants for the year ending December 31, 1996:
FOR AGAINST ABSTAIN NON-VOTES
5,302,040 20,928 30,446 0
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Registrant's report on Form 8-K filed April 4, 1996, item 5 event.
Registrant's report on Form 8-K filed June 5, 1996, item 2 event.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIOSOURCE INTERNATIONAL, INC.
By: Anna Anderson
-------------------------------
Anna Anderson
August 13, 1996 Vice President and
Chief Financial Officer
James H. Chamberlain
------------------------------
James H. Chamberlain
August 13, 1996 President and Chief
Executive Officer
16
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0
0
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