-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SmwKfMls8odqKxKlFPNVskwJ5rtkZR1UlOjMLy7S6vIR+ZLtEM2v424jUK80pA9M OlA9cDq4rg81oBluveEx5g== 0000012208-05-000006.txt : 20050217 0000012208-05-000006.hdr.sgml : 20050217 20050217164703 ACCESSION NUMBER: 0000012208-05-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20050217 DATE AS OF CHANGE: 20050217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO RAD LABORATORIES INC CENTRAL INDEX KEY: 0000012208 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 941381833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07928 FILM NUMBER: 05624669 BUSINESS ADDRESS: STREET 1: 1000 ALFRED NOBEL DR CITY: HERCULES STATE: CA ZIP: 94547 BUSINESS PHONE: 5107247000 8-K 1 r8kq404.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: February 17, 2005 (Date of earliest event reported) BIO-RAD LABORATORIES, INC. ________________________________________________________________ (exact name of registrant as specified in its charter) Commission File: 1-7928 Delaware 94-1381833 ________________________________________________________________ (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 1000 Alfred Nobel Dr. Hercules, California 94547 ________________________________________________________________ (Address of Principal executive offices, including zip code) (510) 724-7000 ________________________________________________________________ (Registrant's telephone number, including area code) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The information in Item 2.02 of this Report, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 2.02 of Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K. On February 17, 2005, Bio-Rad Laboratories, Inc. announced its results of operations and financial condition as of and for the fourth quarter ended December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description 99.1 Press Release for fourth quarter financial results of Bio-Rad Laboratories, Inc., dated February 17,2005. This exhibit is being furnished pursuant to Item 2.02 of Form 8-K. 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 hereunto duly authorized. BIO-RAD LABORATORIES,INC. Date: February 17, 2005 By: /s/ Christine A. Tsingos Christine A. Tsingos Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press Release for fourth quarter financial results of Bio-Rad Laboratories, Inc., dated February 17, 2004. This exhibit is being furnished pursuant to Item 2.02 of Form 8-K. EX-99 2 exb991.htm FOR IMMEDIATE RELEASE







FOR IMMEDIATE RELEASE



Bio-Rad Laboratories Reports Fourth-Quarter and Full-Year Financial Results



HERCULES, CA – February 17, 2005 – Bio-Rad Laboratories, Inc. (AMEX: BIO and BIOb), a multinational manufacturer and distributor of life science research products and clinical diagnostics, announced financial results today for the fourth quarter ended December 31, 2004.  Fourth-quarter net sales from continuing operations were $307.9 million, up 19.3 percent compared to the $258.1 million reported for the same quarter of 2003.  On a currency-neutral basis, revenues were up 14.1 percent versus fourth-quarter 2003 results.  This growth was largely due to a combination of events including organic growth in Bio-Rad’s two main business segments and the addition of MJ GeneWorks products to the Company’s portfolio.  For the quarter, income from continuing operations was $17.1 million compared to $18.6 million in the fourth quarter of last year.


For the full year, overall Company sales from continuing operations grew by 11.3 percent to $1,090.0 million compared to $979.6 million in 2003.  Normalizing for the impact of currency effects, growth was 5.5 percent.  Year-over-year income from continuing operations fell by 14.2 percent to $66.3 million, or $2.58 per share, from $77.3 million, or $3.04 per share in 2003, due to the Company’s acquisition and integration of MJ GeneWorks which included more than $14 million of one-time costs, continued investment in R&D and infrastructure development projects, and additional expenses associated with Sarbanes-Oxley Act compliance.  Full-year gross margin from continuing operations was 56.0 percent, down slightly compared to 56.8 percent over the same period of 2003.


Fourth-Quarter Highlights

·

Overall net sales from continuing operations for the fourth quarter grew by 19.3 percent versus fourth-quarter 2003 results.

·

Fourth-quarter basic earnings from continuing operations were $0.66 per share, or $0.65 per share on a diluted basis, compared to $0.73 and $0.71, respectively, in the same period of last year.

·

Segment net sales for the quarter were 21.6 percent higher for the Life Science segment and 17.1 percent higher for the Clinical Diagnostics segment compared to their respective figures in 2003.

·

During the quarter, Bio-Rad sold $200 million aggregate principal amount of 6.125% Senior Subordinated Notes due 2014 in a private offering.


Life Science segment net sales for the quarter were $148.5 million, 21.6 percent higher than last year’s comparable period.  On a currency-neutral basis, segment sales grew by 16.4 percent.  Full-year reported sales from continuing operations were $504.7 million for the segment, up 10.6 percent over the previous year, or 4.8 percent on a currency-neutral basis.  Performance in this segment was boosted by the addition of acquired MJ GeneWorks products and by increased sales in several product areas including multiplex array technology and






amplification reagents.  During the quarter, the Life Science Group launched a number of products including the new ExperionTM Automated Electrophoresis System, a novel approach to RNA and protein analysis and separation that will revolutionize the way electrophoresis is performed.  The Life Science segment was negatively impacted by price erosion in the BSE (bovine spongiform encephalopathy or mad cow disease) product line, which was partially offset by a continued expansion in unit volume.


The Clinical Diagnostics segment reported net sales of $156.7 million for the quarter, up 17.1 percent compared to the fourth quarter of 2003, or 11.9 percent excluding currency effects.  Full-year segment sales from continuing operations were $576.4 million, a 12.0 percent increase compared to 2003 results, or 6.3 percent excluding currency effects.  These results are due in part to continued growth in the blood virus, diabetes monitoring and quality controls product lines.  During the quarter, the Company received marketing clearance from the U.S. Food and Drug Administration (FDA) for its new BioPlex™2200 system, a revolutionary new immunoassay platform that employs multiplexing technology to analyze for multiple disease states from single patient samples.  Bio-Rad also received approval from the FDA for its new Multispot HIV-1/HIV-2 Rapid Test, the only single-use assay to be approved by the FDA for the d etection and differentiation of HIV-1 and HIV-2 antibodies.  Also during the quarter, the Clinical Diagnostics Group won a major blood-bank tender in Russia, making Bio-Rad the largest supplier of HIV and hepatitis blood screening products in that country.


2004 Highlights

·

Full-year Company sales from continuing operations grew by 11.3 percent to $1,090.0 million.

·

Year-over-year income from continuing operations fell by 14.2 percent to $66.3 million from $77.3 million in 2003.

·

In March, the Company purchased the assets of Hematronix Inc. for approximately $17 million in cash.  This acquisition further enhances Bio-Rad’s leadership position in the quality-control management industry.

·

In August, the Company purchased MJ GeneWorks, Inc. and its subsidiaries, including MJ Research, Inc., for approximately $31 million in cash and the assumption of certain liabilities of those companies.  The acquisition significantly enhances Bio-Rad’s portfolio of gene expression products.


“2004 was as much a year of investment as it was of continued progress.  The year brought increased organic growth in our core businesses, expansion of our product lines through new product introductions and strategic acquisitions, infrastructure improvements and increased R&D,” said Norman Schwartz, President and Chief Executive Officer.  “These efforts give Bio-Rad a larger proprietary-technology base, improved operational systems and an increased presence in certain key markets, all of which help strengthen the foundation for future success.”


Management will discuss these results in a conference call at 2:00 p.m. PT (5:00 p.m. ET) February 17, 2005. Interested parties can access the call by dialing (800) 901-5217 (in the U.S.), or (617) 786-2964 (international), access number 43140553.  The live web cast can be accessed at http://www.bio-rad.com.  A replay of the call will be available at (888) 286-8010 (in the U.S.), or (617) 801-6888 (international), access number 58162472, for seven days following the call and the web cast can be accessed at http://www.bio-rad.com for 30 days.


Bio-Rad Laboratories, Inc. is a multinational manufacturer and distributor of life science research products and clinical diagnostics.  It is based in Hercules, California, and serves more than 70,000 research and industry customers worldwide through a network of more than 30 wholly owned subsidiary offices.


Various statements made within this press release may constitute “forward-looking statements” for purposes of the Securities and Exchange Commission’s “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of 1934.





The forward-looking statements contained herein involve risks and uncertainties that could cause results to differ materially from the Company’s expectations.


For more information contact:

Christine Tsingos, Vice President and Chief Financial Officer, or

Ron Hutton, Treasurer

Bio-Rad Laboratories, Inc.

Phone:  (510) 724-7000

E-mail:  investor_relations@bio-rad.com















































Bio-Rad Laboratories, Inc.

Fourth-Quarter and Full-Year 2004

Condensed Consolidated Statements of Income

 

(In thousands, except per share data)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

Three Months, Ended
December 31,

 

Twelve Months, Ended
December 31,

 

 

2004

 

2003

 

2004

 

2003

Net sales

 $307,868

 

 $258,098

 

 $1,090,012

 

 $979,631

Cost of goods sold

   139,533

 

   112,598

 

      479,939

 

   423,401

Gross profit

   168,335

 

   145,500

 

      610,073

 

   556,230

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense

   110,825

 

     87,037

 

      378,264

 

   317,524

Product research and development expense

     31,885

 

     25,648

 

      108,344

 

     91,273

Purchased in-process research and development expense

             -

 

             -

 

       14,620

 

             -

Interest expense

      5,255

 

      4,772

 

       20,219

 

     31,006

Foreign exchange losses

         774

 

      1,242

 

         2,394

 

      4,080

Other income, net

     (7,789)

 

     (1,001)

 

      (11,095)

 

     (3,012)

Income from continuing operations before taxes

     27,385

 

     27,802

 

       97,327

 

   115,359

Provision for income taxes

     10,274

 

      9,164

 

       31,035

 

     38,055

Income from continuing operations

     17,111

 

     18,638

 

       66,292

 

     77,304

Discontinued operations

 

 

 

 

 

 

 

 

Gain (loss) from discontinued operations, net of tax

             -

 

         553

 

        (1,487)

 

     (1,133)

 

Gain on divestiture, net of tax

             -

 

             -

 

         3,437

 

             -

 

Total discontinued operations

             -

 

         553

 

         1,950

 

     (1,133)

Net income

 $  17,111

 

 $  19,191

 

 $     68,242

 

 $  76,171

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

 

Continuing operations

 $     0.66

 

 $     0.73

 

 $        2.58

 

 $     3.04

 

Discontinued operations

             -

 

        0.02

 

           0.07

 

       (0.04)

 

Net income

 $     0.66

 

 $     0.75

 

 $        2.65

 

 $     3.00

 

 

 

 

 

 

 

 

 

 

Weighted average common shares

     25,819

 

     25,524

 

       25,724

 

     25,416

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

 

 

 

 

 

 

 

Continuing operations

 $     0.65

 

 $     0.71

 

 $        2.50

 

 $     2.94

 

Discontinued operations

             -

 

        0.02

 

           0.08

 

       (0.04)

 

Net income

 $     0.65

 

 $     0.73

 

 $        2.58

 

 $     2.90

 

 

 

 

 

 

 

 

 

 

Weighted average shares

     26,528

 

     26,405

 

       26,489

 

     26,310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certain items have been reclassified to conform to the current year presentation.







Bio-Rad Laboratories, Inc.

Summary Condensed Consolidated Balance Sheets

 

(In thousands, except per share data)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31,

 

At December 31,

 

 

 

2004

 

2003

Current Assets:

 

 

 

 

Cash and cash equivalents

 $              195,734

 

 $                65,395

 

Short-term investments

                 165,899

 

                   83,247

 

Accounts receivable, net

                 261,243

 

                 234,085

 

Inventories, net

                 205,512

 

                 190,258

 

Deferred tax assets

                   34,492

 

                   31,056

 

Prepaid expenses and other current assets

                   48,344

 

                   51,357

 

 

Total current assets

                 911,224

 

                 655,398

 

 

 

 

 

 

Property, plant and equipment, net

                 202,324

 

                 179,123

Goodwill, net

 

                 113,276

 

                   69,503

Purchased intangibles, net

                   58,638

 

                   12,251

Long-term tax assets

                   26,544

 

                   21,218

Other assets

 

                   79,996

 

                   55,103

 

 

Total assets

 $           1,392,002

 

 $              992,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

Notes payable and current maturities of long-term debt

 $                  9,457

 

 $                10,423

 

Accounts payable

                   71,194

 

                   53,995

 

Accrued payroll and employee benefits

                   79,061

 

                   71,650

 

Sales, income and other taxes payable

                   15,835

 

                   20,833

 

Litigation accrual

                   50,000

 

                           -

 

Accrued royalties

                   39,317

 

                   34,168

 

Other current liabilities

                   50,511

 

                   48,183

 

 

Total current liabilities

                 315,375

 

                 239,252

 

 

 

 

 

 

Long-term debt, net of current maturities

                 425,979

 

                 225,835

Deferred tax liabilities

                   24,772

 

                   14,803

Other long-term liabilities

                   28,988

 

                   16,899

Stockholder's equity

                 596,888

 

                 495,807

 

 

Total liabilities and stockholder's equity

 $           1,392,002

 

 $              992,596

 

 

 

 

 

 

 

 

 

 

 

 

Certain items have been reclassified to conform to the current year presentation.








Bio-Rad Laboratories, Inc.

Summary Condensed Consolidated Statement of Cash Flows

 

(In thousands, except per share data)

(UNAUDITED)

 

 

 

 

 

 

 

 

 

Twelve Months Ended

 

 

 

2004

 

2003

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

Cash received from customers

 $    1,081,645

 

 $   996,384

 

Cash paid to suppliers and employees

         (912,286)

 

     (800,633)

 

Interest paid

           (19,543)

 

       (17,088)

 

Income tax payments

           (33,637)

 

       (51,280)

 

Miscellaneous receipts

               8,933

 

           1,928

 

Discontinued operations

             (2,019)

 

         (1,671)

 

Net cash provided by operating activities

          123,093

 

      127,640

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Capital expenditures, net

           (60,493)

 

       (69,003)

 

Other investing activities

         (125,825)

 

     (121,238)

 

Net cash used in investing activities

         (186,318)

 

     (190,241)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Long-term borrowings

          200,000

 

      249,335

 

Payments on long-term debt

             (1,781)

 

     (132,012)

 

Other financing activities

             (4,992)

 

         (9,154)

 

Net cash provided by financing activities

          193,227

 

      108,169

 

 

 

 

 

 

Effect of exchange rate changes on cash

                  337

 

         (7,906)

 

 

 

 

 

 

Net increase in cash and cash equivalents

          130,339

 

         37,662

Cash and cash equivalents at beginning of period

             65,395

 

         27,733

Cash and cash equivalents at end of period

 $       195,734

 

 $     65,395

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of income from continuing operations to net cash provided by operating activities:

 

 

 

 

 

 

Income from continuing operations

 $         66,292

 

 $     77,304

Adjustments to reconcile net income to net cash provided by
operating activities (net of effects of acquisitions):

 

 

 

 

Depreciation and amortization

             56,143

 

         42,009

 

Changes in working capital and other

               2,145

 

           9,460

 

Discontinued operations

             (1,487)

 

         (1,133)

Net cash provided by operating activities

 $       123,093

 

 $   127,640

 

 

 

 

 

 

 

 

 

 

 

 

Certain items have been reclassified to conform to the current year presentation.





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