<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, 1996.
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 October 31, 1996
<S> <C>
Class A Common Stock,
Par Value $1.00 per share 9,728,798
Class B Common Stock,
Par Value $1.00 per share 2,590,003
</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,
<S> <C> <C> <C> <C>
1996 1995 1996 1995
NET SALES . . . . . . . . . . . . . . . . . . $ 96,559 $ 92,905 $304,812 $288,684
Cost of goods sold . . . . . . . . . . . . . 40,712 39,968 129,256 123,188
GROSS PROFIT . . . . . . . . . . . . . . . . 55,847 52,937 175,556 165,496
Selling, general and administrative expense . 37,287 36,268 113,780 110,142
Product research and development expense . . 9,745 8,520 28,957 25,409
Restructuring costs . . . . . . . . . . . . . -- 1,500 -- 1,500
INCOME FROM OPERATIONS . . . . . . . . . . . 8,815 6,649 32,819 28,445
Interest expense . . . . . . . . . . . . . . (779) (1,080) (2,362) (3,512)
Investment income, net. . . . . . . . . . . . 481 509 1,781 995
Other, net . . . . . . . . . . . . . . . . . 415 (158) (677) (587)
INCOME BEFORE TAXES . . . . . . . . . . . . . 8,932 5,920 31,561 25,341
Provision for income taxes . . . . . . . . . 2,233 1,480 7,890 6,335
NET INCOME . . . . . . . . . . . . . . . . . $ 6,699 $ 4,440 $ 23,671 $ 19,006
======== ======== ======== ========
Earnings per share . . . . . . . . . . . . . $0.55 $0.36 $1.93 $1.56
======== ======== ======== ========
Weighted average common shares . . . . . . . 12,289 12,219 12,276 12,195
======== ======== ======== ========
</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,
1996 1995
<S> <C> <C>
ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . $ 25,305 $ 14,774
Accounts receivable . . . . . . . . . . . . . . . . . 88,221 92,061
Inventories . . . . . . . . . . . . . . . . . . . . . 74,097 75,357
Prepaid expenses, taxes and other current assets. . . 19,568 19,400
Total current assets . . . . . . . . . . . . . . . 207,191 201,592
Net property, plant and equipment . . . . . . . . . . 71,771 72,966
Marketable securities . . . . . . . . . . . . . . . . 6,565 5,902
Other assets . . . . . . . . . . . . . . . . . . . . 5,236 4,638
Total assets . . . . . . . . . . . . . . . . . . $ 290,763 $ 285,098
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Notes payable and current maturities of long-term debt $ 11,806 $ 14,269
Accounts payable . . . . . . . . . . . . . . . . . . 16,784 19,946
Accrued payroll and employee benefits . . . . . . . . 22,220 23,908
Sales, income and other taxes payable . . . . . . . . 3,600 7,082
Other current liabilities . . . . . . . . . . . . . . 20,689 24,612
Total current liabilities . . . . . . . . . . . . 75,099 89,817
Long-term debt, net of current maturities . . . . . . 16,916 20,922
Deferred tax liabilities . . . . . . . . . . . . . . 17,741 17,300
Total liabilities . . . . . . . . . . . . . . . . 109,756 128,039
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 - 9,710,486 at September 30, 1996
and 9,593,283 at December 31, 1995 . . . . . . . . 9,710 9,593
Class B common stock, $1.00 par value, 6,000,000 shares
authorized; outstanding - 2,607,003 at September 30, 1996
and 2,646,063 at December 31, 1995. . . . . . . . . 2,607 2,646
Additional paid-in capital . . . . . . . . . . . . 16,954 15,887
Treasury stock, 23,000 shares of Class A common stock
in 1996 at cost . . . . . . . . . . . . . . . . . . (652) --
Retained earnings . . . . . . . . . . . . . . . . . . 148,528 124,857
Currency translation . . . . . . . . . . . . . . . . 2,751 3,527
Net unrealized holding gain on marketable securities. 1,109 549
Total stockholders' equity . . . . . . . . . . . . 181,007 157,059
Total liabilities and stockholders' equity . . $ 290,763 $ 285,098
========= =========
</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,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers . . . . . . . . . . . . $306,034 $286,917
Cash paid to suppliers and employees . . . . . . . . (266,093) (255,789)
Interest paid. . . . . . . . . . . . . . . . . . . . (2,998) (3,778)
Income tax payments . . . . . . . . . . . . . . . . (12,824) (4,366)
Miscellaneous receipts . . . . . . . . . . . . . . . 551 360
Net cash provided by operating activities. . . . . . 24,670 23,344
Cash flows from investing activities:
Capital expenditures, net. . . . . . . . . . . . . . (10,317) (9,017)
Payments for acquisitions . . . . . . . . . . . . . -- (819)
Marketable securities investment activity, net . . . 736 9
Foreign currency hedges, net . . . . . . . . . . . . 1,075 (616)
Net cash used in investing activities. . . . . . . . (8,506) (10,443)
Cash flows from financing activities:
Net borrowings under line-of-credit arrangements. . (6,116) (8,227)
Additions to long-term debt . . . . . . . . . . . . -- 53,800
Payments on long-term debt. . . . . . . . . . . . . (657) (55,034)
Proceeds from issuance of common stock. . . . . . . 1,145 844
Purchase of treasury stock. . . . . . . . . . . . . (652) --
Net cash used in financing activities . . . . . . . (6,280) (8,617)
Effect of exchange rate changes on cash . . . . . . . . . 647 (471)
Net increase in cash and cash equivalents . . . . . . . . 10,531 3,813
Cash and cash equivalents at beginning of period. . . . . 14,774 3,751
Cash and cash equivalents at end of period. . . . . . . . $ 25,305 $ 7,564
======== ========
Reconciliation of net income to net cash provided
by operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . $ 23,671 $ 19,006
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization. . . . . . . . . . . 12,201 12,296
Gains on disposition of marketable securities. . . (843) (858)
Foreign currency hedges, net . . . . . . . . . . . (1,503) 948
(Increase) decrease in accounts receivable . . . . 2,809 (2,592)
(Increase) decrease in inventories . . . . . . . . 447 (8,952)
(Increase) decrease in other current assets . . . 450 (196)
Increase (decrease) in accounts payable and other
current liabilities. . . . . . . . . . . . . . . (6,731) 1,654
Increase (decrease) in income taxes payable . . . (4,404) 1,586
Other. . . . . . . . . . . . . . . . . . . . . . . (1,427) 452
Net cash provided by operating activities . . . . . . . . $ 24,670 $ 23,344
======== ========
</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, 1995 (the Company's
1995 Annual Report). Certain amounts in the financial statements
of the prior year have been reclassified to be consistent with
the 1996 presentation.
2. INVENTORIES
<TABLE>
The principal components of inventories are as follows:
<CAPTION>
September 30, December 31,
1996 1995
(in thousands)
<S> <C> <C>
Raw materials $ 27,512 $ 26,467
Work in process 19,716 17,189
Finished goods 26,869 31,701
$ 74,097 $ 75,357
======== ========
</TABLE>
3. PROPERTY, PLANT AND EQUIPMENT
<TABLE>
The principal components of property, plant and equipment are as
follows:
<CAPTION>
September 30, December 31,
1996 1995
(in thousands)
<S> <C> <C>
Land and improvements $ 8,057 $ 8,057
Buildings and leasehold
improvements 51,997 51,786
Equipment 107,197 99,486
167,251 159,329
Less accumulated depreciation 95,480 86,363
Net property, plant and equipment $ 71,771 $ 72,966
======== ========
</TABLE>
4
<PAGE>
4. STOCK SPLIT
Retroactive adjustments for all periods presented have been
made, as appropriate, to common stock and per share amounts
to reflect the 3-for-2 stock split effected in the form of a
50% stock dividend paid May 31, 1996.
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,
1995.
<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,
1996 1995 1996 1995 1995
<S> <C> <C> <C> <C> <C>
Net sales 100.0 100.0 100.0 100.0 100.0
Cost of goods sold 42.2 43.0 42.4 42.7 43.4
Gross profit 57.8 57.0 57.6 57.3 56.6
Selling, general and
administrative 38.6 39.0 37.3 38.1 37.9
Product research and
development 10.1 9.2 9.5 8.8 8.7
Restructuring costs - 1.6 - 0.5 0.4
Income from operations 9.1 7.2 10.8 9.9 9.6
===== ===== ===== ===== =====
</TABLE>
Three Months Ended September 30, 1996 Compared to
Three Months Ended September 30, 1995
Corporate Results - Sales, Margins and Expenses
Bio-Rad's net sales (sales) in the third quarter of 1996
increased 4% to $96.6 million from $92.9 million reported in the
third quarter of 1995. The effects of a strengthened U.S.
dollar, principally versus the Japanese yen, reduced the increase
in consolidated sales compared to sales based on 1995 exchange
rates by approximately $2.4 million or 3%. Compared to the third
quarter of 1995, sales increased 6% in Clinical Diagnostics, 3%
in Life Science and 2% in Analytical Instruments. Excluding the
effects of the strengthened U.S. dollar, sales increased 7% in
Clinical Diagnostics, 7% in Life Science and 6% in Analytical
Instruments. During the third quarter of 1996, the increased
Clinical Diagnostics sales were principally in the diabetes
monitoring product line aided by the prior year increased
investment in sales personnel and support. Sales increases in
the Life Science segment are attributed to Bio-Rad's molecular
biology and microscopy products. In the Analytical Instruments
segment sales of spectroscopy equipment continued to increase at
double digit rates, a trend started in the fourth quarter of
1995.
6
<PAGE>
Consolidated gross margin increased to 57.8% for the third
quarter of 1996 from 57.0% for the third quarter of 1995. The
0.8% increase is attributed to a greater proportion of total
sales from the Clinical Diagnostics segment where margins are
generally higher than the other segments of the Company's
business.
Selling, general and administrative expense (SG&A) decreased to
38.6% of Sales in the third quarter of 1996 from 39.0% of Sales
in the third quarter of 1995. Control over expenses in Clinical
Diagnostics and Life Science allowed Bio-Rad to succeed in
growing SG&A slower than sales for the third consecutive quarter.
Management continues to monitor SG&A spending in an effort to
improve overall profitability.
Product research and development expense (R&D) increased from the
third quarter of 1995, both in absolute dollars and as a percent
of sales. R&D spending increased in Life Science and Analytical
Instruments but was down slightly in Clinical Diagnostics.
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. The elimination of the redundant
costs associated with operating two warehouses and sales order
offices has contributed to the limited growth of SG&A in this
segment and allowed for some expenses to be redirected to provide
greater customer coverage and direct contact.
Corporate Results - Non-Operating Items
Interest expense was $301,000, or 28% less in the third quarter
of 1996 than the comparable period of 1995 principally as a
result of lower average borrowings. Average borrowings in the
third quarter of 1996 were 33% less than average borrowings in
the same period of 1995.
Net other income and expenses in the third quarter of 1996 is
primarily exchange gains. Bio-Rad's hedging program is limited
to nonspeculative forward foreign exchange contracts (with major
financial institutions) which primarily hedge the exposure of
intercompany receivables and payables. No significant items were
included in other income and expense for the third quarter of
1995.
The Company's effective tax rate for both the third quarter of
1996 and 1995 was 25%. The tax rate reflects the utilization
of loss carryforwards, foreign sales corporation benefits,
foreign tax credits and research and development tax credits.
7
<PAGE>
Nine Months Ended September 30, 1996 Compared to
Nine Months ended September 30, 1995
Corporate Results - Sales, Margins and Expenses
Bio-Rad's sales in the nine months ended September 30, 1996, at
$304.8 million, were 6% greater than sales in the comparable
period of 1995. On a year-to-date basis, the effects of a
strengthened U.S. dollar decreased consolidated sales compared to
sales based on 1995 exchange rates by approximately $6.4 million.
Sales increased in all segments of the Company's business.
Excluding the effects of the strengthened U.S. dollar, sales
increased 15% in Analytical Instruments, 7% in Clinical
Diagnostics and 5% in Life Science. The growth in Analytical
Instruments is attributed to growth in sales of spectroscopy
equipment. Clinical Diagnostics is experiencing worldwide growth
led by increases in U.S. sales.
Consolidated gross margins were 57.6% for the nine months ended
September 30, 1996 up from 57.3% for the nine months ended
September 30, 1995. Improved gross margins in the Analytical
Instruments segment are the result of sales increases. Gross
margins in Clinical Diagnostics were relatively unchanged year-
over-year. In Life Science year-to-date gross margins are down
less than 1% when compared to the same period of 1995; this is
attributed primarily to unabsorbed factory overhead.
SG&A decreased to 37.3% of Sales in the first nine months of 1996
from 38.1% in the first nine months of 1995. While spending
increased in absolute dollars in all segments, the Life Science
and Clinical Diagnostics segments succeeded in growing sales
faster than SG&A for the first nine months of 1996. Management
continues to monitor SG&A spending in an effort to improve
overall profitability.
R&D increased from the first nine months of 1995, both in
absolute dollars and as a percent of sales. As planned, R&D was
expanded and spending increased in all segments as part of Bio-
Rad's continuing commitment to long-term growth. Spending
increases were most significant in the Analytical Instruments and
Life Science segments.
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. The elimination of the redundant
costs associated with operating two warehouses and sales order
offices has contributed to the limited growth of SG&A in this
segment and allowed for some expenses to be redirected to provide
greater customer coverage and direct contact.
8
<PAGE>
Corporate Results - Non-Operating Items
Interest expense was $1.2 million, or 33% less in the first nine
months of 1996 than the comparable period of 1995 principally as
a result of lower average borrowings. Average borrowings in the
first nine months of 1996 were 34% less than average borrowings
in the same period of 1995.
Investment income in the first nine months of both 1996 and 1995
includes gains on sales of marketable equity securities. 1996
also includes interest income of $578,000. Net other income and
expense in the first nine months of both 1996 and 1995 is
primarily non-operating legal costs.
The Company's effective tax rate for the first nine months of
1996 and all of 1995 was 25%. The tax rate reflects the
utilization of loss carryforwards, foreign sales corporation
benefits, foreign tax credits and research and development tax
credits. These benefits are not expected to continue at the same
level in 1997.
Financial Condition
Net cash provided by operations was $25 million for the year-to-
date September 30, 1996 compared to $23 million for the
comparable period of 1995. For the first nine months of 1996,
cash provided by operations and limited capital expenditures
allowed Bio-Rad to further reduce interest bearing debt and
continue to improve its debt to equity ratio.
At September 30, 1996, the Company had available $25 million in
cash and cash equivalents, $60 million under its principal
revolving credit agreement and marketable securities with a
market value of $7 million, most of which could be readily
converted to cash. During the first nine months of 1996, Bio-Rad
did not utilize its principal revolving credit facility. The
majority of cash reserves has been invested in short-term
instruments in accordance with the Company's investment policy.
Available funds and cash flow from operations are adequate to
meet the Company's objectives for operations, research and
development and modest external growth. In early July 1996, the
Board of Directors authorized the Company to repurchase up to $4
million of common stock over an indefinite period of time.
During the third quarter the Company repurchased 23,000 shares of
Class A Common Stock for $652,000. These shares will be used to
satisfy the Company's obligations under the employee stock option
and stock purchase plans.
In the fourth quarter of 1996, Bio-Rad has acquired a small
software company to compliment its spectral reference libraries
9
<PAGE>
product line. The acquisition will be accounted for as a
purchase. Bio-Rad is well positioned to make a substantial
strategic acquisition should the opportunity arise. While the
Company regularly reviews such opportunities, currently no
material acquisitions have reached a stage beyond preliminary or
exploratory discussions.
At September 30, 1996, consolidated accounts receivable were $3.8
million lower than at December 31, 1995. The decline in
receivables results principally from lower sales in the third
quarter of 1996 when compared to the fourth quarter of 1995.
At September 30, 1996 consolidated net inventories decreased by
$1.3 million from December 31, 1995. The decline in inventory is
the result of management's continuous attention to lowering
inventory levels as a means to control capital requirements and
improve the return on assets employed. Management regularly
reviews the impact of obsolescence in current inventory caused by
the introduction of new products.
PART II. OTHER INFORMATION
Item 1. 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. The
parties have reached a settlement with respect to this action.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following documents are filed as part of this report:
Exhibit No.
10.9.3 Amendment dated as of July 10, 1996 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, 1996.
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 8, 1996 /s/ Sanford S. Wadler
Sanford S. Wadler, Vice President,
General Counsel
Date: November 8, 1996 /s/ James R. Stark
James R. Stark,
Corporate Controller
11
EXHIBIT 10.9.3
July 10, 1996
Bio-Rad Laboratories, Inc.
1000 Alfred Nobel Drive
Hercules, California 94547
Attn: Mr. Thomas C. Chesterman
Re: Amendment No. 3 to Credit Agreement (this "Amendment")
Gentlemen/Ladies:
We make reference to that certain Credit 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" set forth in
Article I is amended by deleting "March 1, 1998" and
inserting "April 30, 1999" in lieu thereof.
2. Section 2.5 is amended by deleting the commitment fee table
set forth therein and inserting the following therefor:
Commitment Fee
Fixed Charge Coverage Ratio Commitment Fee
Less than or equal to 2.0 to 1.0 0.30%
Greater than 2.0 to 1.0 but less
than or equal to 2.5 to 1.0 0.25%
Greater than 2.5 to 1.0 but less
than or equal to 3.0 to 1.0 0.20%
Greater than 3.0 to 1.0 0.15%
<PAGE>
3. Section 2.10 is amended by deleting the Applicable Margin
table set forth therein and inserting the following
therefor:
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- 1.000% 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- 0.550% 0.675%
Greater than 3.0 to 1.0 -0- 0.450% 0.575%
4. Section 6.1 (iii) is amended by deleting "signed by its
chief financial officer" and inserting "signed by its chief
financial officer or treasurer" in lieu thereof.
5. Section 6.2 is amended by deleting the second sentence
thereof and inserting the following in lieu thereof:
"The Borrower will not, nor will it permit any Subsidiary
to, use any of the proceeds of the Advances to purchase or
carry any "margin stock" (as defined in Regulation U) or to
make any Acquisition, other than non-hostile Acquisitions
of Persons engaged in the same line of business as the
Borrower or any Subsidiary."
6. Section 6.15 is deleted in its entirety and the following
is inserted in lieu thereof:
"6.15. [Intentionally Omitted.]"
Except for the amendments herein contained, the terms,
conditions and covenants of the Agreement remain in full force and
effect and are hereby ratified and confirmed.
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 shall become effective as of the date first
above written upon the Agent's receipt of the following:
(i) counterparts of this Amendment duly executed by the
Borrower and each of the Lenders;
(ii) a copy, certified by the Secretary or an Assistant
Secretary of the Borrower, of the Borrower's Board of
Director's resolutions authorizing the execution of this
Amendment; and
(iii) an incumbency certificate, executed by the Secretary or
an Assistant Secretary of the Borrower, which shall
identify by name and title and bear the signature of the
officers of the Borrower authorized to sign this
Amendment and to make borrowings thereunder, upon which
certificate the Agent and the Lenders shall be entitled
to rely until informed of any change in writing by the
Borrower.
This Amendment 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 Amendment by signing any
such counterpart.
BIO-RAD LABORATORIES, INC.
By: /s/ Thomas L. Braje
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /s/ L. Gene Beube
Title: Senior Vice President
THE BANK OF CALIFORNIA, N.A.
By: /s/ Wanda Headrick
Title: Vice President
SOCIETE GENERALE
By: /s/ J. Blaine Shaum
Title: Regional Manager
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,
1996 1995 1996 1995
Computation for Consolidated Statements of Income:
<S> <C> <C> <C> <C>
Net income $ 6,699 $ 4,440 $23,671 $19,006
======= ======= ======= =======
Weighted average common shares 12,289 12,219 12,276 12,195
======= ======= ======= =======
Earnings per share $0.55 $0.36 $1.93 $1.56
======= ======= ======= =======
Additional Primary Computation (1):
Weighted average common shares per above 12,289 12,219 12,276 12,195
Add-Dilutive effect of outstanding options
(as determined by the application of
the treasury stock method) 219 236 217 230
Weighted average common shares, as adjusted 12,508 12,455 12,493 12,425
======= ======= ====== =======
Primary earnings per share $0.54 $0.36 $1.89 $1.53
======= ======= ====== =======
Fully Diluted Computation (1):
Weighted average common shares per above 12,289 12,219 12,276 12,195
Add-Dilutive effect of outstanding options
(as determined by the application of
the treasury stock method) 254 237 252 243
Weighted average common shares, as adjusted 12,543 12,456 12,528 12,438
======= ======= ======= =======
Fully diluted earnings per share $0.53 $0.36 $1.89 $1.53
======= ======= ======= =======
</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, 1996 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-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 25,305
<SECURITIES> 0
<RECEIVABLES> 88,221
<ALLOWANCES> 0
<INVENTORY> 74,097
<CURRENT-ASSETS> 207,191
<PP&E> 167,251
<DEPRECIATION> 95,480
<TOTAL-ASSETS> 290,763
<CURRENT-LIABILITIES> 75,099
<BONDS> 16,916
<COMMON> 12,317
0
0
<OTHER-SE> 168,690
<TOTAL-LIABILITY-AND-EQUITY> 290,763
<SALES> 304,812
<TOTAL-REVENUES> 304,812
<CGS> 129,256
<TOTAL-COSTS> 129,256
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,362
<INCOME-PRETAX> 31,561
<INCOME-TAX> 7,890
<INCOME-CONTINUING> 23,671
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,671
<EPS-PRIMARY> 1.93
<EPS-DILUTED> 0
</TABLE>
