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Bio-Reference Laboratories, Inc. Announces Agreement to Acquire Gene-Based Testing Laboratory, Third Quarter Results and Reaffirms Guidance for Year; Company Signals Major Initiative into Gene-Based Testing by Acquiring GeneDx.


ELMWOOD PARK Elmwood Park, village (1990 pop. 23,206), Cook co., NE Ill., a suburb of Chicago; inc. 1914. It is chiefly residential. , N.J. -- Bio-Reference Laboratories, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: BRLI BRLI Bio Rad Laboratories Inc ) (Except for GeneDx or Per Share Data or where otherwise noted, Numbers are in Thousands) announced it has executed a Purchase Agreement for the acquisition of GeneDx, a gene-based testing laboratory located in Gaithersburg, MD and released its third quarter, fiscal year 2006 earnings today for the three months ending July 31.

Marc Grodman, M.D., CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of BRLI, stated, "We executed an Agreement today for the acquisition of GeneDx. The Closing, expected to be completed within the next two to three weeks, is subject to the obtaining of certain consents. This acquisition, when consummated, will represent a major new initiative for our company. We believe GeneDx is the country's leading laboratory for the diagnosis of rare and complex genetic disorders The following is a list of genetic disorders and their origins. Beside most disorders is a code that indicates the type of fertilization and the chromosome involved.
  • P - Point mutation, or any insertion/deletion entirely inside one gene
; it is a pure genetics laboratory that is actually run by geneticists This is a list of people who have made notable contributions to genetics. The growth and development of genetics represents the work of many people. This list of geneticists is therefore by no means complete. Contributors of great distinction to genetics are not yet on the list. . DNA sequencing DNA sequencing

The determination of the sequence of nucleotides in a sample of DNA.
 is the current gold standard of genetic testing Genetic Testing Definition

A genetic test examines the genetic information contained inside a person's cells, called DNA, to determine if that person has or will develop a certain disease or could pass a disease to his or her offspring.
 and GeneDx with its expansive and, what we believe to be, unrivaled roster of testing holds a preeminent pre·em·i·nent or pre-em·i·nent  
adj.
Superior to or notable above all others; outstanding. See Synonyms at dominant, noted.



[Middle English, from Latin prae
 position in this diagnostic testing Diagnostic testing
Testing performed to determine if someone is affected with a particular disease.

Mentioned in: Von Willebrand Disease
 area. Sherri Bale, Ph.D., and John Compton
For the English footballer with the same name, see John Compton (footballer)


Sir John George Melvin Compton, KBE (April 29, 1925 – September 7, 2007) was the Prime Minister of Saint Lucia in 1979, from 1982 to 1996, and from 2006 until his
, Ph.D., are geneticists who worked at the National Institutes of Health (NIH "Not invented here." See digispeak.

NIH - The United States National Institutes of Health.
) until 2000 when they left to start GeneDx. They and their company have built an outstanding reputation over the last six years for innovation, creativity and commercial success. They are leaders in their field and they have agreed to bring that leadership, innovation and success to BRLI. Genetic testing has become a critical component to many aspects of the clinical laboratory. The knowledgebase related to the genetics of human disease has exploded in recent years; There has, however, been a disconnect disconnect - SCSI reconnect  in bringing these new methodologies and scientific breakthroughs into clinical practice. As we expand from the diagnosis of rare diseases to the diagnosis of the genetic variants of more common diseases, GeneDx brings to BRLI the expertise and capability to become a leader in this movement. From our base as a regional laboratory, BRLI has built focused markets where we can excel. We have done this in hematopathology, correctional health care and informatics Same as information technology and information systems. The term is more widely used in Europe. . We have stated for some time now that we have been searching for our next focused market; we are very excited to be working with Sherri and John as we move to the forefront of the genetics' revolution.

"GeneDx had revenues last year that were just short of $5 Million with EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  margins that surpassed 30%. This year the company has seen an increase in revenues of over 35% with equally strong EBITDA margins. The purchase price will be as much as $17 Million if all contingencies and goals are achieved. We believe that this will be accretive to BRLI by at least $.01 per share this fiscal year and at least $.06 per share during our next fiscal year.

"We also are using this time to announce our third quarter results. Sometimes events coincide and, given the importance of this acquisition to our future growth and the usual anticipation about our financial results, we felt that it was inappropriate to discuss one event without the other."

The Company recorded current quarter revenues of $49,026, the best ever quarter in terms of revenues in corporate history and an increase of 15% over the $42,723 recorded in the third quarter, fiscal year 2005. Net income after taxes in Q3FY06 were $3,679 resulting in fully diluted earnings per share diluted earnings per share

An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of
 (EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. ) of $.27, up 48% from the prior fiscal year second quarter net income after taxes of $2,493 and EPS of $.19. Gross profits on revenues for the current quarter were $24,343 resulting in a margin for gross profit on revenues of 50%, versus the $21,170 reported for the prior fiscal year third quarter, which was also 50%. Revenue per patient for the third quarter of the current fiscal year was $61.60, an increase of 8% over the $57.17 reported for the same quarter of the prior fiscal year. The number of patients served increased 6% to 783 in the current quarter from the prior year second quarter total of 737. Esoteric es·o·ter·ic  
adj.
1.
a. Intended for or understood by only a particular group: an esoteric cult. See Synonyms at mysterious.

b.
 business for the Company was 39% of revenues for the third quarter of the current fiscal year.

Nine month revenues increased to $139,133, an increase of 16% over the same period revenues of $119,607 in the prior fiscal year. Net income after taxes for the first nine months of the current year was $7,580 resulting in an EPS of $.56; this was an increase of 56% from the prior year same period net income after taxes of $4,845 which resulted in an EPS of $.37. The Company reported gross profit on revenues for the current nine month period of $68,455, resulting in a margin for gross profit on revenues of just over 49% compared to the prior year same period of $58,303 which resulted in a margin of just under 49%. The number of patients served increased 9% to 2,285 in the first nine months of the current year from the prior year same period total of 2,104.

Dr. Grodman commented, "We continued to enjoy our sustained 15-20% growth rate this quarter, albeit at the lower end of that range. During certain weeks in June and July, our activities were less than those of other weeks, perhaps related to record breaking heat in the NorthEast or unrelated economic conditions. We saw unusually low volume toward the end of June and especially early July. The slower weeks' activity was not skewed skewed

curve of a usually unimodal distribution with one tail drawn out more than the other and the median will lie above or below the mean.

skewed Epidemiology adjective Referring to an asymmetrical distribution of a population or of data
 toward any one segment of our business, and we have enjoyed resumption RESUMPTION. To reassume; to promise again; as, the resumption of payment of specie by the banks is general. It also signifies to take things back; as the government has resumed the possession of all the lands which have not been paid for according to the requisitions of the law, and the  of our strong growth trends toward the end of quarter. We have continued to grow and set up new accounts. Our Woman's Health Initiative continues to gain traction. Now that the summer months are coming to a close, we have seen firming of our revenues and the continued stabilization Stabilization

The action undertakes a country when it buys and sells its own currency to protect its exchange value.
Actions registered competitive traders undertake by on the NYSE to meet the exchange requirement that 75% of their traded be stabilizing, meaning that sell orders
 of our expenses. Based on our nine-month volume, results and current business, we affirm our guidance for the year of at least 15% revenue growth and 40% increase in operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
."

Dr. Grodman further noted: "The increase of our stock price over the past few months resulted in the exercise of a number of stock options; this, in turn, created a tax benefit, lowering our tax rate for the current third quarter to 25% and thereby boosting our net income. At this time we expect that the tax rate for the fourth quarter will be somewhere around 32%."

Concerning GeneDx, Dr. Sherri Bale stated: "We have seen our business grow dramatically over the past six years. Before we left the NIH, we knew that there would be a huge demand for the services that we established GeneDx to provide. We have been in discussions with BRLI for some time now and we are absolutely certain that together with BRLI we can make a difference in gene-based testing. We need the support and strength that BRLI has agreed to offer us in order to take our business to the next plateau. Every day there are new developments, new discoveries and new needs for the testing that we perform. BRLI will enable John and me to focus on our core expertise: genetics. Our discussions with BRLI over the last few months have been encouraging and enlightening en·light·en  
tr.v. en·light·ened, en·light·en·ing, en·light·ens
1. To give spiritual or intellectual insight to:
. We believe that together we will be able to lead the diagnostic market into the new era of gene-based testing."

Dr. John Compton added: "Sherri and I have developed a reputation for expertise and professionalism. We would never have considered joining forces with anyone that did not share that same interest in quality and excellence. Dr. Grodman and the entire BioReference team have demonstrated tremendous insight into and concern for the science of genetics. They clearly recognize what Sherri and I believe in: the next revolution of diagnostic testing will be led by gene-based clinical testing. We are pioneers in a new frontier New Frontier

President John F. Kennedy’s legislative program, encompassing such areas as civil rights, the economy, and foreign relations. [Am. Hist.: WB, K:212]

See : Aid, Governmental
 of science and we believe that BRLI will be a great partner in exploring this new world."

Dr. Grodman observed: "BRLI is a great company with a strong vision and compelling corporate culture. For several years, we have been searching for a next venture that will propel pro·pel  
tr.v. pro·pelled, pro·pel·ling, pro·pels
To cause to move forward or onward. See Synonyms at push.



[Middle English propellen, from Latin
 us forward the way our focused marketing efforts in hematopathology, correctional healthcare and informatics have done. We have believed for some time that gene-based testing is that next market. We have traveled far and wide searching for the right opportunity and we knew that it was GeneDx immediately when we first met with the principals. We will only get involved with companies that have the same standards of excellence, professionalism and desire to grow that we have made the core of all of our corporate endeavors. GeneDx was an immediate match and we have pursued the opportunity relentlessly since our first meeting. We intend to leverage what John and Sherri have begun into the industry leader that we have become in our other franchise opportunities. Each segment of our total corporate package has been purposefully pur·pose·ful  
adj.
1. Having a purpose; intentional: a purposeful musician.

2. Having or manifesting purpose; determined: entered the room with a purposeful look.
 crafted into a segment leader and our hope is that GeneDx will enable us to imprint im·print  
tr.v. im·print·ed, im·print·ing, im·prints
1. To produce (a mark or pattern) on a surface by pressure.

2. To produce a mark on (a surface) by pressure.

3.
 the entire industry as it gravitates more and more toward gene-based testing."

The Company's third quarter earnings conference call has been re-scheduled to take place this afternoon, August 29th, 2006 at 4:00 p.m. Eastern Standard Time. The live audio Web cast will be available at the Company's corporate Web site, www.bioreference.com and through www.streetevents.com. To listen to the call please go to either Web site ten minutes before the conference call is scheduled to begin. You will need to register as well as download and install any necessary audio software. The Web cast will be archived, on both Web sites, for 30 days following the call.

About Bio-Reference Laboratories, Inc.

The Company is the largest independent regional clinical laboratory in the Northeast and has major market positions in physician offices, nursing homes and correctional institutions Noun 1. correctional institution - a penal institution maintained by the government
detention camp, detention home, detention house, house of detention - an institution where juvenile offenders can be held temporarily (usually under the supervision of a juvenile
. The Company is a full service clinical laboratory with specialty capability, especially in the areas of genomics, oncology oncology /on·col·o·gy/ (ong-kol´ah-je) the sum of knowledge regarding tumors; the study of tumors.

on·col·o·gy
n.
, correctional health, and complimentary medicine. PSIMedica, a business unit of the Company, is a clinical knowledge management (CKM CKM Cabibbo-Kobayashi-Maskawa (quark mixing matrix)
CKM Certified Knowledge Manager (trademark of Hudson Associates Consulting, Inc.
) organization offering an array of information solutions for reducing healthcare costs and improving quality performance that are based on a flexible, scalable software analytical engine A programmable calculator designed by British scientist Charles Babbage. After his Difference Engine failed its test in 1833, Babbage started the design of the Analytical Engine in 1834.  that utilizes all available source information, including claims data, enrollment data, prescription data and laboratory data. The Company provides a comprehensive connectivity solution to physicians as well as other laboratories, which includes laboratory reporting and ordering, as well as laboratory to physician communications and cumulative reporting, through CareEvolve, its web-based healthcare portal.
Bio-Reference Laboratories, Inc.
                       Statements of Operations
             (Dollars in Thousands Except Per Share Data)
                              (Unaudited)

                         Three Months Ended      Nine Months Ended
                              July 31                 July 31
                          2006        2005        2006       2005

Net Revenues             $49,026     $42,723    $139,133    $119,607
--------------------- ----------- ----------- ----------- -----------
Cost of Sales             24,683      21,553      70,678      61,304
--------------------- ----------- ----------- ----------- -----------
Gross Profit on
 Revenues                $24,343     $21,170     $68,455     $58,303
--------------------- ----------- ----------- ----------- -----------
General and
 Administrative           19,567      17,159      57,240      50,145
--------------------- ----------- ----------- ----------- -----------
Operating Income          $4,776      $4,011     $11,215      $8,158
--------------------- ----------- ----------- ----------- -----------
Other Expense, Net           317         296         859         828
--------------------- ----------- ----------- ----------- -----------
Income Before Taxes       $4,459      $3,715     $10,356      $7,330
--------------------- ----------- ----------- ----------- -----------
Taxes                        780       1,222       2,776       2,485
--------------------- ----------- ----------- ----------- -----------
Net Income                $3,679      $2,493      $7,580      $4,845
--------------------- ----------- ----------- ----------- -----------
Income Per Share            $.28        $.19        $.58        $.38
--------------------- ----------- ----------- ----------- -----------
Number of Shares       13,056,367 12,786,700  13,025,376  12,706,312
--------------------- ----------- ----------- ----------- -----------
Income Per Share
 (Diluted)                  $.27        $.19        $.56        $.37
--------------------- ----------- ----------- ----------- -----------
Number of Shares
 (Diluted)            13,511,914  13,162,130  13,429,318  13,093,673
--------------------- ----------- ----------- ----------- -----------


                   Bio-Reference Laboratories, Inc.
                             Balance Sheet
                        (Dollars in Thousands)
                              (Unaudited)

                                                  July 31, October 31,
                                                      2006     2005

Cash & Cash Equivalents                              $8,222   $6,681
-------------------------------------------------- --------- --------
Accounts Receivable (Net)                            61,743   40,952
-------------------------------------------------- --------- --------
Plant, Property & Equipment (Net)                    11,475    9,276
-------------------------------------------------- --------- --------
Intangible Assets (Net)                              11,549   10,628
-------------------------------------------------- --------- --------
Other Assets                                          8,279    4,614
-------------------------------------------------- --------- --------
Total                                              $101,268  $72,151
-------------------------------------------------- --------- --------

-------------------------------------------------- --------- --------
Accounts Payable                                    $14,563  $10,801
-------------------------------------------------- --------- --------
Revolving Note                                       16,398   10,333
-------------------------------------------------- --------- --------
Long-Term Debt                                        3,545    4,520
-------------------------------------------------- --------- --------
Other Liabilities                                     7,609    5,824
-------------------------------------------------- --------- --------
Shareholder's Equity                                 59,153   40,673
-------------------------------------------------- --------- --------
Total                                              $101,268  $72,151
-------------------------------------------------- --------- --------


Statements included in this release that are not historical in nature, are intended to be, and are hereby identified as "forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
". Statements looking forward in time are included in this release pursuant to the "safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Such statements involve known and unknown risks and uncertainties that may cause the Company's actual results in future periods to be materially different from any future performance suggested herein.

www.bioreference.com
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Aug 29, 2006
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