Diagnostic Products (DP) 10-Q 2001 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2001
[   ]	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 1-9957

Diagnostic Products Corporation
(Exact name of registrant as specified in its charter)

California	95-2802182
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

5700 West 96th Street
Los Angeles, California 90045
(Address of principal executive offices)

Registrant’s telephone number:(310) 645-8200

No change

(Former name, former address, and former fiscal year, if changed since last report)

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.

[YES   X]     [NO      ]

The number of shares of Common Stock, no par value, outstanding as of September 30, 2001, was 28,259,470.

1

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM I. FINANCIAL STATEMENTS
		CONSOLIDATED STATEMENTS OF INCOME
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
SIGNATURES

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(unaudited)

(In Thousands, except per share data)
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2001			2000			2001			2000
SALES:
	Non-Affiliated Customers	$	62,072		$	57,792		$	188,435		$	167,065
	Unconsolidated Affiliates		5,794			2,787			20,026			16,343
	Total Sales		67,866			60,579			208,461			183,408
COST OF SALES			28,849			26,695			89,061			81,849
	Gross Profit		39,017			33,884			119,400			101,559
OPERATING EXPENSES:
Selling			12,352			10,657			37,188			32,732
Research and Development			7,786			6,465			24,073			19,714
General and Administrative			6,270			6,200			19,068			19,494
Equity in Income of Affiliates			(626	)		(158	)		(2,227	)		(1,256	)
OPERATING EXPENSES — NET			25,782			23,164			78,102			70,684
	OPERATING INCOME		13,235			10,720			41,298			30,875
Interest/Other Income (Expense) — Net			238			(1,040	)		(462	)		(1,047	)
INCOME BEFORE TAXES AND MINORITY INTEREST			13,473			9,680			40,836			29,828
PROVISION FOR INCOME TAXES			4,176			2,875			12,495			9,004
MINORITY INTEREST			166			408			649			1,107
	NET INCOME	$	9,131		$	6,397		$	27,692		$	19,717
EARNINGS PER SHARE:
	BASIC	$	0.32		$	0.23		$	0.99		$	0.72
	DILUTED	$	0.31		$	0.22		$	0.94		$	0.71
WEIGHTED AVERAGE SHARES OUTSTANDING:
	BASIC		28,221			27,624			28,064			27,480
	DILUTED		29,601			28,486			29,364			27,904

2

DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(unaudited)

(Dollars in Thousands)
		September 30,			December 31,
		2001			2000
Assets
CURRENT ASSETS:
	Cash and cash equivalents	$	26,865		$	26,395
	Accounts receivable (including receivables from unconsol- idated affiliates of $3,718 and $3,633) — net of allowance for doubtful accounts of $1,216 and $750		75,283			68,222
	Inventories		63,795			60,247
	Prepaid expenses and other current assets		884			528
	Deferred income taxes		2,881			2,881
	Total current assets		169,708			158,273
PROPERTY, PLANT AND EQUIPMENT:
	Land and buildings		37,051			37,394
	Machinery and equipment		69,463			66,137
	Leasehold improvements		7,257			7,242
	Construction in progress		14,191			3,607
	Total		127,962			114,380
	Less accumulated depreciation and amortization		64,405			61,367
	Property, plant and equipment — net		63,557			53,013
SALES-TYPE AND OPERATING LEASES — net			48,328			40,582
DEFERRED INCOME TAXES			2,536			2,536
INVESTMENTS IN AFFILIATED COMPANIES			15,553			13,465
EXCESS OF COST OVER NET ASSETS ACQUIRED — Net of accumulated amortization of $11,570 and $10,735			11,758			12,615
TOTAL ASSETS		$	311,440		$	280,484
Liabilities and Shareholders’ Equity
CURRENT LIABILITIES:
	Notes payable	$	14,407		$	15,557
	Accounts payable		26,376			24,987
	Accrued liabilities		11,225			11,409
	Income taxes payable		7,994			1,507
	Total current liabilities		60,002			53,460
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
	Common Stock — no par value, authorized 60,000,000 shares; outstanding 28,259,470 shares and 27,836,788 shares, respectively	$	50,459		$	44,838
	Retained earnings		231,109			208,465
	Accumulated other comprehensive loss		(30,130	)		(26,279	)
Total shareholders’ equity			251,438			227,024
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	311,440		$	280,484

3

DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

					Nine Months Ended
(Dollars in Thousands)					September 30,
					2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income				$	27,692		$	19,717
		Adjustments to reconcile net income to net cash flows from operating activities:
				Depreciation and amortization		19,779			15,108
				Equity in undistributed income of unconsolidated affiliates		(2,227	)		(1,256	)
		Changes in operating assets and liabilities:
				Accounts receivable		(10,134	)		(15,751	)
				Inventories		(4,675	)		(3,022	)
				Prepaid expenses and other current assets		(356	)		60
			Accounts payable			6,839			6,771
			Accrued liabilities			(184	)		205
			Income taxes payable			6,605			(2,498	)
	Net cash flows from operating activities					43,339			19,334
CASH FLOWS USED FOR INVESTING ACTIVITIES:
				Additions to property, plant, and equipment		(16,923	)		(7,436	)
				Sales — type and operating leases		(24,451	)		(12,938	)
				Investment in affiliated companies		(1,231	)		(115	)
	Net cash flows used for investing activities					(42,605	)		(20,489	)
CASH FLOWS FROM FINANCING ACTIVITIES:
				(Repayment) borrowing of notes payable		(64	)		310
				Proceeds from exercise of stock options		5,621			4,259
				Cash dividends paid		(5,048	)		(4,942	)
	Net cash flows from financing activities					509			(373	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH						(773	)		(665	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						470			(2,193	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD						26,395			14,547
CASH AND CASH EQUIVALENTS AT END OF PERIOD					$	26,865		$	12,354

4

DIAGNOSTIC PRODUCTS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Note 1 — Basis of Presentation

The information for the three months and nine month periods ended September 30, 2001 and 2000 has not been audited by independent public accountants, but includes all adjustments (consisting of normal recurring accruals) that are, in the opinion of management, necessary to a fair statement of the results for such periods.

Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the requirements of the Securities and Exchange Commission, although the Company believes that the disclosures included in these financial statements are adequate to make the information not misleading.

The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2000 Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

The results of operations for the three-month and nine-month periods ended September 30, 2001 are not necessarily indicative of the results to be expected for the year ending December 31, 2001.

Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding. Diluted earnings per share includes the dilutive effect of stock options. All share and per share amounts have been adjusted to give effect to a 2 for 1 stock split occurring on June 1, 2001.

Note 2 — Inventories

Inventories by major categories are summarized as follows:

(Dollars in Thousands)	September 30,		December 31,
	2001		2000
Raw materials	$	27,004	$	23,381
Work in process		23,775		23,862
Finished goods		13,016		13,004
Total	$	63,795	$	60,247

Note 3 — Comprehensive Income

Comprehensive income is summarized as follows:

(Dollars in Thousands)	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2001		2000			2001			2000
Net income	$	9,131	$	6,397		$	27,692		$	19,717
Foreign currency translation adjustment		1,502		(3,871	)		(3,851	)		(7,869	)
Comprehensive income	$	10,633	$	2,526		$	23,841		$	11,848

The Company does not provide for U.S. income taxes on foreign currency translation adjustments because it does not provide for such taxes on undistributed earnings of foreign subsidiaries.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4 — Segment and Product Line Information

The Company considers its manufactured instruments and medical immunodiagnostic test kits as one operating segment, as the kits are required to run the instruments and utilize similar technology and instrument manufacturing processes. The Company manufactures its instruments and kits principally from facilities in the United States and the United Kingdom. Kits and instruments are sold to hospitals, medical centers, clinics, physicians, and other clinical laboratories throughout the world through a network of distributors, including consolidated distributors located in the United Kingdom, Germany, Czech Republic, Poland, Spain, The Netherlands, Belgium, Luxembourg, Finland, Norway, France, Australia, New Zealand, China, Brazil, Uruguay, Venezuela, Costa Rica, Panama, Sweden, Latvia, Lithuania, Estonia, and Denmark.

The Company sells its instruments and immunodiagnostic test kits under several product lines. Product line sales information is as follows:

(Dollars in Thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2001		2000		2001		2000
Sales:
IMMULITE	$	54,767	$	48,072	$	168,209	$	141,443
Radioimmunoassay (RIA)		8,676		8,106		25,895		25,903
Other (Includes DPC and non- DPC products)		4,423		4,401		14,357		16,062
	$	67,866	$	60,579	$	208,461	$	183,408

The Company is organized and managed by geographic area. Transactions between geographic segments are accounted for as normal sales for internal reporting and management purposes with all intercompany amounts eliminated in consolidation. Sales are attributed to geographic area based on the location from which the instrument or kit is shipped to the customer. Information reviewed by the Company’s chief operating decision maker on significant geographic segments is prepared on the same basis as the consolidated financial statements and is as follows:

			Euro/DPC		DPC
			Limited		Biermann*			DPC Medlab*					Less:
	United		(United		(German			(Brazilian					Intersegment
	States		Kingdom)		Group)			Group)		Other			Elimination			Total
(Dollars in Thousands)
Three Months Ended September 30, 2001
Sales	$	51,088	$	9,753	$	7,919		$	7,294	$	13,517		$	(21,705	)	$	67,866
Net income (loss)		4,837		1,620		139			211		2,924			(600	)		9,131
Three Months Ended September 30, 2000
Sales	$	42,591	$	7,618	$	7,155		$	8,105	$	11,321		$	(16,211	)	$	60,579
Net income (loss)		4,451		1,342		(358	)		519		(57	)		500			6,397
Nine Months Ended September 30, 2001
Sales	$	154,986	$	27,359	$	24,455		$	21,994	$	41,430		$	(61,763	)	$	208,461
Net income (loss)		14,384		4,377		577			824		9,330			(1,800	)		27,692
Nine Months Ended September 30, 2000
Sales	$	126,585	$	23,626	$	22,646		$	22,058	$	37,183		$	(48,690	)	$	183,408
Net income (loss)		14,184		3,754		(578	)		1,410		1,147			(200	)		19,717

*DPC Biermann includes the Company’s operations in Germany, the Czech Republic, and Poland. DPC Medlab includes the Company’s operations in Brazil, Uruguay, Venezuela, Costa Rica, and Panama.

6

Note 5 — New Accounting Pronouncements

In June, 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Amortization of goodwill, including goodwill recorded in business combinations occurring prior to June 30, 2001, will cease upon adoption of this statement. In addition, the standard includes provisions for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill, and the identification of reporting units for purposes of assessing potential future impairments of goodwill. Under SFAS Nos. 141 and 142, goodwill and other intangibles are initially assessed for impairment upon adoption of the statements with subsequent assessments required annually and when there is reason to suspect that their values have been diminished or impaired, with any corresponding write-downs recognized as necessary.

The Company was required to implement SFAS No. 141 on July 1, 2001, and has determined that the impact of this statement is not material to its consolidated financial position or results of operations. The Company is required to implement SFAS No. 142 on January 1, 2002 and once adopted annual goodwill amortization of approximately $1.3 million will cease. Beyond the impact to its amortization of goodwill, the Company has not determined the impact that this statement will have on its consolidated financial position or results of operations.

During the third quarter of 2001, the Financial Accounting Standards Board issued SFAS No. 143, “Accounting for Asset Retirement Obligations” and SFAS No. 144, “Accounting for the Impairment and Disposal of Long-Lived Assets.” These new standards clarify and supersede existing guidance for the reporting and accounting for asset impairments and asset retirements. SFAS No. 143 will be effective for the Company beginning January 1, 2003. SFAS No. 144 will be effective for the Company beginning January 1, 2002. The Company is still in the process of evaluating the impact that these standards will have on its consolidated financial position and results of operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The Company’s sales increased 12.0% in the third quarter ended September 30, 2001 to $67.9 million compared to sales of $60.6 million in the third quarter of 2000. Sales increased 13.7% to $208.5 million in the first nine months of 2001 from $183.4 million in the first nine months of 2000. Sales of all IMMULITE products (instruments and reagents) in the three and nine months ended September 30, 2001 were $54.8 million and $168.2 million, increases of 13.9% and 18.9% over the corresponding periods of 2000. Sales of IMMULITE products represented 80.7% of sales in the first nine months of 2001, compared to 77.1% of sales in the first nine months of 2000.

Because the Company ships virtually its entire product by air, the closing of domestic airports in response to the events of September 11, 2001, caused certain shipments to be delayed. These delays did not have a material impact on sales, and shipments have largely returned to normal.

IMMULITE reagents represented $45.3 million of 2001 third quarter sales, a 25.5% increase over the third quarter of 2000 and $132.8 million of sales in the first nine months of 2001, a 25.9% increase over the first nine months of 2000. Sales of IMMULITE systems (including service revenue and parts) were $9.5 million in the 2001 third quarter, down 21.2% from the third quarter of 2000, reflecting a lessor percentage of instruments being sold outright as compared to being rented or soft placed. In the first nine months of 2001, sales of IMMULITE systems (including service revenue and parts) decreased 2.5% to $35.0 million compared to the first nine months of 2000. The Company shipped a total of 268 IMMULITE systems during the third quarter of 2001, including 149 IMMULITE 2000 systems and 119 IMMULITE One systems. The total base of IMMULITE systems shipped grew to almost 6,800 including approximately 1600 of the IMMULITE 2000 systems.

7

Sales of the Company’s mature RIA products increased approximately 7.0% in the third quarter of 2001 to $8.7 million from $8.1 million in 2000. In the first nine months of 2001, RIA remained at $25.9 million, the same level as 2000. It is expected that RIA product sales will decline in the future. Sales of other DPC products, including allergy reagents, represented approximately 3% and 4% of sales in each of the three and nine months periods ended September 30, 2001. Sales of non-DPC products represented 2.5% of sales in the three and nine month periods ending September 30, 2001.

In the third quarter of 2001, domestic sales grew at 32%, to 28% of total sales, while foreign sales grew at 6%. In the first nine months of 2001, domestic sales grew at 34% to 27% of total sales, while international sales grew at 8%. The growth in domestic sales reflects continued penetration of large laboratory accounts and group purchasing organizations. The Company expects that domestic sales will continue to grow at a greater rate than international sales.

Due to the significance of foreign sales (approximately 73% of total sales), in particular in Europe and South America, the Company is subject to currency risks based on the relative strength or weakness of the U.S. dollar. In periods when the U.S. dollar is strengthening, the effect of the translation of the financial statements of consolidated foreign affiliates is that of lower sales and net income. Had the value of the U.S dollar relative to other currencies remained constant with the third quarter of 2000, sales for the three and nine month periods of 2001 would have increased an additional 6.0% and 6.4%, respectively over the 2000 periods. Due to intense competition, the Company’s foreign distributors are generally unable to increase prices to offset the negative effect when the U.S. dollar is strong.

Gross profit as a percentage of sales increased from 55.9% in the third quarter of 2000 to 57.5% in the third quarter of 2001 and from 55.4% in the first nine months of 2000 to 57.3% in the first nine months of 2001. These increases were due in part to a shift toward higher margin domestic sales from third party international sales, an increase in manufacturing volume, a shift toward reagents from instruments, and a shift toward IMMULITE 2000 reagent sales.

The Company believes that because it sells to its affiliates in dollars, a strengthening dollar as well as potential increases in product sales through distribution agreements in the United States could put pressure on gross margins in the future.

Selling and research and development expenses increased in absolute dollars in the third quarter and the first nine months of 2001 relative to the third quarter and the first nine months of 2000, and as a percentage of sales, due in part to increased sales commissions and increased FDA trials expenses as the Company prepared additional tests for FDA submission. General and administrative expenses increased slightly in the third quarter and decreased in the first nine months of 2001 due in part to the strong U.S. dollar. It is expected that general and administrative expenses will exceed historical levels in the future.

Equity in income of affiliates represents the Company’s share of earnings of non-consolidated affiliates, principally the 45%-owned Italian distributor. This amount increased to $626,000 in the third quarter of 2001 from $158,000 in the third quarter of 2000. In the first nine months of 2001, this amount increased to $2.2 million from $1.3 million for the comparable period in 2000.

Interest/other income (expense)-net includes interest income, interest expense, and foreign exchange transaction losses and gains. In the third quarter of 2001 the Company had other income of $238,000 versus expenses of $1.0 million in 2000. In the first nine months of 2001 the Company had other expenses of $462,000 versus expenses of $1.0 million in the same period of 2000. The third quarter of 2001 included a $146,000 foreign currency translation gain versus a $983,000 foreign currency loss in 2000 and net interest income versus net interest expense in 2000. Also included in the first nine months of 2000 is a gain of approximately $215,000 on the sale of a building in the United Kingdom.

The Company’s effective tax rate includes Federal, state, and foreign taxes. The Company’s tax rate increased to 31.0% in the third quarter of 2001 from 29.7% in the third quarter of 2000. The rate increased to 30.6% in the first nine months of 2001, from 30.2% in the same period in 2000.

Minority interest is the 44% minority owner’s interest in the earnings of the company’s consolidated Brazilian affiliate.

8

Net income increased 43% to $9.1 million in the third quarter of 2001 or $.31 per diluted share from $6.4 million or $.22 per diluted share in the third quarter of 2000 on a split-adjusted basis. Net income increased 40% in the first nine months of 2001 to $27.7 million or $.94 per diluted share from $19.7 million or $.71 per diluted share in 2000 on a split-adjusted basis.

Liquidity

The Company has adequate working capital and sources of capital to carry on its current business and to meet its existing capital requirements. Net cash flow from operating activities was $43.3 million in the first nine months of 2001 and $19.3 million in the first nine months of 2000. Additions to property, plant, and equipment in the first nine months of 2001 were $16.9 million, principally the result of the Company’s continued construction of its new manufacturing facility in New Jersey, compared to $7.4 million in the first nine months of 2000. Cash flow used for the placement of IMMULITE systems under sales-type and operating leases was $24.4 million in the first nine months of 2001 compared to $12.9 million in the first nine months of 2000. These leases have periods ranging from three to five years. In 2001 this amount includes a $5.5 million reclassification from fixed assets to sales-type and operating leases. The Company decreased borrowings by $64,000 in the first nine months of 2001 and increased borrowings by $310,000 in the first nine months of 2000.

The Company’s foreign operations are subject to risks, such as currency devaluations, associated with political and economic instability. See discussion above under “Results of Operations.”

The Company purchased real property in New Jersey in 2000 at a cost of approximately $2.6 million. The Company is constructing an 80,000 square foot manufacturing facility, which should be completed by year-end, on this property at a cost of $10 million to $12 million. The Company has no other material commitments for capital expenditures in 2001.

The Company has a $20 million domestic unsecured line of credit under which there were no borrowings outstanding at September 30, 2001 or December 31, 2000. The Company had other notes payable (consisting of bank borrowings by the Company’s foreign consolidated subsidiaries payable in their local currency, some of which are guaranteed by the Company) of $14.4 million at September 30, 2001 compared to $15.6 million at December 31, 2000. The Company received $5.6 million from the exercise of stock options in the first nine months of 2001 versus $4.3 million in the first nine months of 2000. The Company has paid a quarterly cash dividend of $.06 per share, on a split-adjusted basis, since 1995.

Euro Conversion

The Company has significant sales to European countries (the “participating countries”) which began converting to a common legal currency (the “Euro”) on January 1, 1999. During the transition period of January 1, 1999 to January 1, 2002, public and private parties may pay for goods and services using either the Euro or local currency. During the transition period, conversion rates are not computed directly from one local currency to another. Instead, local currencies are converted first to a Euro denomination and then to the second local currency. Beginning in January 2002, new Euro-denominated bills and coins become legal currency and all former currencies will, over the ensuing months, be withdrawn from circulation. The ultimate conversion to the Euro will eliminate currency exchange risk among the participating countries.

The Company sells its products in the participating countries through affiliated and non-affiliated distributors that determine sales prices in their respective territories. The use of a single currency in the participating countries may affect this variable pricing in the various European markets because of price transparency. Nevertheless, other market factors such as local taxes, customer preferences, and product assortment may reduce the need for price equalization.

The Company has significant sales in Europe and is currently evaluating the business implications of the conversion to the Euro, including the need to adapt internal systems to accommodate Euro-denominated transactions, the competitive implications of cross-border price transparency, the impact on existing marketing programs, and other strategic implications. Due to the existence of many unknown variables, it is not possible for the Company to predict the precise implications of the Euro conversion on its operations. The Company has implemented a plan to convert or upgrade certain of its European subsidiaries to a similar computer software system that will allow them to operate in the European currency environment and to create a central repository for all European information. The Company anticipates the software conversion will be completed in the fourth

9

quarter of 2001, with an expected cost of approximately $1.0 million. Through September 30, 2001, the Company had expended approximately $594,000.

Forward-Looking Statements

Except for the historical information contained herein, this report contains forward-looking statements (identified by the words “estimate,” “project,” “anticipate,” “expect,” “intend,” “believe,” “hope,” and similar expressions) that are based upon Management’s current expectations and speak only as of the date made. These forward-looking statements are subject to risks, uncertainties, and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements. These risks and uncertainties include the degree of customer demand for the Company’s products, customer acceptance of the IMMULITE 2000 and other new products, the Company’s ability to keep abreast of technological innovations, the risks inherent in the development and release of new products (such as delays, unforeseen costs, and technical difficulties), competitive pressures, currency risks based on the relative strength or weakness of the U.S. dollar, health care regulation and cost containment measures, political and economic instability in certain foreign markets, and the impact of the conversion to the Euro.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change during the quarter ended September 30, 2001, from the disclosures about market risk provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DIAGNOSTIC PRODUCTS CORPORATION
(Registrant)

/s/ Michael ZieringMichael Ziering	President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Director	November 9, 2001
/s/ James L. BrillJames L. Brill	Vice President-Finance (Principal Financial and Accounting Officer)	November 9, 2001

10