<PAGE>
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, 1995.
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)
A Delaware Corporation 94-1381833
(State or other jurisdiction (I.R.S. Employer
of incorporation) 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
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date--
<TABLE>
<CAPTION>
Shares Outstanding
Title of each Class at September 30, 1995
<S> <C>
Class A Common Stock,
Par Value $1.00 per share 6,384,995
Class B Common Stock,
Par Value $1.00 per share 1,766,067
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BIO-RAD LABORATORIES, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
NET SALES . . . . . . . . . . . . . . . . . . $ 92,905 $ 83,834 $288,684 $258,618
Cost of goods sold . . . . . . . . . . . . . 39,968 36,233 123,188 112,247
GROSS PROFIT . . . . . . . . . . . . . . . . 52,937 47,601 165,496 146,371
Selling, general and administrative expense . 36,268 32,975 110,142 96,875
Product research and development expense . . 8,520 7,296 25,409 21,896
Restructuring costs . . . . . . . . . . . . . 1,500 -- 1,500 --
INCOME FROM OPERATIONS . . . . . . . . . . . 6,649 7,330 28,445 27,600
Interest expense . . . . . . . . . . . . . . (1,080) (1,506) (3,512) (4,852)
Investment income, net. . . . . . . . . . . . 509 (2) 995 523
Other, net . . . . . . . . . . . . . . . . . (158) (813) (587) (5,733)
INCOME BEFORE TAXES . . . . . . . . . . . . . 5,920 5,009 25,341 17,538
Provision for income taxes . . . . . . . . . 1,480 1,126 6,335 6,138
NET INCOME . . . . . . . . . . . . . . . . . $ 4,440 $ 3,883 $ 19,006 $ 11,400
======== ======== ======== ========
Earnings per share . . . . . . . . . . . . . $0.55 $0.48 $2.34 $1.41
======== ======== ======== ========
Weighted average common shares . . . . . . . 8,146 8,086 8,130 8,066
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited statements.
1
<PAGE>
BIO-RAD LABORATORIES, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
<S> <C> <C>
ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . $ 7,564 $ 3,751
Accounts receivable . . . . . . . . . . . . . . . . . 85,903 81,714
Inventories . . . . . . . . . . . . . . . . . . . . . 83,921 73,339
Prepaid expenses, taxes and other current assets. . . 19,852 19,526
Total current assets . . . . . . . . . . . . . . . 197,240 178,330
Net property, plant and equipment . . . . . . . . . . 73,797 75,625
Marketable securities . . . . . . . . . . . . . . . . 6,008 4,743
Other assets . . . . . . . . . . . . . . . . . . . . 4,723 4,952
Total assets . . . . . . . . . . . . . . . . . . $ 281,768 $ 263,650
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Notes payable and current maturities of long-term debt $ 14,269 $ 21,593
Accounts payable . . . . . . . . . . . . . . . . . . 18,434 21,116
Accrued payroll and employee benefits . . . . . . . . 22,313 21,191
Sales, income and other taxes payable . . . . . . . . 7,878 6,377
Other current liabilities . . . . . . . . . . . . . . 24,159 19,601
Total current liabilities . . . . . . . . . . . . 87,053 89,878
Long-term debt, net of current maturities . . . . . . 25,696 26,287
Deferred tax liabilities . . . . . . . . . . . . . . 17,631 17,667
Total liabilities . . . . . . . . . . . . . . . . 130,380 133,832
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value, 2,300,000 shares
authorized; none outstanding . . . . . . . . . . . -- --
Class A common stock, $1.00 par value, 15,000,000 shares
authorized; outstanding - 6,384,995 at September 30, 1995
and 6,311,128 at December 31, 1994 . . . . . . . 6,385 6,311
Class B common stock, $1.00 par value, 6,000,000 shares
authorized; outstanding - 1,766,067 at September 30, 1995
and 1,794,999 at December 31, 1994. . . . . . . . 1,766 1,795
Additional paid-in capital . . . . . . . . . . . . . . 19,726 18,927
Retained earnings . . . . . . . . . . . . . . . . . . 118,707 99,701
Currency translation . . . . . . . . . . . . . . . . 3,871 2,566
Net unrealized holding gain on available-for-sale securities 933 518
Total stockholders' equity . . . . . . . . . . . . 151,388 129,818
Total liabilities and stockholders' equity . . $ 281,768 $ 263,650
========= =========
</TABLE>
The accompanying notes are an integral part of these unaudited statements.
2
<PAGE>
BIO-RAD LABORATORIES, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers . . . . . . . . . . . . $286,917 $259,893
Cash paid to suppliers and employees . . . . . . . . (255,789) (214,378)
Interest paid. . . . . . . . . . . . . . . . . . . . (3,778) (5,116)
Income tax payments . . . . . . . . . . . . . . . . (4,366) (2,875)
Miscellaneous receipts (payments). . . . . . . . . . 360 (722)
Net cash provided by operating activities. . . . . . 23,344 36,802
Cash flows from investing activities:
Capital expenditures, net. . . . . . . . . . . . . . (9,017) (6,227)
Payments for acquisitions . . . . . . . . . . . . . (819) --
Marketable securities investment activity, net . . . 9 177
Foreign currency hedges, net . . . . . . . . . . . . (616) (2,933)
Net cash used in investing activities. . . . . . . . (10,443) (8,983)
Cash flows from financing activities:
Net borrowings under line-of-credit arrangements. . (8,227) (8,502)
Additions to long-term debt . . . . . . . . . . . . 53,800 38,000
Payments on long-term debt. . . . . . . . . . . . . (55,034) (55,086)
Proceeds from issuance of common stock. . . . . . . 844 584
Net cash used in financing activities . . . . . . . (8,617) (25,004)
Effect of exchange rate changes on cash . . . . . . . . . (471) (2,070)
Net increase in cash and cash equivalents . . . . . . . . 3,813 745
Cash and cash equivalents at beginning of period. . . . . 3,751 3,112
Cash and cash equivalents at end of period. . . . . . . . $ 7,564 $ 3,857
======== ========
Reconciliation of net income to net cash provided
by operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . $ 19,006 $ 11,400
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization. . . . . . . . . . . 12,296 12,388
Gains on disposition of marketable securities. . . (858) (322)
Foreign currency hedges, net . . . . . . . . . . . 948 3,409
Increase in accounts receivable . . . . . . . . . (2,592) (706)
(Increase) decrease in inventories . . . . . . . . (8,952) 863
(Increase) decrease in other current assets . . . (196) 372
Increase in accounts payable and other
current liabilities. . . . . . . . . . . . . . . 1,654 6,430
Increase in income taxes payable . . . . . . . . . l,586 2,943
Other. . . . . . . . . . . . . . . . . . . . . . . 452 25
Net cash provided by operating activities . . . . . . . . $ 23,344 $ 36,802
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited statements.
3
<PAGE>
BIO-RAD LABORATORIES, INC.
Notes to Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements of Bio-Rad Laboratories, Inc. ("Bio-Rad" or the
"Company"), reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results of the
interim periods presented. All such adjustments are of a normal
recurring nature. The condensed consolidated financial
statements should be read in conjunction with the notes to
consolidated financial statements contained in the Company's
Annual Report for the year ended December 31, 1994 (the Company's
1994 Annual Report). Certain amounts in the financial statements
of the prior year have been reclassified to be consistent with
the 1995 presentation.
2. INVENTORIES
<TABLE>
The principal components of inventories are as follows:
<CAPTION>
September 30, December 31,
1995 1994
(in thousands)
<S> <C> <C>
Raw materials $ 29,431 $ 23,713
Work in process 19,591 19,813
Finished goods 34,899 29,813
$ 83,921 $ 73,339
======== ========
</TABLE>
3. PROPERTY, PLANT AND EQUIPMENT
<TABLE>
The principal components of property, plant and equipment are as
follows:
<CAPTION>
September 30, December 31,
1995 1994
(in thousands)
<S> <C> <C>
Land and improvements $ 8,057 $ 8,057
Buildings and leasehold
improvements 51,836 50,757
Equipment 98,890 91,600
158,783 150,414
Less accumulated depreciation 84,986 74,789
Net property, plant and equipment $ 73,797 $ 75,625
======== ========
</TABLE>
4
<PAGE>
4. RESTRUCTURING COSTS
In the third quarter of 1995, the Life Science segment
announced it would close its sales office and warehouse
located in New York by the end of the year. The functions
performed at this location were considered redundant and can
be absorbed by the California operations. In conjunction
with this decision, the Company recorded $1,500,000 of
restructuring costs. These charges consisted primarily of
lease related costs and employee separation costs.
5
<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, 1994.
<TABLE>
The following table shows operating income and expense items as a
percentage of net sales:
<CAPTION>
Three Months Ended Nine Months Ended Year Ended
September 30, September 30, December 31,
1995 1994 1995 1994 1994
<S> <C> <C> <C> <C> <C>
Net sales 100.0 100.0 100.0 100.0 100.0
Cost of goods sold 43.0 43.2 42.7 43.4 43.9
Gross profit 57.0 56.8 57.3 56.6 56.1
Selling, general and
administrative 39.0 39.4 38.1 37.4 37.3
Product research and
development 9.2 8.7 8.8 8.5 8.5
Restructuring Costs 1.6 - 0.5 - -
Income from operations 7.2 8.7 9.9 10.7 10.3
===== ===== ===== ===== =====
</TABLE>
Three Months Ended September 30, 1995 Compared to
Three Months Ended September 30, 1994
Corporate Results - Sales, Margins and Expenses
Bio-Rad's net sales (sales) in the third quarter of 1995
increased 11% to $92.9 million from $83.8 million reported in the
third quarter of 1994. Compared to the third quarter of 1994,
sales increased 15% in Life Science and Analytical Instruments
and 4% in Clinical Diagnostics. The effects of a weakened U.S.
dollar account for approximately $3.3 million of the increase in
consolidated sales compared to sales based on 1994 exchange
rates. Excluding the affects of the weakened U.S. dollar, sales
increased 11% in Life Science, 10% in Analytical Instruments and
1% in Clinical Diagnostics. Life Science growth is occurring in
Bio-Rad's traditional laboratory products and in genetic imaging
products. The increase in Analytical Instruments sales is
attributable to the continued strength of the semiconductor
6
<PAGE>
instrument market. The diagnostic market remains very
competitive in response to concerns regarding healthcare
spending.
Consolidated gross margins for the third quarter of 1995 increased
slightly from the third quarter of 1994. Gross margins increased
in Analytical Instruments and were constant in Life Science and
Clinical Diagnostics. The increase in Analytical Instruments gross
margin is principally attributable to increased sales volume.
Although selling, general and administrative expense (SG&A)
increased from the third quarter of 1994 in absolute dollars, it
decreased as a percent of sales. SG&A was 39.0% of sales compared
to 39.4% of sales for the third quarter of 1994. The majority of
the increased spending was for personnel and product advertising to
support future growth. SG&A in the Life Science and Clinical
Diagnostics segments increased at a rate greater than the increase
in sales while SG&A in the Analytical Instruments segment decreased
as a percent of sales. Analytical Instruments is characterized by
long lead times in completing sales and SG&A can fluctuate more
significantly than in Life Science and Clinical Diagnostics. As
planned, research and development expense (R&D) was expanded and
spending increased in all segments as part of Bio-Rad's continuing
commitment to long-term growth.
In the third quarter of 1995, the Life Science segment reported
$1.5 million of restructuring costs (see Note 4).
Corporate Results - Non-Operating Items
Interest expense was $426,000 less in the third quarter of 1995
than the comparable period of 1994. This principally reflects a
30% reduction in average borrowings in the third quarter of 1995
compared to the third quarter of 1994.
No significant items were included in net other income and expense
for the third quarter of 1995. Net other income and expense in the
third quarter of 1994 was primarily legal costs.
The Company's effective tax rate in the third quarter of 1995 was
25% compared to 22% for the third quarter of 1994 and 35% for the
year 1994. It was during the third quarter of 1994 that the
Company recognized that sustained profitability would accelerate
the use of foreign tax loss carryforwards and successful progress
on closing prior years Federal tax returns would result in a lower
effective tax rate. The lower effective tax rate in 1995 is the
result of changes in the source of taxable income and fewer non-
deductible expenses and reserves. The tax rate reflects the
utilization of foreign loss carryforwards, foreign sales
corporation benefits and foreign tax credits. These benefits are
expected to continue into 1996.
7
<PAGE>
Nine Months Ended September 30, 1995 Compared to
Nine Months ended September 30, 1994
Corporate Results - Sales, Margins and Expenses
Bio-Rad's sales in the nine months ended September 30, 1995, at
$288.7 million, were 12% greater than sales in the comparable
period of 1994. On a year-to-date basis, the effects of a weakened
U.S. dollar account for approximately $13.0 million of the $30.1
million increase in consolidated sales compared to sales based on
1994 exchange rates. Sales increased in all segments of the
Company's business. Excluding the affects of the weakened U.S.
dollar, sales increased 17% in Analytical Instruments, 8% in Life
Science and 1% in Clinical Diagnostics. Analytical Instruments is
benefiting from ongoing demand in the semiconductor instrument
market. Life Science is experiencing growth in both laboratory
products and genetic imaging products. The diagnostic market
remains extremely competitive in response to continuing healthcare
cost pressure in developed countries.
Consolidated gross margins were 57.3% for the nine months ended
September 30, 1995 up from 56.6% for the nine months ended
September 30, 1994 and 56.1% for the entire year of 1994. The
increase in gross margin occurred in all segments of the Company's
business and is principally attributable to the aforementioned
weakened dollar increasing the gross margin of foreign sales.
While the Company sells its products worldwide, they are primarily
manufactured in the United States.
For the year-to-date September 30, 1995, both SG&A and R&D
increased when compared to 1994. The majority of the increase was
spent for personnel and product advertising to support future
growth. Approximately $4.9 million of the growth in SG&A is
attributed to the weakened U.S. dollar. Life Science and Clinical
Diagnostics have increased SG&A at a rate greater than the increase
in sales while Analytical Instruments has increased SG&A at a rate
less than the increase in sales. R&D spending is continuing as
planned to support Bio-Rad's commitment to long-term growth.
In the third quarter of 1995, the Life Science segment reported
$1.5 million of restructuring costs for the planned closing of its
east coast distribution center (see Note 4). The closing of this
facility is expected to save an estimated $1.0 million annually.
Corporate Results - Non-Operating Items
As a result of lower average borrowings, interest expense was $1.3
million less for the nine months ended September 30, 1995 than the
comparable period of 1994. Average borrowings in the first nine
months of 1995 were 33% less than average borrowings in the same
period of 1994.
8
<PAGE>
Net other income and expense for the nine months ended September
30, 1995 is primarily legal costs. Net other income and expense
for the nine months ended September 30, 1994 included reserves for
estimated damages in a legal action, legal costs and hedging costs
related to foreign exchange exposures.
The Company's effective tax rate in 1995 was 25% compared to 35%
for 1994. The lower effective tax rate is the result of changes in
the source of taxable income and fewer non-deductible expenses and
reserves. The tax rate reflects the utilization of foreign loss
carryforwards, foreign sales corporation benefits and foreign tax
credits. These benefits are expected to continue into 1996.
Financial Condition
At September 30, 1995, the Company had available $7.6 million in
cash and cash equivalents and $55.3 million under its principal
revolving credit agreement. In addition, Bio-Rad held marketable
securities with a market value of $6.0 million, most of which could
be readily converted to cash. In July, Bio-Rad completed the
acquisition of an infrared spectrometer product line which will
complement instrumentation in the spectroscopy division. This
acquisition is expected to augment growth in the Analytical
Instruments segment, but will not have a material affect on the
financial position of the Company. Available funds and cash flows
from operations are adequate to meet the Company's objectives for
operations and research and development. The Company may consider
additional acquisition opportunities to enhance growth. Future
cash flows would be affected if any significant acquisition was
consummated.
Net cash provided by operations was $23.3 million for the nine
months ended September 30, 1995 compared to $36.8 million for the
comparable period of 1994. Increases in inventories and accounts
receivable as described below account for the majority of the
difference. For the ninth consecutive quarter, cash provided by
operations and limited capital expenditures have allowed Bio-Rad to
improve its debt to equity ratio.
At September 30, 1995 consolidated net inventories increased by
$10.6 million from December 31, 1994. Approximately $1.2 million
of the increase is attributed to the weakened U.S. dollar. The
remainder is principally due to increases in Life Science
instrumentation production to meet customer service requirements
and increases in Clinical Diagnostics for new products. Inventory
control remains critical to management's efforts to moderate
capital growth requirements.
At September 30, 1995, consolidated accounts receivable were $4.2
million higher than at December 31, 1994. Approximately $1.6
million of the increase is attributed to the weakened U.S. dollar.
9
<PAGE>
Additionally, the reorganization of the Italian healthcare
reimbursement system has temporarily slowed payments until the
administrative transition is complete. The collection of accounts
receivable is also slowed by increases in the sales of complex
systems.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
As reported in the Company's 1994 Annual Report in 1994, the
Company was named as a potentially responsible party under the
Comprehensive Environmental Response Compensation and Liability Act
of 1980, as amended, at one site in Louisiana. On March 23, 1995,
the Company was notified that the Environmental Protection Agency
does not intend to pursue the Company as a potentially responsible
party in connection with this site.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following documents are filed as part of this report:
Exhibit No.
10.9.1 Amendment dated as of September 30, 1994 to the Credit
Agreement dated as of February 18, 1994, by and among the
Registrant, the lenders and The First National Bank of
Chicago, as agent.
10.9.2 Amendment dated as of May 30, 1995 to the Credit
Agreement dated as of February 18, 1994, by and among the
Registrant, the lenders and The First National Bank of
Chicago, as agent.
11.1 Computation of Earnings Per Share.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
There were no reports on Form 8-K for the quarter ended September
30, 1995.
10
<PAGE>
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: November 3, 1995 /s/ Thomas L Braje
Thomas L. Braje, Vice President,
Chief Financial Officer
Date: November 3, 1995 /s/ James R. Stark
James R. Stark,
Corporate Controller
11
EXHIBIT 10.9.1
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Attention: Mr. James Viglienzone September 30, 1994
RE: Amendment No. 1 to Credit Agreement
Ladies and Gentlemen:
We refer to the above referenced agreement dated as of February
18, 1994 among Bio-Rad Laboratories, Inc. (the "Borrower"), the
lenders party thereto (the "Lenders") and The First National Bank
of Chicago, as agent (the "Agent") (as modified, amended,
extended and renewed from time to time, the "Agreement").
Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth for such terms in the
Agreement.
The Borrower has requested that Section 6.22(i) of the Agreement
be amended to decrease the outstanding minimum dollar amount of
Subordinated Debt. Therefor, the Borrower, the Lenders and the
Agent hereby agree to amend the Agreement as follows:
1. Paragraph (i), Section 6.22 of the Agreement is hereby
deleted in its entirety and substituted herefor the
following:
"(i) The Borrower will not, nor will it permit any
Subsidiary to, directly or indirectly, voluntarily
prepay, defease or in substance defease, purchase,
redeem, retire, or otherwise acquire, any Subordinated
Debt, provided that the Borrower may prepay, redeem,
defease or otherwise Subordinated Debt only if after
giving effect to such payment, the Borrower has
outstanding at least $20,000,000 in the principal
amount of Subordinated Debt."
Except for the amendment herein contained, the terms, conditions
and covenants of the Agreement remain in full force and effect
and are hereby ratified and conformed.
This amendment shall be construed in accordance with the internal
laws (and not the law of conflicts) of the State of Illinois, but
giving effect to federal laws applicable to national banks.
This amendment letter may be executed in any number of
counterparts, all of which taken together shall constitute an
agreement, and any of the parties hereto may execute this
agreement by signing any such counterpart.
<PAGE>
This amendment letter shall become effective as of the date first
above written upon receipt of duly executed counterparts of this
letter from the Borrower, the Lenders and the Agent.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
Individually and as Agent
By: /s/ L. Gene Beube
Title: _______________________
BIO-RAD LABORATORIES, INC.
By: /s/ Thomas L. Braje
Title: Vice President
THE BANK OF CALIFORNIA, N.A.
By: /s/ Wanda R. Headrick
Title: Vice President
SOCIETE GENERALE
By: /s/ J. Blaine Shaum
Title: Regional Manager
WELLS FARGO BANK
By: /s/ Mary D. Brickley
Title: Vice President
EXHIBIT 10.9.2
May 30, 1995
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Attn: Mr. James Viglienzone
Re: Amendment No. 2 to Credit Agreement
Dear Mr. Viglienzone:
We refer to the above referenced agreement dated as of
February 18, 1994 among Bio-Rad Laboratories, Inc. (the
"Borrower"), the lenders party thereto (the "Lenders") and the
First National Bank of Chicago, as agent (the "Agent") (as
modified, amended, extended and renewed from time to time, the
"Agreement"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth for such terms
in the Agreement.
The Borrower has requested certain amendments to the
Agreement, as hereinafter set forth and the Agent and the Lenders
have agreed to such amendments. Therefore, the Borrower, the
Lenders and the Agent hereby agree to amend the Agreement as
follows:
1. The definition of Facility Termination Date is amended
by deleting the date "February 17, 1997" and
substituting therefore the date "March 1, 1998".
2. Section 2.5 is amended by deleting the first sentence
thereof and inserting therefore the following:
The Borrower agrees to pay to the Agent for the account
of each Lender a commitment fee on the daily unborrowed
portion of such Lender's Commitment from the date
hereof to and including the Facility Termination Date,
payable on each Payment Date hereafter and on the
Facility Termination Date at a rate per annum based on
the Fixed Charge Coverage Ratio in accordance with the
table below.
The Fixed Charge Coverage Ratio shall be determined
from the financial statements delivered by the Borrower
pursuant to Section 6.1(i) and (ii). The adjustment,
if any, in the commitment fee shall be effective
beginning on the fifth Business Day after the delivery
of such financial statements.
<PAGE>
Commitment Fee
Fixed Charge Coverage Ratio Commitment Fee
Less than or equal to 2.0 to 1.0 0.300%
Greater than 2.0 to 1.0 but less
than or equal to 2.5 to 1.0 0.250%
Greater than 2.5 to 1.0 but less
than or equal to 3.0 to 1.0 0.225%
Greater than 3.0 to 1.0 0.200%
3. Section 2.10 is amended by deleting the Applicable Margin
chart contained therein and substituting therefor the
following:
Applicable Margin
Fixed Charge Floating Rate Eurodollar CD Rate
Coverage Ratio Advances Advances Advances
Less than or equal
to 2.0 to 1.0 -0- 1.00% 1.125%
Greater than 2.0 to 1.0
and less than or
equal to 2.5 to 1.0 -0- 0.750% 0.875%
Greater than 2.5 to 1.0
and less than or
equal to 3.0 to 1.0 -0- 0.625% 0.750%
Greater than 3.0 to 1.0 -0- 0.500% 0.625%
4. Section 6.21 is amended by deleting it in its entirety and
substituting therefor the following:
"6.21 Fixed Charge Coverage Ratio. The Borrower will not
permit the Fixed Charge Coverage Ratio to be less than 1.65
to 1.0 at the end of any fiscal quarter ending prior to
March 31, 1997 and less than 1.75 to 1.0 at the end of any
fiscal quarter ending on or after March 31, 1997."
Except for the amendment herein contained, the terms and
conditions and covenants of the Agreement remain in full force
and effect and are hereby ratified and conformed.
In order to induce the Lenders to enter into this amendment,
the Borrower represents and warrants to the Lenders that no
Default or Unmatured Default exists and the representations and
warranties set forth in Article V are true and correct on and as
of the date hereof as if made on the date hereof.
<PAGE>
This amendment shall be construed in accordance with the
internal laws (and not the law of conflicts) of the State of
Illinois, but giving effect to federal laws applicable to
national banks.
This amendment letter may be executed in any number of
counterparts, all of which taken together shall constitute an
agreement, and any of the parties hereto may execute this
agreement by signing any such counterpart.
This amendment letter shall become effective as of the date
first above written upon receipt of duly executed counterparts of
this letter from the Borrower, the Lenders and the Agents.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
Individually and as Agent
By: /s/ L. Gene Beube
Title: Senior Vice President
BIO-RAD LABORATORIES, INC.
By: /s/ Thomas L. Braje
Title: VP, CFO
THE BANK OF CALIFORNIA, N.A.
By: /s/ Wanda Headrick
Title: Vice President
SOCIETE GENERALE
By: /s/ J. Blaine Shaum
Title: Regional Manager
WELLS FARGO BANK
By: /s/ David S. Silmore
Title: Assistant Vice President
EXHIBIT 11.1 - COMPUTATION OF EARNINGS PER SHARE
Bio-Rad Laboratories, Inc.
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Computation for Consolidated Statements of Income:
<S> <C> <C> <C> <C>
Net income $ 4,440 $ 3,883 $19,006 $11,400
======= ======= ======= =======
Weighted average common shares 8,146 8,086 8,130 8,066
======= ======= ======= =======
Earnings per share $0.55 $0.48 $2.34 $1.41
======= ======= ======= =======
Additional Primary Computation (1):
Weighted average common shares per above 8,146 8,086 8,130 8,066
Add-Dilutive effect of outstanding options
(as determined by the application of
the treasury stock method) 157 79 153 74
Weighted average common shares, as adjusted 8,303 8,165 8,283 8,140
======= ======= ====== =======
Primary earnings per share $0.53 $0.48 $2.29 $1.40
======= ======= ====== =======
Fully Diluted Computation (1):
Weighted average common shares per above 8,146 8,086 8,130 8,066
Add-Dilutive effect of outstanding options
(as determined by the application of
the treasury stock method) 158 96 162 91
Weighted average common shares, as adjusted 8,304 8,182 8,292 8,157
======= ======= ====== =======
Fully diluted earnings per share $0.53 $0.47 $2.29 $1.40
======= ======= ====== =======
</TABLE>
[FN]
(1) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although not required by footnote 2 to paragraph 14 of APB
Opinion No. 15 because it results in dilution of less than 3%.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted
from Bio-Rad Laboratories, Inc. Form 10-Q for the quarter ended
September 30, 1995 and is qualified in its entirety by reference
to such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 7,564
<SECURITIES> 0
<RECEIVABLES> 85,903
<ALLOWANCES> 0
<INVENTORY> 83,921
<CURRENT-ASSETS> 197,240
<PP&E> 158,783
<DEPRECIATION> 84,986
<TOTAL-ASSETS> 281,768
<CURRENT-LIABILITIES> 87,053
<BONDS> 25,696
<COMMON> 8,151
0
0
<OTHER-SE> 143,237
<TOTAL-LIABILITY-AND-EQUITY> 281,768
<SALES> 288,684
<TOTAL-REVENUES> 288,684
<CGS> 123,188
<TOTAL-COSTS> 123,188
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,512
<INCOME-PRETAX> 25,341
<INCOME-TAX> 6,335
<INCOME-CONTINUING> 19,006
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,006
<EPS-PRIMARY> 2.34
<EPS-DILUTED> 0
</TABLE>
