<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Alfred Nobel Drive, Hercules, CA 94547
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 724-7000
<TABLE>
Securities registered pursuant to Section 12(b) of the Act:
<CAPTION>
Market Value on
Name of each exchange Shares outstanding March 11, 1996 of stocks
Title of each class on which registered March 11, 1996 held by non-affiliates
------------------- --------------------- ------------------ ------------------------
<S> <S> <C> <C>
Class A Common Stock
Par Value $1.00 per share American Stock Exchange 6,424,165 $196,832,435
Class B Common Stock
Par Value $1.00 per share American Stock Exchange 1,753,003 $ 15,424,227
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
NONE
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 _____
<PAGE>
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Documents Incorporated by Reference
Document Form 10-K Parts
_________________________________________ ____________________
(1) Annual Report to Stockholders for the
fiscal year ended December 31, 1995
(specified portions) I, II, IV
(2) Definitive Proxy Statement to be mailed
to stockholders in connection with the
registrant's 1996 Annual Meeting of
Stockholders (specified portions) III
<PAGE>
P A R T I
ITEM 1. BUSINESS
General
Founded in 1957, Bio-Rad Laboratories, Inc. ("Bio-Rad" or the
"Company") was initially engaged in the development and produc-
tion of specialty chemicals used in biochemical, pharmaceutical
and other life science research applications. In 1967, the Com-
pany entered the field of clinical diagnostics with the develop-
ment of its first test kit based on separation techniques and
materials developed for life sciences research. Recognizing that
the fields of clinical diagnostics and life sciences research
were evolving toward more automated techniques, Bio-Rad expanded
into the field of analytical and measuring instrument systems
through internal research and development efforts and
acquisitions in the late 1970's and 1980's.
As Bio-Rad broadened its product lines, it has also widened its
geographical market. The Company controls its distribution chan-
nels in twenty-one countries outside the U.S.A. through
subsidiaries whose primary focus is customer service and product
distribution.
Bio-Rad manufactures and supplies to life sciences research,
healthcare, analytical chemistry, semiconductor and other markets
a broad range of products and systems used to separate complex
chemical and biological materials and to identify, analyze and
purify their components.
Business Segments
The Company operates in three industry segments designated Life
Science, Clinical Diagnostics and Analytical Instruments. Each
operates in both the U.S. and international markets. For finan-
cial information on geographic and industry segments, see Note 13
on pages 21 and 22 of Exhibit 13.1, which is incorporated herein
by reference. Exhibit 13.1 is the Company's Consolidated
Financial Statements, which is an excerpt from the Company's 1995
Annual Report to Stockholders.
Description of Business
Life Science
The Life Science segment develops, manufactures and sells
electrophoresis, gene transfer, chromatography, immunoassay,
imaging and image analysis products including specialty chemical
and biological materials, separation and purification systems,
laser scanning confocal microscopes and accessories. These
products are used to separate, purify and analyze complex
chemical mixtures and are sold to universities, private industry,
government agencies and clinical and hospital laboratories. They
1
<PAGE>
are used in biochemistry, molecular biology, cancer research,
immunology, and other areas of life science and genetic research.
In addition, these products are sold to industrial and commercial
customers, including pharmaceutical, biotechnology and food
processing companies, for research and development, manufacturing
and quality control applications.
Clinical Diagnostics
The Clinical Diagnostics segment develops and manufactures
automated test systems, test kits and specialized quality
controls for the healthcare market. Hospitals and clinical
laboratories use these products to assist physicians in
diagnosing and monitoring their patients. Many of these products
are based on innovative applications of technologies originally
developed for life science research. Bio-Rad also develops,
manufactures and distributes controls for immunoassay testing,
therapeutic drug monitoring and other applications.
Analytical Instruments
Bio-Rad's Analytical Instruments segment develops, manufactures,
sells and services FT-IR spectrometer systems, semiconductor
measurement instruments and spectral reference publications.
Purchasers of these products include government agencies,
universities, research institutions and industrial companies.
These products are used in industrial and scientific research, in
manufacturing and in quality control applications.
Raw Materials and Components
The Company utilizes a wide variety of chemicals, biological
materials, electronic components, machined metal parts, optical
parts, minicomputers and peripheral devices. Most of these
materials and components are available from numerous sources and
the Company has not experienced difficulty in securing adequate
supplies.
Patents and Trademarks
The Company owns numerous U.S. and international patents and
patent licenses. Bio-Rad believes, however, that its ability to
develop and manufacture its products depends primarily on its
know-how, technology and special skills. Under several patent
license agreements, Bio-Rad pays royalties on the sales of
certain products. Bio-Rad views these patents and license
agreements as valuable assets, however, no individual agreement
is of material importance to any segment or to the Company's
business as a whole.
2
<PAGE>
Seasonal Operations and Backlog
The Company's business is not inherently seasonal, however, the
European custom of concentrating vacation during the summer
months usually has had a negative impact on third quarter sales
volume and operating income.
For the most part, the Company operates in markets characterized
by short lead times and the absence of significant backlogs. The
Company produces several analytical instruments against an order
backlog. Management has concluded that backlog information is
not material to the Company's business as a whole.
Sales and Marketing
Each of Bio-Rad's divisions maintains a sales force or works in
conjunction with other divisions to sell its products on a direct
basis. Each sales force is technically trained in the
disciplines associated with its products. Sales are also
generated through direct mail advertising, exhibits at trade
shows and technical meetings, and by extensive advertising in
technical and trade publications. Sales and marketing efforts
are augmented by technical service departments that assist
customers in effective product utilization and in new product
applications. Bio-Rad also produces and distributes technical
literature and holds seminars for customers on the use of its
products.
Bio-Rad products are sold to a broad and diversified customer
base. In 1995, no single customer accounted for as much as 2% of
Bio-Rad's total sales. A number of the Company's customers,
particularly in Life Science, are substantially dependent for
their funding on government grants and research contracts. A
portion of the Analytical Instruments segment is dependent upon
large semiconductor manufacturers; the loss of these customers or
a severe downturn in the semiconductor market would have a
detrimental effect on the results of the segment.
Most of the Company's international sales are generated by
wholly-owned subsidiaries and their branch offices in
Australia, Austria, Belgium, Canada, Denmark, England, Finland,
France, Germany, Hong Kong, India, Italy, Japan, Korea, the
Netherlands, New Zealand, People's Republic of China, Singapore,
Spain, Sweden and Switzerland. Certain of these subsidiaries
also have manufacturing facilities. While Bio-Rad's
international operations are subject to certain risks common to
foreign operations in general, such as changes in governmental
regulations, import restrictions and foreign exchange
fluctuations, the Company's international operations are
principally in developed nations, which the Company regards as
presenting no significantly greater risks to its operations than
are present in the United States.
3
<PAGE>
Competition
Most markets served by Bio-Rad's product groups are competitive.
Bio-Rad's competitors range in size from start-ups to large
multi-nationals. Reliable independent information on sales and
market share of products produced by Bio-Rad's competitors is not
generally available. Bio-Rad believes, however, based on its own
marketing information, that while some competitors are dominant
with respect to certain individual products, no one company,
including Bio-Rad, is dominant with respect to a material portion
of any segment of Bio-Rad's business.
Product Research and Development
The Company conducts extensive product research and development
activities in all areas of its business, employing approximately
315 people worldwide in these activities. Research and
development have played a major role in Bio-Rad's growth and are
expected to continue to do so in the future. New products and
new applications for existing products are being developed
continuously by Bio-Rad's teams of researchers. In its
development and testing of new products and applications, Bio-Rad
consults with scientific and medical professionals at
universities, at hospitals and medical schools, and in industry.
Bio-Rad spent approximately $34.7 million, $30.2 million and
$34.2 million on R&D activities during the years ended December
31, 1995, 1994 and 1993, respectively.
Regulatory Matters
Certain of the Company's products (primarily diagnostic products)
are subject to regulation in the United States by the Center for
Devices and Radiological Health of the United States Food and
Drug Administration (FDA) and in other jurisdictions by state and
foreign government authorities. FDA regulations require that
some new products have pre-marketing approval by the FDA and
require certain of Bio-Rad's products to be manufactured in
accordance with "good manufacturing practices", to be extensively
tested and to be properly labeled to disclose test results and
performance claims and limitations. The Company is also subject
to government regulation of the use and handling of radioactive
materials and controlled substances. The Company believes it is
in compliance with these and other regulations.
Certain of the Company's production processes involve the use of
materials whose use is subject to federal, state and local
environmental regulations. The Company regularly evaluates its
processes and procedures to ensure compliance with applicable
environmental standards and regulations. Although, from time to
time, modification of processes and procedures may be required
4
<PAGE>
which will require additional capital expenditures, the Company
presently believes that any such expenditures will have no
material adverse effect on the future results of operations or
the financial position of the Company.
Employees
At December 31, 1995, Bio-Rad had approximately 2,460 full-time
employees. Fewer than 8% of Bio-Rad's employees are covered by a
collective bargaining agreement which will expire on October 31,
1998. Bio-Rad considers its employee relations in general to be
good.
ITEM 2. PROPERTIES
Bio-Rad owns its Corporate headquarters located in Hercules,
California. The principal manufacturing and research locations
for each segment are as follows:
Life Science Richmond, California Owned/Leased
Hercules, California Owned
Hemel Hempstead, England Leased
Milan, Italy Leased
Clinical Diagnostics Hercules, California Owned/Leased
Anaheim, California Leased
Benicia, California Leased
Munich, Germany Leased
Analytical Instruments Cambridge, Massachusetts Owned/Leased
York, England Owned
Hemel Hempstead, England Leased
Philadelphia, Pennsylvania Owned
Most manufacturing and research facilities also house
administration, sales and distribution activities for the
segment.
In addition, the Company leases office and warehouse facilities
in California, Australia, Austria, Belgium, Canada, Denmark,
England, Finland, France, Germany, Hong Kong, India, Israel,
Italy, Japan, Korea, the Netherlands, New Zealand, People's
Republic of China, Singapore, Spain, Sweden and Switzerland.
These facilities are used principally for administration, sales,
service and distribution for all three segments.
All facilities are believed to be adequate at present to support
the Company's current and anticipated production requirements.
Historically, adequate space to expand sales and distribution
channels has been available and is leased as needed.
5
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
Note 11, "Legal Proceedings", appearing on pages 19 and 20 of
Exhibit 13.1 is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's
security holders during the fourth quarter of the fiscal year
covered by this report.
P A R T II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
Note 15, "Information Concerning Common Stock", appearing on page
23 of Exhibit 13.1 is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The table headed "Summary of Operations" appearing on page 1 of
Exhibit 13.1 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The section headed "Management's Discussion and Analysis of
Results of Operations and Financial Condition" appearing on pages
25 through 30 of Exhibit 13.1 is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Public Accountants and the Consolidated
Financial Statements and Notes thereto appearing on pages 2
through 24 of Exhibit 13.1 are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
6
<PAGE>
P A R T III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The sections labeled "Election of Directors" and "Compliance with
Section 16(a) of the Securities Exchange Act of 1934" of the
definitive Proxy Statement mailed to stockholders in connection
with the 1996 Annual Meeting of Stockholders (the 1996 Proxy
Statement) are incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The sections labeled "Executive Compensation and Other
Information" and "Compensation of Directors" of the 1996 Proxy
Statement are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The section labeled "Principal and Management Stockholders" of
the 1996 Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The section labeled "Compensation of Directors" of the 1996 Proxy
Statement is incorporated herein by reference.
7
<PAGE>
P A R T IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) 1. Index to Financial Statements
The following Consolidated Financial Statements are
included in the 1995 Annual Report and are incorporated
herein by reference pursuant to Item 8:
Page in
Exhibit 13.1
Consolidated Balance Sheets
at December 31, 1995 and 1994 2-3
Consolidated Statements of Income
for each of the three years in the
period ended December 31, 1995 4
Consolidated Statements of Cash Flows
for each of the three years in the period
ended December 31, 1995 5
Consolidated Statements of Changes in
Stockholders' Equity for each of the three
years in the period ended December 31, 1995 6
Notes to Consolidated Financial Statements 7-23
Report of Independent Public Accountants 24
2. Index to Financial Statement Schedule
Page in
Form 10-K
Report of Independent Public Accountants
on Schedule 9
II Valuation and Qualifying Accounts 10
All other Financial Statement Schedules are omitted because
they are not required or because the required information is
included in the Consolidated Financial Statements or the Notes
thereto.
3. Index to Exhibits
The exhibits listed in the accompanying Index to Exhibits on
pages 12 and 13 of this report are filed or incorporated by
reference as part of this report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during
the last quarter of the period covered by this report.
8
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
To the Stockholders and Board of Directors of
Bio-Rad Laboratories, Inc.:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Bio-
Rad Laboratories, Inc.'s annual report to stockholders incor-
porated by reference in this Form 10-K, and have issued our
report thereon dated February 6, 1996. Our audit was made for
the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in the index, Item 14(a)2, is the
responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial state-
ments. This schedule has been subjected to the auditing pro-
cedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Francisco, California,
February 6, 1996
9
<PAGE>
BIO-RAD LABORATORIES, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1995, 1994 and 1993
(In thousands)
<TABLE>
Reserve for doubtful accounts receivable
<CAPTION>
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions of Year
--------- ---------- ---------- --------
<S> <C> <C> <C> <C>
1995 $2,894 $ 462 $ (262) $3,094
===== ===== ===== =====
1994 $2,033 $1,283 $ (422) $2,894
===== ===== ===== =====
1993 $2,068 $ 228 $ (263) $2,033
===== ===== ===== =====
</TABLE>
<TABLE>
Valuation allowance for deferred tax assets
<CAPTION>
Deductions
Balance at Charged to Balance
Beginning Costs and at End
of Year Additions Expenses of Year
--------- --------- ---------- -------
<S> <C> <C> <C> <C>
1995 $ 7,209 $ - $ (731) $ 6,478
====== ====== ====== ======
1994 $12,353 $ - $(5,144) $ 7,209
====== ====== ====== ======
1993 $10,948 $ 3,037 $(1,632) $12,353
====== ====== ====== ======
</TABLE>
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BIO-RAD LABORATORIES, INC.
By: /s/ Sanford S. Wadler
Sanford S. Wadler
Secretary
Date: March 21, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ David Schwartz President and Director March 21, 1996
(David Schwartz)
Principal Financial Officer:
/s/ Thomas L. Braje Vice President,
(Thomas L. Braje) Chief Financial Officer March 21, 1996
Principal Accounting Officer:
/s/ James R. Stark Corporate Controller March 21, 1996
(James R. Stark)
Other Directors:
/s/ James J. Bennett Director March 21, 1996
(James J. Bennett)
/s/ Albert J. Hillman Director March 21, 1996
(Albert J. Hillman)
/s/ Philip L. Padou Director March 21, 1996
(Philip L. Padou)
/s/ Alice N. Schwartz Director March 21, 1996
(Alice N. Schwartz)
/s/ Norman Schwartz Director March 21, 1996
(Norman Schwartz)
/s/ Burton A. Zabin Director March 21, 1996
(Burton A. Zabin)
11
<PAGE>
BIO-RAD LABORATORIES, INC.
INDEX TO EXHIBITS
ITEM 14(a)3
The following documents are filed as part of this report:
Exhibit No.
3.1 Restated Certificate of Incorporation, as of
September 15, 1988. (1)
3.2 By-Laws of the Registrant, as amended February 19,
1980. (2)
10.4 1994 Stock Option Plan. (3)
10.5 Amended 1988 Employee Stock Purchase Plan. (4)
10.6 Employees' Deferred Profit Sharing Retirement Plan. (5)
10.9 Credit Agreement dated as of February 18, 1994, by and
among the Registrant, The Lenders and The First
National Bank of Chicago, as agent. (6)
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. (7)
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. (7)
11.1 Computation of Earnings Per Share.
13.1 Excerpt from Annual Report to Stockholders' for the
fiscal year ended December 31, 1995 (to be deemed filed
only to the extent required by the instructions to
exhibits for reports on Form 10-K).
21.1 Listing of Subsidiaries.
23.1 Consent of Independent Public Accountants.
27.1 Financial Data Schedule.
________________________________________________________________
(1) Incorporated by reference from the Exhibits to the
Company's Form 10-K filing for the fiscal year ended
December 31, 1992, dated March 26, 1993.
(2) Incorporated by reference from the Exhibits to the
Company's Registration Statement on Form S-7
Registration No. 2-66797, which became effective
April 22, 1980.
12
<PAGE>
(3) Incorporated by reference from the Exhibits to the
Company's Form S-8 filing, dated April 28, 1994.
(4) Incorporated by reference from the Exhibits to the
Company's Form S-8 filing, dated April 28, 1994.
(5) Incorporated by reference from the Exhibits to the
Company's Form 10-K filing for the fiscal year ended
December 31, 1994, dated March 23, 1995.
(6) Incorporated by reference from the Exhibits to the
Company's Form 10-K filing for the fiscal year ended
December 31, 1993, dated March 24, 1994.
(7) Incorporated by reference from the Exhibits to the
Company's September 30, 1995 Form 10-Q filing dated
November 3, 1995.
13
<PAGE>
EXHIBIT 11.1 - COMPUTATION OF EARNINGS PER SHARE
Bio-Rad Laboratories, Inc.
(In thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Computation for Consolidated Statements of Income:
Net income $25,156 $15,598 $ 2,801
======= ======= =======
Weighted average common shares 8,137 8,075 7,993
======= ======= =======
Earnings per share $3.09 $1.93 $0.35
======= ======= =======
Additional Primary Computation (1):
Weighted average common shares per above 8,137 8,075 7,993
Add-Dilutive effect of outstanding options
(as determined by the application of
the treasury stock method) 149 104 -
------- ------- -------
Weighted average common shares, as adjusted 8,286 8,179 7,993
======= ======= =======
Primary earnings per share $3.04 $1.91 $0.35
======= ======= =======
Fully Diluted Computation (1):
Weighted average common shares per above 8,137 8,075 7,993
Add-Dilutive effect of outstanding options
(as determined by the application of
the treasury stock method) 159 109 -
------- ------- -------
Weighted average common shares, as adjusted 8,296 8,184 7,993
======= ======= =======
Fully diluted earnings per share $3.03 $1.91 $0.35
======= ======= =======
</TABLE>
(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%.
<PAGE>
EXHIBIT 13.1
Bio-Rad Laboratories, Inc.
SUMMARY OF OPERATIONS (In thousands, except per share data)
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993 1992 1991 1990
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $396,618 $355,299 $328,553 $330,301 $310,669 $286,673
Cost of goods sold 171,942 155,805 151,063 138,173 133,787 123,675
Gross profit 224,676 199,494 177,490 192,128 176,882 162,998
Selling, general and administrative expense 150,272 132,591 129,187 133,934 125,224 113,805
Product research and development expense 34,714 30,172 34,204 34,655 28,240 24,925
Restructuring costs 1,500 - 3,816 9,023 1,290 -
Income from operations 38,190 36,731 10,283 14,516 22,128 24,268
Other income (expense):
Interest expense, net (4,465) (6,138) (8,406) (9,368) (7,858) (7,148)
Other, net (183) (6,596) 2,801 22,357 (763) 85
Income before taxes 33,542 23,997 4,678 27,505 13,507 17,205
Provision for income taxes 8,386 8,399 1,877 11,951 5,353 6,493
Net income $ 25,156 $ 15,598 $ 2,801 $ 15,554 $ 8,154 $ 10,712
====== ====== ===== ====== ===== ======
Earnings per share $3.09 $1.93 $0.35 $1.96 $1.04 $1.37
====== ====== ===== ====== ===== ======
Weighted average common shares 8,137 8,075 7,993 7,924 7,871 7,831
Cash dividends paid per common share - - - - - -
Total assets $285,098 $263,650 $259,890 $272,730 $253,142 $213,177
Long-term debt, net of current maturities $ 20,922 $ 26,287 $ 47,834 $ 57,909 $ 64,906 $ 42,710
________________________________________________________________________________________________________________________
</TABLE>
1
<PAGE>
Bio-Rad Laboratories, Inc.
Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
__________________________________________________________________________________________
December 31,
Assets 1995 1994
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 14,774 $ 3,751
Accounts receivable, less allowance of $3,094 in
1995 and $2,894 in 1994 92,061 81,714
Inventories 75,357 73,339
Deferred tax assets 12,274 10,363
Prepaid expenses and other current assets 7,126 9,163
Total current assets 201,592 178,330
Property, Plant and Equipment:
Land and improvements 8,057 8,057
Buildings and leasehold improvements 51,786 50,757
Equipment 99,486 91,600
Total property, plant and equipment 159,329 150,414
Less accumulated depreciation 86,363 74,789
Net property, plant and equipment 72,966 75,625
Marketable Securities 5,902 4,743
Other Assets 4,638 4,952
Total Assets $285,098 $263,650
======== ========
__________________________________________________________________________________________
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
Bio-Rad Laboratories, Inc.
Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
__________________________________________________________________________________________
December 31,
Liabilities and Stockholders' Equity 1995 1994
<S> <C> <C>
Current Liabilities:
Notes payable $ 13,614 $ 20,902
Current maturities of long-term debt 655 691
Accounts payable 19,946 21,116
Accrued payroll and employee benefits 23,908 21,191
Sales, income and other taxes payable 7,082 6,377
Other current liabilities 24,612 19,601
Total current liabilities 89,817 89,878
Long-Term Debt, net of current maturities 20,922 26,287
Deferred Tax Liabilities 17,300 17,667
Total liabilities 128,039 133,832
Commitments and Contingent Liabilities
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 1995 - 6,395,522;
1994 - 6,311,128 6,396 6,311
Class B common stock, $1.00 par value, 6,000,000 shares
authorized; outstanding 1995 - 1,764,042;
1994 - 1,794,999 1,764 1,795
Additional paid-in capital 19,966 18,927
Retained earnings 124,857 99,701
Currency translation 3,527 2,566
Net unrealized holding gain on marketable securities 549 518
Total stockholders' equity 157,059 129,818
Total Liabilities and Stockholders' Equity $285,098 $263,650
======== ========
__________________________________________________________________________________________
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
Bio-Rad Laboratories, Inc.
Consolidated Statements of Income
(In thousands, except per share data)
<TABLE>
<CAPTION>
___________________________________________________________________________________________________
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Net sales $396,618 $355,299 $328,553
Cost of goods sold 171,942 155,805 151,063
Gross profit 224,676 199,494 177,490
Selling, general and administrative expense 150,272 132,591 129,187
Product research and development expense 34,714 30,172 34,204
Restructuring costs 1,500 - 3,816
Income from operations 38,190 36,731 10,283
Other income (expense):
Interest expense (4,465) (6,138) (8,406)
Investment income, net 1,230 314 4,246
Other, net (1,413) (6,910) (1,445)
Income before taxes 33,542 23,997 4,678
Provision for income taxes 8,386 8,399 1,877
Net income $ 25,156 $ 15,598 $ 2,801
======== ======== ========
Earnings per share $3.09 $1.93 $0.35
===== ===== =====
Weighted average common shares 8,137 8,075 7,993
===== ===== =====
___________________________________________________________________________________________________
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
Bio-Rad Laboratories, Inc.
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
________________________________________________________________________________________________________
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Cash received from customers $387,729 $354,463 $323,830
Cash paid to suppliers and employees (339,702) (290,163) (292,861)
Interest paid (4,008) (6,725) (8,608)
Income tax receipts (payments) (5,679) (2,586) 286
Miscellaneous payments (108) (6,715) (120)
Net cash provided by operating activities 38,232 48,274 22,527
Cash flows from investing activities:
Capital expenditures, net (12,307) (9,798) (14,549)
Payments for acquisitions (829) - -
Purchases of marketable securities and investments (3,098) (1,417) (234)
Sales of marketable securities and investments 2,959 1,261 5,147
Foreign currency hedges, net (638) (3,102) 872
Net cash used in investing activities (13,913) (13,056) (8,764)
Cash flows from financing activities:
Net borrowings under line-of-credit arrangements (8,063) (8,839) (3,195)
Additions to long-term debt 59,400 65,500 70,500
Payments on long-term debt (65,535) (90,381) (83,349)
Proceeds from issuance of common stock 1,093 823 814
Net cash used in financing activities (13,105) (32,897) (15,230)
Effect of exchange rate changes on cash (191) (1,682) 1,893
Net increase in cash and cash equivalents 11,023 639 426
Cash and cash equivalents at beginning of year 3,751 3,112 2,686
Cash and cash equivalents at end of year $ 14,774 $ 3,751 $ 3,112
======== ======== ========
________________________________________________________________________________________________________
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
Bio-Rad Laboratories, Inc.
Consolidated Statements of Changes in Stockholders' Equity
(In thousands, except share data)
<TABLE>
<CAPTION>
______________________________________________________________________
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Common Shares:
Balance at beginning of year 8,106,127 8,030,810 7,950,527
Issuance of common stock 53,437 75,317 80,283
Balance at end of year 8,159,564 8,106,127 8,030,810
_______________________________________________________________________
Common Stock:
Balance at beginning of year $ 8,106 $ 8,031 $ 7,950
Issuance of common stock 54 75 81
Balance at end of year 8,160 8,106 8,031
Additional Paid-In Capital:
Balance at beginning of year 18,927 18,179 17,193
Issuance of common stock 1,039 748 986
Balance at end of year 19,966 18,927 18,179
Retained Earnings:
Balance at beginning of year 99,701 84,103 81,302
Net income 25,156 15,598 2,801
Balance at end of year 124,857 99,701 84,103
Currency Translation:
Balance at beginning of year 2,566 (3) 610
Change in currency translation 961 2,569 (613)
Balance at end of year 3,527 2,566 (3)
Net Unrealized Holding Gain (Loss)
On Marketable Securities:
Balance at beginning of year 518 - -
Adoption of SFAS 115 effective
January 1, 1994 - 1,572 -
Change in net unrealized holding
gain (loss) 31 (1,054) -
Balance at end of year 549 518 -
________ ________ ________
Total Stockholders' Equity $157,059 $129,818 $110,310
======== ======== ========
_________________________________________________________________________
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
Bio-Rad Laboratories, Inc.
Notes to Consolidated Financial Statements
_________________________________________________________________
1. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of
Bio-Rad Laboratories, Inc. and all subsidiaries ("Bio-Rad" or the
"Company") after elimination of intercompany balances and
transactions. The preparation of financial statements in
conformity with generally accepted accounting principles requires
the use of certain estimates by management in determining the
Company's assets, liabilities, revenues and expenses. Certain
amounts in the financial statements of prior years have been
reclassified to be consistent with the 1995 presentation.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid in-
vestments with original maturities of three months or less which
are readily convertible into cash. Cash equivalents are stated
at cost, which approximates market value. The majority of the
cash balance at December 31, 1995 is deposited in a major U.S.
bank.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to
concentration of credit risk consist primarily of trade accounts
receivable. The Company performs credit evaluation procedures
and does not require collateral. Credit risk is limited due to
the large number of customers and their dispersion across many
geographic areas. However, a significant amount of trade
receivables are with national healthcare systems in countries
within the European Economic Community. The Company does not
currently foresee a credit risk associated with these
receivables.
Inventory Valuation
Inventories are valued at the lower of average cost or market and
include material, labor and overhead costs.
Property, Plant and Equipment
Property, plant and equipment are carried at historical cost.
Depreciation is computed on a straight-line basis over the
estimated useful lives of the assets ranging from two to thirty
years. Leasehold improvements are amortized over the lives of
the respective leases or the lives of the improvements, whichever
is shorter.
7
<PAGE>
Revenue Recognition and Warranty
Bio-Rad recognizes revenues when products are shipped or services
rendered and all significant obligations of the Company have been
met. Sales to end-users made through distributors or, on a non-
recourse basis through factors, are recorded net of applicable
discounts and factoring expenses. Factoring expenses were
$1,398,000, $1,544,000 and $2,359,000 in 1995, 1994 and 1993,
respectively. Where appropriate, the Company also establishes a
concurrent reserve for returns and allowances.
Upon shipment of equipment sold at a price which includes a time-
limited warranty, the Company establishes, as part of cost of
goods sold, a reserve for the expected costs of such warranty.
Foreign Currency Translation
Balance sheet accounts of international subsidiaries are
translated at the current exchange rate as of the end of the
accounting period. Income statement items are translated at
average exchange rates. The resulting translation adjustment is
recorded as a separate component of stockholders' equity.
Forward Exchange Contracts
As part of distributing its products, the Company regularly
enters into intercompany transactions. The Company enters into
forward foreign exchange contracts as a hedge against foreign
currency denominated intercompany receivables and payables.
These nonspeculative contracts have maturity dates of 60 days or
less, relate primarily to currencies of industrial countries and
are marked to market at each balance sheet date. The resulting
gains or losses are included in other income and expense
offsetting exchange losses or gains on the related receivables
and payables. Unrealized gains and losses are not deferred.
Exchange gains and losses on these contracts are net of premiums
and discounts resulting from interest rate differentials between
the U.S. and the countries of the currencies being traded. The
cash flows related to these contracts are classified as cash
flows from investing activities in the statement of cash flows.
Earnings Per Share
Earnings per share are calculated on the basis of the weighted
average number of common shares outstanding for each period.
Fair Value of Financial Instruments
For certain of the Company's financial instruments, including
cash and cash equivalents, accounts receivable, notes payable,
accounts payable and forward exchange contracts, the carrying
amounts approximate fair value. The fair values of other
instruments are disclosed in relevant notes to the financial
statements.
8
<PAGE>
_________________________________________________________________
2. Inventories
<TABLE>
The principal components of inventories are as follows (in
thousands):
<CAPTION>
December 31,
1995 1994
<S> <C> <C>
Raw materials $ 26,467 $ 23,713
Work in process 17,189 19,813
Finished goods 31,701 29,813
-------- --------
Inventories $ 75,357 $ 73,339
======== ========
</TABLE>
________________________________________________________________
3. Marketable Securities
The Company adopted Statement of Financial Accounting Standards
(SFAS) No. 115, "Accounting for Certain Investments in Debt and
Equity Securities", effective January 1, 1994. The effect at
January 1, 1994 was to increase stockholders' equity by
$1,572,000.
Under SFAS No. 115, the Company's marketable securities are
classified as available-for-sale and are recorded at current
market value with an offsetting adjustment to stockholders'
equity. The Company's portfolio is comprised principally of
equity securities with an aggregate market value of $5,902,000
and $4,743,000 and cost of $5,353,000 and $4,225,000 at December
31, 1995 and 1994, respectively.
Unrealized holding gains and losses pertaining to marketable
securities are included as a separate component of stockholders'
equity until realized. At December 31, 1995, gross unrealized
holding gains and losses were $909,000 and $360,000,
respectively. At December 31, 1994, gross unrealized holding
gains and losses were $880,000 and $362,000, respectively.
Prior to the adoption of SFAS No. 115, the Company recorded
marketable securities at the lower of cost or market with any
temporary aggregate write-down recorded as a separate component
of stockholders' equity. For the year 1993, no unrealized losses
were recorded in earnings.
For the purpose of determining realized gains and losses, the
cost of securities sold is based upon specific identification.
Information regarding the proceeds and gross realized gains and
losses from sales of securities is as follows:
9
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Proceeds $ 2,959 $ 1,261 $ 5,147
======= ======= =======
Gross realized gains $ 1,118 $ 432 $ 4,148
Gross realized losses (123) (141) (57)
------- ------- -------
Net realized gain $ 995 $ 291 $ 4,091
======= ======= =======
</TABLE>
_________________________________________________________________
4. Notes Payable and Long-Term Debt
Notes payable include local credit lines maintained by the
Company's subsidiaries aggregating approximately $45,328,000, of
which $36,268,000 was unused at December 31, 1995. The weighted
average interest rate on these lines was 8.71% and 7.52% at
December 31, 1995 and 1994, respectively. The parent company
guarantees most of these credit lines. The carrying amounts of
notes payable, which includes borrowings under these lines and
cash overdrafts, approximate their fair value.
<TABLE>
The principal components of long-term debt are as follows (in
thousands):
<CAPTION>
December 31,
1995 1994
<S> <C> <C>
Revolving credit agreement $ - $ 5,300
10.90% Subordinated Notes 20,000 20,000
Bank credit arrangements 51 94
Capitalized leases 1,526 1,584
------- --------
21,577 26,978
Less current maturities 655 691
------- --------
Long-Term Debt $20,922 $ 26,287
======= ========
</TABLE>
The Company has a $60 million revolving credit agreement which
provides for borrowings on an unsecured basis through March 1998.
The outstanding balance is $0 and $5,300,000 at December 31, 1995
and 1994, respectively. Interest is at spreads over money market
rates or at the prime rate. The applicable interest rate at both
December 31, 1995 and 1994 was 8.50%. A fee ranging from 0.2% to
0.3% annually is charged on the daily unborrowed portion of the
commitment.
Interest is payable quarterly on the 10.90% Subordinated Notes
due in 2001. Commencing in 1997, the Company is required to make
annual payments equal to 20% of the original principal amount
outstanding which is calculated to retire 80% of the principal
10
<PAGE>
amount prior to maturity. The Note Agreement was amended in
January 1994 to reduce the fixed charge ratio covenant for the
years 1994 through 1996. During this period the Company will pay
an additional 1/2% interest on the principal amount of the Notes.
The revolving credit agreement and subordinated notes indentures
(including amendments) require the Company, among other things,
to comply with certain financial ratio covenants. The Company
was in compliance with all financial ratio covenants as of
December 31, 1995. These agreements also contain certain other
restrictions, including the limitation of cash dividends. Under
the most restrictive of these, approximately $10,000,000 of
retained earnings were available for payment of cash dividends at
December 31, 1995.
Maturities of long-term debt at December 31, 1995 are as follows:
1996 - $655,000; 1997 - $4,472,000; 1998 - $4,331,000; 1999 -
$4,099,000; 2000 - $4,020,000; subsequent to 2000 - $4,000,000.
The fair value of the Company's long-term debt is estimated based
on the current rates available to the Company for similar issues
of comparable maturities. At December 31, 1995, the estimated
fair value is $23,565,000.
11
<PAGE>
_________________________________________________________________
5. Income Taxes
<TABLE>
The U.S. and international components of income before taxes are
as follows (in thousands):
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
U.S. $ 24,592 $ 13,652 $ 7,688
International 8,950 10,345 (3,010)
-------- -------- --------
Income before taxes $ 33,542 $ 23,997 $ 4,678
======== ======== ========
</TABLE>
<TABLE>
The provision for income taxes consists of (in thousands):
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Current:
U.S. Federal $ 6,764 $ 368 $ (324)
International 2,115 3,476 904
U.S. State 1,008 663 119
-------- -------- --------
9,887 4,507 699
Deferred (1,501) 3,892 1,178
-------- -------- --------
Provision for income taxes $ 8,386 $ 8,399 $ 1,877
======== ======== ========
</TABLE>
12
<PAGE>
<TABLE>
The major components of the deferred income tax provision are as
follows (in thousands):
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Change in eliminated
intercompany profit $ (29) $ 113 $ 741
Change in reserves for ob-
solete inventory and
warranty expense (2,007) (1,020) (2,387)
Change in other reserves 147 4,242 1,839
Difference between tax
and book depreciation (138) (116) 1,473
Miscellaneous other items 526 673 (488)
------- ------- -------
Deferred income tax provision $(1,501) $ 3,892 $ 1,178
======= ======= =======
</TABLE>
<TABLE>
The reconciliation of the effective tax rate is as follows (dollars in
thousands):
<CAPTION>
Year Ended December 31,
1995 1994 1993
Amount % Amount % Amount %
<S> <C> <C> <C> <C> <C> <C>
U.S. statutory tax rate $11,740 35% $ 8,399 35% $ 1,596 34%
State taxes, net of
federal income tax benefit 426 1 515 2 278 6
Effect of international
losses and differences
between international
and U.S. tax rates 781 2 1,291 5 1,837 39
Foreign Sales Corporation
tax benefit (1,539) (4) (1,278) (5) (1,053) (22)
Research and development
tax credit (265) (1) (461) (2) (739) (16)
Benefit of excess foreign
tax credits on
repatriation of foreign
earnings (908) (3) (1,012) (4) - -
Loss carryforwards utilized (1,678) (5) (2,704) (11) (1,610) (34)
Non-deductible write-off
of investments in
subsidiaries and reserves - - 3,499 14 1,553 33
Other (171) - 150 1 15 -
------- --- ------- --- ------- ---
Provision for income taxes $ 8,386 25% $ 8,399 35% $ 1,877 40%
======= === ======= === ======= ===
</TABLE>
13
<PAGE>
<TABLE>
Temporary differences and carryforwards which give rise to a
significant portion of deferred tax assets and liabilities at December
31, 1995 are as follows (in thousands):
<CAPTION>
Deferred Deferred
Tax Tax
Assets Liabilities
<S> <C> <C>
Tax benefit of foreign loss
carryforwards $ 4,231 $ -
Deferred gain on condemnation - 6,712
Eliminated intercompany profit 3,895 -
Reserves for obsolete inventory,
warranty and bad debts 8,788 -
Tax benefit of IPRI loss
carryforward 675 -
Development cost of Hercules
facility - 1,444
Write-off of investment in
subsidiaries 479 -
Depreciation - 1,653
Miscellaneous other items 684 7,491
------- -------
18,752 17,300
Valuation allowance (6,478) -
------- -------
Total $12,274 $17,300
======= =======
</TABLE>
The net change in the valuation allowance for deferred tax assets in
1995 was a decrease of $731,000 primarily resulting from unanticipated
utilization of foreign loss carryforwards.
At December 31, 1995, Bio-Rad's international subsidiaries had
combined net operating loss carryforwards of $12,203,000. A portion
of these loss carryforwards will expire in the following years: 1997 -
$255,000; 1998 - $1,035,000; 1999 - $647,000; 2000 - $658,000 and
2002 - $72,000. The remainder of these loss carryforwards have no
expiration date. At December 31, 1995 Bio-Rad's domestic subsidiary,
International Plant Research Institute (IPRI), had a net operating
loss carryforward of $1,929,000 which will expire between 1998 and
2003. The utilization of these carryforwards is limited to the
separate taxable income of each individual subsidiary.
Bio-Rad does not provide for taxes which would be payable if the
cumulative undistributed earnings of its international subsidiaries,
approximately $16,590,000 at December 31, 1995, were remitted to the
U.S. parent company. Unless it becomes advantageous for tax or
foreign exchange reasons to remit a subsidiary's earnings, such
earnings are indefinitely reinvested in subsidiary operations. The
withholding tax and U.S. federal income taxes on these earnings, if
remitted, would in large part be offset by tax credits.
14
<PAGE>
_________________________________________________________________
6. Stockholders' Equity
Stock Classification
The Company's outstanding stock consists of Class A Common Stock
(Class A) and Class B Common Stock (Class B). Each share of
Class A and Class B participates equally in the earnings of Bio-
Rad, and is identical in most other respects except that (i)
Class A has limited voting rights, each share of Class A being
entitled to one-tenth of a vote on most matters and each share of
Class B being entitled to one vote; (ii) Class A stockholders are
entitled to elect 25% of the Board of Directors (rounded up to
the nearest whole number) and Class B stockholders are entitled
to elect the balance of the directors; (iii) cash dividends may
be paid on Class A shares without paying a cash dividend on Class
B shares, but no cash dividend may be paid on Class B shares
unless an at least equal cash dividend is paid on Class A shares;
and (iv) Class B shares are convertible at any time into Class A
shares on a one for one basis at the option of the stockholder.
Stock Option Plan
Bio-Rad maintains incentive and non-qualified stock option plans
for officers and certain other key employees. Under the
Company's plans, Class A and Class B options are granted at
prices not less than fair market value on the date of grant, are
exercisable on a cumulative basis at a rate not greater than 25%
per annum commencing one year after the date of grant and expire
five years after the date of the grant.
The Company has made no charge to income with respect to any
stock options. At the time options are exercised, the par value
of the shares is credited to common stock and the excess is
credited to additional paid-in capital. The Company may receive
income tax benefits from exercise of non-qualified stock options
and from certain dispositions of stock received by employees un-
der qualified or incentive stock options. Activity under the
plans for the three years ended December 31, 1995 is summarized
below:
<TABLE>
<CAPTION>
Shares Price Per Share
<S> <C> <C>
Balance at December 31, 1992 183,815 $17.13 - $19.87
Granted 96,000 $14.13 - $15.61
Exercised - -
Cancelled (29,055) $14.19 - $18.06
Expired - -
-------
Balance at December 31, 1993 250,760 $14.13 - $19.87
Granted 96,000 $11.06 - $12.93
Exercised (6,988) $14.19 - $18.06
Cancelled (12,837) $11.06 - $18.06
Expired (89,175) $17.13
-------
15
<PAGE>
Balance at December 31, 1994 237,760 $11.06 - $19.87
Granted 97,200 $27.00 - $30.04
Exercised (26,368) $11.06 - $18.06
Cancelled (23,621) $11.06 - $27.31
Expired - -
-------
Balance at December 31, 1995 284,971 $11.06 - $30.04
=======
</TABLE>
At December 31, 1995, the average exercise price of outstanding
options is $18.58 per share, options for 68,958 shares were
exercisable, 358,708 shares were available for future grants and
approximately 230 employees held options.
Employee Stock Purchase Plan
Under the Amended 1988 Employee Stock Purchase Plan (the Plan),
the Company has authorized the sale of 430,000 shares of Class A
to eligible employees. The purchase price of the shares under
the Plan is the lesser of 85% of the fair market value on the
first day of each calendar quarter or 85% of the fair market
value on the last day of each calendar quarter. Employees may
designate up to 10% of their compensation for the purchase of
stock. During 1995, 27,069 shares of stock were sold under the
Plan for an aggregate price of $670,000. At December 31, 1995,
126,830 shares remained authorized under the Plan.
_________________________________________________________________
7. 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. The functions performed at this location were considered
redundant and will 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. Cash outlays
commenced in the fourth quarter of 1995; they are expected to be
made with current operating funds, and to be completed in 1996
with the exception of lease related costs. Future lease payments
have been reserved through 2001. This reserve may be offset in
the future should the Company be successful in efforts to
sublease the property.
In the fourth quarter of 1993, the Company recorded $3,816,000 of
restructuring costs. These costs were primarily related to the
closing of two facilities in Japan and the European headquarters
office in Belgium. These charges consisted primarily of employee
separation costs and write-offs of certain assets. $1,890,000
was included in Clinical Diagnostics, $1,428,000 in Analytical
Instruments and $498,000 in Life Science. Cash outlays related
to this restructuring were made with current operating funds and
were completed during 1994 and 1995.
16
<PAGE>
Restructuring costs recorded in 1992 included reserves for future
lease payments through 2001 on facilities no longer being
utilized by the Company. At December 31, 1995 a liability of
$1,231,000 remains for these leases.
_________________________________________________________________
8. Other Income and Expense
<TABLE>
Other, net includes the following income and (expense) components
(in thousands):
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Exchange gains (losses) $ 118 $ (883) $(1,853)
Other non-operating litigation
costs, net (1,350) (4,860) 623
Redemption of subordinated
notes - (616) -
Miscellaneous other items (181) (551) (215)
------- ------- -------
Other, net $(1,413) $(6,910) $(1,445)
======= ======= =======
</TABLE>
Exchange gains (losses) include premiums and discounts on forward
foreign exchange contracts.
17
<PAGE>
________________________________________________________________
9. Supplemental Cash Flow Information
<TABLE>
The reconciliation of net income to net cash provided by operating activities is as
follows (in thousands):
<CAPTION>
Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
Net income $25,156 $15,598 $ 2,801
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 16,681 16,847 16,622
Foreign currency hedge transactions, net 649 3,054 (192)
Gains on dispositions of marketable securities (995) (291) (4,091)
Increase in accounts receivable, net (9,261) (2,136) (2,321)
(Increase) decrease in inventories (984) 1,588 9,100
(Increase) decrease in other current assets 1,560 (964) 1,025
Increase (decrease) in accounts payable and
other current liabilities 5,531 8,414 (2,682)
Increase (decrease) in income taxes payable 1,153 1,541 (1,138)
Increase (decrease) in deferred taxes (1,321) 3,938 3,351
Other 63 685 52
------- ------- -------
Net cash provided by operating activities $38,232 $48,274 $22,527
======= ======= =======
</TABLE>
18
<PAGE>
___________________________________________________________________________
10. Commitments and Contingent Liabilities
Rents and Leases
Net rental expense under operating leases was $11,105,000 in
1995, $10,754,000 in 1994 and $10,847,000 in 1993. Leases are
principally for facilities and automobiles.
Annual future minimum lease payments at December 31, 1995 under
operating leases are as follows: 1996 - $9,344,000; 1997 -
$6,478,000; 1998 - $3,676,000; 1999 - $2,951,000; 2000 -
$2,429,000; subsequent to 2000 - $9,857,000.
Deferred Profit Sharing Retirement Plan
The Company has a profit sharing plan covering substantially all
U.S. employees. Contributions are made at the discretion of the
Board of Directors. Bio-Rad has no liability other than for the
current year's contribution. Contributions charged to income
were $2,870,000, $3,279,000 and $2,298,000 in 1995, 1994 and
1993, respectively.
Foreign Exchange Contracts
The Company enters into forward foreign exchange contracts as a
hedge against foreign currency denominated intercompany
receivables and payables. The contracts are marked to market at
each balance sheet date, and the resulting net unrealized gains
or losses offset exchange losses or gains on those receivables
and payables. At December 31, 1995, the Company had contracts
maturing in January and February 1996 to sell foreign currency
with a market value of $83,228,000 and to purchase foreign
currency with a market value of $43,885,000. At December 31,
1994, the Company had contracts maturing in January and February
1995 to sell foreign currency with a market value of $66,621,000
and to purchase foreign currency with a market value of
$28,787,000.
_________________________________________________________________
11. Legal Proceedings
In July 1994, Fuji Photo Film Co., Ltd., filed in Civil
Department No. 29 of the Tokyo District Court an application for
a temporary injunction for cessation of infringement of a
Japanese patent which covers an autoradiographic process. In the
opinion of management, the outcome of this claim will have no
material adverse effect on the future results of operations or
the financial position of the Company.
In the fourth quarter of 1994, the Company reached a settlement
in an action in the U.S. District Court in the District of New
Jersey, brought in March 1991, by Pharmacia LKB Biotechnology,
Inc., et. al. (Pharmacia) alleging infringement of Pharmacia's
U.S. patent. The settlement provided for the payment by Bio-Rad
19
<PAGE>
to Pharmacia of $5,500,000. Additionally, both parties agreed to
cross license various patents. The impact of the settlement and
related legal fees on 1994 results was a charge of $4,860,000
recorded in other income and expense (see Note 8).
The Company is a party to various other claims, legal actions and
complaints arising in the ordinary course of business. One such
action relates to the U.S. Environmental Protection Agency which
has informed the Company that it may be a potentially responsible
party under the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, at one site in
Colorado. In the opinion of management the outcome of this and
other claims, legal actions and complaints would have no material
adverse effect on the future results of operations or the
financial position of the Company.
_________________________________________________________________
12. Related Party Transactions
The Company regularly contracts for legal services with the law
firm of Townsend and Townsend and Crew. Albert J. Hillman was of
counsel in this law firm during 1995 and a non-employee member of
the Company's Board of Directors. The rate charged the Company
for these services is comparable to the rates charged others for
similar services.
_________________________________________________________________
20
<PAGE>
_________________________________________________________________
13. Industry Segment Information
<TABLE>
Bio-Rad is a multinational manufacturer and worldwide distributor of life science research
products, clinical diagnostics and analytical instruments. Information regarding
geographic areas at December 31, 1995, 1994 and 1993 and for the years then ended is as
follows (in thousands):
<CAPTION>
Consoli-
North Pacific Elimin- dated
Worldwide Operations America Europe Rim ations Total
<S> <C> <C> <C> <C> <C> <C>
Net sales to unaffiliated 1995 $169,350 $138,288 $88,980 $ - $396,618
customers 1994 163,745 117,548 74,006 - 355,299
1993 152,969 114,505 61,079 - 328,553
Net intercompany sales 1995 98,734 42,335 6,164 (147,233) -
1994 79,915 40,798 6,044 (126,757) -
1993 71,441 32,354 6,404 (110,199) -
Total net sales 1995 268,084 180,623 95,144 (147,233) 396,618
1994 243,660 158,346 80,050 (126,757) 355,299
1993 224,410 146,859 67,483 (110,199) 328,553
Income from operations 1995 25,076 11,030 2,084 - 38,190
1994 24,066 10,768 1,897 - 36,731
1993 7,570 2,268 445 - 10,283
Identifiable assets 1995 178,738 69,502 36,858 - 285,098
1994 163,914 66,748 32,988 - 263,650
1993 168,128 63,315 28,447 - 259,890
Net intercompany sales and income from operations are recorded on the basis of inter-
company prices established by the Company.
Net sales in North America include export sales from the Company's United States
operations of approximately $6,163,000, $6,654,000 and $6,314,000 in 1995, 1994 and 1993,
respectively.
</TABLE>
21
<PAGE>
<TABLE>
Information regarding industry segments at December 31, 1995, 1994 and 1993 and for the
years then ended is as follows (in thousands):
<CAPTION>
Consoli-
Life Clinical Analytical dated
Market Segments Science Diagnostics Instruments Corporate Total
<S> <C> <C> <C> <C> <C> <C>
Net sales to unaffiliated 1995 $193,145 $137,426 $ 66,047 $ - $396,618
customers 1994 169,676 131,942 53,681 - 355,299
1993 155,577 125,794 47,182 - 328,553
Income (loss) from operations 1995 17,250 17,465 3,873 (398) 38,190
1994 17,706 18,573 1,186 (734) 36,731
1993 6,796 9,435 (6,087) 139 10,283
Identifiable assets 1995 115,256 94,321 32,804 42,717 285,098
1994 106,605 92,690 32,272 32,083 263,650
1993 103,417 93,534 30,399 32,540 259,890
Capital expenditures 1995 5,598 6,624 1,514 655 14,391
1994 4,031 5,558 1,538 388 11,515
1993 6,627 6,693 1,913 983 16,216
Depreciation 1995 6,986 6,510 1,555 1,181 16,232
1994 6,531 6,439 1,773 1,234 15,977
1993 5,911 6,917 1,856 1,293 15,977
Sales between segments are immaterial. Capital expenditures include capitalized
leases of $778,000, $784,000 and $1,142,000 in 1995, 1994 and 1993, respectively.
</TABLE>
22
<PAGE>
___________________________________________________________________________
14. Quarterly Financial Data - (unaudited)
<TABLE>
Summarized quarterly financial data for 1995 and 1994 are as fol-
lows (in thousands, except per share data):
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter Year
<S> <C> <C> <C> <C> <C>
1995
Net sales $97,858 $97,921 $92,905 $107,934 $396,618
Gross profit 56,041 56,518 52,937 59,180 224,676
Net income 8,053 6,513 4,440 6,150 25,156
Earnings per share $0.99 $0.80 $0.55 $0.75 $3.09
1994
Net sales $89,657 $85,127 $83,834 $96,681 $355,299
Gross profit 50,248 48,522 47,601 53,123 199,494
Net income 4,705 2,812 3,883 4,198 15,598
Earnings per share $0.58 $0.35 $0.48 $0.52 $1.93
</TABLE>
______________________________________________________________________
15. Information Concerning Common Stock - (unaudited)
The Company's Class A and Class B Common Stock are listed on the
American Stock Exchange with the symbols BIO.A and BIO.B, respec-
tively. The following sets forth, for the periods indicated, the
high and low sales prices for the Company's Class A and Class B
Common Stock.
<TABLE>
<CAPTION>
Class A Class B
High Low High Low
<S> <C> <C> <C> <C>
1995
First Quarter 28-7/8 24-7/8 28 24-3/4
Second Quarter 36-1/4 27-1/2 35-3/4 27-3/8
Third Quarter 40-3/4 35-1/4 40-3/8 35-1/4
Fourth Quarter 42-5/8 37 42-3/4 37-5/8
1994
First Quarter 14-1/8 10-1/4 13-5/8 10-1/4
Second Quarter 19-3/8 12-5/8 19 12-7/8
Third Quarter 24-7/8 17-5/8 24-5/8 17-1/2
Fourth Quarter 29-1/4 24 28-1/2 24-3/4
</TABLE>
At February 14, 1996, the Company had 601 holders of record of
Class A Common Stock and 334 holders of record of Class B Common
Stock. Bio-Rad has never paid a cash dividend and has no present
plans to pay cash dividends.
23
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of
Bio-Rad Laboratories, Inc.:
We have audited the accompanying consolidated balance sheets of
Bio-Rad Laboratories, Inc. (a Delaware Corporation) and
subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of income, cash flows and changes in
stockholders' equity for each of the three years in the period
ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Bio-Rad Laboratories, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted
accounting principles.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Francisco, California,
February 6, 1996
24
<PAGE>
Bio-Rad Laboratories, Inc.
Management's Discussion and Analysis
________________________________________________________________
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
This discussion should be read in conjunction with the
information contained in the Company's Consolidated Financial
Statements and the accompanying notes which are an integral part
of the statements. References are to the Notes to Consolidated
Financial Statements.
<TABLE>
The following table shows operating income and expense items as a
percentage of net sales:
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Net sales 100.0 100.0 100.0
Cost of goods sold 43.4 43.9 46.0
Gross profit 56.6 56.1 54.0
Selling, general and administrative 37.9 37.3 39.3
Product research and development 8.7 8.5 10.4
Restructuring costs 0.4 - 1.2
----- ----- -----
Income from operations 9.6 10.3 3.1
===== ===== =====
Net income 6.3 4.4 0.9
===== ===== =====
</TABLE>
_________________________________________________________________
Corporate Results -- Sales, Margins and Expenses
Bio-Rad's net sales (sales) for 1995 were $396.6 million,
representing growth of 11.6%. This is the largest year over year
increase since 1990. Compared to 1994, Life Science sales
increased $23.5 million or 13.8%, Clinical Diagnostics increased
$5.5 million or 4.2%, and Analytical Instruments increased $12.4
million or 23.0%. Overall for 1995, the weaker U.S. dollar had
the effect of increasing foreign currency denominated sales
approximately 4.0% or $14.4 million. Sales were strong
throughout 1995 for both Life Science and Analytical Instruments,
particularly for the Company's semiconductor test and
manufacturing equipment. Growth exceeded 15% for both of these
segments throughout the year with the single exception of Life
Science in the first quarter. Globally, competition remains
severe and markets weak for the Clinical Diagnostics segment.
25
<PAGE>
Bio-Rad's sales in 1994 were $355.3 million, an 8.1% increase
over 1993's $328.6 million. Compared to 1993, Life Science sales
increased $14.1 million or 9.1%, Clinical Diagnostics increased
$6.1 million or 4.9% and Analytical Instruments increased $6.5
million or 13.8%. During 1994, an overall weaker U.S. dollar
increased foreign currency denominated sales approximately 1% or
$3.5 million compared to sales based on 1993 exchange rates.
Life Science experienced strong first quarter growth owing
largely to increased demand for products in Japan and the Far
East; for the remainder of the year sales growth averaged 5%.
Clinical Diagnostics sales growth was modest throughout the first
three quarters of 1994. However, in the fourth quarter sales
increased by 13% reflecting increased equipment sales in the Far
East, continuing interest in the Company's diagnostic control
product line and a weaker U.S. dollar when compared to the
previous year. Analytical Instruments sales accelerated during
the year increasing 6% in the first half of 1994 and 21% in the
second half. Demand for the Company's semiconductor test and
manufacturing equipment provided the major increases.
Consolidated gross margins increased during 1995 to 56.6% from
56.1% in 1994. This increase is attributable to both increased
revenue from foreign sales as a result of the weaker dollar and
continuing improvements to the manufacturing process which have
allowed the Company to operate at more efficient levels. During
the fourth quarter of the year, it has been customary that larger
instrument sales increase in relation to total sales resulting in
a lower gross margin as a result of sales mix.
Consolidated gross margins increased during 1994 to 56.1% from
54.0% in 1993. This increase is attributable to cost reductions
made to lower overhead which relate, in part, to the prior years'
restructuring efforts, improved volume for some large
instruments, especially in Life Science and Analytical
Instruments, and overall increased production levels.
During 1995, consolidated selling, general and administrative
expense (SG&A) increased to 37.9% from 37.3% in 1994. The
increased spending represented investment in additional personnel
for the direct sales force and their ancillary support. Support
costs included computer hardware, demonstration equipment,
advertising and sales support personnel. Spending exceeded sales
growth in the Life Science and Clinical Diagnostics segments.
Analytical Instruments succeeded in growing sales faster than
SG&A primarily because of the demand for the Company's products
sold to the semiconductor industry.
1994 was the second consecutive year that the percent of sales
represented by consolidated SG&A decreased. Each segment
contributed to the decline from 39.3% of sales in 1993 to 37.3%
of sales in 1994. Analytical Instruments SG&A spending as a
percentage of sales dropped 5.2%, Life Science and Clinical
26
<PAGE>
Diagnostics spending decreased by 2.3% and 1.1%, respectively.
Controlling the growth of SG&A as a percent of sales remains a
management goal to improve overall profitability.
As part of the Company's continuing commitment to long-term
growth, Bio-Rad increased product research and development
expense (R&D) to 8.7% of sales in 1995 from 8.5% in 1994. In
absolute dollars, spending increased $4.5 million with each
segment participating in the year over year increased investment
in R&D.
R&D decreased both in absolute dollars and as a percentage of
sales in 1994. R&D declined in each business segment with Life
Science reducing spending the most in absolute terms. During
1994, several large projects were either completed or near
completion with the bulk of large outlays previously incurred.
The Life Science segment made a $1.5 million provision for the
cost of closing its New York warehouse and distribution center in
the third quarter of 1995 (see Note 7). After a marketing and
service review, management concluded that the required service
level for customers throughout the United States could be met
from utilizing its West Coast facilities and personnel. The
closing of this facility will eliminate redundant costs and
enable the Company to more efficiently use its remaining
distribution space.
The Company made provisions for the cost of restructuring and
closing various operations throughout the world in the amount of
$3.8 million in 1993 (see Note 7). The results of the
restructuring programs improved gross margins by eliminating
excess capacity and lowered SG&A costs.
Corporate Results -- Non-Operating Items
Net interest expense represents 1.1% of sales in 1995 compared to
1.7% in 1994 and 2.6% in 1993. The decline is attributable to an
overall reduction in the amount of interest bearing debt.
Average borrowings for the years 1995, 1994 and 1993 were $42.4
million, $62.7 million and $95.8 million, respectively. During
1995 interest rate changes had little impact on interest expense
as the Company paid down short-term debt and the $20.0 million
10.9% Subordinated Notes became a larger percentage of total
borrowings. Lower interest expense in 1994, when compared to
1993, reflects the overall reduction in the amount borrowed even
though interest rates rose in general for the year.
Investment income in 1995, 1994 and 1993 includes gains on sales
of marketable securities. Sales in 1993 were principally shares
of Escagenetics. The Escagenetics shares were acquired by Bio-
Rad's subsidiary, International Plant Research Institute (IPRI),
in 1987 for substantially all of IPRI's operating assets.
27
<PAGE>
Net other income and expense for the year ended 1995 is
principally non-operating litigation costs (see Note 8). Net
other income and expense for the year ended 1994 was principally
comprised of non-operating litigation costs (see Note 11),
exchange losses and the redemption premium on subordinated notes
retired in November 1994 (see Note 8). 1993 net other income and
expense was principally exchange losses. Bio-Rad's hedging
program is limited to nonspeculative forward foreign exchange
contracts (with major financial institutions) which hedge the
exposure of intercompany receivables and payables. The exchange
gain in 1995 and the reduction in exchange losses in 1994 when
compared to 1993 reflect the stabilizing of interest rates
worldwide and the timing and estimating inherent in projecting
intercompany balances.
Bio-Rad's consolidated tax provision in 1995 was 25% after
decreasing in 1994 to 35% from 40% in 1993. The lower effective
tax rate for 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. In
1994, changes in the location of taxable income and increased
repatriation of foreign earnings caused the 1994 effective rate
to drop by 5%.
Financial Condition
Historically, the Company's ongoing and principal capital
requirement was for working capital to fund its growth in
operations. In 1995 and 1994 improved profitability, reduced
growth relative to historical levels and an emphasis on working
capital control mitigated this requirement. As the growth in
operations returns to historical levels, the principal capital
requirement will once again be for working capital.
At December 31, 1995, the Company had available $14.8 million in
cash and cash equivalents, $36.3 million under its international
lines of credit, $60.0 million under its principal revolving
credit agreement (see Note 4) and marketable securities with a
market value of $5.9 million, most of which could be readily
converted into cash (see Note 3).
Net cash provided by operations was $38.2 million. This met all
1995 requirements for investing and reduced borrowings by $14.2
million. In 1994 the Company provided $48.3 million in cash from
operations. Both 1995 and 1994 have benefited from the 1993 cost
reduction program which lowered headcount, focused on reducing
inventory and eliminated or postponed certain discretionary
spending. The total amount of interest bearing debt has been
reduced during the past two years by $43.4 million resulting in
the Company's lowest ratio of interest bearing debt to equity.
28
<PAGE>
For the year ended December 1995, consolidated net inventories
rose approximately 2.8%. Approximately $1.0 million of the
increase relates to operating activities; the remainder is
attributable to the weakened U.S. dollar and acquisitions.
Management regularly plans for and reviews the impact of
obsolescence in current inventory caused by the introduction of
new products. Management continues to focus on inventory control
to moderate capital requirements.
Consolidated net accounts receivable increased 12.7% in 1995 when
compared to 1994. The fourth quarter rise in sales year over
year was 11.6% and is the major source of the year-end increase.
Additionally, some large equipment customers, particularly in
Analytical Instruments, have used the current robust business
climate to increase payment periods. Bio-Rad's management
regularly reviews the allowance for uncollectible receivables and
believes net receivables are fully realizable.
A valuation reserve is necessary for deferred tax assets (see
Note 5) primarily because realization of tax attribute
carryforwards is uncertain.
Net capital expenditures in 1995 totaled $12.3 million compared
to $9.8 million and $14.5 million in 1994 and 1993, respectively.
Constraint in the addition of machinery and equipment and
leasehold improvements has been another component of management's
cost reduction program contributing to lowering capital
requirements. Expenditures in all years include clinical
diagnostic equipment placed with customers to be used with the
Company's diagnostic reagents. Although management regularly
approves capital spending in the normal course of business, there
are no material outstanding commitments for capital expenditures
at this time.
Bio-Rad's liquidity continued to improve during 1995. Available
funds and cash flow from operations are adequate to meet the
Company's objectives for operations, research and development,
and modest external growth. The Company believes that it is well
positioned to make a substantial strategic acquisition should the
opportunity arise. While the Company regularly reviews such
opportunities, currently no material acquisitions are under
review.
New Financial Accounting Standards
In March 1995, the Financial Accounting Standards Board (FASB)
issued SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of", effective
for fiscal years beginning after December 15, 1995. Under SFAS
No. 121, long-lived assets and certain identifiable intangibles
are required to be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
29
<PAGE>
asset may not be recoverable. Management anticipates that this
statement will not have a material effect on the Company's
financial statements in the near-term.
In October 1995, FASB issued SFAS No. 123, "Accounting for Stock-
Based Compensation", effective for fiscal years beginning
December 15, 1995. Under the provisions of SFAS No. 123, the
Company will be required to include pro forma disclosures of net
income and earnings per share as if the fair value based method
of accounting defined in SFAS No. 123 had been applied to the
Company's Stock Option and Employee Stock Purchase Plans. The
Company will meet the requirements of this statement, although it
has not yet gathered the required information.
30
<PAGE>
EXHIBIT 21.1 - LISTING OF SUBSIDIARIES
SUBSIDIARY JURISDICTION OF ORGANIZATION
---------- ----------------------------
Bio-Rad Laboratories Pty. Limited Australia
Bio-Rad Laboratories Ges.m.b.H. Austria
Bio-Rad International, Inc. (FSC) Barbados
Bio-Rad Laboratories S.A.-N.V. Belgium
RSL N.V. Belgium
Bio-Rad Leasing, Inc. California, USA
Barspec Systems Inc. California, USA
Bio-Rad Pacific Limited California, USA
International Plant Research Institute California, USA
Bio-Metrics Properties Limited California, USA
Bio-Rad Laboratories (Canada) Ltd. Canada
Bio-Rad Micromeasurements (Canada) Inc. Canada
828584 Ontario Limited Canada
Beijing Bio-Rad Analytical
Biochemistry Instrument Co., Ltd. China
Bio-Rad Export, Inc. (DISC) Delaware, USA
Bio-Metrics Limited Delaware, USA
Bio-Rad Scan Beam S/A Denmark
Bio-Rad Limited England
Bio-Rad Laboratories Limited England
Bio-Rad Lasersharp Limited England
Bio-Rad Microscience Limited England
Emscope Engineering Limited England
Sadtler Research Laboratories Ltd. England
Bio-Metrics (U.K.) Limited England
Micromeasurements Limited England
Bio-Rad Micromeasurements Limited England
Bio-Rad S.A. France
Bio-Rad Laboratories GmbH Germany
Bio-Rad China Limited Hong Kong
Bio-Rad Laboratories S.r.l. Italy
Nippon Bio-Rad Laboratories K.K. Japan
Bio-Rad Micromeasurements Inc. Massachusetts, USA
Bio-Rad Laboratories B.V. The Netherlands
Polaron Instruments, Inc. Pennsylvania, USA
Bio-Rad Laboratories (Singapore) Limited Singapore
Bio-Rad Laboratories S.A. Spain
Bio-Rad Laboratories AB Sweden
Bio-Rad Laboratories AG Switzerland
<PAGE>
EXHIBIT 23.1 - CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our reports included or incorporated by
reference in this Form 10-K, into the Company's previously filed
Registration Statements on Form S-8 (File Nos. 33-53335 and 33-
53337).
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Francisco, California,
March 21, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted
from Bio-Rad Laboratories, Inc. Form 10-K for the year ended
December 31, 1995 and is qualified in its entirety by reference
to such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 14,774
<SECURITIES> 0
<RECEIVABLES> 95,155
<ALLOWANCES> 3,094
<INVENTORY> 75,357
<CURRENT-ASSETS> 201,592
<PP&E> 159,329
<DEPRECIATION> 86,363
<TOTAL-ASSETS> 285,098
<CURRENT-LIABILITIES> 89,817
<BONDS> 20,922
<COMMON> 8,160
0
0
<OTHER-SE> 148,899
<TOTAL-LIABILITY-AND-EQUITY> 285,098
<SALES> 396,618
<TOTAL-REVENUES> 396,618
<CGS> 171,942
<TOTAL-COSTS> 171,942
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,465
<INCOME-PRETAX> 33,542
<INCOME-TAX> 8,386
<INCOME-CONTINUING> 25,156
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25,156
<EPS-PRIMARY> 3.09
<EPS-DILUTED> 0
</TABLE>
