Business Context and Reporting Period
Bio-Rad Laboratories, Inc. filed this Form 8-K on March 16, 2018, to report an inability to meet the extended filing deadline for its Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Key Financial Metrics
This filing is a current report regarding a filing delay and does not contain specific financial data. Revenue, profit, cash flow, margins, debt, and liquidity figures for the 2017 fiscal year are not provided in this document.
Material Changes and Events
- Filing Delay: The Company previously filed a Form 12b-25 to extend its 2017 Form 10-K deadline to March 16, 2018. It now states it cannot file by this date.
- Internal Control Deficiencies: Following an April 2017 ERP system conversion for European operations, the Company identified a material weakness in September 2017 regarding data migration and period recording errors.
- Effectiveness of Controls: Although management believed remediation controls were implemented by December 31, 2017, additional internal control deficiencies were identified during the assessment. Consequently, internal control over financial reporting was deemed not effective as of December 31, 2017.
- Audit Status: On March 14, 2018, the independent auditor, KPMG LLP, notified management that additional time was required to complete the audit of the 2017 financial statements and the assessment of internal controls.
Guidance, Outlook, and Risks
The Company intends to complete the filing of its 2017 Form 10-K as promptly as possible following the completion of the audit. The primary risk disclosed is the continued ineffectiveness of internal controls over financial reporting due to the ERP conversion issues, which necessitates further audit review.
Investor Verification Checklist
- Verify the final filing date of the 2017 Form 10-K once the audit is complete.
- Review the upcoming 10-K for the specific financial impact of the data migration errors and period recording issues.
- Monitor the Company's progress in remediating the identified internal control deficiencies.
- Check for any restatements of prior period financial results resulting from the audit findings.