29.10.2007 20:42:00
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Dade Behring Reports Strong Earnings and Revenue Growth for the Third Quarter and First Nine Months of 2007
Dade Behring Holdings, Inc. (NASDAQ:DADE), the world's largest company
solely dedicated to clinical diagnostics, today reported revenue of $475
million for the third quarter ending September 30, 2007, an increase of
12 percent over the same period last year, and also reported third
quarter diluted earnings per share of $0.45, an increase of $0.12 per
share or 36 percent as compared to the third quarter of 2006. Marketing
and Administrative expense for the third quarter included a pre-tax
charge of $6.2 million relating to fees associated with Siemens’
previously announced agreement to acquire Dade Behring. In addition, the
company recorded a one-time tax benefit in the third quarter of $7.4
million associated with Germany’s recently
enacted change to the statutory income tax rate.
For the first nine months of 2007, revenue grew 10 percent to $1.4
billion and diluted earnings per share grew 34 percent to $1.53. On a
constant currency basis1, revenue for the third
quarter and first nine months of 2007 increased 8 percent and 7 percent
respectively.
"Our ability to provide innovative products
and highly-responsive service to clinical laboratory customers has been
a key contributor to Dade Behring’s strong
revenue growth,” said Jim Reid-Anderson,
Chairman, President and CEO, Dade Behring. "We
look forward to combining the strengths of Dade Behring and Siemens
Medical Solutions Diagnostics, forming the leading clinical diagnostics
company in the world.”
Cash flow from operations, after investing activities and excess tax
benefits from stock-based compensation, was $43 million for the third
quarter and $149 million for the nine months ended September 30, 2007.
In the third quarter, the company paid a $4 million dividend and funded
$20 million towards its U.S. pension plan.
Siemens Tender Offer to Acquire Dade
Behring
As previously announced, the cash tender offer of Belfast Merger Co. (a
subsidiary of Siemens) for all outstanding shares of Dade Behring
Holdings, Inc. is currently scheduled to expire Wednesday, October 31,
2007, at 12:00 midnight (EDT). At that time, if all of the tender offer
conditions are satisfied or waived, Siemens will cause its subsidiary to
accept for payment and pay for the shares tendered and not withdrawn in
the offer. Siemens has notified the Company that it now has all material
regulatory approvals for completion of the tender offer. Siemens and
Dade Behring expect that the Siemens' subsidiary will accept for payment
the shares tendered and not withdrawn in the offer on October 31, 2007
without further extension of the offer, will pay for the shares accepted
for payment in the offer on or about November 6, 2007 and, provided that
at least 90 percent of the shares of Dade Behring Holdings, Inc. are
validly tendered and not withdrawn in the offer, will effect the merger
of the Siemens subsidiary with and into Dade Behring shortly
thereafter. The Dade Behring Holdings, Inc. common stock would cease to
trade publicly thereafter and Dade Behring shall cease filing periodic
reports with the SEC. Due to the pending acquisition, the Company will
not host an earnings conference call.
About Dade Behring
With 2006 revenue of more than $1.7 billion, Dade Behring is the world's
largest company solely dedicated to clinical diagnostics. It offers a
wide range of products, systems and services designed to meet the
day-to-day needs of clinical laboratories, delivering innovative
solutions to customers and enhancing the quality of life for patients.
Additional company information is available on the Internet at www.dadebehring.com.
This report is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The solicitation and the offer to buy
shares of Dade Behring common stock are being made pursuant to an offer
to purchase and related materials that Siemens and certain affiliated
entities have filed with the Securities and Exchange Commission and
mailed to stockholders. Siemens has filed a tender offer statement on
Schedule TO with the Securities and Exchange Commission with respect to
the offer, and Dade Behring has filed a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other offer documents) and the
solicitation/recommendation statement contain important information that
should be read carefully and considered before any decision is made with
respect to the tender offer. These materials are available at no charge
from the Securities and Exchange Commission through its website at www.sec.gov
or from Dade Behring as described below.
This press release may contain "Forward-Looking Statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward statements include information regarding the intent, belief or
current expectation of the company and members of its senior management
team, including, without limitation, expectations regarding business
combination and similar transactions, prospective performance and
opportunities and the outlook for the company's businesses, performance,
opportunities and regulatory approval. In addition, the company is in
the process of a major new product launch, which involves risks and
uncertainties regarding product performance, costs of introduction and
support, and customer acceptance. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and that actual results may differ
materially from those contemplated by the company. In addition, risks
and uncertainties that could cause the actual results to differ from
expectations contemplated by forward looking statements include:
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many Dade Behring stockholders will tender their
stock in the offer; the possibility that competing offers will be made;
the possibility that various closing conditions for the transaction may
not be satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
transaction; the effects of disruption from the transaction making it
more difficult to maintain relationships with employees, customers,
other business partners or governmental entities; other business
effects, including the effects of industry, economic or political
conditions outside of Dade Behring's control; transaction costs; actual
or contingent liabilities; and other risks and uncertainties discussed
in documents filed with the Securities and Exchange Commission by Dade
Behring, as well as the tender offer documents filed by Siemens and the
solicitation/recommendation statement filed by Dade Behring. All of the
materials related to the offer (and all other offer documents filed with
the Securities and Exchange Commission) are or will be available at no
charge from the Securities and Exchange Commission through its website
at www.sec.gov. Investors and security holders may also obtain free
copies of the documents filed with the Securities and Exchange
Commission by Dade Behring by contacting Dade Behring Investor Relations
at Dade Behring Holdings, Inc, 1717 Deerfield Road, Deerfield, Illinois
60015, Attention: Investor Relations or at (847) 267-5300. Dade Behring
does not undertake any obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as expressly required by law.
1. "Constant currency" is not a U.S. GAAP defined measure. The
Company believes this measure provides a meaningful analysis of the
underlying activity, since it eliminates the effect of changes in
foreign currency exchange rates. Changes on a constant currency basis
have been calculated by comparing reported current year amounts to prior
year amounts in local currency translated at the foreign currency
exchange rates for the current year. "Constant currency," as defined or
presented by the Company, may not be comparable to similarly titled
measures reported by other companies. Dade Behring Holdings, Inc. Revenue By Product Line and Region (unaudited)
(Dollars in millions)
Quarter Ended September 30,
% Change
On a Constant Product Line 2007 2006 Reported Currency Basis(a)
Core Products
Core Chemistry
$ 306.5
$ 274.2
11.8
%
8.3
%
Hemostasis
89.8
76.7
17.1
%
11.7
%
Microbiology
46.9
43.8
7.0
%
5.7
%
Infectious Disease Diagnostics
24.4
22.5
8.3
%
0.8
%
Total Core Products 467.6 417.2 12.1 % 8.2 %
Non-Core Products
7.1
6.4
12.1
%
6.5
%
Total $ 474.7 $ 423.6 12.1 % 8.2 %
Region
United States
$ 215.5
$ 197.4
9.2
%
9.2
%
Non-U.S.
259.2
226.2
14.6
%
7.4
%
Total $ 474.7 $ 423.6 12.1 % 8.2 %
Nine-Months Ended September 30, % Change On a Constant Product Line 2007 2006 Reported Currency Basis(a)
Core Products
Core Chemistry
$ 921.2
$ 844.3
9.1
%
6.1
%
Hemostasis
268.5
233.5
15.0
%
10.1
%
Microbiology
132.8
121.1
9.7
%
8.8
%
Infectious Disease Diagnostics
70.4
65.6
7.3
%
0.5
%
Total Core Products 1,392.9 1,264.5 10.2 % 6.8 %
Non-Core Products
21.8
19.3
12.9
%
7.8
%
Total $ 1,414.7 $ 1,283.8 10.2 % 6.8 %
Region
United States
$ 642.4
$ 596.8
7.6
%
7.6
%
Non-U.S.
772.3
687.0
12.4
%
6.2
%
Total $ 1,414.7 $ 1,283.8 10.2 % 6.8 %
(a) "Constant currency" is not a U.S. GAAP defined measure. The
company believes this measure provides a meaningful analysis of
the underlying activity, since it eliminates the effect of changes
in foreign currency exchange rates. The change in sales on a
constant currency basis has been calculated by comparing reported
current year sales to prior year sales in local currency
translated at the foreign currency exchange rates for the current
year. "Constant currency," as defined or presented by the company,
may not be comparable to similarly titled measures reported by
other companies.
Dade Behring Holdings, Inc. Consolidated Balance Sheets (unaudited)
(Dollars in millions, except share-related data)
September 30,2007 December 31,2006
Assets
Current assets:
Cash and cash equivalents
$ 82.2
$ 24.4
Accounts receivable, net
394.4
359.5
Inventories
248.2
189.7
Prepaid expenses and other current assets
20.3
23.2
Deferred income taxes
84.1
115.9
Total current assets
829.2
712.7
Property, plant and equipment, net
507.7
488.5
Deferred income taxes
156.5
138.6
Intangible assets, net
325.7
339.0
Goodwill
168.5
169.6
Other assets
33.6
27.0
Total assets
$ 2,021.2
$ 1,875.4
Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt
$ 12.8
$ 14.8
Accounts payable
80.2
78.9
Accrued liabilities
306.4
273.6
Total current liabilities
399.4
367.3
Long-term debt
575.0
495.0
Deferred income taxes
29.6
33.5
Other liabilities
180.7
170.4
Total liabilities
1,184.7
1,066.2
Commitments and contingencies
Shareholders' equity:
Common stock: $.01 par value; 150,000,000 shares authorized at
September 30, 2007 and December 31, 2006, respectively; 80,428,434
and
82,860,364 shares issued and outstanding at September 30, 2007 and
December 31, 2006, respectively
0.8
0.8
Additional paid-in capital
349.0
475.0
Retained earnings
414.9
299.1
Accumulated other comprehensive income
71.8
34.3
Total shareholders' equity
836.5
809.2
Total liabilities and shareholders' equity
$ 2,021.2
$ 1,875.4
Dade Behring Holdings, Inc. Consolidated Statements of Operations (unaudited)
Quarter Ended September 30, Nine-Months Ended September 30,
(Dollars in millions, except per share data)
2007 2006 2007 2006
Net sales
$ 474.7
$ 423.6
$ 1,414.7
$ 1,283.8
Cost of goods sold
222.8
196.7
646.0
578.1
Gross profit
251.9
226.9
768.7
705.7
Operating costs and expenses:
Marketing and administrative expenses
155.0
140.3
442.6
418.7
Research and development expenses
40.8
40.0
118.2
118.5
Restructuring expense (income)
(1.2
)
-
(2.2
)
-
Income from operations
57.3
46.6
210.1
168.5
Other income (expense):
Interest expense
(11.0
)
(7.1
)
(30.1
)
(19.2
)
Interest income
1.8
0.9
4.7
3.4
Foreign exchange (loss) gain
(1.0
)
(0.1
)
(3.1
)
0.2
Other
(0.9
)
(0.8
)
(2.8
)
(1.2
)
Income before income tax expense
46.2
39.5
178.8
151.7
Income tax expense
8.6
10.6
50.8
51.0
Net income
$ 37.6
$ 28.9
$ 128.0
$ 100.7
Basic shares outstanding
80.3 million
86.0 million
81.4 million
86.9 million
Diluted shares outstanding
83.4 million
87.3 million
83.5 million
88.4 million
Basic earnings per common share
$ 0.47
$ 0.34
$ 1.57
$ 1.16
Diluted earnings per common share
$ 0.45
$ 0.33
$ 1.53
$ 1.14
Operating Cash Flow to Cash Earnings reconciliation:
Operating Cash Flow
$ 85.3
$ 88.8
$ 262.8
$ 217.3
Net changes in balance sheet items not in earnings; loss on
disposal of fixed assets
7.7
(14.6
)
25.4
15.7
Capital expenditures and investment in licensing agreements
(45.9
)
(42.6
)
(121.6
)
(118.2
)
Restructuring expense (income)
(1.2
)
-
(2.2
)
-
Income tax expense
8.6
10.6
50.8
51.0
Cash paid during the period for taxes
(5.3
)
(2.7
)
(13.5
)
(9.3
)
Cash Earnings (a)
$ 49.2
$ 39.5
$ 201.7
$ 156.5
Net income to Cash Earnings reconciliation:
Net income
$ 37.6
$ 28.9
$ 128.0
$ 100.7
Depreciation and amortization (including amortization of debt
issuance costs)
49.4
40.3
141.9
117.3
Capital expenditures and investment in licensing agreements
(45.9
)
(42.6
)
(121.6
)
(118.2
)
Stock-based compensation expense
6.0
5.0
18.3
15.0
Restructuring expense (income)
(1.2
)
-
(2.2
)
-
Income tax expense
8.6
10.6
50.8
51.0
Cash paid during the period for taxes
(5.3
)
(2.7
)
(13.5
)
(9.3
)
Cash Earnings (a)
$ 49.2
$ 39.5
$ 201.7
$ 156.5
(a) "Cash earnings" is not a U.S. GAAP defined measure. The
company believes this measure provides meaningful profitability
metrics, given current accumulated tax loss carryforwards and the
net depreciation/amortization impacts relating to the revaluation
of assets during the company's 2002 restructuring.
Dade Behring Holdings, Inc. Consolidated Statements of Cash Flows (unaudited)
Nine-Months Ended Nine-Months Ended
(Dollars in millions)
September 30, 2007 September 30, 2006
Operating Activities:
Net income
$ 128.0
$ 100.7
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization expense
141.9
117.3
Net loss on disposal of fixed assets
2.1
3.3
Stock-based compensation expense
18.3
15.0
Restructuring reserves
(2.2
)
-
Deferred income taxes
27.7
29.3
Changes in balance sheet items
(53.0
)
(48.3
)
Net cash flow provided by operating activities
262.8
217.3
Investing Activities:
Capital expenditures
(114.1
)
(117.6
)
Investment in licensing agreements
(7.5
)
(0.6
)
Net cash flow utilized for investing activities
(121.6
)
(118.2
)
Financing Activities:
Net borrowings (repayments) related to short-term debt
(2.2
)
16.8
Borrowings under revolving credit facility
204.9
566.9
Repayments of borrowings under revolving credit facility
(124.9
)
(550.9
)
Payment of debt issuance costs
(0.9
)
-
Proceeds from exercise of stock options
18.0
13.7
Proceeds from employee stock purchase plan
5.0
5.2
Excess tax benefits from stock-based compensation
8.0
9.8
Repurchases of common stock
(184.0
)
(154.8
)
Dividends paid
(12.2
)
(13.0
)
Net cash flow utilized for financing activities
(88.3
)
(106.3
)
Effect of foreign exchange rates on cash
4.9
(2.6
)
Net increase (decrease) in cash and cash equivalents
57.8
(9.8
)
Cash and Cash Equivalents:
Beginning of Period
24.4
34.6
End of Period
$ 82.2
$ 24.8
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