This document consists of 16
pages of which this page
is number 1.
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-11250
DIONEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2647429
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1228 Titan Way, Sunnyvale, California 94086
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 737-0700
NONE
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO_____
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of February 9, 1996:
CLASS NUMBER OF SHARES
Common Stock 12,959,876
<PAGE>
DIONEX CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS Page
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 1995 and June 30, 1995............... 3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended December 31, 1995 and 1994..... 4
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended December 31, 1995 and 1994....... 5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended December 31, 1995 and 1994....... 6-7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS........................................ 8-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............. 11-14
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................... 15
SIGNATURES................................................... 16
2
<PAGE>
<TABLE>
DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
- -------------
December 31, June 30,
ASSETS 1995 1995
(unaudited)
<S> <C> <C>
Current assets:
Cash and equivalents (including invested cash
of $22,369 at December 31, 1995 and $31,479
at June 30, 1995)...........................$ 28,910 $ 36,165
Temporary cash investments................... 14,549 13,382
Accounts receivable (net of allowance for
doubtful accounts of $452 at December 31, 1995
and $486 at June 30, 1995).................. 26,780 27,767
Inventories.................................. 8,602 9,125
Deferred tax benefits........................ 6,037 5,626
Prepaid expenses and other................... 977 1,346
Total current assets.................. 85,855 93,411
Property, plant and equipment, net............. 32,645 33,347
Other assets .................................. 6,070 5,022
$124,570 $131,780
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks.......................$ 1,558 $ 2,118
Accounts payable............................. 3,809 3,773
Accrued liabilities.......................... 14,209 14,016
Income taxes payable......................... 1,661 3,448
Accrued product warranty..................... 2,967 2,807
Total current liabilities............. 24,204 26,162
Long-term debt................................. 77 86
Deferred taxes................................. 1,413 1,661
Stockholders' equity:
Preferred stock (par value $.001 per share;
1,000,000 shares authorized; none
outstanding)............................... - -
Common stock (par value $.001 per share;
20,000,000 shares authorized; outstanding:
13,175,256 shares at December 31, 1995 and
13,713,962 shares at June 30, 1995)........ 32,369 32,398
Retained earnings............................ 65,439 70,426
Accumulated translation adjustments.......... 406 1,047
Unrealized gain on securities................ 662 -
Total stockholders' equity............ 98,876 103,871
$124,570 $131,780
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
<TABLE>
DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
(In thousands, except per share amounts)
- ------------------
1995 1994
(unaudited)
<S> <C> <C>
Net sales................................... $34,010 $30,624
Cost of sales............................... 10,515 10,017
Gross profit................................ 23,495 20,607
Operating expenses:
Selling, general and administrative....... 11,854 10,873
Research and product development.......... 2,987 2,528
Total operating expenses............... 14,841 13,401
Operating income............................ 8,654 7,206
Interest income............................. 550 546
Interest expense............................ (18) (32)
Income before taxes on income............... 9,186 7,720
Taxes on income............................. 3,192 2,682
Net income.................................. $ 5,994 $ 5,038
Net income per common and equivalent share.. $ .43 $ .34
Common and equivalent shares used in
computing per share amounts............... 13,910 14,834
</TABLE>
All share and per share amounts have been adjusted to reflect the
2-for-1 split of the Company's common stock effective
December 29, 1995.
See notes to condensed consolidated financial statements.
4
<PAGE>
<TABLE>
DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
(In thousands, except per share amounts)
- ------------------
1995 1994
(unaudited)
<S> <C> <C>
Net sales................................... $64,066 $57,668
Cost of sales............................... 20,183 18,784
Gross profit................................ 43,883 38,884
Operating expenses:
Selling, general and administrative....... 23,276 21,249
Research and product development.......... 5,671 4,991
Write-off of goodwill..................... - 2,168
Total operating expenses............... 28,947 28,408
Operating income............................ 14,936 10,476
Other income................................ - 4,130
Interest income............................. 1,113 1,035
Interest expense............................ (46) (81)
Income before taxes on income............... 16,003 15,560
Taxes on income............................. 5,561 6,320
Net income.................................. $10,442 $ 9,240
Net income per common and equivalent share.. $ .75 $ .61
Common and equivalent shares used in
computing per share amounts............... 13,999 15,069
</TABLE>
All share and per share amounts have been adjusted to reflect the
2-for-1 split of the Company's common stock effective
December 29, 1995.
See notes to condensed consolidated financial statements.
5
<PAGE>
<TABLE>
DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
(In thousands)
- ------------------
1995 1994
(unaudited)
<S> <C> <C>
Cash and equivalents provided by (used for):
Cash flows from operating activities:
Net income...................................... $10,442 $ 9,240
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................. 1,621 1,216
Deferred taxes................................ (1,011) (528)
Write-off of goodwill......................... - 2,168
Changes in assets and liabilities:
Accounts receivable......................... (934) 1,668
Inventories................................. 138 (134)
Prepaid expenses and other assets........... 333 (109)
Accounts payable............................ 148 (665)
Accrued liabilities......................... 103 100
Income taxes payable........................ (1,758) 1,241
Accrued product warranty.................... 203 102
Net cash provided by operating activities....... 9,285 14,299
Cash flows from investing activities:
Purchase of temporary cash investments........ (16,749) (7,016)
Proceeds from sales and maturities of temporary
cash investments............................ 15,582 -
Purchase of property, plant and equipment..... (994) (1,176)
Other......................................... (196) 138
Net cash used for investing activities.......... (2,357) (8,054)
Cash flows from financing activities:
Net change in notes payable to banks.......... (195) 500
Sale of common stock.......................... 1,544 807
Repurchase of common stock.................... (17,002) (20,730)
Other......................................... (186) 159
Net cash used for financing activities.......... (15,839) (19,264)
Effect of exchange rate changes on cash......... 1,656 (105)
Net decrease in cash and equivalents............ (7,255) (13,124)
Cash and equivalents, beginning of period....... 36,165 47,177
Cash and equivalents, end of period............. $28,910 $34,053
(continued)
</TABLE>
6
<PAGE>
<TABLE>
DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
(In thousands)
- ------------------
1995 1994
(unaudited)
<S> <C> <C>
(continued)
Supplemental disclosures of cash flow information:
Income taxes paid............................ $8,005 $ 5,606
Interest paid................................ $ 45 $ 79
</TABLE>
See notes to condensed consolidated financial statements.
7
<PAGE>
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ------------------
1. Basis of Presentation
The condensed consolidated financial statements included herein
have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company
believes the disclosures which are made are adequate to make the
information presented notmisleading. It is suggested that these
condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and the
notes thereto included in the Company's Annual Report to
Stockholders for the fiscal year ended June 30, 1995.
The unaudited condensed consolidated financial statements
included hereinreflect all adjustments (which include only
normal, recurring adjustments) which are, in the opinion of
management, necessary to state fairly the results for the periods
presented. The results for such periods are not necessarily
indicative of the results to be expected for the entire fiscal
year ending June 30, 1996.
8
<PAGE>
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ------------------
2. Investments
The Company adopted Statement of Financial Accounting Standards
No. 115 (SFAS No. 115) "Accounting for Certain Investments in
Debt and Equity Securities", effective July 1, 1994. The
Company has classified its existing short-term investments as
"held to maturity" securities; and the carrying value has been
reported at amortized cost.
In November 1995, Molecular Devices Corporation (MDC), a company
in which Dionex has had an investment since 1989, held its
initial public offering. Subsequent to the initial offering of
MDC, the stock is traded on a nationally recognized exchange and
has a readily determinable market value. Accordingly the
investment is classified as an "available for sale" security
accounted for at fair value. The Company's investment in MDC has
been reported at fair value of $4,016,000 compared to a
historical cost of $3,002,000. The unrealized gain of
$1,014,000 is reported as a separate component of stockholder's
equity, net of deferred taxes.
The Company's investment in MDC is included with other
noncurrent assets, consistent with the Company's investment
strategy.
3. Inventories
Inventories consist of (in thousands):
<TABLE>
December 31, June 30,
1995 1995
(unaudited)
<S> <C> <C>
Finished goods $3,847 $3,732
Work in process 1,681 2,153
Raw materials and subassemblies 3,074 3,240
$8,602 $9,125
</TABLE>
9
<PAGE>
DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
- ------------------
4. Income Taxes
The effective income tax rate for the first half of fiscal 1996
was 34.8% compared with 40.6% in the first half of fiscal 1995.
The rate in fiscal 1995 was higher due to the write-off of
goodwill which was not deductible forincome tax purposes.
5. Net Income Per Share
Net income per common and equivalent share is computed by
dividing net income by the weighted average number of common
shares and dilutive common share equivalents outstanding during
each period. The difference between primary and fully diluted
net income per share is not significant in any period.
6. Stock Split
In November 1995, the Company's Board of Directors approved a
2-for-1 split of the Company's common stock, effective on
December 29, 1995 for shareholders of record on December 4,
1995. All share and per share amounts have been restated to
reflect the stock split.
7. Common Stock Repurchases
During the first half of fiscal 1996, the Company repurchased
651,800 shares of its common stock on the open market compared
with 1,141,756 shares repurchased in the first half of the
previous fiscal year.
10
<PAGE>
DIONEX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Three Months Ended December 31, 1995 and 1994
Net sales for the second quarter of fiscal 1996 were $34.0 million,
an increase of 11% from the $30.6 million reported in the second
quarter of fiscal 1995. This increase reflects continued growth in
the Company's international markets. Demand for the Company's
products in North America remained weak in the second quarter. Had
currency rates been the same as in last year's second quarter, sales
growth would have been 9%.
Gross margin for the second quarter of fiscal 1996 was 69.1%, up 1.8%
from the 67.3% reported for the same period last year. The increase
in gross margin was due primarily to a higher percentage of shipments
in the Company's direct sales subsidiaries. There were no
significant selling price changes between these periods.
Operating expenses of $14.8 million for the second quarter of fiscal
1996 were up 11% compared with the $13.4 million reported in the
same period a year ago. As a percent of sales, operating expenses
were 44%, unchanged from the second quarter of fiscal 1995. Selling,
general and administrative (SG&A) expenses increased 9% to $11.9
million in the second quarter of fiscal 1996. This increase was due
primarily to increased personnel costs and higher international sales
expense primarily reflecting the effect of currency fluctuations.
Research and development (R&D) costs of $3.0 million were up 18%
compared with $2.5 million in the same period last year. The
increase in R&D is due to greater personnel and material costs
associated with several product development programs. The level of
R&D spending varies depending on both the breadth of the Company's
R&D efforts and the stage of specific product development.
In the second quarter of fiscal 1996, interest income was virtually
unchanged at $550,000 compared with $546,000 in the same period last
year. Higher yields were offset by lower average cash balances.
Interest expense declined 44% due to lower interest rates on bank
borrowings by the Company's foreign subsidiaries.
11
<PAGE>
The effective tax rate for the second quarter of fiscal 1996 was
34.8% and was substantially unchanged from the rate in the same
period last year.
Net income per share increased 26% to $.43 in the second quarter of
fiscal 1996 due to higher net income and the favorable impact of the
Company's stock repurchase programs.
Results of Operations - Six months ended December 31, 1995 and 1994
Net sales in the first half of fiscal 1996 increased 11% to $64.1
million compared with $57.7 million in the same period a year ago.
The first half reflects solid growth in the Company's international
markets and continued sluggish demand in the Company's North American
markets. Currency fluctuations favorably impacted sales growth by 3%
in the first half of fiscal 1996.
Gross margin for the first half of fiscal 1996 was 68.5%, an increase
from gross margin of 67.4% reported in the same period last year.
The increase in gross margin was due primarily to a higher percentage
of shipments in the Company's direct sales subsidiaries and favorable
currency fluctuations. There were no significant selling price
changes betweeen these periods.
Operating expenses increased 2% to $28.9 million from the $28.4
million reported in the first half of fiscal 1995. The operating
expenses for the first half of fiscal 1995 included a $2.2 million
non-recurring charge for the write-off of the remaining goodwill that
resulted from the 1988 acquisition of Lee Scientific, Inc. The
Company determined that the goodwill was not recoverable through
future operations of the business acquired. Excluding the
non-recurring charge, operating expenses increased 10% in the first
half of fiscal 1996 from the same period in the prior year.
Operating expenses were 45% of sales in the first half of fiscal 1996
compared with 49% of sales, 46% excluding the goodwill write-off, in
the first half of fiscal 1995.
SG&A expenses increased 10% to $23.3 million from $21.2 million
reported in the first half of fiscal 1995. The increase in SG&A
expenses is primarily due to higher international sales expense and
increased personnel and related costs. International sales expense
increased primarily due to the impact of currency fluctuations.
12
<PAGE>
R&D expenses for the first half of fiscal 1996 were $5.7 million, an
increase of 14% compared with $5.0 million reported for the same
period of fiscal 1995. R&D expenses increased mainly due to higher
project material and personnel costs associated with several product
development projects. The level of R&D spending varies depending on
both the breadth and the stage of the Company's R&D efforts.
Interest income increased to $1.1 million for the first half of
fiscal 1996 from $1.0 million for the first half of fiscal 1995.
The increase was due to higher yields partially offset by lower
average cash balances. Interest expense declined to $46,000 due to
lower interest rates on bank borrowings by the Company's foreign
subsidiries.
The effective tax rate was 34.8% for the first half of fiscal 1996
compared with 40.6% for the same period last year. The decrease in
the effective tax rate is due to the write-off of goodwill in fiscal
1995 which was not deductible for tax purposes. The effective tax
rate for the remainder of fiscal 1996 is expected to be consistent
with the rate for the first half of fiscal 1996.
Net income per share grew by 23% to $.75 in the first half of fiscal
1996 compared with $.61 for the same period last year. The increase
in net income per share was due to a 13% increase in net income and
the favorable impact of the Company's stock repurchase programs.
Excluding two non-recurring items in fiscal 1995, net income would
have increased 18% and net income per share would have increased 27%.
Liquidity and Capital Resources
The Company's liquidity and capital resources remained strong during
the first half of fiscal 1996. The Company had cash and cash
investments of $43.5 million at December 31, 1995. In addition, the
Company generated $9.3 million from operating activities in the first
six months of fiscal 1996.
During the first half of fiscal 1996, the Company repurchased 651,800
shares of its common stock for $17.0 million compared with 1,141,756
shares repurchased in the first half of fiscal 1995.
13
<PAGE>
At December 31, 1995, the Company's Japanese subsidiary had utilized
approximately $1.6 million of the Company's $15.3 million committed
bank lines of credit to meet its local working capital requirements.
The Company believes that its cash flow from operations, its current
cash and cash investments and the remainder of its bank lines of
credit are adequate to meet its cash requirements for fiscal 1996 and
the foreseeable future.
The impact of inflation on the Company's financial position and
results of operations was not significant during any of the periods
presented.
14
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On October 27, 1995, the Company held its annual meeting for
the following purposes: (1) to elect directors, (2) to
approve the Dionex Corporation Stock Option Plan as amended
and restated and (3) to ratify the selection of Deloitte &
Touche LLP as the Company's independent auditors for its
fiscal year ending June 30, 1996. A description of these
matters is contained in the Company's Proxy Statement, dated
September 15, 1995, relating to the 1995 Annual Meeting of
Stockholders.
There were 13,418,686 shares of the Company's common stock
entitled to vote at the Annual Meeting of Stockholders based
on the September 11, 1995 record date. The Company
solicited proxies pursuant to Regulation 14 of the
Securities Exchange Act of 1934 and there was no
solicitation in opposition to management's nominees for
directors as listed in the proxy statement. Each director
received a minimum of 11,764,738 votes which represented at
least 85% of the outstanding common shares entitled to vote.
The shareholders approved the Dionex Corporation Stock
Option Plan with 7,152,432 votes for, 3,594,366 votes
against, 283,674 votes abstaining and 957,916 no-votes.
The shareholders also voted to ratify the selection of
Deloitte & Touche LLP as the Company's independent auditors
for its fiscal year ended June 30, 1996.
Item 6. Exhibits and Reports on Form 8-K
(a) There are no exhibits required to be filed pursuant to this
Report on Form 10-Q.
(b) The Company did not file any reports on Form 8-K during the
quarter ended December 31, 1995.
15
<PAGE>
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 THEREUNTO DULY AUTHORIZED.
DIONEX CORPORATION
(Registrant)
Date: February 7, 1996 By: /s/ A. Blaine Bowman
A. Blaine Bowman
President, Chief Executive
Officer
By: /s/ Michael W. Pope
Michael W. Pope
Vice President, Finance
and Administration
(Principal Financial and
Accounting Officer)
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INCLUDED IN THE FORM
10-Q OF DIONEX CORPORATION FOR THE QUARTER ENDED DECEMBER 31, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 28910
<SECURITIES> 14549
<RECEIVABLES> 27232
<ALLOWANCES> 452
<INVENTORY> 8602
<CURRENT-ASSETS> 85855
<PP&E> 46471
<DEPRECIATION> 13826
<TOTAL-ASSETS> 124570
<CURRENT-LIABILITIES> 24204
<BONDS> 0
<COMMON> 32369
0
0
<OTHER-SE> 66507
<TOTAL-LIABILITY-AND-EQUITY> 124570
<SALES> 64066
<TOTAL-REVENUES> 64066
<CGS> 20183
<TOTAL-COSTS> 20183
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46
<INCOME-PRETAX> 16003
<INCOME-TAX> 5561
<INCOME-CONTINUING> 10442
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10442
<EPS-PRIMARY> .75
<EPS-DILUTED> .75
</TABLE>
