UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
________________
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1999
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 No. 333-13523
DADE BEHRING INC.
(Formerly Dade International Inc.)
(Exact name of Registrant as specified in its charter)
Delaware 36-3949533
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1717 Deerfield Road, 60015-0778
Deerfield, Illinois (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (847) 267-5300
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 [ ]
The number of shares of the Registrant's Common Stock, $.01 par value
per share, outstanding as of May 10, 1999, the latest practicable date,
was 1,000 shares.
<PAGE>
DADE BEHRING INC.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
NO.
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of 2
December 31, 1998 and March 31, 1999
(unaudited)
Condensed Consolidated Statements of 3
Operations and Comprehensive Income
(unaudited) for the three months ended March
31, 1998 and March 31, 1999
Condensed Consolidated Statements of Cash 4
Flows (unaudited) for the three months ended
March 31, 1998 and March 31, 1999
Notes to the Condensed Consolidated 5
Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures 10
about Market Risk
PART II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
Signature 12
<PAGE>
<TABLE>
DADE BEHRING INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions, except share-related data)
<CAPTION>
December 31 March 31
ASSETS 1998 1999
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents .............. $ 25.8 $ 13.3
Accounts receivable, net ............... 353.5 336.1
Inventories ............................ 265.9 265.6
Prepaid expenses and other current assets 7.3 8.2
Deferred income taxes .................. 76.8 76.8
Total current assets ................ 729.3 700.0
Property, plant and equipment, net........ 304.7 326.7
Debt issuance costs, net.................. 31.2 29.8
Goodwill, net............................. 126.5 124.9
Deferred income taxes..................... 269.7 259.8
Other assets.............................. 72.0 89.8
Total assets ........................ $1,533.4 $1,531.0
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt ...... $ 13.0 $ 22.4
Short-term debt ........................ 96.4 97.7
Accounts payable ....................... 130.7 117.0
Accrued liabilities .................... 228.4 209.7
Total current liabilities ........... 468.5 446.8
Long-term debt, less current portion...... 373.0 391.8
Senior subordinated notes................. 350.0 350.0
Other liabilities......................... 92.6 89.4
Total liabilities ................... 1,284.1 1,278.0
Commitments and contingencies............. - -
Stockholder's equity:
Common stock, $.01 par value, 1,000
shares authorized, issued and outstanding - -
Additional paid-in capital ............. 493.0 493.0
Unearned stock-based compensation ...... (11.5) (10.0)
Notes receivable on capital contribution (0.2) (0.2)
Accumulated deficit .................... (209.4) (194.7)
Accumulated other comprehensive income
(loss) ............................... (22.6) (35.1)
Total stockholder's equity .......... 249.3 253.0
Total liabilities and stockholder's
equity ............................ $1,533.4 $1,531.0
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
DADE BEHRING INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Dollars in millions)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1998 1999
<S> <C> <C>
Net sales................................. $325.9 $319.0
Operating costs and expenses:
Cost of goods sold ..................... 130.5 128.2
Marketing and administrative expenses .. 131.2 125.3
Research and development expenses ...... 22.6 21.0
Goodwill amortization expense .......... 1.6 1.5
Income from operations.................... 40.0 43.0
Other income (expense):
Interest expense, net .................. (20.1) (20.5)
Other .................................. (0.2) 2.0
Income before income taxes................ 19.7 24.5
Income tax expense........................ 7.3 9.8
Net income................................ 12.4 14.7
Other comprehensive income (loss), before
tax:
Foreign currency translation adjustments (1.1) (12.7)
Unrealized gain on marketable securities - 0.2
Other comprehensive income (loss)......... (1.1) (12.5)
Income tax expense related to items of
comprehensive income (loss)............. - -
Other comprehensive income (loss), net of
tax (1.1) (12.5)
Comprehensive income................. $ 11.3 $ 2.2
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
DADE BEHRING INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in millions)
(Unaudited)
<CAPTION>
Three Months Ended
March 31,
1998 1999
<S> <C> <C>
Operating Activities:
Net income .............................. $ 12.4 $ 14.7
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization expense . 13.3 14.6
Stock-based compensation expense ...... 3.0 1.5
Deferred income taxes ................... 9.0 9.9
Changes in balance sheet items:
Accounts receivable, net .............. (3.6) 3.3
Inventories ........................... 8.4 (6.0)
Prepaid expenses and other current
assets .............................. - (1.3)
Accounts payable ...................... (22.1) (10.3)
Accrued liabilities ................... 17.5 (14.1)
Other, net ............................ (4.0) (16.6)
Net cash flow provided (utilized)
by operating activities ........... 33.9 (4.3)
Investing Activities:
Acquisitions, net of acquired cash ........ - (3.8)
Capital expenditures ...................... (20.2) (34.0)
Net cash flow utilized by investing
activities......................... (20.2) (37.8)
Financing Activities:
Proceeds from issuance of short-term debt,
net of repayments........................ 36.4 1.3
Proceeds from revolving credit facility,
net of repayments........................ - 29.0
Repayment of borrowings under long-term
loans.................................... (0.9) (0.8)
Net cash flow provided by financing
activities......................... 35.5 29.5
Effect of foreign exchange rates on cash..... (0.6) 0.1
Net increase (decrease) in cash and
cash equivalents..................... 48.6 (12.5)
Cash and Cash Equivalents:
Beginning of period ....................... $ 20.5 $ 25.8
End of period ............................. $ 69.1 $ 13.3
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
DADE BEHRING INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Business
Dade Behring Inc. (the "Company"), formerly Dade International
Inc., was incorporated in Delaware in 1994 and is a wholly-owned
subsidiary of Dade Behring Holdings, Inc. ("Holdings"), formerly
Diagnostics Holding Inc. Bain Capital, Inc., GS Capital Partners, L.P.
(an affiliate of Goldman Sachs Group, L.P.), their respective related
investors, Hoechst A.G. and certain of its affiliates ("Hoechst") and
the management of the Company own substantially all of the capital stock
of Holdings. The Company develops, manufactures and markets in vitro
diagnostic equipment, reagents, consumable supplies and services
worldwide.
Effective December 16, 1994, the Company acquired (the "Dade
Acquisition") the worldwide in vitro diagnostics products manufacturing
and services businesses and net assets of Baxter Diagnostics Inc. and
certain of its affiliates, from Baxter International Inc. and its
affiliates ("Baxter"). The Dade Acquisition was accounted for as a
purchase.
Effective May 1, 1996, the Company acquired (the "Chemistry
Acquisition") the worldwide in vitro diagnostics business ("Dade
Chemistry") of E.I. du Pont de Nemours and Company. The operating
results and acquired assets and assumed liabilities of the Chemistry
Acquisition, which was accounted for as a purchase, have been reflected
in the Company's consolidated financial statements since May 1, 1996.
Effective October 1, 1997, Holdings acquired (the "Behring
Combination") the stock and beneficial interest of various subsidiaries
of Hoechst that operated its worldwide in vitro diagnostic business
("Behring"). The stock and beneficial interest was contributed to the
Company effective October 1, 1997. The operating results and acquired
assets and assumed liabilities of the Behring Combination, which was
accounted for as a purchase, have been reflected in the Company's
consolidated financial statements since October 1, 1997.
2. Basis of Presentation
The consolidated condensed financial statements have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such regulations. The Company believes
the disclosures included in the unaudited condensed consolidated
financial statements, when read in conjunction with the consolidated
financial statements of the Company as of December 31, 1998 and notes
thereto, are adequate to make the information presented not misleading.
In management's opinion, the condensed consolidated financial statements
reflect all adjustments necessary to summarize fairly the consolidated
financial position, results of operations, and cash flows for such
periods. The results of operations for the three months ended March 31,
1999 are not necessarily indicative of the results that may be expected
for the fiscal year ending December 31, 1999.
3. Inventories
Inventories are stated at the lower of cost (first-in, first-out
method) or market. Cost includes materials, labor and manufacturing
overhead costs. Market for raw materials is based on replacement costs
<PAGE>
and, for other inventory classifications, on net realizable value.
Appropriate consideration is given to deterioration, obsolescence and
other factors in evaluating net realizable value. Inventories consist
of the following (in millions):
December 31, March 31,
1998 1999
Raw materials ...... $ 48.8 $ 48.3
Work-in-process .... 52.3 51.9
Finished products .. 164.8 165.4
Total Inventories $265.9 $265.6
4. Business Segment and Geographic Information
The business of the Company is in vitro diagnostic ("IVD")
products. The operating segments derive substantially all their revenues
from the manufacture and marketing of IVD products and services. The
Company's operating structure includes the following operating segments:
United States, Germany, Other Europe, Asia-Pacific, and All Other. The
business segment information provided is based on local statutory
operating results, adjusted to conform to U.S. generally accepted
accounting principles, and may not be comparable on a period-over-period
basis as intercompany profit is not allocated to the individual
operating segments.
Management evaluates the performance of its operating segments
separately to individually monitor the different factors affecting
financial performance. Management evaluates segment performance based
upon EBITDA, which is a widely accepted measure of a company's ability
to incur and/or service indebtedness. EBITDA represents the sum of net
income, depreciation and amortization expense, non-cash stock-based
compensation expense, non-recurring integration expenses, and other non-
recurring operating charges and other non-cash charges. EBITDA includes
substantially all cost of goods sold, marketing and administrative
expenses, and research and development expenses. EBITDA for the U.S. and
Germany includes research and development costs for products that are
sold by all operating segments.
Financial information by segment for the three months ended March 31,
1998 and 1999 is summarized as follows (in millions):
United Other Asia- All
States Germany Europe Pacific Other(1) Total
Three Months ended
March 31, 1998 (2)
Revenue from external
customers.......... $174.1 $39.9 $75.6 $28.3 $ 8.0 $325.9
Segment EBITDA ...... 22.3 0.5 17.9 0.8 19.0 60.5
Three Months ended
March 31, 1999 (2)
Revenue from external
customers .......... $157.3 $42.5 $84.1 $25.4 $ 9.7 $319.0
Segment EBITDA ......... 24.0 (3.3) 36.3 3.2 7.3 67.5
________
(1) Includes the effects of purchase accounting which have not been
reflected in segment accounting records. Consequently, the impact of
asset write-downs resulting from bargain purchases are reflected in
the All Other column. Segment EBITDA includes unallocated
intercompany profit.
(2) Intersegment revenue is not presented due to impracticality.
<PAGE>
A reconciliation of segment EBITDA to income before income taxes for
the three months ended March 31, 1998 and 1999 is summarized as follows
(in millions):
Three Months Ended
March 31,
1998 1999
Segment EBITDA ............ $ 41.5 $ 60.2
Other EBITDA .............. 19.0 7.3
Total EBITDA ............ 60.5 67.5
Less: Depreciation and
amortization........... (13.3) (14.6)
Interest expense, net (1) (18.6) (19.1)
Year 2000 remediation
costs - (3.8)
Non-recurring charges
and other (0.3) (0.5)
Stock-based compensation (3.0) (1.5)
Integration costs ..... (5.6) (3.5)
Income before income taxes $ 19.7 $ 24.5
________
(1) Differs from the income statement by the amount of amortization of
deferred financing fees, which is included within depreciation and
amortization above.
5. Subsequent Event
On May 3, 1999, the Company announced that Hoechst would increase its
ownership percentage in Holdings through a share repurchase program to be
accomplished through a recapitalization and refinancing of the Company.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Company's 1998 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, 1998. The
following management's discussion and analysis focuses on material
changes since that time and should be read in conjunction with the 1998
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 discussion are forward-looking,
such as statements relating to estimates of operating and capital
expenditure requirements, future revenue and operating income levels,
estimated Year 2000 expenditures and remediation plans, and cash flow
and liquidity. Such forward-looking statements are based on
management's 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 global economic and business conditions, governmental and
regulatory policies, Year 2000 remediation actions of suppliers and
others, 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.
Results of Operations
Net Sales. Net sales for the three months ended March 31, 1999
totaled $319.0 million as compared to $325.9 million in the comparable
<PAGE>
year-ago quarter reflecting a $6.9 million or 2.1% decrease which is
primarily related to the impact of non-strategic business divestitures
that occurred in third quarter 1998. Excluding sold businesses,
revenues grew by $1.3 million or $0.4% compared to the comparable year-
ago quarter results. The company experienced strong sales growth from
Dimension., Stratus CS., Hemostasis and other core products offset by
planned declines in non-core Paramax, Stratus and aca product lines.
Gross Profit. Gross profit for the three months ended March 31,
1999 totaled $190.8 million compared to $195.4 million in the comparable
year-ago quarter. The $4.6 million or 2.4% decrease was attributable
primarily to the impact of sold businesses and non-recurring costs
related to the Behring integration and Year 2000 remediation expenses
offset by cost reductions related to the Behring integration. Gross
margins for the three months ended March 31, 1999 were 59.8% compared to
60.0% in the comparable year-ago quarter.
Marketing and Administrative Expense. Marketing and administrative
expense for the three months ended March 31, 1999 totaled $125.3 million
as compared to $131.2 million in the comparable year-ago quarter. The
$5.9 million or 4.5% decrease was attributable to the continued
realization of cost reduction initiatives related to the Behring
integration partially off-set by $2.8 million of Year 2000 remediation
expenses.
Research and Development Expense. Research and development expense
for the three months ended March 31, 1999 totaled $21.0 million as
compared to $22.6 million in the comparable year-ago quarter. The $1.6
million or 7.1% decrease was attributable primarily to cost synergies
related to eliminating overlapping or redundant R&D projects, offset by
increased investment in new products. Research and development
expenditures are primarily focused on the development of new instrument
platforms, expansion of test menus and investment in advanced
diagnostics and point-of-care technologies.
Income From Operations. Income from operations increased $3.0
million to $43.0 million as cost reductions related to the Behring
integration were partially off-set by the impact of sold businesses and
the impact of non-recurring Year 2000 remediation costs.
Net Interest Expense. Net interest expense for the three months
ended March 31, 1999 totaled $20.5 million as compared to $20.1 million
in the comparable year-ago quarter. The $0.4 million or 2.0% increase
was attributable to higher borrowing levels offset partially by lower
interest rates.
Other Income. Other income of $2.0 million for the three months
ended March 31, 1999 includes a gain of $2.3 million from the
settlement of a patent infringement matter.
Income Taxes. The effective income tax rate for the three months
ended March 31, 1999 was approximately 40%, an increase of 3% from the
rate recorded for the comparable year-ago quarter to reflect the
estimated full year effective tax rate for 1999.
Net Income. Net income for the three months ended March 31, 1999
totaled $14.7 million as compared to $12.4 million in the comparable
year-ago quarter. The $2.3 million or 18.5% increase was attributable
primarily to higher income from operations and the gain included in
other income.
<PAGE>
Liquidity and Capital Resources
The Company's primary liquidity requirements are for working capital,
capital expenditures, restructuring expenditures and debt service.
Historically, the Company has funded its liquidity needs with a
combination of cash flows from operations, borrowings under its
revolving credit facility and other short-term borrowing arrangements.
Working capital at March 31, 1999 totaled $253.2 million as compared
to $260.8 million at December 31, 1998. The $7.6 million or 2.9%
decrease was attributable primarily to a seasonal reduction in accounts
receivable and lower levels of inventory, offset partially by decreased
accrued liabilities.
Capital expenditures, including instrument placements in customer
locations, totaled $34.0 million for the three months ended March 31,
1999 as compared to $20.2 million in the comparable year-ago quarter.
The $13.8 million increase was attributable primarily to integration-
related investments for stand-alone infrastructure, integration-related
expenditures for information systems and increased investment in gross
profit generating instrument placements with customers.
Inflation affects the cost of goods and services used by the Company.
Inflation has been modest in recent years. Overall product prices have
been relatively stable during the past three years, and the Company
continues to mitigate the adverse effects of inflation primarily through
new product offerings, improved productivity and cost containment and
improvement programs.
On May 3, 1999, the Company announced that Hoechst would increase its
ownership percentage in Holdings through a share repurchase program to
be accomplished through a recapitalization and refinancing of the
Company. Completion of the share repurchase program may result in,
among other things, the non-cash write-off of a portion of deferred
financing fees, the incurrence of additional financing fees, higher
levels of indebtedness, and increased stock-based compensation expense.
Management believes cash flows from operating activities, together
with available short-term and revolving credit facilities under the
Company's existing credit agreements, will be sufficient to permit the
Company to meet its foreseeable financial obligations, exclusive of the
planned share repurchase program described above, and to fund its
operations and planned investments.
Other Matters
Year 2000 Readiness
Certain information systems in use today may not be able to interpret
dates after December 31, 1999 because such systems allow only two digits
to indicate the year in a date. As a result, such systems are unable,
for example, to distinguish January 1, 2000 from January 1, 1900. Such
inability to properly distinguish between dates could have adverse
consequences on the operations of a business and the integrity of
information processing. This potential problem is commonly referred to
as the "Year 2000" or "Y2K" issue.
The Company has completed a review of substantially all of its
information systems and product offerings for Year 2000 issues. The
scope of this review included information technology infrastructure
components (such as hardware, operating systems and communication
equipment), business application software, production and research
equipment, laboratory products and associated applications, buildings'
<PAGE>
and facilities' systems, personal computers, and the status of all key
suppliers' Year 2000 remediation efforts.
Based on the results of the review, a formal plan has been
established by the Company to address Year 2000 issues. The plan is
monitored by the Company's Year 2000 Program Office, comprised of senior
management in key functional areas, which reports on a regular basis to
executive management on the plan's status. Although the identification
and successful remediation of all Year 2000 issues cannot be assured
with certainty, the Company expects a successful execution of its Year
2000 plan. The inability of the Company or third parties on which it
relies to resolve Year 2000 issues could have a material adverse effect
on the Company's results of operations and financial condition.
The plan, which provides a process for periodic progress reporting on
a site and region basis, prioritizes mission-critical and urgent Year
2000 issues. Progress against the plan is meeting interim mileposts.
Approximately 59% of all identified internal applications requiring
remediation have been made ready as of March 31, 1999. The majority of
mission-critical and urgent Year 2000 product and internal systems
issues are planned to be remedied by the end of the second quarter of
1999, and all are expected to be resolved no later than the end of the
third quarter of 1999. Contingency plans, as necessary, are being
formulated and are expected to be completed by the end of the third
quarter of 1999.
In connection with the resolution of Year 2000 issues, the Company
incurred expenses of approximately $3.8 million in the three months
ended March 31, 1999 and expects to incur expenses of approximately
$26.2 million in the remaining three quarters of 1999. Expenses in 2000
are expected to be immaterial. However, there can be no assurance that
these costs will not be greater than anticipated.
Item 3. Qualitative and Quantitative Disclosures about Market Risk.
The Company's 1998 Annual Report on Form 10-K contains qualitative
and quantitative disclosures about market risk as of and for the year
ended December 31, 1998. No material changes in the Company's market risk
have occurred since December 31, 1998.
PART II
Item 1. Legal Proceedings.
The Company is involved in a number of legal proceedings arising in
the ordinary course of its business, 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 May 11, 1999, the Registrant filed a Current Report on
Form 8-K reporting (a) a number of executive changes, including the
appointment of James W.P. Reid-Anderson as President and Chief Operating
Officer, and Glenn R. Richter as Senior Vice President and Chief
<PAGE>
Financial Officer and (b) that its sole shareholder, Dade Behring
Holdings, Inc., had announced a stock repurchase program.
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 BEHRING INC.
(Registrant)
Date: May 17, 1999 By:/s/Glenn R. Richter
Glenn R. Richter
Senior Vice President and Chief
Financial Officer
(Duly authorized Officer of
Registrant)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 13,300
<SECURITIES> 0
<RECEIVABLES> 336,100
<ALLOWANCES> 0
<INVENTORY> 265,600
<CURRENT-ASSETS> 700,000
<PP&E> 326,700
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,531,000
<CURRENT-LIABILITIES> 446,800
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 253,000
<TOTAL-LIABILITY-AND-EQUITY> 1,531,000
<SALES> 319,000
<TOTAL-REVENUES> 319,000
<CGS> 128,200
<TOTAL-COSTS> 276,000
<OTHER-EXPENSES> 2,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20,500
<INCOME-PRETAX> 24,500
<INCOME-TAX> 9,800
<INCOME-CONTINUING> 14,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,700
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
