SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1997
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 333-13523
DADE INTERNATIONAL INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 36-3949533
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1717 Deerfield Road
Deerfield, Illinois 60015-0778
(Address of Principal Executive Office) (Zip Code)
847-267-5300
(Registrant's Telephone Number, Including Area Code)
Indicate by check x 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 proceeding 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 _________
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Part I. Financial Information
Item 1. Financial Statement
Dade International Inc.
Consolidated Balance Sheet
December 31,
September 30,
(Dollars in millions, except share-related data) 1996 1997
(Unaudited)
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Assets
Current assets:
Cash and cash equivalents $ 3.7 $ 6.5
Accounts receivable, net 183.8 173.7
Inventories 155.0 165.5
Prepaid expenses and other current assets 9.6 8.4
Deferred income taxes 45.5 45.7
Total current assets 397.6 399.8
Property, plant and equipment, net 187.0 177.4
Debt issuance costs, net 42.4 38.5
Goodwill, net 135.3 137.1
Patents and trademarks, net 30.0 27.6
Deferred income taxes 171.9 167.2
Prepaid pension asset 26.0 26.1
Other assets 18.6 25.5
Total Assets $1,008.8 $ 999.2
Liabilities and Stockholder's Deficit
Current liabilities:
Current portion of long-term debt $ 3.4 $ 4.1
Short-term debt 15.8 18.8
Accounts payable 60.2 47.5
Accrued liabilities 146.5 129.3
Total current liabilities 225.9 199.7
Revolving credit facility - -
Long-term debt, less current portion 436.6 453.0
Senior subordinated notes 350.0 350.0
Other liabilities 21.3 24.5
Total Liabilities 1,033.8 1,027.2
Commitments and contingencies - -
Common stock, $.01 par value, 1,000 shares
authorized, issued and outstanding - -
Additional paid-in capital 87.2 87.3
Accumulated deficit (110.3) (102.4)
Unrealized gain on marketable equity securities 0.1 0.1
Cumulative translation adjustment (2.0) (13.0)
Total Stockholder's Deficit (25.0) (28.0)
Total Liabilities and Stockholder's Deficit $1,008.8 $ 999.2
See accompanying notes to consolidated financial statements.
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<TABLE>
Dade International Inc.
Consolidated Statements of Operations
Three Months Ended Nine Months Ended
September 30, September 30,
(Dollars in millions) 1996 1997 1996 1997
(Unaudited) (Unaudited)
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Net Sales $ 214.3 $204.1 $ 568.1 $612.2
Operating Costs and Expenses:
Cost of goods sold 108.9 105.8 317.3 307.4
Marketing and administrative expenses 67.1 64.5 180.2 197.9
Research and development expenses 12.4 11.1 126.6 34.7
Restructuring and other related items 1.3 - 12.7 -
Goodwill amortization expense 1.5 1.4 2.3 4.1
Income (loss) from operations 23.1 21.3 (71.0) 68.1
Other Income (Expense)
Interest expense, net (21.6) (22.8) (44.5) (66.0)
Other 0.5 10.4 1.9 10.3
Income (loss) before income taxes 2.0 8.9 (113.6) 12.4
Income tax expense (benefit) 0.8 3.3 (42.0) 4.6
Income (loss) before extraordinary items 1.2 5.6 (71.6) 7.8
Extraordinary items (net of tax
benefit of $14.7):
Write-off of deferred financing fees - - (11.4) -
Premium on purchase of 13% senior
subordinated notes - - (13.6) -
Net income (loss) $ 1.2 $ 5.6 $ (96.6) $ 7.8
See accompanying notes to consolidated financial statements.
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<TABLE>
Dade International Inc.
Consolidated Statements of Cash Flows
Nine Months Ended
September 30,
(Dollars in Millions) 1996 1997
(Unaudited)
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Operating Activities:
Net income (loss) $ (96.6) $ 7.8
Adjustments to reconcile net income (loss) to net cash
provided (utilized) by operating activities:
Write-off of in-process research and development 98.1 -
Depreciation and amortization expense 27.1 44.8
Restructuring and other related costs 12.7 -
Write-off of deferred financing costs 18.1 -
Write-off of inventory step-up 25.5 -
Deferred income taxes (55.8) 4.6
Net gain on sale of fixed asset - (0.7)
Changes in balance sheet items:
Accounts receivable, net 8.4 4.5
Prepaid expenses (5.9) (0.4)
Inventories (12.2) (17.6)
Accounts payable (5.6) (11.3)
Accrued liabilities 1.6 (18.4)
Other 3.7 1.2
Net cash flow provided by operating activities 19.1 14.5
Investing Activities:
Acquisitions, net of acquired cash (530.6) (1.3)
Capital expenditures (38.3) (32.6)
Proceeds from Baxter International Inc. for
purchase price adjustment 9.7 -
Proceeds from sale of fixed assets - 0.7
Net cash flow utilized by investing activities (559.2) (33.2)
Financing Activities:
Proceeds from sale of "Net assets held for sale" 9.9 -
Proceeds from short-term debt, net of repayments 8.7 4.6
Proceeds from revolving credit facility, net of
repayments 21.0 -
Deferred financing fees (45.7) (0.5)
Proceeds from subordinated notes, net of repayment 230.0 -
Proceeds from borrowings under bank credit agreement,
net of repayments 296.5 17.7
Contribution from stockholder 0.3 -
Net cash flow provided by financing activities 520.7 21.8
Effect of foreign exchange rates on cash 0.1 (0.3)
Net increase (decrease) in cash and cash equivalents (19.3) 2.8
Cash and Cash Equivalents:
Beginning of Period 27.9 3.7
End of Period $ 8.6 $ 6.5
See accompanying notes to consolidated financial statements.
</TABLE>
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DADE INTERNATIONAL INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions)
Note 1. Organization, Business and Interim Financial Information
Dade International Inc. (the "Company"), was incorporated in Delaware
in 1994 to effect the acquisition (the "Dade Acquisition") of the in
vitro diagnostics products manufacturing and services businesses of Baxter
Diagnostics Inc., a wholly-owned subsidiary of Baxter International Inc.
("Baxter"). The Company develops, manufactures and markets diagnostic
equipment, reagents, consumable supplies and services worldwide.
The Company is a wholly-owned subsidiary of Dade Behring Holdings, Inc.
("Holdings", formerly Diagnostics Holding, Inc.). Bain Capital, Inc.
and GS Capital Partners, L.P., an affiliate of the Goldman Sachs Group,
L.P., their respective related investors and the management of the
Company own substantially all of the voting capital stock of Holdings.
The Company acquired, effective May 1, 1996, the world-wide in vitro
diagnostics business ("Chemistry" or "Chemistry Acquisition") of E.I.
du Pont de Nemours and Company ("DuPont"). The Chemistry Acquisition
was accounted for as a purchase from its effective date and as a result,
the unaudited consolidated statement of operations and cash flows for
the nine months ended September 30, 1997 are not comparable to those for
the same period in the prior year.
The unaudited interim financial statements of the Company have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote
disclosures have been condensed or omitted. These unaudited interim
consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
In the opinion of management, the unaudited interim consolidated
financial statements reflect all adjustments (which include only normal
and recurring adjustments) necessary for a fair presentation of the
interim periods. The results of operations for the interim periods are
not necessarily indicative of the results of operations expected for the
full year.
Certain prior period balances have been reclassified to conform with the
current presentation.
Note 2. Change in International Reporting Period
Prior to 1996, the Company's operations outside the United States and
Puerto Rico (collectively "International Operations") were consolidated
on a one-month delay (e.g., international December 1995 results were
reported as January 1996 results) in the consolidated financial statements
of the Company. Effective with 1996 reporting, this one month lag
for International Operations was eliminated. As a consequence, operating
results for the nine-month period ended September 30, 1996 include ten
months of International Operations. The Company has designated the
month of December 1995 as the "lag month" for purposes of comparability
to future periods. International Operations during the lag month produced
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net sales of approximately $12.3 million and net income of approximately
$1.3 million, thus increasing consolidated net sales and consolidated net
income by these respective amounts for the nine months ended September 30,
1996.
Note 3. Inventories
Inventories of the Company consist of the following (in millions):
December 31, September 30,
1996 1997
(unaudited)
Raw materials $ 33.1 $ 32.0
Work-in-process 39.9 34.2
Finished products 82.0 99.3
Total inventories $155.0 $165.5
Note 4. Bank Credit Agreement
The Company renegotiated the terms of the Bank Credit Agreement during
the second quarter of 1997. The amended credit agreement provides for a
reduction in interest rates and a reallocation of principal among the
various loans.
Note 5. Claim Settlement
During September 1997, the Company received net proceeds of $9.5 million
in connection with the settlement of a commercial dispute with a
supplier. The $9.5 million pre-tax gain is included in other income for
the nine months and three months ended September 30, 1997.
Note 6. Subsequent Event - Behring Diagnostics Acquisition
Effective October 1, 1997, Holdings acquired from Hoechst AG and certain
of its affiliates ("Hoechst"), beneficial interests in the stock of Hoechst''
the various Behring subsidiaries of Hoechst that constituted the
worldwide in vitro diagnostics business of Hoechst, in exchange for
stock in Holdings. The stock received by Hoechst from Holdings
represented a 32.5% interest in Holdings. Beneficial interests in the
stock of the subsidiaries were contributed to the Company.
In connection with the acquisition, the Company amended certain
provisions of its existing bank credit agreement to permit consummation
of the transaction; however, no changes were made to the amounts,
maturities or borrowing rates of the existing outstanding indebtedness.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company's 1996 Annual Report on Form 10-K contains management's
discussion and analysis of the Company's financial condition and results
of operations as of and for the year ended December 31, 1996. The
following management's discussion and analysis focuses on material
changes since that time and should be read in conjunction with the 1996
Annual Report on Form 10-K. Relevant trends that are reasonably likely
to be of a material nature are discussed to the extent known.
Certain statements included in this document are forward-looking, such
as statements relating to estimates of operating and capital expenditure
requirements, future revenue and operating income, and cash flow and
liquidity. Such forward-looking statements are based on the Company's
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current expectations and are subject to a number of risks and
uncertainties that could cause actual results in the future to differ
significantly from results expressed or implied in any forward-looking
statements made by, or on behalf of, the Company. These risks and
uncertainties include, but are not limited to, uncertainties relating to
economic and business conditions, governmental and regulatory policies,
and the competitive environment in which the Company operates. These
and other risks are discussed in some detail below as well as in other
documents filed by the Company with the Securities and Exchange
Commission.
Comparability
The comparability of the Company's unaudited statements of operations
and cash flows for the nine months ended September 30, 1997 presented
has been significantly impacted by the Chemistry Acquisition which was
effective May 1, 1996.
Results of Operations
Net Sales
Net sales for the three months ended September 30, 1997 totaled $204.1
million, a decrease of $10.2 million or 5% from the comparable period a
year ago. This decrease was primarily due to the adverse impact of
foreign currency exchange rate fluctuations; during the current quarter,
the strong U.S. dollar reduced international sales by $10.6 million.
Strong customer demand for the Dimension RxL clinical chemistry
instrument was restrained during the quarter due to manufacturing
capacity constraints. At September 30, 1997, the Company had firm
orders for the Dimension RxL approximating $6.6 million; such backlog is
expected to be resolved by year-end. Sales during the quarter were also
adversely impacted by declining sales in the Company's mature Paramax
and Stratus non-cardiac product lines and continued competitive
pressures in the U.S.
Net sales for the nine months ended September 30, 1997 were $612.2
million, an increase of $44.1 million or 8% over the comparable period
of 1996. This increase was primarily due to the inclusion of nine
months of sales from the Chemistry Acquisition in the current period
(versus five months of sales in the comparable period of the prior year)
offset partially by the adverse impact of foreign exchange,
manufacturing capacity constraints related to the Dimension RxL
instrument, declining sales in the Company's mature product lines and
pricing and competitive pressures in the U.S. During the nine months
ended September 30, 1997, the strong U.S. dollar reduced international
sales by $25.8 million. Net sales of the Company's mature Paramax and
Stratus non-cardiac product lines decreased $27.3 million in the
aggregate during the current period as compared to the similar period of
1996.
Gross Profit
Gross profit for the three months ended September 30, 1997 was $98.3
million as compared to $105.4 million reported in the comparable period
of the prior year. The $7.1 million decrease in gross profit in the
current quarter was primarily attributable to the decrease in net sales
discussed above. Gross margins for the current quarter declined to
48.2% as compared to 49.2% in the third quarter of 1996 as a result of
adverse foreign exchange impacts and product mix shifts offset partially
by the continued realization of manufacturing cost reduction
initiatives.
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Gross profit for the nine months ended September 30, 1997 totaled $304.8
million as compared to $276.3 million for the first nine months of 1996,
which excludes the $25.5 million purchase accounting inventory step-up
impact recorded through September 30, 1996. The $28.5 million increase
in gross profit over the comparable period of the prior year exclusive
of purchase accounting impacts was due to the inclusion of a full nine
months of results of the Chemistry Acquisition during 1997, as compared
to only five months in the comparable prior period, as well as the on-
going realization of manufacturing cost reduction initiatives and a
shift toward higher margin products. Gross margins for the nine months
ended September 30, 1997 improved to 49.8% as compared to 48.6% during
the same period in 1996, exclusive of the impact of purchase accounting.
Marketing and Administrative Expense
Marketing and administrative expense for the current quarter totaled
$64.5 million, as compared to $67.1 million for the comparable period of
1996. The decline for the three month period ended September 30, 1997
was primarily due to the strength of the U.S. dollar against other
currencies. For the nine month period ended September 30, 1997,
marketing and administrative expenses were $197.9 million versus $180.2
million for the prior year period. The increase for the nine month
period ended September 30, 1997 is due to the inclusion of nine months
of activity for the Chemistry Acquisition as compared to the five months
reported in the prior year period, offset partially by cost reduction
programs and lower international expenses resulting from the strength of
the U.S. dollar.
Research and Development Expense
Research and development expense for the quarter ended September 30,
1997 was $11.1 million, a $1.3 million decrease from the comparable
period of 1996. This decrease is primarily due to the realization of
cost synergies resulting from the integration of the Chemistry
Acquisition.
For the nine month period ended September 30, 1997, research and
development expenses totaled $34.7 million as compared to $28.5 million
for the same period last year, excluding the $98.1 million purchase
accounting write-off of acquired in-process research and development
projects.
The increase in research and development expense for the comparable
nine-month period year over year is largely related to the inclusion of
a full nine months of operations from the Chemistry Acquisition as
compared to five months reflected in the comparable prior year, offset
by realized cost synergies. Research and development expenditures are
primarily focused on supporting projects which are expanding test menus,
developing the next generation Dimension RxL clinical chemistry instrument
platform and developing a new cardiac instrument platform.
Operating Income
Income from operations for the current quarter of $21.3 million was $1.8
million lower than the $23.1 million of operating earnings for the same
period a year ago. Excluding the impact of adverse foreign exchange
rates, operating income for the quarter would have increased to $23.5
million.
Income from operations for the nine months ended September 30, 1997
totaled $68.1 million as compared to $65.3 million for the same period
last year, excluding the impacts of purchase accounting and restructuring
expenses. The increase in the comparable periods year over year is due
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to higher sales volumes from the Chemistry Acquisition and improved
margins offset partially by adverse foreign exchange rate losses of $6.0
million year to date.
Other Income (Expense)
Net interest expense for the current quarter was $22.8 million, a $1.2
million increase over the comparable period of 1996. This increase is
attributable to higher levels of long-term debt as compared to the same
quarter in 1996, offset partially by lower borrowing rates.
For the nine month period ended September 30, 1997, net interest expense
was $66.0 million, a $21.5 million increase over the same period 1996.
This increase is attributable to a full nine months of Chemistry
Acquisition debt service recorded during the nine months ended September
30, 1997 (versus five months in the same period last year), offset in
part by lower borrowing rates.
In September 1997, the Company received a $9.5 net payment as settlement
for a claim with a supplier for non-performance under a contractual
agreement.
Income Taxes
The effective income tax rate for the quarter and nine months ended
September 30, 1997 was approximately 37%, consistent with the rate
recorded for the quarter and nine month periods ended September 30,
1996.
At September 30, 1997, the Company has recorded a deferred tax asset of
$212.9 million. Management continues to believe that realization of the
net deferred tax asset is not dependent on material improvement over the
Company's forecast of future levels of consolidated pre-tax income,
material changes in the present relationship between income reported for
financial and tax purposes, material asset sales or other non-routine
transactions.
Net Income
Net income for the quarter ended September 30, 1997 was $5.6 million, as
compared to $1.2 million for the third quarter of 1996. The year over
year increase in quarterly net income was largely due to the claim
settlement discussed above.
Net income for the nine months ended September 30, 1997 totaled $7.8
million as compared to $14.3 million for the nine months ended September
30, 1996, excluding the impact of purchase accounting, restructuring and
extraordinary items. The decrease was attributable to the increased
interest expense of $21.5 million offset in part by the claim settlement
discussed above. The adverse impact of foreign exchange in the quarter
and nine months ended September 30, 1997 was $1.8 million and $4.8
million, respectively.
Liquidity and Capital Resources
The Company's principal liquidity requirements are for working capital,
capital expenditures, debt service and restructuring activities. The
Company has historically funded its liquidity needs generally with a
combination of cash flows from operations and borrowings under its
revolving credit facility and other short-term borrowing arrangements.
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During the third quarter of 1997, working capital decreased $7.6 million
to $200.1 million. The decrease in working capital was caused primarily
by an increase in accrued liabilities related to accrued interest on the
senior subordinated notes which require semi-annual interest payments
and higher levels of accounts payable due to the timing of payments.
During the nine months ended September 30, 1997, working capital
increased $28.4 million. This increase was primarily due to lower
accrued liabilities related to restructuring reserves and accrued
interest, and lower levels of accounts payable due to the timing of
payments. The increase in working capital was funded primarily through
increased long-term borrowings resulting from the April 1997 amendment
of the Company's credit facility agreement.
Capital expenditures of the Company during the third quarter of 1997
were $10.7 million as compared to $10.1 million in the comparable period
last year. On a current year to date basis, capital expenditures
totaled $32.6 million compared to $38.3 million for the similar period
in 1996. The year over year decrease of $5.7 million is primarily
attributable to an increase in instruments being financed by customers
through third party lessors.
Management believes cash flows from operating activities, together with
available revolving credit borrowing capacity under the Company's
existing credit agreement, are sufficient to permit the Company to meet
its foreseeable financial obligations and fund its operations and
planned investments.
Subsequent Event - Behring Diagnostics Acquisition
Effective October 1, 1997, Holdings acquired from Hoechst AG and certain
of its affiliates ("Hoechst"), beneficial interests in the stock of the
various Behring subsidiaries of Hoechst that constituted the worldwide
in vitro diagnostics business of Hoechst, in exchange for stock in
Holdings. The stock received by Hoechst from Holdings represented a
32.5% interest in Holdings. Beneficial interests in the stock of the
subsidiaries were contributed to the Company. The acquisition will be
accounted for as a purchase.
Management is currently in the process of developing a premliniary purchase
price allocation for the acquisition, including restructuring reserves
which will be required to integrate the Behring operations. Additionally,
it is anticipated that reserves will be established through charges to the
income statement during the fourth quarter of 1997, and expenses and
capital expenditures will be incurred during 1998 and 1999, for
restructuring and other activities related to the integration process.
In connection with the acquisition, the Company amended certain provisions
of its existing bank credit agreement to permit consummation of the
transaction; however, no changes were made to the amounts, maturities,
availability or borrowing rates of the existing outstanding indebtedness.
The closing of the Behring acquisition did not require any net cash
outflows.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is involved in a number of legal proceedings, none of which
is expected to have a material adverse effect on the Company's business
or financial condition.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
None.
(b) Reports on Form 8-K.
On October 20, 1997, the Company filed a Current Report on Form 8-K
concerning the closing and consummation the previously announced
Agreement and Plan of Combination to combine the Company and the
Behring Diagnostics business of Hoechst AG.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DADE INTERNATIONAL INC.
(Registrant)
Date: November 14, 1997 By: /s/James W.P. Reid-Anderson
James W.P. Reid-Anderson
Executive Vice President,
Chief Administrative Officer
and Chief Financial Officer
(Duly Authorized Officer of
Registrant)
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<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 6,500 6,500
<SECURITIES> 0 0
<RECEIVABLES> 173,700 173,700
<ALLOWANCES> 0 0
<INVENTORY> 165,500 165,500
<CURRENT-ASSETS> 399,800 399,800
<PP&E> 177,400 177,400
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