-----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, LQee/RFJVxklsgn2aOyhxcpzTlsN3CIUO1re3D/j1Bmv3df4lAScFF4g2clhFejz yA5Kjlm5QVM/tmpLz+fdng== 0000012208-05-000033.txt : 20051103 0000012208-05-000033.hdr.sgml : 20051103 20051103163916 ACCESSION NUMBER: 0000012208-05-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050930 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 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: 051177433 BUSINESS ADDRESS: STREET 1: 1000 ALFRED NOBEL DR CITY: HERCULES STATE: CA ZIP: 94547 BUSINESS PHONE: 5107247000 8-K 1 f8k93005.htm Bio-Rad Laboratories, Inc

UNITED STATES

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: September 30, 2005

(Date of earliest event reported)


 

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)


Commission file number 1-7928


Delaware

 

94-1381833

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

   

1000 Alfred Nobel Drive, Hercules, California

 

94547

(Address of principal executive offices)

 

(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 the 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 incorporate 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 November 3, 2005, Bio-Rad Laboratories, Inc. announced its results of operations and financial condition as of and for the third quarter ended September 30, 2005.  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 second quarter financial results of

  

Bio-Rad Laboratories, Inc., dated November 3, 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:  November  3, 2005

/s/ Christine A. Tsingos

 

Christine A. Tsingos,

 

Chief Financial Officer




EXHIBIT INDEX



Exhibit

  

Number

 

Description

99.1

 

Press Release for second quarter financial results of

  

Bio-Rad Laboratories, Inc., dated November 3, 2005.  This exhibit is

  

being furnished pursuant to Item 2.02 of Form 8-K




EX-99.1 CHARTER 2 ex991.htm Exhibit 99

Exhibit 99.1

FOR IMMEDIATE RELEASE


Bio-Rad Reports Third-Quarter Financial Results


HERCULES, CA – November 3, 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 third quarter ended September 30, 2005.  Third-quarter net sales from continuing operations were $283.2 million, up 9.4 percent compared to the $258.8 million reported for the third quarter of 2004.  On a currency-neutral basis, sales were up by 8.4 percent for the period.  This growth was driven by strong sales in the areas of protein expression analysis, process chromatography, diabetes monitoring, blood virus screening, and quality control products.  Third-quarter income from continuing operations was $16.2 million, or $0.62 per share, up 157.9 percent from the same period last year.  Third-quarter 2004 earnings were affected, however, by $13. 7 million, or $9.5 million net of taxes, of one-time purchased in-process R&D costs.  Excluding the one-time charges from the comparison, year-over-year earnings increased about 3 percent.


Year-to-date revenues from continuing operations grew by 11.7 percent to $873.7 million as compared to the same period last year.  Normalizing for the impact of currency effects, growth was 9.0 percent.  Income from continuing operations increased by 30.4 percent to $64.1 million, or $2.47 per share, compared to $49.2 million, or $1.91 per share, for the first nine months of 2004.  Year-to-date gross margin was 55.4 percent compared to 56.5 percent in the same period last year.


Third-Quarter Highlights

-

Overall net sales for the quarter grew by 9.4 percent to $283.2 million compared to $258.8 million reported in the third quarter of 2004.  On a currency-neutral basis, revenues were up 8.4 percent versus third-quarter 2004 results.

-

Basic earnings from continuing operations were $0.62 per share, or $0.61 per share on a diluted basis, compared to both basic and diluted earnings per share of $0.24 in the same period of 2004.

-

Life Science segment net sales for the quarter were $132.1 million, up 9.5 percent over the same period last year, which includes a 0.8 percent increase due to currency effects.  Sales growth in the third quarter was the result of a combination of factors including increased sales of process chromatography products as well as of products such as the Bio-Plex® platform (and associated protein expression analysis reagents) and the ExperionTM automated electrophoresis system, both of which are gaining market acceptance.  The Life Science segment also introduced the BioOdysseyTM CalligrapherTM miniarrayer, which brings microarray chip writing performance to individual researchers.  Segment growth was somewhat tempered, however, by erosion in the average selling price of BSE tests and competition in the real-time PCR instrumentation business.

-

Clinical Diagnostics segment net sales for the quarter were $148.3 million, an increase of 8.7 percent compared to the $136.4 million reported in the third quarter of 2004.  Normalizing for the impact of currency effects, sales growth for the segment was 7.5 percent.  Strong sales of blood virus screening products in the U.S. transfusion sector, increased blood typing sales in Europe, and expanding


worldwide demand for the Company’s quality control products were the primary contributors to increased quarterly net sales.  Other gains in the Clinical Diagnostics segment include increased sales of newborn screening products in Northern Europe and strong demand for the Company’s diabetes monitoring, and HIV and Hepatitis testing products in the U.S. and Asia Pacific.

-

On August 30th, the Federal District Court in Connecticut granted a permanent injunction in our ongoing litigation with Applera and Roche.  Among other things, the injunction prevents us from selling the MJ Research line of thermal cycling products that we acquired in August 2004 in the United States.  However, the Company believes that a settlement agreement with Applera and Roche had been reached and the Company has made motions to the court asking that the settlement agreement be enforced and requesting a stay of the injunction during an appeal.  Although the timing and outcome of these motions are uncertain at this time, if the injunction continues in place throughout the fourth quarter, our Life Science business could be negatively impacted with sales being reduced by as much as $10 to 15 million and pre-tax operating profit reduced by $8 to 10 million versus prior expectations.

-

Also during the fourth quarter, we anticipate recording a gain on the sale of our shares in Instrumentation Laboratory S.p.A. and BioSource International of approximately $10 to 11 million.


“Overall, we are pleased with the Company’s performance during the third quarter, in spite of ongoing litigation we acquired as part of our acquisition of MJ Research last fall.  We continue to be optimistic about resolving these matters in due course,” said President and Chief Executive Officer Norman Schwartz.


Management will discuss these results in a conference call scheduled for 2:00 p.m. PT (5:00 p.m. ET) today, November 3, 2005. Interested parties can access the call by dialing 800-706-7748 (in the U.S.), or 617-614-3473 (international), access number 85706260. 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 28916822 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. (www.bio-rad.com) is a multinational manufacturer and distributor of life science research products and clinical diagnostics. It is based in Hercules, California, and serves thousands of 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, 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.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

    
 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

2005

 

2004

 

2005

 

2004

        

Net sales

$ 283,225 

 

$ 258,849 

 

$ 873,698 

 

$ 782,144 

Cost of good sold

126,413 

 

116,036 

 

389,837 

 

340,406 

Gross profit

156,812 

 

142,813 

 

483,861 

 

441,738 

        

Selling, general and administrative expense

102,738 

 

90,183 

 

306,458 

 

267,439 

Product research and development expense

28,673 

 

26,581 

 

83,995 

 

76,459 

Purchased in-process research and development expense

-- 

 

13,720 

 

-- 

 

14,620 

Interest expense

8,210 

 

4,995 

 

24,371 

 

14,964 

Foreign exchange (gains) losses, net

(97)

 

873 

 

(1,296)

 

1,620 

Other (income) expense, net

(3,506)

 

(2,656)

 

(14,033)

 

(3,306)

Income from continuing operations before taxes

20,794 

 

9,117 

 

84,366 

 

69,942 

Provision for income taxes

4,575 

 

2,827 

 

20,239 

 

20,761 

Income from continuing operations

16,219 

 

6,290 

 

64,127 

 

49,181 

Discontinued operations

       

Discontinued operations (net of tax)

-- 

 

-- 

 

-- 

 

(1,487)

Gain on divestiture (net of tax)

-- 

 

-- 

 

3,974

 

3,437 

Total discontinued operations

-- 

 

-- 

 

3,974

 

1,950 

Net income

$  16,219 

 

$  6,290 

 

$  68,101 

 

$  51,131 

        

Basic earnings per share:

       

Continuing operations

$ 0.62

 

$ 0.24

 

$ 2.47

 

$ 1.91 

Discontinued operations

--

 

--

 

0.15

 

0.08 

Net income

$ 0.62

 

$ 0.24

 

$ 2.62

 

$ 1.99 

        

Weighted average common shares

26,115 

 

25,753 

 

26,015 

 

25,692 

        

Diluted earnings per share:

       

Continuing operations

$ 0.61 

 

$ 0.24 

 

$ 2.41 

 

$ 1.86 

Discontinued operations

-- 

 

-- 

 

0.15 

 

0.07 

Net income

$ 0.61 

 

$ 0.24 

 

$ 2.56 

 

$ 1.93 

        

Weighted average common shares

26,695 

 

26,471 

 

26,620 

 

26,472 

        
        
 




BIO-RAD LABORATORIES, INC

Condensed Consolidated Balance Sheets

(In thousands)

 (Unaudited)

     
  

September 30,

2005

 

December 31, 2004

     

Current Assets:

    

Cash and cash equivalents

 

$      243,980 

 

$   195,734 

Restricted cash

 

35,828 

 

-- 

Short-term investments

 

114,522 

 

165,899 

Accounts receivable, net

 

244,466 

 

261,243 

Inventories, net

 

223,146 

 

205,512 

Prepaid expenses, taxes and other current assets

 

90,701 

 

80,072 

Total current assets

 

952,643 

 

908,460 

     

Net property, plant and equipment

 

182,045 

 

202,324 

Goodwill

 

113,276 

 

113,276 

Purchased intangibles, net

 

50,709 

 

58,638 

Other assets

 

127,318 

 

109,304 

Total assets

 

$  1,425,991 

 

$ 1,392,002 

     

Current liabilities:

    

Notes payable and current maturities of long-term debt

 

$       8,985 

 

$        9,457 

Accounts payable

 

68,076 

 

71,194 

Accrued payroll and employee benefits

 

70,924 

 

79,061 

Sales, income and other taxes payable

 

13,032 

 

15,835 

Other current liabilities

 

138,216 

 

139,828 

Total current liabilities

 

299,233 

 

315,375 

     

Long-term debt, net of current maturities

 

425,812 

 

425,979 

Deferred tax liabilities

 

31,287 

 

24,772 

Other long-term liabilities

 

20,702 

 

28,988 

Stockholders’ equity

 

648,957 

 

596,888 

Total liabilities and stockholders’ equity

 

$ 1,425,991

 

$ 1,392,002 

     

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





BIO-RAD LABORATORIES, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

    
 

Nine Months Ended

 

September 30,

 

2005

 

2004

Cash flows from operating activities:

   

Cash received from customers

$      865,235 

 

$     796,395 

Cash paid to suppliers and employees

(762,788)

 

(677,032)

Interest paid

(24,489)

 

(18,922)

Income tax payments

(30,085)

 

(32,074)

Miscellaneous receipts

12,345 

 

5,715 

Discontinued operations

(1,327)

 

(2,019)

Net cash provided by operating activities

58,891 

 

72,063 

    

Cash flows from investing activities:

   

Capital expenditures, net

(26,297)

 

(41,627)

Other investing activities

12,002 

 

(23,595)

Net cash used in investing activities

(14,295)

 

(65,222)

    

Cash flows from financing activities:

   

Payments on long-term debt

(273)

 

(1,675)

Other financing activities

4,776 

 

(4,830)

Net cash provided by (used in) financing activities

4,503 

 

(6,505)

    

Effect of exchange rate changes on cash

(853)

 

783 

    

Net increase in cash and cash equivalents

48,246 

 

1,119 

Cash and cash equivalents at beginning of period

195,734 

 

65,395 

Cash and cash equivalents at end of period

$      243,980 

 

$       66,514 

    

Reconciliation of income from continuing operations

to net cash provided by operating activities:

   
    

Income from continuing operations

$        64,127 

 

$       49,181 

Adjustments to reconcile income from continuing operations to net cash

   

provided by operating activities (net of effects of acquisitions):

   

Depreciation and amortization

44,581 

 

36,731 

Changes in working capital

(37,674)

 

(21,142)

Other

(12,143)

 

7,293 

Net cash provided by operating activities

$        58,891 

 

$       72,063 

    

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

  





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