SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-21930
NOTIFICATION OF LATE FILING
(Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: DECEMBER 31, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify Item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant BIOSOURCE INTERNATIONAL, INC.
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER)
820 FLYNN ROAD
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City, State and Zip Code CAMARILLO, CALIFORNIA 93012
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PART II. RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ X ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
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[ X ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-QSB,
or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
On December 9, 1998, BioSource International acquired all of the stock of
Quality Controlled Biochemicals, Inc. On December 15, 1998, BioSource
International acquired the assets of BioFluids, Inc. BioSource is unable,
without unreasonable effort and expense, to file timely its Annual Report on
Form 10-K for the year ended December 31, 1998 as it has been unable to complete
the compilation of the requisite financial data to complete purchase price
allocations with respect to the acquisitions.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
BILL HENDRY 805 987-0086
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(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under Sections 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
BIOSOURCE INTERNATIONAL, INC.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date MARCH 29, 1999 By /S/ LARRY A. MAY
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Name: Larry A. May
Title: Chief Financial Officer
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Part IV. Item 3.
The results for the year ended December 31, 1998 are significantly impacted by
the factors described in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 and the attached press release issued on March
29, 1999.
FOR IMMEDIATE RELEASE
MARCH 29, 1999
CONTACTS:
Larry A. May
BioSource International, Inc.
805-987-0086
[email protected]
Aspasia Alexander
BioSource International, Inc.
805-987-0086
[email protected]
BIOSOURCE INTERNATIONAL, INC. ANNOUNCES 4TH QUARTER SALES OF $5.5 MILLION
AND 4TH QUARTER AND YEAR-END OPERATING RESULTS
CAMARILLO, CALIF. - MARCH 29, 1999
OPERATING RESULTS
BioSource International, Inc. (Nasdaq: BIOI) today announced its operating
results for the fourth quarter of fiscal 1998 ended December 31, 1998. Net
revenues for the quarter were $5.5 million, compared to $4.9 million reported
for the same period in 1997. The Company reported a net loss of $4.1 million, or
$(.57) per share, versus net income of $696,000, or $.08 per share for the same
quarter last year.
For the year ended December 31, 1998, BioSource reported net revenues of $21.9
million, compared to $20.6 million for the year December 31, 1997. The net loss
for the year was $5.1 million, or $(.68) per share, compared to net income of
$3.2 million, or $.36 per share, reported for the year ended December 31, 1997.
The Company attributed the increase in net revenues during the fourth quarter to
increased sales in the US and Europe. Sales in Japan fell significantly during
the quarter due to overall economic conditions in the area, but this decrease
was offset primarily by sales from Quality Controlled Biochemicals (QCB) and
Biofluids, whose acquisitions were completed late in the quarter.
The increase in expenses and net loss for the quarter was primarily attributable
to non-recurring charges associated with the acquisition of QCB and Purchased
In-process Technology related to products under development at the date of
acquisition, the restructuring of certain European operations and an increase in
European inventory reserves.
"While the non-recurring charges we took associated with acquisitions, European
restructuring and non-cash inventory reserves had an adverse impact on what
would otherwise have been a profitable year, we believe they were sound
decisions for the company's future," said James H. Chamberlain, President and
Chief Executive Officer of BioSource. "We are already beginning to see that
value as we integrate QCB
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and Biofluids into our overall product line, R&D capabilities and distribution
system. Moreover, the full value of QCB lies in its robust pipeline of products
that are still in development."
ACQUISITIONS
During the quarter, BioSource completed the acquisition of QCB, a leading
supplier of phosphopeptides, phosphorylation state-specific antibodies, custom
peptides and antibodies. QCB's product line includes proprietary assay kits,
antibodies and bioactive peptides focused on signal transduction, apoptosis and
Alzheimer's disease research. More than 150 of these products are currently for
sale and more than 100 products are currently under development. BioSource
recorded a non-recurring Purchased In-Process Technology charge of $4.2 million
during the fourth quarter related to the acquisition of QCB. During 1999,
approximately 6 new signal transduction reagents have already been released.
Also during the quarter, BioSource completed the acquisition of Biofluids, a
regional supplier of high quality serum, media and buffers in the Northeast.
Biofluids is also a leading supplier to government research institutions.
OTHER QUARTERLY HIGHLIGHTS
o BioSource released twenty-two products during the fourth quarter for the
study of apoptosis (programmed cell death) and the cell cycle (cell
division). Apoptosis and cell cycle reagents are utilized in many research
fields including, but not limited to, immunology, embryology, aging, AIDS,
neurology and cancer.
o Twenty-two new ELISA kits, antibodies and proteins were introduced for
BioSource's cytokine product line and 31 reagents for Flow cytometry
applications. In total, 75 new products were added to the Biosource catalog
in the fourth quarter.
BioSource International, Inc. is engaged in the 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.
This news release may contain forward looking statements that involve risks and
uncertainties including risks described from time to time in reports filed by
BioSource International, Inc. with the Securities and Exchange Commission,
including its most recently filed Annual Report on Form 10-K.
BioSource International, Inc.'s management team will host a conference call to
discuss the results at 2:00 p.m. (Pacific Time)/5:00 p.m. (Eastern Time) on
March 29, 1999. Interested parties may call the following number (619) 707-8006
a few minutes before the call to allow for adequate hook-up time. The call will
last approximately 45 minutes. Q&A's will be allowed towards the end of the
call.
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BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
COMPARATIVE BALANCE SHEET
(Amounts in thousands)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1998 1997
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ASSETS
<S> <C> <C>
Current Assets
Cash & cash equivalents ................................. $ 7,076.9 $ 9,477.5
Short-term investments .................................. -- 4,968.7
Accounts receivable, less allowance for doubtful accounts
of $301.0 in 1998 and $203.0 in 1997 .................... 4,381.0 3,459.5
Inventories, net ........................................ 4,970.6 7,883.4
Prepaid expenses and other current assets ............... 726.2 1,599.3
Deferred income taxes ................................... 1,123.4 248.0
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Total current assets ............................... 18,278.1 27,636.4
Property and equipment, net ................................. 5,513.6 4,560.1
Other assets, including intangibles ......................... 15,769.2 737.6
Deferred income taxes ....................................... 1,839.2 223.0
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$ 41,400.1 $ 33,157.1
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ........................................ $ 1,643.0 $ 1,446.4
Accrued expenses ........................................ 4,144.0 1,472.7
Current Portion of Long term debt ....................... 3,024.2 34.5
Deferred income ......................................... 625.9 --
Income tax payable ...................................... 601.7 252.8
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Total current liabilities .......................... 10,038.8 3,206.4
Long term Debt, less current portion ........................ 13,665.6 1,292.4
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Total liabilities .................................. 23,704.4 4,498.8
Stockholders' equity:
Common stock, $.001 par value. Authorized 20,000.0
shares: issued and outstanding 7,178.9 shares at
December 31, 1998 and 8,431.0 shares at December 31, 1997 7.2 8.4
Additional paid-in capital .................................. 29,241.0 29,048.9
Treasury stock at cost, 1,279.5 shares at December 31,1998
and 283.3 shares at December 31, 1997 ................... (8,054.2) (1,744.4)
Retained earnings (accumulated deficit) ..................... (2,629.3) 2,506.5
Accumulated other comprehensive income ...................... (869.0) (1,161.1)
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Total stockholders' equity ......................... 17,695.7 28,658.3
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$ 41,400.1 $ 33,157.1
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BIOSOURCE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED TWELVE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Net sales ............................ $ 5,519.6 $ 4,896.5 $ 21,858.6 $ 20,571.8
Cost of sales ........................ 2,766.3 1,290.4 13,188.6 6,930.1
--------- --------- ---------- ----------
Gross profit 2,753.3 3,606.1 8,670.0 13,641.7
Operating expenses:
Research and development ........ 728.6 551.9 2,648.3 2,077.7
Sales and marketing ............. 1,379.8 1,026.1 4,337.5 4,043.0
General and administrative ...... 1,501.7 988.8 4,468.9 3,582.7
Amortization of Intangible Assets 95.1 -- 95.1 --
Purchased In-process Technology . 4,222.0 -- 4,222.0 --
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Total operating expenses ........ 7,927.2 2,566.8 15,771.8 9,703.4
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Operating income (loss) .............. (5,173.9) 1,039.3 (7,101.8) 3,938.3
Interest income ...................... 91.4 513.4 --
Interest expense ..................... (126.1) (215.9) --
Other income, net .................... 21.6 43.0 133.9 708.1
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Income before income taxes ........... (5,187.0) 1,082.3 (6,670.4) 4,646.4
Provision for (benefit from) income
taxes .............................. (1,094.6) 385.9 (1,534.6) 1,460.0
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Net income (loss) .................... $(4,092.4) $ 696.4 $ (5,135.8) $ 3,186.4
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Net income (loss) per share:
Basic ........................... $ (0.57) $ 0.08 $ (0.68)$ 0.38
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Diluted ......................... $ (0.57) $ 0.08 $ (0.68)$ 0.36
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Shares used to compute net income
per share:
Basic ........................... 7,178.7 8,282.9 7,508.8 8,318.0
Diluted ......................... 7,178.7 8,859.6 7,508.8 8,965.2
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