-----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, VjIrGtilOwxKZKqCfNXxPalojQFL/cX54TNGsidkIr/DXOB+QoIzLXqi5b+ocYE8 CVvJS5KtTq77jj3AMtcBsQ== 0000012208-07-000011.txt : 20070301 0000012208-07-000011.hdr.sgml : 20070301 20070228204843 ACCESSION NUMBER: 0000012208-07-000011 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070228 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: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07928 FILM NUMBER: 07660171 BUSINESS ADDRESS: STREET 1: 1000 ALFRED NOBEL DR CITY: HERCULES STATE: CA ZIP: 94547 BUSINESS PHONE: 5107247000 10-K 1 f10k123106.htm SECURITIES AND EXCHANGE COMMISSION




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

    X

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934


For the year ended December 31, 2006

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

 

SECURITIES EXCHANGE ACT OF 1934

 For the transition period from

 

to

 

Commission file number 1-7928

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

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)

Registrant's telephone number, including area code

(510) 724-7000 

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class


Name of Each Exchange

on Which Registered

 

 

Class A Common Stock Par Value $0.0001 per share

American Stock Exchange

 

 

Class B Common Stock Par Value $0.0001 per share

American Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act:  NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

[ X ]    Yes

[    ]    No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

[    ]     Yes

[ X ]   No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required

to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ]    Yes

[    ]    No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,

to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or

any amendment to this Form 10-K.  [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See

definitions of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer    [  X  ]

Accelerated filer   [    ]

Non-accelerated filer      [    ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

 

[    ]     Yes

[ X ]   No

 

As of June 30, 2006, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the

Registrant’s Class A Common Stock held by non-affiliates was approximately $1,155,928,919 and the aggregate market value of the registrant’s

Class B Common Stock held by non-affiliates was approximately $33,232,753.

 

As of February 15, 2007, there were 21,621,342 shares of Class A Common Stock and 4,992,970 shares of Class B Common Stock outstanding.

 

Documents Incorporated by Reference

 

Document

Form 10-K Parts 

(1)

Annual Report to Stockholders for the fiscal year

 

 

ended December 31, 2006 (specified portions)

I, II, IV

 

 

 

(2)

Definitive Proxy Statement to be mailed to stockholders

 

 

in connection with the registrant's 2007 Annual Meeting

 

 

of Stockholders (specified portions)

III








P A R T I


ITEM 1.

BUSINESS


General


Founded in 1952 and incorporated in 1957, Bio-Rad Laboratories, Inc. (referred to in this report as “Bio-Rad,” “we,” “us,” and “our”) was initially engaged in the development and produc­tion of specialty chemicals used in biochemical, pharmaceutical and other life science research applications.  In 1967, Bio-Rad entered the field of clinical diagnostics with the development of its first test kit based on separation techniques and materials developed for life science research.  Bio-Rad expanded into the field of analytical and measuring instrument systems through internal research and development efforts and acquisitions in the late 1970's and 1980's.  In 1999, Bio-Rad acquired the stock of Pasteur Sanofi Diagnostics and the rights to certain ancillary assets.  This strengthened our position in the HIV and infectious disease diagnostic product market.  In 2000 and 2004, Bio-Rad divested its semiconductor, optoelectronic metrology and confocal microscopy product lines.


As Bio-Rad broadened its product lines, it also expanded its geographical market. Bio-Rad has distribution channels in over thirty countries outside the United States through subsidiaries whose primary focus is customer service and product distribution.


Bio-Rad manufactures and supplies the life science research, healthcare, analytical chemistry and other markets with a broad range of products and systems used to separate complex chemical and biological materials and to identify, analyze and purify their components.


Description of Business


Business Segments


Today, Bio-Rad operates in two industry segments designated as Life Science and Clinical Diagnostics.  Each operates in both the United States and international markets.  For a description of business and financial information on industry and geographic segments, see Note 15 on pages 28 through 31 of Exhibit 13.1, which is incorporated herein by reference.


Life Science Segment


Life science is the study of the characteristics, behavior, and structure of living organisms and their component systems.  Life science researchers use a variety of products and systems-- including reagents, instruments, software and apparatus-- to advance the study of life processes, drug discovery, biotechnology and food pathogen testing, primarily within a laboratory setting.


We focus on selected segments of the life science market which we estimate to be approximately $4 billion.  The primary technological applications that we supply to these segments consist of electrophoresis, image analysis, molecular detection, chromatography, gene transfer, sample preparation and amplification. The primary end-users in our sectors of the market are universities and medical schools, industrial research organizations, government agencies, pharmaceutical manufacturers, biotechnology researchers and food testing laboratories.



2



Clinical Diagnostics Segment


The clinical diagnostics market encompasses a broad array of technologies incorporated into a variety of tests used to detect, identify and quantify substances in blood or other body fluids and tissues.  The test results are used as aids for medical diagnosis, detection, evaluation, monitoring and treatment of diseases and other medical conditions in humans.  The bulk of tests are performed in vitro (“outside the body”), while the remainder consist of in vivo (“in the body”) tests.  The most common type of in vitro tests are routine chemistry tests that measure important health parameters, such as glucose, cholesterol or sodium, as part of routine blood checks.  Other diagnostic tests are more specialized and require more sophisticated equipment and materials than do routine tests.  These specialized tests are typically lower-volume and higher-priced than routine tests.  We estimate the global clinical diagnostics market in which we participate to be approximately $10 billion.


The primary end-users of clinical diagnostics are hospital laboratories, reference laboratories, physician office laboratories, government agencies and other diagnostics manufacturers.


Raw Materials and Components


We utilize a wide variety of chemicals, biological materials, electronic components, machined metal parts, optical parts, minicomputers and peripheral devices.  Most of these materials and components are available from numerous sources and we have not experienced difficulty in securing adequate supplies.


Patents and Trademarks


We own numerous U.S. and international patents and patent licenses.  We believe, however, that our ability to develop and manufacture our products depends primarily on our knowledge, technology and special skills.  We pay royalties on the sales of certain products under several patent license agreements.  We view these patents and license agreements as valuable assets.


Seasonal Operations and Backlog


Our business is not inherently seasonal, however, the European custom of concentrating vacation during the summer months usually tempers third quarter sales volume and operating income.


For the most part, we operate in markets characterized by short lead times and the absence of significant backlogs.  Management has concluded that backlog information is not material to our business as a whole.


Sales and Marketing


Each of Bio-Rad's segments maintains a sales force to sell its products on a direct basis.  Each sales force is technically trained in the disciplines associated with its products.  Sales are also generated through direct mail advertising, exhibits at trade shows and technical meetings, telemarketing, e-commerce and by extensive advertising in technical and trade publications.  Sales and marketing efforts are augmented by technical service departments that assist customers in effective product utilization and in new product applications.  Bio-Rad also produces and distributes technical literature and holds seminars for customers on the use of its products.


Our customer base is broad and diversified.  In 2006, no single customer accounted for more than 2% of our total net sales.  Our sales are affected by certain external factors.  For example, a number of our customers, particularly in the Life Science segment, are substantially dependent on government grants and research contracts for their funding.  A significant reduction of government funding would have a detrimental effect on the results of this segment.



3



Most of our international sales are generated by wholly-owned subsidiaries and their branch offices.  Certain of these subsidiaries also have manufacturing facilities.  While Bio-Rad's international operations are subject to certain risks common to foreign operations in general, such as changes in governmental regulations, import restrictions and foreign exchange fluctuations, our international operations are principally in developed nations, which we regard as presenting no significantly greater risks to its operations than are present in the United States.


Competition


Most markets served by our product groups are competitive.  Our competitors range in size from start-ups to large multinational corporations.  Reliable independent information on sales and market share of products produced by our competitors is not generally available.  We believe, however, based on our own marketing information, that while some competitors are dominant with respect to certain individual products, no one company, including us, is dominant with respect to a material portion of any segment of our business.


Because of the breadth of its product lines, the Life Science segment does not face the same competitors for all of its products.  Competitors in this market include GE Biosciences, Invitrogen, Qiagen, and Applied BioSystems (Applera).  We compete primarily based on meeting performance specifications.


Competitors in the Clinical Diagnostics segment range in size from small private companies to large multinational corporations.  We compete mainly in specific market niches and do not attempt to pursue the most competitive general diagnostics markets.  We compete based on our technological ability to provide customers with very specific tests and believe we are usually a significant competitor within our market niche.  Competitors include Abbott Laboratories, bioMérieux, OCD, Roche Diagnostics, Tosoh, Inova, diaSorin and Thermo Fisher Scientific.


Product Research and Development


We conduct extensive product research and development activities in all areas of our business, employing approximately 750 people worldwide in these activities.  Research and development have played a major role in Bio-Rad's growth and are expected to continue to do so in the future.  Our research teams are continuously developing new products and new applications for existing products.  In our development and testing of new products and applications, we consult with scientific and medical professionals at universities, hospitals and medical schools, and in industry.  Excluding in-process research and development, we spent approximately $123.4 million, $115.1 million and $108.3 million on research and development activities during the years ended December 31, 2006, 2005 and 2004 respectively.


Regulatory Matters


The manufacturing, marketing and labeling of certain of our products (primarily diagnostic products) are subject to regulation in the United States by the Center for Devices and Radiological Health of the United States Food and Drug Administration (FDA) and in other jurisdictions by state and foreign government authorities.  FDA regulations require that some new products have pre-marketing approval by the FDA and require certain products to be manufactured in accordance with “good manufacturing practices,” to be extensively tested and to be properly labeled to disclose test results and performance claims and limitations.


As a multinational manufacturer and distributor of sophisticated instrumentation equipment, we must meet a wide array of electromagnetic compatibility and safety compliance requirements to satisfy regulations in the United States, the European Community and other jurisdictions.  These requirements relating to testing and trials, product licensing, pricing and reimbursement vary widely among countries.



4



Our operations are subject to federal, state, local and foreign environmental laws and regulations that govern such activities as transportation of goods, emissions to air and discharges to water, as well as handling and disposal practices for solid, hazardous and medical wastes.  In addition to environmental laws that regulate our operations, we are also subject to environmental laws and regulations that create liabilities and clean-up responsibility for spills, disposals or other releases of hazardous substances into the environment as a result of our operations or otherwise impacting real property that we own or operate.  The environmental laws and regulations also subject us to claims by third parties for damages resulting from any spills, disposals or releases resulting from our operations or at any of our properties.


Employees


At January 31, 2007, Bio-Rad had approximately 5,400 full-time employees.  Fewer than 8% of Bio-Rad's approximately 2,800 U. S. employees are covered by a collective bargaining agreement which will expire on November 7, 2009.  Many of Bio-Rad's non-U.S. full-time employees, especially in France, are covered by collective bargaining agreements.  Bio-Rad considers its employee relations in general to be good.


Available Information


Bio-Rad files annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934.  The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including Bio-Rad, that file electronically with the SEC.  The public can obtain any documents that we file with the SEC at http://www.sec.gov.


Bio-Rad’s website address is www.bio-rad.com.  We make available, free of charge through our website, our Form 10-K's, 10-Q's and 8-K's, and any amendments to these forms, as soon as reasonably practicable after filing with the SEC.


ITEM 1A.

RISK FACTORS

 

The industries and market segments in which we operate are highly competitive, and we may not be able to

compete effectively with larger companies with greater financial resources than we have.


The life science and clinical diagnostics markets are each highly competitive.  Some of our competitors have greater financial resources than we do and are less leveraged than we are, making them better equipped to license technologies and intellectual property from third parties or to fund research and development, manufacturing and marketing efforts.  Moreover, competitive and regulatory conditions in many markets in which we operate restrict our ability to fully recover, through price increases, higher costs of acquired goods and services resulting from inflation and other drivers of cost increases.  Our competitors can be expected to continue to improve the design and performance of their products and to introduce new products with competitive price and performance characteristics.  Although we believe that we have certain technological and other advantages over our competitors, maintaining these advantages will require us to continue to invest in research and de velopment, sales and marketing and customer service and support.  We cannot assure you that we will have sufficient resources to continue to make such investments or that we will be successful in maintaining such advantages.  



5



We have significant international operations which subject us to various foreign risks such as general

economic and market conditions in the countries in which we operate.


A significant portion of our sales are made outside of the United States.  Our foreign subsidiaries generated 65% of our net sales in the year ended December 31, 2006.  Our international operations are subject to risks common to foreign operations, such as general economic and market conditions in the countries in which we operate, changes in governmental regulations, political instability, import restrictions and currency exchange rate risks.  Although we enter into forward foreign exchange contracts to hedge against future movements in foreign exchange rates that affect our intercompany receivables and payables denominated in foreign currencies, we cannot assure you that shifts in currency exchange rates, especially significant strengthening of the U.S. dollar compared to the Euro, will not have a material adverse effect on our operating results and financial condition.


We are dependent on government funding and the capital spending policies of our customers, and the effect

of potential healthcare reform on government funding and our customers’ ability to purchase our products is

uncertain.


Our customers include universities, clinical diagnostics laboratories, government agencies, hospitals and pharmaceutical, biotechnology and chemical companies.  The capital spending policies of these institutions and companies have a significant effect on the demand for our products.  Such policies are based on a wide variety of factors, including the resources available to make such purchases, the availability of funding from grants by governments or government agencies, the spending priorities among various types of equipment and the policies regarding capital expenditures during industry downturns or recessionary periods.  If government funding to our customers were to decrease, or if our customers were to decrease or reallocate their budgets in a manner adverse to us, our business, financial condition or results of operations could be materially adversely affected.


Healthcare reform and the growth of managed care organizations have been and continue to be significant factors in the clinical diagnostics market.  The trend towards managed care, together with efforts to reform the healthcare delivery system in the United States and Europe, has resulted in increased pressure on healthcare providers and other participants in the healthcare industry to reduce costs.  Consolidation among healthcare providers has resulted in fewer, more powerful groups, whose purchasing power gives them cost containment leverage.  These competitive forces place constraints on the levels of overall pricing, and thus could have a material adverse effect on our profit margins for products we sell in clinical diagnostics markets.  To the extent that the healthcare industry seeks to address the need to contain costs by limiting the number of clinical tests being performed, our results of operations could be materially and adversely affected.  If these changes in the healthcare markets in the United States and Europe continue, we could be forced to alter our approach in selling, marketing, distributing and servicing our products.


We derive a portion of our profits from our tests for “mad cow” disease.


A portion of our revenues and profits derive from the sale of our tests for Bovine Spongiform Encephalopathy (BSE or “mad cow” disease).  We believe that there are multiple other competitors that offer BSE tests approved by regulatory authorities in Europe and Japan.  Further, government subsidies have supported purchases by our customers of BSE tests.  If governments in our key markets cease or substantially reduce the subsidies provided, we may have to lower prices for, or reduce sales of, our BSE tests.  Finally, if the threat to the world food supply from BSE was materially reduced, either through eradication of BSE or otherwise, sales of BSE tests would materially decline.  If any of these events were to occur, it could have a material negative impact on our financial condition or results of operations.




6



Our failure to improve our product offerings and develop and introduce new products may negatively

impact our business.


Our future success depends on our ability to continue to improve our product offerings and develop and introduce new product lines and extensions that integrate new technological advances.  If we are unable to integrate technological advances into our product offerings or to design, develop, manufacture and market new product lines and extensions successfully and in a timely manner, our operating results will be adversely affected.  While we expect to continue to invest in research and development for all of our market segments, we cannot assure you that our product and process development efforts will be successful or that new products we introduce will achieve market acceptance.


If we experience a disruption of our information technology systems, or if we fail to successfully manage and

integrate our information technology and reporting systems, it could harm our business.


Our information technology (IT) systems are an integral part of our business, and a serious disruption of our IT systems could have a material adverse effect on our business and results of operations.  We depend on our IT systems to process orders, manage inventory and collect accounts receivable.  Our IT systems also allow us to efficiently purchase products from our suppliers and ship products to our customers on a timely basis, maintain cost-effective operations and provide customer service.  While we have contingency plans in place in case of an emergency, we cannot assure you that the plans will allow us to operate at our current level of efficiency.


Our ability to implement our business plan in a rapidly evolving market requires effective planning, reporting and analytical processes.  We expect that we will need to continue to improve and further integrate our IT systems, reporting systems and operating procedures by training and educating our employees with respect to these improvements and integrations on an ongoing basis in order to effectively run our business.  If we fail to successfully manage and integrate our IT, reporting systems and operating procedures, it could adversely affect our business or operating results.


Risks relating to intellectual property rights may negatively impact our business.


We rely on a combination of copyright, trade secret, patent and trademark laws and third-party nondisclosure agreements to protect our intellectual property rights and products.  However, we cannot assure you that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable, or that meaningful protection or adequate remedies will be available to us.  For instance, it may be possible for unauthorized third parties to copy our intellectual property, to reverse engineer or obtain and use information that we regard as proprietary, or to develop equivalent technologies independently.  Additionally, third parties may assert patent, copyright and other intellectual property rights to technologies that are important to us.  If we are unable to license or otherwise access protected technology used in our products, or if we lose our rights under any existing licenses, we could be prohibited from manufacturing and marketing such p roducts.  We may find it necessary to enforce our patents or other intellectual property rights or to defend ourselves against claimed infringement of the rights of others through litigation, which could result in substantial costs to us and divert our resources.  We also could incur substantial costs to redesign our products, to defend any legal action taken against us or to pay damages to an infringed party.  The foregoing matters could adversely impact our business.



7



We are subject to substantial government regulation.


Some of our products (primarily diagnostic products), production processes and marketing are subject to federal, state, local and foreign regulation, including the FDA and its foreign counterparts.  We are also subject to government regulation of the use and handling of a number of materials and controlled substances.  Failure to comply with present or future regulations could result in substantial liability to us, suspension or cessation of our operations, restrictions on our ability to expand at our present locations or require us to make significant capital expenditures or incur other significant expenses.


We are currently subject to environmental regulations and enforcement proceedings.


Our operations are subject to federal, state, local and foreign environmental laws and regulations that govern such activities as transportation of goods, emissions to air and discharges to water, as well as handling and disposal practices for solid, hazardous and medical wastes.  In addition to environmental laws that regulate our operations, we are also subject to environmental laws and regulations that create liability and clean-up responsibility for spills, disposals or other releases of hazardous substances into the environment as a result of our operations or otherwise impacting real property that we own or operate.  The environmental laws and regulations also subject us to claims by third parties for damages resulting from any spills, disposals or releases resulting from our operations or at any of our properties.


We will in the future incur capital and operating costs to comply with currently existing laws and regulations, and possible new statutory enactments, and these expenditures may be significant.  We have incurred, and may in the future incur, fines related to environmental matters and liability for costs or damages related to spills or other releases of hazardous substances into the environment at sites where we have operated, or at off-site locations where we have sent hazardous substances for disposal.  In that regard, we currently are investigating soil and groundwater contamination at one of our properties under the oversight of a state agency.  Based on the currently available information, we believe that the costs to clean up this contamination will not have a material adverse effect on the future results of our operations or our financial condition.  We can provide no assurance, however, that such matters or any future obligations to comply with environmen tal laws and regulations will not have a material impact on our operations or financial condition.


We cannot assure you that we will be able to integrate acquired companies, products or technologies into our

company successfully.


As part of our overall business strategy, we pursue acquisitions of and investments in complementary companies, products and technologies.  In order to be successful in these activities, we must, among other things:


·

assimilate the operations and personnel of acquired companies;

·

minimize potential disruption to our ongoing business;

·

retain key technical and management personnel;

·

integrate acquired companies into our strategic and financial plans;

·

accurately assess the value of target companies, products and technologies;

·

harmonize standards, controls, procedures and policies; and

·

minimize the impact to our relationships with our employees and customers.




8



The benefits of any acquisition may prove to be less than anticipated and may not outweigh the costs reported in our financial statements.  Completing any potential future acquisition could cause significant diversion of our management’s time and resources.  If we acquire new companies, products or technologies, we may be required to assume contingent liabilities and record impairment charges for goodwill and other intangible assets over time.  We cannot assure you that we will successfully overcome these risks or any other problems we encounter in connection with any acquisitions, and any such acquisitions could adversely affect our business, financial position or operating results.


Loss of key personnel could hurt our business.


Our products and services are highly technical in nature.  In general, only highly qualified and trained scientists have the necessary skills to develop and market our products and provide our services.  In addition, some of our manufacturing positions are highly technical.  We face intense competition for these professionals from our competitors, customers, marketing partners and other companies throughout our industry.  We generally do not enter into employment agreements requiring these employees to continue in our employment for any period of time.  Any failure on our part to hire, train and retain a sufficient number of qualified personnel could seriously damage our business.  Additionally, if we were to lose a sufficient number of our research and development scientists and were unable to replace them or satisfy our needs for research and development through outsourcing, it could adversely affect our business.


A significant majority of our voting stock is held by the Schwartz family, which could lead to conflicts of

interest.


We have two classes of voting stock, Class A Common Stock and Class B Common Stock.  With a few exceptions, holders of Class A and Class B Common Stock vote as a single class.  When voting as a single class, each share of Class A Common Stock is entitled to one-tenth of a vote, while each share of Class B Common Stock has one vote.  In the election or removal of directors, the classes vote separately and the holders of Class A Common Stock are entitled to elect 25% of the Board of Directors, with holders of Class B Common Stock electing the remaining directors.


As of February 15, 2007 the Schwartz family collectively held approximately 17% of our Class A Common Stock and 89% of our Class B Common Stock.  As a result, the Schwartz family is able to elect a majority of the directors, effect fundamental changes in our direction and control matters affecting us, including the allocation of business opportunities that may be suitable for our company.  In addition, this concentration of ownership and voting power may have the effect of delaying or preventing a change in control of our company.


The Schwartz family may exercise its control over us according to interests that are different from other investors’ or debtors’ interests.



9



Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures

or internal control over financial reporting.


The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations.  While management continues to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we cannot assure you that our disclosure controls and procedures over internal control of financial reporting will be effective in accomplishing all control objectives all of the time.  Deficiencies, particularly a material weakness in internal control over financial reporting, which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our business, reputation, results of operation, financial condition or liquidity.


Terrorist attacks or acts of war may cause damage or disruption to us and our employees, facilities,

information systems, security systems, vendors and customers, which could significantly impact our net sales,

costs and expenses, and financial condition.

 

Terrorist attacks, such as those that occurred on September 11, 2001, have contributed to economic instability in the United States, and further acts of terrorism, bioterrorism, violence or war could affect the markets in which we operate, our business operations, our expectations and other forward-looking statements contained or incorporated in this document.


The threat of terrorist attacks in the United States since September 11, 2001 continues to create many economic and political uncertainties.  The potential for future terrorist attacks, the United States and international responses to terrorist attacks, and other acts of war or hostility, including the war in Iraq, may cause greater uncertainty and cause our business to suffer in ways that we cannot currently predict.  Events such as those referred to above could cause or contribute to a general decline in investment valuations, which in turn could reduce the market value of your investment.  In addition, terrorist attacks, particularly acts of bioterrorism that directly impact our physical facilities or those of our suppliers or customers could have an impact on our sales, supply chain, production capability and costs and our ability to deliver our products to our customers.


We have substantial debt and have the ability to incur additional debt.  The principal and interest payment

obligations of such debt may restrict our future operations and impair our ability to meet our obligations

under the notes.


As of December 31, 2006 we and our subsidiaries have approximately $426.1 million of outstanding indebtedness.  In addition, the indenture governing the notes permits us to incur additional debt provided we comply with the limitation on the incurrence of additional indebtedness and disqualified capital stock covenant contained in the indenture.


The following chart shows certain important credit statistics and is presented as of December 31, 2006.


 

At December 31, 2006 

 

(in millions)

Total debt

$426.1 

Stockholders’ equity

$819.5 

Debt to equity ratio

0.5 




10



The incurrence of substantial amounts of debt may have important consequences to you.  For instance, it could:


·

make it more difficult for us to satisfy our financial obligations, including those

 

relating to the notes;

·

require us to dedicate a substantial portion of our cash flow from operations to the

 

payment of interest and principal due under our debt, including the notes, which

 

will reduce funds available for other business purposes;

·

increase our vulnerability to general adverse economic and industry conditions;

·

limit our flexibility in planning for, or reacting to, changes in our business and the

 

industries in which we operate;

·

place us at a competitive disadvantage compared with some of our competitors

 

that have less debt; and

·

limit our ability to obtain additional financing required to fund working capital and

 

capital expenditures and for other general corporate purposes.


Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors, many of which are beyond our control.  Our business may not generate sufficient cash flow, and future financings may not be available to provide sufficient net proceeds, to meet these obligations or to successfully execute our business strategy.


The agreements governing our debt impose restrictions on our business.


The indenture governing our notes and the terms of other debt instruments, including without limitation our credit facilities and other agreements we may enter in the future, contain or will contain covenants imposing significant restrictions on our business.  These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.  These covenants place restrictions on our ability to, among other things:


·

incur additional debt;

·

acquire other businesses or assets through merger or purchase;

·

create liens;

·

make investments;

·

enter into transactions with affiliates;

·

sell assets;

·

in the case of some of our subsidiaries, guarantee debt;

·

declare or pay dividends, redeem stock or make other distributions to

 

shareholders.




11



Our existing credit facility also requires that we meet certain financial tests and maintain certain financial ratios, including a maximum consolidated leverage ratio test, minimum consolidated interest coverage ratio test and a minimum net worth test.


Our ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions.  The breach of any of these restrictions could result in a default.  An event of default under our debt agreements would permit some of our lenders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest.  If we were unable to repay debt to our senior secured lenders, these lenders could proceed against the collateral securing that debt.  In addition, acceleration of our other indebtedness may cause us to be unable to make interest payments on our notes and repay the principal amount of the notes or may cause the future subsidiary guarantors, if any, to be unable to make payments under the guarantees.


ITEM 1B.

UNRESOLVED STAFF COMMENTS


Not applicable.


ITEM 2.

PROPERTIES


We own our Corporate headquarters located in Hercules, California.  The principal manufacturing and research locations for each segment are as follows:


Segment

Location

Owned/Leased

 

 

 

Life Science

Richmond, California

Owned/Leased

 

Hercules, California

Owned/Leased

 

Riom, France

Owned/Leased

 

 

 

Clinical

 

 

Diagnostics

Hercules, California

Owned/Leased

 

Irvine, California

Leased

 

Greater Seattle, Washington

Owned/Leased

 

Plano, Texas

Leased

 

Lille, France

Owned

 

Mitry Mori, France

Leased

 

Paris, France

Leased

 

Nazareth-Eke, Belgium

Leased


Most manufacturing and research facilities also house administration, sales and distribution activities.  In addition, we lease office and warehouse facilities in a variety of locations around the world.  The facilities are used principally for sales, service, distribution and administration for both segments.


ITEM 3.

LEGAL PROCEEDINGS


Note 14, “Legal Proceedings,” appearing on page 28 of Exhibit 13.1 is incorporated herein by reference.



12



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


There were no matters submitted to a vote of Bio-Rad's security holders during the fourth quarter of the fiscal year covered by this report.


P A R T II


ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

 

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Information Concerning Common Stock


Bio-Rad's Class A and Class B Common Stock are listed on the American Stock Exchange with the symbols BIO and BIO.B, respectively.  The following sets forth, for the periods indicated, the high and low closing prices for our Class A and Class B Common Stock.


 

Class A

Class B

 

High

Low

High

Low

 

 

 

 

 

2006

 

 

 

 

Fourth Quarter

84.01 

68.91 

83.57 

70.51 

Third Quarter

73.73 

63.65 

73.00 

64.84 

Second Quarter

71.30 

62.15 

71.32 

62.00 

First Quarter

68.18 

57.25 

68.36 

58.60 

 

 

 

 

 

2005

 

 

 

 

Fourth Quarter

66.90 

53.60 

65.00 

53.25 

Third Quarter

62.52 

51.02 

61.75 

52.00 

Second Quarter

59.60 

47.20 

59.10 

48.00 

First Quarter

58.88 

47.06 

58.15 

47.00 

 

 

 

 

 


On February 15, 2007, we had 381 holders of record of Class A Common Stock and 183 holders of record of Class B Common Stock.  Bio-Rad has never paid a cash dividend and has no present plans to pay cash dividends.


See Item 12 for the security ownership of certain beneficial owners and management.


ITEM 6.

SELECTED FINANCIAL DATA


The table headed “Summary of Operations and Selected Financial Data” appearing on page 1 of Exhibit 13.1 is incorporated herein by reference.


ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

 

AND RESULTS OF OPERATIONS


The section headed “Management's Discussion and Analysis of Results of Operations and Financial Condition” appearing on pages 33 through 44 of Exhibit 13.1 is incorporated herein by reference.



13



ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

 

ABOUT MARKET RISK


The section headed “Financial Risk Management” appearing on pages 43 and 44 of Exhibit 13.1 is incorporated herein by reference.


ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The Consolidated Financial Statements and Notes thereto and the Report of Independent Registered Public Accounting Firm appearing on pages 1 through 32 of Exhibit 13.1 are incorporated herein by reference.


ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

 

ACCOUNTING AND FINANCIAL DISCLOSURE


None.


ITEM 9A.

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


As of the end of the period covered by this report, Bio-Rad carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that material information relating to Bio-Rad is made known to management, including the Chief Executive Officer and Chief Financial Officer.


Changes in Internal Control Over Financial Reporting


There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


Management’s Report on Internal Control Over Financial Reporting


The management of Bio-Rad Laboratories is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).  Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of our financial statements presented in accordance with generally accepted accounting principles.


An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.


Management has used the framework set forth in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission to evaluate the effectiveness of Bio-Rad’s internal control over financial reporting as of December 31, 2006.  Management has concluded our internal control over financial reporting was effective as of December 31, 2006.  Bio-Rad’s independent auditor, Deloitte & Touche LLP, has issued an attestation report on management’s assessment of Bio-Rad’s internal control over financial reporting.



14



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
Bio-Rad Laboratories, Inc.

Hercules, California


We have audited management's assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Bio-Rad Laboratories, Inc. and subsidiaries (the “Company"), maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinions.  


A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.


Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



15



In our opinion, management's assessment that the Company maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2006 of the Company and our reports dated February 28, 2007 expressed unqualified opinions on those financial statements and financial statement schedule and included an explanatory paragraph concerning the adoption of a new accounting standard in 2006.




/s/ Deloitte & Touche LLP

San Francisco, California

February 28, 2007






16



ITEM 9B.

OTHER INFORMATION


None.


PART III


ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Part of the information required to be furnished pursuant to this item is incorporated by reference from portions of Bio-Rad’s definitive proxy statement mailed to stockholders in connection with its 2007 annual meeting of stockholders (the “2007 Proxy Statement”) under “Election of Directors,” “Committees of the Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance.”


Bio-Rad’s Board of Directors has determined that Mr. Ruediger Naumann-Etienne is an “audit committee financial expert,” as defined in Item 401(h) of Regulation S-K.  Mr. Naumann-Etienne is also an “independent” director, as determined in accordance with the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 121A of the American Stock Exchange Company Guide.


We have adopted a code of business ethics and conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller and all other employees.  We will provide a copy of the code of ethics to any person, without charge, upon request, by writing to us at “Bio-Rad Laboratories, Inc., Investor Relations, 1000 Alfred Nobel Drive, Hercules, CA  94547.”


ITEM 11.

EXECUTIVE COMPENSATION


The information required to be furnished pursuant to this item is incorporated by reference from portions of the 2007 Proxy Statement under “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards,” “Option Exercises and Stock Vested Table,” “Pension Benefits,” “Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans,” “Potential Payments on Termination or Change in Control,” “Director Compensation” and “Compensation Committee Interlocks and Insider Participation.”  In addition, the information from a portion of the 2007 Proxy Statement under “Compensation Committee Report” is incorporated herein by reference and furnished on this Form 10-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed i ncorporated by reference in any filing under the Securities Act of 1933.



17



ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

 

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


Part of the information required to be furnished pursuant to this item is incorporated by reference from a portion of the 2007 Proxy Statement under “Principal and Management Stockholders.”








Plan category



Number of securities

to be issued

upon exercise of outstanding options,

warrants and rights




Weighted-average exercise price of

outstanding options,

warrants and rights


Number of securities remaining available for future issuance under equity compensation plans (excluding securities

reflected in column (a))


 

(a)

(b)

(c)

 


Equity compensation

plans approved by

 

security holders (1)




1,555,846 




$41.29 




1,331,910 




(2)

 

 

 

 

 

Equity compensation  plans

 

not approved by

stockholders



             -- 



        -- 



              -- 

 

 

 

 

 

 

Total

1,555,846 

$41.29 

1,331,910 

 


(1) Consists of the Bio-Rad Laboratories, Inc. 1994 Stock Option Plan, the 2003 Stock Option Plan and the Bio-Rad Laboratories, Inc. Amended and Restated 1988 Employee Stock Purchase Plan.


(2) Consists of 824,360 shares available under the 2003 Stock Option Plan and 507,550 shares available for issuance under the Bio-Rad Laboratories, Inc. Amended and Restated 1988 Employee Stock Purchase Plan.


ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information required to be furnished pursuant to this item is incorporated by reference from portions of the 2007 Proxy Statement under “Transactions with Related Persons” and “Committees of the Board of Directors.”


ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


The information required to be furnished by this item is incorporated by reference from a portion of the 2007 Proxy Statement under “Report of the Audit Committee of the Board of Directors.”



18



P A R T  IV

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

 

(a)

1.

Index to Financial Statements

 

 

 

The following Consolidated Financial Statements are included in Exhibit 13.1 and

 

are incorporated herein by reference pursuant to Item 8:

 

 

Page in 

 

 

Exhibit 13.1 

 

 

 

 

Consolidated Balance Sheets at December 31, 2006 and 2005

2-3 

 

 

 

 

Consolidated Statements of Income for each of the three years

 

 

in the period ended December 31, 2006

 

 

 

 

Consolidated Statements of Cash Flows for each of the

 

 

three years in the period ended December 31, 2006

 

 

 

 

Consolidated Statements of Changes in Stockholders' Equity

 

 

for each of the three years in the period ended December 31, 2006

 

 

 

 

Notes to Consolidated Financial Statements

7-31 

 

 

 

 

Report of Independent Registered Public Accounting Firm

32 

 

 

 

2.

Index to Financial Statement Schedule

 

 

 

 

 

 

Page in 

 

 

Form 10-K 

 

 

 

 

Schedule II Valuation and Qualifying Accounts

20 

 

Report of Independent Registered Public Accounting Firm

21 

 

 

 

All other financial statement schedules are omitted because they are not required or because

the required information is included in the Consolidated Financial Statements or the Notes thereto.

 

3.

Index to Exhibits

 

 

The exhibits listed in the accompanying Index to Exhibits on pages 23 through 26 of this report are filed or

incorporated by reference as part of this report.

 





19



BIO-RAD LABORATORIES, INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2006, 2005 and 2004

(In thousands)


Reserve for doubtful accounts receivable


 

Balance at

Additions

 

 

 

 

Beginning 

Charged to Costs

 

 

Balance at 

 

of Year 

and Expenses 

Deductions 

Other (A)

End of Year 

2006 

$ 13,301 

$ 1,931 

$    (537)

$  570 

$ 15,265 

2005 

$ 13,406 

$ 1,669 

$ (1,774)

-- 

$ 13,301 

2004 

$ 12,978 

$ 2,029 

$    (621)

$ (980)

$ 13,406 


(A)  2006 is due to an acquisition and 2004 is due to the sale of our confocal microscopy product line.


Valuation allowance for current and long-term deferred tax assets


 

Balance at 

 

Deductions 

 

 

 

Beginning 

 

Charged to Costs 

 

Balance at

 

of Year 

Additions 

and Expenses 

Other (B)

End of Year

2006 

$ 17,737 

$ 6,102 

$ (1,770)

$ 4,425 

$ 26,494 

2005 

$ 18,023 

$ 4,590 

$ (4,876)

-- 

$ 17,737 

2004 

$ 21,446 

$ 1,058 

$ (4,481)

-- 

$ 18,023 


(B)  Due to an acquisition



20



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders

Bio-Rad Laboratories, Inc.

Hercules, California


We have audited the consolidated financial statements of Bio-Rad Laboratories, Inc. and subsidiaries (the “Company”) as of December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2006, and the effectiveness of the Company's internal control over financial reporting as of December 31, 2006, and have issued our reports thereon dated February 28, 2007; (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph concerning the adoption of a new accounting standard in 2006) such consolidated financial statements and reports are included in your 2006 Annual Report to Stockholders and are incorporated herein by reference.  Our audits also included the consolidated financial statement schedule of the Company listed in Item 15(a) 2.  This consolidated financial statement schedule is the responsibility of the Company's management.  Our responsibility is to express an opinion based on our audits.  In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



/s/ Deloitte Touche LLP 

San Francisco, California 

February 28, 2007 







21



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


 

BIO-RAD LABORATORIES, INC.

 

 

By:

/s/ Sanford S. Wadler

 

Sanford S. Wadler

 

Secretary

 

 

Date:

February 28, 2007  


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Principal Executive Officer:

 

 

/s/ Norman Schwartz

President and Director

February 28, 2007

(Norman Schwartz)

 

 

 

 

 

Principal Financial Officer

 

 

/s/ Christine A. Tsingos___

Vice President,

 

(Christine A. Tsingos)

Chief Financial Officer

February 28, 2007

 

 

 

Principal Accounting Officer

 

 

/s/ James R. Stark________

Corporate Controller

February 28, 2007

(James R. Stark)

 

 

 

 

 

Other Directors:

 

 

/s/ James J. Bennett______

Director

February 28, 2007

(James J. Bennett)

 

 

 

 

 

/s/ Albert J. Hillman______

Director

February 28, 2007

(Albert J. Hillman)

 

 

 

 

 

/s/ Ruediger Naumann-Etienne

Director

February 28, 2007

(Ruediger Naumann-Etienne)

 

 

 

 

 

/s/ Alice N. Schwartz______

Director

February 28, 2007

(Alice N. Schwartz)

 

 

 

 

 

/s/ David Schwartz________

Director

February 28, 2007

(David Schwartz)  

 

 




22



 

BIO-RAD LABORATORIES, INC.

INDEX TO EXHIBITS ITEM 14(a)3

 

Exhibits 32.1 and 32.2 are furnished herewith and should not be deemed to be “filed under the Securities Exchange Act of 1934.”

 

 

Exhibit No.

 

 

 

3.1

Restated Certificate of Incorporation, as of February 8, 2002. (1)

 

 

3.1.1

Certificate of Amendment to Restated Certificate of Incorporation of

 

Bio-Rad Laboratories, Inc., as of May 6, 2004. (2)

 

 

3.2

Bylaws of the Registrant, as amended February 19,1980. (3)

 

 

4.1

Credit Agreement dated as of September 9, 2003 among Bio-Rad

 

Laboratories, Inc., the lenders, Bank One, N.A., as Administrative Agent,

 

Wells Fargo Bank, N.A. and Union Bank of California, N.A., as

 

Syndication Agents and ABN AMRO Bank N.V. and BNP Paribas, as

 

Documentation Agents. (4)

 

 

4.1.1

Amendment No. 1 to Credit Agreement dated as of December 8, 2004

 

among Bio-Rad Laboratories, Inc., the lenders referred to herein,

 

JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA

 

(Illinois)), as lender and Administrative Agent, Wells Fargo Bank, N.A. and

 

Union Bank of California, N.A., as Syndication Agents and ABN AMRO

 

Bank N.V. and BNP Paribas, as Documentation agents. (5)

 

 

4.2

Pledge Amendment dated as of September 9, 2003 among Bio-Rad

 

Laboratories, Inc., and Bank One, N.A., as contractual representative. (4)

 

 

4.3

Security Agreement dated as of September 9, 2003 among Bio-Rad

 

Laboratories, Inc., as Grantor and Bank One N.A., as Administrative

 

Agent. (4)

 

 

4.4

Indenture dated as of August 11, 2003 for 7.50% Senior Subordinated

 

Notes due 2013 among Bio-Rad Laboratories, Inc., as Issuer, and

 

Wells Fargo Bank, N.A., as Trustee. (4)

 

 

4.5

The Exchange and Registration Rights Agreement dated as of August 11, 2003

 

for 7.50% Senior Subordinated Notes due 2013. (4)

 

 

4.6

Indenture dated as of December 21, 2004, between Bio-Rad Laboratories, Inc.

 

and Wells Fargo National Bank, as trustee. (6)

 

 



23



 

 

10.1

Amended and Restated Credit Agreement, dated as of June 21, 2005, by and

 

among Bio-Rad Laboratories, Inc., the lenders referred to therein,

 

JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA

 

(Main Office Chicago)), as a lender and administrative agent, Wells Fargo

 

Bank, N.A. and Union Bank of California N.A., as syndication agents and

 

ABN AMRO Bank N.V. and BNP Paribas, as documentation agents. (7)

 

 

10.1.1

Amendment No. 1 to Amended and Restated Credit Agreement. (8)

 

 

10.2

Amended and Restated Security Agreement, dated as of June 21, 2005,

 

between Bio-Rad Laboratories, Inc. and JPMorgan Chase Bank, N.A.

 

(successor by merger to Bank One, NA (Main Office Chicago)), as

 

administrative agent. (7)

 

 

10.3

Amended and Restated Pledge Agreement, dated as of June 21, 2005,

 

between Bio-Rad Laboratories, Inc. and JPMorgan Chase Bank, N.A.

 

(successor by merger to Bank One, NA (Main Office Chicago)), as

 

administrative agent. (7)

 

 

10.4

1994 Stock Option Plan. (9)

 

 

10.4.1

Amendment to the Bio-Rad Laboratories, Inc. 1994 Stock Option Plan

 

dated April 28, 1998. (10)

 

 

10.4.2

Second Amendment to the Bio-Rad Laboratories, Inc. 1994 Stock Option Plan

 

dated December 6, 1999. (10)

 

 

10.4.3

Third Amendment to the Bio-Rad Laboratories, Inc. 1994 Stock Option Plan

 

dated September 19, 2000. (10)

 

 

10.4.4

Fourth Amendment to the Bio-Rad Laboratories, Inc. 1994 Stock Option Plan

 

dated April 25, 2001. (11)

 

 

10.5

Amended and Restated 1988 Employee Stock Purchase Plan. (12)

 

 

10.5.1

Amendment to the Amended 1988 Employee Stock Purchase Plan. (11)

 

 

10.6

Employees' Deferred Profit Sharing Retirement Plan (Amended and Restated

 

effective January 1, 1997). (13)

 

 

10.7

2003 Stock Option Plan. (14)

 

 

10.10

Non-competition and employment continuation agreement with

 

James J. Bennett. (15)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.13

Stock Purchase Agreement dated as of August 16, 2004 by and between

 

Bio-Rad, MJ GeneWorks, Incorporated, Michael J. Finney and John D.

 

Finney, excluding exhibits and schedules.  Pursuant to Regulation S-K

 

Item 601(b)(2), the exhibits and schedules to this agreement have not

 

been filed.  We agree to furnish supplementally a copy of any omitted

 

exhibits or schedules to the SEC upon request.  We have requested

 

confidential treatment of certain portions of this agreement. (16)

 

 

13.1

Excerpt from Annual Report to Stockholders' for the fiscal year ended

 

December 31, 2006 (to be deemed filed only to the extent required by the

 

instructions to exhibits for reports on Form 10-K).

 

 

21.1

Listing of Subsidiaries.

 

 

23.1

Consent of Independent Registered Public Accounting Firm.

 

 

31.1

Certification of Chief Executive Officer Required by Rule 13a-14(a)

 

(17CFR 240.13a-14(a)).

 

 

31.2

Certification of Chief Financial Officer Required by Rule 13a-14(a)

 

(17CFR 240.13a-14(a)).

 

 

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section

 

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

 

2002.

 

 

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section

 

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

 

2002.

 

 

 

 

(1)

Incorporated by reference from the Exhibits to Bio-Rad’s Form 10-K filing for

 

the fiscal year ended December 31, 2001, dated March 28, 2002.

 

 

(2)

Incorporated by reference from the Exhibits to Bio-Rad’s Form 10-K filing

 

for the fiscal year ended December 31, 2004, dated March 3, 2005.

 

 

(3)

Incorporated by reference from the Exhibits to Bio-Rad’s Registration

 

Statement on Form S-7 Registration No. 2-66797, which became

 

effective April 22, 1980.

 

 

(4)

Incorporated by reference from the Exhibits to Bio-Rad’s Form S-4 dated

 

September 19, 2003.

 

 

(5)

Incorporated by reference from the Exhibits to Bio-Rad’s Form 8-K filing dated

 

December 14, 2004.

 

 



24



 

 

 

 

(6)

Incorporated by reference from the Exhibits to Bio-Rad’s Form 8-K filing, dated

 

December 22, 2004.

 

 

(7)

Incorporated by reference from the Exhibits to Bio-Rad’s Form 8-K filing, dated

 

June 24, 2005.

 

 

(8)

Incorporated by reference from the Exhibits to Bio-Rad’s September 30, 2005

 

10-Q filing, dated November 8, 2005

 

 

(9)

Incorporated by reference from the Exhibits to Bio-Rad’s Form S-8 filing, dated

 

April 29, 1994.

 

 

(10)

Incorporated by reference from the Exhibits to Bio-Rad’s Form 10-K filing for

 

the fiscal year ended December 31, 2000, dated March 28, 2001.

 

 

(11)

Incorporated by reference from the Exhibits to Bio-Rad’s Form 10-K filing for

 

the fiscal year ended December 31, 2003, dated March 15, 2004.

 

 

(12)

Incorporated by reference from the Exhibits to Bio-Rad’s September 30, 1998,

 

Form 10-Q filing, dated November 12, 1998.

 

 

(13)

Incorporated by reference from the Exhibits to Bio-Rad’s September 30, 1997,

 

Form 10-Q filing, dated November 13, 1997.

 

 

(14)

Incorporated by reference from the Exhibits to Bio-Rad’s March 31, 2003,

 

Form 10-Q filing, dated May 13, 2003.

 

 

(15)

Incorporated by reference from the Exhibits to Bio-Rad’s December 31, 1996

 

Form 10-K filing, dated March 27, 1997.

 

 

(16)

Incorporated by reference from the Exhibits to Bio-Rad’s September 30, 2004

 

Form 10-Q filing, dated November 9, 2004.

 

 




25


EX-13 2 exh131ar06.htm Bio?Rad Laboratories, Inc

  


 

Exhibit 13.1

Bio-Rad Laboratories, Inc.

Summary of Operations and Selected Financial Data (in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

Net sales

$ 1,273,930 

 

$ 1,180,985 

 

$  1,090,012 

 

$   979,631 

 

$   865,006 

Cost of goods sold

561,394 

 

534,499 

 

479,939 

 

423,401 

 

365,451 

 

 

 

 

 

 

 

 

 

 

Gross profit

712,536 

 

646,486 

 

610,073 

 

556,230 

 

499,555 

Selling, general and administrative expense

438,949 

 

416,084 

 

378,264 

 

317,524 

 

281,579 

Product research and development expense

123,376 

 

115,104 

 

108,344 

 

91,273 

 

79,788 

Purchased in-process research and development expense

4,100 

 

-- 

 

14,620 

 

-- 

 

-- 

Impairment losses on long-lived assets

-- 

 

19,770 

 

-- 

 

-- 

 

-- 

Interest expense

32,022 

 

32,643 

 

20,219 

 

31,006 

 

28,207 

Foreign exchange (gains) losses

1,053 

 

(1,528)

 

2,394 

 

4,080 

 

5,441 

Other (income) expense, net (1)

(28,991)

 

(28,958)

 

(11,095)

 

(3,012)

 

(678)

Income from continuing operations before taxes

142,027 

 

93,371 

 

97,327 

 

115,359 

 

105,218 

Provision for income taxes

(38,764)

 

(15,792)

 

(31,035)

 

(38,055)

 

(36,692)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

103,263 

 

77,579 

 

66,292 

 

77,304 

 

68,526 

 

 

 

 

 

 

 

 

 

 

Discontinued operations

 

 

 

 

 

 

 

 

 

Gain (loss) from discontinued operations (net of tax)

-- 

 

-- 

 

(1,487)

 

(1,133)

 

(663)

Gain on divestiture (net of tax)

-- 

 

3,974 

 

3,437 

 

-- 

 

-- 

Total income (loss) from discontinued operations

-- 

 

3,974 

 

1,950 

 

(1,133)

 

(663)

Net income

$     103,263 

 

$       81,553 

 

$       68,242 

 

$    76,171 

 

$    67,863 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

Continuing operations

$           3.92 

 

$           2.98 

 

$           2.58 

 

$         3.04 

 

$         2.73 

Discontinued operations

-- 

 

0.15 

 

0.07 

 

(0.04)

 

(0.03)

Basic earnings per share

$           3.92 

 

$           3.13 

 

$           2.65 

 

$         3.00 

 

$         2.70 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

Continuing operations

$           3.83 

 

$           2.91 

 

$           2.51 

 

$         2.94 

 

$         2.63 

Discontinued operations

-- 

 

0.15 

 

0.07 

 

(0.04)

 

(0.02)

Diluted earnings per share

$           3.83 

 

$           3.06 

 

$           2.58 

 

$         2.90 

 

$         2.61 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per common share

-- 

 

-- 

 

-- 

 

-- 

 

-- 

Total assets

$  1,596,168 

 

$  1,426,582 

 

$  1,371,618 

 

$   992,596 

 

$   720,703 

Long-term debt, net of current maturities

$     425,625 

 

$     425,687 

 

$     425,979 

 

$   225,835  

 

$   105,768 

 

 

 

 

 

 

 

 

 

 


(1) See Note 11 to the consolidated financial statements for components of Other (income) expense, net.   Included in 2004 is interest and investment income of $6.6 million, income from equity investee of $3.1 million and a litigation settlement of $1.9 million offset by a $2.4 million write-down of an investment.  Included in 2005 is interest and investment income of $16.7 million, gains on sales of investments of $11.2 million, and litigation expense of $1.2 million.  Included in 2006 is interest and investment income of $22.3 million and gains on sales of investments of $4.7 million.





1


Bio-Rad Laboratories, Inc.

Consolidated Balance Sheets

 

(in thousands)

 

 

 

 

December 31,

 

 

2006

 

2005

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$     223,607 

 

$      296,716 

Restricted cash

 

-- 

 

36,138 

Short-term investments

 

264,473 

 

116,343 

Accounts receivable less allowance of

 

 

 

 

$15,265 in 2006 and $13,301 in 2005

 

292,970 

 

247,192 

 

 

 

 

 

Inventories, net:

 

 

 

 

Raw materials

 

59,356 

 

48,271 

Work in process

 

57,682 

 

51,601 

Finished goods

 

136,007 

 

112,470 

Total inventories

 

253,045 

 

212,342 

 

 

 

 

 

Deferred tax assets

 

35,862 

 

30,984 

 

 

 

 

 

Prepaid expenses and other current assets

 

59,820 

 

68,496 

Total current assets

 

1,129,777 

 

1,008,211 

 

 

 

 

 

Property, plant and equipment:

 

 

 

 

Land and improvements

 

9,577 

 

9,837 

Buildings and leasehold improvements

 

121,977 

 

120,015 

Equipment

 

357,600 

 

322,354 

Total property, plant and equipment

 

489,154 

 

452,206 

Accumulated depreciation

 

(299,527)

 

(271,948)

Property, plant and equipment, net

 

189,627 

 

180,258 

 

 

 

 

 

Goodwill

 

119,492 

 

113,276 

Purchased intangibles, net

 

44,605 

 

28,449 

Long-term deferred tax assets

 

9,100 

 

14,003 

Other assets

 

103,567 

 

82,385 

 

 

 

 

 

TOTAL ASSETS

 

$   1,596,168 

 

$   1,426,582 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 The accompanying notes are an integral part of these consolidated financial statements.



2


Bio-Rad Laboratories, Inc.

Consolidated Balance Sheets

 

 

 

(in thousands, except share data)

 

 

 

 

 

 

 

 

December 31,

 

2006

 

2005

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

$         83,411 

 

$          72,950 

Accrued payroll and employee benefits

92,101 

 

81,076 

Notes payable

2,539 

 

2,950 

Current maturities of long-term debt

503 

 

391 

Sales, income and other taxes payable

19,949 

 

15,841 

Litigation accrual

8,810 

 

55,701 

Accrued royalties

31,826 

 

34,386 

Current deferred taxes

2,445 

 

126 

Other current liabilities

77,949 

 

55,822 

Total current liabilities

319,533 

 

319,243 

 

 

 

 

Long-term debt, net of current maturities

425,625 

 

425,687 

Deferred tax liabilities

7,512 

 

2,281 

Other long-term liabilities

23,960 

 

21,397 

Total liabilities

776,630 

 

768,608 

 

 

 

 

Commitments and contingent liabilities

-- 

 

-- 

 

 

 

 

Stockholders’ equity:

 

 

 

Preferred stock, $0.0001 par value, 7,500,000

 

 

 

shares authorized; none outstanding

-- 

 

-- 

Class A common stock, $0.0001 par value, 80,000,000 shares

 

 

 

authorized; outstanding - 21,594,311 at 2006 and 21,316,556 at 2005

 

Class B common stock, $0.0001 par value,  

 

 

 

20,000,000 shares authorized; outstanding - 4,909,908 at 2006 and 2005

 

Additional paid-in capital

78,230 

 

60,112 

Retained earnings

674,070 

 

570,807 

Accumulated other comprehensive income:

 

 

 

Currency translation and other

67,235 

 

27,052 

 

 

 

 

Total stockholders’ equity

819,538 

 

657,974 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$    1,596,168 

 

$     1,426,582 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.




3



 

Bio-Rad Laboratories, Inc.

Consolidated Statements of Income

(in thousands, except per share data)

 

 

 

 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

Net sales

 

$  1,273,930 

 

$    1,180,985 

 

$       1,090,012 

Cost of good sold

 

561,394 

 

534,499 

 

479,939 

Gross profit

 

712,536 

 

646,486 

 

610,073 

Selling, general and administrative expense

 

438,949 

 

416,084 

 

378,264 

Product research and development expense

 

123,376 

 

115,104 

 

108,344 

Purchased in-process research and development expense

 

4,100 

 

-- 

 

14,620 

Impairment losses on long-lived assets

 

-- 

 

19,770 

 

-- 

Interest expense

 

32,022 

 

32,643 

 

20,219 

Foreign exchange (gains) losses

 

1,053 

 

(1,528)

 

2,394 

Other income, net

 

(28,991)

 

(28,958)

 

(11,095)

Income from continuing operations before taxes

 

142,027 

 

93,371 

 

97,327 

Provision for income taxes

 

(38,764)

 

(15,792)

 

(31,035)

Income from continuing operations

 

103,263 

 

77,579 

 

66,292 

Discontinued operations

 

 

 

 

 

 

Loss from discontinued operations net of tax benefits

 

 

 

 

 

 

of $532

 

-- 

 

-- 

 

(1,487)

Gain on divestiture net of tax expense of $0 in 2005

 

 

 

 

 

 

and $2,295 in 2004

 

-- 

 

3,974 

 

3,437 

Total income from discontinued operations

 

-- 

 

3,974 

 

1,950 

Net income

 

$    103,263 

 

$       81,553 

 

$            68,242 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

Continuing operations

 

$          3.92 

 

$            2.98 

 

$               2.58 

Discontinued operations

 

-- 

 

0.15 

 

0.07 

Net income

 

$          3.92 

 

$            3.13 

 

$               2.65 

Weighted average common shares

 

26,376 

 

26,063 

 

25,724 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

Continuing operations

 

$          3.83 

 

$            2.91 

 

$              2.51 

Discontinued operations

 

-- 

 

0.15 

 

0.07 

Net income

 

$          3.83 

 

$            3.06 

 

$              2.58 

Weighted average common shares

 

26,949 

 

26,662 

 

26,489 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.



4


Bio-Rad Laboratories, Inc.

Consolidated Statements of Cash Flows

(in thousands)

 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

Cash flows from operating activities:

 

 

 

 

 

 

Cash received from customers

 

$  1,247,779 

 

$   1,166,711 

 

$  1,087,946 

Cash paid to suppliers and employees

 

(1,058,977)

 

(1,003,264)

 

(920,606)

Litigation settlement related to MJ acquisition

 

(46,981)

 

-- 

 

-- 

Interest paid

 

(31,049)

 

(31,334)

 

(19,543)

Income tax payments

 

(16,072)

 

(39,597)

 

(33,637)

Miscellaneous receipts

 

24,914 

 

15,768 

 

8,933 

Excess tax benefits from stock-based compensation

 

(1,385)

 

-- 

 

-- 

Net cash provided by operating activities

 

118,229 

 

108,284 

 

123,093 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures, net

 

(52,987)

 

(36,055)

 

(60,493)

Payments for acquisitions and long-term investments

 

(46,071)

 

(4,344)

 

(58,983)

Proceeds from divestiture

 

12,772 

 

-- 

 

19,775

Payments for purchase of intangible assets

 

-- 

 

(5,000)

 

(10,000)

Purchases of marketable securities and investments

 

(334,047)

 

(873,822)

 

(2,257,694)

Sales of marketable securities and investments

 

178,643 

 

942,790 

 

2,174,538 

Foreign currency economic hedges, net

 

(2,196)

 

6,397 

 

6,539 

Receipt (payment) of restricted cash

 

36,138 

 

(36,138)

 

-- 

Net cash used in investing activities

 

(207,748)

 

(6,172)

 

(186,318)

 

 

 

 

 

 

 

Cash flows from financing activities:   

 

 

 

 

 

 

Net payments on notes payable

 

(659)

 

(6,847)

 

(9,580)

Long-term borrowings

 

-- 

 

-- 

 

200,000 

Payments on long-term debt

 

(487)

 

(447)

 

(1,781)

Debt issuance costs on 6.125% bonds

 

-- 

 

(331)

 

(2,876)

Proceeds from issuance of common stock

 

9,923 

 

8,915 

 

7,464 

Excess tax benefits from stock-based compensation

 

1,385 

 

-- 

 

-- 

Net cash provided by financing activities

 

10,162 

 

1,290 

 

193,227 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

6,248 

 

(2,420)

 

337 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(73,109)

 

100,982 

 

130,339 

Cash and cash equivalents at beginning of year

 

296,716 

 

195,734 

 

65,395 

Cash and cash equivalents at end of year

 

$    223,607 

 

$      296,716 

 

$    195,734 

Non-cash investing activities:

 

 

 

 

 

 

Tender of Accent stock

 

$     (3,200)

 

$               -- 

 

$             -- 

Receipt of Nanometrics stock

 

$       5,354 

 

$               -- 

 

$             -- 

 

The accompanying notes are an integral part of these consolidated financial statements.




5


Bio-Rad Laboratories, Inc

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands)

 

 

 

 

 

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

Common stock, $0.0001 par value:

 

 

 

 

 

Balance at beginning of year

$            3 

 

$           3 

 

$            3 

Issuance of common stock

-- 

 

-- 

 

-- 

Balance at end of year

 

 

 

 

 

 

 

 

Additional paid-in capital:

 

 

 

 

 

Balance at beginning of year

60,112 

 

49,628 

 

42,164 

Issuance of common stock

9,923 

 

8,916 

 

6,250 

Stock compensation expense

5,363 

 

-- 

 

-- 

Tax benefit from exercise of stock options

2,832 

 

1,568 

 

1,214 

Balance at end of year

78,230 

 

60,112 

 

49,628 

 

 

 

 

 

 

Retained earnings:

 

 

 

 

 

Balance at beginning of year

570,807 

 

489,254 

 

421,012 

Net income

103,263 

 

81,553 

 

68,242 

Balance at end of year

674,070 

 

570,807 

 

489,254 

 

 

 

 

 

 

Accumulated other comprehensive income (loss):

 

 

 

 

 

Balance at beginning of year

27,052 

 

58,003 

 

32,628 

Other comprehensive income (loss)

40,183 

 

(30,951)

 

25,375 

Balance at end of year

67,235 

 

27,052 

 

58,003 

 

 

 

 

 

 

Total stockholders’ equity

$  819,538 

 

$ 657,974 

 

$ 596,888 

 

 

 

 

 

 

Comprehensive income, net of tax:

 

 

 

 

 

Net income

$  103,263 

 

$   81,553 

 

$   68,242 

Currency translation adjustments

30,059 

 

(30,535)

 

18,573 

Net unrealized holding gains net of tax of $5,767

 

 

 

 

 

in 2006, $2,735 in 2005 and $3,870 in 2004

10,175 

 

2,960 

 

8,096 

Reclassification adjustments for gains included in net income

 

 

 

 

 

net of tax of $30 in 2006, $2,007 in 2005 and $623 in 2004

(51)

 

(3,376)

 

(1,294)

Total comprehensive income

$  143,446 

 

$   50,602 

 

$   93,617 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.






6



Bio-Rad Laboratories, Inc.

 

Notes to Consolidated Financial Statements


_________________________________________________________________________________________


1.

SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The consolidated financial statements include the accounts of Bio-Rad Laboratories, Inc. and all subsidiaries (referred to in this report as “Bio-Rad,” “we,” “us” and “our”) after elimination of intercompany balances and transactions.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts report­ed in the financial statements and accompanying notes.  Actual results could differ from those estimates.


Cash and Cash Equivalents


Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less which are readily convertible into cash.  Cash equivalents are stated at cost, which approximates fair market value.


Restricted Cash


Restricted cash of $36.1 million at December 31, 2005 represented deposits in a money market account that was used as collateral to protect a surety company in connection with its execution of a surety bond in the amount of $37.2 million to stay the enforcement of a judgment in a legal matter.  This matter has since been settled and the surety bond is no longer needed.  The cash is no longer restricted and has been returned to Cash and cash equivalents.


Short-Term Investments


Short-term investments consist of corporate, state and municipal securities with readily determinable fair market values and original maturities in excess of three months. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. Our investments are classified as “Available-for-sale” and accordingly are reported at fair value, with unrealized gains and losses, if material, reported as a component of stockholders’ equity, net of any related tax effect. Unrealized losses are charged against income when a decline in the fair market value of an individual security is determined to be other than temporary.  Realized gains and losses on investments are included in interest income.



7



Concentration of Credit Risk


Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash and cash equivalents, short-term investments and trade accounts receivable.  Cash and cash equivalents and short-term investments are placed with highly rated major financial institutions.  We perform credit evaluation procedures related to our trade receivables and with the exception of certain developing countries, generally do not require collateral.  As a result of increased risk in these developing countries, some Bio-Rad sales are subject to collateral letters of credit.  Credit risk is generally limited due to the large number of customers and their dispersion across many geographic areas.  However, a significant amount of trade receivables are with national healthcare systems in coun­tries within the European Economic Community.  We do not currently anticipate a credit risk associated with these re ceiv­ables.


Allowance for Doubtful Accounts


We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The amount of the allowance is determined by analyzing known uncollectible accounts, aged receivables, economic conditions in the customers’ country or industry, historical losses and our customers’ credit-worthiness. Amounts later determined and specifically identified to be uncollectible are charged or written off against this reserve. This valuation allowance is reviewed quarterly to determine whether a change is warranted.


Inventory Valuation


Inventories are valued at the lower of actual cost or market and include material, labor and overhead costs.  Management reviews the need for an inventory obsolescence reserve on a quarterly basis or, if warranted by circumstances, more frequently.  In evaluating this reserve, technology changes, competition, customer demand and manufacturing quality are considered.


Property, Plant and Equipment


Property, plant and equipment are carried at historical cost. Included in property, plant and equipment is reagent rental equipment.  We provide these instruments to our customers for use with our reagents.  Property, plant and equipment are assessed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.


Depreciation is computed on a straight-line basis over the estimated useful lives of the assets.  Buildings and leasehold improvements are amortized over 15-30 years or the lives of the leases or improvements, whichever is shorter.  With the exception of reagent rental equipment, which is amortized over a 1-5 year period, equipment is depreciated over 3-12 years.


Net capital expenditures include proceeds from the sale of property, plant and equipment of $0.3 million, $3.2 million and $0.8 million for the years ended December 31, 2006, 2005 and 2004, respectively.



8


Goodwill


Goodwill, representing the excess of the cost over the net tangible and identifiable intangible assets of acquired businesses, is stated at cost.  Goodwill is assessed for impairment by applying a fair-value based test annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable (see Note 6).


Income Taxes


We account for income taxes under the asset and liability method which recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between carrying amounts and tax basis of assets and liabilities (see Note 8).


Revenue Recognition


Revenue is recognized when pervasive evidence of an arrangement exists, the price to the buyer is fixed and determinable, collectibility is reasonably assured and title has passed to the customer or product has been delivered absent specific contractual specifications.  Equipment that requires factory installation is not recorded until installation is complete and customer acceptance, if required contractually, has occurred.  At the time the related revenue is recognized, a provision is recognized for estimated product returns.  Reagent agreements are a diagnostic industry sales method that provides use of an instrument if the customer exclusively purchases the company’s reagents to use on that instrument.  We have evaluated the reagent agreements and account for the contracts under the terms of the guidance set forth in EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables.  All revenues that we earn under our reagent agreements are recognized when the reagent has been delivered to the customer.  Service revenues on extended warranty contracts are recognized ratably over the life of the service agreement or as services are performed, if not under contract.


Shipping and Handling


We classify all freight billed to customers as net sales.  Related freight costs are included in cost of goods sold.


Warranty


We warrant certain equipment against defects in design, materials and workmanship, generally for a period of one year.  Upon shipment of that equipment, we establish, as part of cost of goods sold, a provision for the expected costs of such warranty based on historical experience, specific warranty terms and customer feedback.  A review is performed on a quarterly basis to assess the adequacy of our warranty reserve.



9



Components of the warranty accrual, included in Other current liabilities and Other long-term liabilities, were as follows (in millions):


 

 

 

2006 

 

2005 

 

 

 

 

 

 

 

January 1

 

$    12.0 

 

$    10.1 

 

Provision for warranty

 

14.9 

 

13.3 

 

Actual warranty costs

 

(14.0)

 

(11.4)

December 31

 

$    12.9 

 

$    12.0 


Research and Development


Internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed.  Purchased in-process research and development costs are expensed at the time of purchase.


Foreign Currency


Balance sheet accounts of international subsidiaries are trans­lated at the current exchange rate as of the end of the account­ing period.  Income statement items are translated at average exchange rates. The resulting translation adjustment is recorded as a separate component of stockholders' equity.


Foreign currency transaction gains and losses are included in Foreign exchange (gains) losses in the Consolidated Statements of Income. Transaction gains and losses result primarily from fluctuations in exchange rates when intercompany receivables and payables are denominated in currencies other than the functional currency of our subsidiary that recorded the transaction.


Forward Exchange Contracts


As part of distributing our products, we regularly enter into intercompany transactions.  We enter into forward foreign currency exchange contracts to manage foreign exchange risk of future movements in foreign exchange rates that affect foreign currency denominated intercompany receivables and payables.  We do not use derivative financial instruments for speculative or trading purposes.  In accordance with Statement of Financial Accounting Standards (SFAS) 133, Accounting for Derivative Instruments and Hedging Activities, we do not seek hedge accounting treatment for these contracts.  As a result, these contracts, generally with maturity dates of 90 days or less and related primarily to currencies of industrial countries, are recorded at their fair value at each balance sheet date.  The resulting gains or losses offset exchange gains or losses on the related receivables and payables, both of which are recorded as Foreign exchange (gains) losses in the Consolidated Statements of Income.  The cash flows related to these contracts are classified as cash flows from investing activities in the Consolidated Statements of Cash Flows.



10



Employee Stock Compensation Plans


We maintain incentive and non-qualified stock option plans for officers and certain other key employees.  We also have an employee stock purchase plan that provides that eligible employees may contribute toward the purchase of our Class A common stock. These plans are described more fully in Note 10.


Prior to January 1, 2006, we applied Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB No. 25), and related interpretations, in accounting for our share-based compensation plans.  All employee stock options were granted at or above the grant date market price.  Accordingly, no compensation cost was recognized in the financial statements but was included as a pro forma disclosure in the consolidated financial statements.  We also recorded no compensation expense in connection with our Employee Stock Purchase Plan (ESPP) as the purchase price of the stock was not less than 85% of the lower of the fair market value of our common stock at the beginning of each offering period or at the end of each purchase period.


As of January 1, 2006, we adopted the fair value recognition provisions of SFAS 123(R), Share-Based Payment using the modified prospective method.  Under this transition method we are required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption.  In accordance with the modified prospective transition method, our results for prior periods have not been restated.  See Note 10 for information on the impact of our adoption of SFAS 123(R).


Earnings per Share


Basic earnings per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for that period.  Diluted earnings per share takes into account the effect of dilutive instruments, such as stock options, and uses the average share price for the period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation cost for future service that Bio-Rad has not yet recognized, and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.  Common stock equivalents are excluded from the diluted earnings per share calculation if the effect would be anti-dilutive.


Weighted average shares used for diluted earnings per share include the dilutive effect of outstanding stock options to purchase 573,000, 599,000 and 765,000 shares for the years ended December 31, 2006, 2005 and 2004, respectively.  Options to purchase 253,000, 281,000 and 10,000 shares of common stock were outstanding for the years ended December 31, 2006, 2005 and 2004, respectively, but were excluded from the computation of diluted earnings per share because the price of the options was greater than the average market price of the common shares.



11



Fair Value of Financial Instruments


The estimated fair value of financial instruments has been determined using available market information or other appropriate valuation methodologies.  Estimates are not necessarily indicative of the amounts that could be realized in a current market exchange as considerable judgment is required in interpreting market data used to develop estimates of fair value.  The use of different market assumptions or estimation techniques could have a material effect on the estimated fair value.


The estimated fair value of our financial instruments is as follows (in millions):


 

Year Ended December 31,

 

2006

2005

 

 

Carrying 

 

Fair 

 

Carrying 

 

Fair 

 

 

Amount 

 

Value 

 

Amount 

 

Value 

 

 

 

 

 

 

 

 

 

Notes receivable and other assets

 

$  103.6 

 

$  190.5 

 

$   82.4 

 

$  113.4 

Total long-term debt

 

$  426.1 

 

$  436.4 

 

$ 426.1 

 

$  430.6 


Financial instruments (e.g., notes receivable) that have fair values based on discounted cash flows, market quotations, and other appropriate valuation techniques are included in Other assets.  Long-term debt has an estimated fair value based on quoted market prices for the same or similar issues.


For certain financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, marketable securities, notes payable, and accounts payable, the carrying amounts approximate fair value.


New Financial Accounting Standards


In September 2006, the Financial Accounting standards Board (FASB) issued SFAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.  This new standard requires an employer to: (a) recognize in its statement of financial position an asset for a plan's overfunded status or a liability for a plan's underfunded status; (b) measure a plan's assets and obligations that determine its funded status as of the end of the employer's fiscal year; and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. These changes are to be reported in comprehensive income of a business entity.  The employer is required to recognize the funded status of a benefit plan and meet the disclosure requirements effective as of the end of fiscal years ending after December 15, 2006.  The requirement to measure plan assets and ben efit obligations as of the date of the employer's fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008.  The adoption of SFAS 158 will not have a material effect on our consolidated results of operations and financial position.


In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS 157, Fair Value Measurements to eliminate the diversity in practice that exists due to different definitions of fair value and the limited guidance for applying those definitions in GAAP.  SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  We are in the process of evaluating the impact of the adoption of SFAS 157 on the results of our operations and financial condition.



12



In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainties in Income Taxes, an interpretation of SFAS No. 109, Accounting For Income Taxes (FIN 48).  FIN 48 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return.  Under FIN 48, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.  Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  Bio-Rad will be required to apply the provisions of FIN 48 to all tax positions upon initial adoption on January 1, 2007, with any cumulative effect adjustment to be recognized as an adjustment to retained earnings.  Additional FASB guidance on FIN 48 is pending.  As a result, we are currently unable to finalize our estimate of the impact that adopting this Interpretation will have on our financial statements.  Based on our analysis to date, however, we believe that the adoption of FIN 48 may result in recording an additional liability.


2.

ACQUISITIONS


In November 2006, we acquired Ciphergen Biosystems, Inc.'s ProteinChip Systems business and worldwide rights to its Surface Enhanced Laser Desorption/Ionization (SELDI) technology for approximately $18 million in cash.  The acquisition includes certain product lines, manufacturing capability, and intellectual property as well as access to Ciphergen's life science customer base.  Under the terms of the agreement, Ciphergen will retain rights to the diagnostics market.  Through a separate supply agreement, Bio-Rad will supply instruments and reagents to Ciphergen to support their diagnostics business.  The total purchase of $18.0 million included $5.4 million of net tangible assets, $1.0 million of goodwill and $11.6 million of intangible assets.  The SELDI patent is presently under review by the U.S. Patent and Trademark Office.  If the patent is granted, we will pay an additional $2.0 million to Ciphergen.  All goodwill will be dedu ctible for tax purposes.  Purchased in-process research and development of $3.8 million was charged to expense in the fourth quarter of 2006.  The allocation of the total purchase price to net tangible assets, goodwill and other intangible assets has been recorded at their fair market value based upon management estimates and third party valuations.  The results of this acquisition are included in our consolidated financial statements from the acquisition date, in our Life Science segment.  We also made a $3.0 million equity investment in Ciphergen as part of the transaction.


In October 2006, we completed the acquisition of Blackhawk BioSystems, Inc. for approximately $16.7 million in cash.  With the acquisition of the Blackhawk infectious disease controls, we will be able to offer a broader line of quality control products for the clinical laboratory.  Bio-Rad acquired $2.2 million of net tangible liabilities, $5.3 million of goodwill and $13.6 million of intangible assets.  All goodwill will not be deductible for tax purposes.  Purchased in-process research and development of $0.3 million was charged to expense in the fourth quarter of 2006.  The allocation of the total purchase price to net tangible liabilities, goodwill and other intangible assets has been recorded at their fair market value based upon management estimates and third party valuations.  The results of Blackhawk are included in our consolidated financial statements from the acquisition date, in our Clinical Diagnostics segment.


Pro forma results of operations for our business acquisitions have not been presented because the effects were not material to the consolidated financial statements on either an individual or aggregate basis.



13



3.

SHORT-TERM INVESTMENTS


Short-term investments consist of the following (in millions):


 

December 31,

 

 

2006 

 

2005

Available-for-sale securities:

 

 

 

 

Corporate obligations

 

$   143.7 

 

$     31.4 

Asset backed securities

 

43.5 

 

36.6 

U.S Agencies

 

32.5 

 

25.5 

Mortgage backed securities

 

15.4 

 

10.2 

Marketable equity securities

 

14.4 

 

-- 

Variable rate notes

 

10.0 

 

8.7 

Auction rate securities

 

-- 

 

3.9 

Certificates of deposit

 

5.0 

 

-- 

 

 

 

 

 

Total short-term investments

 

$   264.5 

 

$    116.3 


Management classifies investments in marketable securities at the time of purchase and reevaluates such classification at each balance sheet date.  Securities classified as Available-for-sale are stated at fair value which approximates cost.  As of December 31, 2006, the short-term investments will mature within one year.


4.

INVESTMENTS


We own shares of ordinary voting stock of Sartorius AG, of Goettingen, Germany, a process technology supplier to the biotechnology, pharmaceutical, chemical and food and beverage industries.  We purchased shares in 2006 and 2005 for approximately $6 and $4 million, respectively, bringing our total investment to approximately 27% of the outstanding voting shares of Sartorius at December 31, 2006.  The Sartorius family trust and Sartorius family members hold a controlling interest of the outstanding voting shares.  We do not have any representative or designee on Sartorius’ board of directors, nor do we have any other influence over the operating and financial policies of Sartorius.  Therefore, we account for this investment using the cost method.  This investment is reported in Other assets.


In December 1997, we began investing in Instrumentation Laboratory, S.p.A. (IL), an Italian based clinical diagnostics company.  A privately held company based in Spain controls the majority of the outstanding stock of IL.  As of December 31, 2004, we valued our investment in IL at $4.0 million which reflects a $2.4 million write-down recorded in Other income, net.  In October 2005, Bio-Rad entered into an agreement to sell all its shares back to IL.  We received cash of $12.0 million and recorded in Other income, net, a pre-tax gain of $7.9 million (see Note 11).



14



During July 2006, Accent Semiconductor Technology Inc. (Accent), a private company, was acquired by Nanometrics Inc. (Nanometrics), a publicly held company.  In preparation for the merger, Accent repaid the $11.8 million note receivable and accrued interest owed to Bio-Rad as part of Accent’s 2000 purchase of the assets and certain liabilities of our former semiconductor and optoelectronic metrology business.  As part of the merger agreement, we tendered our ownership interest in Accent in exchange for approximately 600,000 shares of Nanometrics stock valued at $5.4 million on conversion.  We also received a $2.5 million facilitation fee for aiding in the merger.  These transactions resulted in a gain of $4.7 million included in Other (income) expense, net (see Note 11).  Our current ownership interest in Nanometrics is less than 5%, is marked to market and is included in Other assets.  There are certain restri ctions on selling our Nanometrics shares within the first year of ownership.


On July 26, 2005, BioSource International, Inc. (BioSource) announced in a press release that it had entered into a definitive merger agreement under which Invitrogen Corporation would acquire BioSource for $12.50 per share in cash.  In October 2005, we tendered our shares of BioSource to Invitrogen Corporation for $12.50 per share in cash and received cash of $8.3 million.  We recorded in Other income, net, a pre-tax gain of $3.3 million (see Note 11).


5.

DISCONTINUED OPERATIONS


On May 31, 2004, we sold a group of assets and transferred certain liabilities that comprise a substantial portion of our confocal microscopy product line to Carl Zeiss Jena GmbH. Proceeds of $19.8 million were offset by net assets of $5.7 million, lease settlements of $6.7 million and severance, legal and other costs of $1.7 million resulting in a pre-tax gain of $5.7 million.  As required by SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, with the disposition of this asset group, the sales and expenses related to this product line for current and prior periods have been reclassified as a separate line on the income statement titled “Discontinued Operations.”  During 2005, Bio-Rad reached an agreement to settle the $6.7 million lease commitment and revised our lease settlement estimate to $2.7 million to exit the facility in 2005.  Consequently, we recognized a $4.0 million gain on the r evised disposition.  There were no sales or pre-tax operating losses attributable to the discontinued operations for the years ended December 31, 2006 and 2005.  The discontinued operations generated net sales of $6.3 million and a pre-tax operating loss of $2.0 million for the year ended December 31, 2004.


6.

GOODWILL AND OTHER PURCHASED INTANGIBLE ASSETS


As part of the acquisition of Ciphergen Biosystems, Inc. in December 2006 (see Note 2), we added $1.0 million of goodwill and $7.8 million of intangible assets: $7.2 million of developed technology and $0.6 million in customer lists.  The intangibles are recorded in our Life Science segment.


As part of the acquisition of Blackhawk BioSystems, Inc. in October 2006 (see Note 2), we added $5.3 million of goodwill and $13.3 million of intangible assets: $11.5 million of developed technology, $0.4 million of covenants not to compete, $0.2 million of customer lists, and $1.2 million of other intangibles.  These intangibles are part of our Clinical Diagnostics segment.



15



In March 2005, we purchased the rights to certain patents for $1.0 million.  In June 2004, we purchased $14.0 million of intangible assets related to licensing agreements.  We paid $6.0 million upon acquisition and $4.0 million in the third quarter of 2004.  The remaining $4.0 million was paid in 2005.  These intangibles are part of our Clinical Diagnostics segment.


During the fourth quarter of 2005, $19.8 million of impairment losses related to intangible and long-lived assets were recorded in the Life Science segment.  Of these losses, $15.8 million related to intangible and tangible assets acquired from MJ GeneWorks (MJ).  The circumstance leading to the impairment was the November 10, 2005 recommended ruling of the Connecticut Federal District Court that it would not enforce the August 30, 2005 settlement between Bio-Rad, Applera and Roche (see Note 14).  As a result of this decision Bio-Rad continued to be barred from selling, servicing or marketing MJ thermal cyclers and real time polymerase chain reaction (PCR) equipment in the United States.  The asset group impaired included fixed assets at the Massachusetts manufacturing location making the MJ cyclers along with intangible assets related to developed technology, U.S. customer mailing lists, trade names and non-compete agreement s.  The determination of fair value was calculated converting estimated future cash flows to their present value, using the rate of return expected by an investor for an investment with similar perceived risk.  Additionally, $4.0 million of intangible and tangible assets related to our microarray product line manufactured in Waterloo, Canada were impaired.  In the fourth quarter, we decided to close the plant and no longer manufacture the products that related to the specific patents purchased from Virtek in 2002.  We have developed new microarray products that do not use the technology covered in the patents.  The discontinued products covered by the patents will have negligible sales and cash flow in 2007 and beyond.


Goodwill balances have been included in corporate for segment reporting purposes in Note 15.


Other than goodwill, we have no intangible assets with indefinite lives.  Information regarding our identifiable purchased intangible assets is as follows (in millions):


 

December 31, 2006

 

Average 

 

 

 

 

Useful Life 

Carrying 

Accumulated 

 

 

(years)

Amount 

Amortization 

Net 

Developed Product Technology

2-15 

$    27.9 

$     3.6 

$  24.3 

Licenses

13 

14.0 

2.2 

11.8 

Know How

1-4 

9.8 

5.7 

4.1 

Covenants Not to Compete

2-5 

2.4 

1.1 

1.3 

Patents

1.0 

0.1 

0.9 

Customer Lists

2-15 

1.4 

0.4 

1.0 

Other

5-15 

1.3 

0.1 

1.2 

 

 

$    57.8 

$   13.2 

$  44.6 




16




 


December 31, 2005

 

Average 

 

 

 

 

Useful Life 

Carrying 

Accumulated 

 

 

(years)

Amount 

Amortization 

Net 

Developed Product Technology

3-6 

$     9.2 

$      1.4 

$   7.8 

Licenses

14 

14.0 

1.3 

12.7 

Know How

1-5 

8.7 

3.7 

5.0 

Covenants Not to Compete

2.0 

0.7 

1.3 

Patents

1.0 

-- 

1.0 

Customer Lists

0.6 

0.2 

0.4 

Other

1-6 

2.2 

2.0 

0.2 

 

 

$    37.7 

$      9.3 

$  28.4 


Recorded purchased intangible asset amortization expense for the years ended December 31, 2006, 2005, and 2004 was $5.3 million, $11.0 million and $6.9 million, respectively.  Estimated purchased intangible asset amortization expense (based on existing intangible assets) for the years ended December 31, 2007, 2008, 2009, 2010 and 2011 is $6.9 million, $6.3 million, $4.8 million, $3.6 million and $2.9 million, respectively.


7.

NOTES PAYABLE AND LONG-TERM DEBT


Notes payable include local credit lines maintained by our subsidiaries aggregating approximately $33.5 million, of which $30.1 million was unused at December 31, 2006.  At December 31, 2005, these lines aggregated approximately $34.1 million, of which $30.8 million was unused.  The weighted average interest rate on these lines was 4.5% and 8.3% at December 31, 2006 and 2005, respectively.  Bio-Rad Laboratories, Inc. guarantees most of these credit lines.


In June 2005, Bio-Rad entered into a new Credit Agreement, which amends and restates the Credit Agreement dated September 9, 2003, as amended December 8, 2004.  Borrowings are permitted up to a maximum of $150.0 million on a revolving basis and can be used to make acquisitions, for working capital and for other general corporate purposes.  Borrowings under this line of credit carry a floating rate of interest based on a reference rate dictated by the type of borrowing plus the applicable margin.  Under certain conditions, the Credit Agreement may be increased up to an additional $50 million.  The credit agreement will mature on June 21, 2010.


The Credit Agreement is secured by substantially all of our personal property assets, the assets of our domestic subsidiaries and 65% of the capital stock of certain foreign subsidiaries.  It is guaranteed by all of our existing and future domestic subsidiaries (other than immaterial domestic subsidiaries as defined for purposes of the Credit Agreement).



17



The principal components of Long-term debt are as follows (in millions):


 

December 31,

 

 

2006

 

2005

 

 

 

 

 

7.5% Senior Subordinated Notes

 

$   225.0 

 

$   225.0 

6.125% Senior Subordinated Notes

 

200.0 

 

200.0 

Capitalized leases

 

1.1 

 

1.1 

 

 

426.1 

 

426.1 

Less current maturities

 

(0.5)

 

(0.4)

Long-term debt

 

$   425.6 

 

$   425.7 

 

 

 

 

 


In December 2004, Bio-Rad sold $200.0 million principal amount of Senior Subordinated Notes due 2014 (6.125% Notes).  The notes pay a fixed rate of interest of 6.125% per year.  Upon any sale of our common stock, we have the right to repurchase up to 35% of the 6.125% Notes any time prior to December 15, 2007 at a specified redemption price plus accrued and unpaid interest and certain other charges.  Furthermore, we have the option to redeem any or all of the 6.125% Notes at various declining redemption prices or at 100% of the principal amount plus the “applicable premium” (as defined by the indenture) along with accrued and unpaid interest and certain other charges depending on the date redeemed.  Bio-Rad’s obligations under the 6.125% Notes are not secured, rank equal to other senior subordinated notes and rank junior to all Bio-Rad’s existing and future senior debt.


In August 2003, Bio-Rad sold $225.0 million principal amount of Senior Subordinated Notes due 2013 (7.5% Notes).  The notes pay a fixed rate of interest of 7.5% per year.  We have the option to redeem any or all of the 7.5% Notes at various declining redemption prices or at 100% of the principal amount plus the “applicable premium” (as defined by the indenture) along with accrued and unpaid interest and certain other charges depending on the date redeemed.  Bio-Rad’s obligations under the 7.5% Notes are not secured, rank equal to other senior subordinated notes and rank junior to all Bio-Rad’s existing and future senior debt.


The Credit Agreement, the 6.125% Notes, and the 7.5% Notes require Bio-Rad to comply with certain financial ratios and covenants, among other things.  The covenants include a leverage ratio test, an interest coverage test and a consolidated net worth test.  There are also restrictions on our ability to declare or pay dividends, incur debt, guarantee debt, enter into transactions with affiliates, merge or consolidate, sell assets, make investments, create liens and prepay subordinated debt.  We were in compliance with all financial ratios as of December 31, 2006 and 2005.


Maturities of long-term debt at December 31, 2006 are as follows: 2007 - $0.5 million; 2008 - $0.4 million; 2009 - $0.1 million; 2010 - $0.1 million; 2011 - $0.0 million; thereafter - $425.0 million.



18



8.

INCOME TAXES


The U.S. and international components of income before taxes are as follows (in millions):


 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

U.S.

 

$     66.8 

 

$    35.0 

 

$      3.5 

International

 

75.2 

 

58.4 

 

93.8 

Income from continuing operations before taxes

 

$   142.0 

 

$    93.4 

 

$    97.3 


The provision (benefit) for income taxes consists of (in millions):


 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

Current:

 

 

 

 

 

 

U.S.

 

$    13.2 

 

$    11.6 

 

$    (2.4)

International

 

24.6 

 

22.6 

 

36.4 

 

 

37.8 

 

34.2 

 

34.0 

Deferred:

 

 

 

 

 

 

U.S.

 

$     0.8 

 

$   (13.6)

 

$    (5.1)

International

 

0.2 

 

(4.8)

 

2.1 

 

 

1.0 

 

(18.4)

 

(3.0)

Provision for income taxes

 

$    38.8 

 

$    15.8 

 

$    31.0 


Bio-Rad’s income tax provision differs from the amount computed by applying the U.S. federal statutory rate to income before taxes as follows:


 

Year Ended December 31,

 

2006

2005

2004

U. S. statutory tax rate

35%

35%

35%

State taxes, net of federal benefit

-- 

Foreign income at other than U.S. tax rates

(1)

(7)

(1)

Foreign losses not benefited

Non-taxable dividend income

(3)

(6)

(2)

Export sales benefit

(2)

(3)

(2)

Tax credits

(2)

(2)

(2)

Capital losses not benefited/(benefited)

-- 

(5)

Increase (decrease) in tax reserves

(1)

Other

(3)

(1)

(1)

Provision for income taxes

27%

17%

32%

 

 

 

 




19



Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.  Significant components of deferred tax assets and liabilities are as follows (in millions):


 

Year Ended

December 31,

 

2006 

 

2005 

Deferred tax assets

 

 

 

Bad debt reserve

$      4.2 

 

$      3.2 

Inventory reserve

13.2 

 

12.2 

Warranty reserve

6.1 

 

5.5 

Vacation pay reserve

6.3 

 

6.0 

Net operating loss

16.2 

 

10.1 

Royalty reserve

-- 

 

4.4 

Retirement reserve

3.8 

 

3.6 

Depreciation

6.2 

 

5.5 

In-process R&D, goodwill and acquired intangible assets

16.5 

 

15.3 

State tax credit carryforward

7.2 

 

6.4 

Miscellaneous – other items

15.3 

 

12.0 

Valuation allowance

(26.5)

 

(17.7)

 

68.5 

 

66.5 

Deferred tax liabilities

 

 

 

Unrealized holding gains

10.6 

 

4.8 

Deferred gain

5.2 

 

5.2 

Development cost of Hercules facility

0.8 

 

1.2 

Foreign exchange gain/loss

2.3 

 

2.3 

Depreciation

1.9 

 

5.6 

Goodwill and acquired intangible assets

9.4 

 

2.0 

Miscellaneous – other items

3.3 

 

2.8 

 

$  33.5 

 

$     23.9 


At December 31, 2006, Bio-Rad's international subsidiaries had combined net operating loss carryforwards of $39.4 million.  These loss carryforwards have no expiration date.  The utilization of these carryforwards is limited to the separate taxable income of each individual subsidiary.


At December 31, 2006, Bio-Rad had an unutilized domestic net operating loss carryforward of $11.7 million.  The loss carryforward will expire in the year 2018.  The utilization of the loss carryforward is limited to Bio-Rad's domestic taxable income.  At December 31, 2006, Bio-Rad had a California tax credit carryforward of $7.2 million.  The credit carryforward has no expiration date.  The utilization of the tax credit carryforward is limited to the extent Bio-Rad has California taxable income.



20



A valuation allowance is needed to reduce the deferred tax assets to an amount that is more likely than not to be realized. The net change in the valuation allowance in 2006 was an increase of $8.8 million, primarily relating to net operating losses acquired or incurred and credit carryforwards in jurisdictions with no future projected earnings.


Bio-Rad does not provide taxes which would be payable if the cumulative undistributed earnings of its international subsidiaries, approximately $314 million at December 31, 2006, were remitted to the U.S. parent company.  Unless it becomes advantageous to remit earnings for tax reasons, foreign exchange reasons, or to fulfill working capital or investment requirements, such earnings are indefinitely reinvested in its operations.  If these earnings were repatriated to the United States, they would generate foreign tax credits that would reduce the U.S. federal tax liability associated with the distribution.  The potential deferred tax liability for these earnings would be approximately $50 million.


9.

STOCKHOLDERS' EQUITY


Bio-Rad's outstanding stock consists of Class A Common Stock (Class A) and Class B Common Stock (Class B).  Each share of Class A and Class B participates equally in the earnings of Bio-Rad, and is identical in most respects except that Class A has limited voting rights.  Each share of Class A is entitled to one-tenth of a vote on most matters, and each share of Class B is entitled to one vote.  Additionally, Class A stockholders are entitled to elect 25% of the Board of Directors and Class B stockholders are entitled to elect the balance of the directors.  Cash dividends may be paid on Class A shares without paying a cash dividend on Class B shares but no cash dividend may be paid on Class B shares unless at least an equal cash dividend is paid on Class A shares.  Class B shares are convertible at any time into Class A shares on a one-for-one basis at the option of the stockholder.


10.

STOCK OPTION AND PURCHASE PLANS


Description of Share-Based Compensation Plans


Stock Option Plans

We have two stock option plans for officers and certain other employees: the Amended 1994 Stock Option Plan (the “1994 Plan”) and the 2003 Stock Option Plan (the “2003 Plan”).  Both plans authorize the grant to employees of incentive stock options and non-qualified stock options.  The maximum number of shares issuable under the 2003 Plan is 1,675,000 shares and may be of either Class A or Class B Common Stock.  Of these shares, 823,090 remain available to be granted as of December 31, 2006.  We no longer make stock option grants under the 1994 Plan.


Under both of these plans, Class A and Class B options are granted at prices not less than fair market value on the date of grant.  Generally, options granted have a term of 10 years and vest in increments of 20% per year over a five-year period on the yearly anniversary date of the grant.  For options granted before January 1, 2001, options vest in increments of 25% over a four-year period on the yearly anniversary date of the grant.



21



Employee Stock Purchase Plan (ESPP)

Bio-Rad has an employee stock purchase plan that provides that eligible employees may contribute up to 10% of their compensation up to $25,000 annually toward the quarterly purchase of our Class A common stock.  The employees purchase price is 85% of the lesser of the fair market value of the stock on the first business day or the last business day of each calendar quarter.  Bio-Rad has authorized the sale of 2,390,000 shares of common stock under the ESPP.


Stock Options


The following table summarizes stock option activity (amounts reported in the Price columns represent the weighted average exercise price):


 

Year Ended December 31,

 

2006

 

2005

 

2004

 

Shares

 

Price 

 

Shares 

 

Price

 

Shares

 

Price 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

1,589,206 

 

$ 34.43 

 

1,630,717 

 

$ 27.14 

 

1,582,915 

 

$ 20.04 

Granted

313,233 

 

62.68 

 

307,822 

 

57.25 

 

306,990 

 

53.82 

Exercised

(177,867)

 

25.81 

 

(299,485)

 

16.26 

 

(221,759)

 

14.02 

Forfeited/Expired

(56,803)

 

51.79 

 

(49,848)

 

46.05 

 

(37,429)

 

23.58 

Outstanding at end of year

1,667,769 

 

$ 40.06 

 

1,589,206 

 

$ 34.43 

 

1,630,717 

 

$ 27.14 

 

 

 

 

 

 

 

 

 

 

 

 

Options exercisable at year-end

815,318 

 

$ 25.65 

 

746,765 

 

$ 20.50 

 

849,633 

 

$ 15.22 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average fair value of

 

 

 

 

 

 

 

 

 

 

 

options granted during the year

 

 

$ 29.85 

 

 

 

$ 20.76 

 

 

 

$ 18.74 

 

 

 

 

 

 

 

 

 

 

 

 


The following summarizes information about stock options outstanding at December 31, 2006:


 

Options Outstanding

 

Options Exercisable



Range of

Exercise Prices


Number

Outstanding

at 12/31/06

Weighted Average

Remaining

Contractual Life

(in years)

Weighted

Average

Exercise

Price

 


Number

Exercisable

at 12/31/06


Weighted

Average

Exercise Price

 

 

 

 

 

 

 

$10.75 - $11.94 

282,977 

3.42 

$ 11.34 

 

282,977 

$ 11.34 

$11.97 - $28.61 

269,614 

2.87 

$ 21.38 

 

224,005 

$ 19.91 

$28.88 - $36.00 

283,585 

5.51 

$ 34.06 

 

169,710 

$ 33.52 

$36.50 - $53.75 

253,407 

6.94 

$ 53.09 

 

89,629 

$ 53.03 

$56.05 - $57.49 

269,954 

8.10 

$ 57.13 

 

48,865 

$ 57.09 

$58.85 - $69.30 

308,232 

9.00 

$ 62.62 

 

132 

$ 58.85 




22



The weighted average remaining contractual term for stock options outstanding and exercisable was 6.01 years and 4.22 years, respectively, as of December 31, 2006.  The aggregate intrinsic value for stock options outstanding and exercisable was $70.8 million and $46.4 million, respectively, as of December 31, 2006.  The total intrinsic value of stock options exercised during the year ended December 31, 2006 was approximately $8 million.  Intrinsic value for stock options is defined as the difference between the current market value and the grant price.


Cash received from stock options exercised during the year ended December 31, 2006 was $4.6 million.  The actual tax benefit realized for the tax deductions from stock options exercised totaled $1.8 million in 2006.


As of December 31, 2006, there was $9.8 million of total unrecognized compensation cost from stock options. That cost is expected to be recognized over a weighted-average period of approximately two years.


We currently use the Black-Scholes option-pricing model to calculate the fair value of share-based awards.  This model incorporates various assumptions including volatility, interest rate and expected life.  The following table summarizes the assumptions used to compute the weighted average fair value of stock option grants.


 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

Expected volatility

 

36%

 

37%

 

39%

Risk-free interest rate

 

4.62%

 

3.45%

 

2.73%

Expected life (in years)

 

7.4 

 

4.7 

 

4.3 

Expected dividend

 

-- 

 

-- 

 

-- 


Volatility was based on the historical volatilities of our common stock for a period equal to the stock option’s expected life.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant.  In 2005, the expected life was estimated using the historical exercise behavior of employees.  In 2006, we estimated the expected life using the simplified method described in the SEC’s Staff Accounting Bulletin No. 107.  We do not anticipate paying any cash dividends in the future and therefore use an expected dividend yield of zero.


Employee Stock Purchase Plan


The fair value of the employee’s purchase rights was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions.


 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

Expected volatility

 

28%

 

29%

 

21%

Risk-free interest rate

 

4.66%

 

2.95%

 

1.22%

Expected life (in years)

 

.25 

 

.25 

 

.25 

Expected dividend

 

-- 

 

-- 

 

-- 

Weighted average fair value

 

 

 

 

 

 

  of purchase rights

 

$13.68 

 

$11.38 

 

$10.81 




23



The major assumptions are primarily based on historical data.  Volatility was based on the historical volatilities of our common stock for a period equal to the purchase right’s expected life.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant.  We do not anticipate paying any cash dividends in the future and therefore use an expected dividend yield of zero.


We sold 99,888 shares for $5.3 million, 92,869 shares for $4.0 million and 68,932 shares for $3.1 million under the ESPP to employees in 2006, 2005 and 2004, respectively.  At December 31, 2006, 507,550 shares remain authorized under the ESPP.


We currently issue new shares to satisfy stock option exercises and ESPP stock purchases, but may use repurchased stock to fulfill our obligations.


Impact of Adoption of SFAS 123(R)


For the year ended December 31, 2006, we recognized pre-tax share-based compensation expense of $5.4 million and after-tax share based compensation expense of $4.6 million.  After-tax share-based compensation expense reduced each of our net income per share and diluted net income per share by $0.17, for the year ended December 31, 2006.


Included in our share-based compensation expense is the cost related to prior year option grants that vest after January 1, 2006 and the cost related to our ESPP stock purchases.


Prior to the adoption of SFAS 123(R), we presented all benefits of tax deductions resulting from the exercise of share-based compensation as operating cash flows in the Consolidated Statements of Cash Flows.  SFAS 123(R) requires the benefits of tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows.  The recognized tax benefit was $1.4 million for the year ended December 31, 2006.


For options granted before January 1, 2006, we amortized the fair value on an accelerated basis.  For options granted after January 1, 2006, we amortized the fair value on a straight-line basis.  All options are amortized over the requisite service periods of the awards, which are generally the vesting periods.


In accordance with SFAS 123(R), we recognize share-based compensation net of estimated forfeitures.  Prior to January 1, 2006, we recognized forfeitures and the corresponding reduction in pro forma expenses as they occurred.



24



Pro forma Information Under SFAS 123 for Years Prior to 2006


The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS 123 in accounting for the compensation cost for our stock option and stock purchase plans (in millions, except per share data).


 

 

Year Ended

December 31,

 

 

2005 

 

2004 

 

 

 

 

 

Net income, as reported

 

$    81.6 

 

$    68.2 

Deduct: Total stock based employee compensation expense

 

 

 

 

determined under fair value methods for all awards

 

 

 

 

net of related tax effects

 

3.4 

 

3.0 

Pro forma net income

 

$    78.2 

 

$    65.2 

 

 

 

 

 

Earnings per share:

 

 

 

 

Basic -- as reported

 

$    3.13 

 

$    2.65 

Basic -- pro forma

 

$    3.00 

 

$    2.54 

 

 

 

 

 

Diluted -- as reported

 

$    3.06 

 

$    2.58 

Diluted -- pro forma

 

$    2.93 

 

$    2.47 


11.

OTHER INCOME AND EXPENSE


Other income, net includes the following income (expense) components (in millions):


 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

Interest and investment income

 

$   22.3 

 

$   16.7 

 

$   6.6 

Income from equity investee

 

-- 

 

0.1 

 

3.1 

Write-down of investments (Note 4)

 

-- 

 

-- 

 

(2.4)

Litigation settlement (Note 14)

 

-- 

 

(1.2)

 

1.9 

Gains on sales of investments (Note 4)

 

4.7 

 

11.2 

 

-- 

Miscellaneous other items

 

2.0 

 

2.2 

 

1.9 

Other income, net

 

$   29.0 

 

$   29.0 

 

$  11.1 




25



12.

SUPPLEMENTAL CASH FLOW INFORMATION


The reconciliation of net income to net cash provided by operating activities is as follows (in millions):


 

Year Ended December 31, 

 

2006 

 

2005 

 

2004 

 

 

 

 

 

 

Net Income

$    103.3 

 

$       81.6 

 

$      68.2 

Adjustments to reconcile income to

 

 

 

 

 

net cash provided by operating activities

 

 

 

 

 

(net of effects of acquisitions):

 

 

 

 

 

Depreciation

48.7 

 

49.1 

 

46.2 

Amortization

6.7 

 

11.9 

 

9.3 

Excess tax benefits from stock compensation

(1.4)

 

-- 

 

-- 

Stock-based compensation

5.4 

 

-- 

 

-- 

Foreign currency economic hedge transactions, net

2.2 

 

(6.4)

 

(6.5)

Gains on dispositions of securities

(0.1)

 

(13.3)

 

(1.9)

Increase in accounts receivable, net

(25.5)

 

(7.7)

 

(4.4)

Increase in inventories, net

(22.8)

 

(18.7)

 

(5.5)

Decrease (increase) in other current assets

16.9 

 

(12.1)

 

3.5 

Increase in accounts payable

 

 

 

 

 

and other current liabilities

17.3 

 

20.5 

 

1.1 

Increase (decrease) in income taxes payable

3.8 

 

1.6 

 

(2.8)

Increase (decrease) in deferred taxes

1.2 

 

(15.0)

 

2.5 

Write-down of investments

-- 

 

-- 

 

2.4 

Impairment losses on long-lived assets

-- 

 

19.8 

 

-- 

Litigation settlement related to MJ acquisition

(47.0)

 

-- 

 

-- 

Other

9.5 

 

(3.0)

 

11.0 

Net cash provided by operating activities

$    118.2 

 

$      108.3 

 

$     123.1 


13.

COMMITMENTS AND CONTINGENT LIABILITIES


Rents and Leases


Net rental expense under operating leases was $26.7 million in 2006, $23.7 million in 2005 and $23.0 million in 2004.  Leases are principally for facilities and automobiles.


Annual future minimum lease payments at December 31, 2006 under operating leases are as follows: 2007 - $27.7 million; 2008 - $19.3 million; 2009 - $12.1 million; 2010 - $8.8 million; 2011 - $7.1 million; subsequent to 2011 - $9.9 million.



26



Deferred Profit Sharing Retirement Plan


We have a profit sharing plan covering substantially all U.S. employees.  Contributions are made at the discretion of the Board of Direct­ors.  Bio-Rad has no liability other than for the current year's contribu­tion.  Contributions charged to income were $7.8 million, $7.5 million and $7.0 million in 2006, 2005 and 2004, respectively.


Other Post-Employment Benefits


In several foreign locations we are statutorily required to provide a lump sum severance or termination indemnity to our employees.  Under these plans, the vested benefit obligation at December 31, 2006 and 2005 was $17.4 million and $15.4 million, respectively and has been included in Other long-term liabilities in the consolidated balance sheets.  These plans are not required to be funded, and as such, there is no trust or other device used to accumulate assets to settle these obligations.


Foreign Exchange Contracts


We enter into forward foreign exchange con­tracts as an economic hedge against foreign currency denominated intercompany receivables and payables.  At December 31, 2006, we had contracts maturing in January through March 2007 to sell foreign currency with a nominal value of $48.1 million and an unrealized gain of $0.2 million.  Contracts to purchase foreign currency had a nominal value of $19.2 million with a negligible unrealized loss.


Insurance


We carry a deductible for workers' compensation and a portion of our group health insurance cost.  Accruals for losses are based on our claims experience and actuarial assumptions followed in the insurance industry.  Should a greater amount of claims occur compared to our estimates or cost of medical care increase beyond what has been anticipated, reserves recorded may not be sufficient and additional charges to income may be required.


Letters of Credit


In the ordinary course of business, we are at times required to post letters of credit.  The letters of credit are issued by our banks to guarantee our obligations to insurance companies. We were contingently liable for $5.3 million of standby letters of credit with banks as of December 31, 2006.


Taxes


Settlement of open tax years, as well as tax issues in other countries where we conduct our business, are not expected to have a material effect on the consolidated financial position or liquidity of Bio-Rad and, in the opinion of management, adequate provision has been made for income and franchise taxes for all years under examination or subject to future examination.



27



14.

LEGAL PROCEEDINGS


On February 9, 2006, Bio-Rad completed negotiations with Applera Corporation (Applera) and Roche Molecular Systems, Inc. to settle the patent infringement litigation against MJ Research, Inc. (MJ Research) which Bio-Rad acquired in 2004.  The total net settlement amount, including amounts related to previously accrued back royalties, was approximately $62 million.  We recognized $1.2 million of additional expense in the fourth quarter of 2005 to adjust our estimated liability as a result of the settlements.  In connection with the settlements, we entered into a royalty-bearing license agreement with Applera relating to our real-time instrument business in the United States and a term limited license in the rest of the world.


Applera filed an action in the Regional Court of Düsseldorf, Germany in February 2003 against Bio-Rad alleging infringement of a European patent relating to real-time PCR thermal cycler technology.  MJ Research is also a defendant in this action.  The suit seeks actual damages, costs and expenses and injunctive relief.  In May 2004, the Düsseldorf court issued an adverse ruling against MJ Research and us, which included an injunction against us and MJ Research from selling any real-time PCR instruments and reagents in Germany.  In December 2004, the European Patent Office revoked the patent for lack of novelty and the injunctions against MJ Research and Bio-Rad were lifted, allowing MJ Research and us to resume sales of real-time PCR thermal cyclers and reagents.  Applera appealed revocation of the patent, and in July 2006 the European Patent Office reversed its novelty rejection and reinstated the patent, subj ect to further review by the Opposition Division of the European Patent Office for other grounds for revocation.  The patent will be returned to the Opposition Division for review of these other issues.


We are party to various claims, legal actions and complaints arising in the ordinary course of business. We do not believe that any ultimate liability resulting from any of these lawsuits will have a material adverse effect on our results of operations, financial position or liquidity.  However, we cannot give any assurance regarding the ultimate outcome of these lawsuits and their resolution could be material to our operating results for any particular period, depending upon the level of income for the period.


15.

SEGMENT INFORMATION


Bio-Rad is a multinational manufacturer and worldwide distributor of its own life science research products and clinical diagnostics products.  We have two reportable segments:  Life Science and Clinical Diagnostics.  These reportable segments are strategic business lines that offer different products and services and require different marketing strategies.


The Life Science segment develops, manufactures, sells and services reagents, apparatus and instruments used for biological research.  These products are sold to university and medical school laboratories, pharmaceutical and biotechnology companies, food testing laboratories and government and industrial research facilities.


The Clinical Diagnostics segment develops, manufactures, sells and services automated test systems, informatics systems, test kits and specialized quality controls for the healthcare market.  These products are sold to reference laboratories, hospital laboratories, state newborn screening facilities, physicians’ office laboratories, transfusion laboratories, and insurance and forensic testing laboratories.



28



The remainder of our former Analytical Instruments segment is included in Other Operations.  The material product lines of this segment were sold in 2001 and 2000.


The accounting policies of the segments are the same as those described in Significant Accounting Policies (see Note 1).  Segment profit or loss used for corporate management purposes includes an allocation of corporate expense based upon sales and an allocation of interest expense based upon accounts receivable and inventories.  Segments are expected to manage only assets completely under their control.  Accordingly, segment assets include primarily accounts receivable, inventories and gross machinery and equipment.  Goodwill balances have been included in corporate for segment reporting purposes.


Information regarding industry segments at December 31, 2006, 2005 and 2004 and for the years then ended is as follows (in millions):


 

 

 

Life 

 

Clinical 

 

Other 

 

 

 

Science 

 

Diagnostics 

 

Operations 

 

 

 

 

 

 

 

 

Segment net sales

2006

 

$   575.6 

 

$   684.9 

 

$   13.4 

 

2005

 

549.9 

 

618.4 

 

12.6 

 

2004

 

504.7 

 

576.4 

 

8.9 

 

 

 

 

 

 

 

 

Allocated interest expense

2006

 

$     13.0 

 

$     18.8 

 

$     0.2 

 

2005

 

13.8 

 

18.7 

 

0.1 

 

2004

 

8.0 

 

12.1 

 

0.1 

 

 

 

 

 

 

 

 

Depreciation and amortization

2006

 

$     18.0 

 

$     33.8 

 

$     0.3 

 

2005

 

24.6 

 

33.0 

 

0.1 

 

2004

 

18.8 

 

32.6 

 

0.2 

 

 

 

 

 

 

 

 

Segment profit (loss)

2006

 

$     25.7 

 

$     89.6 

 

$     0.6 

 

2005

 

(0.5)

 

64.4 

 

(0.6)

 

2004

 

31.4 

 

60.1 

 

(0.1)

 

 

 

 

 

 

 

 

Segment assets

2006

 

$   318.5 

 

$   458.8 

 

$     7.8 

 

2005

 

276.3 

 

392.9 

 

5.4 

 

2004

 

277.5 

 

401.2 

 

6.0 

 

 

 

 

 

 

 

 

Capital expenditures

2006

 

$     10.3 

 

$     34.7 

 

$     0.3 

 

2005

 

11.9 

 

25.1 

 

0.1 

 

2004

 

24.1 

 

34.6 

 

0.1 


The Life Science segment profit (loss) for 2006 includes $3.8 million of in-process research and development expense purchased in the Ciphergen acquisition and 2005 includes $19.8 million of impairment losses on long-lived assets (see Note 6).  The Life Science segment profit (loss) for 2004 includes $13.7 million of in-process research and development expense purchased as part of the MJ GeneWorks, Inc. acquisition.



29



The difference between total segment allocated interest expense, depreciation and amortization, and capital expenditures and the corresponding consolidated amounts is attributable to our corporate headquarters.  The following reconciles total segment profit to consolidated income before taxes (in millions):


 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

Total segment profit

 

$      115.9 

 

$        63.3 

 

$         91.4 

Other income, net

 

29.0 

 

29.0 

 

11.1 

Foreign exchange gains (losses)

 

(1.1)

 

1.5 

 

(2.4)

Net corporate operating, interest and other

 

 

 

 

 

 

income and expense not allocated to segments

 

(1.8)

 

(0.4)

 

     (2.8)

Consolidated income before taxes

 

 

 

 

 

 

from continuing operations  

 

$     142.0 

 

$         93.4

 

$         97.3 


The following reconciles total segment assets to consolidated total assets (in millions):


 

 

December 31,

 

 

2006

 

2005

 

 

 

 

 

Total segment assets

 

$     785.1 

 

$     674.6 

Cash and other current assets

 

594.2 

 

563.1 

Net property, plant and equipment excluding

 

 

 

 

segment specific gross machinery and equipment

 

(50.8)

 

(35.3)

Goodwill

 

119.5 

 

113.3 

Other long-term assets

 

148.2 

 

110.9 

Total assets

 

$  1,596.2 

 

$  1,426.6 


The following presents sales to external customers by geographic area based primarily on the location of the use of the product or service (in millions):


 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

Europe  

 

$     559.4 

 

$     508.3 

 

$      502.2 

Pacific Rim

 

200.7 

 

193.6 

 

168.2 

United States

 

443.7 

 

421.3 

 

370.2 

Other (primarily Canada and Latin America)

 

70.1 

 

57.8 

 

49.4 

Total sales

 

$  1,273.9 

 

$  1,181.0 

 

$   1,090.0 




30



The following presents long-lived assets by geographic area based upon the location of the asset (in millions):


 

 

Year Ended December 31,

 

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

Europe  

 

$      88.1 

 

$      75.0 

 

$     57.7 

Pacific Rim

 

9.2 

 

8.5 

 

8.0 

United States  

 

366.0 

 

332.1 

 

394.4 

Other (primarily Canada and Latin America)

 

3.1 

 

2.8 

 

3.1 

Total long-lived assets

 

$    466.4 

 

$    418.4 

 

$    463.2 


16.

QUARTERLY FINANCIAL DATA (UNAUDITED)


Summarized quarterly financial data for 2006 and 2005 are as follows (in millions, except per share data):


 

 

First

Quarter

 

Second Quarter

 

Third Quarter

 

Fourth Quarter

 

 

 

 

 

 

 

 

 

2006

 

 

 

 

 

 

 

 

Net sales

 

$     308.3 

 

$     317.7 

 

$     304.8 

 

$     343.1 

Gross profit

 

175.5 

 

184.7 

 

166.8 

 

185.6 

Net income

 

31.2 

 

32.3 

 

23.2 

 

16.6 

Basic earnings per share

 

$       1.19 

 

$       1.22 

 

$       0.88 

 

$       0.63 

Diluted earnings per share

 

$       1.16 

 

$       1.20 

 

$       0.86 

 

$       0.61 

 

 

 

 

 

 

 

 

 

2005

 

 

 

 

 

 

 

 

Net sales

 

$      299.2 

 

$     291.3 

 

$      283.2 

 

$     307.3 

Gross profit

 

166.4 

 

160.6 

 

156.8 

 

162.7 

Net income

 

33.5 

 

18.4 

 

16.2 

 

13.5 

Basic earnings per share

 

$        1.29 

 

$       0.71 

 

$        0.62 

 

$       0.51 

Diluted earnings per share

 

$        1.26 

 

$       0.69 

 

$        0.61 

 

$       0.50 

 

 

 

 

 

 

 

 

 


In the fourth quarter of 2005, Bio-Rad recorded $19.8 million of impairment losses related to intangible and long-lived assets (see Note 6).



31



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Bio-Rad Laboratories, Inc.

Hercules, California


We have audited the accompanying consolidated balance sheets of Bio-Rad Laboratories, Inc. and subsidiaries (the “Company”) as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2006.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bio-Rad Laboratories, Inc. and subsidiaries as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.


As discussed in Notes 1 and 10 the Company changed its method of accounting for share-based payment arrangements in 2006 to conform to Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment.”


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of December 31, 2006, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2007 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.




/s/ Deloitte & Touche LLP

San Francisco, California

February 28, 2007





32



MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS

OF OPERATIONS AND FINANCIAL CONDITION


This discussion should be read in conjunction with the information contained in Bio-Rad's Consolidated Financial Statements and the accompanying notes which are an integral part of the statements.  References are to the Notes to Consolidated Financial Statements.


Other than statements of historical fact, statements made in this Annual Report include forward looking statements, such as statements with respect to our future financial performance, operating results, plans and objectives that involve risk and uncertainties.  We have based these forward looking statements on our current expectations and projections about future events.  However, actual results may differ materially from those currently anticipated depending on a variety of risk factors including among other things: our ability to successfully develop and market new products; our reliance on and access to necessary intellectual property; our ability to successfully integrate any acquired business; our substantial leverage and ability to service our debt; competition in and government regulation of the industries in which we operate; and the monetary policies of various countries.  We undertake no obligation to publicly up date or revise any forward looking statements, whether as a result of new information, future events, or otherwise.


Overview.  Bio-Rad is a multinational manufacturer and worldwide distributor of our own life science research and clinical diagnostics products.  Our business is organized into two primary segments, Life Science and Clinical Diagnostics, with the mission to provide scientists with specialized tools needed for biological research and clinical diagnostics.  We sell more than 8,000 products and services to a diverse client base comprised of scientific research, healthcare, education and government customers worldwide.  We manufacture and supply our customers with a range of reagents, apparatus and equipment to separate complex chemical and biological materials and to identify, analyze and purify components.  Because our customers require replication of results in manufacturing processes, research experiments and diagnostic tests, much of our revenues are recurring.  Approximately 35% of our 2006 consolidated net sales are from the United States and 65% are from overseas, largely denominated in local currency with the majority of these sales in Euros, Yen and British Sterling.  As a result, our consolidated net sales expressed in dollars benefit when the U.S. dollar weakens and suffers when the U.S. dollar strengthens in relation to other currencies.  Currency fluctuations benefited our consolidated net sales expressed in U.S. dollars in 2006 and 2005.  The market for reagents and apparatus remains good while growth rates have slowed due to both public and private grant funding being more measured.  The market for large capital equipment has slowed, as many pharmaceutical and biotechnology customers delayed or reduced their capital spending.  Bio-Rad is generally less impacted by trends in capital spending as lower priced reagents and apparatus comprise more than 70% of product sales.



33



The following shows gross profit and expense items as a percentage of net sales:


 

Year Ended December 31, 

 

2006 

 

2005 

 

2004 

Net sales

100.0 

 

100.0 

 

100.0 

Cost of goods sold

44.1 

 

45.3 

 

44.0 

Gross profit

55.9 

 

54.7 

 

56.0 

Selling, general and administrative expense  

34.5 

 

35.2 

 

34.7 

Product research and development expense,  

 

 

 

 

 

excluding in-process research and development

9.7 

 

9.7 

 

9.9 

Income from continuing operations

8.1 

 

6.6 

 

6.1 

Discontinued operations

-- 

 

0.3 

 

0.2 

Net income

8.1 

 

6.9 

 

6.3 


We intend that the discussion of our results of operations and financial condition that follow will assist you in understanding how accounting principles, policies and estimates affect our results, and the significant factors that caused changes in our operations and financial position for the years ended December 31, 2006 and 2005.


Critical Accounting Policies and Estimates


The accompanying discussion and analysis of Bio-Rad's financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (GAAP).  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and reported amounts of revenues and expenses during the reporting periods.  We evaluate our estimates on an on-going basis.  Bio-Rad bases its estimates on historical experience and on other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  However, fu ture events may cause us to change our assumptions and estimates requiring routine adjustment.  Actual results could differ from these estimates.  We have determined that for the periods reported in our 2006 Annual Report, the following accounting policies and estimates are critical in understanding the financial condition and results of our operations.


Accounting for Income Taxes.  As part of the process of preparing consolidated financial statements, management is required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes.  These differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet.  Management must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent management believes that recovery is not likely, a valuation allowance must be established.  To the extent management establishes a valuation allowance or increases this allowance in a period, an increase to expense within the provision for income taxes in the statement of income will result.



34



Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded in connection with the deferred tax assets.  We have recorded a valuation allowance of $26.5 million and $17.7 million as of December 31, 2006, and 2005, respectively, due to uncertainties related to our ability to utilize some of the deferred tax assets, primarily consisting of certain foreign net operating losses carried forward, before they expire. The valuation allowance is based on management's current estimates of taxable income for the jurisdictions in which Bio-Rad operates and the period over which the deferred tax assets will be recoverable.  In the event that actual results differ from these estimates, or these estimates are adjusted in future periods, an additional valuation allowance may need to be established which would increase the tax provision, lowerin g income and impacting Bio-Rad’s financial position.  Should realization of these deferred assets previously reserved occur, the provision for income tax would decrease, raising income and positively impacting Bio-Rad’s financial position.


Valuation of Long-lived and Intangible Assets and Goodwill.  We assess the impairment of identifiable intangibles, long-lived assets and related goodwill and enterprise level goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  Projected future operating results and cash flows of the reporting units’ asset or asset group are used to establish the fair value used in evaluating the carrying value of long-lived, intangible assets and goodwill.  Factors that we consider important which could trigger an impairment review include the following:


·

significant under-performance relative to expected, historical or projected future operating results;

·

significant changes in the manner of use of the long-lived assets, intangible assets or the strategy

 

for our overall business;

·

significant negative industry or economic trends.


When Bio-Rad determines that the carrying value of intangibles, long-lived assets or enterprise level goodwill may not be recoverable based upon the existence of one or more of the above indicators of impairment, we test for any impairment based on a projected undiscounted cash flow method.


There were no impairments taken in the years 2006 and 2004.  For the year 2005, that review indicated an impairment had taken place in purchased intangible assets related to existing thermal cycler and microarray technology.  


Valuation of Inventories.   Bio-Rad values inventory at the lower of the actual cost to purchase and/or manufacture the inventory, or the current estimated market value of the inventory.  We review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on an estimated forecast of product demand and production requirements for the next twelve months on a quarterly basis or, if warranted by the circumstances, more frequently.  In addition, our industry is characterized by technological change, frequent new product development and product obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand.  Our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the valuation allowance required for excess and obsolete inventory.  In the future, if inventory is determ ined to be overvalued, we would be required to recognize such costs in our cost of goods sold at the time of such determination by initiating or increasing the valuation allowance.  Likewise, if the inventory valuation allowance is determined to be no longer required, we may have over-reported cost of goods sold in previous periods and would be required to recognize such additional operating income at the time of sale until the inventory allowance is depleted.  In no case is inventory valued at an amount greater than cost.  Therefore, although we make efforts to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand, technological developments or regulations could have a significant impact on the value of our inventory and reported operating results.



35



Allowance for Doubtful Accounts.   Bio-Rad maintains an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.  The amount of the allowance is determined by analyzing known uncollectible accounts, the age of our receivables, economic conditions in the customers’ country or industry, historical losses and our customers’ general credit-worthiness.  Amounts later determined and specifically identified to be uncollectible are charged or written off against this reserve.  This valuation allowance is reviewed on a quarterly basis to determine whether an increase or decrease is warranted.  Should the estimates be higher than the actual uncollectible accounts, we would report lower profitability when the estimates are made and higher profitability when the receivable is collected.


Warranty Reserves.  Bio-Rad warrants certain equipment against defects in design, materials and workmanship, generally for a period of one year.  Upon delivery and on acceptance of that equipment, we establish, as part of cost of goods sold, a provision for the expected costs of such warranty based on historical experience, specific warranty terms and customer feedback.   A review is performed on a quarterly basis to assess the adequacy of our warranty reserve and it is adjusted if necessary.  The warranty percentage and accrual are based on actual experience and expected future costs to be incurred.  Should realized costs be higher than expected costs, cost of goods sold would be lower in the period of estimation and higher when realized.


Litigation Reserves.  Estimated amounts for claims that are probable and can be reasonably estimated are recorded as liabilities in the consolidated balance sheets. The likelihood of a material change in these estimated reserves is dependent on the possible outcome of settlement negotiations, regulatory or judicial review and the development of facts and circumstances in extended litigation which could change claims or assessments when both the amount and range of loss on some outstanding litigation is uncertain.  We are obligated to disclose in the footnotes of the financial statements when we are unable to make a reasonable estimate of the liability that could result from unfavorable outcomes in litigation.  As events occur, we will assess the potential liability related to our pending litigation and revise our estimates. Such revisions in our estimates of the potential liability could materially impact our results of ope rations and financial position.


Recent Accounting Pronouncements


In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainties in Income Taxes, an interpretation of SFAS No. 109, Accounting For Income Taxes (FIN 48).  FIN 48 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return.  Under FIN 48, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.  Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  Bio-Rad will be required to apply the provisions of FIN 48 to all tax positions upon initial adoption on January 1, 2007, with any cumulative effect adjustment to be recognized as an adjustment to retained earnings.  Additional FASB guidance on FIN 48 is pending.  As a result, we are currently unable to finalize our estimate of the impact that adopting this Interpretation will have on our financial statements.  Based on our analysis to date, however, we believe that the adoption of FIN 48 may result in recording an additional liability.



36



In December 2004, the FASB issued SFAS 123(R), Share-Based Payment, which is a revision of SFAS 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.  SFAS 123(R) requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards in their financial statements. Pro forma disclosure is no longer an alternative under the new Standard.  SFAS 123(R) also requires the benefits associated with tax deductions in excess of recognized compensation cost to be reported as a financing cash flow rather than as an operating cash flow as was previously required.


Bio-Rad has adopted the provisions of SFAS 123(R) beginning January 1, 2006 under the modified prospective transition method. Under this method, compensation cost for the unvested portion of previously granted awards and all new awards will be recognized on or after the date of adoption. The compensation cost related to unvested awards at the date of adoption is based on the grant-date fair value of those awards as calculated for pro forma disclosures under the original SFAS 123 as adjusted for the effect of estimated forfeiture rates.


Corporate Results -- Sales, Margins and Expenses


Bio-Rad net sales increased 8% for the year 2006 to $1,273.9 million.  The impact of foreign exchange translation aided sales growth by approximately 0.2%.


The Life Science segment achieved sales growth of 5% in 2006 with little or no impact from foreign exchange translation.  Excluding the impact of the food science product line, the Life Science segment grew by 11% including any foreign exchange translation impact.  Increased sales were generated by process media sales, multi-analyte detection, and the return of thermal cycler sales after the legal settlement allowed our products from the MJ acquisition to be sold.  Sales to Asia and to developing markets in Eastern Europe were particularly strong.  The decline in the sales of food science products continued in 2006 as increased competition and less government mandated testing led to lower prices and unit sales.


The Clinical Diagnostics segment achieved sales growth of 11% in 2006 aided by an overall favorable impact from foreign currency translation of 0.3%.  Significant sales growth was provided by blood virus and quality control products.  Included in the blood virus sales is royalty revenue of $11.7 million from the settlement of a dispute over past infringement.  The Clinical Diagnostics segment was particularly successful in Eastern Europe where it received some large government tenders.  The Middle East, Asia and Latin America regions also contributed significantly to diagnostics growth.  These large tenders are subject to intense competition and may not be either available in subsequent years or awarded to us.  Diabetes and clinical microbiology products also contributed to sales growth but not to the same extent.


Bio-Rad net sales for the year 2005 were $1,181.0 million, an increase of 8.3% over the prior year.  The impact of foreign exchange translation throughout the year provided growth from foreign denominated net sales of approximately 1.1% for the full year.



37



The Life Science segment had sales growth of 9.0% in 2005, benefiting from an approximate 0.8% increase due to foreign exchange.  Currency neutral sales growth of 8.2% was provided by the acquisition of MJ Research, process media sales, multi-analyte detection, and protein separation apparatus and reagents.  Offsetting these specific growth areas was a decline in food science products as the average pricing for our BSE tests declined year over year in a very competitive market. During the fourth quarter, we were enjoined by court order not to sell or service MJ products in the United States, which negatively impacted sales.


The Clinical Diagnostics segment had sales growth of 7.3% in 2005, benefiting from an approximate 1.4% increase due to foreign exchange.  Currency neutral sales growth was 5.9% in the Clinical Diagnostics segment. Our quality control products had growth across several product lines.  Diagnostic tests for diabetes monitoring, genetic disorder identification, and improved demand for blood virus products in the U.S. and Asia also contributed to overall growth.


The 2006 consolidated gross margin of 55.9% represents an improvement of 1.2% from the prior year.  This improvement was largely the result of higher gross margins in the Clinical Diagnostics segment.  Life Science segment margins improved by approximately one quarter of one percent as the positive impact of sales increases, a reduction in customer warranty costs from the thermal cycler injunction and the reduction in MJ intangibles amortization were offset by declining food science gross margin caused by lower average selling prices.  Clinical Diagnostics segment margins improved near 2%.  The receipt of back royalties with no associated costs were one factor in the improvement.  A more substantial impact though, is higher sales volumes improving factory overhead utilization while actively limiting the growth in factory overhead costs.


The 2005 consolidated gross margins declined to 54.7% in the current year from 56.0%.  The decline in the Life Science segment’s gross margin accounts for the decline for Bio-Rad as a whole.  Several factors contributed to the decline in the Life Science segment.  Lower average pricing on the BSE product lines and the court-ordered halt to MJ product sales and service relating to the patent litigation with ABI resulted in the immediate expensing of all production costs leading to higher service and warranty expense as customer accommodations were made.  The Clinical Diagnostics segment’s margin improved by less than one percent.  Moderation in the increase of plant overhead costs and lower reagent rental depreciation were contributing factors to this improvement.


Consolidated selling, general and administrative expense (SG&A) was 34.5% of net sales for the year 2006 compared to 35.2% for the year 2005.  The increase of $22.9 million includes the expensing of stock options under SFAS 123(R) of $4.2 million.  Personnel costs including stock option expense accounted for approximately half of the year over year increase in SG&A costs.  Third party agent commissions and increased travel and related expenses accounted for approximately a third of the total increase.  On the segment level, the Life Science segment generally held expenses flat with the Clinical Diagnostics segment growing at a rate below that of sales growth.  Foreign exchange translation had little impact on SG&A expense for the year 2006.



38



Consolidated selling, general and administrative expense was 35.2% of net sales for the year 2005 compared to 34.7% for the year 2004.  The Life Science segment and Corporate shared services added expenses at a rate that exceeded sales growth.  The Life Science segment increases are attributable to higher personnel and facilities costs related to the acquisition of MJ, legal expenses related to patent litigation, the amortization of intangibles and an increase in the experience of uncollectible receivables.  Corporate shared services had increased spending in information technology, acquisition related expenses and legal fees.  The Clinical Diagnostics segment’s SG&A expense grew at a rate slower than sales.  The largest element of absolute cost is personnel, which also was responsible for generating the most growth in expenses.


Overall for 2005, Bio-Rad increased costs associated with regulatory requirements for global tax and audit compliance and security and disaster recovery for our information technology infrastructure.  Additionally, we incurred professional service fees in association with the attempted acquisition of BioSource International, Inc. and settling the Instrumentation Laboratory litigation.


Product research and development expense in 2006 remained unchanged at 9.7% of sales after excluding the purchased in-process R&D from the Ciphergen and Blackhawk acquisitions.  In absolute dollars, each segment had growth in R&D spending with the Clinical Diagnostics segment having approximately twice the growth of the Life Science segment.  Life Science segment spending was focused in the areas of proteomics, process chromatography and multi-analyte detection.  Clinical Diagnostics segment areas of interest include expanded software data management for the quality control product line, expanded tests for the BioPlexÒ 2200 platform and improvements to diabetes monitoring and blood virus diagnostic tests and systems.


Product research and development expense in 2005 declined to 9.7% of sales after adjusting for the $14.6 million of purchased in-process R&D from 2004 acquisitions. In absolute dollars, each segment had growth with Life Science segment increasing more than the Clinical Diagnostics segment.  The Life Science segment concentrated on research and development in amplification and protein interaction technologies.  The Clinical Diagnostics segment concentrated on automation for the serology, autoimmune and blood virus products as well as the segment’s quality control products.


Corporate Results


Interest expense declined by approximately $0.6 million in 2006 compared to the prior year.  The decline reflects lower average borrowings on local lines of credit in 2006 compared to the prior year.  The majority of current interest costs are associated with the $425.0 million in Senior Subordinated notes at fixed interest rates of 7.5% and 6.125%.  This $425.0 million of fixed rate borrowing represents greater than 99% of our total interest bearing debt.



39



Interest expense increased in 2005 to $32.6 million, from $20.2 million in the prior year.  The year 2005 had approximately $434.7 million of average borrowings.  The increase reflects that in late December 2004, we borrowed an additional $200.0 million in a private placement of Senior Subordinated Notes at 6.125%.  This additional borrowing has substantially caused all of the 2005 increase in interest expense which includes the amortization of bond origination fees.  We now have two principal borrowings: the $225 million 7.5% bonds due 2013, and the $200 million 6.125% bonds due 2014.


Foreign exchange (gains) losses for 2006 and 2005 were $1.1 million and ($1.5) million, respectively.  The 2006 losses are principally the result of the estimating process involved in the timing of shipments and settling of intercompany debt.  The gains in 2005 are attributable mainly to the strengthening of the Brazilian Real versus the U.S. dollar.


Other income and expense for the year 2006 is principally comprised of $22.3 million of investment income from interest on our cash, cash equivalents and short-term investments.  The amount is higher than the previous year as returns on short-term debt investments yielded higher returns in 2006 than in 2005.  Also included in other income is $4.7 million relating to a facilitation fee received and a gain on the tendering of our shares of Accent Semiconductor Technology Inc. for shares in Nanometrics Inc. after the two companies merged.


Other income and expense for the year 2005 includes two atypical events.  First is the sale of our investment in IL for $12 million resulting in a $7.9 million gain.  Second is a gain of $3.3 million on the tendering of our shares in BioSource, a potential acquisition that later accepted a buy-out from another company.  The year 2005 includes $16.7 million of interest and investment income generated by our net cash position and notes receivable.


Bio-Rad’s consolidated effective tax rate was 27%, 17% and 32% in 2006, 2005 and 2004, respectively.  The 2006, 2005 and 2004 effective tax rates reflect tax rate benefits of 3%, 6% and 2% respectively for nontaxable dividend income, and 2%, 2% and 2% respectively for tax credits.  The 2006, 2005 and 2004 effective tax rates also reflect benefits in the difference between U.S. and foreign taxes net of foreign tax credits of 1%, 7% and 1% respectively.  The tax rate benefit of 7% for 2005 is related to certain one time events in France and the U.K.  The 2005 effective tax rate also reflects a one time benefit of 5% related to a capital loss for tax purposes.  The tax rate for all years reflects a tax benefit related to export sales.


Our effective tax rate may be impacted in the future, either favorably or unfavorably, by many factors including but not limited to statutory tax rates, changes in existing laws or regulations, tax audits and settlements, and generation of tax credits.



40



Financial Condition


Bio-Rad operates and conducts business globally, primarily through subsidiary companies established in the markets in which we trade.  Goods are manufactured in a small number of locations, and intermediate or finished products are then shipped for completion and/or distribution to facilities around the globe.  Our product mix is diversified, and certain products compete largely on product efficacy, while others compete on price.  Gross margins are generally sufficient to exceed normal operating costs.  Funding for research and development of new products as well as routine outflows of capital expenditure, repayment of maturing debt and tax expense are covered by cash flow from operations.  We currently operate with a high level of interest coverage and our market capitalization is high relative to our level of debt.  In addition to the strong positive cash flow from operating activities, additional liquidity is rea dily available via the sale of short-term investments.


At December 31, 2006, we had available $488.1 million in cash, cash equivalents and short-term investments, and $30.1 million under international lines of credit.  Under the $150.0 million restated and amended Revolving Credit Facility, we have $145.6 million available with $4.4 million reserved for standby letters of credit issued by our banks to guarantee our obligations to certain insurance companies.  Management believes that this availability, together with cash flow from operations, will be adequate to meet our current objectives for operations, research and development, capital additions for plant, equipment and systems and an acquisition of moderate proportions


Cash Flow from Operations


Net cash provided by operations was $118.2 million, $108.3 million and $123.1 million in 2006, 2005 and 2004, respectively.  The net improvement of $9.9 million represents first, approximately a $25 million improvement in the net change in cash received from customers and cash paid to suppliers, along with higher interest income and lower tax payments.  Second, offsetting these cash flows are the payments to ABI to settle the litigation arising from the acquisition of MJ Research.


During 2006, accounts receivable rose on both higher sales and an increase in days outstanding as Asia, Southern and Eastern Europe often have longer credit terms and more complex collection procedures resulting in longer collection times.  Inventory increased to support higher sales volume, new product introduction, internalizing manufacturing from an OEM supplier, and longer lead times and batch sizes to meet customer demand for our quality control product line.


Bio-Rad’s management regularly reviews the allowance for uncollectible receivables and believes net accounts receivable are fully realizable.  Management routinely reviews inventory for the impact of obsolesence and changes in market prices caused by the introduction of new products, technologies and in government reimbursement policies.



41



Cash Flow from Investing Activities


Net capital expenditures in 2006 totaled $53.0 million, compared to $36.1million and $60.5 million in 2005 and 2004, respectively.  Net capital expenditures for 2006 reflect investment in manufacturing and warehouse equipment and improvements to new information technology systems.  Spending on reagent rental instruments increased to $16.3 million.  We place reagent rental instruments with our Clinical Diagnostics customers for use with our clinical reagents.  We increased in 2006 our investment in business systems to modernize and standardize distribution capabilities and enhance data communication.  Other ongoing expenditures are for the replacement and improvement of production equipment and facilities to meet the necessary Good Manufacturing Practices (GMP) mandated by the Food and Drug Administration (FDA) for the Clinical Diagnostics segment and to meet the requirements of other regulatory bodies as well as many cus tomers in our Life Science segment.


Net cash used in investing activities was $207.7 million for the year 2006.  During the year we paid cash for the acquisition of both Ciphergen and Blackhawk, while 2005 had no comparable acquisition activity.  The net change in purchases and sales of marketable securities and investments represents our attempt to earn an increase in overall returns on securities that do not comply with the definition of a cash equivalent.  Cash and short-term investments, in part, represent our resources available to make an acquisition before drawing on our available credit facilities and incurring additional debt.  Actual acquisition spending, however, may vary depending upon the availability and timing of a suitable candidate.


Cash Flow from Financing Activities


Net cash flow provided from financing was $10.2 million for 2006 and principally reflects the cash flow for the exercise of stock options and payments from the ESPP.  During the fourth quarter of 2004, we borrowed $200 million at 6.125% due 2014 in a private placement.  This borrowing, along with the $225 million at 7.5% due 2013, provides us with capital at a fixed rate for the next eight and seven years, respectively.  Our focus for the company is to make an acquisition to supplement our internal growth.  We routinely meet and discuss potential acquisitions with specific companies, principals or their agents.  Until such time that we identify an investment opportunity (generally an acquisition), no cash and short-term investment change is contemplated as our current position provides adequate liquidity.


The $150.0 million revolving credit facility is secured by substantially all of our personal property assets and the assets of our domestic subsidiaries and 65% of the capital stock of certain foreign subsidiaries, and is guaranteed by all of our existing and future domestic subsidiaries (other than immaterial domestic subsidiaries as defined for purposes of the new credit facility).


The Board of Directors has authorized us to repurchase up to $18 million of Bio-Rad's common stock over an indefinite period of time.  Through December 31, 2006, we have cumulatively repurchased 1,179,272 shares of Class A Common Stock and 60,000 shares of Class B Common Stock for a total of $14.7 million.  Our credit agreements restrict our ability to repurchase our own stock.  There were no share repurchases made during 2006 or 2005.



42



Contractual Obligations


The following summarizes certain of our contractual obligations as of December 31, 2006 and the effect such obligations are expected to have on our cash flows in future periods (in millions):




Contractual Obligations



Total

Less Than

One Year


1-3

Years


3-5

Years


More than 5 Years

Long-term debt, including current portion (1)

426.1 

0.5 

0.5 

0.1 

425.0 

Interest payments

216.2 

29.1 

87.4 

87.4 

12.3 

Operating lease obligations (2)

84.8 

27.7 

31.4 

15.8 

9.9 

Purchase obligations (3)

17.2 

13.6 

2.8 

0.8 

-- 

Long-term liabilities

28.7 

-- 

10.2 

1.2 

17.3 

 

 

 

 

 

 

 

(1)

 

These amounts represent expected cash payments, include capital lease obligations and are

 

 

 

included in our Consolidated Balance Sheets.  See Note 7 of the Consolidated Financial

 

 

 

Statements for additional information about our debt.

 

(2)

 

Operating lease obligations are described in Note 13 of the Consolidated Financial Statements.

 

(3)

 

Purchase obligations include agreements to purchase goods or services that are enforceable and

 

 

 

legally binding on Bio-Rad and that specify all significant terms.  Purchase obligations exclude

 

 

 

agreements that are cancelable without penalty.


Financial Risk Management


The main goal of Bio-Rad’s financial risk management program is to reduce the variance in expected cash flows arising from unexpected foreign exchange rate and interest rate changes.  Financial exposures are managed through operational means and by using various financial instruments, including cash and liquid resources, borrowings, spot foreign exchange contracts, and derivatives.  The derivative instruments used are principally comprised of forward foreign exchange contracts.  No derivative financial instruments are entered into for the purpose of trading or speculation.  Company policy requires that all derivative positions are undertaken to manage the risks arising from underlying business activities.  These derivative transactions do not qualify for hedge accounting treatment under SFAS 133, Accounting for Derivative Instruments and Hedging Activities.  Derivative instruments used in these transacti ons are valued at fair value and changes in fair value are included in reported earnings.


Foreign Exchange Risk

We operate and conduct business in many countries and are exposed to movements in foreign currency exchange rates.  We face transactional currency exposures that arise when we enter into transactions denominated in currencies other than U.S. dollars.  Additionally, our consolidated net equity is impacted by the conversion of the net assets of our international subsidiaries for which the functional currency is not the U.S. dollar.



43



Foreign currency exposures are managed on a centralized basis.  This allows for the netting of natural offsets and lowers transaction costs and net exposures.  Where possible, we seek to manage our foreign exchange risk in part through operational means, including matching same-currency revenues to same currency costs, and same-currency assets to same-currency liabilities.  Moreover, weakening in one currency can often be offset by strengthening in another currency.  Foreign exchange risk is also managed through the use of forward foreign exchange contracts.  Positions are primarily in Euro, British Sterling and Japanese Yen.  The majority of forward contracts are for periods of 90 days or less.  We record the change in value of our foreign currency receivables and payables as a Foreign exchange (gain) loss on our Consolidated Statements of Income along with the change in fair market value of the forward exchan ge contract used as an economic hedge of those assets or liabilities.


Our forward contract holdings at year-end were analyzed to determine their sensitivity to fluctuations in foreign currency exchange rates.  All other variables were held constant.  Market risk associated with derivative holdings is the potential change in fair value of derivative positions arising from an adverse movement in foreign exchange rates.  An adverse change of 10% on quoted foreign exchange rates would result in an approximate net-present-value loss of $7 million on our derivative position.  This impact of a change in exchange rates excludes the offset derived from the change in value of the underlying assets and liabilities, which could reduce the adverse effect significantly.


Interest Rate Risk of Debt Instruments

Bio-Rad centrally manages the short-term cash surpluses and shortfalls of its subsidiaries.  Our holdings of variable rate debt instruments at year-end were analyzed to determine their sensitivity to movements in interest rates.  Due to the relatively small amount of short-term variable rate debt we have outstanding, there would not be a material impact to earnings or cash flows if interest rates moved adversely by 10%.  Our long-term debt consists primarily of fixed-rate instruments, and is thus insulated from interest rate changes.  Thus, as of December 31, 2006 the overall interest rate risk associated with our debt was not significant.





44


EX-21 3 exh211.htm EXHIBIT 21


 

 

 

Exhibit 21.1

 

LISTING OF SUBSIDIARIES

 

 

 

 

 

JURISDICTION OF

SUBSIDIARY

 

ORGANIZATION

 

 

 

Bio-Rad Laboratories Pty. Limited

 

Australia

Bio-Rad Laboratories Ges.m.b.H.

 

Austria

Bio-Rad Laboratories S.A- N.V.

 

Belgium

Research Specialties for Laboratories N.V.

 

Belgium

Bio-Rad Laboratorios Brasil Ltda.

 

Brazil

Bio-Metrics Properties, Limited

 

California, USA

Bio-Rad Laboratories (Israel) Inc.

 

California, USA

Bio-Rad Pacific Limited

 

California, USA

Blackhawk Biosystems, Inc.

 

California, USA

Bio-Rad Laboratories (Canada) Limited

 

Canada

Bio-Rad Laboratories (Shanghai) Limited

 

China

Bio-Rad spol. sr.o.

 

Czech Republic

Bio-Rad Export, Inc.

 

Delaware, USA

Bio-Metrics Ltd.

 

Delaware, USA

Bio-Rad Holdings LLC

 

Delaware, USA

MJ Bioworks, Inc.

 

Delaware, USA

Bio-Rad Laboratories APS

 

Denmark

Bio-Rad France Holding

 

France

Bio-Rad France Holding 2

 

France

Bio-Rad Pasteur

 

France

ADIL Instruments SAS

 

France

Bio-Rad Laboratories SAS

 

France

Bio-Rad Verdot SAS

 

France

Bio-Rad SNC

 

France

Bio-Rad Laboratories G.m.b.H.

 

Germany

Bio-Rad Laboratories E.P.E

 

Greece

Bio-Rad Hungary Trading Ltd

 

Hungary

IMV Medical Information Division, Inc

 

Illinois, USA

Bio-Rad Laboratories(India) Private Limited

 

India

Bio-Rad Haifa Ltd.

 

Israel

Bio-Rad Laboratories S.r.l.

 

Italy

Nippon Bio-Rad Laboratories K.K.

 

Japan

Bio-Rad Fujirebio Inc

 

Japan

Bio-Rad Korea Limited

 

Korea

International Marketing Ventures, Limited

 

Maryland, USA

MJ Research, Inc.

 

Massachusettes, USA

Bio-Rad, S.A.

 

Mexico

Bio-Rad Laboratories B.V.

 

The Netherlands

 

 

 

 

 

 

 

 

 

 

 

 







Exhibit 21.1 

(continued) 

 

 

 

 

 

 

 

 

JURISDICTION OF

SUBSIDIARY

 

ORGANIZATION

 

 

 

Bio-Rad Polska Sp. z o.o.

 

Poland

Bio-Rad Laboratoires-Aparelhos e Reagentes

Hospitalares, LDA

 


Portugal

Bio-Rad Laboratorii OOO

 

Russia

Bio-Rad Laboratories (Singapore) Pte. Limited

 

Singapore

Bio-Rad Laboratories (Pty) Limited

 

South Africa

Bio-Rad Laboratories S.A.

 

Spain

Bio-Rad Laboratories AB

 

Sweden

Bio-Rad Laboratories AG

 

Switzerland

Bio-Rad Laboratories Limited

 

Thailand

Bio-Rad Ltd.

 

United Kingdom

Bio-Rad Laboratories Europe Limited

 

United Kingdom

Bio-Rad Laboratories Limited

 

United Kingdom

PB Diagnostics Ltd.

 

United Kingdom

MJ Geneworks, Inc.

 

Wisconsin, USA






EX-23 4 exh231.htm EXHIBIT 23


Exhibit 23.1





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the incorporation by reference in Registration Statements No. 333-133507, No. 333-124187, No. 33-53335, and No. 33-53337 of Bio-Rad Laboratories, Inc. and subsidiaries on Form S-8 and in Registration Statements No. 333-124188 and No. 333-108957 of Bio-Rad Laboratories, Inc. and subsidiaries on Form S-4 of our reports dated February 28, 2007 (which report on the financial statements expresses an unqualified opinion and includes an explanatory paragraph concerning the adoption of a new accounting standard in 2006), relating to the consolidated financial statements and financial statement schedule of Bio-Rad Laboratories, Inc. and subsidiaries and management's report on the effectiveness of internal control over financial reporting, appearing in or incorporated by reference in this Annual Report on Form 10-K of Bio-Rad Laboratories, Inc. for the year ended December 31, 2006.





/s/ Deloitte & Touche LLP

San Francisco, California

February 28, 2007






EX-31 5 exh311.htm Converted by EDGARwiz

Exhibit 31.1



Certification of Chief Executive Officer Required By

Exchange Act Rules 13a-14(a) and 15d-14(a)


I, Norman Schwartz, certify that:


1.

I have reviewed this annual report on Form 10-K of Bio-Rad Laboratories, Inc.


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report fairly present, in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f))for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


        (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



 

 

 

 

Date:

February 28, 2007

 

/s/ Norman Schwartz

 

 

 

Norman Schwartz

 

 

 

Chief Executive Officer

 

 

 

 




EX-31 6 exh312.htm Converted by EDGARwiz

Exhibit 31.2



Certification of Chief Financial Officer Required By

Exchange Act Rules 13a-14(a) and 15d-14(a)


I, Christine A. Tsingos, certify that:


1.

I have reviewed this annual report on Form 10-K of Bio-Rad Laboratories, Inc.


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report fairly present, in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f))for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


        (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:

February 28, 2007

 

/s/ Christine A. Tsingos

 

 

 

Christine A. Tsingos

 

 

 

Vice President,

 

 

 

Chief Financial Officer

 

 

 

 




EX-32 7 exh321.htm Exhibit 32


Exhibit 32.1




Certification of Periodic Report



I, Norman Schwartz, Chief Executive Officer of Bio-Rad Laboratories, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:



(1)

the Annual Report on Form 10-K of the Company for the year ended December 31, 2006 (the “Report”) fully complies with the requirements of Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and


(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




Date:

February 28, 2007

 

/s/ Norman Schwartz

 

 

 

Norman Schwartz

 

 

 

Chief Executive Officer




EX-32 8 exh322.htm Exhibit 32


Exhibit 32.2




Certification of Periodic Report



I, Christine A. Tsingos, Chief Financial Officer of Bio-Rad Laboratories, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:



(1)

the Annual Report on Form 10-K of the Company for the year ended December 31, 2006 (the “Report”) fully complies with the requirements of Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and


(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:

February 28, 2007

 

/s/ Christine A. Tsingos

 

 

 

Christine A. Tsingos

 

 

 

Vice President,

 

 

 

Chief Financial Officer




-----END PRIVACY-ENHANCED MESSAGE-----