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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
For the fiscal year ended December 31, 1998
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)
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
Securities registered pursuant to Section 12(b) of the Act:
Market Value on
Name of Each Exchange Shares Outstanding March 1, 1999 of Stocks
Title of Each Class on Which Registered March 1, 1999 Held by Non-Affiliates
------------------- --------------------- ------------------ ------------------------
Class A Common Stock
Par Value $1.00 per share American Stock Exchange 9,973,679 $157,742,498
Class B Common Stock
Par Value $1.00 per share American Stock Exchange 2,488,899 $ 6,756,600
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 _____
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. [ ]
Documents Incorporated by Reference
Document Form 10-K Parts
_________________________________________ ____________________
(1) Annual Report to Stockholders for the
fiscal year ended December 31, 1998
(specified portions) I, II, IV
(2) Definitive Proxy Statement to be mailed
to stockholders in connection with the
registrant's 1999 Annual Meeting of
Stockholders (specified portions) III
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 science research. Recognizing that
the fields of clinical diagnostics and life science 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 also expanded its
geographical market. The Company controls its distribution chan-
nels in twenty-seven countries outside the U.S.A. through
subsidiaries whose primary focus is customer service and product
distribution.
During 1996 and 1997, the Company made five acquisitions. The
assets acquired from Chiron Diagnostics Corporation and Chiron
Corporation on December 5, 1997, enhanced the product line
offering for diagnostic controls. The remaining acquisitions
broadened product line offerings within the Analytical
Instruments and Life Science segments. Bio-Rad manufactures and
supplies the life science research, healthcare, analytical
chemistry, semiconductor and other markets with a broad range of
products and systems used to separate complex chemical and
biological materials and to identify, analyze and purify their
components.
Description of Business
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 a
description of business and financial information on industry and
geographic segments, see Note 14 on pages 19 through 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 1998 Annual Report to Stockholders.
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.
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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.
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 segments maintains a sales force 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, telemarketing, 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. The Company maintains
an internet website, http://www.bio-rad.com, to further enhance
its marketing efforts.
Bio-Rad products are sold to a broad and diversified customer
base. In 1998, no single customer accounted for as much as 3% 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, Hungary, India, Israel, Italy, Japan, Korea,
Mexico, the Netherlands, New Zealand, Norway, People's Republic
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of China, Poland, Russia, 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.
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
330 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 researchers. In its development and
testing of new products and applications, Bio-Rad consults with
scientific and medical professionals at universities, hospitals
and medical schools, and in industry. Bio-Rad spent
approximately $41.4 million, $46.1 million and $39.6 million on
R&D activities during the years ended December 31, 1998, 1997 and
1996, 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.
As a multinational manufacturer and distributor of sophisticated
instrumentation equipment, Bio-Rad must meet a wide array of
electromagnetic compatibility and safety compliance requirements
to satisfy regulations in the United States, the European
Community and other jurisdictions. The Company is also subject
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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
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, 1998, Bio-Rad had approximately 2,675 full-time
employees. Fewer than 7% of Bio-Rad's employees are covered by a
collective bargaining agreement which will expire on November 7,
2002. 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
Irvine, California Leased
Munich, Germany Leased
Nazareth-Eke, Belgium Leased
Analytical Instruments Cambridge, Massachusetts Owned
York, England Owned
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, Colorado, Florida, New Mexico, Australia, Austria,
Belgium, Canada, Denmark, England, Finland, France, Germany, Hong
Kong, Hungary, India, Israel, Italy, Japan, Korea, Mexico, the
Netherlands, New Zealand, Norway, People's Republic of China,
Poland, Russia, Singapore, Spain, Sweden and Switzerland. These
facilities are used principally for sales, service, distribution
and administration for all three segments.
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The Company has leased space in California, New York, Canada and
England that is not currently being utilized. For the most part,
reserves for future lease payments were recorded at the time the
Company stopped using these facilities. The Company has
subleased or is attempting to sublease these properties.
Life Science segment's northern California distribution and
instrument manufacturing facility lease expires in November 2000.
The lease is not automatically renewable at that time. It is
anticipated that the distribution and instrument manufacturing
facility will be moved to a new location in northern California
prior to November 2000. All other facilities are believed to be
adequate 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.
ITEM 3. LEGAL PROCEEDINGS
Note 13, "Legal Proceedings," appearing on page 19 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 16, "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 32 of Exhibit 13.1 is incorporated herein by
reference.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The section headed "Financial Risk Management" appearing on pages
31 and 32 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.
P A R T III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The sections labeled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" of the definitive
Proxy Statement mailed to stockholders in connection with the
1999 Annual Meeting of Stockholders (the 1999 Proxy Statement)
are incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The sections labeled "Executive Compensation and Other
Information," "Compensation of Directors," "Compensation
Committee Interlocks and Insider Participation," "Report of the
Compensation Committee of the Board of Directors" and "Stock
Performance Graph" of the 1999 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 1999 Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The section labeled "Compensation of Directors" of the 1999 Proxy
Statement is incorporated herein by reference.
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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 1998 Annual Report and are incorporated
herein by reference pursuant to Item 8:
Page in
Exhibit 13.1
Consolidated Balance Sheets
at December 31, 1998 and 1997 2-3
Consolidated Statements of Income
for each of the three years in the
period ended December 31, 1998 4
Consolidated Statements of Cash Flows
for each of the three years in the period
ended December 31, 1998 5
Consolidated Statements of Changes in
Stockholders' Equity for each of the three
years in the period ended December 31, 1998 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
Schedule II Valuation and Qualifying Accounts 8
Report of Independent Public Accountants
on Schedule II 9
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 11 and 12 of this report are filed or incorporated by
reference as part of this report.
(b) Reports on Form 8-K
There are no reports on Form 8-K filed by the Company during the last
quarter of the period covered by this report.
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BIO-RAD LABORATORIES, INC.
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1998, 1997 and 1996
(In thousands)
Reserve for doubtful accounts receivable
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Year Expenses Deductions of Year
1998 $ 3,374 $ 1,616 $(1,361) $ 3,629
====== ====== ====== ======
1997 $ 3,688 $ 1,088 $(1,402) $ 3,374
====== ====== ====== ======
1996 $ 3,094 $ 952 $ (358) $ 3,688
====== ====== ====== ======
Valuation allowance for deferred tax assets
Deductions
Balance at Charged to Balance
Beginning Costs and at End
of Year Additions Expenses of Year
1998 $ 3,285 $ 2,057 $ - $ 5,342
====== ====== ====== ======
1997 $ 5,572 $ - $(2,287) $ 3,285
====== ====== ====== ======
1996 $ 6,478 $ - $ (906) $5,572
====== ====== ====== ======
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE II
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
incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 3, 1999. 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
statements. This schedule has been subjected to the auditing
procedures 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 3, 1999
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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 25, 1999
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 25, 1999
(David Schwartz)
Principal Financial Officer:
/s/ T. C. Chesterman Vice President, March 25, 1999
(Thomas C. Chesterman) Chief Financial Officer
Principal Accounting Officer:
/s/ James R. Stark Corporate Controller March 25, 1999
(James R. Stark)
Other Directors:
/s/ James J. Bennett Director March 25, 1999
(James J. Bennett)
/s/ Albert J. Hillman Director March 25, 1999
(Albert J. Hillman)
/s/ Philip L. Padou Director March 25, 1999
(Philip L. Padou)
/s/ Alice N. Schwartz Director March 25, 1999
(Alice N. Schwartz)
/s/ Norman Schwartz Director March 25, 1999
(Norman Schwartz)
_______________________ Director March 25, 1999
(Burton A. Zabin)
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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 Bylaws of the Registrant, as amended February 19,
1980. (2)
10.4 1994 Stock Option Plan. (3)
10.5 Amended and Restated 1988 Employee Stock Purchase Plan.
(4)
10.6 Employees' Deferred Profit Sharing Retirement Plan
(Amended and Restated effective January 1, 1997). (5)
10.10 Non-competition and employment continuation agreement
with James J. Bennett. (6)
10.11 Employment and non-compete agreement with Dr. Burton A.
Zabin. (7)
10.12 Credit Agreement dated as of May 15, 1998, by and among
the Registrant, the Lenders, and The First National
Bank of Chicago, as agent. (8)
10.12.1 Amendment dated as of February 12, 1999, to the Credit
Agreement dated as of May 15, 1998, by and among the
Registrant, the Lenders, and The First National Bank of
Chicago, as agent.
13.1 Excerpt from Annual Report to Stockholders' for the
fiscal year ended December 31, 1998, (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.
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(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 September 30, 1998, Form 10-Q filing dated
November 10, 1998.
(5) Incorporated by reference from the Exhibits to the
Company's September 30, 1997, Form 10-Q filing dated
November 13, 1997.
(6) Incorporated by reference from the Exhibits to the
Company's Form 10-K filing for the fiscal year ended
December 31, 1996, dated March 26, 1997.
(7) Incorporated by reference from the Exhibits to the
Company's June 30, 1997, Form 10-Q filing dated
August 6, 1997.
(8) Incorporated by reference from the Exhibits to the
Company's June 30, 1998, Form 10-Q filing dated August
13, 1998.
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