BIOSOURCE INTERNATIONAL INC
10-Q, 1997-05-15
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>   1
                                                        This document consists
                                                         of 13 pages, of which
                                                     this page is number  1  .


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q

                      QUARTERLY REPORT UNDER SECTION 13 OR
                             15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

For Quarter Ended March 31, 1997 Commission File Number. 000-21930.

                          BIOSOURCE INTERNATIONAL, INC.
                          -----------------------------
             (Exact name of Registrant 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 May 15, 1997              8,356,073







                                       1


<PAGE>   2

                          BIOSOURCE INTERNATIONAL, INC.

                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
Item         Description                                                                                       Page
<S>          <C>                                                                                               <C>  
PART I       FINANCIAL INFORMATION

1.           Financial Statements

             Consolidated Balance Sheet as of March 31, 1997 and December 31, 1996...........................    3

             Consolidated Statements of Operations for the three                                                       
                months ended March 31, 1997 and 1996.........................................................    4

             Consolidated Statements of Cash Flows for the three                                                       
                months ended March 31, 1997 and 1996.........................................................    5

             Notes to Consolidated Financial Statements......................................................    6-9

2.           Management's Discussion and Analysis of Financial
                   Condition and Results of Operations.......................................................    10-11

PART II      OTHER INFORMATION

1-6          Other Information, Exhibits and Reports on
                   Form 8-K..................................................................................    12

             SIGNATURES......................................................................................    13
</TABLE>













                                        2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION
                          ITEM I - FINANCIAL STATEMENTS

                          BIOSOURCE INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET


                   ASSETS

<TABLE>
                                                                               March 31, 1997          December 31, 1996
                                                                               --------------          -----------------
                                                                                 (Unaudited)
<S>                                                                             <C>                        <C>      
Current assets:
      Cash and cash equivalents                                                  $ 10,230,031              $  3,606,904
      Short-term investments, held to maturity                                      1,669,580                 5,766,905
      Accounts receivable, net of $49,000 allowance for doubtful accounts           4,808,210                 4,286,237
      Inventories                                                                   6,961,802                 7,228,918
      Prepaid expenses and other current assets                                     1,333,829                 1,316,416
      Deferred income taxes                                                           202,000                   202,000
                                                                                 ------------              ------------
          Total current assets                                                     25,205,452                22,407,380

      Long-term investments, held to maturity                                       2,667,669                 5,561,669
      Property and equipment, net                                                   4,892,171                 4,788,404
      Other assets                                                                    676,408                   712,374
      Deferred income taxes                                                           400,000                   400,000
                                                                                 ------------              ------------

                                                                                 $ 33,841,700              $ 33,869,827
                                                                                 ============              ============


    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Current maturities of notes payable                                        $     29,120              $     28,510
      Accounts payable                                                              1,623,259                 1,895,310
      Accrued expenses                                                              1,758,602                 2,318,284
      Income taxes payable                                                            429,665                    77,767
                                                                                 ------------              ------------
           Total current liabilities                                                3,840,646                 4,319,871
                                                                                 ------------              ------------

Notes payable, less current maturities                                              1,306,845                 1,314,359
Deferred income taxes                                                                  75,000                    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
          8,353,377 shares at March 31, 1997 and
          8,318,971 shares at December 31, 1996                                         8,353                     8,319
     Additional paid-in capital                                                    28,906,924                28,837,102
     Retained earnings (accumulated deficit)                                          182,332                  (679,824)
     Accumulated translation adjustment                                              (478,400)                   (5,000)
                                                                                 ------------              ------------
          Net stockholders' equity                                                 28,619,209                28,160,597
                                                                                 ------------              ------------
                                                                                 $ 33,841,700              $ 33,869,827
                                                                                 ============              ============
</TABLE>




          See accompanying notes to consolidated financial statements

                                                                              3



<PAGE>   4

                          BIOSOURCE INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE MONTHS ENDED MARCH 31
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                     1997                1996
                                                  ----------          ----------
<S>                                               <C>                 <C>
Revenue                                           $5,448,440          $2,518,557

Cost of goods sold                                 1,985,138             849,031
                                                  ----------          ----------

   Gross profit                                    3,463,302           1,669,526
                                                  ----------          ----------

Operating expenses:
   Research and development                          524,230             244,019
   Sales & marketing                               1,056,590             323,442
   General and administrative                        864,367             373,540
                                                  ----------          ----------

       Total operating expenses                    2,445,187             941,001
                                                  ----------          ----------

       Operating income                            1,018,115             728,525
                                                  ----------          ----------

Other income, net                                    295,635              61,416
                                                  ----------          ----------

       Income before income taxes                  1,313,750             789,941

Provision for income taxes                           451,595             270,193
                                                  ----------          ----------

       Net income                                 $  862,155          $  519,748
                                                  ==========          ==========

Income per share:

       Net income per share                       $     0.10          $     0.09
                                                  ==========          ==========

Weighted average number of
   common and common equivalent
   shares outstanding                              9,070,000           5,957,285
                                                  ==========          ==========
</TABLE>




          See accompanying notes to consolidated financial statements        4


<PAGE>   5

                          BIOSOURCE INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                     1997             1996
                                                                ------------     ------------
<S>                                                                <C>               <C>
Cash flows from operating activities:
   Net income                                                   $    862,155     $    519,748

   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Depreciation and amortization                                  156,545           55,385
   Changes in assets and liabilities:
      Accounts receivable                                           (719,464)         (74,361)
      Inventories                                                     26,331          (83,014)
      Prepaid expenses and other current assets                      (91,749)         (34,672)
      Other assets                                                    42,493         (218,940)
      Accounts payable                                              (195,671)         104,914
      Accrued expenses and other liabilities                        (418,803)         (36,042)
      Income taxes payable                                           357,971         (104,807)
                                                                ------------     ------------

         Net cash provided by operating activities                    19,808          128,211
                                                                ------------     ------------

Cash flows from investing activities:
   Purchase of property and equipment                               (397,679)      (1,571,790)
   Purchase of investments                                        (1,354,653)              --
   Proceeds from sale of investments                               8,345,978               --
                                                                ------------     ------------
         Net cash provided by (used in) investing activities       6,593,646       (1,571,790)
                                                                ------------     ------------

Cash flow from investing activities:
Cash flows from financing activities:
   Proceeds from the exercise of options                              69,755           31,340
   Borrowings from bank                                                   --        1,341,000
   Repayments to bank                                                 (6,904)         (10,715)
   Payments of capital lease obligations                                  --           (9,650)
                                                                ------------     ------------

         Net cash provided by financing activities                    62,851        1,351,975
                                                                ------------     ------------

Effect of exchange rate on cash                                      (53,178)              --
                                                                ------------     ------------

         Net increase (decrease) in cash and
            cash equivalents                                       6,623,127          (91,604)

Cash and cash equivalents at beginning
   of period                                                       3,606,904        1,393,092
                                                                ------------     ------------

Cash and cash equivalents at end
   of period                                                    $ 10,230,031     $  1,301,488
                                                                ============     ============
</TABLE>







          See accompanying notes to consolidated financial statements         5

<PAGE>   6

                          BIOSOURCE INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The unaudited financial statements as of March 31, 1997 and for the three month
periods ended March 31, 1997 and 1996 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-K, which contains financial
information for the year ended December 31, 1996.

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

         Description and Business

         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.

         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.

         Cash and Cash Equivalents

         Cash and cash equivalents includes all cash balances and highly liquid
         investments with an original maturity of three months or less.

         Investments

         The Company adopted the provisions of Statement of Financial
         Accounting Standards (SFAS) No. 115, "Accounting for Certain
         Investments in Debt and Equity Securities," as of January 1, 1994.  At
         March 31, 1997, the Company has investments in U.S. Treasury
         securities that are classified in the consolidated balance sheet as
         short-term (mature in more than 91 days but no more than one year) or
         long-term (maturities beyond one year).  These investments are
         categorized as held to maturity and are carried at cost as the Company
         has both the intent and the ability to hold these investments until
         they mature.

         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.





                                       6
<PAGE>   7

                         BIOSOURCE INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         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.

         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

         Income taxes are accounted for 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.  The effect on deferred taxes of a change in tax rates is
         recognized in income in the period that includes the enacted date.

         Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

         The Company adopted the provisions of SFAS No. 121, "Accounting for
         the Impairment of Long-Lived Assets for Long-Lived Assets to Be 
         Disposed Of," on January 1, 1996.  SFAS No. 121 requires that
         long-lived assets and certain identifiable intangibles be reviewed 
         for impairment whenever events or changes in circumstances indicate 
         that the carrying amount of an asset may not be recoverable.  
         Recoverability of assets to be held and used is measured by a 
         comparison of the carrying amount of an asset to future net cash
         flows expected to be generated by the asset.  If such assets are
         considered to be impaired, the impairment to be recognized is measured
         by the amount by which the carrying amount of the assets exceed the 
         fair value of the assets.  Assets to be disposed of are reported at
         the lower of the carrying amount of fair value less costs to sell.
         Adoption of this statement did not have a material impact on the
         Company's financial position or results of operations.

         Accounting for Stock Options

         Prior to January 1, 1996, the Company accounted for its stock option
         plans in accordance with the provisions of Accounting Principles
         Board (APB) Opinion No. 25, "Accounting for Stock Issued to
         Employees," and related interpretations.  As such, compensation expense
         would be recorded on the date of grant only if the current market
         price of the underlying stock exceeded the exercise price. On
         January 1, 1996, the Company adopted SFAS No. 123, "Accounting for
         Stock-Based Compensation," which permits entities to recognize as
         expense over the vesting period the fair value of all stock-based 
         awards on the date of grant.  Alternatively, SFAS No. 123, also allows
         entities to continue to apply the provisions of APB Opinion No. 25
         and provide pro forma net income and pro forma income per share 
         disclosures for employee stock option grants made in 1995 and future
         years as if the fair-value-based method defined in SFAS No. 123 had
         been applied.  The Company has elected to continue to apply the
         provisions of APB No. 25 and provide the pro forma disclosure
         provisions of SFAS No. 123.

         Net Income per Share

         Net income per share has been computed using the weighted average
         number of common and common equivalent shares outstanding each period.
         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.



                                       7
<PAGE>   8


                         BIOSOURCE INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.       INVENTORIES

<TABLE>
<CAPTION>
                                                                    MAR 31, 1997         DEC 31, 1997
                                                                    ------------         ------------
         <S>                                                         <C>                  <C>
         Raw materials                                                $1,061,760           $  767,378
         Work in process                                               2,623,592            3,243,766
         Finished goods                                                3,276,450            3,217,774
                                                                      ----------           ----------
                                                                      $6,961,802           $7,228,918
                                                                      ==========           ==========

3.    PROPERTY AND EQUIPMENT

         Land                                                         $  360,000           $  360,000
         Building and improvements                                     1,918,168            1,852,075
         Laboratory equipment                                          2,850,538            2,797,638
         Office furniture, equipment and computers                     1,060,176              975,258
                                                                      ----------           ----------
                                                                       6,188,882            5,984,971
         Less accumulated depreciation                                 1,296,711            1,196,567
                                                                      ----------           ----------
                                                                      $4,892,171           $4,788,404
                                                                      ==========           ==========
</TABLE>

4.    NOTES PAYABLE

      Long-term debt at March 31, 1997 and 1996 consists of the following:

<TABLE>
<CAPTION>
                                                                                         MAR 31, 1997   DEC 31, 1996
                                                                                         ------------   ------------
<S>                                                                                        <C>           <C>
9.4% first mortgage note payable in monthly installments of $6,896,
   including interest, with final payment of $535,178 due April 2006 .................    $  731,716    $  735,155

7.6% second mortgage note payable due June 2016, payable in
   monthly installments of $5,369, including interest ................................       604,249       607,714
                                                                                          ----------    ----------

                                                                                           1,335,965     1,342,869

Less current portion .................................................................        29,120        28,510
                                                                                          ----------    ----------

                                                                                     $    1,306,845     $1,314,359
                                                                                          ==========    ==========
</TABLE>





                                       8
<PAGE>   9

                          BIOSOURCE INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.       SHARES USED IN THE EARNINGS PER SHARE COMPUTATIONS ARE AS FOLLOWS:

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                     ---------------------------
                                                     MAR 31, 1997   MAR 31, 1996
                                                     ------------   ------------
<S>                                                  <C>            <C>
Primary:
Weighted average number of common shares             8,341,042        5,857,470
Dilutive effect of stock options and warrants          728,958           99,815
                                                     ---------        ---------
Average common and common equivalent
  shares outstanding                                 9,070,000        5,957,285
                                                     =========        =========

Fully diluted:
Weighted average number of common shares             8,341,042        5,857,470
Dilutive effect of stock optios and warrants           729,166          110,939
                                                     ---------        ---------
Average common and common equivalent
  shares outstanding                                 9,070,208        5,968,409
                                                     =========        =========
</TABLE>


6.       FINANCIAL ACCOUNTING STANDARDS, NO. 128

         The Financial Accounting Standards Board recently issued Statements of
         Financial Accounting Standards No. 128, "Earnings Per Share," which is
         required to be adopted for financial statements issued for periods
         ending after December 15, 1997.  This statement establishes new,
         simplified standards for computing and presenting earnings per share.
         It replaces the traditional presentations of primary earnings per share
         and fully diluted earnings per share with presentations of basic
         earnings per share and diluted earnings per share, respectively. When
         adopted by the Company, basic earnings per share is expected to
         increase slightly from primary earnings per share and diluted earnings
         per share is expected to approximate fully diluted earnings per share.















                                        9



<PAGE>   10


           ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

        The following discussion and analysis should be read together with the
financial statements and the notes thereto included elsewhere herein.

OVERVIEW

        BioSource International, Inc. 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 and certain diseases such as cancer, arthritis 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 recombinant DNA technology to produce cytokines
and other proteins. Because the Company's products are currently sold only to
the research market, 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 International, Inc. (BioSource) maintains manufacturing,
laboratories and its executive offices in Camarillo, California. The Company
manufactures oligonucleotides at its laboratory facilities located in Menlo
Park, California.

        On June 5, 1996 BioSource acquired certain assets and assumed selected
liabilities of Medgenix Diagnostics, S.A. ("Medgenix"), located in Pleurus,
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 acquisition was
accounted for as a purchase of assets and assumption of certain liabilities
which were acquired by a wholly owned subsidiary of BioSource, BioSource Europe,
S.A. BioSource Europe is incorporated under Belgian law with subsidiaries in
France, Germany, Italy and the Netherlands.

RESULTS OF OPERATIONS

REVENUE.  Revenue for the quarter ended March 31, 1997 increased $2,929,883 or
116% to $5,448,440 from $2,518,557 when compared to the quarter ended March 31,
1996.   BioSource domestic revenue increased $594,983 or 24% to $3,113,540 when
compared to the quarter ended March 31, 1996.  BioSource Europe revenue totaled
$2,334,900 and was the primary factor in the increased revenue for the quarter
ended March 31, 1997 as in the quarter ended March 31, 1996 the Company did not
report any revenue from BioSource Europe.  The primary factor for the increase
in domestic revenue were sales of ELISA test kits which increased for the
quarter ended March 31, 1997 by 63% when compared to the quarter ended March 31,
1996.

GROSS MARGINS.  Gross margins as percentage of revenue, of  63.6% for the
quarter ended March 31, 1997 decreased 2.7% when compared to 66.3% for the
quarter ended March 31, 1996.  The primary factor for the decrease in gross
margins is from the lower margins recognized in Europe.  BioSource Europe
margins for the quarter ended March 31, 1997 were 50.8%.  Domestic gross margins
for BioSource for the quarter ended March 31, 1997 increased slightly to 67.0%
when compared to 66.3% for the quarter ended March 31, 1996. The Company
recognized lower margins in Europe as a result of higher costs associated with
the manufacturing of RIA (Radioimmunoassay) assays and higher labor and fixed
costs when compared to that of the United States.

RESEARCH AND DEVELOPMENT.  The Company's research and development expenses were
$524,230 for the quarter ended March 31, 1997, an increase of $280,211 or
115%, when compared to $244,019 for the quarter ended March 31, 1996.  The
increase in expenses is in large part due to the added expenses incurred  by
BioSource Europe by its Research and Development group which amounted to
$235,600 for the quarter ended March 31, 1997.  In addition, the Company
recognized additional expenses domestically due to the continued development of
new Elisa assays for the biotechnology research market.

SALES AND MARKETING.  Sales and marketing expenses were $1,056,590 for the
quarter ended March 31, 1997, an increase of  $733,148 or 227%, when compared to
$323,148 for the quarter ended March 31, 1996.  For the quarter ended March 31,
1997 the majority of the increase was due to the incremental expenses associated
with BioSource Europe which expenses did not exist for the quarter ended March
31, 1996.  BioSource Europe sales and marketing expenses for the quarter ended
March 31, 1997 were $598,300.  The domestic sales and marketing expenses for the
quarter ended March 31, 1997 were $458,080, an increase of  $134,638 or 41.6%,
when compared to $323,442 for the quarter ended March 31, 1996.  The increased
expenses were in the areas of sales and marketing staff and increased sales
promotion expenditures, which include advertising, catalog expenses, mailings
and trade show attendance.

GENERAL AND ADMINISTRATIVE.  General and administrative expenses were $864,367
for the quarter ended March 31, 1997, an increase of $490,827 or 131%, when
compared to $373,540 for the quarter ended March 31, 1996.  BioSource Europe
general and administrative expenses were $429,400 or 87.5% of the total increase
in general and administrative expenses for the quarter ended March 31, 1997.
Domestically, general and administrative for the quarter ended March 31, 1997
were $434,967, an increase of $61,427 or 16.4%, when compared to $373,540 for
the quarter ended March 31, 1996.  The increased expenditures were in the areas
of employee relocation costs, stockholder related expenditures and increased
accruals to the management incentive bonus plan for 1997.

INCOME BEFORE INCOME TAXES.  Income before income taxes increased to $1,313,750
for the quarter ended March 31, 1997, an increase of $523,809 or 66.3%, when
compared to $789,941 for the quarter ended March 31, 1996.  The majority of the
increase came from domestic operations in the amount of $1,157,490 for the
quarter ended March 31, 1997, an increase of $367,549 or 46.5%, when compared
to $789,941 for the quarter ended March 31, 1996.  This increase is reflective
of the continued increases in revenue of the Company's product lines both
domestically and internationally.    BioSource Europe recognized $156,260 in
income before taxes for the quarter ended March 31, 1997.





                                       10
<PAGE>   11

PROVISION FOR INCOME TAXES.  The provision for income taxes for the quarter
ended March 31, 1997 was provided at the effective rate of approximately 34.4%
of consolidated pretax earnings when compared to 34.2% for the quarter ended
March 31, 1996.  U.S. corporate taxes have been reduced to reflect tax benefits
of a foreign sales corporation, credits for increased research and development
expenditures and early disposition of ISO's (Incentive Stock Options) tax
deduction.

LIQUIDITY AND CAPITAL RESOURCES

         At March 31, 1997 cash and cash equivalents, short and long term
marketable securities were $14,567,280 compared to $14,935,478 at December 31,
1996.  Long term marketable securities at March 31, 1997 amounted to $2,667,669
all of which mature in 1998.  The Company invests its cash on hand in low risk
short term commercial paper and U.S. treasury strips.  The Company's policy is
to obtain the highest possible return and maintain liquidity in its investments
to provide working capital and to have the ability to react to future potential
long term investment opportunities in complimentary business, products or
technologies.

         The Company generated $19,808 of cash from its operating activities
for the three months ended March 31, 1997, a decrease of $108,403, when compared
to $128,211 for the three months ended March 31, 1996.  The minimal change in
cash flow generated from operations is the combination of positive earnings and
the negative impact of the stronger dollar at March 31, 1997 when compared to
December 31, 1996 on the current assets and liabilities of BioSource Europe.

         Capital expenditures for the three months ended March 31, 1997 amounted
to $397,679, a decrease of $1,174,111 when compared to $1,571,790 for the three
month ended March 31, 1996. Capital expenditures for the quarter ended March 31,
1996 were greater than normal due to the purchase of the Company's corporate
headquarters and manufacturing site located in Camarillo, California.  Capital
expenditures for the three months ended March 31, 1997 included laboratory and
computer equipment for both BioSource Europe and domestic operations.  The
Company also purchased a fully integrated manufacturing and accounting software
package for BioSource Europe which is currently being used for its domestic
operations.  Management believes this investment will improve reporting and
increase efficiencies in manufacturing, customer support and customer service.

         Management of the Company expects to be able to meet its future cash
and working capital requirements for operations and capital additions through
currently available funds and cash generated from operations.










                                       11



<PAGE>   12

                          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

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a)    Exhibits
        None

(b)    Reports on Form 8-K

None












                                       12


<PAGE>   13
                                   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
May  15, 1997                                Vice President and Chief
                                             Financial Officer



                                             James H. Chamberlain   
                                             ------------------------------
                                             James H. Chamberlain
May  15, 1997                                President and Chief
Executive Officer





                                       13

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<EXCHANGE-RATE>                                      1
<CASH>                                      10,230,031
<SECURITIES>                                 1,669,580
<RECEIVABLES>                                4,808,210
<ALLOWANCES>                                    49,000
<INVENTORY>                                  6,961,801
<CURRENT-ASSETS>                            25,205,452
<PP&E>                                       6,188,882
<DEPRECIATION>                               1,296,711
<TOTAL-ASSETS>                              33,841,700
<CURRENT-LIABILITIES>                        3,840,646
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,353
<OTHER-SE>                                  28,619,209
<TOTAL-LIABILITY-AND-EQUITY>                33,841,700
<SALES>                                      5,448,440
<TOTAL-REVENUES>                             5,448,440
<CGS>                                        1,985,138
<TOTAL-COSTS>                                1,985,138
<OTHER-EXPENSES>                             2,445,187
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              30,347
<INCOME-PRETAX>                              1,313,750
<INCOME-TAX>                                   451,595
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   862,155
<EPS-PRIMARY>                                      .10
<EPS-DILUTED>                                      .10
        

</TABLE>


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