Business Context and Reporting Period
Company: BIO-RAD LABORATORIES, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: March 19, 2018 (Event Date)
Reporting Period: Fiscal Year Ended December 31, 2017 (Subject of delayed filing)
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document addresses a regulatory compliance issue regarding the delayed submission of the Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Material Changes and Events
- Listing Compliance Notice: On March 19, 2018, the Company received a notice from the New York Stock Exchange (NYSE) stating it is not in compliance with continued listing requirements (Section 802.01E) due to the failure to timely file its 2017 Form 10-K.
- Reason for Delay: The delay is attributed to the independent registered public accounting firm requiring additional time to complete the audit of 2017 financial statements. This includes an assessment of internal controls over financial reporting related to the Company's April 2017 conversion to a new ERP system and business structure for a substantial portion of its European operations.
- Previous Disclosures: The Company previously filed a Form 12b-25 on March 2, 2018, and a Form 8-K on March 16, 2018, regarding the inability to meet the original and extended filing deadlines.
Guidance, Outlook, and Risks
- Compliance Timeline: Under NYSE rules, the Company has six months from the original due date to file the 2017 Form 10-K to regain compliance. Failure to file within this period may result in the NYSE allowing listing for up to an additional six months at its discretion, or commencing delisting proceedings.
- Management Intent: The Company intends to file the 2017 Form 10-K as promptly as possible after the audit is completed.
- Risks and Uncertainties: The filing contains forward-looking statements regarding the timing of the audit completion and filing. The Company cautions that actual timing could vary materially from current expectations due to known and unknown risks.
Investor Verification Checklist
- Verify the status of the audit completion for the fiscal year ended December 31, 2017.
- Monitor the Company's ability to file the 2017 Form 10-K within the six-month grace period provided by the NYSE to avoid delisting proceedings.
- Review the upcoming Form 10-K once filed for details on the impact of the ERP system conversion on internal controls and financial results.
- Check for any subsequent press releases or 8-K filings regarding the resolution of the listing compliance issue.