EX-99 4 exh992.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2


UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION


The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Bio-Rad Laboratories, Inc. (Bio-Rad) and DiaMed Holding AG (DiaMed) after giving effect to the acquisition of approximately 77.7% of the registered shares, or 85.96% of the outstanding shares, of DiaMed by Bio-Rad using the purchase method of accounting and applying the assumptions and adjustments described in the accompanying notes.


The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2006 and the six months ended June 30, 2007 are presented as if the acquisition had occurred on January 1, 2006.  The unaudited pro forma condensed combined balance sheet is presented as if the acquisition had occurred on June 30, 2007.  You should read this information in conjunction with the following:


Accompanying notes to the unaudited pro forma condensed combined financial statements;

 

 

Unaudited historical financial statements of Bio-Rad as of and for the six month period

 

ended June 30, 2007 included in our second quarter Form 10-Q;

 

 

Historical financial statements of Bio-Rad as of and for the fiscal year ended December 31, 2006

 

included in our Form 10-K;

 

 

Unaudited historical financial statements of DiaMed as of and for the six month period

 

ended June 30, 2007 included elsewhere in this Form 8-K/A;

 

 

Historical financial statements of DiaMed as of and for the fiscal year ended

 

December 31, 2006 included elsewhere in this Form 8-K/A.


The pro forma information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, nor is it indicative of future operating results or financial position.  The pro forma adjustments are based upon available information and certain assumptions that Bio-Rad believes are reasonable.  At this time, Bio-Rad has not completed all the asset valuation work and other procedures necessary to record the purchase as required by Statement of Financial Accounting Standard No. 141, (SFAS 141) “Business Combinations.”  Pursuant to the purchase method of accounting in accordance with SFAS 141, the total estimated purchase price, calculated as described in Note 1 to these unaudited pro forma condensed combined financial statements, has been preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values.  Bio-Rad’s management has estimated the preliminary fair value of the intangible assets and tangible assets acquired and liabilities assumed at the pro forma balance sheet date.  Any differences between the fair value of the consideration paid and the fair value of the assets acquired and liabilities assumed will be recorded as goodwill.  Because these unaudited pro forma condensed combined financial statements have been prepared based on preliminary estimates of fair values of assets acquired and liabilities assumed, the actual amounts recorded may differ materially from the information presented herein.  These allocations are subject to change pending further review of the fair value of the assets acquired and liabilities assumed and related deferred tax assets/liabilities as well as the impact of possible in-process research and development costs and actual transaction costs.  Additionally, the fair value of assets acquired and liabilities assumed may be materially impacted by the results of DiaMed’s operations up to the closing date of the acquisition.


The unaudited pro forma condensed combined financial statements do not include the effects of restructuring or integration costs associated with the closing of the acquisition.  These costs cannot be reasonably estimated as planning for these activities is in the early stages and the financial impact, if any, cannot yet be determined.  The statements also do not include synergies that may be achieved, such as the combination of similar operations and functions, closing of redundant facilities, increased manufacturing capacity and utilization, and increased sales penetration to new markets or channels.  






BIO-RAD LABORATORIES, INC.

UNAUDITED PRO FORMA

CONDENSED COMBINED BALANCE SHEET

(in thousands)

 

 

June 30, 2007

 

 

 

 

 

Carve

 

 

 

Preliminary

 

 

 

 

 

 

 

 

Out

 

Adjusted

 

Pro Forma

 

 

Pro Forma

 

Bio-Rad

 

DiaMed

 

Adjustment

 

DiaMed

 

Adjustments

 

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$    232,403 

 

$   21, 387 

 

$ (560)

 

$ 20,827 

 

$ (198,286)

a

 

$     54,944 

Short-term investments

270,463 

 

36 

 

-- 

 

36 

 

(200,000)

a

 

70,499 

Accounts receivable, net

303,266 

 

51,173 

 

(100)

 

51,073 

 

(786)

b

 

353,553 

Inventories, net

265,185 

 

55,034 

 

(244)

 

54,790 

 

-- 

 

 

319,975 

Other current assets

96,422 

 

15,873 

 

(336)

 

15,537 

 

-- 

 

 

111,959 

Total current assets

1,167,739 

 

143,503 

 

(1,240)

 

142,263 

 

(399,072)

 

 

910,930 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net property, plant and equipment

191,605 

 

64,285 

 

(7,613)

 

56,672 

 

-- 

 

 

248,277 

Goodwill

121,492 

 

1,246 

 

-- 

 

1,246 

 

242,866 

c

 

365,604 

Purchased intangibles, net

44,272 

 

1,390 

 

-- 

 

1,390 

 

127,550 

d

 

173,212 

Other non-current assets

129,635 

 

3,511 

 

13 

 

3,524 

 

(856) 

e

 

132,303 

Total assets

$ 1,654,743 

 

$  213,935 

 

$(8,840)

 

$ 205,095 

 

$ (29,512)

 

 

$ 1,830,326 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$     67,229 

 

$  15,302 

 

$  (10)

 

$  15,292 

 

$  (786)

b

 

$ 81,735 

Accrued payroll and employee benefits

82,436 

 

-- 

 

-- 

 

-- 

 

-- 

 

 

82,436 

Notes payable and current portion of

 

 

 

 

 

 

 

 

 

 

 

 

long-term debt

4,604 

 

20,640 

 

-- 

 

20,640 

 

-- 

 

 

25,244 

Accrued royalties

31,705 

 

-- 

 

-- 

 

-- 

 

-- 

 

 

31,705 

Accrued liabilities

95,875 

 

40,503 

 

(1,716)

 

38,787 

 

5,986 

e

 

140,648 

Total current liabilities

281,849 

 

76,445 

 

(1,726)

 

74,719 

 

5,200 

 

 

361,768 

Long term debt

426,165 

 

24,431 

 

-- 

 

24,431 

 

-- 

 

 

450,596 

Other long-term liabilities

49,930 

 

12,178 

 

(607)

 

11,571 

 

36,949 

f

 

98,450 

Total liabilities

757,944 

 

113,054 

 

(2,333)

 

110,721 

 

42,149 

 

 

910,814 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interest

-- 

 

11,009 

 

-- 

 

11,009 

 

11,704 

g

 

22,713 

Stockholders’ equity

896,799 

 

89,872 

 

(6,507)

 

83,365 

 

(83,365)

h

 

896,799 

Total liabilities, minority interests and

 

 

 

 

 

 

 

 

 

 

 

 

stockholders’ equity

$ 1,654,743 

 

$ 213,935 

 

$( 8,840)

 

$ 205,095 

 

$ (29,512)

 

 

$ 1,830,326 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

.



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BIO-RAD LABORATORIES, INC.

UNAUDITED PRO FORMA CONDENSED

COMBINED STATEMENT OF OPERATIONS

(in thousands except per share amounts)

 

Year Ended December 31, 2006

 

 

 

 

 

Carve

 

 

 

Preliminary

 

 

 

 

 

 

 

 

Out

 

Adjusted

 

Pro Forma

 

 

Pro Forma

 

Bio-Rad

 

DiaMed

 

Adjustment

 

DiaMed

 

Adjustments

 

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$ 1,273,930 

 

$  204,659 

 

$    (816)

 

$ 203,843 

 

$   (1,533)

i

 

$ 1,476,240 

Cost of goods sold

561,394 

 

99,337 

 

-- 

 

99,337 

 

12,650 

j

 

673,381 

Gross profit

712,536 

 

105,322 

 

(816)

 

104,506 

 

(14,183)

 

 

802,859 

Selling, general and administrative expense

438,949 

 

69,358 

 

(4,477)

 

64,881 

 

12,464 

k

 

516,294 

Product research and development expense

123,376 

 

7,162 

 

-- 

 

7,162 

 

-- 

 

 

130,538 

Purchased in-process research and

 

 

 

 

 

 

 

 

 

 

 

 

development expense

4,100 

 

-- 

 

-- 

 

-- 

 

-- 

 

 

4,100 

Interest expense

32,022 

 

1,767 

 

76 

 

1,843 

 

-- 

 

 

33,865 

Other (income) expense, net

(27,938)

 

(1,407)

 

1,290 

 

(117)

 

18,370  

l

 

(9,685)

Income before income taxes and

 

 

 

 

 

 

 

 

 

 

 

 

minority interests

142,027

 

28,442 

 

2,295

 

30,737 

 

(45,017)

 

 

127,747 

Provision for income taxes

38,764 

 

7,938 

 

(15)

 

7,923 

 

(14,453)

m

 

32,234 

Minority interests

--

 

2,497 

 

--

 

2,497 

 

2,853 

n

 

5,350 

Net income

$   103,263 

 

$    18,007 

 

$   2,310 

 

$  20,317 

 

$  (33,417)

 

 

$    90,163 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$        3.92 

 

 

 

 

 

 

 

 

 

 

$   3.42 

Weighted average common shares

26,376 

 

 

 

 

 

 

 

 

 

 

26,376 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$        3.83 

 

 

 

 

 

 

 

 

 

 

$  3.35 

Weighted average common shares

26,949 

 

 

 

 

 

 

 

 

 

 

26,949 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.




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BIO-RAD LABORATORIES, INC.

UNAUDITED PRO FORMA CONDENSED

COMBINED STATEMENT OF OPERATIONS

(in thousands except per share amounts)

 

 

Six Months Ended June 30, 2007

 

 

 

 

 

Carve

 

 

 

Preliminary

 

 

 

 

 

 

 

 

Out

 

Adjusted

 

Pro Forma

 

 

Pro Forma

 

Bio-Rad

 

DiaMed

 

Adjustment

 

DiaMed

 

Adjustments

 

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

$  661,622 

 

$  109,109 

 

$    (81)

 

$ 109,028 

 

$   (803)

i

 

$   769,847 

Cost of goods sold

292,250 

 

44,397 

 

-- 

 

44,397 

 

6,289 

j

 

342,936 

Gross profit

369,372 

 

64,712 

 

(81)

 

64,631 

 

(7,092)

 

 

426,911 

Selling, general and administrative expense

227,301 

 

41,996 

 

(2,723)

 

39,273 

 

6,232 

k

 

272,806 

Product research and development expense

67,535 

 

5,119 

 

-- 

 

5,119 

 

-- 

 

 

72,654 

Purchased in-process research and

 

 

 

 

 

 

 

 

 

 

 

 

development expense

-- 

 

-- 

 

-- 

 

-- 

 

-- 

 

 

-- 

Interest expense

15,736 

 

810 

 

50 

 

860 

 

-- 

 

 

16,596 

Other (income) expense, net

(14,351)

 

(709)

 

4,763 

 

4,054 

 

9,777 

l

 

(520)

Income before income taxes and

 

 

 

 

 

 

 

 

 

 

 

 

minority interests

73,151 

 

17,496 

 

(2,171)

 

15,325 

 

(23,101)

 

 

65,375 

Provision for income taxes

20,483 

 

5,513 

 

(1,477)

 

4,036 

 

(7,443)

m

 

17,076 

Minority interests

-- 

 

1,542 

 

-- 

 

1,542 

 

1,368 

n

 

2,910 

Net income

$  52,668 

 

$   10,441 

 

$   (694)

 

$  9,747 

 

$(17,026)

 

 

$    45,389 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$  1.98 

 

 

 

 

 

 

 

 

 

 

$  1.71 

Weighted average common shares

26,619 

 

 

 

 

 

 

 

 

 

 

26,619 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$  1.94 

 

 

 

 

 

 

 

 

 

 

$  1.67 

Weighted average common shares

27,160 

 

 

 

 

 

 

 

 

 

 

27,160 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.




4




1.

Basis of Presentation


On October 1, 2007 Bio-Rad completed the purchase of DiaMed.  The acquisition transaction will be accounted for using the purchase method of accounting.


DiaMed Financial Information


The historical financial information for DiaMed is based on the historical audited consolidated financial statements of DiaMed as of and for the year ended December 31, 2006 and the unaudited financial statements for the six month period ended June 30, 2007 translated to U.S. dollars.  The exchange rates used for the statements of operations is the simple average of the month end exchange rates for Swiss Francs to US Dollar as published in the Wall Street Journal.  These rates were 0.7984 for the year ended December 31, 2006 and 0.8187 for the six month period ended June 30, 2007.  The June 30, 2007 balance sheet was translated at the June 30, 2007 rate of 0.8187.


Carve Out Adjustments


The DiaMed historical consolidated financial statements include certain subsidiaries that will not be part of Bio-Rad’s operations going forward.  These include three wholly owned subsidiaries that were operated by DiaMed to develop, produce and market blood bags for the transfusion market.  Under the terms of the Share Purchase Agreement entered into by Bio-Rad to purchase a controlling interest in DiaMed, Bio-Rad purchased these subsidiaries as part of the consolidated company but simultaneous with the closing of the agreement they were sold back to the seller as a condition precedent to the closing.  There was no gain or loss on this transaction.


Also included in the historical consolidated financial statements of DiaMed are two variable interest entities for which DiaMed was deemed to be the primary benefactor.  They are a business that provided air charter services to DiaMed and a non-profit organization for the promotion and financing of research and development of diagnostic as well as medical products and technologies.  Upon acquisition by Bio-Rad, these entities will no longer be consolidated into DiaMed because the contract to supply charter services ceased at the acquisition date and the contractual nature of the relationship between DiaMed and the non-profit organization has been renegotiated.


Estimated Purchase Price


The total estimated purchase price of approximately $399.3 million consists of (in millions of dollars):


 

 

 

Net payment required by Share Purchase Agreement

 

$  398.3 

Estimated transaction costs

 

1.0 

 

 

$  399.3 


Preliminary Estimated Purchase Price Allocation


The preliminary allocation of the purchase price to DiaMed’s tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values.  The valuation of these tangible and identifiable intangible assets and liabilities is subject to further management review and may change materially.  Further adjustments to these estimates may be included in the final allocation of the purchase price of DiaMed if the adjustment is determined within the purchase price allocation period.  The allocation period ends when the acquiring entity is no longer waiting for information that it has arranged to obtain and that is known to be available or obtainable.  The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.  The allocation of purchase price does not include the effect of anticipated restructuring activities.


The estimated purchase price has been allocated on a preliminary basis as follows (in millions of dollars):


 

 

 



5





Cash and cash equivalents

 

$   20.9 

Accounts receivable, net

 

50.3 

Inventories

 

54.8 

Other current assets

 

15.5 

Fixed assets

 

56.7 

Goodwill

 

244.1 

Purchased intangibles

 

128.9 

Other non-current assets

 

3.5 

Current liabilities

 

(59.2)

Debt assumed

 

(45.0)

Other liabilities

 

(48.5)

Minority interest

 

(22.7)

Total estimated purchase price

 

$  399.3 


Tangible Assets Acquired and Liabilities Assumed


Bio-Rad has estimated the fair value of tangible assets acquired and liabilities assumed using June 30, 2007 book values for the tangible assets of DiaMed because more current information was not available.


Purchased Intangible Aassets


Bio-Rad has estimated the fair value of the purchased intangible assets which are subject to amortization.  These amounts represent preliminary management estimates prior to completion of a formal asset valuation.  The following table sets forth the preliminary management estimate for the components of these intangible assets and their estimated useful lives (in millions of dollars):


 

 

Preliminary

 

Useful Life

 

 

Fair Value

 

(in years)

Customer relationships

 

$     51.6 

 

3 - 7 

Technological know how

 

19.3 

 

5 - 7 

Marketing related

 

51.6 

 

3 - 5 

Non-compete agreement

 

6.4 

 

Total acquired identifiable intangible assets

 

$   128.9 

 

 


For purposes of estimating amortization expense we have assumed an average useful life of five years for the customer relationships, technological know how and marketing related intangibles assets and three years for the non-compete agreement.


We have not included any amounts for in-process research and development expense as our valuation work is too preliminary to estimate an amount.


2.

Pro Forma Adjustments


The following pro forma adjustments are included in the unaudited pro forma condensed combined statements of operations and the unaudited pro forma condensed combined balance sheet:


a.

The reduction to cash and cash equivalents and short-term investments represents the net cash paid out for

 

the DiaMed acquisition.

 

 

b.

The reduction to accounts receivable and accounts payable represent the elimination of intercompany

 

amounts between Bio-Rad and DiaMed as of June 30, 2007 as Bio-Rad was a customer of DiaMed prior to

 

the acquisition.

 

 

c.

The change to goodwill represents the elimination of DiaMed’s historical goodwill of $1.2 million as of

 

June 30, 2007 and the recording of estimated goodwill of $244.1 million relating to the acquisition of



6





 

DiaMed.

 

 

d.

The change to purchased intangibles represents the elimination of DiaMed’s historical net purchased

 

intangibles of $1.4 million as of June 30, 2007 and the recording of estimated purchased intangibles

 

$128.9 million relating to the acquisition of DiaMed.

 

 

e.

The increase in current liabilities represents estimated accruals for severance and other acquisition related

 

expenses associated with the DiaMed acquisition.  The decrease in other long-term assets represents

 

prepaid acquisition costs previously recorded by Bio-Rad.

 

 

f.

The adjustment to other long-term liabilities represents the deferred tax liability associated with acquired.

 

estimated purchased intangibles.

 

 

g.

The adjustment to minority interest represents the 14.04% ownership of DiaMed not acquired by Bio-Rad.

 

Under the provisions of SFAS 141, the minority interest is not stepped up to fair value in purchase

 

accounting but rather has been recorded based on the historical cost basis of DiaMed at June 30, 2007.

 

 

h.

The reduction to stockholders’ equity reflects the elimination of the historical equity of DiaMed as of

 

June 30, 2007.

 

 

i.

Adjustments to net sales reflect the elimination of DiaMed sales to Bio-Rad and DiaMed royalty revenue

 

recognized from Bio-Rad of $1.5 million for the twelve months ended December 31, 2006 and $0.8 million

 

for the six months ended June 30, 2007.

 

 

j.

Adjustments to cost of sales reflect the elimination of Bio-Rad purchases from DiaMed and DiaMed

 

royalty expense recognized from Bio-Rad of $1.5 million for the twelve months ended December 31, 2006  

 

and $0.8 million for the six months ended June 30, 2007.  Additionally, amortization expense of $14.2

 

million for the twelve months ended December 31, 2006 and $7.1 million for the six months ended

 

June 30, 2007 is included.  This is the amortization of the technological know how and marketing related

 

purchased intangibles.

 

 

k.

Adjustments to selling, general and administrative expense reflect the amortization expense related to

 

customer related and non-competitive purchased intangibles.

 

 

l.

Adjustment to Other (income) expense, net reflects the reduced investment income, primarily interest

 

income that was earned on Bio-Rad’s cash and cash equivalents and short term investments which were

 

used to purchase a controlling interest in DiaMed.  The adjustment was estimated using an annual rate of

 

return of 4.61% for the year ended December 31, 2006 and 4.91% for six months ended June 30, 2007.

 

 

m.

The adjustment to the provision for income taxes reflects the estimated net tax impact of the pro forma

 

adjustments calculated using the applicable tax rate in the jurisdiction of the adjustment.

 

 

 

 

n.

The adjustment to minority interests represents the 14.04% share of DiaMed’s adjusted net income.

 

 





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