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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report:   February 7, 2025
(Date of earliest event reported)

BIO-RAD LABORATORIES, INC.
(Exact name of registrant as specified in its charter)

Commission File Number: 1-7928
 
Delaware 94-1381833
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
 
1000 Alfred Nobel Dr.
Hercules, California 94547
(Address of principal executive offices, including zip code)
 
(510)724-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, Par Value $0.0001 per share BIO New York Stock Exchange
Class B Common Stock, Par Value $0.0001 per share BIO.B New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐




ITEM 2.02    Results of Operations and Financial Condition

On February 13, 2025, Bio-Rad Laboratories, Inc. announced its financial results for the quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


ITEM 2.05    Costs Associated with Exit or Disposal Activities.

On February 7, 2025, Bio-Rad Laboratories, Inc. (the “Company") initiated a strategy-driven restructuring plan in furtherance of our ongoing program to improve operating performance. The restructuring plan primarily impacts our operations in the United States and includes the elimination of certain positions, the consolidation of certain functions, and the relocation of certain operations to lower cost locations. The restructuring plan is expected to eliminate a total of approximately 5% of our workforce. We anticipate the restructuring plan will be substantially completed by the end of fiscal year 2025.

We estimate that as a result of this restructuring plan we will incur between approximately $45 million and $50 million in total cost, which we anticipate will consist primarily of one-time termination benefits to the affected employees, including cash severance payments, healthcare benefits, and related transition assistance. We anticipate that we will record approximately $30 million to $35 million of the charges related to this restructuring plan in the first quarter of fiscal year 2025 with the balance expected to be recorded by the end of fiscal year 2025.

The amounts are preliminary estimates based on the information currently available to management. It is possible that additional charges and future cash payments could occur in relation to the restructuring actions.

Note Regarding Forward-Looking Statements

Certain statements set forth in Item 2.05 above constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning the Company’s expectations or estimates relating to the restructuring plan, including the anticipated workforce reduction, timing of completion of the restructuring plan, and timing and amounts of the charge to be recorded and cash expenditures to be made in connection with the restructuring plan. The Company cautions you that forward-looking statements are inherently uncertain. Although the Company believes that such statements are based on reasonable assumptions within the bounds of its knowledge of its business and operations, the forward-looking statements are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties. These risks and uncertainties include: the Company’s ability to complete the restructuring plan within the anticipated timeline; the impact of the workforce reduction on the Company’s business; unanticipated charges not currently contemplated that may occur as a result of the restructuring plan; and those risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in subsequent filings made by the Company with the U.S. Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, the Company disclaims any intention or responsibility for updating or revising any forward-looking statements contained in Item 2.05 above.




ITEM 8.01    Other Events.

On February 13, 2025, Bio-Rad Laboratories, Inc. (the “Company”) issued a press release announcing that the Company had entered into a binding offer to purchase all equity interests in Stilla Technologies (a French corporation).

A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.



ITEM 9.01    Financial Statements and Exhibits
Exhibit
Number 		 Description
99.1 
99.2
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
  BIO-RAD LABORATORIES, INC.
   
Date:February 13, 2025By:/s/ Roop K. Lakkaraju
   Roop K. Lakkaraju
   Executive Vice President and Chief Financial Officer





Exhibit 99.1

Press Release

Bio-Rad Reports Fourth-Quarter and Full-Year 2024 Financial Results

HERCULES, Calif.—February 13, 2025 -- Bio-Rad Laboratories, Inc. (NYSE: BIO and BIO.B), a global leader in life science research and clinical diagnostics products, today announced financial results for the fourth quarter and full year ended December 31, 2024.

Norman Schwartz, Bio-Rad’s Chairman and Chief Executive Officer, commented: “Bio-Rad demonstrated resilience and adaptability in 2024. While the biopharma headwinds dampened our Life Science segment results, our Clinical Diagnostics business returned to a more normalized growth rate, and our ongoing transformation initiatives and diligent cost management helped improve our gross margins.” Mr. Schwartz continued: “We begin 2025 in a strong position and remain committed to advancing our transformation, margin expansion, commercial excellence, and long-term shareholder value creation. The anticipated acquisition of digital PCR developer Stilla Technologies furthers our planned transformation as it would support our customers’ increasingly diverse range of research and clinical diagnostic applications.”

Financial Results Highlights

GAAP Results
Q4 2024Q4 2023Full-Year 2024Full-Year 2023
Revenue (millions)$667.5 $681.2 $2,566.5 $2,671.2 
Gross margin51.2 %53.8 %53.7 %53.4 %
Income from operations (millions)$58.4 $95.3 $269.0 $337.8 
Operating margin8.7 %14.0 %10.5 %12.6 %
Non-GAAP Results
Q4 2024Q4 2023Full-Year 2024Full-Year 2023
Revenue (millions)$667.5 $681.2 $2,566.5 $2,671.2 
Gross margin53.9 %54.4 %55.0 %54.2 %
Income from operations (millions)$92.1 $105.3 $331.3 $378.9 
Operating margin13.8 %15.5 %12.9 %14.2 %

The non-GAAP financial measures shown in the table above and discussed below exclude certain items detailed later in this press release under the heading “Use of Non-GAAP and Currency-Neutral Reporting.” A reconciliation between historical GAAP operating results and non-GAAP operating results is provided following the financial statements that are part of this press release.

Fourth-Quarter 2024 Results

Fourth-quarter 2024 total net sales were $667.5 million, a decrease of 2.0 percent compared to $681.2 million reported for the fourth quarter of 2023. On a currency-neutral basis, quarterly sales decreased 2.3 percent compared to the same period in 2023. The decrease in net sales was driven by lower sales in our Life Science segment.

Life Science segment net sales for the fourth quarter were $275.0 million, a decline of 5.5 percent compared to the same period in 2023. On a currency-neutral basis, Life Science segment sales decreased by 6.0 percent compared to the same quarter in 2023, driven by ongoing weakness in the biotech and biopharma end markets. Currency neutral sales decreased across all regions.

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Clinical Diagnostics segment net sales for the fourth quarter were $392.5 million, an increase of 0.9 percent compared to the same period in 2023. On a currency-neutral basis, net sales increased 0.7 percent versus the same quarter last year. The currency neutral sales increase was primarily driven by an increased demand for our quality control and blood typing products. Currency neutral sales increased in EMEA and Americas partially offset by the decrease in Asia Pacific region.

Fourth-quarter gross margin was 51.2 percent compared to 53.8 percent during the fourth quarter of 2023.

Income from operations during the fourth quarter of 2024 was $58.4 million versus $95.3 million during the same quarter last year.

During the fourth quarter of 2024, the company recognized a change in the fair market value of its investment in Sartorius AG, which substantially contributed to a net loss of $715.8 million, or $25.57 per share, on a diluted basis, versus a net income of $349.7 million, or $12.14 per share, on a diluted basis, reported for the same period of 2023.

The effective tax rate for the fourth quarter of 2024 was 21.2 percent, compared to 18.4 percent for the same period in 2023. The effective tax rate reported in these periods was primarily affected by the accounting treatment of our equity securities.

Non-GAAP gross margin was 53.9 percent for the fourth quarter of 2024 compared to 54.4 percent during the fourth quarter of 2023.

Non-GAAP income from operations during the fourth quarter of 2024 was $92.1 million versus $105.3 million during the comparable prior-year period.

Non-GAAP net income for the fourth quarter of 2024 was $81.2 million, or $2.90 per share, on a diluted basis, compared to $89.3 million, or $3.10 per share, on a diluted basis, during the same period in 2023.

The non-GAAP effective tax rate for the fourth quarter of 2024 was 20.9 percent, compared to 22.3 percent for the same period in 2023. The lower rate in 2024 was driven by geographical mix of earnings.

Full-Year 2024 Results

On a reported basis, net sales for the full year of 2024 decreased 3.9 percent to $2,566.5 million compared to $2,671.2 million for the prior year. On a currency-neutral basis, full-year 2024 revenue decreased 3.6 percent year-over-year. The decrease in sales was driven by lower sales in our Life Science segment.

Full-year 2024 reported net sales for the Life Science segment were $1,028.1 million, a decrease of 12.6 percent compared to the prior year on a currency-neutral basis, primarily due to ongoing weakness in the biotech and biopharma end-markets.

Full-year 2024 reported net sales for the Clinical Diagnostics segment were $1,537.9 million, an increase of 3.7 percent compared to the prior year on a currency-neutral basis driven by an increased demand for our quality control and blood typing products.

Full-year 2024 gross margin was 53.7 percent, compared to 53.4 percent in 2023.

Full-year 2024 income from operations was $269.0 million versus $337.8 million in 2023.

During the year of 2024, the company recognized a change in the fair market value of its investment in Sartorius AG, which substantially contributed to a net loss of 1,844.2 million, or $65.36 per share, on a diluted basis, versus a net loss of $637.3 million, or $21.82 per share, on a diluted basis, reported in 2023.

The effective tax rate for the full year of 2024 was 21.3 percent compared to 25.0 percent in 2023. The lower rate in 2024 was primarily driven by geographic mix of earnings.
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The non-GAAP financial measures discussed below exclude certain items detailed later in this press release under the heading “Use of Non-GAAP and Currency-Neutral Reporting.” A reconciliation between historical GAAP operating results and non-GAAP operating results is provided following the financial statements that are part of this press release.

Non-GAAP gross margin was 55.0 percent for full-year 2024 compared to 54.2 percent for full-year 2023.

Non-GAAP income from operations for the full year of 2024 was $331.3 million versus $378.9 million for the full year of 2023.

Non-GAAP net income for 2024 was $291.1 million, or $10.31 per share, compared to $345.2 million, or $11.78 per share in 2023.

The non-GAAP effective tax rate for the full year of 2024 was 23.6 percent compared to 22.3 percent in 2023.

Full-Year 2024 Business Segment Highlights

•Continued to drive product innovation, made investments, and formed strategic partnerships to further expand Bio-Rad’s Droplet DigitalTM PCR platform into life science research and clinical diagnostics:
•Invested in Geneoscopy to support launch of their FDA-approved, non-invasive colorectal cancer screening test that utilizes our Droplet Digital PCR platform,
•Invested in Oncocyte to commercialize the company’s transplant monitoring assays deploying our QX600TM Droplet Digital PCR system to offer laboratory customers a highly sensitive alternative to centralized sequencing test providers,
•Expanded library of assays for use with Droplet Digital PCR to advance early diagnosis and monitoring of cancers, cell and gene therapy manufacturing, and food safety monitoring,
•Partnered with Allegheny Health Network of hospitals to generate clinical evidence across various cancer types using our Droplet Digital PCR technology for minimal residual disease monitoring of solid tumor cancer patients after treatment,
•As part of Bio-Rad’s product development strategy in cell biology, acquired Saber Bio, a development-stage platform using droplet technology for high-throughput discovery of novel antibodies and T-cell receptors, which play crucial role in identifying potential therapeutic drug candidates,
•On February 13, 2025, announced intent to acquire next-generation digital PCR developer Stilla Technologies, a highly complementary potential addition to Bio-Rad’s digital PCR product portfolio to support our customers’ increasingly diverse range of applications including liquid biopsy for oncology diagnostics, cell and gene therapy, organ transplant testing, infectious diseases, and food and environmental testing; subject notably to proper consultation process, the transaction would be expected to close by the end of the third quarter of 2025.

Full-Year 2025 Financial Outlook

Bio-Rad is providing its financial outlook for the full year 2025. The company currently expects non-GAAP, currency-neutral revenue growth of approximately 1.5 to 3.5 percent and an estimated non-GAAP operating margin of approximately 13.0 to 13.5 percent.

Conference Call and Webcast

Management will discuss the company’s fourth quarter and full-year 2024 results, as well as its detailed financial outlook, in a conference call scheduled for 2 PM Pacific Time (5 PM Eastern Time) on February 13, 2025. To participate, dial (800) 715-9871 within the U.S. or +1 (646) 307-1963 outside the U.S., and provide access code: 9562470.

A live webcast of the conference call will also be available in the "Investor Relations" section of the company’s website under "Events & Presentations" at investors.bio-rad.com. A replay of the webcast will be available for up to a year.
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Use of Non-GAAP and Currency-Neutral Reporting

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including non-GAAP net income and non-GAAP EPS, which exclude amortization of acquisition-related intangible assets, certain acquisition-related expenses and benefits, restructuring charges, asset impairment charges, gains and losses from change in fair market value of equity securities and loan receivable, gains and losses on equity-method investments, and significant legal-related charges or benefits and associated legal costs. Non-GAAP net income and non-GAAP EPS also exclude certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, tax provisions/benefits related to the previous items, and significant discrete tax events. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.

We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, in making operating decisions, forecasting and planning for future periods, and determining payments under compensation programs. We consider the use of the non-GAAP measures to be helpful in assessing the performance of the ongoing operation of our business. We believe that disclosing non-GAAP financial measures provides useful supplemental data that, while not a substitute for financial measures prepared in accordance with GAAP, allows for greater transparency in the review of our financial and operational performance. We also believe that disclosing non-GAAP financial measures provides useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies. More specifically, management adjusts for the excluded items for the following reasons:

Amortization of purchased intangible assets: we do not acquire businesses and assets on a predictable cycle. The amount of purchase price allocated to purchased intangible assets and the term of amortization can vary significantly and are unique to each acquisition or purchase. We believe that excluding amortization of purchased intangible assets allows the users of our financial statements to better review and understand the historic and current results of our operations, and also facilitates comparisons to peer companies.

Acquisition-related expenses and benefits: we incur expenses or benefits with respect to certain items associated with our acquisitions, such as transaction costs, professional fees for assistance with the transaction; valuation or integration costs; changes in the fair value of contingent consideration, gain or loss on settlement of pre-existing relationships with the acquired entity; or adjustments to purchase price. We exclude such expenses or benefits as they are related to acquisitions and have no direct correlation to the operation of our on-going business.

Restructuring, impairment charges, and gains and losses from change in fair market value of equity securities and loan receivable, and gains and losses on equity-method investments: we incur restructuring and impairment charges on individual or groups of employed assets and charges and benefits arising from gains and losses from change in fair market value of equity securities and loan receivable, and gains and losses (including impairments) on equity-method investments, which arise from unforeseen circumstances and/or often occur outside of the ordinary course of our on-going business. Although these events are reflected in our GAAP financials, these unique transactions may limit the comparability of our on-going operations with prior and future periods.

Significant litigation charges or benefits and legal costs: we may incur charges or benefits as well as legal costs in connection with litigation and other contingencies unrelated to our core operations. We exclude these charges or benefits, when significant, as well as legal costs associated with significant legal matters, because we do not believe they are reflective of on-going business and operating results.

Income tax expense: we estimate the tax effect of the excluded items identified above to determine a non-GAAP annual effective tax rate applied to the pretax amount in order to calculate the non-GAAP provision for income taxes. We also adjust for items for which the nature and/or tax jurisdiction requires the application of a specific tax rate or treatment.

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From time to time in the future, there may be other items excluded if we believe that doing so is consistent with the goal of providing useful information to investors and management.

Percentage sales growth in currency neutral amounts are calculated by translating prior period sales in each local currency using the current period’s monthly average foreign exchange rates for that currency and comparing that to current period sales.

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact on our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP in the United States. Investors should review the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this press release.

We do not provide a reconciliation of our non-GAAP financial expectations to expectations for the most comparable GAAP measure because the amount and timing of many future charges that impact these measures (such as amortization of future acquisition-related intangible assets, future acquisition-related expenses and benefits, future restructuring charges, future asset impairment charges, future valuation changes of equity-owned securities, future gains and losses on equity-method investments or future legal charges or benefits), which could be material, are variable, uncertain, or out of our control and therefore cannot be reasonably predicted without unreasonable effort, if at all.

BIO-RAD, QX600, and Droplet Digital are trademarks of Bio-Rad Laboratories, Inc.

About Bio-Rad

Bio-Rad Laboratories, Inc. (NYSE: BIO and BIO.B) is a leader in developing, manufacturing, and marketing a broad range of products for the life science research and clinical diagnostics markets. Based in Hercules, California, Bio-Rad operates a global network of research, development, manufacturing, and sales operations with approximately 7,700 employees and $2.6 billion in revenues in 2024. Our customers include universities, research institutions, hospitals, and biopharmaceutical companies, as well as clinical, food safety and environmental quality laboratories. Together, we develop innovative, high-quality products that advance science and save lives. To learn more, visit bio-rad.com.

Forward-Looking Statements

This release may be deemed to contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements we make regarding estimated future financial performance or results; remaining committed to advancing our transformation, margin expansion, commercial excellence, and long-term shareholder value creation; the anticipated acquisition of digital PCR developer Stilla Technologies furthering our planned transformation; and for the full year 2025: expecting non-GAAP, currency-neutral revenue growth of approximately 1.5 to 3.5 percent and an estimated non-GAAP operating margin of approximately 13.0 to 13.5 percent. Forward-looking statements generally can be identified by the use of forward-looking terminology such as, "expect,” "estimate," "continue," "believe," "anticipate," “target,” "will," "project," "assume," “plan,” “remain,” "may," "intend," or similar expressions or the negative of those terms or expressions, although not all forward-looking statements contain these words. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. These risks and uncertainties include reductions in government funding or capital spending of our customers; global economic and geopolitical conditions; the uncertain pace of the biopharma sector’s recovery; the challenging macroeconomic environment in China; supply chain issues; international legal and regulatory risks; our ability to develop and market new or improved products; our ability to compete effectively; foreign currency exchange fluctuations; product quality and liability issues; our ability to integrate acquired companies, products or technologies into our company successfully; changes in the healthcare industry; natural disasters and other
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catastrophic events beyond our control; the timing of the anticipated acquisition of Stilla Technologies; the possibility that various conditions to the consummation of the anticipated acquisition of Stilla Technologies may not be satisfied or waived; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing for the anticipated acquisition of Stilla Technologies; the possibility that the anticipated benefits from the anticipated acquisition of Stilla Technologies cannot be realized in the manner contemplated; and other factors beyond our control. For further information regarding the Company's risks and uncertainties, please refer to the "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company's public reports filed with the Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 to be filed with the SEC. The Company cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. Bio-Rad Laboratories, Inc. disclaims any obligation to update these forward-looking statements.

Investor Contact:
Edward Chung, Investor Relations
510-741-6104
ir@bio-rad.com

Media Contact:
Anna Gralinska, Corporate Communications
510-741-6643
cc@bio-rad.com


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Bio-Rad Laboratories, Inc.
Condensed Consolidated Statements of Income (Loss)
(In millions, except number of shares, which are reflected in thousands, and per share data)
(Unaudited)
Three Months EndedYear Ended
December 31,December 31,
 2024202320242023
Net sales$667.5 $681.2 $2,566.5 $2,671.2 
Cost of goods sold325.5 314.9 1,187.6 1,244.3 
Gross profit342.0 366.3 1,378.9 1,426.9 
Selling, general and administrative expense204.0 207.1 814.0 841.7 
Research and development expense79.6 63.9 295.9 247.4 
Income from operations58.4 95.3 269.0 337.8 
Interest expense12.2 12.3 48.9 49.4 
Foreign currency exchange gains, net(1.8)(2.0)(3.9)(7.3)
(Gains) losses from change in fair market value of equity securities and loan receivable976.5 (324.3)2,656.8 1,252.3 
Other income, net(19.6)(19.1)(90.3)(106.5)
Income (loss) before income taxes(908.9)428.4 (2,342.5)(850.1)
Benefit from (provision for) income taxes193.1 (78.7)498.3 212.8 
Net income (loss)$(715.8)$349.7 $(1,844.2)$(637.3)
Basic earnings (loss) per share:
Net income (loss) per basic share$(25.57)$12.15 $(65.36)$(21.82)
Weighted average common shares - basic27,997 28,792 28,214 29,209 
Diluted earnings (loss) per share:
Net income (loss) per diluted share$(25.57)$12.14 $(65.36)$(21.82)
Weighted average common shares - diluted27,997 28,815 28,214 29,209 



Note: As a result of the net loss for the three months ended December 31, 2024 and the years ended
December 31, 2024 and 2023, all potentially issuable common shares have been excluded from
the diluted shares used in the computation of earnings per share as their effect was anti-dilutive.
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Bio-Rad Laboratories, Inc.
Condensed Consolidated Balance Sheets
(In millions)

December 31,
2024		December 31,
2023
 (Unaudited)
Current assets: 
Cash and cash equivalents$488.1 $403.8 
Short-term investments1,176.4 1,208.9 
Accounts receivable, net452.5 489.0 
Inventories, net760.0 780.5 
Other current assets153.3 166.1 
        Total current assets3,030.3 3,048.3 
Property, plant and equipment, net528.1 529.0 
Operating lease right-of-use assets160.5 194.7 
Goodwill, net410.5 413.6 
Purchased intangibles, net293.6 320.5 
Other investments4,839.2 7,698.1 
Other assets101.9 94.9 
Total assets$9,364.1 $12,299.1 
Current liabilities:  
Accounts payable, accrued payroll and employee benefits$246.5 $284.5 
Current maturities of long-term debt1.2 0.5 
Income and other taxes payable31.2 35.8 
Other current liabilities188.9 202.0 
        Total current liabilities467.8 522.8 
Long-term debt, net of current maturities1,200.4 1,199.1 
Other long-term liabilities1,126.6 1,836.0 
Total liabilities2,794.8 3,557.9 
Total stockholders’ equity6,569.3 8,741.2 
Total liabilities and stockholders’ equity$9,364.1 $12,299.1 

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Bio-Rad Laboratories, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
 Year Ended
 December 31,
 20242023
Cash flows from operating activities:  
Cash received from customers$2,553.1 $2,684.2 
Cash paid to suppliers and employees(2,058.2)(2,240.5)
Interest paid, net(46.5)(47.5)
Income tax payments, net(99.4)(129.6)
Other operating activities106.2 108.3 
Net cash provided by operating activities455.2 374.9 
Cash flows from investing activities:
Payments for purchases of marketable securities and investments(1,276.6)(689.0)
Proceeds from sales and maturities of marketable securities and investments1,305.3 863.2 
Other investing activities(188.9)(154.0)
Net cash (used in) provided by investing activities(160.2)20.2 
Cash flows from financing activities:  
Payments on long-term debt(0.4)(0.5)
Other financing activities(218.4)(425.1)
Net cash used in financing activities(218.8)(425.6)
Effect of foreign exchange rate changes on cash9.2 0.4 
Net increase (decrease) in cash, cash equivalents and restricted cash85.4 (30.1)
Cash, cash equivalents and restricted cash at beginning of year404.4 434.5 
Cash, cash equivalents and restricted cash at end of year$489.8 $404.4 
Reconciliation of net loss to net cash provided by operating activities:  
Net loss$(1,844.2)$(637.3)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization151.6 145.9 
Reduction in the carrying amount of right-of-use assets41.2 46.5 
Losses from change in fair market value of equity securities and loan receivable2,656.8 1,252.3 
Changes in working capital(37.1)(143.4)
Other(513.1)(289.1)
Net cash provided by operating activities$455.2 $374.9 
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Bio-Rad Laboratories, Inc.
Reconciliation of GAAP financial measures to non-GAAP financial measures
(In millions, except number of shares, which are reflected in thousands, and per share data)
(Unaudited)

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including non-GAAP net income and non-GAAP diluted income per share (non-GAAP EPS), which exclude amortization of acquisition-related intangible assets; certain acquisition-related expenses and benefits; restructuring charges; asset impairment charges; gains and losses from change in fair market value of equity securities and loan receivable; gains and losses on equity-method investments; and significant legal-related charges or benefits and associated legal costs. Non-GAAP net income and non-GAAP EPS also exclude certain other gains and losses that are either isolated or cannot be expected to occur again with any predictability, tax provisions/benefits related to the previous items, and significant discrete tax events. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods.

We utilize a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of our business, in making operating decisions, forecasting and planning for future periods, and determining payments under compensation programs. We consider the use of the non-GAAP measures to be helpful in assessing the performance of the ongoing operation of our business. We believe that disclosing non-GAAP financial measures provides useful supplemental data that, while not a substitute for financial measures prepared in accordance with GAAP, allows for greater transparency in the review of our financial and operational performance. We also believe that disclosing non-GAAP financial measures provides useful information to investors and others in understanding and evaluating our operating results and future prospects in the same manner as management and in comparing financial results across accounting periods and to those of peer companies.
Three Months EndedThree Months EndedYear EndedYear Ended
December 31, 2024% of revenueDecember 31, 2023% of revenueDecember 31, 2024% of revenueDecember 31, 2023% of revenue

GAAP cost of goods sold$325.5 $314.9 $1,187.6 $1,244.3 
Amortization of purchased intangibles(4.5)(4.5)(17.9)(17.6)
Restructuring benefits (costs) (13.1)0.1 (14.8)(3.8)
Non-GAAP cost of goods sold$307.9 $310.5 $1,154.9 $1,222.9 

GAAP gross profit$342.0 51.2%$366.3 53.8%$1,378.9 53.7%$1,426.9 53.4%
Amortization of purchased intangibles4.5 4.5 17.9 17.6 
Restructuring (benefits) costs13.1 (0.1)14.8 3.8 
Non-GAAP gross profit$359.6 53.9%$370.7 54.4%$1,411.6 55.0%$1,448.3 54.2%

GAAP selling, general and administrative expense$204.0 $207.1 $814.0 $841.7 
Amortization of purchased intangibles(0.7)(1.2)(3.4)(6.1)
Acquisition related benefits (costs) — — — 4.1 
Restructuring benefits (costs) (1.5)(0.9)(5.3)(17.5)
Other non-recurring items (2)(2.1)(1.8)(6.8)(7.6)
Non-GAAP selling, general and administrative expense$199.7 $203.2 $798.5 $814.6 

10

GAAP research and development expense$79.6 $63.9 $295.9 $247.4 
Acquisition related benefits (costs)(11.7)(0.4)(12.5)14.0 
Restructuring benefits (costs) (0.1)(1.3)(1.6)(6.6)
Non-GAAP research and development expense$67.8 $62.2 $281.8 $254.8 

GAAP income from operations$58.4 8.7%$95.3 14.0%$269.0 10.5%$337.8 12.6%
Amortization of purchased intangibles5.2 5.7 21.3 23.7 
Acquisition related (benefits) costs 11.7 0.4 12.5 (18.1)
Restructuring (benefits) costs14.7 2.1 21.7 27.9 
Other non-recurring items (2)2.1 1.8 6.8 7.6 
Non-GAAP income from operations$92.1 13.8%$105.3 15.5%$331.3 12.9%$378.9 14.2%

GAAP (gains) losses from change in fair market value of equity securities and loan receivable$976.5 $(324.3)$2,656.8 $1,252.3 
Gains (losses) from change in fair market value of equity securities and loan receivable(976.5)324.3 (2,656.8)(1,252.3)
Non-GAAP (gains) losses from change in fair market value of equity securities and loan receivable$— $— $— $— 

GAAP other (income) expense, net$(19.6)$(19.1)$(90.3)$(106.5)
Gains (losses) on equity-method investments (1.3)(0.9)(4.6)(3.5)
Other non-recurring items (3)— — — 2.5 
Non-GAAP other (income) expense, net$(20.9)$(20.0)$(94.9)$(107.5)

GAAP income (loss) before income taxes$(908.9)$428.4 $(2,342.5)$(850.1)
Amortization of purchased intangibles5.2 5.7 21.3 23.7 
Acquisition related (benefits) costs 11.7 0.4 12.5 (18.1)
Restructuring (benefits) costs14.7 2.1 21.7 27.9 
(Gains) losses from change in fair market value of equity securities and loan receivable976.5 (324.3)2,656.8 1,252.3 
(Gains) losses on equity-method investments 1.3 0.9 4.6 3.5 
Other non-recurring items (2) (3)2.1 1.8 6.8 5.1 
Non-GAAP income before income taxes$102.6 $115.0 $381.2 $444.3 

GAAP benefit from (provision for) income taxes$193.1 $(78.7)$498.3 $212.8 
Income tax effect of non-GAAP adjustments (1)(214.5)53.0 (588.4)(311.9)
Non-GAAP provision for income taxes$(21.4)$(25.7)$(90.1)$(99.1)
11

GAAP net income (loss)$(715.8)(107.2)%$349.7 51.3%$(1,844.2)(71.9)%$(637.3)(23.9)%
Amortization of purchased intangibles5.2 5.7 21.3 23.7 
Acquisition related (benefits) costs11.7 0.4 12.5 (18.1)
Restructuring (benefits) costs14.7 2.1 21.7 27.9 
(Gains) losses from change in fair market value of equity securities and loan receivable976.5 (324.3)2,656.8 1,252.3 
(Gains) losses on equity-method investments 1.3 0.9 4.6 3.5 
Other non-recurring items (2) (3)2.1 1.8 6.8 5.1 
Income tax effect of non-GAAP adjustments (1)(214.5)53.0 (588.4)(311.9)
Non-GAAP net income$81.2 12.2%$89.3 13.1%$291.1 11.3%$345.2 12.9%

GAAP diluted income (loss) per share$(25.57)$12.14 $(65.36)$(21.82)
Amortization of purchased intangibles0.19 0.20 0.75 0.81 
Acquisition related (benefits) costs 0.42 0.01 0.44 (0.62)
Restructuring (benefits) costs0.52 0.07 0.77 0.95 
(Gains) losses from change in fair market value of equity securities and loan receivable34.84 (11.25)94.09 42.71 
(Gains) losses on equity-method investments 0.05 0.03 0.16 0.12 
Other non-recurring items (2) (3)0.07 0.06 0.24 0.17 
Income tax effect of non-GAAP adjustments (1)(7.65)1.84 (20.83)(10.62)
Add back anti-dilutive shares0.03 — 0.05 0.08 
Non-GAAP diluted income per share$2.90 $3.10 $10.31 $11.78 

GAAP diluted weighted average shares used in per share calculation27,997 28,815 28,214 29,209 
Shares included in non-GAAP net income per share, but excluded from GAAP net loss per share as they would have been anti-dilutive28 — 24 110 
Non-GAAP diluted weighted average shares used in per share calculation28,025 28,815 28,238 29,319 

12

Reconciliation of net income (loss) to adjusted EBITDA:
GAAP net income (loss)$(715.8)(107.2)%$349.7 51.3%$(1,844.2)(71.9)%$(637.3)(23.9)%
Interest expense12.2 12.3 48.9 49.4 
Benefit from (provision for) income taxes(193.1)78.7 (498.3)(212.8)
Depreciation and amortization39.2 37.2 151.6 145.9 
Foreign currency exchange gains, net(1.8)(2.0)(3.9)(7.3)
Other income, net(19.6)(19.1)(90.3)(106.5)
(Gains) losses from change in fair market value of equity securities and loan receivable976.5 (324.3)2,656.8 1,252.3 
Dividend from Sartorius AG— — 17.9 34.8 
Acquisition related (benefits) costs11.7 0.4 12.5 (18.1)
Restructuring (benefits) costs14.7 2.1 21.7 27.9 
Other non-recurring items (2) 2.1 1.8 6.8 7.6 
Adjusted EBITDA$126.1 18.9%$136.8 20.1%$479.5 18.7%$535.9 20.1%

(1) Excluded items identified in the reconciliation schedule are tax effected by application of a non-GAAP effective tax rate. The non-GAAP tax provision is adjusted for items, the nature of which and/or tax jurisdiction requires the application of a specific tax rate or treatment.

(2) Incremental costs to comply with the European Union's In Vitro Diagnostics Regulation ("IVDR") for previously approved products.

(3) Gain from the release of an escrow for the acquisition in 2021 (2023).

2025 Financial Outlook

Forecasted non-GAAP operating margin excludes 87 basis points related to amortization of purchased intangibles. Forecasted non-GAAP operating margin does not reflect future gains and charges that are inherently difficult to predict and estimate due to their unknown timing, effect and/or significance, such as foreign currency fluctuations, future gains or losses associated with certain legal matters, acquisitions and restructuring activities. We do not provide a reconciliation of our non-GAAP financial expectations to expectations for the most comparable GAAP measure because the amount and timing of many future charges that impact these measures (such as amortization of future acquisition-related intangible assets, future acquisition-related expenses and benefits, future restructuring charges, future asset impairment charges, future valuation changes of equity-owned securities, future gains and losses on equity-method investments or future legal charges or benefits), which could be material, are variable, uncertain, or out of our control and therefore cannot be reasonably predicted without unreasonable effort, if at all.
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picture1a.jpg
Exhibit 99.2

Press Release

Bio-Rad Offers to Acquire Digital PCR Developer Stilla Technologies

Transaction To Complement Bio-Rad’s Existing Digital PCR Portfolio and Accelerate Development of Next-Generation Digital PCR Solutions

HERCULES, Calif. — [BUSINESS WIRE] - February 13, 2025 — Bio-Rad Laboratories, Inc. (NYSE: BIO and BIO.B), a global leader in life science research and clinical diagnostics products, today announced that the company has entered into a binding offer to purchase all equity interests in Stilla Technologies (“Stilla”). The acquisition remains subject to consultation with relevant employee representatives, regulatory approvals, and other customary closing conditions, and is expected to close by the end of the third quarter of 2025.
With operations in France and the U.S., Stilla develops and markets next-generation digital PCR instruments, consumables, and assays. The company’s Nio® family of all-in-one digital PCR systems aids the development of a wide range of genetic tests and molecular assays across multiple applications including liquid biopsy for oncology diagnostics, cell and gene therapy, organ transplant testing, infectious diseases, and food and environmental testing.

"Stilla’s next-generation digital PCR solutions would make a compelling and complementary addition to Bio-Rad’s best-in-class digital PCR portfolio,” said Norman Schwartz, CEO of Bio-Rad Laboratories. “Once closed, the acquisition will support our strategy to further expand our business into applied research and clinical diagnostics where customers expect a higher degree of automation and throughput capabilities.”

Jim Barry, EVP and President of Bio-Rad’s Life Science Group, added, “Together with our planned launch of Bio-Rad’s QX Continuum™ system, the Stilla platform would allow us to serve the full range of digital PCR applications and help us meet the evolving needs of customers in genomics research and applied science.”

Rémi Dangla, CEO of Stilla Technologies, stated, “We are thrilled with the prospect of joining Bio-Rad, a leader in the field of digital PCR. With Stilla’s passion for product development and Bio-Rad’s extensive life science expertise, operational excellence, and global reach, together we can bring substantial value to the work of applied research and biopharma customers around the globe.”

BIO-RAD and QX Continuum are trademarks of Bio-Rad Laboratories, Inc., Nio is a trademark of Stilla Technologies SAS.

About Bio-Rad

Bio-Rad Laboratories, Inc. (NYSE: BIO and BIO.B) is a leader in developing, manufacturing, and marketing a broad range of products for the life science research and clinical diagnostics markets. Based in Hercules, California, Bio-Rad operates a global network of research, development, manufacturing, and sales operations with approximately 7,700 employees, and $2.6 billion in revenues in 2024. Our customers include universities, research institutions, hospitals, and biopharmaceutical companies, as well as clinical, food safety and environmental quality laboratories. Together, we develop innovative, high-quality products that advance science and save lives. To learn more, visit www.bio-rad.com.



1

Bio-Rad Forward-Looking Statements

This release may be deemed to contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements we make regarding our offer to acquire Stilla Technologies. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "plan", "believe," "expect," "anticipate," "may," "will," "intend," "estimate," "continue," or similar expressions or the negative of those terms or expressions, although not all forward-looking statements contain these words. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. These risks and uncertainties include, but are not limited to, the timing of the proposed transaction; the possibility that various conditions to the consummation of the proposed transaction may not be satisfied or waived; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the effects of disruption from the proposed transaction and the impact of the announcement and pendency of the proposed transaction on Stilla Technologies’ business; the possibility that the anticipated benefits from the proposed transaction cannot be realized in the manner contemplated; the ability to successfully integrate the acquired business into the Company’s operations; the planned launch of our QX Continuum system; and other factors beyond the control of the Company and/or Stilla Technologies. For further information regarding our risks and uncertainties, please refer to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operation" in Bio-Rad's public reports filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Bio-Rad cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. We disclaim any obligation to update these forward-looking statements.

Bio-Rad Investor Contact:
Edward Chung, Investor Relations
510-741-6104
ir@bio-rad.com

Bio-Rad Media Contact:
Anna Gralinska, Corporate Communications
510-741-6643
cc@bio-rad.com


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v3.25.0.1
Document and Entity Information Document
Feb. 07, 2025
Entity Information [Line Items]  
Entity Central Index Key 0000012208
Entity Emerging Growth Company false
Written Communications false
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date Feb. 07, 2025
Entity Registrant Name BIO-RAD LABORATORIES, INC.
Entity File Number 1-7928
Entity Tax Identification Number 94-1381833
Entity Address, Address Line One 1000 Alfred Nobel Dr.
Entity Address, City or Town Hercules
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94547
City Area Code 510
Local Phone Number 724-7000
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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Common Class A [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class A Common Stock, Par Value $0.0001 per share
Trading Symbol BIO
Security Exchange Name NYSE
Common Class B [Member]  
Entity Information [Line Items]  
Title of 12(b) Security Class B Common Stock, Par Value $0.0001 per share
Trading Symbol BIO.B
Security Exchange Name NYSE
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