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 March 31, 2003
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 (I.R.S. Employer
of incorporation or organization) 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
No Change
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check 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 month (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 _____
Indicate by check mark whether the registrant is an accelerated filer (as
definedinRule12b-2oftheExchangeAct). Yes X No_____
Indicate the number of shares outstanding of each of the issuer's classes
of commonstock ,as of the latest practicable date--
SharesOutstanding
Title of each Class at April 30, 2003
Class A Common Stock,
Par Value $0.0001 per share 20,507,713
Class B Common Stock,
Par Value $0.0001 per share 4,850,342
<page>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BIO-RAD LABORATORIES, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
2003 2002
NET SALES . . . . . . . . . . . . . . . . . . $245,969 $210,182
Cost of goods sold . . . . . . . . . . . . . 103,256 88,842
------- -------
GROSS PROFIT . . . . . . . . . . . . . . . . 142,713 121,340
Selling, general and administrative expense . 77,159 65,736
Product research and development expense . . 21,388 20,241
Interest expense . . . . . . . . . . . . . . 4,651 5,554
Foreign exchange losses . . . . . . . . . . . 769 750
Other (income) and expense, net . . . . . . . (604) 1,451
------- -------
INCOME BEFORE TAXES . . . . . . . . . . . . . 39,350 27,608
Provision for income taxes . . . . . . . . . (12,986) (8,835)
------- -------
NET INCOME . . . . . . . . . . . . . . . . . $ 26,364 $ 18,773
======== ========
Basic earnings per share:
Net income . . . . . . . . . . . . . . . $1.04 $0.75
======== ========
Weighted average common shares . . . . . 25,284 24,930
======== ========
Diluted earnings per share:
Net income . . . . . . . . . . . . . . . $1.01 $0.73
======== ========
Weighted average common shares 26,057 25,789
======== ========
The accompanying notes are an integral part of these statements.
1
<page>
BIO-RAD LABORATORIES, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
<table>
<caption>
March 31, December 31,
2003 2002
ASSETS:
<s> <c> <c>
Cash and cash equivalents . . . . . . . . . . . . . . $ 25,223 $ 27,733
Accounts receivable, net . . . . . . . . . . . . . . . 213,955 212,282
Inventories, net . . . . . . . . . . . . . . . . . . . 172,917 166,372
Prepaid expenses, taxes and other current assets . . . 61,710 59,409
------- -------
Total current assets . . . . . . . . . . . . . . . 473,805 465,796
Net property, plant and equipment . . . . . . . . . . 144,633 142,235
Goodwill, net . . . . . . . . . . . . . . . . . . . . 69,519 69,519
Other assets . . . . . . . . . . . . . . . . . . . . . 51,440 43,153
------- -------
Total assets . . . . . . . . . . . . . . . . . . $739,397 $720,703
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable . . . . . . . . . . . . . . . . . . . $ 79,001 $ 75,233
Accrued payroll and employee benefits . . . . . . . . 62,127 72,213
Notes payable and current maturities of long-term debt 11,146 7,486
Sales, income and other taxes payable . . . . . . . . 18,870 17,019
Other current liabilities . . . . . . . . . . . . . . 46,047 50,058
------- -------
Total current liabilities . . . . . . . . . . . . . 217,191 222,009
Long-term debt, net of current maturities . . . . . . 98,862 105,768
Deferred tax liabilities . . . . . . . . . . . . . . . 9,339 9,839
------- -------
Total liabilities . . . . . . . . . . . . . . . . . 325,392 337,616
------- -------
STOCKHOLDERS' EQUITY:
Preferred stock, $0.0001 par value, 7,500,000 shares
authorized; none outstanding . . . . . . . . . . . . -- --
Class A common stock, $0.0001 par value, 50,000,000 shares
authorized; outstanding - 20,468,991 at March 31, 2003
and 20,402,462 at December 31, 2002 . . . . . . . . . 2 2
Class B common stock, $0.0001 par value, 20,000,000 shares
authorized; outstanding - 4,850,942 at March 31, 2003
and 4,846,942 at December 31, 2002 . . . . . . . . . 1 1
Additional paid-in capital . . . . . . . . . . . . . . 37,383 36,141
Class A treasury stock, zero shares at March 31, 2003
and zero shares at December 31, 2002 at cost . . . . -- --
Retained earnings . . . . . . . . . . . . . . . . . . 371,205 344,841
Accumulated other comprehensive income:
Currency translation and other . . . . . . . . . . . 5,414 2,102
------- -------
Total stockholders' equity . . . . . . . . . . . . 414,005 383,087
------- -------
Total liabilities and stockholders' equity . . . $739,397 $720,703
======== ========
The accompanying notes are an integral part of these statements.
</table>
2
<page>
BIO-RAD LABORATORIES, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<table>
<caption>
Three Months Ended
March 31,
2003 2002
<s>
Cash flows from operating activities: <c> <c>
Cash received from customers . . . . . . . . . . . . . . $250,079 $206,711
Cash paid to suppliers and employees . . . . . . . . . . (207,392) (174,479)
Interest paid. . . . . . . . . . . . . . . . . . . . . . (8,529) (9,785)
Income tax payments . . . . . . . . . . . . . . . . . . (12,537) (4,797)
Miscellaneous receipts . . . . . . . . . . . . . . . . . 99 486
------- -------
Net cash provided by operating activities . . . . . . . 21,720 18,136
Cash flows from investing activities:
Capital expenditures, net. . . . . . . . . . . . . . . . (10,981) (8,443)
Payments for acquisitions. . . . . . . . . . . . . . . . (5,957) --
Net purchases of marketable securities and investments . (1,049) (238)
Foreign currency hedges, net . . . . . . . . . . . . . . (2,741) 97
------- -------
Net cash used in investing activities. . . . . . . . . . (20,728) (8,584)
Cash flows from financing activities:
Net borrowings under line-of-credit arrangements. . . . 3,381 4,071
Long-term borrowings. . . . . . . . . . . . . . . . . . 6,000 22,500
Payments on long-term debt. . . . . . . . . . . . . . . (13,035) (40,774)
Proceeds from issuance of common stock. . . . . . . . . 1,242 660
Treasury stock activity, net. . . . . . . . . . . . . . -- 1,541
------- -------
Net cash used in financing activities . . . . . . . . . (2,412) (12,002)
Effect of exchange rate changes on cash . . . . . . . . . . . (1,090) 267
------- -------
Net decrease in cash and cash equivalents . . . . . . . . . . (2,510) (2,183)
Cash and cash equivalents at beginning of period. . . . . . . 27,733 47,129
------- -------
Cash and cash equivalents at end of period. . . . . . . . . . $ 25,223 $ 44,946
======== ========
Reconciliation of net income to net cash provided by operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 26,364 $ 18,773
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization. . . . . . . . . . . . . 9,896 8,817
Decrease (increase) in accounts receivable . . . . . . 2,036 (2,099)
Increase in inventories . . . . . . . . . . . . . . . (4,398) (2,609)
Decrease (increase) in other current assets. . . . . . 9,120 (2,792)
Decrease in accounts payable and other
current liabilities. . . . . . . . . . . . . . . . . (12,309) (9,454)
Increase (decrease) in income taxes payable. . . . . . (11,485) 5,211
Other. . . . . . . . . . . . . . . . . . . . . . . . . 2,496 2,289
------- -------
Net cash provided by operating activities . . . . . . . . . . $ 21,720 $ 18,136
======== ========
The accompanying notes are an integral part of these statements.
</table>
3
<page>
BIO-RAD LABORATORIES, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements of Bio-Rad Laboratories, Inc. ("Bio-Rad" or the
"Company"), have been prepared in accordance with accounting
principles generally accepted in the United States of America and
reflect all adjustments which are, in the opinion of management,
necessary to fairly state the results of the interim periods
presented. All such adjustments are of a normal recurring
nature. Results for the interim period are not necessarily
indicative of the results for the entire year. The condensed
consolidated financial statements should be read in conjunction
with the notes to the consolidated financial statements contained
in the Company's Annual Report for the year ended December 31,
2002.
2. INVENTORIES
The principal components of inventories are as follows (in
millions):
March 31, December 31,
2003 2002
Raw materials $ 39.6 $ 40.6
Work in process 37.4 30.8
Finished goods 95.9 95.0
------ ------
$172.9 $166.4
====== ======
3. PROPERTY, PLANT AND EQUIPMENT
The principal components of property, plant and equipment are as
follows (in millions):
March 31, December 31,
2003 2002
Land and improvements $ 9.6 $ 9.6
Buildings and leasehold
improvements 82.6 80.5
Equipment 250.8 239.4
------ ------
343.0 329.5
Accumulated depreciation (198.4) (187.3)
------ ------
Net property, plant and equipment $144.6 $142.2
====== ======
4
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4. GOODWILL
The Company adopted Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets" as of January 1,
2002, which provides that goodwill is no longer subject to
amortization over its useful life. Goodwill is subject to an
annual assessment for impairment applying a fair-value based
test. No goodwill was recorded or impaired during the three
months ended March 31, 2003.
5. ACQUISITIONS
On March 31, 2003, the Company purchased for cash the
chromatography column manufacturing business of Verdot Industrie
(Verdot) of Riom, France. Bio-Rad acquired the outstanding
shares of Verdot for approximately $6 million and will include
these operations in its Life Science segment.
6. PRODUCT WARRANTY LIABILITY
The Company warrants certain equipment against defects in design,
materials and workmanship, generally for one year. Upon shipment
of that equipment, the Company establishes, as part of cost of
goods sold, a provision for the expected cost of such warranty.
Components of the product warranty liability included in Other
current liabilities, were as follows (in millions):
January 1, 2003 $ 7.1
Provision for warranty 3.0
Actual warranty costs (2.4)
----
March 31, 2003 $ 7.7
====
7. LONG-TERM DEBT
During the first quarter of 2003 the Company repurchased in the
open market $6.7 million (par value) of its Senior Subordinated
Notes due in 2007. The price paid includes interest to February
2004. The total amount of interest, unamortized debt issue cost
and unamortized original issue discount recognized as a result of
the repurchase was $1.0 million and has been included in interest
expense.
8. EARNINGS PER SHARE
The Company calculates basic earnings per share (EPS) and diluted
EPS in accordance with SFAS No. 128, "Earnings per Share." Basic
EPS is computed by dividing net income (loss) by the weighted
average number of common shares outstanding for that period.
Diluted EPS takes into account the effect of dilutive
instruments, such as stock options, and uses the average share
price for the period in determining the number of common stock
equivalents that are to be added to the weighted average number
of shares outstanding. 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
5
<page>
include the dilutive effect of outstanding stock options of
773,000 and 859,000 shares, for the three month periods ended
March 31, 2003 and 2002, respectively.
Options to purchase 50,000 shares of common stock were
outstanding for the three month period ended March 31, 2003 but
were excluded from the computation of diluted earnings per share
because the exercise price of the options was greater than the
average market price of the common shares. There were no anti-
dilutive shares for the three month period ended March 31, 2002.
9. STOCK OPTIONS AND PURCHASE PLANS
Stock Option Plans
The Company maintains incentive and non-qualified stock option
plans for officers and certain other key employees. No options
have been issued to non-employees.
In March of 2003, stockholders approved the 2003 Stock Option
Plan of Bio-Rad Laboratories, Inc. (the Plan). The Plan
authorizes the grant to employees of incentive stock options and
non-qualified stock options. A total of 1,675,000 shares have
been reserved for issuance and may be of either Class A or Class
B Common Stock. No options have been granted from this plan
during the first quarter of 2003.
The Company applies the recognition and measurement principles of
APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for those plans. No
stock-based employee compensation expense is reflected in net
income as all options granted under those plans had an exercise
price equal to or greater than the market value of the underlying
common stock on the date of grant.
Had compensation cost for stock option grants been determined
pursuant to SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company's pro forma net income and earnings
per share would have been as follows (in millions, except per
share data):
Three Months Ended
March 31,
2003 2002
Net income, as reported $26.4 $18.8
Deduct: Total stock-based employee
compensation expense determined under
fair value methods for all awards,
net of related tax effects 0.6 0.2
---- ----
Pro forma net income $25.8 $18.6
==== ====
Earnings per share:
Basic-as reported $1.04 $0.75
Basic-pro forma $1.02 $0.75
Diluted-as reported $1.01 $0.73
Diluted-pro forma $0.99 $0.72
6
<page>
Employee Stock Purchase Plan
The Company 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 the Company's
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. No compensation
expense is recorded in connection with the plan. The Company has
authorized the sale of 1,890,000 shares of common stock under the
plan.
The Company sold 18,641 shares for $0.6 million and 20,050 shares for
$0.4 million under the plan to employees for the three months ended
March 31, 2003 and 2002, respectively. At March 31, 2003, 321,912
shares remain authorized under the plan.
The fair value of the employees' purchase rights since 1995 was
estimated using the Black-Scholes model with the following assumptions
for the three month periods ended March 31, 2003 and 2002
respectively: no dividend yield for all periods; an expected life of
three months for all periods; expected volatility of 37% and 34%; and
risk-free interest rates of 1.01% and 1.68%. The weighted average
fair value of those purchase rights granted during the three months
ended March 31, 2003 and 2002 was $7.99 and $6.46, respectively.
10. FOREIGN EXCHANGE LOSSES
Foreign exchange losses include premiums and discounts on forward
foreign exchange contracts and mark-to-market adjustments on foreign
exchange contracts.
11. OTHER INCOME AND EXPENSE
Other (income) and expense, net includes the following components
(in millions):
Three Months Ended
March 31,
2003 2002
Write-down of investment in affiliates $ -- $ 2.0
Other (0.6) (0.5)
------ ------
Total Other (income) and expense, net $ (0.6) $ 1.5
====== ======
In the first quarter of 2002, the Company recorded a $2.0 million non-
cash pre-tax charge reflecting the write-down of the Company's
investment in Digilab, LLC. This reduced the investment value to
zero.
12. COMPREHENSIVE INCOME
SFAS No. 130, "Reporting Comprehensive Income" requires disclosure of
total non-stockholder changes in equity, which include unrealized
gains and losses on securities classified as available-for sale under
SFAS No. 115 "Accounting for Certain Investments in Debt and Equity
Securities", foreign currency translation adjustments accounted for
7
<page>
under SFAS No. 52 "Foreign Currency Translation" and minimum pension
liability adjustments made pursuant to SFAS No. 87 "Employers'
Accounting for Pensions."
The components of the Company's total comprehensive income were (in
millions):
Three Months Ended
March 31,
2003 2002
Net Income $26.4 $18.8
Currency translation adjustments 3.3 (0.1)
Net unrealized holding gains -- 0.2
----- -----
Total comprehensive income $29.7 $18.9
===== =====
13. SEGMENT INFORMATION
Information regarding industry segments for the three months ended
March 31, 2003 and 2002 is as follows (in millions):
Life Clinical Other
Science Diagnostics Operations
Segment net sales 2003 $117.5 $126.1 $ 2.4
2002 $100.5 $107.9 $ 1.8
Segment profit(loss) 2003 $21.6 $ 18.8 $ 0.3
2002 $19.2 $ 10.8 $(0.3)
Segment results are presented in the same manner as the Company
presents its operations internally to make operating decisions and
assess performance. Net corporate operating income (expense) consists
of receipts and expenditures that are not the primary responsibility
of segment operating management.
Interest expense is charged to segments based on the carrying amount of
inventory and receivables employed by that segment. The following
reconciles total segment profit to consolidated income before taxes (in
millions):
Three Months Ended
March 31,
2003 2002
Total segment profit $40.7 $29.7
Foreign exchange losses (0.8) (0.8)
Net corporate operating, interest
and other expense not allocated
to segments (1.1) 0.2
Other income and (expense), net 0.6 (1.5)
----- -----
Consolidated income before taxes $39.4 $27.6
===== =====
8
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14. LEGAL PROCEEDINGS
The Company is party to various claims, legal actions and complaints
arising in the ordinary course of business. The Company does not
believe that any ultimate liability resulting from any of these lawsuits
will have a material adverse effect on its results of operations,
financial position or liquidity. However, the Company cannot give any
assurance regarding the ultimate outcome of these lawsuits and their
resolution could be material to the Company's operating results for any
particular period, depending upon the level of income for the period.
15. NEW FINANCIAL ACCOUNTING STANDARDS
In April 2002, the Financial Accounting Standards Board (FASB)issued
Statement of Financial Accounting Standards (SFAS) No. 145, "Rescission
of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13,
and Technical Corrections." One of the major changes of this statement
is to change the accounting for the classification of gains and losses
from the extinguishment of debt. The Company adopted SFAS No. 145 as of
January 1, 2002 and will follow APB 30, "Reporting the Results of
Operations -- Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events
and Transactions" in determining whether such extinguishment of debt may
be classified as extraordinary. As a result of adoption, the expenses
incurred in the repurchase of outstanding debt on the open market has
been included in interest expense. No other impact from adoption was
recognized.
SFAS No. 146 "Accounting for Costs Associated with Exit or Disposal
Activities", was issued in June 2002 and addresses accounting for
restructuring and similar costs. SFAS 146 requires that a liability for
costs associated with an exit or disposal activity be recognized and
measured initially at fair value only when the liability is incurred.
SFAS 146 is effective for exit or disposal activities that were
initiated after December 31, 2002. The adoption of SFAS 146 did not
have any impact on the condensed consolidated financial statements of
the Company.
On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure, an Amendment of
FASB Statement No. 123." This statement provides alternative methods of
transition for companies who voluntarily change to the fair value-based
method of accounting for stock-based employee compensation in accordance
with SFAS No. 123, "Accounting for Stock-Based Compensation." The
statement requires prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based
compensation and the effect of the method used on reported results. The
Company has adopted the disclosure requirements as required by the
statement.
The Company continues to account for stock-based compensation using the
intrinsic value method in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," elected under SFAS No. 123, as amended. As a result, the
adoption of SFAS No. 148 did not have any impact on the condensed
consolidated financial statements of the Company (see Note 9).
9
<page>
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition.
This discussion should be read in conjunction with the information
contained both in this report and in the Company's Consolidated
Financial Statements for the year ended December 31, 2002.
The following table shows operating income and expense items as a
percentage of net sales:
Three Months Ended Year Ended
March 31, December 31,
2003 2002 2002
Net sales 100.0% 100.0% 100.0%
Cost of goods sold 42.0 42.3 42.9
----- ----- -----
Gross profit 58.0 57.7 57.1
Selling, general and
administrative 31.4 31.3 32.4
Product research and
development 8.7 9.6 9.3
Net income 10.7 8.9 7.6
===== ===== =====
Critical Accounting Policies
As previously disclosed in the Company's Annual Report on Form
10-K for the year ended December 31, 2002, the Company has
identified accounting for income taxes, valuation of long-lived
and intangible assets and goodwill, and valuation of inventories
as the accounting policies critical to the operations of the
Company. For a full discussion of these policies, please refer
to the Form 10-K.
Forward Looking Statements
Other than statements of historical fact, statements made in this
report include forward looking statements, such as statements
with respect to the Company's future financial performance,
operating results, plans and objectives. 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
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 update or revise any forward
looking statements, whether as a result of new information,
future events, or otherwise.
The Company 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.
10
<page>
Three Months Ended March 31, 2003 Compared to
Three Months Ended March 31, 2002
Corporate Results - Sales, Margins and Expenses
Net sales (sales) in the first quarter of 2003 rose 17% to 246.0
million from $210.2 million the first quarter of 2002. The
positive impact to sales from a weakening US dollar represented
$21.9 million of the $35.8 million increase in sales. The Life
Science and Clinical Diagnostics segments each grew by 16.9%
achieving sales of $117.5 million and $126.1 million,
respectively. The positive impact from a weakening US dollar
represented $11.3 million of Life Science's total sales growth
and $10.5 million of the Clinical Diagnostics sales growth. The
contributors to organic growth in Life Science were the process
chromatography, food safety and DNA amplification product lines.
Clinical Diagnostics sales growth was generated in several areas
including quality controls, blood virus screening, autoimmune
testing and diabetes monitoring.
Consolidated gross margins were 58.0% for the first quarter of
2003 compared to 57.7% for the first quarter of 2002 and 57.1%
for all of 2002. The gross margin in Life Science declined
slightly. The gross margin decline is attributable to several
factors without any single one indicating a change in trends.
Included are food safety product average pricing, factory
utilization versus planned levels and sales mix. This decline
was offset by increased gross margins in Clinical Diagnostics.
Clinical Diagnostics gross margin improved primarily due to US
sourced products sold into foreign markets, above average royalty
and license revenue, and improved factory utilization from higher
sales and production.
Selling, general and administrative expense (SG&A) represented
31.4% of sales for the first quarter of 2003 compared to 31.3% of
sales in the prior period. Both Life Science and Clinical
Diagnostics increased spending in absolute dollars with Life
Science growing SG&A at a rate higher than sales growth and
Clinical Diagnostics at a rate lower than sales growth. Life
Science spending has been for personnel, advertising, facilities
and new product marketing. Although the Company is making an
investment in SG&A infrastructure in 2003, a longer term goal for
management remains a gradual reduction in SG&A spending as a
percent of sales.
11
<page>
Product research and development expense increased 5.7% to $21.4
million in the first quarter of 2003 as compared to the first
quarter of 2002. Life Science and Clinical Diagnostics each
increased their research and development expenditures in line
with development plans in the area of proteomics, process
chromatography, food safety, new diagnostic tests and expanded
quality control systems.
Corporate Results - Other Items
Interest expense decreased from the prior year largely as a
result of debt reductions that occurred throughout 2002.
Included in the first quarter of 2003 is $1.0 million of costs to
repurchase $6.7 million of the Company's outstanding subordinated
debt. No equivalent amount was included in the first quarter of
2002. Other (income) expense, net in the first quarter of 2003
is mainly interest income compared with a $2.0 million non-cash
pre-tax expense for the impairment of an investment and interest
income in the first quarter of 2002.
Exchange gains and losses consist of the premiums and discounts
on forward foreign exchange contracts used to hedge against
future movements in intercompany accounts receivable and accounts
payable, and the revaluation of intercompany accounts receivable
and payable where the cost of hedging is prohibitive or a cost
effective market does not exist. Gains and losses remained
virtually unchanged for the first quarter of 2003 and 2002.
The Company's effective tax rate was 33% and 32% for the periods
March 31, 2003 and 2002, respectively. The rate rose as tax
credits represented a smaller percentage of total taxable income.
Financial Condition
The Company, as of March 31, 2003, had available approximately
$100.0 million under its principal revolving credit agreement and
$20.4 million under various foreign lines of credit. Cash and
cash equivalents available were $25.2 million. Management
believes that this availability, together with cash flow from
operations, will be adequate to meet the Company's current
objectives for operations, research and development and
investment in facilities, equipment and systems.
Net cash provided by operations was $21.7 million and $18.1
million for the first quarter of 2003 and 2002, respectively.
During the current quarter the Company purchased in the open
market and retired $6.7 million of its Senior Subordinated Notes
due in 2007. The Company will assess the opportunity to retire
the remaining outstanding principle balance as the notes become
available.
At March 31, 2003, consolidated net receivables increased by $1.7
million from December 31, 2002. This increase reflects the
increased value of foreign receivables as the US dollar continued
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to weaken from year-end 2002. On a constant currency basis,
receivables actually fell as they are represented by lower cost
disposables and apparatus products and less equipment which
generally is characterized by longer collection periods and
conditions precedent to payment.
At March 31, 2003, consolidated net inventories increased by $6.5
million. A third of the increase is attributable to the
appreciation of inventory denominated in foreign currency. The
remaining inventory increase is largely attributable to Clinical
Diagnostics and in particular the Quality Controls product line
which is characterized by long lead times and infrequent batch
production necessary to meet customer specifications.
Net capital expenditures totaled $11.0 million for the first
three months of 2003 compared to 8.4 million for the same period
of 2002. Capital expenditures for the quarter include reagent
rental equipment placed with Clinical Diagnostics customers who
then commit to purchase the Company's diagnostic reagents. The
remaining expenditures represent additions to production
equipment, investment in data communication and business systems
and expanded facilities. The most notable new facility is the
manufacturing, laboratory and general office space being
constructed on Company-owned land in Hercules, California. The
estimated cost of this new 166,000 square foot facility is $25
million and is scheduled for occupancy early the first quarter of
2004. As of March 31, 2003 approximately $3.5 million has been
capitalized on the project.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
During the three months ended March 31, 2003, there have been no
material changes from the disclosures about market risk provided
in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
Item 4. Controls and Procedures
The Company's chief executive officer and its principal financial
officer after evaluating the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14(c) and 15-d-14(c)) as of a date within 90 days of
the filing date of the quarterly report (the "Evaluation Date")
have concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures were adequate and effective to
ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others
within those entities during the period in which this quarterly
report was being prepared.
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There were no significant changes in the Company's internal
controls or in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the
Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring
corrective actions. As a result, no corrective actions were
taken.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company's annual meeting of stockholders on April 29,
2003, the following individuals were reelected to the Board of
Directors:
Class of
Common Stock Votes Votes
Elected From For Withheld
James J. Bennett Class B 4,719,778 302
Albert J. Hillman Class A 14,116,250 4,393,245
Ruediger Naumann-Etienne Class B 4,719,778 262
Philip L. Padou Class A 18,152,935 356,560
Alice N. Schwartz Class B 4,719,778 302
David Schwartz Class B 4,719,778 302
Norman Schwartz Class B 4,719,778 262
The following proposals were approved at the Company's annual meeting:
Votes Votes Broker
For Against Abstentions Non-Votes
Ratification of
Deloitte & Touche LLP
as the Company's
independent auditors 6,544,032 10,378 16,619 --
2003 Stock Option
Plan of Bio-Rad
Laboratories, Inc. 5,620,036 103,214 68,024 779,756
The foregoing matters are described in detail on pages 5, 6, 17,
18, 19 and 20 of the Company's definitive Proxy Statement dated
April 3, 2003, filed with the Securities and Exchange Commission
and incorporated herein by reference.
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Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following documents are filed as part of this report:
Exhibit No.
10.7 2003 Stock Option Plan
22.1 Proxy Statement dated April 3, 2003, pages 5, 6, 17,
18, 19 and 20 (definitive form filed March 27, 2003,
and incorporated by reference).
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
(b) Reports on Form 8-K
There were no reports on Form 8-K for the quarter ended
March 31, 2003.
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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 thereto duly authorized.
BIO-RAD LABORATORIES, INC.
(Registrant)
Date: May 13, 2003 /s/ Chrstine A. Tsingos
Christine A. Tsingos, Vice President
Chief Financial Officer
Date: May 13, 2003 /s/ James R. Stark
James R. Stark, Corporate Controller
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CERTIFICATION
I, Norman Schwartz, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bio-Rad
Laboratories, Inc.;
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures 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 quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, 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 in the design or
operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize and report financial
data and have identified for the registrant's
auditors any material weakness in internal
controls; and
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b. any fraud, whether or not material, that involves
management or other employees who have a
significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Norman Schwartz
Norman Schwartz
Chief Executive Officer
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CERTIFICATION
I, Christine A. Tsingos, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bio-Rad
Laboratories, Inc.;
2. Based on my knowledge, this quarterly 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
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures 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 quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, 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 in the design or
operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize and report financial
data and have identified for the registrant's
auditors any material weakness in internal
controls; and
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b. any fraud, whether or not material, that involves
management or other employees who have a
significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in
other factors that could significantly affect internal
controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
Date: May 13, 2003
/s/ Christine A. Tsingos
Christine A. Tsingos
Vice President,
Chief Financial Officer
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