-----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, GPnvGAU/HEQCBtDFv73ELZgEFPNbeXoNlX7zE3P6XD2eu/itff/WFF28ZCmo59Vp s70sXsevd1RTtm1VdwYCNQ== 0000926236-98-000104.txt : 19981118 0000926236-98-000104.hdr.sgml : 19981118 ACCESSION NUMBER: 0000926236-98-000104 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DADE BEHRING INC CENTRAL INDEX KEY: 0000942307 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 363949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-90462 FILM NUMBER: 98751867 BUSINESS ADDRESS: STREET 1: 1717 DEERFIELD RD CITY: DEERFIELD STATE: IL ZIP: 60115 BUSINESS PHONE: 7082675400 MAIL ADDRESS: STREET 1: 153 EAST 53RD ST CITY: NEWYORK STATE: NY ZIP: 600150778 FORMER COMPANY: FORMER CONFORMED NAME: DADE INTERNATIONAL INC DATE OF NAME CHANGE: 19950321 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________ FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 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 333-13523 DADE BEHRING INC. (Exact name of Registrant as Specified in its Charter) Delaware 36-3949533 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1717 Deerfield Road Deerfield, Illinois 60015-0778 (Address of Principal Executive Office) (Zip Code) 847-267-5300 (Registrant's Telephone Number, Including Area Code) Indicate by check X 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 proceeding 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 Yes X No _________ The number of shares of the registrant's Common Stock, $.01 par value per share, outstanding as of November 13, 1998, the latest practicable date, was 1,000 shares. PART I. FINANCIAL INFORMATION Item 1. Financial Statements. Dade Behring Inc. Consolidated Balance Sheets December 31, September 30, (Dollars in millions, except 1997 1998 share-related data) (Unaudited) ----------------------------------------------------------------------- Assets Current assets: Cash and cash equivalents $ 20.5 $ 36.4 Restricted cash 3.7 4.8 Accounts receivable, net 359.6 414.7 Inventories 272.5 271.5 Prepaid expenses and other current assets 11.9 23.1 Deferred income taxes 97.0 96.6 ----------------------------------------------------------------------- Total current assets 765.2 847.1 Property, plant and equipment, net 214.5 248.0 Debt issuance costs, net 37.0 32.7 Goodwill, net 135.6 131.3 Deferred income taxes 286.1 257.0 Other assets 72.0 88.5 ----------------------------------------------------------------------- Total Assets $ 1,510.4 $ 1,604.6 ======== ======== Liabilities and Stockholder's Equity Current liabilities: Current portion of long-term debt $ 3.7 $ 6.5 Short-term debt 54.4 98.2 Accounts payable 89.2 81.9 Accrued liabilities 283.9 306.5 ----------------------------------------------------------------------- Total current liabilities 431.2 493.1 Revolving credit facility - - Long-term debt, less current portion 416.9 361.4 Senior subordinated notes 350.0 350.0 Other liabilities 108.2 141.9 ----------------------------------------------------------------------- Total Liabilities 1,306.3 1,346.4 Commitments and contingencies - - Stockholder's equity: Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding - - Additional paid-in capital 468.4 477.6 Notes receivable on capital contributions (0.7) (0.7) Accumulated deficit (252.9) (213.5) Unrealized loss on marketable equity securities (0.1) (0.5) Cumulative translation adjustment (10.6) (4.7) ----------------------------------------------------------------------- Total Stockholder's Equity 204.1 258.2 ----------------------------------------------------------------------- Total Liabilities and Stockholder's Equity $ 1,510.4 $ 1,604.6 ======== ======== See accompanying notes to consolidated financial statements.
Dade Behring Inc. Consolidated Statements of Operations Three Months Ended Nine Months Ended September 30, September 30, (Dollars in millions) 1997 1998 1997 1998 - ------------------------------------------------------------------------------ (Unaudited) (Unaudited) Net sales $ 204.1 $ 306.2 $ 612.2 $ 950.9 - ------------------------------------------------------------------------------ Operating costs and expenses: Cost of goods sold 105.8 126.1 307.4 385.1 Marketing and administrative expenses 64.5 119.7 197.9 373.7 Research and development expenses 11.1 22.4 34.7 66.9 Goodwill amortization expense 1.4 1.8 4.1 4.5 - ------------------------------------------------------------------------------ Income from operations 21.3 36.2 68.1 120.7 - ------------------------------------------------------------------------------ Other income (expense) Interest expense, net (22.8) (20.6) (66.0) (61.4) Other 10.4 3.5 10.3 3.2 - ------------------------------------------------------------------------------ Income before income taxes 8.9 19.1 12.4 62.5 Income tax expense 3.3 7.0 4.6 23.1 - ------------------------------------------------------------------------------ Net income $ 5.6 $ 12.1 $ 7.8 $ 39.4 - ------------------------------------------------------------------------------ See accompanying notes to consolidated financial statements.
Dade Behring Inc. Consolidated Statements of Cash Flows Nine Months Ended September 30, (Dollars in millions) 1997 1998 (Unaudited) ------------------------------------------------------------------- Operating Activities: Net income $ 7.8 $ 39.4 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 44.8 40.6 Deferred income taxes 4.6 29.5 Stock based compensation expense - 9.0 Changes in balance sheet items: Accounts receivable, net 4.5 (49.9) Inventories (17.6) (15.6) Prepaid expenses and other current assets 1.2 (12.3) Accounts payable (11.3) (7.3) Accrued liabilities (18.4) 22.6 Long-term notes receivable - (3.9) Other, net (1.1) (10.3) ------------------------------------------------------------------- Net cash flow provided by operating activities 14.5 41.8 ------------------------------------------------------------------- Investing Activities: Acquisitions, net of acquired cash (1.3) - Proceeds for purchase price adjustment - 32.5 Proceeds from sales of assets 0.7 24.4 Capital expenditures (32.6) (74.1) ------------------------------------------------------------------- Net cash flow utilized by investing activities (33.2) (17.2) ------------------------------------------------------------------- Financing Activities: Proceeds from short-term debt, net of repayments 4.6 43.8 Deferred financing fees (0.5) - Proceeds from borrowings under bank credit agreement, net of repayments 17.7 (52.3) ------------------------------------------------------------------- Net cash flow provided (utilized) by financing 21.8 (8.5) activities ------------------------------------------------------------------- Effect of foreign exchange rates on cash (0.3) (0.2) ------------------------------------------------------------------- Net increase in cash and cash equivalents 2.8 15.9 Cash and Cash Equivalents: Beginning of Period 3.7 20.5 ------------------------------------------------------------------- End of Period $ 6.5 $ 36.4 ------------------------------------------------------------------- See accompanying notes to consolidated financial statements.
DADE BEHRING INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions) Note 1. Organization and Business Dade Behring Inc., formerly Dade International Inc., (the "Company") was incorporated in Delaware in 1994 and is a wholly owned subsidiary of Dade Behring Holdings, Inc., formerly Diagnostics Holding Inc. ("Holdings"). Bain Capital, Inc., GS Capital Partners, L.P., an affiliate of Goldman Sachs Group, L.P., their respective related investors, Hoechst A.G. and certain of its affiliates ("Hoechst") and the management of the Company own substantially all of the capital stock of Holdings. The Company develops, manufactures and markets in vitro diagnostic equipment, reagents, consumable supplies and services worldwide. Effective December 16, 1994, the Company acquired (the "Dade Acquisition") the worldwide in vitro diagnostics products manufacturing and services businesses and net assets of Baxter Diagnostics, Inc. and certain of its affiliates, from Baxter International Inc. and its affiliates ("Baxter"). The Dade Acquisition was accounted for as a purchase. Effective May 1, 1996, the Company acquired (the "Chemistry Acquisition") the worldwide in vitro diagnostics business ( "Dade Chemistry" ) of E.I. du Pont de Nemours and Company. The operating results and acquired assets and assumed liabilities of the Chemistry Acquisition, which was accounted for as a purchase, have been reflected in the Company's consolidated financial statements since May 1, 1996. Effective October 1, 1997, Holdings acquired the stock and beneficial interests of various subsidiaries of Hoechst that operated its worldwide in vitro diagnostic business ("Behring"). The stock and beneficial interest was contributed to the Company effective October 1, 1997. The results of operations of Behring and the preliminary allocation of purchase price to the acquired assets and assumed liabilities after giving effect to certain contractual purchase price adjustments, as determined in accordance with the purchase method of accounting, have been reflected in the Company's consolidated financial statements since October 1, 1997. Note 2. Inventories Inventories of the Company consist of the following (in millions): December 31, September 30, 1997 1998 ------------- ------------- (unaudited) Raw materials $ 59.5 $ 52.8 Work-in-process 64.0 55.5 Finished products 149.0 163.2 ------- ------ Total inventories $272.5 $271.5 ====== ====== Note 3. Comprehensive Income Comprehensive income of the Company consists of the following (in millions): Nine months ended September 30, 1997 1998 ----------------------- (Unaudited) Net income $ 7.8 $39.4 Other comprehensive income (loss) (11.0) 5.5 ------- ----- Total comprehensive income (loss) $ (3.2) $44.9 ======= ===== Comprehensive income represents the sum of net income, the change in the cumulative translation adjustment and the unrealized loss on marketable securities. Note 4.Sales of Product Lines During the quarter ended September 30, 1998, the Company sold certain assets of its nonproprietary controls, Analyst clinical chemistry analyzer and Chlamydia product lines to separate buyers. Aggregate net sales proceeds in cash and notes totaled $36.4 million from the transactions, resulting in a net pre-tax gain of $5.1 million. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The Company's 1997 Annual Report on Form 10-K contains management's discussion and analysis of the Company's financial condition and results of operations as of and for the year ended December 31, 1997. The following management's discussion and analysis focuses on material changes since that time and should be read in conjunction with the 1997 Annual Report on Form 10-K. Relevant trends that are reasonably likely to be of a material nature are discussed to the extent known. Certain statements included in this document are forward-looking, such as statements relating to estimates of operating and capital expenditure requirements, future revenue and operating income, estimated Year 2000 expenditures, and cash flow and liquidity. Such forward-looking statements are based on management's current expectations and are subject to a number of risks and uncertainties that could cause actual results in the future to differ significantly from results expressed or implied in any forward-looking statements made by, or on behalf of, the Company. These risks and uncertainties include, but are not limited to, uncertainties relating to economic and business conditions, governmental and regulatory policies, and the competitive environment in which the Company operates. These and other risks are discussed in some detail below as well as in other documents filed by the Company with the Securities and Exchange Commission. Comparability Because of the inclusion of Behring operations, the Company's unaudited statements of operations and cash flows for the nine months ended September 30, 1998 are not comparable with the prior year period. Results of Operations Net Sales Net sales for the three months ended September 30, 1998 totaled $306.2 million, an increase of $102.1 million or 50.0% from the comparable period a year ago. This increase was primarily due to the inclusion of Behring sales in the current period. Adverse foreign currency exchange rates reduced sales in the current quarter by $5.1 million. Net sales for the nine months ended September 30, 1998 were $950.9 million, an increase of $338.7 million or 55.3% over the comparable period of 1997. This increase was due to the inclusion of nine months of sales from Behring operations in the current period offset partially by the adverse impact of foreign exchange rates of $24.3 million. Gross Profit Gross profit for the three months ended September 30, 1998 was $180.1 million as compared to $98.3 million reported in the comparable period of the prior year. The $81.8 million increase in gross profit in the current quarter was primarily attributable to the increase in net sales discussed above and improved margins. Gross margins for the current quarter increased to 58.8% as compared to 48.2% in the third quarter of 1997. The increase in gross margins is attributable to improved product mix and the realization of cost reductions resulting from the integration of Behring operations. Gross profit for the nine months ended September 30, 1998 totaled $565.8 million as compared to $304.8 million for the first nine months of 1997. The $261.0 million increase in gross profit over the comparable period in the prior year was due to the inclusion of nine months of Behring sales during 1998, improved margins resulting from improved product mix and the realization of cost reductions resulting from the integration of Behring operations. Gross margins for the nine months ended September 30, 1998 increased to 59.5% as compared to 49.8% for the comparable period in 1997. Marketing and Administrative Expense Marketing and administrative expense for the quarter totaled $119.7 million, as compared to $64.5 million for the comparable period of 1997. The increase for the three month period ended September 30, 1998 was primarily attributable to the Behring acquisition, including approximately $3.8 million of nonrecurring integration costs incurred to integrate the Behring operations into the Company. Additionally, the Company recorded $3.0 million of non-cash, stock-based compensation expense in the quarter. Marketing and administrative expense for the nine months ended September 30, 1998 totaled $373.7 million as compared to $197.9 million for the first nine months of 1997. The $175.8 million increase was primarily attributable to the Behring acquisition, including approximately $16.4 million of nonrecurring integration costs and $9.0 million of non-cash stock-based compensation expense. Research and Development Expense Research and development expense for the quarter ended September 30, 1998 was $22.4 million, an $11.3 million increase from the comparable period of 1997. For the first nine months ended September 30, 1998, research and development expenses totaled $66.9 million as compared to $34.7 million for the first nine months of 1997. The increase in research and development expense for the comparable quarter and nine month year over year periods is due to the inclusion of Behring research and development activities and higher investment in the core product lines. Operating Income Income from operations for the quarter ended September 30, 1998 totaled $36.2 million as compared to $21.3 million for the same period last year. The increase is due to higher sales volumes resulting from the inclusion of Behring operations, improved margins and cost synergies partially offset by nonrecurring integration costs of $3.8 million and $3.0 million of non-cash stock-based compensation expense. Income from operations for the nine months ended September 30, 1998 totaled $120.7 million as compared to $68.1 million for the same period last year. The increase is due to higher sales volume resulting from inclusion of Behring operations, improved margins and cost synergies partially offset by nonrecurring integration costs of $16.4 million and $9.0 million of non-cash, stock-based compensation expense. Other Income (Expense) For the three month period ended September 30, 1998, net interest expense was $20.6 million, a $2.2 million decrease over the same period 1997. For the nine month period ended September 30, 1998, net interest expense was $61.4 million, a $4.6 million decrease over the same period 1997. The decrease in net interest expense for the quarter and the nine months ended September 30, 1998 is attributable to lower overall levels of borrowing and lower interest rates on the Company's long-term debt. During the quarter ended September 30, 1998, the Company sold certain assets of its nonproprietary controls, Analyst clinical chemistry analyzer and Chlamydia product lines to separate buyers. The net pretax gain of $5.1 million from the sales was included in Other Income. Income Taxes The effective tax rate for the quarter and nine months ended September 30, 1998 was approximately 37%, which was consistent with the effective rate of 37% recorded for the quarter and nine month periods ended September 30, 1997. Net Income Net income for the three months ended September 30, 1998 totaled $12.1 million as compared to $5.6 million for the three months ended September 30, 1997. The increase was primarily attributable to the inclusion of three months of Behring operating results and cost synergies realized from the integration of Behring operations into the Company, offset by after-tax nonrecurring integration costs of $2.4 million and an after-tax charge of $1.9 million for non-cash, stock-based compensation expense. Net income for the nine months ended September 30, 1998 totaled $39.4 million as compared to $7.8 for the nine months ended September 30, 1997. The increase was primarily attributed to the inclusion of nine months of Behring operations and cost synergies realized from the integration of the Behring operations into the Company, offset by after-tax nonrecurring integration costs of $10.3 million and an after-tax charge of $5.7 million for non-cash, stock-based compensation expense. Liquidity and Capital Resources During the third quarter of 1998, working capital decreased $12.7 million to $354.0 million. The decrease in working capital was primarily attributable to the repayment of $30.0 million of long-term debt, which reduced the level of cash and cash equivalents. During the nine months ended September 30, 1998, working capital increased $20.0 million. This increase was primarily due to higher cash levels and an increase in trade receivables in Spain, principally because Spain trade receivables were not acquired in the Behring acquisition. Offsetting these increases in current assets were increases in short-term debt and accrued expenses, which were primarily timing related. Capital expenditures of the Company during the third quarter of 1998 were $22.1 million as compared to $8.5 million in the comparable period last year. The increase is attributable to three months of Behring activity included in the current quarter along with integration related capital spending of $1.2 million. On a current year to date basis, capital expenditures totaled $74.1 million compared to $32.6 million for the similar period in 1997. The year over year increase of $41.5 million is primarily attributable to the inclusion of nine months of Behring operations along with integration related capital spending of $6.8 million. Certain information systems in use today may not be able to interpret dates after December 31, 1999 because such systems allow only two digits to indicate the year in a date. As a result, such systems are unable, for example, to distinguish January 1, 2000 from January 1, 1900. Such inability to properly distinguish between dates could have adverse consequences on the operations of a business and the integrity of information processing. This potential problem is commonly referred to as the "Year 2000" or "Y2K" issue. The Company has completed a thorough review of its information systems and product offerings for Year 2000 issues. The scope of this review included information technology infrastructure components (such as hardware, operating systems and communication equipment), business application software, production and research equipment, laboratory products and associated applications, building and facilities systems, personal computers, and the status of all key suppliers' Year 2000 remediation efforts. Based on the results of the review, a formal plan has been established by the Company to address Year 2000 issues. Although the identification and successful remediation of all Year 2000 issues cannot be assured with absolute certainty, the Company expects a successful execution of the Year 2000 plan. The inability of the Company or third parties on which it relies to resolve Year 2000 issues could have a material adverse effect on the Company's results of operations and financial condition. The plan, which provides a process for periodic progress reporting on a site and region basis, prioritizes mission critical and urgent Year 2000 issues. Progress against the plan is meeting interim mileposts. To date, approximately 40% of the testing of modified applications has been executed. The majority of mission critical and urgent Year 2000 issues are planned to be remedied by the end of the second quarter of 1999, and all are expected to be resolved no later than the end of the third quarter of 1999. Contingency plans, as necessary, will be fully established beginning in the first quarter of 1999 for all remaining mission critical and urgent Year 2000 issues. To date, contingency plans for approximately 15% of issues have been developed. In connection with the resolution of Year 2000 issues, the Company expects to incur expenses during 1998 and 1999 of approximately $5.7 million and $25.6 million, respectively. However, there can be no assurance that these costs will not be greater than anticipated. Management believes cash flows from operating activities, together with available short-term and revolving credit borrowing capacity under the Company's existing credit agreements, are sufficient to permit the Company to meet its foreseeable financial obligations and fund its operations and planned investments. PART II. OTHER INFORMATION Item 1. Legal Proceedings. The Company is involved in a number of legal proceedings, none of which is expected to have a material adverse effect on the Company's business or financial condition. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. See Index to Exhibits, page X-1. (b) Reports on Form 8-K. None. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DADE BEHRING INC. (Registrant) Date: November 16, 1998 By: /s/ James W. P. Reid-Anderson James W. P. Reid-Anderson Executive Vice President, Chief Administrative Officer and Chief Financial Officer (Duly authorized Officer of Registrant) Index to Exhibits 10.1 Eighth Amendment to Credit Agreement dated as of October 16, 1998 among Dade Behring Holdings, Inc., Dade Behring Inc., various lending institutions and Bankers Trust Company, as Agent. EX-10.1 2 EXHIBIT 10.1 EIGHTH AMENDMENT TO CREDIT AGREEMENT EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of October 16, 1998, among DADE BEHRING HOLDINGS, INC. ("Holdings"), DADE BEHRING INC. (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Banks") and BANKERS TRUST COMPANY, as Agent (the "Agent") for the Banks. All capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H : WHEREAS, Holdings, the Borrower, the Banks and the Agent are parties to a Credit Agreement, dated as of May 7, 1996 and amended and restated as of April 29, 1997 (as amended, modified, restated or supplemented to the date hereof, the "Credit Agreement"); and WHEREAS, the Banks wish to grant the consent provided below, and the parties hereto wish to amend the Credit Agreement as herein provided; NOW, THEREFORE, it is agreed: I. Amendments and Consents to Credit Agreement. 1. Notwithstanding anything to the contrary contained in Sections 7.11 and 8.16 of the Credit Agreement, in the Pledge Agreement, in the First Amendment, in the Second Amendment to Credit Agreement, dated as of December 12, 1997, or in the Fifth Amendment to Credit Agreement, dated as of April 30, 1998, the Banks hereby agree that Holdings and its Subsidiaries shall not (subject to the immediately succeeding proviso) be required to pledge to the Pledgee under the Pledge Agreement the capital stock of any of the Foreign Subsidiaries listed on Annex I hereto (each, an "Excluded Pledge Subsidiary"); provided however, that if, at the time of the delivery of the financial statements provided in Section 7.01(c) of the Credit Agreement, the aggregate book value of the gross assets, or the aggregate net revenues for the last four fiscal quarters, of the Excluded Pledge Subsidiaries exceeds at any time 3.0% of the book value of consolidated gross assets or consolidated net revenues, as the case may be, of Holdings and its Subsidiaries, then upon the request of the Administrative Agent or the Required Banks, Holdings or the relevant Subsidiary shall, within 90 days following such request, pledge the capital stock of such of the Excluded Pledge Subsidiaries as the Borrower may select in its discretion (at which time any such Excluded Pledge Subsidiary the stock of which is so pledged shall cease to constitute an "Excluded Pledge Subsidiary" and Annex I hereto shall be deemed modified to reflect such change) as may be required to ensure that the aggregate book value of the gross assets, or the aggregate net revenues for the last four fiscal quarters, of the then Excluded Pledge Subsidiaries does not exceed 3.0% of the book value of consolidated gross assets or consolidated net revenues, as the case may be, of Holdings and its Subsidiaries, with any such pledge of capital stock required pursuant to this proviso to be made in accordance with the relevant requirements of the Pledge Agreement and the Credit Agreement. 2. Notwithstanding anything to the contrary contained in Sections 7.11 and 8.16 of the Credit Agreement or in the Pledge Agreement, the Banks hereby agree that Dade Finance Inc. shall not be required to pledge to the Pledgee under the Pledge Agreement any of the capital stock of Dade Behring Grundstucks GmbH. 3. The definition of "Consolidated EBIT" appearing in Section 10 of the Credit Agreement is hereby amended by inserting the following text immediately after clause (viii) appearing in said definition: ", (ix) any one-time charge deducted in determining Consolidated Net Income for such period and relating to the Vendor Financing Program, provided that the aggregate amount of charges added back pursuant to this clause (ix) for all periods shall not exceed $4,500,000 and (x) non-recurring costs arising in connection with the implementation by Holdings and its Subsidiaries of the Year 2000 and Euro conversions, provided that the aggregate amount of costs added back pursuant to this clause (x) for all periods shall not exceed $35,000,000". II. Miscellaneous Provisions. 1. In order to induce the Banks to enter into this Amendment, the Borrower hereby represents and warrants that: (a) no Default or Event of Default exists as of the Eighth Amendment Effective Date, both before and after giving effect to this Amendment; and (b) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on and as of the Eighth Amendment Effective Date, both before and after giving effect to this Amendment, with the same effect as though such representations and warranties had been made on and as of the Eighth Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date). 2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 3. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Agent. 4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 5. This Amendment shall become effective on the date (the "Eighth Amendment Effective Date") when each of Holdings, the Borrower and the Required Banks shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Agent at its Notice Office. 6. From and after the Eighth Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby. * * * (i) Dade Behring Diagnostics San Bhd (Malaysia); (ii) PT Behrindonusa Perkasa (Indonesia); (iii) Dade Behring Diagnostics, Inc. (Philippines); (iv) Dade Behring Diagnostics Ltd. (Thailand); (v) Dade Behring Diagnostics Asia Pte. Ltd (Singapore); (vi) Dade Behring Diagnostics S.A.E. (Egypt); (vii) Dade Behring Diagnostics Ltda (Brazil); (viii) Dade Behring Diagnostics Ltd (UK); (ix) Behring Diagnostics AG (Switzerland); and (x) Behring Diagnostika Tibbi Tani Arac ve Gerecleri Ticaret Ltd Sirketi (Turkey) IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written. DADE BEHRING HOLDINGS, INC. By /s/ ------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer DADE BEHRING INC. By /s/ ------------------------------------- Name: Nancy A. Krejsa Title: Vice President & Treasurer BANKERS TRUST COMPANY, Individually, as Agent and as Collateral Agent By /s/ ------------------------------------- Name: Mary K. Coyle Title: Managing Director THE BANK OF NOVA SCOTIA By /s/ ------------------------------------- Name: M.D. Smith Title: Agent Operations BANK OF TOKYO-MITSUBISHI TRUST COMPANY By /s/ ------------------------------------- Name: Paul Malecki Title: Vice President BANKBOSTON, N. A. By /s/ ------------------------------------- Name: Christopher J. Wickle Title: Vice President GENERAL ELECTRIC CAPITAL CORPORATION By /s/ ------------------------------------- Name: Holly Kaczmarczyk Title: Duly Authorized Signatory SANWA BUSINESS CREDIT CORPORATION By /s/ ------------------------------------- Name: Lawrence J. Placek Title: Vice President ABN AMRO BANK N.V., Chicago Branch By /s/ ------------------------------------- Name: Joann L. Holman Title: Vice President By /s/ ------------------------------------- Name: Darin P. Fischer Title: Assistant Vice President AG CAPITAL FUNDING PARTNERS, L.P. By: Angelo, Gordon & Co., L.P., as Investment Advisor By /s/ ------------------------------------- Name: Jeffrey H. Aronson Title: Managing Director CITIBANK, N.A. By /s/ ------------------------------------- Name: Title: CITY NATIONAL BANK By /s/ ------------------------------------- Name: Title: CREDIT AGRICOLE INDOSUEZ By /s/ ------------------------------------- Name: David Bouhl, F.V.P. Title: Head of Corporate Banking - Chicago By /s/ ------------------------------------- Name: Dean Balice Title: Senior Vice President Branch Manager CRESCENT/MACH I PARTNERS, L.P. By TCW Asset Management Company, its Investment Manager By/s/ ------------------------------------- Name: Title: DAI-ICHI KANGYO BANK LTD. By/s/ ------------------------------------- Name: Title: DELANO COMPANY By Pacific Investment Management Company, as its Investment Advisor By/s/ ------------------------------------- Name: Title: FIRST NATIONAL BANK OF CHICAGO By /s/ ------------------------------------- Name: Christopher Cavaiani Title: Vice President THE FUJI BANK, LIMITED By /s/ ------------------------------------- Name: Title: IMPERIAL BANK By /s/ ------------------------------------- Name: Title: KEYPORT LIFE INSURANCE COMPANY By: Stein, Roe & Farnham, as Investment Advisor By /s/ ------------------------------------- Name: Brian W. Good Title: Vice President & Portfolio Manager MERRILL LYNCH DEBT STRATEGIES PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment advisor By /s/ ------------------------------------- Name: Title: MERRILL LYNCH PRIME RATE PORTFOLIO By: Merrill Lynch Asset Management L.P., as Investment Advisor By /s/ ------------------------------------- Name: Title: MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By /s/ ------------------------------------- Name: Title: OCTAGON LOAN TRUST, By: Octagon Credit Investors, its Manager By /s/ ------------------------------------- Name: Title: PILGRIM AMERICA PRIME RATE TRUST By: PILGRIM AMERICA INVESTMENTS, INC., as its Investment Manager By /s/ ------------------------------------- Name: Charles E. LeMieux, CFA Title: Assistant Vice President MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By /s/ ------------------------------------- Name Title: SAKURA BANK LTD. By /s/ ------------------------------------- Name: : Masayuki Kobayashi Title: Joint General Manager SOCIETE GENERALE By /s/ ------------------------------------- Name: Jose Gutierrez Title: Vice President SOUTHERN PACIFIC BANK By /s/ ------------------------------------- Name: Charles D. Martorano Title: Senior Vice President CAPTIVA FINANCE LTD. By /s/ ------------------------------------- Name: Title: EX-27 3
5 This schedule contains summary financial information extracted from Dade Behring, Inc. and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS 9-MOS DEC-31-1998 DEC-31-1998 SEP-30-1998 SEP-30-1998 36,400 36,400 0 0 414,700 414,700 0 0 271,500 271,500 847,100 847,100 248,000 248,000 0 0 1,604,600 1,604,600 493,100 493,100 0 0 0 0 0 0 0 0 258,200 258,200 1,604,600 1,604,600 306,200 950,900 306,200 950,900 126,100 385,100 270,000 830,200 3,500 3,200 0 0 20,600 61,400 19,100 62,500 7,000 23,100 12,100 39,400 0 0 0 0 0 0 12,100 39,400 .00 .00 .00 .00
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